DEF 14A of Definitive Healthcare Corp., Apr 9, 2024

DEF 14A of Definitive Healthcare Corp.

Filed Apr 9, 2024 · FY20230001193125-24-090780

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS Our Charter provides for a classified Board of Directors divided into three classes. Jeff Haywood, Scott Stephenson, and Kathleen A. Winters constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class III Directors”); Jason Krantz and Lauren Young constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class I Directors”); and Chris Egan, Samuel A. Hamood, Jill Larsen, and Sastry Chilukuri constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class II Directors”). Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees to serve as Class III Directors for a three-year term expiring at the Annual Meeting of Stockholders in 2027: Jeff Haywood, Scott Stephenson, and Kathleen A. Winters. Action will be taken at the Annual Meeting for the election of these three Class III Director nominees. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. Each person nominated for election has agreed to be named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of the nominees should be unable to serve or for good cause will not serve, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

  2. Nominating Agreements

    Nominating Agreements On September 17, 2021, in connection with the initial public offering of our Class A common stock completed September 17, 2021(our “IPO”), we entered into nominating agreements with each of an affiliate of Advent, Jason Krantz, and Spectrum Equity, which provide that, subject to certain stock ownership thresholds, the Company will include two designees of Advent, one designee of Jason Krantz, and one designee of Spectrum Equity, respectively, in the slate of director nominees recommended to the Company’s stockholders for election, and the Company will fill any vacancy of any such designated director previously nominated by Advent, Jason Krantz, and Spectrum Equity, respectively, with a new director designated by Advent, Jason Krantz, and Spectrum Equity, respectively. Chris Egan and Lauren Young are the designees of Advent, Jason Krantz is the designee of Jason Krantz, and Jeff Haywood is the designee of Spectrum Equity.

  3. Nominees for Election to the Board of Directors in 2024

    Nominees for Election to the Board of Directors in 2024 The following information describes the offices held, other business directorships, and the term of service of each director nominee, as well as the experiences, qualifications, attributes, or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominees is shown under “Security Ownership of Certain Beneficial Owners and Management” below. Each of the nominees for election at the Annual Meeting was recommended for election by the Nominating and Corporate Governance Committee. All three of the nominees are current directors and, if elected, will be continuing their roles on the Board. Mr. Stephenson has not previously been elected by our stockholders. His candidacy was recommended by one of our non-management directors. After performing further evaluation of Mr. Stephenson’s particular experience, qualifications, attributes, and skills, the Nominating and Corporate Governance Committee recommended his appointment to the Board.

  4. Class III – Nominees for term expiring in 2027

    Class III – Nominees for term expiring in 2027

  5. Class III – Nominees for term expiring in 2027

    | Name | Age | Principal occupation and other information | | Jeff Haywood | 45 | Mr. Haywood has served as a member of the Board of Directors of the Company since February 2015. Mr. Haywood is a Managing Director at Spectrum Equity, which he joined in February 2007. Prior to Spectrum Equity, Mr. Haywood served as an associate at Thoma Cressey Equity Partners, an American private equity and growth capital firm, and as an analyst at Goldman Sachs. Mr. Haywood also currently serves on the board of directors of RxVantage, Datassential, and Membersy Topco, LLC. Mr. Haywood also currently serves as a Board Observer at Everlywell. Previously, Mr. Haywood has served on the board of directors or as a board observer of a range of private companies in the technology, healthcare, and data industries. Mr. Haywood holds a B.A. in Political Science and History from Duke University. We believe Mr. Haywood is qualified to serve on our Board of Directors because of his extensive knowledge of the healthcare industry, his expertise in finance and investment, and his service as director of healthcare analytics companies. | | Scott Stephenson | 66 | Mr. Stephenson has served as a member of the Board of Directors of the Company since September 2023. Mr. Stephenson held various roles at Verisk Analytics, Inc., a publicly traded strategic data, analytics, and technology partner to the global insurance industry between 2001 and May 2022, including as a member of the Board of Directors from April 2013 to May 2022, Chairman of the Board from April 2016 to May 2022, Chief Executive Officer from April 2013 to May 2022, and President from March 2011 to May 2022. From 1989 to 1999, Mr. Stephenson was a Partner with The Boston Consulting Group, eventually rising to Senior Partner and member of the firm’s North American operating committee. Since February 2020, Mr. Stephenson has served on the Board of Directors of Public Service Enterprise Group Inc. (NYSE: PEG), the publicly traded parent company of New Jersey-based gas and electric utility company, Public Service Electric and Gas Co. (PSE&G). Mr. Stephenson is an Advisory Partner with Advent International and a Senior Advisor to the Boston Consulting Group. Mr. Stephenson holds a B.S. from the University of Virginia and an M.B.A. from Harvard Business School. We believe Mr. Stephenson is qualified to serve on our Board of Directors because of his leadership and financial experience as a public company executive and director, and his data and analytics experience and industry knowledge. |

  6. Class III – Nominees for term expiring in 2027

    | Name | Age | Principal occupation and other information | | Kathleen A. Winters | 56 | Ms. Winters has served as a member of the Board of Directors of the Company since October 2021. Ms. Winters is an independent director and former CFO. In addition to our Board of Directors, Ms. Winters currently serves as a member of the board of directors of American Express Global Business Travel, a public company. Ms. Winters served as Chief Financial Officer at Automatic Data Processing Inc. from 2019 to 2021, a global technology company providing human capital management solutions. At Automatic Data Processing Inc., she was responsible for leading the global finance organization and representing the company to investors, lenders, and rating agencies, and she played a significant role in driving the company’s strategy, growth, and operational effectiveness. Prior to Automatic Data Processing Inc., Ms. Winters served as Chief Financial Officer at MSCI, Inc., a provider of investment decision support tools, including indexes, for institutional investors from 2016 to March 2019. Before that, she spent 14 years in various financial leadership roles at Honeywell International from 2002 to 2016. Ms. Winters began her career at PricewaterhouseCoopers LLP, serving clients primarily in the entertainment and media industries. Ms. Winters holds a bachelor’s degree from Boston College and is a Certified Public Accountant (inactive status). We believe Ms. Winters is qualified to serve on our Board of Directors because of her financial expertise, numerous leadership positions in financial roles, and extensive experience serving the financial and technology sectors. |

  7. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  8. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors The following information describes the offices held, other business directorships, and the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes, or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Security Ownership of Certain Beneficial Owners and Management” below.

