DEF 14A of DigitalOcean Holdings, Inc., Apr 25, 2025

DEF 14A of DigitalOcean Holdings, Inc.

Filed Apr 25, 2025 · FY20240001140361-25-015799

Open on EDGAR

  1. Nominee for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominee for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders Padmanabhan Srinivasan, age 49, has served as our Chief Executive Officer and a member of our Board since February 2024. Prior to DigitalOcean, Mr. Srinivasan served as the Chief Executive Officer of GoTo (formerly LogMeIn, Inc.), a provider of software as a service and cloud-based remote work tools for collaboration and IT management, from August 2022 to February 2024 and, prior to serving in such capacity, Mr. Srinivasan served as the Chief Product and Technology Officer at GoTo from June 2020 to August 2022. From June 2019 to June 2020, Mr. Srinivasan served as General Manager, Data, Machine Learning Platform Services, Alexa AI at Amazon. Previously, from June 2013 to June 2019, Mr. Srinivasan held a variety of positions at GoTo, where he most recently served as Senior Vice President, Products, General Manager. Prior to GoTo, Mr. Srinivasan co-founded Opstera, Inc., a cloud monitoring and management startup, which was acquired by a subsidiary of Microsoft Corporation in 2012. Earlier in his career, Mr. Srinivasan held various product and engineering leadership positions at both Oracle Corporation and Microsoft. Mr. Srinivasan received a B.S. in Electrical and Electronic Engineering from the Birla Institute of Technology and Science and an M.B.A. from Southern Methodist University. We believe Mr. Srinivasan’s prior experience as a chief executive officer, extensive product and technical experience, as well as his insight into corporate matters as our Chief Executive Officer, make him a valuable member of the Board.

  2. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

  3. THE CLASS I DIRECTOR NOMINEE NAMED ABOVE

    THE CLASS I DIRECTOR NOMINEE NAMED ABOVE

  4. Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Warren Adelman, age 61, has served as a member of our Board since November 2020. Mr. Adelman served as our lead independent director from June 2022 to August 2023 and as our Executive Chairman from August 2023 to August 2024. In August 2024, Mr. Adelman was reappointed by the Board to serve as our lead independent director. Mr. Adelman also serves as the Managing Director of Nativ Group, a personal investment firm, where he has served in such capacity since 2013. Prior to founding Nativ Group, Mr. Adelman held a variety of positions at GoDaddy Inc., a publicly-traded domain name registrar, from 2003 to 2012, most recently serving as Chief Executive Officer. Mr. Adelman also served as a member of GoDaddy’s board of directors from 2006 to 2012. Mr. Adelman currently serves on the board of directors of several technology-related companies. Mr. Adelman also previously served on the board of directors of SendGrid, Inc. from April 2014 until its merger with Twilio Inc. in February 2019. Mr. Adelman holds a B.A. in Political Science and History from the University of Toronto. We believe Mr. Adelman’s extensive experience with technology companies as both a director and an executive officer qualifies him to serve on our Board. Pueo Keffer, age 43, has served as a member of our Board since June 2015. Mr. Keffer currently serves as a Senior Managing Director at Access Technology Ventures, a venture and growth technology firm, where he has served in various capacities since April 2015. Mr. Keffer was a Partner at Redpoint Ventures, a venture capital firm, from January 2009 to April 2015. Previously, Mr. Keffer was an associate at TA Associates, a growth private equity firm, and a financial analyst at Goldman Sachs & Co. Mr. Keffer also currently serves on the board of directors of Opendoor Technologies Inc., an operator of an online real estate marketplace, and Array Corporation, a privately-held software development company. Mr. Keffer received a B.A. in Economics from Stanford University. We believe that Mr. Keffer’s extensive investment experience in the technology industry qualifies him to serve on our Board. Hilary Schneider, age 64, has served as a member of our Board since November 2020. Ms. Schneider served as the Chief Executive Officer of Shutterfly, Inc., a photography and image sharing company, from January 2020 to May 2023. From January 2018 to November 2019, Ms. Schneider served as the Chief Executive Officer of Wag Labs, Inc., an on-demand dog walking company. Ms. Schneider served as President, Chief Executive Officer and a director of LifeLock, Inc., a formerly publicly-traded provider of identity theft protection, identity risk assessment and fraud protection services, from March 2016 to February 2017 and President from 2012 to 2016. Previously, Ms. Schneider held senior leadership roles at Yahoo!, a media and technology company, Knight Ridder, Inc., a media company, and Red Herring Communications, a media company. Ms. Schneider currently serves on the board of directors of Vail Resorts, Inc., a global mountain resort operator, Getty Images, Inc., a global visual content creator and marketplace, Sleep Number Corporation, a manufacturer of beds and bed accessories, and Water.org, a non-profit organization. Ms. Schneider previously served on the board of directors of SendGrid, Inc. from July 2017 until its merger with Twilio Inc. in February 2019. Ms. Schneider holds a B.A. in Economics from Brown University and an M.B.A. from Harvard Business School. We believe Ms. Schneider’s extensive experience with technology companies as both a director and an executive officer qualifies her to serve on our Board.

  5. Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Pratima Arora, age 45, has served as a member of our Board since February 2021. In April 2025, Ms. Arora was appointed as the Chief Product Officer of Smartsheet, a cloud-based enterprise work management platform. Since January 2025, Ms. Arora has served as an advisor to Chainalysis Inc., a blockchain data platform, where she previously served as the Chief Product and Technology Officer from June 2021 to December 2024. Prior to joining Chainalysis, Ms. Arora served as General Manager and Vice President of Confluence at Atlassian Corporation Plc, a provider of software development and collaboration tools, from September 2017 to June 2021. From June 2008 to September 2017, Ms. Arora worked at Salesforce.com, Inc., a cloud-based customer relationship management software service, where she most recently served as Vice President of Product Management. Previously, Ms. Arora worked in various roles at SAP SE, an enterprise software management system, and Intuit Inc., a financial services software company. Ms. Arora received a B.S. in Physics from Sri Venkateswara College, Delhi University and an M.B.A. from the Walter A. Haas School of Business at the University of California, Berkeley. We believe Ms. Arora’s extensive experience in product management roles at technology companies qualifies her to serve on our Board. Warren Jenson, age 68, has served as a member of our Board since December 2020. Mr. Jenson served as President and Chief Financial Officer at Nielsen Holdings plc, a firm specializing in audience measurement, data, and analytics, where he served from April 2023 to December 2024. From February 2012 to April 2023, Mr. Jenson worked at LiveRamp (formerly known as Axiom), a software-as-a-service company that provides identity and data connectivity services, where he most recently served as President, Chief Financial Officer and Executive Managing Director of International. Previously, Mr. Jenson served in C-suite positions with Electronic Arts, Amazon.com, Delta Air Lines and the National Broadcasting Company. Mr. Jenson currently serves on the board of directors of the USC Marshall School of Business, the Marriott School of Business at Brigham Young University, Ripple, a provider of cryptocurrency solutions for businesses, Jobcase, an online job marketplace and social platform, and Dropbox, a cloud-based file storage and collaboration platform. Mr. Jenson previously served on the board of directors of Cardtronics plc and DigitalGlobe, Inc. Mr. Jenson received a B.S. in Accounting and a Master of Accountancy—Business Taxation from Brigham Young University. We believe that Mr. Jenson’s extensive experience as both a director and an executive officer at several successful public and private companies qualifies him to serve on our Board.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024.

  8. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Warren Adelman | — | — | 1,378,072 | 740,864 | 2,118,936 | | Pratima Arora | 46,500 | — | 205,629 | — | 252,129 | | Amy Butte | 55,000 | — | 205,629 | — | 260,629 | | Warren Jenson | — | — | 257,204 | — | 257,204 | | Pueo Keffer | — | — | 662,453 | — | 662,453 | | Christopher Merritt | — | — | 240,012 | — | 240,012 | | Hilary Schneider | — | — | 261,217 | — | 261,217 |

  9. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) The amounts shown for Mses. Arora and Butte reflect the cash fees that such non-employee directors received under our non-employee director compensation policy for the fiscal year ended December 31, 2024. Non-employee director fees are paid quarterly at the end of each fiscal quarter. |

  10. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) Pursuant to the non-employee director compensation policy, each of our non-employee directors has the option to be paid in the form of cash or fully-vested restricted stock unit (“RSU”) awards. Each of Ms. Schneider and Messrs. Adelman, Jenson, Keffer and Merritt elected to be paid in RSUs for fees earned with respect to the fiscal year ended December 31, 2024. In addition, pursuant to the non-employee director compensation policy, each of the non-employee directors as of the close of business on the date of our 2024 Annual Meeting of Stockholders automatically received an Annual Grant (as defined below). Mr. Adelman received an RSU grant in February 12, 2024, in connection with his continued service as our Executive Chairman following the hire of our chief executive officer. During the time Mr. Adelman served as our Executive Chairman, Mr. Adelman was not eligible to receive compensation pursuant to the non-employee director compensation policy. Mr. Keffer received an additional RSU grant on July 1, 2024 to align his equity holdings with those of other members of the Board. With respect to RSU grants, the number of shares of common stock granted to a director is based on the average trading price of our common stock on the NYSE for the 10 trading days immediately prior to and ending on the grant date. The grant date fair value was calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”) based on the closing stock price at the grant date. This amount does not reflect the actual economic value that may be realized by the director. The grant date fair value of the RSUs granted in 2024 are as follows: |

