DEF 14A of Quinstreet, Inc, Sep 20, 2024

DEF 14A of Quinstreet, Inc

Filed Sep 20, 2024 · FY20240001174947-24-001089

Open on EDGAR

  1. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS

  2. Recommendation of the Board of Directors

    Recommendation of the Board of Directors The Board of Directors recommends that you vote “FOR” the election of the nominees for election as Class III directors as described below, which proposal is designated as Proposal 1. Our Certificate of Incorporation provides for a classified Board of Directors. A classified structure offers several advantages, such as motivating potential activists or acquirers seeking control to initiate arms-length discussions with our Board of Directors, rather than engaging in unsolicited or coercive tactics, thereby better enabling our Board of Directors to maximize stockholder value and to ensure the equal and fair treatment of stockholders. Furthermore, a classified structure may promote board continuity and stability, encouraging directors to take a long-term perspective and ensuring that a majority of our Board of Directors will always have prior experience with the Company. Our Board has nominated Andrew Sheehan and Douglas Valenti for election as Class III directors at the 2024 annual meeting of stockholders. We did not receive any nominations from stockholders. Each person elected as a Class III director at the 2024 annual meeting of stockholders will serve a three-year term expiring on the date of the 2027 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. Unless authority to vote for the nominee is withheld, the shares represented by your properly completed proxy will be voted FOR the election of Andrew Sheehan and Douglas Valenti as Class III directors. In the event that any of Andrew Sheehan or Douglas Valenti becomes unable or unwilling to serve, the shares represented by your properly returned proxy will be voted for the election of such other person as the Board may recommend in their place. We have no reason to believe that our nominees will be unable or unwilling to serve as a director. Directors are elected by a plurality of the shares of common stock present or represented by proxy and entitled to vote, and the nominees who receive the most votes will be elected. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election. Each of our nominees has been chosen to stand for election in part because of their ability to ask relevant questions, understand QuinStreet’s opportunities and challenges, evaluate alternative strategies, and implement such strategies. Each of the nominees has a record of professional integrity, a strong work ethic, a willingness to spend the time and effort needed to maintain a collegial Board environment, and, in some cases, the experience of having served as a board member at other companies. Specific experience, qualifications, attributes, and skills of each nominee are described in each nominee’s biography below.

  3. Nominations for Election as Class III Directors (Terms Expiring on the Date of the 2027 Annual Meeting of Stockholders, if Elected)

    Nominations for Election as Class III Directors (Terms Expiring on the Date of the 2027 Annual Meeting of Stockholders, if Elected)

  4. Nominations for Election as Class III Directors (Terms Expiring on the Date of the 2027 Annual Meeting of Stockholders, if Elected)

    | Andrew Sheehan | Director since February 2017 | | Douglas Valenti | Director since July 1999 |

  5. Continuing Class I Directors (Terms Expiring on the Date of the 2025 Annual Meeting of Stockholders)

    Continuing Class I Directors (Terms Expiring on the Date of the 2025 Annual Meeting of Stockholders)

  6. Continuing Class I Directors (Terms Expiring on the Date of the 2025 Annual Meeting of Stockholders)

    | Stuart M. Huizinga | Director since April 2015 | | David Pauldine | Director since October 2014 | | James Simons | Director since July 1999 |

  7. Continuing Class II Directors (Terms Expiring on the Date of the 2026 Annual Meeting of Stockholders)

    Continuing Class II Directors (Terms Expiring on the Date of the 2026 Annual Meeting of Stockholders)

  8. Continuing Class II Directors (Terms Expiring on the Date of the 2026 Annual Meeting of Stockholders)

    | Asmau Ahmed | Director since July 2021 | | Matthew Glickman | Director since April 2017 | | Hillary Smith | Director since April 2021 |

  9. Directors, Executive Officers, and Officers

    Directors, Executive Officers, and Officers The names of our directors, executive officers, and officers and their ages, positions, and biographies as of the date of this proxy statement are set forth below. Our executive officers, Douglas Valenti and Gregory Wong, are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors, executive officers or officers.

  10. Directors, Executive Officers, and Officers

    | Name | Age | Position with QuinStreet | | Directors, Executive Officers and Officers: | | | | Douglas Valenti | 64 | Chief Executive Officer, Chairperson, and Nominee for Director | | Asmau Ahmed | 45 | Director | | Anna Fieler | 52 | Director | | Matthew Glickman | 58 | Director | | Stuart M. Huizinga | 62 | Director | | David Pauldine | 67 | Director | | Andrew Sheehan | 66 | Nominee for Director | | James Simons | 61 | Lead Independent Director | | Hillary Smith | 58 | Director | | Nina Bhanap | 51 | Chief Technology Officer and President, Product and Technology | | Martin J. Collins | 60 | Chief Legal & Privacy Officer | | Tim Stevens | 57 | Chief Operating Officer | | Gregory Wong | 51 | Chief Financial Officer |

  11. Directors

    Directors

  12. Douglas (Doug) Valenti

    Douglas (Doug) Valenti Mr. Valenti founded QuinStreet and has served as our Chief Executive Officer and as a member of our Board of Directors since July 1999 and as our Chairperson since March 2004. Prior to QuinStreet, Mr. Valenti served as a partner at Rosewood Capital, a venture capital firm; as a strategy consultant at McKinsey & Company; in various management roles at Procter & Gamble; and as a decorated nuclear submarine officer and qualified submarine warfare specialist (gold dolphins) for the U.S. Navy. Mr. Valenti is a graduate of the Georgia Institute of Technology with a Bachelor’s degree in Industrial Engineering, where he graduated with highest honors and was named the Georgia Tech Outstanding Senior; the U.S. Navy postgraduate nuclear engineering program; and the Stanford University Graduate School of Business with an M.B.A., where he was an Arjay Miller Scholar. As a seasoned executive and Chief Executive Officer of QuinStreet since 1999, Mr. Valenti brings in-depth knowledge of QuinStreet’s industry, competition, operations, and strategy that is important to the Board’s oversight of long-term strategy, enterprise risk management, compensation, and corporate governance practices for the Company.

  13. Asmau Ahmed

    Asmau Ahmed Ms. Ahmed has served as a member of our Board of Directors since July 2021. Ms. Ahmed has served on the board of directors at blackcomputeHER since July 2018, a non-profit organization that supports computing and technology education for black women and girls. Previously, Ms. Ahmed served as a Managing Director at Alphabet from July 2021 to April 2024. From September 2018 to July 2021, Ms. Ahmed served as an SVP/Managing Director — Business Executive at Bank of America. From September 2016 to August 2018, Ms. Ahmed served as a digital product executive at Capital One where she oversaw enterprise digital product and strategy for customer-facing products and experiences. From January 2012 to December 2017, Ms. Ahmed was a founder, chief executive officer, and board member at Plum Perfect, a visual search and advertising technology company. From September 2006 to November 2012, Ms. Ahmed served as a management consultant at Deloitte. Ms. Ahmed holds a B.S. with Honors in Chemical Engineering from the University of Virginia and an M.B.A. from Columbia Business School. Ms. Ahmed brings to the Board her executive experience, financial services experience, and knowledge in digital marketing.

  14. Anna Fieler

    Anna Fieler Ms. Fieler has served as a member of our Board of Directors since July 2020. Ms. Fieler has served as a member of the board of directors of J.Crew Group, LLC since January 2021; and as a member of the board of directors of Shake Shack Inc. (NYSE: SHAK) since December 2017, where she serves as a member of the compensation committee and has earned the CERT Certificate in Cybersecurity Oversight for public company board directors. Ms. Fieler is currently Founder & Partner of Madison Park Ventures, an investment and advisory firm focusing on early-stage technology startups that advance well-being, connection and productivity. Ms. Fieler served as Chief Marketing Officer of PopSugar Inc., a leading digital lifestyle media company, from 2014 to 2018. Prior to PopSugar, Ms. Fieler served as the Chief Marketing Officer of Stella & Dot LLC, an online social selling company, from 2011 to 2012. Prior to Stella & Dot, Ms. Fieler served as Vice President of Marketing for Tiny Prints, Inc., a digital commerce platform for invitations and greeting cards that was acquired by Shutterfly, Inc. in March 2011, from 2009 to 2011. Ms. Fieler also served in various leadership roles at eBay Inc. from 2001 to 2007. Ms. Fieler began her career in traditional advertising at Ogilvy & Mather. Ms. Fieler holds an MBA from Harvard Business School and graduated magna cum laude from Brown University. She has been appointed by the President of Brown University to serve on its Women’s Leadership Council. Ms. Fieler’s public board experience, executive experience and in-depth knowledge regarding the digital marketing industry are valuable to the Board’s oversight of our business and operations, strategy, and risk management.