  9. Class I – Directors whose term expires in 2025

    Class I – Directors whose term expires in 2025

  10. Class I – Directors whose term expires in 2025

    | Name | Age | Principal occupation and other information | | Jason Krantz | 51 | Mr. Krantz has served as Interim CEO of the Company since January 2024, and has served as Executive Chairman of the Board of Directors of the Company since August 2022, having previously served as Chief Executive Officer and director since founding the Company in February 2011. Prior to founding Definitive Healthcare, Mr. Krantz founded and served as CEO of Infinata, a SaaS based provider of intelligence to the pharmaceutical industry under the brand BioPharm Insight, from 1999 to 2007 until the company was sold to Pearson Media Group. In addition, Mr. Krantz has co-founded and helped build several intelligence and analytics companies including Energy Acuity, a privately held provider of intelligence on the alternative energy market, and Xtelligent Media, a privately held integrated marketing company focused on the healthcare industry. Mr. Krantz previously served on the board of directors of RainKing Solutions, a private company, from 2015 until 2017. Mr. Krantz currently serves on the board of directors of FINTRX and MDCalc, each private companies. Mr. Krantz holds a B.S. in Finance and Computer Science from Boston College and an M.B.A. from Harvard Business School. We believe Mr. Krantz is qualified to serve on our Board of Directors because of his entrepreneurial experiences, finance and data analytics expertise, and knowledge of the healthcare industry. | | Lauren Young | 41 | Ms. Young has served as a member of the Board of Directors of the Company since July 2019. Ms. Young is a Managing Director of Advent International, L.P. (“Advent”), a private equity firm that focuses on investments in five core sectors: business and financial services; healthcare; industrial; retail, consumer, and leisure; and technology. Ms. Young joined Advent in 2011. Prior to Advent, Ms. Young was a member of the U.S. buyout fund at The Carlyle Group, an American multinational private equity, alternative asset management, and financial services corporation, from 2006 to 2009 and served as an analyst at McColl partners from 2004 to 2006. Ms. Young also currently serves on the board of directors of Forescout Technologies and Iodine Software, each private companies. Additionally, Ms. Young serves on the board of directors of CCC Intelligent Solutions Holdings Inc., a public company. Ms. Young holds a B.A. from Davidson College and an M.B.A. from the Harvard Business School. We believe Ms. Young is qualified to serve on our Board of Directors because of her financial knowledge, investment experience across industries, and service as a director of other software solutions companies. |

  11. Class II – Directors whose term expires in 2026

    Class II – Directors whose term expires in 2026

  12. Class II – Directors whose term expires in 2026

    | Name | Age | Principal occupation and other information | | Chris Egan | 47 | Mr. Egan has served as a member of the Board of Directors of the Company since July 2019. Mr. Egan is a Managing Partner of Advent International L.P., which he joined in 2000. Prior to Advent, Mr. Egan served as an analyst at UBS, a Swiss multinational investment bank and financial services company. Mr. Egan currently serves on the board of directors of NielsenIQ, and Xplor Technologies, each a private company. Additionally, Mr. Egan serves on the board of directors of CCC Intelligent Solutions Holdings Inc., a public company. Mr. Egan holds a B.A. in English and Economics from Dartmouth College. We believe Mr. Egan is qualified to serve on our Board of Directors because of his financial knowledge, investment experience, and his service as director of other software solutions companies. | | Samuel A. Hamood | 55 | Mr. Hamood has served as a member of the Board of Directors of the Company since September 2020. Mr. Hamood currently serves as President and Chief Administrative and Financial Officer at Culligan International Co (“Culligan”), which he joined in August 2019. Prior to his time at Culligan, Mr. Hamood served as interim Chief Executive Officer and President of ATI Physical Therapy, Inc., a nationally recognized rehabilitation provider, from January 2018 to August 2019. Prior to his time at ATI Physical Therapy, Inc., Mr. Hamood served as Executive Vice President and Chief Financial Officer of Change HealthCare Corporation from 2017 to 2018, and as Executive Vice President and Chief Financial Officer of TransUnion from 2008 to 2017. Mr. Hamood also previously served on the board of directors at Culligan from 2016 to 2019 and currently serves on the boards of directors of Accentcare, a private company. Mr. Hamood is a Certified Public Accountant (inactive status), and he received his Bachelor of Business Administration in finance at the University of Iowa, and his Juris Doctor from Southwestern University School of Law. We believe Mr. Hamood is qualified to serve on our Board of Directors because of his financial expertise and experience in, and knowledge of, the healthcare industry. | | Jill Larsen | 51 | Ms. Larsen has served as a member of the Board of Directors of the Company since April 2021. Ms. Larsen currently serves as a Chief People Officer for Synopsys, a software company focused on the electronic chip design industry, which she joined in July 2023. She is also the founder of DigitalHR LLC, an HR Consulting business. Prior to Synopsys, Ms. Larsen served as the Chief People Officer & Executive Vice President at PTC Inc., a global software company, from January 2020 to March 2022. Prior to her time |

  13. Class II – Directors whose term expires in 2026

    | Name | Age | Principal occupation and other information | | | | at PTC, Ms. Larsen served as the Chief Human Resources Officer of Medidata Solutions, Inc., from April 2018 to January 2020. Ms. Larsen has over 20 years of experience establishing and transforming human resources and talent strategies at global, high-tech companies and has also previously served as SVP of Talent Acquisition and Human Resources at Cisco Systems, Inc., a public technology conglomerate, from April 2013 to April 2018. She also held executive HR leadership roles at EMC (now Dell EMC), and was Chief Human Resources Officer of RSA, the security division of Dell EMC. Ms. Larsen currently serves on the board of directors of Sterling Check Corp., a public company. Ms. Larsen is Professional in Human Resources (PHR) certified, received her B.A. in Communications and English from Boston College and her MS in Human Resources Management from Emmanuel College. We believe Ms. Larsen is qualified to serve on our Board of Directors because of her extensive experience in talent acquisition strategies and human resources expertise in technology companies. | | Sastry Chilukuri | 49 | Mr. Chilukuri has served as a member of the Board of Directors of the Company since September 2022. Mr. Chilukuri currently serves as the Chairman & CEO of Emmes Group, a provider of services and technology and artificial intelligence solutions to government, biopharma, and contract research organizations to advance clinical research, which he joined in July 2023. He also serves as an Advisor to New Mountain Capital. Previously, Mr. Chilukuri was the Co-Chief Executive Officer of Medidata, a Dassault Systems company, and Founder and President of Acorn AI, Medidata’s data science business. Prior to his time at Medidata, Mr. Chilukuri was a Partner at McKinsey & Company, a global management consulting firm, from July 2006 to January 2019. Mr. Chilukuri holds a B.Tech from the Indian Institute of Technology (Banaras Hindu University), Varanasi, an M.S. from The Ohio State University, and an MBA from the Northwestern University Kellogg School of Management. We believe Mr. Chilukuri is qualified to serve on our Board of Directors because of his technology expertise, consulting experience, knowledge of the healthcare industry, and experience with data analytics and artificial intelligence. |