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Quarter Ended March 31, 2024 ($) | Executive Chairman Grant February 12, 2024 ($) | Annual Grant June 6, 2024 ($) | Quarter Ended June 30, 2024 ($) | Additional Board Grant July 1, 2024 ($) | Quarter Ended September 30, 2024 ($) | Quarter Ended December 31, 2024 ($) | Total ($)(a) | | Warren Adelman | — | 1,351,700 | — | — | — | 7,634 | 18,739 | 1,378,072 | | Pratima Arora | — | — | 205,629 | — | — | — | — | 205,629 | | Amy Butte | — | — | 205,629 | — | — | — | — | 205,629 | | Warren Jenson | 12,752 | — | 205,629 | 13,414 | — | 12,804 | 12,606 | 257,204 | | Pueo Keffer | 12,256 | — | 205,629 | 12,892 | 408,586 | 11,915 | 11,175 | 662,453 | | Christopher Merritt | 8,514 | — | 205,629 | 8,931 | — | 8,522 | 8,415 | 240,012 | | Hilary Schneider | 14,585 | — | 205,629 | 15,325 | — | 13,652 | 12,027 | 261,217 |

  12. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (a) May not foot due to rounding. |

  13. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) The following table sets forth (a) the aggregate number of outstanding RSUs held by each non-employee director as of December 31, 2024 and (b) the aggregate number of outstanding options held by each non-employee director as of December 31, 2024. |

  14. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Total RSUs Held | Total Options Held | | Warren Adelman | — | 113,999 | | Pratima Arora | 9,479 | — | | Amy Butte(a) | 5,417 | 69,000 | | Warren Jenson | 5,417 | 100,000 | | Pueo Keffer | 17,202 | — | | Christopher Merritt | 12,747 | — | | Hilary Schneider | 5,417 | 100,000 |

  15. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (a) Equity is held directly by Plato Partners LLC and Ms. Butte owns substantially all of Plato Partners LLC. |

  16. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (4) The amount shown reflects $738,636 in salary and $2,228 in life insurance premiums paid by us in connection with Mr. Adelman’s role as Executive Chairman, which ended on August 24, 2024. |

  17. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our non-employee director compensation policy, as amended in March 2023, each of our non-employee directors is eligible to receive compensation for service on the Board and committees of the Board as set forth below.

  18. Executive Compensation Philosophy and Objectives

    | • | attract, motivate, incentivize and retain a highly-skilled team of executive officers who contribute to our long-term success; |

  19. Executive Compensation Philosophy and Objectives

    | • | effectively align our executive officers’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. |

  20. Role of the Compensation Consultant

    Role of the Compensation Consultant For fiscal year 2024, the scope of Compensia’s engagement for the Compensation Committee included:

  21. Role of the Compensation Consultant

    | • | advising the Compensation Committee on executive compensation trends and regulatory developments; |

  22. Role of the Compensation Consultant

    | • | researching, developing and reviewing the compensation peer group used for fiscal year 2024 executive compensation benchmarking; |

  23. Role of the Compensation Consultant

    | • | presenting market data and analysis to assist the Compensation Committee in developing executive compensation levels, including appropriate salaries and the size and structures of target bonus amounts and equity awards for our executive officers, including our incoming executives; |

  24. Role of the Compensation Consultant

    | • | reviewing market and peer group equity usage metrics with an understanding of our equity budget relative to market; |

  25. Role of the Compensation Consultant

    | • | advising on our non-employee director compensation program; |

  26. Role of the Compensation Consultant

    | • | reviewing the materials prepared for the Compensation Committee by management relative to fiscal year 2024 compensation for the executive officers; |

  27. Role of the Compensation Consultant

    | • | advising on our stock ownership guidelines for non-employee directors and executive officers; and |

  28. Role of the Compensation Consultant

    | • | supporting other ad hoc matters throughout the year. |

  29. Role of the Compensation Consultant

    The Compensation Committee has analyzed whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and stock exchange listing standards. Based on its analysis, the Compensation Committee determined that the work of Compensia during 2024 did not create any conflict of interest pursuant to the SEC rules and stock exchange listing standards.

  30. Use of Competitive Market Data

    Use of Competitive Market Data For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of publicly-traded technology companies against which we compete for executive talent and that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the Compensation Committee considers, however, in formulating its recommendations with respect to the compensation of our executive officers. In October 2023, the Compensation Committee, with the assistance of Compensia, determined the peer group for purposes of fiscal year 2024 compensation decisions was as follows:

  31. Use of Competitive Market Data

    | Altair Engineering | HashiCorp | Smartsheet | | Appian | Jamf Holding | SolarWinds | | Asana | Marqueta | Squarespace | | BigCommerce Holdings | MongoDB | Zuora | | Cloudflare | PagerDuty | Workiva | | Fastly | Progress Software | | | Five9 | Rapid7 | |

  32. Use of Competitive Market Data

    The Compensation Committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For 2024 compensation benchmarking, Datadog, Confluent, Elastic N.V. and Freshworks were removed from the peer group because they no longer met the targeted selection criteria and New Relic was removed from the peer group because it was acquired. BigCommerce Holdings, Progress Software, Solarwinds and Squarespace were added to the peer group because they met the targeted selection criteria and because of the comparable nature of their businesses. Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2024. Compensia prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, 65th and 75th percentiles of the market data) with respect to base salary, performance-based cash bonuses, long-term equity compensation, total target cash compensation (base salary and annual target performance-based cash bonus) and total direct compensation (total target cash compensation and long-term equity compensation) with respect to each of the executive officers. The Compensation Committee targeted total direct compensation to fall between the 50th and 65th percentiles of the market data, but reviewed the market data reference points as only one of the factors in making 2024 compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  33. Factors Used in Determining Executive Compensation

    | • | Range of market data reference points, as described above under “Use of Competitive Market Data” |

  34. Factors Used in Determining Executive Compensation

    | • | Recommendations from the independent compensation consultant |

  35. Factors Used in Determining Executive Compensation

    | • | Value of existing equity holdings, including the potential value of unvested equity awards |

  36. 2024 Executive Compensation Program

    | Compensation Element | How Payout is Determined | Performance Measures | Purpose | | Base Salary (fixed; paid in cash) | Compensation Committee reviews and determines base salary on an annual basis based on a number of factors, including company and individual performance and market data obtained from our independent compensation consultant | N/A | • Provides stable income for performing job responsibilities • Attracts highly-qualified executives | | Performance-Based Cash Bonus (variable; paid in cash) | Compensation Committee reviews target bonus percentages on an annual basis and determines executive bonus payouts based on predetermined corporate financial objectives | • Percentage of revenue growth • Adjusted free cash flow margin | • Motivates and rewards executives for achievement of company financial goals • Aligns management and stockholder interests by linking pay to financial performance | | Long-Term Equity Incentive - Time-Based RSUs (variable; paid in equity) | Compensation Committee reviews and determines amounts and terms of time-based RSU grants for executive officers annually based on a number of factors, including corporate and individual performance and market data obtained from our independent compensation consultant | Value of an RSU as of the date of vesting is based on stock price on the date of vesting, which links the awards to overall performance and the creation of value for our stockholders | • Represents 35% of the total annual long-term equity incentive award for our executive officers • Serves a retention function • Aligns management and stockholder interests by facilitating management ownership and tying value of award at vesting to stock price at vesting | | Long-Term Equity Incentive - PSUs (variable; paid in equity) | Compensation Committee reviews and determines amounts and terms of performance-based RSU (“PSU”) grants for executive officers, except our chief executive officer, annually based on a number of factors, including corporate and individual performance and market data obtained from our independent compensation consultant | • Percentage of revenue growth • Adjusted free cash flow margin • Value of a PSU as of the date of vesting is based on stock price on the date of vesting | • Represents 65% of the total annual long-term equity incentive award • PSUs further align interests with our stockholders in driving long-term company performance and growth in value. PSU vesting is contingent upon our achievement of specified corporate performance goals • Serves a retention function | | Long-Term Equity Incentive - MRSUs (variable; paid in equity) | Compensation Committee reviews and determines amounts and terms of market-based RSU (“MRSU”) grants for the chief executive officer based on a number of factors, including market data obtained from our independent compensation consultant | • Stock Price Hurdles • Value of an MRSU as of the date of vesting is based on stock price on the date of vesting, which links the award to the creation of value for stockholders | • MRSUs further align interests with our stockholders in driving long-term company performance and growth in value. MRSU vesting is contingent upon our achievement of specified stock price goals • Serves a retention function |