  15. Matthew (Matt) Glickman

    Matthew (Matt) Glickman Mr. Glickman has served as a member of our Board of Directors since April 2017. Mr. Glickman is currently a Lecturer in Management at Stanford Graduate School of Business and a Managing Partner at Promise Venture Studio. He also advises technology executives and entrepreneurs and serves on the boards of several technology firms and nonprofit organizations. Mr. Glickman was previously a co-founder and chief executive officer of enterprise software company Merced Systems and of BabyCenter, Inc., a consumer website for new and expectant parents. Mr. Glickman also served as the founding chief financial officer of Teach for America, Inc. Mr. Glickman holds a B.A. in French and Economics from Amherst College, an M.A. in Educational Policy & Analysis from the Stanford School of Education, and an M.B.A. from the Stanford Graduate School of Business. Mr. Glickman’s executive experience and in-depth knowledge of the technology industry are important to the Board’s oversight of our business and operations, strategy, and risk management.

  16. Stuart M. Huizinga

    Stuart M. Huizinga Mr. Huizinga has served as a member of our Board of Directors since April 2015. Mr. Huizinga currently serves as the chief financial officer of Apollo Neuroscience, Inc. From August 2018 to February 2020, Mr. Huizinga served as chief financial officer of ACME Technologies, Inc. Mr. Huizinga served as chief financial officer of Sun Basket, Inc. in 2017. From 2000 to 2016, Mr. Huizinga served as senior vice president and chief financial officer at eHealth, Inc. (Nasdaq: EHTH). From 1984 to 2000, Mr. Huizinga served at various positions including partner at Arthur Andersen LLP in the firm’s audit business unit, where he also served as a worldwide expert within the firm’s technology practice, primarily in the software and Internet sectors. He is a Certified Public Accountant (inactive) in the State of California. Mr. Huizinga holds a B.S. in Business Administration from San Jose State University. Mr. Huizinga possesses substantial expertise in public company reporting, auditing, and financial accounting. With over sixteen years of executive leadership experience at another publicly-held Internet company, Mr. Huizinga brings deep knowledge of the online marketing and e-commerce industry which is valuable to the Board’s oversight of our business, strategy, and operations.

  17. David (Dave) Pauldine

    David (Dave) Pauldine Mr. Pauldine has served as a member of our Board of Directors since October 2014. Mr. Pauldine was the president of DeVry University from July 2006 to June 2014 and executive vice president of DeVry Education Group Inc., now Adtalem Global Education, Inc. (NYSE: ATGE), from October 2005 to June 2014. Prior to that, from 1989 to 2005, Mr. Pauldine served at Education Management Corporation, where his last position was executive vice president and president of The Art Institutes system of schools. From 1979 to 1989, Mr. Pauldine held various operational and management positions at DeVry. Mr. Pauldine serves on the board of the Shelter for Abused Women and Children in Naples, Florida. Mr. Pauldine also provides services for Pauldine Enterprises, LLC as a professional speaker and consultant. He previously served as a member of the board of The Association of Private Sector Colleges and Universities, now Career Education Colleges and Universities, from 2007 to 2013, including as vice chair from 2011 to 2012 and as board chair from June 2012 to June 2013. He also served as a board member for the American Red Cross, the Greater Fort Lauderdale Chamber of Commerce, Communities in Schools, Sarasota University, and ASPIRA. Mr. Pauldine holds a B.A. in Communication Arts from The University of Dayton and an M.A. in Leadership from McGregor School, Antioch University. Mr. Pauldine’s many years as a public company executive, including in the for-profit education industry, brings a deep understanding of the needs of the Company’s performance marketing clients as well as a depth of experience in business operations.

  18. Andrew (Andy) Sheehan

    Andrew (Andy) Sheehan Mr. Sheehan has served as a member of our Board of Directors since February 2017. Since 2014, Mr. Sheehan has served as the Managing Partner of Tippet Venture Partners, LLC, a venture capital firm. Mr. Sheehan was a partner of Sutter Hill Ventures, a venture capital firm, from 2007 to February 2021. Mr. Sheehan has served on the board of directors of Yext, Inc. (NYSE: YEXT), a publicly held technology company, since May 2008. Mr. Sheehan also serves on the board of directors of a number of privately-held companies in the technology industry. Mr. Sheehan holds a B.A. in English from Dartmouth College and an M.B.A. from the University of Pennsylvania, Wharton School. Mr. Sheehan’s leadership experience, expertise as an investor and in-depth knowledge regarding the technology industry are valuable to the Board’s oversight of our business, strategy, and operations.

  19. James (Jim) Simons

    James (Jim) Simons Mr. Simons has served as a member of our Board of Directors since July 1999 and our Lead Independent Director since July 2021. Mr. Simons is a managing director of Split Rock Partners, a venture capital firm, which he founded in June 2004. Prior to founding Split Rock Partners, Mr. Simons served as general partner of St. Paul Venture Capital, a venture capital firm, from November 1996 to June 2004. Previously, Mr. Simons was a partner at Marquette Venture Partners and held banking positions at Trammell Crow Company and First Boston Corporation. Mr. Simons also serves on the boards of directors of several privately-held companies. Mr. Simons holds a B.A. in Economics and History from Stanford University and an M.S. in Management from the J.L. Kellogg Graduate School of Management, Northwestern University. Mr. Simons has deep expertise in marketing and customer acquisition on the Internet and has many years of experience as an investor in Internet marketing and other companies. His in-depth knowledge of our business, business experience, and history as a director on our Board bring knowledge that is important to the Board’s oversight of our business and operations, strategy and risk management.

  20. Hillary Smith

    Hillary Smith Ms. Smith has served as a member of our Board of Directors since April 2021. Ms. Smith has served as a member of the board of directors of Yext, Inc. (NYSE: YEXT) since October 2020, where she serves as a member of the audit committee; as a member of the board of directors of Elevate Services, Inc., a private company that offers consulting, technology, and services to law departments and law firms, since November 2018, where she serves as the chair of the compensation committee and a member of the audit committee; and on the board of directors at the National Center for Lesbian Rights since September 2019. Ms. Smith has served as an operating partner at Craft Ventures since September 2019 and also serves as a consultant to various technology companies. Previously, Ms. Smith served as general counsel at a number of public and private technologies companies most recently Square, Inc. (n/k/a Block, Inc.), from December 2016 to March 2018. From July 2015 to October 2016, Ms. Smith served as general counsel and corporate secretary for Zenefits, and from May 2010 to June 2015, she served as general counsel to SuccessFactors, Inc. Ms. Smith served as deputy general counsel and then SVP, general counsel and corporate secretary for DoubleClick from March 2000 to September 2005, and general counsel for Right Media and associate general counsel for Yahoo! Inc. from January 2007 to May 2010. Ms. Smith holds a B.A. in History from Montana State University-Bozeman and a J.D. from Cornell Law School. Ms. Smith brings to the Board her public board experience, legal and regulatory expertise, executive experience, and knowledge in digital marketing.

  21. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The Board of Directors held four meetings during fiscal year 2024. All directors attended 75% or more of the total number of meetings of the Board and the committees on which they served in fiscal year 2024. As a matter of policy, directors are encouraged, but not required, to attend our annual meeting of stockholders. No directors attended our 2023 annual meeting of stockholders; no stockholders (other than employee stockholders) attended.