  14. Board Committees and Meetings

    Board Committees and Meetings The following table summarizes the current membership of each of the Board’s committees and the number of meetings held by each committee during the year ended December 31, 2023.

  15. Board Committees and Meetings

    | | Audit Committee | HCM and Compensation Committee | Nominating and Corporate Governance Committee | | Samuel A. Hamood | Chair | | | | Jeff Haywood | | X | | | Jill Larsen | | Chair | | | Chris Mitchell* | | | X | | Kathleen A. Winters | X | | | | Lauren Young | | X | Chair | | Sastry Chilukuri | X | | X | | Scott Stephenson** | | | X | | Number of meetings held in 2023: | 9 | 5 | 4 |

  16. Board Committees and Meetings

    | * Mr. Mitchell resigned from the Board and the Nominating and Corporate Governance Committee effective September 6, 2023. |

  17. Board Committees and Meetings

    | ** Mr. Stephenson was appointed to the Nominating and Corporate Governance Committee effective September 6, 2023. |

  18. Board Committees and Meetings

    During the year ended December 31, 2023, the Board held 13 meetings. In 2023, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee. Directors are invited, but not required, to attend our annual meetings of stockholders. 2 out of 10 then-serving directors attended the 2023 annual meeting of stockholders.

  19. 2023 Business Highlights

    | • | Annual Recurring Revenue (“ARR”) (as defined under “Annual Incentives” below) was over $253 million, an increase of 6% from $239.8 million at year-end 2022. |

  20. 2023 Compensation Highlights

    | * Average Other NEOs excludes our President, Mr. Maack, as per the terms of his employment agreement, he was not eligible for a 2023 equity grant, and our new Chief Revenue Officer, Ms. Lazorchak, as she had not yet received an annual equity award (she received only a new hire RSU award in 2023). |

  21. 2023 Compensation Highlights

    Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component of any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term, sustainable stockholder value creation. Based on our performance and consistent with the design of our program, we made the following executive compensation decisions for fiscal 2023:

  22. 2023 Compensation Highlights

    | • | Annual Incentives. 75% of the 2023 annual incentive award opportunity for our NEOs was based on the Company’s financial performance and 25% was based on the performance of those individuals against their respective goals, objectives, and key performance indicators (“KPIs”). For 2023, the HCM & Compensation Committee changed the mix of corporate performance measures to provide a balance between ARR and Adjusted EBITDA Margins. This equally-weighted mix is designed to reward Adjusted EBITDA profitable growth, and requires us to operate in an efficient and sustainable manner. Based on our corporate results, funding achieved for the Company financial performance component of our 2023 Executive Leadership Plan under our Cash Incentive Plan (the “Bonus Program”) was determined to be 96.7% of target. However, in early 2024, upon review of final annual results, the HCM & Compensation Committee applied negative discretion to reduce the level of payout to the Company’s executives to 84.9% of target in light of overall commercial performance and stock price. |

  23. 2023 Compensation Highlights

    | • | Long-Term Equity Incentives. In 2023, the Company granted annual equity compensation awards under the Definitive Healthcare Corp. 2021 Equity Incentive Plan (the “2021 Plan”) to our NEOs using a mix of performance-based stock units (“PSUs”) (vesting over three years) and time-based restricted stock units (“RSUs”) (vesting over four years). The 2023 PSUs are earned only when specified levels of NDR and Enterprise Customer ARR as % of Total ARR performance are achieved. The HCM & Compensation Committee established a one-year performance period for the 2023 PSUs due to the inherent difficulty of crafting multi-year targets in the midst of continued volatility in the sector. Based on our results, the HCM & Compensation Committee determined the attainment level of the 2023 PSUs at 74.5% of target, with one-third of the earned PSUs vesting upon the HCM & Compensation Committee’s determination of the level of attainment of the performance objectives in early 2024, and the remaining two-thirds of the earned PSUs vesting in equal installments on each of February 1, 2025 and February 1, 2026, subject to each NEO’s respective continued service as of such dates. The 2023 RSUs vested 25% on the first anniversary of the grant date, followed by quarterly vesting of 6.25% per quarter over the subsequent three years. For more information, please refer to the “Long Term Equity Incentives” section of this CD&A below. |

  24. 2023 Compensation Highlights

    | • | Hiring Ms. Lazorchak. Ms. Lazorchak joined the Company as Chief Revenue Officer effective November 1, 2023. To attract Ms. Lazorchak to Definitive Healthcare, her annual base salary was set at $400,000, and her annual cash incentive opportunity target for 2023 was set at 75% of her base salary, prorated from her start date. Beyond 2023, Ms. Lazorchak’s annual cash bonus will be determined in the sole discretion of the HCM & Compensation Committee, and will have a target opportunity of at least 75% of her base salary. In connection with her hiring, Ms. Lazorchak was also granted an equity award of 385,695 RSUs pursuant to the Definitive Healthcare Corp. 2023 Inducement Plan (the “2023 Inducement Plan”). Such RSUs vest over a four-year vesting period, with 25% of the RSUs vesting on November 1, 2024 and 6.25% of the RSUs vesting every three months thereafter over the subsequent three years, subject to continued service to the Company through each vesting date. |