  37. Performance-Based Cash Bonus

    Performance-Based Cash Bonus Our annual performance-based cash bonus awards provide incentive compensation that is specifically designed to motivate our executive officers to achieve annual financial objectives set by the Compensation Committee and to reward them for results and achievements in a given year. The annual target bonus opportunities for our executive officers are generally determined by the Compensation Committee in the first quarter of each year and expressed as a percentage of each individual’s annual base salary. After a review of the factors described in the section above, in February 2024, the Compensation Committee determined that the annual target bonus opportunity for each of Messrs. Steinfort and Gadit should remain the same as the prior year at 80% and 70%, respectively. The annual target bonus opportunity for Messrs. Srinivasan, Saha and D'Angelo were set by the Compensation Committee in connection with each of their hiring in 2024. Bonuses are payable based on the target bonus percentage in effect as of the end of the applicable year for which the bonus is being paid and prorated based on any changes in salary throughout the year. The bonus payable is also prorated based on the number of days that the executive officer was employed by the Company during the relevant bonus year. The target bonus opportunities approved for and amounts earned by our named executive officers for 2024 were as follows:

  38. Performance-Based Cash Bonus

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity ($) | Actual Bonus Earned ($) | | Padmanabhan Srinivasan | 100% | 531,148(1) | 503,528(1) | | Yancey Spruill | —% | —(2) | —(2) | | W. Matthew Steinfort | 80% | 432,000 | 409,536 | | Bratin Saha | 80% | 216,394(3) | 216,394(3) |

  39. Performance-Based Cash Bonus

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Target Bonus Opportunity ($) | Actual Bonus Earned ($) | | Lawrence D'Angelo | 100% | 189,276(1) | 179,434(1) | | Muhammad Aaqib Gadit | 70% | 297,460(4) | —(4) |

  40. Performance-Based Cash Bonus

    | (1) Messrs. Srinivasan and D'Angelo commenced employment with the Company in 2024 and were eligible to receive a prorated portion of the 2024 target annual bonus based on their start dates. Amounts shown reflect pro-rated target bonus opportunities. |

  41. Performance-Based Cash Bonus

    | (2) Pursuant to the terms of the Spruill Separation Agreement, Mr. Spruill was not eligible to receive any bonus in 2024. |

  42. Performance-Based Cash Bonus

    | (3) Mr. Saha commenced employment with the Company in 2024 and, pursuant to Mr. Saha’s employment agreement, Mr. Saha was entitled to receive the greater of (1) 100% of his target annual bonus or (2) the portion of the bonus actually achieved, each prorated based on the number of days Mr. Saha was employed by the Company. Amounts shown reflects Mr. Saha’s pro-rated target bonus opportunity based on his start date. |

  43. Performance-Based Cash Bonus

    | (4) Mr. Gadit departed the Company on October 30, 2024 and was not eligible to receive his 2024 bonus. |

  44. Performance-Based Cash Bonus

    Executive Bonus Goal Setting The Compensation Committee approved the initial performance metrics and their relative weighting for fiscal year 2024 performance-based cash bonus awards in the first quarter of 2024. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our Board, finalized in the first quarter of 2024 and later amended in the second quarter of 2024. Consistent with the prior year, for 2024, the Compensation Committee determined that the total annual bonus opportunity for our executive officers would be 100% based on predetermined corporate performance objectives, as discussed in further detail below, to further align the interests of our executive officers with the interests of our stockholders. For 2024, the Compensation Committee determined that three-quarters of the total annual bonus would be based on revenue and one quarter of the total annual bonus would be based on adjusted free cash flow margin (defined as net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, purchase of intangible assets and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs, as a percentage of revenue). For fiscal year 2024, the Compensation Committee increased the weighting of revenue from one-half to three quarters of the total annual bonus in an attempt to further prioritize the importance of increasing revenue growth. The Compensation Committee intended these goals to be challenging to attain based on an analysis of internal forecasts and external market factors. For purposes of calculating the bonus payout amount, when the determined achievement of either of the components exceeds the specified targets, accelerators are applied in order to reward the higher than expected performance, while decelerators are applied if the actual results are lower than the performance target. The potential payout range for each of the revenue and adjusted free cash flow margin components (after applying the decelerator/accelerator factor) was 25-150% and 50-150%, respectively, of the executive’s target bonus opportunity for such component. With respect to the revenue component, the actual payout was set to be 25% for achievement at the threshold amount and up to the intermediate amount and then was determined based on a linear interpolation for achievement between the intermediate and target amounts and the target and maximum amounts. With respect to the adjusted free cash flow margin component, the actual payout was set to be 50% for achievement at the threshold amount and then was determined based on a linear interpolation for achievement between the threshold and target amounts and the target and maximum amounts. The impact of any acquisitions would be determined on a case-by-case basis during the course of the year. The Compensation Committee approved the initial revenue and adjusted free cash flow margin goals during the first quarter of 2024. The initial goals were subsequently adjusted to factor in our revised forecasts for revenue and adjusted free cash flow margin to account for the approval of additional incremental artificial intelligence-related capital expenditures during the first half of 2024. The initial and adjusted revenue and adjusted free cash flow margin goals for the 2024 performance-based cash bonus were as follows:

  45. Performance-Based Cash Bonus

    | | 2024 Revenue (Initial) | 2024 Revenue (As Adjusted) | Weighted Percentage Payout | | Threshold | 8.9% | 9.5% | 18.75% | | Intermediate | 10% | 10.5% | 37.5% | | Target | 13.3% | 13.8% | 75% | | Maximum | 15.4% | 16% | 112.5% |

  46. Performance-Based Cash Bonus

    | | 2024 Adjusted Free Cash Flow Margin (Initial) | 2024 Adjusted Free Cash Flow Margin (As Adjusted) | Weighted Percentage Payout | | Threshold | 17% | 12.3% | 12.5% | | Target | 20% | 15.3% | 25% | | Maximum | 23% | 18.3% | 37.5% |

  47. Performance-Based Cash Bonus

    Fiscal Year 2024 Bonus Payouts In February 2025, achievement of the corporate performance goals for fiscal year 2024 was determined to be as follows: (i) revenue was $781 million, resulting in a 61.7% weighted payout with respect to such component; and (ii) adjusted free cash flow margin was 17%, resulting in a weighted payout of 33.1% with respect to such component, which results in a total bonus payout of 94.8%. Since the total annual bonus opportunity was based entirely on the results of these metrics, each eligible executive officer, other than Mr. Saha, earned 94.8% of such executive’s total annual bonus opportunity. Pursuant to his employment agreement, Mr. Saha was entitled to a pro-rated bonus equal to the greater of (i) 100% of his target annual bonus or (ii) the portion of the bonus actually achieved. Accordingly, Mr. Saha received a pro-rated bonus based on 100% of his target bonus opportunity. Actual payouts for fiscal year 2024 are included in the table set forth above and the “Summary Compensation Table” below.

  48. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to our executive officers by the Compensation Committee, with the exception of our Chief Executive Officer whose compensation is approved by the Board of Directors. As with other elements of compensation, the Compensation Committee determines the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review in the first quarter of the year (absent extenuating circumstances) and after taking into consideration the individual officer’s responsibilities, performance and existing equity retention profiles, and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than our Chief Executive Officer, the Compensation Committee also takes into account the recommendations of our Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein. In 2024, consistent with the prior year, the Compensation Committee determined to grant to Mr. Steinfort long-term equity incentive compensation awards as follows: (i) 35% of the total value of the long-term equity incentive compensation would be in the form of RSU awards, which vest over a four year period and settle for shares of our common stock; and (ii) 65% of the total value of the long-term equity incentive compensation would be in the form of PSU awards, which are earned contingent upon our achievement of corporate financial objectives, as discussed in further detail below, and then, assuming achievement, will vest over a three year period (inclusive of the performance period) and be settled for shares of our common stock. Since the value of RSU and PSU awards increases with any increase in the value of the underlying shares, these equity awards serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In addition, because the awards are subject to a multi-year vesting requirement, RSU and PSU awards serve our retention objectives since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. We believe that granting PSUs further aligns the interests of our executive officers with our stockholders in driving long-term company performance and growth in value. For 2024, the Compensation Committee determined that three-quarters of the PSU award would be based on revenue and one quarter of the total annual bonus would be based on adjusted free cash flow margin (as defined above). For fiscal year 2024, the Compensation Committee separated the revenue and free cash flow metrics such that achievement of the PSU was based on the achievement of each such metric independently and gave more weight to the revenue metric in an attempt to further prioritize the importance of increasing revenue growth. The Compensation Committee intended these goals to be challenging to attain based on an analysis of internal forecasts and external market factors. For purposes of calculating the percentage of PSU achievement, when the determined achievement of either of the components exceeds the specified targets, accelerators are applied in order to reward the higher than expected performance, while decelerators are applied if the actual results are lower than the performance targets. The potential payout range for each of the revenue and adjusted free cash flow margin components (after applying the decelerator/accelerator factor) was 25-200% and 50-200%, respectively, of the executive’s target bonus opportunity for such component. With respect to the revenue component, the actual payout was set to be 25% for achievement at the threshold amount and up to the intermediate amount and then was determined based on a linear interpolation for achievement between the intermediate and target amounts and the target and maximum amounts. With respect to the adjusted free cash flow margin component, the actual payout was set to be 50% for achievement at the threshold amount and then was determined based on a linear interpolation for achievement between the threshold and target amounts and the target and maximum amounts. The impact of any acquisitions would be determined on a case-by-case basis during the course of the year. The Compensation Committee approved the initial revenue and adjusted free cash flow margin goals during the first quarter of 2024. The initial goals were subsequently adjusted to factor in our revised forecasts for revenue and adjusted free cash flow margin to account for the approval of additional incremental artificial intelligence-related capital expenditures during the first half of 2024. The initial and adjusted revenue and adjusted free cash flow margin goals for the 2024 PSU awards were as follows:

  49. Long-Term Equity Incentive Compensation

    | | 2024 Revenue (Initial) | 2024 Revenue (As Adjusted) | Percentage of PSU Achievement | | Threshold | 8.9% | 9.5% | 18.75% | | Intermediate | 10% | 10.5% | 37.5% | | Target | 13.3% | 13.8% | 75% | | Maximum | 15.4% | 18.2% | 150% |

  50. Long-Term Equity Incentive Compensation

    | | 2024 Adjusted Free Cash Flow Margin (Initial) | 2024 Adjusted Free Cash Flow Margin (As Adjusted) | Percentage of PSU Achievement | | Threshold | 17% | 12.3% | 12.5% | | Target | 20% | 15.3% | 25% | | Maximum | 23% | 21.7% | 50% |

  51. Long-Term Equity Incentive Compensation

    The equity awards granted to Mr. Steinfort in April 2024 as part of our annual compensation review are set forth in the table below.

  52. Long-Term Equity Incentive Compensation

    | Named Executive Officer | RSUs Granted (number of shares)(1)(2) | PSUs Granted (target number of shares)(1)(3) | PSUs Granted (maximum number of shares)(1)(3) | Aggregate Grant Date Fair Value of Equity Awards Granted ($)(4) | | W. Matthew Steinfort | 45,485 | 84,472 | 168,944 | $4,740,831 |

  53. Long-Term Equity Incentive Compensation

    | (1) The number of shares of our common stock subject to the RSU and PSU awards was determined by dividing the target values approved by the Compensation Committee for each award by the average closing market price of our common stock as reported on the NYSE between March 2, 2024 and March 31, 2024 (inclusive), the calendar month prior to the month in which the grant date occurred. Therefore, the target value approved by the Compensation Committee differs from the grant date fair value reported in the “Aggregate Grant Date Fair Value of Equity Awards Granted” column and in the “Summary Compensation Table” below. |

  54. Long-Term Equity Incentive Compensation

    | (2) The value of the RSU awards approved by the Compensation Committee was $1,785,000. The shares underlying the RSU awards vest in 16 equal quarterly installments beginning on June 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  55. Long-Term Equity Incentive Compensation

    | (3) The target value of the PSU awards approved by the Compensation Committee was $3,315,000. The maximum number of shares of our common stock that may be earned under the PSU awards is based on 200% of the target value of the approved awards. Subject to achievement of certain 2024 financial performance targets as set forth above and the named executive officer’s continued service with the Company, the PSU awards vest as follows: (a) one-third of the shares underlying the PSU were eligible to vest on the later of (x) March 1, 2025 or (y) two trading days following the public release of our 2024 financial results, and (b) the remaining shares underlying the PSU vest in eight equal quarterly installments thereafter. |

  56. Long-Term Equity Incentive Compensation

    | (4) The grant date fair value was calculated in accordance with ASC Topic 718 based on the closing stock price at the grant date using the target value of the PSU awards, which represented the probable outcome of the performance conditions at the grant date. This amount does not reflect the actual economic value that may be realized by the named executive officer. |

  57. Long-Term Equity Incentive Compensation

    In February 2025, the Compensation Committee determined that 2024 (i) revenue was $781 million, resulting in a 61.7% weighted payout with respect to such component; and (ii) adjusted free cash flow margin was 17%, resulting in a weighted payout of 33.1% with respect to such component, resulting in the achievement of 94.8% of the target amounts for purposes of the 2024 PSU awards. In addition to the award granted in April 2024 pursuant to our annual compensation review described above, we also granted certain additional equity awards to our named executive officers as set forth below. With the exception of the MRSU (as defined below), the grant date fair value of the awards in the following bullet points was computed in accordance with ASC Topic 718 and does not reflect the actual economic value that may be realized by the named executive officers.

  58. Long-Term Equity Incentive Compensation

    | • | In February 2024, in connection with the commencement of his employment, Mr. Srinivasan was granted an RSU award with grant date fair values of $18,542,431. 25% of the shares underlying the RSU award vested on March 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on June 1, 2025, subject to Mr. Srinivasan’s continuous service through each such vesting date. In addition, in February 2024, Mr. Srinivasan was granted a market-based restricted stock units (MRSU) with a grant date fair value of $7,999,986, which was determined by using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation. Both the RSU award and the MRSU award were granted in connection with Mr. Srinivasan’s hire as the Company’s Chief Executive Officer. The MRSU will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals during a five-year performance period, as described below. A cumulative percentage of the MRSU target will be earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive 60 trading day period during the performance period as set forth in the table below: |

  59. Long-Term Equity Incentive Compensation

    | Tranche | Company Stock Price Target | Number of MRSUs | | 1 | $65.00 | 25% of Target MRSUs | | 2 | $100.00 | 50% of Target MRSUs | | 3 | $135.00 | 100% of Target MRSUs | | 4 | $170.00 | 150% of Target MRSUs |

  60. Long-Term Equity Incentive Compensation

    There is no pro-rata or straight-line interpolation vesting for achievement of a stock price target between the stock price targets, except in the event of a qualifying termination. If the stock price targets are achieved during the first three years following the grant date (the “First Performance Period”), 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date (the “Second Performance Period”) will vest on the fifth anniversary of the grant date. The vesting of the MRSU is contingent upon Mr. Srinivasan’s continuous service with the Company through each applicable vesting date and any outstanding MRSUs that do not vest on or prior to the date of Mr. Srinivasan’s termination date will terminate and be forfeited. However, if Mr. Srinivasan is terminated without “cause” or resigns for “good reason” (each as defined in the Srinivasan Agreement), to the extent any stock price targets set forth above are achieved prior to the termination date, the applicable MRSUs (including any earned but unvested MRSUs) will vest on the termination date. In the event of a “corporate transaction” (as such term is defined in the Company’s 2021 Equity Incentive Plan (the “2021 Plan”)), Mr. Srinivasan will be eligible to vest in the applicable MRSUs based on the higher achievement of any stock price targets achieved (x) prior to the corporate transaction or (y) based on the value of the per-share consideration received by Company stockholders in connection with the corporate transaction.

  61. Long-Term Equity Incentive Compensation

    | • | In July 2024, in connection with the commencement of his employment, Mr. Saha was granted an RSU award with a grant date fair value of $11,758,504, which vests as follows: 25% of the shares underlying the RSU award will vest on June 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on September 1, 2025, subject to Mr. Saha’s continuous service through each such vesting date. In July 2024, Mr. Saha was granted an additional RSU award with a grant date fair value of $2,939,617, which vests in twelve equal monthly installments from the grant date, subject to Mr. Saha’s continuous service through each such vesting date. |

  62. Long-Term Equity Incentive Compensation

    | • | In August 2024, in connection with the commencement of his employment, Mr. D'Angelo was granted an RSU award with a grant date fair value of $3,704,357, which vests as follows: 25% of the shares underlying the RSU award will vest on June 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on September 1, 2025, subject to Mr. D'Angelo’s continuous service through each such vesting date. In August 2024, Mr. D'Angelo was granted an additional RSU award with a grant date fair value of $411,586, which vested in two equal installments on each of September 30, 2024 and December 31, 2024. |

  63. Long-Term Equity Incentive Compensation

    The complete list of equity awards granted to our named executive officers in fiscal year 2024 are reported in the “Summary Compensation” and “Grants of Plan Based Awards” tables below. The Company did not grant stock options, stock appreciation rights, or similar instruments with option-like features in fiscal year 2024 and does not currently plan to grant such awards. Accordingly, the Company has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

  64. Employment Arrangements

    Employment Arrangements We have entered into employment arrangements with each of our named executive officers. The arrangements generally provide for at-will employment without any specific term and set forth the named executive officer’s base salary then in effect, bonus potential, eligibility for employee benefits and severance benefits upon a qualifying termination of employment (including in the event of terminations in connection with a change in control of the Company), subject to such executive officer executing a separation agreement. Further information regarding the employment agreements is set forth below in the section titled “Executive Compensation–Narrative Disclosure to the Summary Compensation Table” below. Further information regarding the potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreements and other agreements governing payments related to their employment is set forth in the section titled “Executive Compensation—Potential Payments Upon Termination or Change in Control” below.