  22. FISCAL YEAR 2024 DIRECTOR COMPENSATION TABLE

    FISCAL YEAR 2024 DIRECTOR COMPENSATION TABLE

  23. FISCAL YEAR 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | Total ($) | | Anna Fieler | 55,000 | 144,999 | 0 | 199,999 | | Matthew Glickman | 55,000 | 144,999 | 0 | 199,999 | | Asmau Ahmed | 47,500 | 144,999 | 0 | 192,499 | | Stuart M. Huizinga | 76,000 | 144,999 | 0 | 220,999 | | David Pauldine | 72,000 | 144,999 | 0 | 216,999 | | Andrew Sheehan | 59,000 | 144,999 | 0 | 203,999 | | James Simons | 69,500 | 144,999 | 0 | 214,499 | | Hillary Smith(5) | 51,875 | 144,999 | 0 | 196,874 |

  24. FISCAL YEAR 2024 DIRECTOR COMPENSATION TABLE

    ____________ (1) We pay our non-employee directors their cash compensation quarterly in arrears, and, accordingly, the amounts in this column reflect fees earned in cash for fiscal year 2024. (2) The amounts reported in this column do not reflect the actual value realized by the non-employee director. Instead, as required by SEC rules, these amounts represent the “aggregate grant date fair value” for awards granted in fiscal year 2024, computed in accordance with FASB ASC Topic 718. The calculations of these values are determined by accounting requirements and may include vested as well as unvested awards, so they do not necessarily correspond to the actual value that ultimately may be realized by the non-employee directors with respect to the awards. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal year 2024, filed with the SEC on August 21, 2024. (3) As of the end of fiscal year 2024, Ms. Fieler held an aggregate of 5,136 unvested RSUs; Mr. Glickman held an aggregate of 4,823 unvested RSUs; Ms. Ahmed held an aggregate of 7,532 unvested RSUs; Mr. Huizinga held an aggregate of 4,823 unvested RSUs; Mr. Pauldine held an aggregate of 4,823 unvested RSUs; Mr. Sheehan held an aggregate of 4,823 unvested RSUs; Mr. Simons held an aggregate of 4,823 unvested RSUs; and Ms. Smith held an aggregate of 6,907 unvested RSUs. With respect to RSU grants in fiscal year 2024, Mr. Glickman elected to defer his settlement pursuant to the non-employee director compensation policy discussed under “Compensation of Board of Directors” above. As of the end of fiscal year 2024, Ms. Fieler held an aggregate of 43,253 deferred RSUs, Mr. Glickman held an aggregate of 71,765 deferred RSUs, and Mr. Huizinga held an aggregate of 66,654 deferred RSUs. (4) As of the end of fiscal year 2024, Ms. Fieler held an aggregate of 72,884 options; Ms. Ahmed held an aggregate of 50,000 options; and Ms. Smith held an aggregate of 56,650 options, in each case covering both vested and unvested shares of our common stock. (5) Ms. Smith elected to receive options in lieu of fees earned in cash for fiscal year 2024. The amount of the cash fees that would have been payable absent her election to receive the fees in options is included in the column entitled “Fees Earned or Paid in Cash.” The following table sets forth information regarding the individual options and stock awards granted during fiscal year 2024 to our non-employee directors, including the exercise price of the options (which was the fair market value of our common stock on the grant date) and the per-share “grant date fair value” for each option and stock award used in calculating the amounts reported in the “Fiscal Year 2024 Director Compensation Table” above:

  25. FISCAL YEAR 2024 DIRECTOR COMPENSATION TABLE

    | Name | Grant Date | Securities Underlying Stock Awards (#) | Securities Underlying Options Awards (#) | Per Share Exercise Price of Option ($) | Per Share Grant Date Fair Value of Equity Award ($)(1) | Grant Date Fair Value of Equity Awards ($)(1) | | Asmau Ahmed | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | Anna Fieler | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | | August 24, 2023 | 0 | 3,158 | 9.73 | 4.34 | 13,698 | | Matthew Glickman | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | Stuart M. Huizinga | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | David Pauldine | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | Andrew Sheehan | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | James Simons | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | Hillary Smith | October 27, 2023 | 14,471 | 0 | 0 | 10.02 | 144,999 | | | November 8, 2023 | 0 | 2,818 | 10.72 | 4.50 | 12,694 | | | February 13, 2024 | 0 | 2,080 | 15.01 | 6.09 | 12,664 | | | May 14, 2024 | 0 | 1,752 | 17.60 | 7.25 | 12,710 |

  26. FISCAL YEAR 2024 DIRECTOR COMPENSATION TABLE

    (1) See note (2) in the “Fiscal Year 2024 Director Compensation Table” above.

  27. Executive Compensation

    Executive Compensation The Compensation Committee sets the compensation of our senior officers, including our Named Executive Officers, considering their successful execution of our annual operating plan and the material risks associated with our executive compensation structure, policies and programs, if any. This plan is designed to further our long-term business objectives and create sustainable long-term stockholder value. Accordingly, our fiscal year 2024 compensation actions and decisions were largely based on each executive officer’s and officer’s contribution to Company-wide performance goals, consistent with our “pay-for-performance” philosophy. Fiscal Year 2024 Compensation Decisions The Compensation Committee took the following actions with respect to the specific compensation of our Named Executive Officers in fiscal year 2024: • in July 2023, determined not to increase the base salary or target bonus opportunity of any of our Named Executive Officers (even though, for the Chief Executive Officer the base salary and target bonus opportunity were below the 50th percentile of the compensation peer group) on the basis that the Company’s overall fiscal year 2023 performance did not warrant an increase in the amount of cash compensation that could be earned by these individuals; • in July 2023, approved grants of equity awards in the form of service-vesting RSU awards (“RSUs”) and performance-vesting RSU awards (“PSUs”) which, in each case, were below the 50th percentile of the compensation peer group, except for the Chief Executive Officer whose equity awards were at the 55th percentile of the compensation peer group; • in July 2024, determined that 100% of the PSUs were earned based on the Company’s financial performance for the fiscal year ended June 30, 2024; and • in July 2024, concurred with our Chief Executive Officer’s recommendation to pay annual bonuses at 40% of the target opportunity for each of our Named Executive Officers (other than our Chief Executive Officer), and also determined to pay an annual bonus at 40% of the target opportunity to our Chief Executive Officer. In making its base salary decisions, bonus determinations, and equity award decisions, the Compensation Committee engaged Compensia, Inc. (“Compensia”), an independent national consulting firm providing executive compensation advisory services, to prepare a competitive market analysis. In granting equity awards, the Compensation Committee took into consideration the following objectives: (i) maintaining a market-competitive target total direct compensation opportunity for each Named Executive Officer, (ii) retaining our key senior officers, (iii) rewarding individual performance in the preceding fiscal year, and (iv) providing our Named Executive Officers with an incentive to manage our business as owners. The equity awards subject a significant portion of our Named Executive Officers’ target total direct compensation to fluctuations in the market price of our common stock, thus helping to reinforce the alignment of their interests with those of our stockholders. As shown in the charts below, incentive compensation opportunities consisting of (a) annual bonus opportunities and (b) equity awards (consisting of RSUs and PSUs) comprised 91% of the target total direct compensation opportunity for our Chief Executive Officer and an average of 76% of the target total direct compensation opportunities for our other Named Executive Officers. These incentive compensation components of our executive compensation program are “at risk” because their value depends on our Company’s performance and our Named Executive Officers’ execution of our strategic objectives. Pay for Performance For fiscal year 2024, the Company maintained its focus on increasing revenue and generating positive cash flow. The Company’s primary cash flow measurement metric is adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Revenue and Adjusted EBITDA also constitute the basis of the two performance measures for the PSUs that were granted in fiscal year 2024. A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), is included in our Annual Report on Form 10-K for fiscal year 2024, filed with the SEC on August 21, 2024. The Company seeks to drive revenue and Adjusted EBITDA by using media margin dollars as a performance measure for annual bonuses. Media margin dollars are the Company’s gross revenues less the applicable media costs of those revenues. Using media margin dollars as a performance measure gives our senior officers the flexibility to grow Adjusted EBITDA by (i) increasing revenues at a constant media margin percentage, (ii) increasing media margin percentage, or (iii) increasing revenues at a faster rate than the concurrent increase in media costs. The annual bonus opportunities for the fiscal year 2024 Named Executive Officers were based on media margin dollar targets for the Company. 2023 Stockholder Advisory Vote on Named Executive Officer Compensation We conducted our annual stockholder advisory vote on named executive officer compensation (the “Say-on-Pay” vote) at our 2023 annual meeting of stockholders on October 27, 2023. We believe that it is important for our stockholders to have an opportunity to have an advisory vote on executive compensation on an annual basis to express their views regarding our executive compensation philosophy, our compensation program, policies, and practices, and the Compensation Committee’s decisions regarding executive compensation, all as disclosed in our proxy statements. The Board of Directors and the Compensation Committee value the opinions of our stockholders and, to the extent that there is any significant vote against the compensation of our Named Executive Officers as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Our Compensation Committee is willing to meet with the Company’s stockholders to discuss executive compensation matters. At the 2023 annual meeting of stockholders, more than 95% of the votes cast on the Say-on-Pay proposal were voted in favor of our Named Executive Officers’ compensation. The Compensation Committee reviewed the final vote results and determined that there were no significant stockholder concerns that would require us to make any significant changes to our executive compensation program at this time. Our Chief Executive Officer, Chief Financial Officer and Compensation Committee chairperson will continue to be available to meet with the Company’s stockholders to discuss and consider any concerns relating to executive compensation and other matters. We have determined that our stockholders should have the opportunity to cast an advisory vote on executive compensation each year, consistent with the preference expressed by our stockholders at the 2023 annual meeting of stockholders. We expect to hold our next advisory vote on the frequency of stockholder advisory votes on executive compensation at our 2029 annual meeting of stockholders. Compensation Governance We maintain the following corporate governance policies and executive compensation practices that support our pay-for-performance philosophy and serve to manage our compensation risks: • the Compensation Committee is comprised solely of independent directors including our lead director; • the Compensation Committee has engaged a compensation consultant to assist it with its review of executive compensation; • none of our senior officers has an employment agreement;