  25. Compensation Practices & Policies

    | What We Do | | What We Don’t Do | | | ✓ | Emphasize variable pay over fixed pay and long-term compensation over short-term compensation, with a significant portion tied to our financial results and stock performance | × | No tax gross ups | | ✓ | Maintain anti-hedging, anti-pledging, and clawback policies | × | No automatic or guaranteed annual salary increases | | ✓ | Provide for “double-trigger” post-IPO equity award vesting and severance benefits upon a change in control | × | No significant perquisites | | ✓ | Use an independent compensation consultant reporting directly to the HCM & Compensation Committee to assess compensation relative to the market in order to retain and hire the best talent | × | No supplemental executive retirement plans | | ✓ | Review compensation levels internally to determine pay equity | × | No excessive severance benefits | | ✓ | Use relevant peer group pay quantum and design data as a reference point | | | | ✓ | Have maximum caps on incentive opportunities | | | | ✓ | Have stock ownership guidelines for executives and non-employee directors | | |

  26. Elements of Pay: Total Direct Compensation

    | Pay Element | How It’s Paid | Purpose | | Base Salary | Cash (Fixed) | Provide a competitive base salary relative to similar positions in the market and enable the Company to attract and retain critical executive talent. | | Annual Incentives | Cash (Variable) | Reward executives for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value. | | Long-Term Incentives | Equity (Variable) | Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and align executives’ interests with those of our stockholders. Additionally, equity incentives retain executive talent through multi-year vesting schedules and foster a culture of thinking and acting like business owners. |

  27. Elements of Pay: Total Direct Compensation

    In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package that provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. The HCM & Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. A significant portion of the named executive officers’ total target compensation comprises performance-based bonus opportunities and long-term equity awards to align their incentives with the interests of our stockholders and our corporate goals. In place of a formal policy for allocating compensation, the HCM & Compensation Committee generally considers each executive officer’s total target direct compensation, which consists of base salary, annual incentives, and long-term equity awards (valued based on an approximation of grant date fair value). The approach includes, as an objective, having the value of long-term equity awards comprise a substantial majority of each executive’s total target direct compensation. The mix of incentives is reviewed and determined regularly by the HCM & Compensation Committee based on the short-term and long-term objectives of the business.

  28. Annual Incentives

    Annual Incentives In fiscal year 2023, we provided annual cash incentive opportunities to our NEOs under our Bonus Program. We use our Bonus Program to provide annual performance-based cash incentive awards to motivate and reward eligible employees, including the NEOs, for the Company’s achievement of financial objectives, as established by the Board each year. Target Award Opportunity. Actual payouts depend on the achievement of pre-determined financial and individual performance objectives, as applicable. Annual award opportunities are expressed as a percentage of base salary and were established based on each NEO’s level of responsibility and their ability to impact overall results. The HCM & Compensation Committee also considers market data in setting target award amounts. Award opportunities for 2023 were as follows:

  29. Annual Incentives

    | Name | Target Award Opportunity (% of Base Salary) | Award Opportunity Target ($)(1) | | Robert Musslewhite | 60% | $263,192 | | Jonathan Maack | 70% | $280,000 | | Richard Booth | 57.5% | $205,780 | | Kate Shamsuddin Jensen | 33% | $106,675 | | Carrie Lazorchak(2) | 75% | $50,000 | | Joseph Mirisola | 62% | $174,935 |

  30. Annual Incentives

    | (1) Amounts shown in this column are calculated on a pro-rated basis given that updated base salaries for 2023 became effective on April 1, 2023. |

  31. Annual Incentives

    | (2) Ms. Lazorchak had not joined the Company when the HCM & Compensation Committee set annual Bonus Program opportunities. Her bonus opportunity as a percentage of base salary for 2023 shown here reflects the terms set forth in her employment agreement and is prorated based on her hire date. |

  32. Annual Incentives

    Performance Measures & Weightings. For our NEOs, 75% of the annual incentive award opportunity for 2023 was based on the Company’s financial performance and 25% was based solely on the performance of those individuals against their respective goals, objectives, key performance indicators (“KPIs”), and the Company’s model behaviors. For 2023, NEO individual performance was capped at 100% attainment. Company Financial Performance. For fiscal 2023, the financial performance objectives under the Bonus Program were equally weighted between the Company’s ARR and the Company’s Adjusted EBITDA Margin. ARR is defined as annualized recurring revenue as of the end of calendar year 2023. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of the Company’s revenue. Adjusted EBITDA is defined as EBITDA, or earnings before debt-related costs, including interest expense, net and loss on extinguishment of debt, income taxes and depreciation and amortization, adjusted to exclude certain items of a significant or unusual nature, including other income and expense, equity-based compensation, transaction, integration and restructuring expenses and other non-recurring expenses. The performance measures were established and approved by the HCM & Compensation Committee in early 2023.The HCM & Compensation Committee selected ARR as a Company financial performance measure under the Bonus Program because ARR is a commonly recognized measure of financial and operating performance within our industry and is a key driver of sustained value creation for our stockholders. The HCM & Compensation Committee selected Adjusted EBITDA Margin as the other Company financial performance measure under the Bonus Program to focus on operational efficiency improvements, which we believe are critical to shareholder value creation. Based on actual performance, the financial performance component of the 2023 annual bonus was eligible for a payout ranging from 0% to 200% of the individual NEO’s bonus target. The following table shows the 2023 goals set for ARR and Adjusted EBITDA Margin under the Bonus Program, as well as actual results.

  33. Annual Incentives

    | | | 2023 Performance Measures | | | Payout Level | % of Target | ARR (50% weighting) | Adjusted EBITDA Margin (50% weighting)(1) | | Maximum | 200% | $296,000,000 | 32.0% | | Target | 100% | $277,000,000 | 30.0% | | Threshold | 0% | $240,000,000 | 26.0% | | Actual Results | | $253,900,000 | 31.1% | | Actual Attainment(2) | | 96.7% | | | Negative discretion(3) | | (11.8)% | | | Funded Amount | | 84.9% | |

  34. Annual Incentives

    | (1) The HCM & Compensation Committee made an adjustment during 2023 to the attainment calculation of Adjusted EBITDA Margin to account for the dilutive impact of the acquisition of Populi, as further described below, which is reflected in this column. |

  35. Annual Incentives

    | (2) The actual percentage of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. |

  36. Annual Incentives

    | (3) In early 2024, the HCM & Compensation Committee determined actual levels of attainment under the Bonus Program and then applied negative discretion to reduce the level of payout to the Company’s executives in light of overall commercial performance and stock price. |