  65. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, any pension or retirement plan or nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024, other than such plans made available to all our salaried employees in the same location of residence as the respective executive officer. Our Board may elect to provide our executive officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  66. Summary Compensation Table

    Summary Compensation Table The following table shows for the fiscal years indicated, compensation awarded to or paid to, or earned by our named executive officers.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Padmanabhan Srinivasan(6) Chief Executive Officer | 2024 | 534,091 | 600,000 | — | 26,542,417(7) | 503,528 | 20,959 | 28,200,994 | | Yancey Spruill Former Chief Executive Officer | 2024 | 58,409 | — | — | — | — | 449,944 | 508,353 | | | 2023 | 514,000 | — | — | — | 514,000 | 16,885 | 1,044,885 | | | 2022 | 514,000 | — | — | — | 257,000 | 26,179 | 797,179 | | W. Matthew Steinfort(6) Chief Financial Officer | 2024 | 540,000 | — | — | 4,740,831(7) | 409,536 | 17,168 | 5,707,536 | | | 2023 | 470,625 | 252,000 | — | 20,413,917 | 241,488 | 10,690 | 21,388,720 | | Bratin Saha(6) Chief Product & Technology Officer | 2024 | 270,833 | 100,000(8) | — | 14,698,121 | 216,394 | 9,006 | 15,294,354 | | Lawrence D'Angelo(6) Chief Revenue Officer | 2024 | 188,889 | — | — | 4,115,943 | 179,434 | 1,634 | 4,485,899 | | Muhammad Aaqib Gadit(6) Former Chief Revenue Officer | 2024 | 373,136(9) | — | — | — | — | 21,979,254 | 22,352,390 | | | 2023 | 351,732(9) | — | — | 7,876,457 | 166,286(9) | 16,859,547(10) | 25,254,022 |

  68. Summary Compensation Table

    | (1) Messrs. Srinivasan, Saha and D'Angelo joined the Company in February 2024, July 2024 and June 2024, respectively; Mr. Steinfort joined the Company in January 2023; Messrs. Spruill and Gadit departed the Company in February 2024 and October 2024, respectively. Amounts shown represent the pro rata portion of salary earned by each of Messrs. Srinivasan, Spruill, Saha, D'Angelo and Gadit during the fiscal year ended December 31, 2024 and the pro rata portion of salary earned by Mr. Steinfort during the fiscal year ended December 31, 2023. Amount shown for Mr. Gadit for 2024 includes $19,018 representing the payment of accrued but unused vacation paid to him in accordance with local law in connection with his departure from the Company. |

  69. Summary Compensation Table

    | (2) Amounts shown for Messrs. Srinivasan and Steinfort represent one-time signing bonuses awarded to the named executive officer in connection with the commencement of such named executive officer’s employment. The one-time signing bonuses were subject to repayment on a pro rata basis to the extent the executive officer’s employment was terminated voluntarily or by the Company for cause within 12 months of the named executive officer’s start date. |

  70. Summary Compensation Table

    | (3) Amounts shown represents the aggregate grant date fair value of equity awards granted to our named executive officers under our 2021 Plan, computed in accordance with ASC Topic 718 and using the assumptions discussed in Note 2. Summary of Significant Accounting Policies–Stock-Based Compensation of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  71. Summary Compensation Table

    | (4) Amounts shown represent the named executive officers’ total performance-based cash bonuses earned for each of the years presented, as applicable, based on the achievement of company and individual performance goals as determined by the Board and/or Compensation Committee. Pursuant to his employment agreement, Mr. Saha was entitled to a pro-rated bonus equal to the greater of (1) 100% of his target annual bonus or (2) the portion of the bonus actually achieved. Accordingly the amount shown for Mr. Saha represents a pro-rated bonus based on 100% of his target bonus opportunity. Messrs. Srinivasan, Saha and D’Angelo were eligible for prorated portions of their 2024 bonus based on the date that each such named executive officer commenced employment with the Company. Messrs. Spruill and Gadit were not eligible for their 2024 bonuses. |

  72. Summary Compensation Table

    | (5) Amounts shown for 2024 represent the sum of (1) 401(k) employer contributions, individual health savings account employer contributions, life insurance premiums paid by us on behalf of our named executive officers (except Mr. Gadit) for 2024, (2) in the case of Mr. Spruill, severance payments paid to Mr. Spruill in 2024 pursuant to the Severance Agreement entered into between Mr. Spruill and the Company, and (3) in the case of Mr. Gadit, contingent compensation earned by Mr. Gadit in 2024 pursuant to the Share Purchase Agreement, dated as of August 19, 2022, by and among DigitalOcean, LLC, Cloudways Ltd., Mr. Gadit and the other parties thereto (the “Share Purchase Agreement”), which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on August 23, 2022. |

  73. Summary Compensation Table

    | Name | Company 401(k) Match ($) | Life Insurance Premiums ($) | Company Contributions to HSA ($) | Severance Payments ($) | Contingent Compensation ($) | | Padmanabhan Srinivasan | 20,250 | 709 | — | — | — | | Yancey Spruill | — | 194 | — | 449,750 | — | | W. Matthew Steinfort(a) | 14,160 | 1,242 | 1,767 | — | — | | Bratin Saha | 8,333 | 673 | — | — | — | | Lawrence D'Angelo | — | 1,634 | — | — | — | | Muhammad Aaqib Gadit | — | — | — | — | 21,979,254 |

  74. Summary Compensation Table

    | (a) Total All Other Compensation may not foot due to rounding. |

  75. Summary Compensation Table

    | (6) Messrs. Srinivasan, Saha and D'Angelo were not named executive officers for 2022 and 2023 and Messrs. Steinfort and Gadit were not named executive officers for 2022. As a result, their compensation information for such years has been omitted. |

  76. Summary Compensation Table

    | (7) Amount shown includes the grant date fair value of Mr. Steinfort’s PSU award. In valuing the PSU awards, we assumed the probable achievement of the target levels for the performance goals. The grant date fair values of the 2024 PSU award, assuming maximum achievement of all performance conditions is $6,163,077. The MRSU award granted to Mr. Srinivasan is subject to market conditions, and not performance conditions, as defined under ASC Topic 718, and therefore did not have a maximum grant date value that differed from the grant date fair value reported in the table. |

  77. Summary Compensation Table

    | (8) Amount shown represents the additional bonus paid to Mr. Saha in March 2025, in recognition for his performance and service during the 2024 fiscal year. |

  78. Summary Compensation Table

    | (9) Mr. Gadit was employed in Pakistan through August 16, 2023 and was employed in the United Arab Emirates commencing on August 17, 2023 and as such received payments in Pakistani Rupees (“PKR”) and AED, respectively. The salary and non-incentive compensation values shown for 2023 were converted from PKR and AED to USD based on the currency exchange rates as of December 29, 2023, the last business day of the 2023 fiscal year (approximately 0.00356 USD per 1 PKR and 0.27223 USD per 1 AED). The salary value shown for 2024 was converted from AED to USD based on the currency exchange rate as of December 31, 2024, the last business day of the 2024 fiscal year (approximately 0.27222 USD per 1 AED). |

  79. Summary Compensation Table

    | (10) Amount shown includes (1) $16,850,762 of contingent compensation earned by Mr. Gadit on September 1, 2023 pursuant to the Share Purchase Agreement, dated as of August 19, 2022, by and among DigitalOcean, LLC, Cloudways Ltd., Mr. Gadit and the other parties thereto (the “Share Purchase Agreement”), which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on August 23, 2022; and (2) $8,786 representing the employer contributions to the Pakistan Provident Fund and Employees’ Old-Age Benefits Institution while Mr. Gadit was employed in Pakistan, which amounts were contributed by the employer in PKR and converted into USD based on the currency exchange rate as of December 29, 2023, the last business day of the 2023 fiscal year (approximately 0.00356 USD per 1 PKR). |

  80. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2024.