  28. Executive Compensation

    • we provide “double trigger” change in control severance payments and benefits for certain senior officers (discussed in greater detail below) rather than “single trigger” change in control severance payments and benefits; • we have clawback policies that create retroactive adjustments to any cash bonus or equity-based incentive compensation paid to our executive officers and other employees (discussed in greater detail below); • we do not maintain special executive perquisite programs, and our officers participate in the same health and welfare benefit plans as all other employees; • we do not provide tax reimbursements for our senior officers for excess parachute payments, perquisites, or personal benefits; • the Compensation Committee grants equity awards primarily at regularly scheduled quarterly Committee meetings set at the beginning of each fiscal year; • our insider trading policy provides that our directors and officers may not hold the Company’s shares in margin accounts or pledge the Company’s shares; • our insider trading policy provides that our directors and officers may not engage in short sales of the Company’s shares, derivative transactions in the Company’s shares (e.g., publicly traded options contracts, such as puts or calls), or other transactions that are designed to or have the effect of hedging or offsetting any change in the market value of the Company’s stock; and • our stock ownership guidelines require stock ownership at a level that is six times the annual base salary for our Chief Executive Officer and three times the annual cash retainer for our non-employee directors.

  29. Philosophy

    Philosophy We recognize that our success is in large part dependent on our ability to attract and retain talented employees. We endeavor to create and maintain a compensation program that rewards performance, teamwork, commitment, and rapid progress to effectively align the interests of our senior officers and stockholders. The Compensation Committee and management are committed to a pay-for-performance philosophy in designing our compensation policies, practices, and plans. Objectives The principles and objectives of our compensation and benefits programs for our employees generally, and for our Named Executive Officers specifically, are to: • closely align compensation with our business and financial objectives and the long-term interests of our stockholders; • motivate and reward individuals whose skills and performance promote our continued success; • attract, motivate, and retain highly-talented, experienced individuals who are incentivized to achieve our strategic objectives; and • offer total compensation that is competitive, reasonable, and fair. Design and Pay Mix The compensation of our Named Executive Officers consists of the following primary components: • base salary; • performance-based annual cash bonuses; • long-term incentive compensation in the form of equity awards (RSUs and PSUs); • employee health and welfare benefits; and • change in control payments and benefits. Each compensation component has a role in meeting the objectives described above. While we believe we offer competitive base salaries and performance-based annual cash bonus opportunities, we also believe that long-term incentive compensation in the form of equity awards is a critical compensation component for Internet and other growth-oriented technology companies. We believe that equity awards provide long-term incentives that align the interests of our employees and officers with the long-term interests of our stockholders. We carefully track equity compensation practices of competitors and other comparable companies to ensure that our policies and practices are competitive and generally consistent with the dilution rates of members of our peer group. We strive to achieve an appropriate mix between cash and equity compensation to meet our objectives. We do not apply any formal or informal policies or guidelines for allocating compensation between current and long-term compensation, between cash and equity compensation, or among different forms of equity compensation. As a result, the allocation between cash and equity varies among officers. The mix of compensation components is designed to reward short-term results and motivate long-term performance through a combination of cash and equity awards. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

  30. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee of the Board of Directors is responsible for administering and overseeing the executive compensation program for our senior officers, including our Named Executive Officers, and reports to the full Board of Directors on its discussions, decisions, and other actions. Our management and the Compensation Committee conduct an annual review of senior management compensation for purposes of setting executive compensation for the upcoming fiscal year. For fiscal year 2024, this review occurred at two meetings in June 2023 and July 2023. At that time, management and the Compensation Committee reviewed the information on market-based executive compensation provided by Compensia, considering the compensation we offer, to ensure that the executive compensation program established for fiscal year 2024 was competitive, reasonable, and fair. The Compensation Committee reviews the performance of our senior officers on an annual basis. Based on this review and the factors described below, the Compensation Committee, after considering the recommendations of our compensation consultant and our Chief Executive Officer with respect to the compensation of each senior officer other than himself, sets each senior officer’s compensation package, including base salary, annual bonus opportunity, and the size and structure of equity awards for the upcoming fiscal year. In evaluating and determining executive compensation, the Compensation Committee also considers the results of the most recent Say-on-Pay vote required by Section 14A of the Exchange Act. The Compensation Committee also conducts an annual review of all compensation components to ensure consistency with our compensation philosophy. The Compensation Committee is authorized to retain the services of third-party executive compensation specialists and other advisors from time to time in connection with the establishment of cash and equity compensation and related policies. Role of our Chief Executive Officer Our Chief Executive Officer makes recommendations to the Compensation Committee regarding base salaries, annual bonus opportunities, and long-term incentive compensation for our senior officers (other than himself), is involved in the determination of compensation for our senior officers (other than himself) and attends Compensation Committee meetings (except for sessions discussing and setting his compensation). Our Chief Executive Officer bases his recommendations on the Company’s financial and operational results, the senior officer’s contribution toward these results, individual and Company-wide performance toward goal achievement, an analysis of competitive market data prepared by the Compensation Committee’s compensation consultant and input from the Compensation Committee’s compensation consultant. Our Chief Executive Officer does not make any recommendation as to his own compensation. The Compensation Committee reviews our Chief Executive Officer’s recommendations, the analysis of competitive market data, and other relevant information and determines each senior officer’s total compensation, as well as each of their individual compensation components. The Compensation Committee bases its decisions regarding executive compensation on its evaluation of the performance of the Company and each senior officer, the judgment and experience of each of its members in determining compensation, the input of our Chief Executive Officer, the input of its compensation consultant, a review of competitive market data as described below, and other factors, such as prevailing industry trends, also as described below. Role of Compensation Consultant Since November 2009, the Compensation Committee has engaged Compensia as its compensation consultant to help evaluate our compensation philosophy and provide guidance in administering our executive compensation program. Compensia reports directly to the Compensation Committee and does not provide any services to the Company other than the services provided to the Compensation Committee. Based on its review of the applicable SEC rules and Nasdaq listing standards, the Compensation Committee believes that the work performed by Compensia for the Compensation Committee does not give rise to any conflicts of interest. Since fiscal year 2010, Compensia has also assisted the Compensation Committee in developing the compensation peer group described below and in providing competitive market data based on the compensation practices of the peer group and from general industry surveys, as appropriate. Competitive Market Data We believe it is important when making compensation-related decisions to be informed as to current practices of similarly situated companies. Consequently, the Compensation Committee selects a group of companies that are broadly similar to the Company in terms of industry and financial comparability as a reference point for evaluating the market practices of our “peers” in formulating compensation recommendations and to assist the Compensation Committee in its consideration of executive compensation. For fiscal year 2024, our compensation peer group (the “Peer Group”) consisted of the following companies:

  31. Role of the Compensation Committee

    Each of the companies in the Peer Group met the following criteria: (1) were operating in the Internet services and infrastructure industry, in the interactive media and services industry, in the Internet and direct marketing retail industry, or in the software industry, (2) had annual revenues between $283.0 million to $1.1 billion (or approximately 0.5x to 2.0x that of the Company’s revenue), and (3) had a market capitalization between $190.0 million to $3.0 billion (or approximately 0.25x to 4.0x that of the Company’s market capitalization). In addition, all are headquartered in the United States. Based on the criteria set forth above, Benefitfocus was removed due to an acquisition, Digital Media Solutions and SelectQuote were removed because their market capitalization was below the criteria, and NerdWallet, System1, Vivid Seats, and Yext were added to the Peer Group for fiscal year 2024. The Compensation Committee supplements the data derived from the Peer Group with broader compensation data provided by market surveys. Compensia also provided compensation data from Compensia’s proprietary database for positions comparable to those of our senior officers at technology companies with revenues between $300.0 million and $1.2 billion to the extent the Peer Group data was not sufficient. While the Compensation Committee does not “benchmark” pay levels against the Peer Group due to the unique aspects of our business, it believes that evaluating competitive market data is useful to understand market practice and to provide a general context for its decisions. The Compensation Committee exercises its discretion in determining the nature and extent of the use of this market data, which varies by role and individual.