  37. Annual Incentives

    Each year, the HCM & Compensation Committee reviews the financial performance and considers adjustments for items that are not reflective of normal operating performance for that year. These adjustments, if any, are items that the HCM & Compensation Committee believes are fair to both participants and shareholders, encourage appropriate actions that foster the long-term health of the business, and are consistent with the objectives underlying our predetermined performance goals. Such adjustments may consist of the costs and financial effects of restructuring, acquisitions, and dispositions, selected legal costs and settlements, pandemics, and the effects of foreign currency translation. As noted above, during 2023, the HCM & Compensation Committee made an adjustment to the Bonus Program by revising the attainment calculation for Adjusted EBITDA Margin to account for the dilutive impact of the acquisition of Populi. This adjustment was made in consideration of the strategic benefits of completing the acquisition, the inherent difficulty of offsetting the short-term margin impact of a dilutive acquisition that was completed late in the fiscal year and had not been contemplated at the beginning of the year, and the resulting potential detrimental impacts on employee morale and integration success if employees perceived Populi as the reason for missing bonus targets. In early 2024, upon review of final results, the HCM & Compensation Committee applied negative discretion to reduce the level of payout to the Company’s executives in light of overall commercial performance and stock price. Individual Performance. The 2023 Bonus Program opportunity for each of our NEOs was based 25% on the individual performance against their respective goals, objectives, KPIs, and the Company’s model behaviors. To assess individual performance, the HCM & Compensation Committee reviewed the qualitative goals tied to key strategic initiatives and each NEO’s respective areas of responsibility. None of the goals for 2023 were individually weighted. Based on actual performance, the individual performance component of the 2023 annual bonus was eligible for a payout ranging from 0% to 25% of the individual NEO’s bonus target.

  38. Annual Incentives

    | • | For Mr. Musslewhite, individual goals were tied to ARR growth, profitability, product innovation and improvements, and employee value and culture. |

  39. Annual Incentives

    | • | For Mr. Maack, individual goals were focused on execution of the Company’s strategic plan, reduction of operating churn, and planning of the Company’s reorganization that took effect in January 2024. |

  40. Annual Incentives

    | • | For Mr. Booth, individual goals were tied to increased productivity in G&A operations, cost savings strategies and purchasing improvements, investor relations performance, and efficient use of systems and shared services. |

  41. Annual Incentives

    | • | For Ms. Shamsuddin Jensen, individual goals were tied to product strategy, product innovation, and data expansion. |

  42. Annual Incentives

    | • | For Ms. Lazorchak, individual goals were based on onboarding milestone achievements and development of a re-designed, and more efficient, sales organization. |

  43. Annual Incentives

    | • | For Mr. Mirisola, individual goals were tied to new business sales, upsell revenue, customer retention, sales talent and development, and commercial integration efforts. |

  44. Annual Incentives

    Actual 2023 Performance and Bonus Payouts. Based on the ARR and Adjusted EBITDA Margin results discussed above, funding for the Company performance portion of each NEO’s applicable award target under the Bonus Program was set at 84.9%. In evaluating the individual performance components for the NEOs, the HCM & Compensation Committee considered attainment of the individual goals and further considered each NEO’s contribution to the Company’s overall performance, noting that such successes were due in large part to the individual efforts of the NEOs. Based on the foregoing evaluation, the HCM & Compensation Committee approved 100% attainment of the individual performance component of the Bonus Program based on the individual’s results as shown in the table below. The actual annual incentive awards paid to the NEOs for 2023 were as follows:

  45. Annual Incentives

    | Name | 2023 Target (as a % of Base Salary) | 2023 Target ($) | Corporate Performance Results (% of Target) | Individual Performance Results (% of Target) | 2023 Actual Award ($) | 2023 Actual Award (as a % of Target) | | Robert Musslewhite | 60% | $263,192 | 84.9% | 100% | $233,385 | 88.7% | | Jonathan Maack | 70% | $280,000 | 84.9% | 100% | $248,290 | 88.7% | | Richard Booth | 57.5% | $205,780 | 84.9% | 100% | $182,475 | 88.7% | | Kate Shamsuddin Jensen | 33% | $106,675 | 84.9% | 100% | $94,594 | 88.7% | | Carrie Lazorchak(1) | 75% | $50,000 | 84.9% | 100% | $44,338 | 88.7% | | Joseph Mirisola(2) | 62% | $174,935 | 84.9% | 100% | $155,124 | 88.7% |

  46. Annual Incentives

    | (1) Ms. Lazorchak joined the Company on November 1, 2023. As a result, her 2023 Bonus Program payout was prorated based upon actual days worked during 2023. |

  47. Annual Incentives

    | (2) Mr. Mirisola ceased serving as our Chief Revenue Officer in November 2023. Pursuant to his separation agreement with the Company, he was entitled to receive a full cash bonus for 2023 on substantially the same terms applicable to 2023 bonuses paid to other members of the Company’s executive team. |

  48. Long-Term Equity Incentives

    Long-Term Equity Incentives In connection with our IPO, we adopted the 2021 Plan, the purpose of which is to align the interests of eligible participants with our stockholders by providing incentive compensation tied to the Company’s performance. Individual long-term equity incentive grants historically have been determined by the HCM & Compensation Committee and Board based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity among executives, and market data provided by our independent compensation consultant. 2023 Equity Awards. In 2023, the Company granted annual equity compensation awards under the 2021 Plan using a mix of PSUs and RSUs. PSUs are earned and vest only when a specified performance level is achieved, subject to additional time-based vesting thereafter. RSUs vest 25% on the first anniversary of the grant date, followed by quarterly vesting of 6.25% per quarter over the subsequent three years. The table below shows the annual long-term incentive awards granted for fiscal year 2023 to each NEO. Target award values were converted to shares based on a 30-day lookback up to and including the closing price of our common stock on the date of grant on February 16, 2023, which was $12.35.