  81. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Padmanabhan Srinivasan | Annual Cash | — | 66,393 | 531,148 | 796,721 | — | — | — | — | — | | | RSU(3) | 2/12/2024 | — | — | — | — | — | — | 470,262 | 18,542,431 | | | MRSU(4) | 2/12/2024 | — | — | — | 48,295 | 193,178 | 289,767 | — | 7,999,986 | | Yancey Spruill | N/A | — | — | — | — | — | — | — | — | — | | W. Matthew Steinfort | Annual Cash | — | 54,000 | 432,000 | 648,000 | — | — | — | — | — | | | RSU(5) | 4/11/2024 | — | — | — | — | — | — | 45,485 | 1,659,293 | | | PSU(6) | 4/11/2024 | — | — | — | 10,559 | 84,472 | 168,944 | — | 3,081,539 | | Bratin Saha | Annual Cash | — | 27,049 | 216,394 | 324,590 | — | — | — | — | — | | | RSU(7) | 7/3/2024 | — | — | — | — | — | — | 337,597 | 11,758,504 | | | RSU(8) | 7/3/2024 | — | — | — | — | — | — | 84,399 | 2,939,617 | | Lawrence D'Angelo | Annual Cash | — | 23,659 | 189,276 | 283,914 | — | — | — | — | — | | | RSU(9) | 8/5/2024 | — | — | — | — | — | — | 135,840 | 3,704,357 | | | RSU(10) | 8/5/2024 | — | — | — | — | — | — | 15,093 | 411,586 | | Muhammad Aaqib Gadit | Annual Cash | — | 37,182 | 297,460 | 446,189 | — | — | — | — | — |

  82. Grants of Plan-Based Awards in 2024

    | (1) The amounts shown in the “Target” column represent target bonus amounts for each named executive officer for 2024 and the amounts in the “Threshold” and “Maximum” columns represent 12.5% and 150% of the target dollar amount, respectively, as described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Performance-Based Cash Bonus” above. The “Target” values for each of Messrs. Srinivasan, Saha and D'Angelo have been prorated based on the date of their hire in 2024. The amounts shown do not represent the actual bonus payments received by our named executive officers for the fiscal year ended December 31, 2024. The dollar value of the actual bonus payments is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. |

  83. Grants of Plan-Based Awards in 2024

    | (2) Amounts shown for RSU and PSU awards granted to our named executive officers represent the grant date fair value of such awards, computed in accordance with ASC Topic 718 and using the assumptions discussed in Note 2. Summary of Significant Accounting Policies–Stock-Based Compensation of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. With respect to the PSU awards, amounts shown include the grant date fair value assuming achievement of the target number of each named executive officer’s PSU award. The amount shown for the MRSU award granted to Mr. Srinivasan was calculated using a discrete model based on multiple stock price scenarios developed through the use of a Monte Carlo simulation. Such amounts do not reflect the actual economic value that may be realized by the named executive officers. |

  84. Grants of Plan-Based Awards in 2024

    | (3) 25% of the shares underlying this RSU award vested on March 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on June 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  85. Grants of Plan-Based Awards in 2024

    | (4) The MRSUs were granted pursuant to our 2021 Plan and may be earned based on the achievement of certain stock price goals over a five year period. The number of shares shown in the “Target” column represent the target number of shares for the named executive officer and the number of shares in the “Threshold” and “Maximum” columns represent 25% and 150% of the target number of shares, respectively. For more information, see our Current Report on Form 8-K filed on January 17, 2025. |

  86. Grants of Plan-Based Awards in 2024

    | (5) The shares underlying the RSUs vest in 16 equal quarterly installments beginning on June 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  87. Grants of Plan-Based Awards in 2024

    | (6) The PSUs were granted pursuant to our 2021 Plan and may be earned based on the achievement of certain financial targets. The number of shares shown in the “Target” column represents the target number of shares for the named executive officer and the number of shares in the “Threshold” and “Maximum” columns represent 12.5% and 150% of the target number of shares, respectively, as described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation” above. In February 2025, the Compensation Committee determined that the PSUs were achieved at 94.8% of the Target amount. All unachieved PSUs were canceled on the certification date. |

  88. Grants of Plan-Based Awards in 2024

    | (7) 25% of the shares underlying this RSU award vest on June 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on September 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  89. Grants of Plan-Based Awards in 2024

    | (8) The shares underlying these RSUs vest in 12 equal monthly installments beginning on July 17, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  90. Grants of Plan-Based Awards in 2024

    | (9) 25% of the shares underlying this RSU award vest on September 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on December 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  91. Grants of Plan-Based Awards in 2024

    | (10) 50% of the shares underlying this RSU award vested on each of September 30, 2024 and December 31, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  92. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2024. None of our named executive officers had any option awards outstanding as of December 31, 2024.

  93. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Padmanabhan Srinivasan | 2/12/2024 | 470,262(3) | 16,021,826 | — | — | | | 2/12/2024 | — | — | 289,767(4) | 9,872,362 | | Yancey Spruill | — | — | — | — | — | | W. Matthew Steinfort | 2/3/2023 | 241,612(5) | 8,231,721 | — | — | | | 3/1/2023 | 14,975(6) | 510,198 | — | — | | | 9/15/2023 | 69,818(7) | 2,378,699 | — | — | | | 4/11/2024 | 80,079(8) | 2,728,292 | — | — | | | 4/11/2024 | 36,957(9) | 1,259,125 | — | — | | Bratin Saha | 7/3/2024 | 337,597(10) | 11,501,930 | — | — | | | 7/3/2024 | 42,198(11) | 1,437,686 | — | — | | Lawrence D'Angelo | 8/5/2024 | 135,840(12) | 4,628,069 | — | — | | Muhammad Aaqib Gadit | — | — | — | — | — |

  94. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) All awards were granted pursuant to the 2021 Plan. |

  95. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) Market value is calculated based on the closing price of our common stock on December 31, 2024, the last trading day of the 2024 fiscal year, which was $34.07, as reported on the NYSE. |

  96. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) 25% of the shares underlying this RSU award vested on March 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on June 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  97. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) Represents the number of shares eligible to vest with respect to the MRSU assuming achievement of all of the Company stock price goals. The actual number of shares eligible to vest is less than the amount reported in this column. If the stock price targets are achieved during First Performance Period, 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date (the “Second Performance Period”) will vest on the fifth anniversary of the grant date. |

  98. Outstanding Equity Awards at 2024 Fiscal Year End

    | (5) 25% of the shares underlying this RSU award vested on December 1, 2023 and the remaining shares vest in 12 equal quarterly installments beginning on March 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  99. Outstanding Equity Awards at 2024 Fiscal Year End

    | (6) The award was granted as PSUs, to be earned based on the Company’s 2023 financial performance. Amount shown represents the number of shares earned with respect to the PSU based on actual achievement of the financial performance level for 2023. One-third of the shares underlying the PSU award vested on March 1, 2024, and the remaining shares vest in eight equal quarterly installments beginning on June 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  100. Outstanding Equity Awards at 2024 Fiscal Year End

    | (7) 25% of the shares underlying this RSU award vest on September 1, 2024 and the remaining shares vest in 12 equal quarterly installments beginning on December 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  101. Outstanding Equity Awards at 2024 Fiscal Year End

    | (8) The award was granted as PSUs, to be earned based on the Company’s 2024 financial performance. Amount shown represents the number of shares earned with respect to the PSU based on actual achievement of the financial performance level for 2024. One-third of the shares underlying the PSU award vested on March 1, 2025, and the remaining shares vest in eight equal quarterly installments beginning on June 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  102. Outstanding Equity Awards at 2024 Fiscal Year End

    | (9) The shares underlying the RSUs vest in 16 equal quarterly installments beginning on June 1, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  103. Outstanding Equity Awards at 2024 Fiscal Year End

    | (10) 25% of the shares underlying this RSU award vest on June 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on September 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  104. Outstanding Equity Awards at 2024 Fiscal Year End

    | (11) 25% of the shares underlying this RSU award vest on September 1, 2025 and the remaining shares vest in 12 equal quarterly installments beginning on December 1, 2025, subject to the named executive officer’s continuous service through each such vesting date. |

  105. Outstanding Equity Awards at 2024 Fiscal Year End

    | (12) 50% of the shares underlying this RSU award vested on each of September 30, 2024 and December 31, 2024, subject to the named executive officer’s continuous service through each such vesting date. |

  106. Options Exercised and Stock Vested in 2024

    Options Exercised and Stock Vested in 2024 The following table sets forth certain information regarding any option exercises and stock vested during the fiscal year ended December 31, 2024 with respect to our named executive officers. None of our named executive officers exercised any option awards during the fiscal year ended December 31, 2024.