  32. Section 4 — Compensation Components

    (b) Performance-Based Annual Cash Bonuses We use performance-based annual cash bonuses to motivate our senior officers, including our Named Executive Officers, to achieve our annual financial and operational goals while making rapid and sustainable progress toward our longer-term objectives. These bonuses are designed to reward both Company and individual performance. The Compensation Committee believes the following factors continue to be important in assessing performance bonus achievement: • the assessed sustainability of revenue; • whether the Company maintained or improved media margin targets or delivered margin dollars; • progress on initiatives to address challenges; • whether growth was achieved organically or via acquisitions; • the development of future growth potential and diversification of our revenue streams; and • the individual contributions of the senior officer. The Compensation Committee can exercise its discretion to reduce the amount of any actual award below the amount calculated with reference to the Company’s annual operating plan. Annual Bonus Opportunities For fiscal year 2024, each Named Executive Officer’s annual bonus opportunity was unchanged from fiscal 2023, and expressed as a total dollar amount, with individual opportunities ranging from 49% to 97% of base salary. Bonus opportunities were left unchanged in part because the Chief Executive Officer recommended, and the Compensation Committee concurred, that increases in bonus opportunity were not appropriate given the Company’s then-current level of profitability. Annual bonus opportunities for fiscal year 2024 were established in July 2023 by the Compensation Committee, based in part upon Compensia’s analysis and recommendations. The fiscal year 2024 annual bonus opportunity for each of our Named Executive Officers is set out in the section below entitled “Fiscal Year 2024 Bonus Decisions.” Annual Bonus Performance Measures For fiscal year 2024, the annual bonus performance measures for our Named Executive Officers were based on the Company’s media margin dollar targets set forth in the Company’s annual operating plan. The performance measures were designed so the calculation of annual bonus achievement would be weighted by expected media margin dollar contribution by vertical as set forth in the Company’s annual operating plan. For example, if a vertical was expected to contribute 20% of the aggregate expected media margin dollars in the Company’s annual operating plan, then the vertical’s actual media margin dollar contribution would have a 20% weighting in the calculation of annual bonus achievement. Performance against this plan would be calculated at fiscal year-end, with payouts based upon actual vertical performance. In this way, Named Executive Officers whose bonuses were based upon company-wide performance would still be paid based on aggregate corporate performance. Underachievement of a media margin dollar target by a single vertical, however, would be unlikely to result in a zero payout, absent the exercise of negative discretion. Fiscal Year 2024 Bonus Decisions In determining bonus awards for fiscal year 2024, the Compensation Committee reviewed the Company’s overall financial results for fiscal year 2024. This resulted in an aggregate bonus achievement of 40%. Accordingly, for fiscal year 2024 the Committee concurred in our Chief Executive Officer’s recommendation that a 40% bonus payout was appropriate for the Named Executive Officers other than the Chief Executive Officer. The Committee determined that a 40% bonus payout was also appropriate for the Chief Executive Officer. The Company has not paid out 100% of the target bonus opportunity to a Named Executive Officer whose bonus was based on company-wide performance in the last six fiscal years. In the last six fiscal years, the Company’s bonus payout to such officers averaged 34%. In two of the last six fiscal years, the Company’s bonus payout to such officers was 0%. Our Named Executive Officer’s fiscal year 2023 bonus payments and fiscal year 2024 annual bonus opportunities and payments were as follows:

  33. Section 4 — Compensation Components

    | Named Executive Officer | Fiscal Year 2023 Bonus Payout ($) | Fiscal Year 2024 Target Bonus Opportunity ($) | Fiscal Year 2024 Bonus Payout ($) | Fiscal Year 2024 Bonus Payout as a % of Target (%) | | Douglas Valenti | 166,740 | 555,800 | 222,320 | 40% | | Gregory Wong | 144,500 | 289,000 | 115,600 | 40% | | Nina Bhanap | 187,500 | 375,000 | 150,000 | 40% | | Tim Stevens | 122,400 | 244,800 | 97,920 | 40% | | Martin J. Collins | 102,000 | 204,000 | 81,600 | 40% |

  34. Section 4 — Compensation Components

    (c) Long-Term Incentive Awards We use long-term incentive awards, in the form of RSUs and PSUs, to attract and retain our senior officers, including our Named Executive Officers, to motivate and reward them for outstanding Company and individual performance and to align their interests with those of our stockholders. We grant equity awards to our senior officers both at the time of initial hire, and then on an annual basis. Since fiscal year 2013, we have granted annual awards consisting in whole or in part of RSUs. Our practice has been to grant annual awards at the Compensation Committee’s first regularly scheduled meeting after the start of the fiscal year (typically in July). This practice was followed in fiscal year 2024, with awards made in July 2023. The Compensation Committee also has the discretion, following recommendations made to the Compensation Committee by our Chief Executive Officer, to grant stock options or RSU awards at any time to reflect officer promotions or maintain pay parity. In determining the size of the equity awards to be granted to our senior officers, including our Named Executive Officers, the Compensation Committee takes into account several factors, including our Chief Executive Officer’s recommendation for the Named Executive Officers other than himself, our short-term and long-term financial and strategic objectives, an individual’s relative job scope, the value of the Named Executive Officers’ then-current equity incentive award holdings, individual performance history, prior and anticipated future contributions to the Company, the size of prior awards, an analysis of competitive market data (including the equity award practices of the Peer Group), our annual equity budget, and the net aggregate amount of the shares proposed to be awarded to all employees for the fiscal year. After considering these factors, the Compensation Committee determines the size of the equity awards at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. After reviewing a competitive market analysis prepared by Compensia and taking into consideration the recommendations of our Chief Executive Officer (as to the equity awards for our senior officers other than himself), the Compensation Committee in July 2023 determined the size of each senior officer’s equity awards (RSUs and PSUs) using the factors described above. The RSUs and PSUs granted to the Named Executive Officers in fiscal year 2024 were as follows:

  35. Section 4 — Compensation Components

    | Named Executive Officer | Number of Shares Subject to Service-Vesting RSU Grant (#)(1) | Grant Date Fair Value of Service-Vesting RSU Grant ($)(2) | Number of Shares Subject to Performance-Vesting RSU Grant (Target) (#)(3) | Grant Date Fair Value of Performance-Vesting RSU Grant (Target) ($)(4) | | Douglas Valenti | 190,000 | 1,717,600 | 380,000 | 3,435,200 | | Gregory Wong | 75,000 | 678,000 | 50,000 | 452,000 | | Nina Bhanap | 112,500 | 1,017,000 | 75,000 | 678,000 | | Tim Stevens | 75,000 | 678,000 | 50,000 | 452,000 | | Martin J. Collins | 54,000 | 488,160 | 36,000 | 325,440 |