  49. Long-Term Equity Incentives

    | Name | PSUs (at Target) $ | PSUs (at Target) # | RSUs $ | RSUs # | Total Target Award Value $ | | Robert Musslewhite | $2,450,000 | 198,381 | $4,550,000 | 368,422 | $7,000,000 | | Jonathan Maack(1) | N/A | N/A | N/A | N/A | N/A | | Richard Booth | $812,500 | 65,790 | $2,437,500 | 197,369 | $3,250,000 | | Kate Shamsuddin Jensen | $562,500 | 45,547 | $1,687,500 | 136,640 | $2,250,000 | | Carrie Lazorchak(2) | N/A | N/A | N/A | N/A | N/A | | Joseph Mirisola | $562,500 | 45,547 | $1,687,500 | 136,640 | $2,250,000 |

  50. Long-Term Equity Incentives

    | (1) Mr. Maack did not receive any equity grants in fiscal year 2023, consistent with the terms of his employment agreement. |

  51. Long-Term Equity Incentives

    | (2) In connection with her appointment to the role of Chief Revenue Officer, Ms. Lazorchak received a new-hire grant of 385,695 RSUs on November 1, 2023, which will vest 25% on November 1, 2024, followed by quarterly vesting of 6.25% per quarter over the subsequent three years. The HCM & Compensation Committee determined that this new-hire grant was appropriate in order to address the value of unvested equity compensation from Ms. Lazorchak’s prior employer. |

  52. Long-Term Equity Incentives

    A Closer Look at PSUs. The actual number of 2023 PSUs that are earned is based on the achievement of Net Dollar Retention (“NDR”) and % ARR from Enterprise Customers over a one-year performance period (January 1, 2023 – December 31, 2023). Once the number of PSUs actually earned is determined by the HCM & Compensation Committee, one-third of such shares vest upon the date of such determination, and the remaining two-thirds vests in equal installments on each of February 1, 2025 and February 1, 2026, in each case subject to the recipient’s continued service. The HCM & Compensation Committee selected these performance measures because they represented important drivers of long-term shareholder value. Enterprise Customers represent the majority of our ARR and are a key focus of our go-to-market programs, and NDR is an indicator of the growth in use of our platform by our existing clients. The performance goals applicable to the 2023 PSUs, the respective weightings, and the actual results are set forth in the table below.

  53. Long-Term Equity Incentives

    | | | 2023 Performance Measures | | | Payout Level | % of Target | Net Dollar Retention(1) (50% weighting) | % ARR from Enterprise Customers(2) (50% weighting) | | Maximum | 200% | 104% | 66% | | Target | 100% | 100% | 64% | | Threshold | 0% | 92% | 60% | | Actual Results(3) | | 90.6% | 64.5% | | Funded Amount(4) | | 74.5% | |

  54. Long-Term Equity Incentives

    | (1) Net Dollar Retention (“NDR”) is calculated as the percentage of ARR retained from existing customers across a defined period, after accounting for upsell, down-sell, pricing changes and churn. We calculate NDR as beginning ARR for the performance period, plus (i) expansion ARR (including, but not limited to, upsell and pricing increases), less (ii) churn (including, but not limited to, non-renewals and contractions), divided by (iii) beginning ARR for the performance period. |

  55. Long-Term Equity Incentives

    | (2) ARR from Enterprise Customers means the percentage of ARR represented by Enterprise Customers as of period end relative to overall ARR as of the end of the performance period. Enterprise Customers means customers generating more than $100,000 in ARR. “ARR” refers to annual recurring revenue or annualized contractually recurring revenue as of period end, which is calculated by aggregating annual subscription revenue from committed contractual amounts for all existing customers during that period. |

  56. Long-Term Equity Incentives

    | (3) The actual percentage of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. |

  57. Long-Term Equity Incentives

    | (4) In early 2024, after initial approval, we identified an immaterial change in the calculation of ending ARR and NDR. The HCM & Compensation Committee reconvened, and after careful review and consultation with Pearl Meyer, the HCM & Compensation Committee decided to let the PSU attainment remain at 74.5% based on management’s efforts to deliver Adjusted EBITDA Margin results in a difficult environment. |

  58. Long-Term Equity Incentives

    As a result, the following NEOs earned 74.5% of their target PSUs for the 2023 performance cycle (subject to time-based vesting as described above), as follows:

  59. Long-Term Equity Incentives

    | Name | Target PSUs Granted | Actual PSUs Eligible to Vest | | Robert Musslewhite | 198,381 | 147,794 | | Richard Booth | 65,790 | 49,014 | | Kate Shamsuddin Jensen | 45,547 | 33,933 | | Joseph Mirisola | 45,547 | 33,933 |

  60. Long-Term Equity Incentives

    New-Hire RSU Grant. As noted above, in connection with her appointment to the role of Chief Revenue Officer, Ms. Lazorchak received a grant of 385,695 RSUs on November 1, 2023, which will vest 25% on November 1, 2024, followed by quarterly vesting of 6.25% per quarter until fully vested over the subsequent three years. The HCM & Compensation Committee determined that this new-hire grant was appropriate in order to address the value of unvested equity compensation from Ms. Lazorchak’s prior employer.

  61. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters We have entered into employment agreements or offer letters with each of our NEOs upon their joining the Company. Each of these agreements established the named executive officer’s starting base salary, initial target annual bonus opportunity, and initial equity grant. NEOs’ base salaries, annual bonus opportunities and any equity awards are reviewed upon hiring, as well as annually, by the HCM & Compensation Committee; the amounts effective for fiscal year 2023 are described above in this CD&A. The agreements are summarized below under “—Employment Agreements.” We intend to periodically review the level of benefits in these agreements.

  62. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We provide our NEOs with certain severance and change in control protections in their employment agreements and/or offer letters in order to attract and retain an appropriate caliber of talent for such positions, as well as through our Change in Control and Non-Change in Control Severance Plans. These protections are summarized below under the heading “Employment and Severance Agreements” in the narrative to the Potential Payments upon Termination or Change-in-Control Table below.

  63. Code Section 280G

    Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code (“Section 4999”) imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options, restricted stock, and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, the HCM & Compensation Committee considers all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G. However, the HCM & Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.

  64. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. The HCM & Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  65. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the total compensation awarded to, earned by, or paid to our NEOs in fiscal years 2023, 2022, and 2021. We did not issue stock options to our NEOs during any such period.