  107. Options Exercised and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Padmanabhan Srinivasan | — | — | | Yancey Spruill | — | — | | W. Matthew Steinfort | 182,039 | 6,781,743 | | Bratin Saha | 42,201 | 1,624,384 | | Lawrence D'Angelo | 15,093 | 561,916 | | Muhammad Aaqib Gadit | 57,395 | 2,128,215 |

  108. Options Exercised and Stock Vested in 2024

    | (1) The value realized on vesting is determined by multiplying the number of vested RSUs and PSUs by the closing price of our common stock on the vesting date or, in the event the vesting date is not a trading date, the closing price of our common stock on the trading day immediately following the vesting date, each as reported by the NYSE. |

  109. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Current Named Executive Officers Severance Benefits--Executive Officers (General Terms) Pursuant to the employment agreements with our named executive officers, if such officer resigns for “good reason” or we terminate his employment without “cause” (each as defined in the applicable employment agreement), then the named executive officer will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of the named executive officer’s then-current base salary for a period of six months, paid in installments; and (2) reimbursement of health insurance premiums for the named executive officer and his eligible dependents from the last day of employment until the earlier of: (i) six months, or (ii) the time the named executive officer accepts employment with another employer that provides comparable benefits. Alternatively, if the named executive officer resigns for good reason or his employment is terminated without cause by us or a successor, in either case within three months prior to or within 12 months following a “change in control” (as defined in the applicable employment agreement), the named executive officer will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of the named executive officer’s then-current base salary for a period of 12 months, paid in a single lump sum within 60 days following the named executive officer’s last day of employment; (2) a bonus calculated at 100% achievement of all company and individual performance objectives, paid in a single lump sum within 60 days following the named executive officer’s last day of employment; and (3) reimbursement of health insurance premiums for the named executive officer and his eligible dependents from the last day of employment until the earlier of: (i) 12 months, or (ii) the time the named executive officer accepts employment with another employer that provides comparable benefits. In addition, 100% of the shares subject to the equity awards granted to the named executive officer that are subject to time-based vesting will vest and become exercisable. Further, if the named executive officer dies or is “disabled” (as defined in the 2021 Plan and subject to the criteria set forth in the applicable employment agreement), the named executive officer’s employment with us will terminate and either the named executive officer or his estate will be entitled to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of the named executive officer’s then-current base salary for a period of six months, paid in installments; and (2) if eligible based on the terms set forth in the award agreements governing the named executive officer’s equity pursuant to the 2021 Plan, acceleration of all of the named executive officer’s outstanding equity awards. In addition, in the event any of the payments or benefits that the named executive officer receives from the Company or that are otherwise paid or will become payable to the named executive officer would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officers would be entitled to receive a “payment” (as defined in the applicable employment agreement) equal to either (1) the largest portion of the payment that would result in no portion of the payment (after reduction) being subject to the related excise tax, or (2) the largest portion, up to and including the total, of the payment, whichever amount (i.e., the amount determined by clause (1) or by clause (2)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the related excise tax (all computed at the highest applicable marginal rate), results in the named executive officer’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the payment may be subject to the excise tax. As a condition to receiving any severance benefits described above or below, the named executive officer (or a representative of his estate) must sign and not revoke a general release agreement in a form reasonably acceptable to the Company. Padmanabhan Srinivasan The foregoing summary applies to Mr. Srinivasan’s employment agreement with the following enhancements: (1) all references to benefits paid for six months are replaced with 12 months; (2) all references to benefits paid for 12 months are replaced with 18 months; (3) in the event of a resignation for good reason or termination without cause (other than in connection with a change in control), 100% of the shares subject to the equity awards granted to Mr. Srinivasan that are subject to time-based vesting that are scheduled to vest over the twelve month period following the termination date will vest; and Mr. Srinivasan is entitled to a bonus calculated at 100% achievement of all company and individual performance objectives; (4) in the event of a resignation for good reason or termination without cause in either case within three months prior to or within 12 months following a change in control, Mr. Srinivasan is entitled to a bonus calculated at 150% achievement of all company and individual performance objectives. W. Matthew Steinfort The foregoing summary applies to Mr. Steinfort’s employment agreement, provided, however, if Mr. Steinfort resigns for good reason or his employment is terminated without cause during the two year period commencing on September 15, 2023, Mr. Steinfort will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of Mr. Steinfort’s then-current base salary for a period of 12 months, paid in installments; (2) reimbursement of COBRA premiums for Mr. Steinfort and his eligible dependents from the last day of employment until the earlier of: (i) 12 months, or (ii) the time Mr. Steinfort accepts employment with another employer that provides comparable benefits; (3) 100% of the shares subject to the equity awards granted to Mr. Steinfort that are subject to time-based vesting and that are scheduled to vest over the 12 month period following the termination date will vest on the termination date; and (4) the achievement of any performance-based restricted stock units shall be determined on the termination date based on the Company’s internal forecast for the financial performance measures relevant to such performance-based stock unit award and, assuming such achievement, the shares that are scheduled to vest over the 12 month period following the termination date will vest on the termination date. Following September 15, 2025, the employment terms revert to those described in the general terms summary. Bratin Saha

  110. Potential Payments Upon Termination or Change in Control

    The foregoing summary applies to Mr. Saha’s employment agreement with the following enhancements: (1) in the event of a resignation for good reason or termination without cause (other than in connection with a change in control), Mr. Saha will receive severance pay equal to 100% of the named executive officer’s then-current base salary for a period of 12 months, paid in installments, (2) in the event of a resignation for good reason or termination without cause (other than in connection with a change in control) within two years of Mr. Saha’s start date, 100% of the shares subject to the equity awards granted to Mr. Saha that are subject to time-based vesting that are scheduled to vest over the 12 month period following the termination date will vest, (3) in the event of a resignation for good reason or termination without cause in either case within three months prior to or within 12 months following a change in control, Mr. Saha is entitled to reimbursement of health insurance premiums for himself and his eligible dependents from the last day of employment until the earlier of: (i) 18 months, or (ii) the time the named executive officer accepts employment with another employer that provides comparable benefits. Lawrence D'Angelo The foregoing summary applies to Mr. D'Angelo’s employment agreement with no modifications. Departed Named Executive Officers Yancey Spruill On August 24, 2023, Mr. Spruill entered into the Spruill Separation Agreement with the Company that provided for his departure from the Company, effective as of the commencement of employment of his successor. Mr. Spruill’s successor, Padmanabhan Srinivasan, commenced employment with the Company on February 12, 2024, at which time Mr. Spruill departed the Company and received the following severance benefits, which were the benefits to which he was entitled under his employment agreement in connection with a termination without cause or resignation for good reason: (1) $514,000, representing 12 months of Mr. Spruill’s base salary, paid in installments; (2) $514,000, representing Mr. Spruill’s 2023 target annual bonus; (3) reimbursement of COBRA premiums for Mr. Spruill and his eligible dependents for up to 12 months; and (4) 12 months to exercise any vested shares subject to options granted to Mr. Spruill. Muhammad Aaqib Gadit On October 30, 2024, Mr. Gadit resigned from all positions with the Company and the Company waived the condition of the Share Purchase Agreement entered into in connection with the acquisition of Cloudways that required Mr. Gadit to provide continuous service through the payment date for the outstanding deferred payments in order to receive such payments. During Mr. Gadit’s employment in 2024, he received $14,652,836 of the deferred payments due to him in 2024 pursuant to the Share Purchase Agreement. Upon his departure, Mr. Gadit received an additional $7,326,418, equal to the total remaining deferred payments. Other than the payment of $19,018 for accrued but unused vacation payable to him in accordance with local law, Mr. Gadit did not receive any other severance benefits or payments. The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreement, as described above, assuming their employment was terminated as of the last business day of fiscal year 2024, including in connection with a change in control.

  111. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($)(1) | Continuation of Insurance Coverage ($) | Total ($) | | Padmanabhan Srinivasan | Termination without Cause or Good Reason | 600,000 | 600,000 | 7,009,528(2) | 39,069 | 8,248,597 | | | Termination without Cause or with Good Reason in connection with a CIC(3) | 900,000 | 900,000 | 16,021,826(2) | 58,604 | 17,880,430 | | | Termination in the case of Death or Disability(4) | 600,000 | — | — | — | 600,000 | | W. Matthew Steinfort | Termination without Cause or Good Reason(5) | 540,000 | — | 7,367,876(6) | 31,089 | 7,938,965 | | | Termination without Cause or with Good Reason in connection with a CIC(3) | 540,000 | 432,000 | 15,257,704(7) | 31,089 | 16,260,793 | | | Termination in the case of Death or Disability(4) | 270,000 | — | — | — | 270,000 | | Bratin Saha | Termination without Cause or Good Reason | 500,000 | — | 5,750,880 | —(8) | 6,250,880 | | | Termination without Cause or with Good Reason in connection with a CIC(3) | 500,000 | 400,000 | 12,939,616 | —(8) | 13,839,616 | | | Termination in the case of Death or Disability(4) | 500,000 | — | — | — | 500,000 | | Lawrence D'Angelo | Termination without Cause or Good Reason | 212,500 | — | — | 14,665 | 227,165 | | | Termination without Cause or with Good Reason in connection with a CIC(3) | 425,000 | 425,000 | 4,628,069 | 29,329 | 5,507,398 | | | Termination in the case of Death or Disability(4) | 212,500 | — | — | — | 212,500 |