  36. Section 4 — Compensation Components

    (1) The amounts reported in this column represent RSUs with four-year service vesting schedules. The RSUs vest as follows: 25% of the award vests on the first anniversary of the date of the vesting commencement date (typically, which is on or about the date of grant), and 6.25% of the award vested each quarter over the subsequent twelve quarters. (2) The amounts reported in this column represent the aggregate grant date fair value for RSUs granted in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal year 2024, filed with the SEC on August 21, 2024. As noted, the amounts reported reflect the prescribed accounting value and do not reflect the actual economic value that may be realized by the applicable Named Executive Officer. (3) The amounts reported in this column assume that the fiscal year 2024 performance criteria of the PSUs issued in July 2023 are fully achieved. Any PSUs issued would then vest as follows: 25% on the first anniversary of the date of the vesting commencement date (typically on or about the date of grant), and 6.25% over the subsequent twelve quarters. For more information about the performance measures and related target levels for these fiscal year 2024 awards, see “Performance-Vesting RSU Awards” below. (4) The amounts reported in this column assume that (i) the PSU performance criteria are fully achieved and (ii) all such shares are valued at the closing price on the grant date. With respect to fiscal year 2024, the Compensation Committee determined that a combination of RSUs and PSUs properly align the incentives between our Named Executive Officers and our Company in view of the equity awards’ direct tie to our stock price performance. Service-Vesting RSU Awards We believe RSUs provide a strong retention component to our equity compensation program while also providing an alignment with stockholders’ interests since the value of the RSU awards is determined by our stock price. We also believe that RSUs can serve as an effective retention tool due to vesting requirements that are based on continued service with the Company. Together with other equity awards, RSUs can help create an ownership culture. Our typical RSUs have a four-year vesting schedule and are designed to encourage long-term employment with the Company while allowing our senior officers to realize increased compensation in line with the value they have created for our stockholders. Performance-Vesting RSU Awards (PSUs) We believe that PSUs further align our officers’ and employees’ interests with those of our stockholders. Our officers and employees benefit from these awards only if certain pre-established performance conditions are deemed achieved. In addition, we believe these awards help retain our officers and employees based on the service component of the PSU’s vesting requirements. As in prior years, the PSUs granted in fiscal year 2024 contained a revenue metric and an Adjusted EBITDA metric. A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP, is included in our Annual Report on Form 10-K for fiscal year 2024, filed with the SEC on August 21, 2024. The Company’s performance against these metrics, as assessed by the Compensation Committee at the end of the fiscal year, determines the number of shares available for vesting under the award. Inclusive of the initial year during which performance is measured and the subsequent three-year service vesting period, vesting occurs over the Company’s standard four-year service vesting period. Accordingly, the PSUs require both performance (assessed at the end of the first fiscal year) and continuous service over an additional three years (to obtain the financial benefit of the first-year performance). As in prior years, the PSU metrics were established in July, at the beginning of the Company’s fiscal year. For fiscal year 2024, the metrics established in July 2023 were as follows: • Adjusted EBITDA Metric. At a minimum, the Company’s Adjusted EBITDA for fiscal year 2024, as a percentage of net revenue (“Adjusted EBITDA Percentage”), would need to equal or exceed 0% for any of the PSUs to be deemed earned. If the Adjusted EBITDA Percentage was less than 0%, then no PSUs would be deemed earned, notwithstanding the achievement of the revenue metrics. • Revenue Metrics. If the Adjusted EBITDA Metric is met, then the Company’s net revenue for fiscal year 2024 would need to be equal to or greater than $523,945,000 for any PSUs to be deemed earned. If the net revenue minimum was not achieved, then no PSUs would be deemed earned or issued. If the net revenue minimum was achieved, the number of PSUs that would be deemed earned and issuable (subject to standard continuous service vesting) would be as follows: • if the Company’s net revenue for fiscal year 2024 was equal to or greater than $523,945,000 but less than $572,022,000, at least 30% of the PSUs would be deemed earned with up to 60% of the remaining PSUs to be deemed earned on a linear pro-rata basis based on achievement along that net revenue range; or • if the Company’s net revenue for fiscal year 2024 was equal to or greater than $572,022,000, at least 90% of the PSUs would be deemed earned with up to 10% of the remaining PSUs to be deemed earned on a linear pro-rata basis based on achievement along a net revenue range from $572,022,000 to $580,624,000. If all PSU metrics were achieved in fiscal year 2024, then a maximum of 100% of the PSUs granted in fiscal year 2024 would be deemed earned and issued. The PSUs have no mechanism for over 100% achievement. Fiscal Year 2024 PSU Results For fiscal year 2024, the Compensation Committee determined that the PSU metrics were achieved with respect to the PSUs granted in fiscal year 2024. Consequently, 100% of the shares of our common stock subject to the PSUs granted in fiscal year 2024 were earned and will continue to vest over the remainder of the four-year vesting schedule of each award.

  37. Fiscal Year 2024 Summary Compensation Table

    | Name and Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total Compensation ($) | | Douglas Valenti | 2024 | 572,150 | 0 | 5,152,800 | 222,320 | 5,947,270 | | Chairperson and Chief | 2023 | 572,150 | 0 | 4,047,000 | 166,740 | 4,785,890 | | Executive Officer | 2022 | 540,750 | 0 | 3,664,000 | 114,750 | 4,319,500 | | Gregory Wong | 2024 | 445,000 | 0 | 1,130,000 | 115,600 | 1,690,600 | | Chief Financial Officer | 2023 | 445,000 | 0 | 1,065,000 | 144,500 | 1,654,500 | | | 2022 | 425,000 | 0 | 1,465,600 | 117,600 | 2,008,200 | | Nina Bhanap | 2024 | 500,000 | 0 | 1,695,000 | 187,500 | 2,382,500 | | Chief Technology Officer and | 2023 | 500,000 | 0 | 1,597,500 | 187,500 | 2,285,000 | | President, Product and Technology | 2022 | 425,000 | 0 | 1,575,520 | 131,040 | 2,131,560 | | Tim Stevens | 2024 | 426,000 | 0 | 1,130,000 | 97,920 | 1,653,920 | | Chief Operating Officer | 2023 | 426,000 | 0 | 1,065,000 | 122,400 | 1,613,400 | | | 2022 | 390,000 | 0 | 1,465,600 | 107,520 | 1,963,120 | | Martin J. Collins | 2024 | 413,000 | 0 | 813,600 | 81,600 | 1,308,200 | | Chief Legal and Privacy Officer | 2023 | 413,000 | 0 | 766,800 | 102,000 | 1,281,800 | | | 2022 | 365,000 | 0 | 989,280 | 86,400 | 1,440,680 |

  38. Fiscal Year 2024 Grant of Plan-Based Awards Table

    Fiscal Year 2024 Grant of Plan-Based Awards Table The following table provides information regarding all grants of plan-based awards that were made to or earned by the Named Executive Officers during fiscal year 2023. Disclosure on a separate line item is provided for each award granted to a Named Executive Officer.

  39. Fiscal Year 2024 Grant of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Threshold ($)(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Target ($)(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Maximum ($)(3) | Estimated Future Payouts Under Equity Incentive Plan Awards: Target (#)(5) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Equity Awards ($)(4) | | Douglas Valenti | — | 0 | 555,800 | 1,111,60 | 0 | 0 | 0 | 0 | 0 | | | 25-Jul-23 | 0 | 0 | 0 | 0 | 190,000 | 0 | 0 | 1,717,600 | | | 25-Jul-23 | 0 | 0 | 0 | 380,000 | 0 | 0 | 0 | 3,435,200 | | Gregory Wong | — | 0 | 289,000 | 578,000 | 0 | 0 | 0 | 0 | 0 | | | 25-Jul-23 | 0 | 0 | 0 | 0 | 75,000 | 0 | 0 | 678,000 | | | 25-Jul-23 | 0 | 0 | 0 | 50,000 | 0 | 0 | 0 | 452,000 | | Nina Bhanap | — | 0 | 375,000 | 750,000 | 0 | 0 | 0 | 0 | 0 | | | 25-Jul-23 | 0 | 0 | 0 | 0 | 112,500 | 0 | 0 | 1,017,000 | | | 25-Jul-23 | 0 | 0 | 0 | 75,500 | 0 | 0 | 0 | 678,000 | | Tim Stevens | — | 0 | 244,800 | 489,600 | 0 | 0 | 0 | 0 | 0 | | | 25-Jul-23 | 0 | 0 | 0 | 0 | 75,000 | 0 | 0 | 678,000 | | | 25-Jul-23 | 0 | 0 | 0 | 50,000 | 0 | 0 | 0 | 452,000 | | Martin J. Collins | — | 0 | 204,000 | 408,000 | 0 | 0 | 0 | 0 | 0 | | | 25-Jul-23 | 0 | 0 | 0 | 0 | 54,000 | 0 | 0 | 488,160 | | | 25-Jul-23 | 0 | 0 | 0 | 36,000 | 0 | 0 | 0 | 325,440 |

  40. Fiscal Year 2024 Grant of Plan-Based Awards Table

    ____________ (1) This column shows the threshold bonus payout corresponding with 0% achievement of each executive officer’s and officer’s performance targets for fiscal year 2024. (2) This column shows the target bonus payout corresponding with 100% achievement of each executive officer’s and officer’s performance targets for fiscal year 2024. The bonus plans provided for possible target bonus payouts ranging from 49% to 97% of the annual base salaries of our Named Executive Officers. Payout of the bonuses was dependent on achievement against our media margin dollar target and the individual’s achievement against that plan and against other strategic objectives, as further described in the “Compensation Discussion and Analysis” above. The actual bonus payments for fiscal year 2024 are set forth in the “Non-Equity Incentive Plan Compensation” column. (3) This column shows the maximum bonus payout corresponding with 200% achievement of each executive officer’s and officer’s performance targets for fiscal year 2024. (4) The amounts shown reflect the fair value of each equity award on the grant or modification date as determined under the principles used to calculate the value of equity awards for purposes of our consolidated financial statements. For a discussion of the assumptions and methodologies used to calculate the value of the equity awards, please see footnote (1) to the “Summary Compensation Table” above. (5) Represents PSUs that vest as to 100% of covered shares subject to the achievement of pre-established performance conditions for fiscal year 2024. As of the end of the performance period, the Compensation Committee determined that the performance conditions for these outstanding PSUs were satisfied as described in the “Compensation Discussion and Analysis” above. Accordingly, 100% of the shares of our common stock subject to these PSUs will vest as follows: 25% of these awards vest on the first anniversary of the date of the vesting commencement date, which is on or about the date of grant, and 6.25% of these awards vests on each quarterly anniversary over the remaining 12 quarters thereafter. For more information about the performance measures and related target levels for these new awards, see the discussion in the “Compensation Discussion and Analysis” above.