  66. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Robert Musslewhite Former Chief Executive Officer | 2023 | 439,800 | — | 7,719,857 | 233,385 | 41,667 | 8,434,709 | | | 2022 | 429,000 | 223,080 | 16,830,969 | — | 56,995 | 17,540,044 | | | 2021 | 183,642 | 70,332 | 28,597,250 | — | 6,679 | 28,857,903 | | Richard Booth Chief Financial Officer | 2023 | 358,077 | — | 3,584,226 | 182,475 | 38,916 | 4,163,694 | | | 2022 | 350,000 | 183,422 | — | — | 29,019 | 562,441 | | | 2021 | 279,327 | — | 2,941,179 | 95,890 | 28,791 | 3,345,187 | | Carrie Lazorchak Chief Revenue Officer(3) | 2023 | 66,154 | — | 2,198,462 | 44,338 | — | 2,308,954 | | Jonathan Maack President | 2023 | 400,000 | — | — | 248,290 | 38,916 | 687,206 | | | 2022 | 61,538 | 46,027 | 7,555,370 | — | 342,524 | 8,005,459 | | Kate Shamsuddin Jensen Chief Product Officer | 2023 | 323,977 | — | 2,481,387 | 94,594 | 13,285 | 2,913,243 | | | 2022 | 300,000 | 80,938 | — | — | 12,321 | 393,259 | | Joseph Mirisola Former Chief Revenue Officer(4) | 2023 | 307,823(5) | — | 3,279,016 | — | 400,074 | 3,986,913 | | | 2022 | 300,000 | 90,000 | — | — | 12,200 | 402,200 | | | 2021 | 288,898 | — | 2,050,002 | 200,000 | 11,870 | 2,550,770 |

  67. Summary Compensation Table

    | (1) Represents the aggregate grant date fair value of all RSU and PSU awards granted in 2023 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures, and, in the case of Mr. Mirisola, also reflects the incremental fair value, as of the modification date in accordance with ASC Topic 718, with respect to the accelerated vesting of certain RSUs and LLC Units (as defined below) in connection with his termination of employment. The valuation assumptions associated with such awards are discussed in Note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023. The value of the PSU awards on the date of grant assuming that the highest level of performance conditions will be achieved is $5,403,898 for Mr. Musslewhite, $1,792,120 for Mr. Booth, $1,240,700 for Mr. Mirisola, and $1,240,700, for Ms. Shamsuddin Jensen. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting of the RSUs or PSUs or the sale of any common stock acquired under such RSUs or PSUs. For a description of equity awards granted in 2023, see the “Grant of Plan-Based Awards Table” below. |

  68. Summary Compensation Table

    | (2) Payments to our NEOs included in the “All Other Compensation” column for 2023 include the following: (i) for Mr. Musslewhite, 401(k) matching contributions and health insurance premiums of $30,072 (and $11,595 in reimbursed moving expenses), (ii) for Mr. Booth, 401(k) matching contributions and health insurance premiums of $38,916, (iii) for Mr. Maack, 401(k) matching contributions and health insurance premiums of $38,916, (iv) for Ms. Shamsuddin Jensen, 401(k) matching contributions and health insurance premiums of $13,285, and (v) for Mr. Mirisola, 401(k) matching contributions of $13,200 and an aggregate of $386,874 in cash severance payments, including $231,750 representing nine months of salary, and $155,124 representing a bonus payment for 2023. |

  69. Summary Compensation Table

    | (3) Mr. Lazorchak joined the Company as Chief Revenue Officer effective November 1, 2023. |

  70. Summary Compensation Table

    | (4) Mr. Mirisola served as the Company’s Chief Revenue Officer until November 1, 2023, at which point Mr. Mirisola transitioned to the Senior Advisor role and he ceased to be an officer of the Company. Mr. Mirisola remained Senior Advisor until December 31, 2023, when his employment with the Company terminated. |

  71. Summary Compensation Table

    | (5) Reflects base salary earned by Mr. Mirisola with respect to his full-time employment through December 31, 2023. |

  72. Grant of Plan-Based Awards Table

    Grant of Plan-Based Awards Table The following table provides information regarding grants of plan-based awards to our NEOs during the year ended December 31, 2023.

  73. Grant of Plan-Based Awards Table

    | Name | Award Type | Grant Date | Approval Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert Musslewhite | RSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 368,422 | 5,017,908 | | | PSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | 198,381 | 396,762 | — | 2,701,949 | | | Cash Incentive Bonus | | | — | 263,192 | 460,586 | — | — | — | — | — | | Richard Booth | RSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 197,369 | 2,688,166 | | | PSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | 65,790 | 131,580 | — | 896,060 | | | Cash Incentive Bonus | | | — | 205,780 | 360,115 | — | — | — | — | — | | Carrie Lazorchak | RSUs | 11/1/2023 | 11/1/2023 | — | — | — | — | — | — | 385,695 | 2,198,462 | | Jonathan Maack | Cash Incentive Bonus | | | — | 280,000 | 490,000 | — | — | — | — | — | | Kate Shamsuddin Jensen | RSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 136,640 | 1,861,037 | | | PSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | 45,547 | 91,094 | — | 620,350 | | | Cash Incentive Bonus | | | — | 106,675 | 186,681 | — | — | — | — | — | | Joseph Mirisola | RSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 136,640 | 1,861,037 | | | PSUs | 2/16/2023 | 2/16/2023 | — | — | — | — | 45,547 | 91,094 | — | 620,350 | | | RSU Modification | 10/2/2023 | 10/2/2023 | — | — | — | — | — | — | 70,457 | 548,155 | | | LLC Unit Modification | 10/2/2023 | 10/20/2023 | — | — | — | — | — | — | 32,066 | 249,473 | | | Cash Incentive Bonus | | | — | 174,935 | 306,136 | — | — | — | — | — |

  74. Grant of Plan-Based Awards Table

    | (1) These columns set forth the target and maximum annual cash incentive amounts that could be earned by each NEO for 2023 under the 2023 Bonus Program. Attaining the “threshold” level of Company performance under the 2023 Bonus Program, assuming the NEO attained 0% on his or her individual performance component, would result in $0 payout. There is linear interpolation for performance between threshold and target and between target and maximum. The percentage of salary at target for each NEO, and additional description of the Bonus Program are set forth under “Compensation Discussion and Analysis—2023 Executive Compensation Program—Annual Incentives” above. The target amount is generally the named executive officer’s base salary multiplied by his or her target opportunity. For purposes of this column, the amounts reflected as target and maximum assume that the NEO attained 100% of his or her individual performance component of the 2023 Bonus Program. The amounts set forth in these columns do not represent either additional or actual compensation earned by the NEOs for 2023. |