  112. Potential Payments Upon Termination or Change in Control

    | (1) The value of accelerated vesting of unvested RSUs and PSUs is based upon the closing price of our common stock on December 31, 2024, the last trading day of the 2024 fiscal year, as reported on the NYSE, multiplied by the number of units accelerated. |

  113. Potential Payments Upon Termination or Change in Control

    | (2) Amount shown does not include the value of any acceleration under the MRSU award. Under the terms of the MRSU award agreement, any MRSUs that did not meet the stock price requirement as of termination of Mr. Srinivasan’s employment for any reason will be forfeited. The minimum stock price requirement was not met as of December 31, 2024 and as a result we have not considered any part of the MRSU award to be achieved for the purposes of the table. |

  114. Potential Payments Upon Termination or Change in Control

    | (3) Represents change in control (as defined in the 2021 Plan) severance benefits based on a double-trigger arrangement, which assumes the named executive officer is terminated without “cause” or resigns for “good reason” (as such terms are defined in the named executive officer’s employment agreement) within three months prior to or 12 months following a change in control of the Company. |

  115. Potential Payments Upon Termination or Change in Control

    | (4) Represents benefits based on termination in the case of a named executive officer’s death or disability (as defined in the 2021 Plan or any of the agreements governing the named executive officer’s employment, as applicable). |

  116. Potential Payments Upon Termination or Change in Control

    | (5) Reflects benefits set forth in the amendment to Mr. Steinfort’s employment agreements entered into in September 2023. Following September 15, 2025, the benefits revert to the terms of the original employment agreements, as described above. |

  117. Potential Payments Upon Termination or Change in Control

    | (6) Amount shown includes 12 months of acceleration of PSUs actually achieved in 2024, as set forth in the amendment to the employment agreements, in connection with a termination without cause or resignation for good reason. |

  118. Potential Payments Upon Termination or Change in Control

    | (7) Amount shown includes the acceleration of target PSUs granted in 2024. Pursuant to the terms of the PSU awards, in the event of a termination without cause or resignation for good reason in connection with a change in control during or on the last day of the performance period for the PSUs, the number of achieved PSUs shall be determined as the greater of (i) the target number of PSUs and (ii) the projected number of PSUs that would have been achieved during a performance period ending on the corporate transaction effective date. In the case such achieved PSUs are not assumed or substituted, all such PSUs will accelerate and vest immediately prior to the effective date of the change in control. |

  119. Potential Payments Upon Termination or Change in Control

    | (8) Mr. Saha is eligible to receive continuation of insurance coverage as described in the summary above, to the extent Mr. Saha is enrolled in Company benefits. Mr. Saha was not enrolled in Company benefits as of December 31, 2024. |

  120. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (except our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified our median compensated employee from all full-time employees globally as of a determination date of December 31, 2024. We did not have any part-time employees as of the determination date. We did not include any contractors or other non-employee workers in our employee population. We used a consistently applied compensation measure consisting of annual base salary, annual bonus target or annual commission target in effect as of the determination date. Non-United States employees’ compensation was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date (or in the case the determination date is not a business day, such business day immediately preceding the determination date). For purposes of determining the CEO Pay Ratio for 2024, because we had multiple principle executive officers for the year, we have used Mr. Srinivasan’s compensation in 2024 (determined without proration) plus Mr. Spruill’s compensation for the period he served as principal executive officer in 2024. The sum of Mr. Srinivasan’s and Mr. Spruill’s fiscal year 2024 annual total compensation as determined under Item 402 of Regulation S-K was $28,709,347, as reported in the “Summary Compensation Table.” The annual total compensation as determined under Item 402 of Regulation S-K of our median employee for fiscal year 2024 was $156,409. The ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee for fiscal year 2024 is 184 to 1.

  121. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to each person who served as our Chief Executive Officer (our “PEO”) during the year and our other named executive officers (collectively, our “non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid (First PEO)” and “Compensation Actually Paid (Second PEO)” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the “Summary Compensation Table” above. The following table sets forth additional compensation information of our PEO and our non-PEO NEOs, along with total shareholder return (“TSR”), net income and our Company selected measure (revenue growth) for fiscal years 2021, 2022, 2023 and 2024 (“Company Selected Measure”). In 2024, given the increased weighting on revenue as a performance metric for our cash bonus and PSU awards, we changed our Company Selected Measure to revenue growth from the sum of our revenue growth and adjusted free cash flow margin. Since the Company completed its IPO in 2021, data from fiscal year 2020 is excluded from the table.

  122. Pay Versus Performance

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) | First PEO(2) ($) | Second PEO(2) ($) | First PEO ($) | Second PEO ($) | Average Summary Compensation Table Total for non-PEO NEOs(2) ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income ($ in thousands) | Revenue Growth (%)(4) | | 2024 | 508,353 | 28,200,994 | (58,777,872) | 23,259,000 | 11,960,045 | 9,625,761 | 80.16 | 204.26 | 84,492 | 13% | | 2023 | 1,044,885 | — | 29,952,755 | — | 11,964,892 | 12,112,489 | 86.33 | 149.52 | 19,409 | 20% | | 2022 | 797,179 | — | (200,132,194) | — | 4,430,909 | (13,942,162) | 59.93 | 94.73 | (27,804)(5) | 34% | | 2021 | 82,536,062 | — | 293,335,312 | — | 7,774,582 | 13,883,786 | 189.01 | 131.92 | (19,503) | 35% |

  123. Pay Versus Performance

    | (1) The PEO and non-PEO NEOs included in the above compensation table reflect the following: |

  124. Pay Versus Performance

    | Year | First PEO | Second PEO (if applicable) | Non-PEO NEOs | | 2024 | Yancey Spruill | Padmanabhan Srinivasan | W. Matthew Steinfort, Bratin Saha, Lawrence D'Angelo, Muhammad Aaqib Gadit | | 2023 | Yancey Spruill | — | W. Matthew Steinfort, William Sorenson, Muhammad Aaqib Gadit, Gabriel Monroy, Megan Wood | | 2022 | Yancey Spruill | — | William Sorenson, Carly Brantz, Jeffrey Guy, Gabriel Monroy |

  125. Pay Versus Performance

    | (2) In determining the compensation actually paid (“CAP”) to our PEO and our non-PEO NEOs, we deducted or added back the following amounts from or to the total amounts of compensation reported in the table above for the 2024 fiscal year. Grant date fair value represents the grant date fair value of equity-based awards granted in each year. Fair value adjustments reflect adjustments to the value of equity awards as calculated in accordance with the rules prescribed under Item 402(v) of Regulation S-K and in accordance with ASC Topic 718, which included the categories of adjustments as set forth below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For additional information regarding the determination of fair value, see Note 2. Summary of Significant Accounting Policies–Stock-Based Compensation of the audited consolidated financial statements included in our Annual Report. |

  126. Pay Versus Performance

    | | 2024 ($) | | | PEO | First PEO | Second PEO | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | (26,542,417) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | 21,600,423 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | — | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (59,286,225) | — | | Total Added (or Deducted) | (59,286,225) | (4,941,994) |

  127. Pay Versus Performance

    | Non-PEO NEOs | 2024 ($) | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (5,888,724) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 5,388,775 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (433,235) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 626,585 | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (517,369) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (1,510,316) | | Total Added (or Deducted) | (2,334,284) |

  128. Pay Versus Performance

    | (3) Peer Group TSR reflects the Company’s peer group (S&P Information Technology Index) used in the stock performance graph contained in our Annual Report. The values assume $100 was invested in each of our common stock and our peer group index at their respective closing prices on March 24, 2021 (the date our common stock commenced trading on the NYSE), including the reinvestment of dividends. |

  129. Pay Versus Performance

    | (4) Represents revenue growth. In 2024, given the increased weighting on revenue as a performance metric for our cash bonus and PSU awards, we changed our Company Selected Measure to revenue growth from the sum of our revenue growth and adjusted free cash flow margin. Accordingly, the Company Selected Measure for 2023, 2022 and 2021 have been updated to show revenue growth for such years. |

  130. Pay Versus Performance

    | (5) Amount shown reflects restated net income as reflected in our restated consolidated financial statements for the fiscal year ended December 31, 2022. |

  131. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure The graphs below show the relationships between CAP to each of our PEOs and the average CAP to our non-PEO NEOs to each of (i) the Company’s TSR and the TSR of the S&P Information Technology Index, (ii) our net income and (iii) our Company Selected Measure, revenue growth.

  132. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following table provides what we believe are the most important financial performance measures we used to link CAP to our PEOs and non-PEO NEOs to Company performance in the most recent fiscal year, each of which is described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis”:

  133. Pay versus Performance Tabular List

    | Performance Measure | | Revenue growth | | Adjusted free cash flow margin | | Stock price |

  134. Pay versus Performance Tabular List

    All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.