  41. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End Table The following table presents information regarding outstanding equity awards held by the Named Executive Officers as of June 30, 2024.

  42. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Douglas Valenti | July 29, 2020 | — | — | — | — | 6,250 | 103,688 | | | July 29, 2020 | — | — | — | — | 6,250(7) | 103,688 | | | July 26, 2021 | — | — | — | — | 31,250 | 518,438 | | | July 26, 2021 | — | — | — | — | 31,250(6) | 518,438 | | | July 26, 2022 | — | — | — | — | 106,875 | 1,773,056 | | | July 26, 2022 | — | — | — | — | 106,875(5) | 1,773,056 | | | July 25, 2023 | __ | __ | __ | __ | 190,000 | 3,152,100 | | | July 25, 2023 | __ | __ | __ | __ | 380,000(4) | 6,304,200 | | Gregory Wong | July 27, 2017 | 40,000 | — | 4.01 | July 28, 2024 | — | — | | | July 29, 2020 | — | — | — | — | 2,563 | 42,520 | | | July 29, 2020 | — | — | — | — | 2,563(7) | 42,520 | | | July 26, 2021 | — | — | — | — | 12,500 | 207,375 | | | July 26, 2021 | — | — | — | — | 12,500(6) | 207,375 | | | July 26, 2022 | — | — | — | — | 42,188 | 699,899 | | | July 26, 2022 | — | — | — | — | 14,061(5) | 233,272 | | | July 25, 2023 | — | — | — | — | 75,000 | 1,244,250 | | | July 25, 2023 | — | — | — | — | 50,000(4) | 829,500 | | Nina Bhanap | July 29, 2020 | — | — | — | — | 3,125 | 51,844 | | | July 29, 2020 | — | — | — | — | 3,125(7) | 51,844 | | | July 26, 2021 | — | — | — | — | 13,438 | 222,936 | | | July 26, 2021 | — | — | — | — | 13,435(6) | 222,887 | | | July 26, 2022 | — | — | — | — | 63,282 | 1,049,848 | | | July 26, 2022 | — | — | — | — | 21,093(5) | 349,933 | | | July 25, 2023 | — | — | — | — | 112,500 | 1,866,375 | | | July 25, 2023 | — | — | — | — | 75,000(4) | 1,244,250 | | Timothy Stevens | July 29, 2020 | — | — | — | — | 2,813 | 46,668 | | | July 29, 2020 | — | — | — | — | 2,813(7) | 46,668 | | | July 26, 2021 | — | — | — | — | 12,500 | 207,375 | | | July 26, 2021 | — | — | — | — | 12,500(6) | 207,375 | | | July 26, 2022 | — | — | — | — | 42,188 | 699,899 | | | July 26, 2022 | — | — | — | — | 14,061(5) | 233,272 | | | July 25, 2023 | — | — | — | — | 75,000 | 1,244,250 | | | July 25, 2023 | — | — | — | — | 50,000(4) | 829,500 | | Martin J. Collins | July 29, 2020 | — | — | — | — | 1,875 | 31,106 | | | July 29, 2020 | — | — | — | — | 1,875(7) | 31,106 | | | July 26, 2021 | — | — | — | — | 8,438 | 139,986 | | | July 26, 2021 | — | — | — | — | 8,435(6) | 139,937 | | | July 26, 2022 | — | — | — | — | 30,375 | 503,921 | | | July 26, 2022 | — | — | — | — | 10,125(5) | 167,974 | | | July 25, 2023 | — | — | — | — | 54,000 | 895,860 | | | July 25, 2023 | — | — | — | — | 36,000(4) | 597,240 |

  43. Fiscal Year 2024 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Each stock option granted to our executive officers and officers vests over a four-year period as follows: 25% of the shares of our common stock underlying the option vest on the first anniversary of the date of the vesting commencement date, which is the date of grant, and the remainder of the shares of our common stock underlying the option vest in equal monthly installments over the remaining 36 months thereafter. (2) Except as otherwise noted for PSUs, the RSUs vest over four years as follows: 25% of the RSU awards vest on the first anniversary of the date of the vesting commencement date, which is on or about the date of grant, and 6.25% of the RSU awards vest on each quarterly anniversary over the remaining 12 quarters thereafter. See footnote 4, 5, 6 and 7 to this table below for the fiscal year 2024, fiscal year 2023, fiscal year 2022, and fiscal year 2021 PSUs’ vesting period, respectively. (3) The market value of unvested awards is calculated by multiplying the number of unvested awards held by the applicable Named Executive Officer by the closing price of our common stock on June 30, 2024, the last trading day of fiscal year 2024, which was $16.59. (4) These PSUs are subject to the achievement of pre-established performance conditions for fiscal year 2024. As of the end of the performance period, the Compensation Committee determined that the performance conditions for these outstanding PSUs were satisfied as described in the “Compensation Discussion and Analysis” above. Accordingly, 100% of the shares of our common stock subject to these PSUs will vest as follows: 25% of these awards vest on the first anniversary of the date of the vesting commencement date, which is on or about the date of grant, and 6.25% of these awards vests on each quarterly anniversary over the remaining 12 quarters thereafter. (5) These PSUs are subject to the achievement of pre-established performance conditions for fiscal year 2023. As of the end of the performance period, the Compensation Committee determined that the performance conditions for these outstanding PSUs were not satisfied. Accordingly, none of the shares of our common stock subject to these PSUs will vest. (6) These PSUs are subject to the achievement of pre-established performance conditions for fiscal year 2022. As of the end of the performance period, the Compensation Committee determined that the performance conditions for these outstanding PSUs were satisfied, in whole or in part, resulting in 1% achievement for Mr. Valenti and 75% achievement for Messrs. Wong, Collins, and Stevens and Ms. Bhanap. Accordingly, the achieved percentages of the shares of our common stock subject to these PSUs will vest as follows: 25% of these awards vest on the first anniversary of the date of the vesting commencement date, which is on or about the date of grant, and 6.25% of these awards vests on each quarterly anniversary over the remaining 12 quarters thereafter. (7) These PSUs are subject to the achievement of pre-established performance conditions for fiscal year 2021. As of the end of the performance period, the Compensation Committee determined that the performance conditions for these outstanding PSUs were satisfied and 100% of the shares of our common stock subject to these PSUs will vest as follows: 25% of these awards vest on the first anniversary of the date of the vesting commencement date, which is on or about the date of grant, and 6.25% of these awards vests on each quarterly anniversary over the remaining 12 quarters thereafter.

  44. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    Option Exercises and Stock Vested in Fiscal Year 2024 Table The following table presents information on the option exercises by, or vesting of stock awards held by, the Named Executive Officers during fiscal year 2024.

  45. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Douglas Valenti | 0 | 0 | 170,123 | 2,162,983 | | Gregory Wong | 100,000 | 537,000 | 75,514 | 968,468 | | Nina Bhanap | 0 | 0 | 101,368 | 1,289,254 | | Tim Stevens | 0 | 0 | 77,514 | 995,953 | | Martin J. Collins | 0 | 0 | 53,963 | 691,177 |

  46. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    ____________ (1) The value realized on exercise is calculated by multiplying the number of shares for which the stock options were exercised by the excess of the sale price of the common stock acquired upon exercise over the applicable exercise price per share of the stock option. (2) The value realized on vesting is calculated by multiplying the number of shares underlying the stock award that vested by the closing price of our common stock, or if such day is the weekend or a holiday, on the immediately preceding trading day.

  47. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans in which our senior officers participate.

  48. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans for our senior officers.

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  50. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K (the “Pay Ratio Rule”), we are providing the following information for our fiscal year 2024: • the total compensation paid to the median employee of the Company (excluding our Chief Executive Officer) was $80,075 and • the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $5,947,270. The ratio of these two amounts is 74 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. The median employee’s annual total compensation for our fiscal year 2024, as calculated using the same methodology we used for Named Executive Officers in our Summary Compensation Table, was compared to our Chief Executive Officer’s annual total compensation as it appears in our Summary Compensation Table. In calculating the pay ratio between a median employee’s and a chief executive officer’s total compensation, the Pay Ratio Rule allows companies to use various estimates, assumptions, adjustments and statistical sampling. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we have reported above. Identifying the Median Employee We identified the median employee for fiscal year 2024 by considering our employee population as of April 15, 2024, which is within the last three months of our fiscal year 2024. We identified our median employee from our global pool of full-time, part-time, temporary and seasonal employees located in the United States and outside the United States in India and Mexico, and from this pool, we excluded our Chief Executive Officer (the “Employee Pool”). In identifying the median employee, we compared the amount of base salary and the actual bonus earned in fiscal year 2024 as reflected in our payroll records. This measure was applied consistently to each employee in our Employee Pool. For employees paid in currencies other than U.S. dollars, we converted their compensation to U.S. dollars using the exchange rates in effect on April 15, 2024. We annualized the base salaries of employees who were hired during fiscal year 2024. In addition, we did not make any cost of living adjustments in identifying the median employee. The following chart shows the Company’s pay ratio multiple (“Pay Ratio”) for fiscal year 2024 as well as the Pay Ratios disclosed by various Peer Group companies in the most recent proxy statement filed by each company. ____________ (1) Besides the Company’s Pay Ratio for fiscal year 2024, this chart includes the Pay Ratios disclosed in the most recent proxy statements filed by each of the following Peer Group companies: 2U, Alarm.com Holdings, Blucora (n/k/a Avantax), CarGurus, Cars.com, LendingTree, LivePerson, MediaAlpha, MicroStrategy, Progress Software, Quotient Technology, SecureWorks, Shutterstock, TechTarget, TrueCar, and Yext. The revenue figures are based on the most recent annual report filed by each company. The following Peer Group companies did not have pay ratio available: EverQuote, NerdWallet, Perficient, System1, and Vivid Seats.

  51. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the “PvP Rules”), we are providing the following: (1) tabular compensation and performance disclosure for our fiscal years 2021, 2022, 2023, and 2024; (2) a list of three performance measures that the Company considers to be its most important measures used to align compensation actually paid to the Named Executive Officers for fiscal year 2024 to Company performance; and (3) additional disclosure relative to the relationship between the “Compensation Actually Paid” (“CAP”) set forth in the Pay versus Performance Table and each of the performance metrics set forth in the Pay versus Performance Table and between the Company’s and a peer group’s total shareholder return (“TSR”), in each case over fiscal years 2021 through 2024. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, see the “Compensation Discussion and Analysis” in this proxy statement and in our proxy statements filed for fiscal years 2021, 2022, and 2023. In the below Pay versus Performance Table, we provide information about compensation of our Named Executive Officers for each of the last four fiscal years (the “Covered Years”). Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PvP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our Named Executive Officers actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PvP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  52. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income | Company- Selected Measure: Revenue(8) | | | | | | | Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | | | | 2024 | $5,947,270 | $12,082,852 | $1,758,805 | $3,604,752 | $159 | $124 | $(31,331,000) | $613,514,000 | | 2023 | $4,785,890 | $2,636,126 | $1,708,675 | $1,379,352 | $84 | $91 | $(68,866,000) | $580,624,000 | | 2022 | $4,319,500 | $(594,710) | $1,891,157 | $445,951 | $96 | $82 | $(5,248,000) | $582,099,000 | | 2021 | $3,231,590 | $7,312,673 | $1,695,766 | $2,894,191 | $178 | $130 | $23,555,000 | $578,487,000 |

  53. Pay Versus Performance

    ____________ (1) The Principal Executive Officer (“PEO”) and the other Named Executive Officers (“Non-PEO NEOs”) included in the above columns are as follows:

  54. Pay Versus Performance

    | Fiscal Year | PEO (CEO) | Non-PEO NEOs | | 2024 | Doug Valenti | Gregory Wong, Nina Bhanap, Tim Stevens, and Martin Collins | | 2023 | Doug Valenti | Gregory Wong, Nina Bhanap, Tim Stevens, and Martin Collins | | 2022 | Doug Valenti | Gregory Wong, Nina Bhanap, Tim Stevens, and Stephen Chen | | 2021 | Doug Valenti | Gregory Wong, Nina Bhanap, Alan Godfrey, and Andreja Stevanovic |

  55. Pay Versus Performance

    (2) Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the indicated fiscal year for our PEO. For all years reported, our PEO was Doug Valenti. (3) Amounts reported in this column represent the “compensation actually paid” to our PEO (as defined in the PvP Rules), based on his total compensation reported in the Summary Compensation Table for each of the indicated fiscal years and adjusted as shown in the table below:

  56. Pay Versus Performance

    | PEO (D. Valenti) | | | | | | | | | 2021 | 2022 | 2023 | 2024 | | | Summary Compensation Table – Total Compensation | $3,231,590 | $4,319,500 | $4,785,890 | $5,947,270 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,342,000 | $3,664,000 | $4,047,000 | $5,152,800 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $3,716,000 | $1,016,060 | $1,677,700 | $9,456,300 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $1,432,681 | $(1,565,550) | $(161,207) | $1,171,275 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,274,401 | $(700,720) | $380,743 | $660,807 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | $0 | | = | Compensation Actually Paid | $7,312,673 | $(594,710) | $2,636,126 | $12,082,852 |

  57. Pay Versus Performance

    Equity Award Valuations: Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (4) Amounts reported in this column represent the average of the total compensation reported in the Summary Compensation Table for the indicated fiscal year for our Non-PEO NEOs. Please see footnote 1 for the names of our Non-PEO NEOs included in the average for each indicated fiscal year. (5) Amounts reported in this column represent the compensation actually paid to the Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such Non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  58. Pay Versus Performance

    | NEO Average | | | | | | | | | 2021 | 2022 | 2023 | 2024 | | | Summary Compensation Table – Total Compensation | $1,695,766 | $1,891,157 | $1,708,675 | $1,758,805 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $1,178,295 | $1,417,090 | $1,123,575 | $1,192,150 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,494,529 | $760,159 | $698,674 | $2,187,806 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $457,104 | $(556,828) | $(83,847) | $544,778 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $425,087 | $(231,447) | $179,426 | $305,513 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | $0 | | = | Compensation Actually Paid | $2,894,191 | $445,951 | $1,379,352 | $3,604,752 |

  59. Pay Versus Performance

    Equity Award Valuations: Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (6) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on June 30, 2020, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. (7) The peer group for the purposes of the TSR analysis consists of the RDG Internet Composite Index (“TSR Peer Group”). This calculation assumes that $100 was invested in this index on June 30, 2020 (aligned with the period used in footnote 6 above). (8) We selected revenue as the Company-Selected Measure because it is a core driver of our performance and stockholder value creation and, accordingly, was utilized as a metric for the PSUs granted in fiscal year 2024. Tabular List of Financial Performance Measures The following is a list of financial performance measures, which, in the Company’s assessment, represent the most important financial performance measures used by the Company to link compensation actually paid to the Named Executive Officers for fiscal year 2024. These measures were either used to determine bonus payouts to the Named Executive Officers for fiscal year 2024 or to determine the performance conditions for the PSUs granted in fiscal year 2024: • total revenue; • adjusted EBITDA; and • media margin dollars. Relationship Between Pay and Performance “Compensation actually paid” (CAP), as calculated per Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, various accounting valuation assumptions, and projected performance modifiers. Due to how CAP is calculated, the CAP reported for each year does not reflect the actual amounts earned by our Named Executive Officers from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Because CAP does not reflect the actual amount earned by our Named Executive Officers on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our company performance. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the “Compensation Discussion and Analysis” in this proxy statement and in our proxy statements filed for fiscal years 2021, 2022 and 2023. Below are graphs showing the relationship of CAP to our PEO and Non-PEO NEOs for our fiscal years 2021, 2022, 2023, and 2024 to (1) the TSR of our common stock and the TSR of the TSR Peer Group, (2) our net income (or loss), and (3) our total revenue.