  75. Grant of Plan-Based Awards Table

    | (2) These columns set forth the target and maximum amounts that could be earned by each named executive officer pursuant to the PSUs granted to such named executive officers in February 2023. Attaining the “threshold” level of Company performance under such awards would result in no payout. There is linear interpolation for performance between threshold and target and between target and maximum. Additional description of these awards is set forth under “Compensation Discussion and Analysis—2023 Executive Compensation |

  76. Grant of Plan-Based Awards Table

    | Program—Long-Term Equity Incentives” above. The amounts set forth in these columns do not represent either additional or actual compensation earned by the named executive officers for 2023. |

  77. Grant of Plan-Based Awards Table

    | (3) For Mr. Musslewhite, the RSUs vested at 25% on February 1, 2024, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested. For Mr. Booth, the RSUs vested at 25% on February 1, 2024, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested. For Ms. Lazorchak, the RSUs will vest 25% on November 1, 2024, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested. For Ms. Shamsuddin, the RSUs vest 25% on February 1, 2024, followed by quarterly vesting of 6.25% per quarter over the subsequent 36 months until fully vested. For Mr. Mirisola, 136,640 RSUs vest over a four-year period, with 25% of the RSUs that vest on February 1, 2024, followed by quarterly vesting of 6.25% every three months thereafter over the subsequent 36 months. |

  78. Grant of Plan-Based Awards Table

    | (4) Represents the grant date fair value of equity awards granted to our NEOs computed in accordance with ASC Topic 718. In the case of Mr. Mirisola, also reflects the incremental fair value, as of the modification date in accordance with ASC Topic 718, with respect to the accelerated vesting of 70,457 RSUs and 32,066 LLC Units in connection with Mr. Mirisola’s transition out of the Chief Revenue Officer role and the end of his employment with the Company, as described in Note 1 to “Summary Compensation Table” above. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting of the RSUs or PSUs or the sale of any common stock acquired under such RSUs or PSUs. |

  79. Narrative Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table In fiscal 2023, we compensated our NEOs primarily through a combination of base salary, annual cash incentive awards and, for certain NEOs, equity awards. Our NEOs are also entitled to certain other benefits, subject to their enrollment, including a 401(k) plan with matching contributions, medical, dental, vision, life, accidental death and dismemberment, short-term disability, and long-term disability insurance. The components of our fiscal 2023 compensation program are described in more detail under “Compensation Discussion and Analysis” above.

  80. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2023. The Company did not have any outstanding stock options, vested or unvested, as of December 31, 2023.

  81. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Robert Musslewhite | 6/25/2021(3) | LLC Units(4) | 71,700 | 712,698 | | | | | 10/7/2021(5) | RSUs | 216,776 | 2,154,753 | | | | | 10/7/2021(6) | RSUs | 72,150 | 717,171 | | | | | 5/4/2022(7) | RSUs | 186,660 | 1,855,400 | | | | | 5/4/2022(5) | RSUs | 52,084 | 517,715 | | | | | 5/4/2022(8) | PSUs | | | 62,500(13) | 621,250 | | | 2/16/2023(5) | RSUs | 368,422 | 3,662,115 | | | | | 2/16/2023(9) | PSUs | 147,794(14) | 1,469,072 | | |

  82. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Richard Booth | 4/28/2021(10) | LLC Units(4) | 202,844 | 2,016,269 | | | | | 9/14/2021(5) | RSUs | 23,699 | 235,568 | | | | | 2/16/2023(5) | RSUs | 197,369 | 1,961,848 | | | | | 2/16/2023(9) | PSUs | 49,014 | 487,199 | | | | Carrie Lazorchak | 11/1/2023(5) | RSUs | 385,695 | 3,833,808 | | | | Jonathan Maack | 11/3/2022(5) | RSUs | 409,728 | 4,072,696 | | | | Kate Shamsuddin Jensen | 9/18/2019(11) | LLC Units(4) | 32,066 | 318,736 | | | | | 9/14/2021(5) | RSUs | 24,914 | 247,645 | | | | | 2/16/2023(5) | RSUs | 136,640 | 1,358,202 | | | | | 2/16/2023(9) | PSUs | 33,933 | 337,294 | | | | Joseph Mirisola | 9/18/2019(12) | LLC Units(4) | | | | | | | 9/14/2021(12) | RSUs | | | | | | | 2/16/2023(12) | RSUs | | | | | | | 2/16/2023(12) | RSUs | | | | |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (1) All LLC Units were granted pursuant to the 2019 Plan and all RSUs and PSUs were granted pursuant to the 2021 Plan, with the exception of Ms. Lazorchak’s RSUs granted November 1, 2023, which were granted pursuant to the 2023 Inducement Plan. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (2) Calculated using the closing price of our Class A common stock on December 29, 2023 ($9.94), the last trading day of our 2023 fiscal year. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (3) LLC Units in AIDH Management Holdings, LLC, 1,862 of which vest on September 15, 2024, and 69,838 of which vest in equal installments on each of June 1, 2024 and June 1, 2025. Once vested, LLC Units in AIDH Management Holdings, LLC may be exchanged for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are then exchanged for shares of Class A common stock of the Company on a one-for-one basis. At the time of any such exchange, an equal number of shares of Class B common stock of the Company, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Company are entitled to vote generally, will be cancelled. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (4) Once vested, LLC Units in AIDH Management Holdings, LLC may be exchanged for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are then exchangeable for shares of Class A common stock of the Company on a one-for-one basis. At the time of any such exchange, an equal number of shares of Class B common stock of the Company, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Company are entitled to vote generally, will be cancelled. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (5) RSUs vest 25% on the one year anniversary of the grant date, followed by quarterly vesting of 6.25% per quarter until fully vested, over the subsequent three years. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (6) RSUs vest 33% on the one year anniversary of the grant date, followed by quarterly vesting of 8.33% per quarter until fully vested, over the subsequent two years. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (7) RSUs vest 30% on the one year anniversary of the grant date, followed by quarterly vesting of 7.00% per quarter until fully vested, over the subsequent two and a half years. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (8) PSUs vest upon the Company’s cumulative three-year performance of its common stock relative to certain peer companies within the Nasdaq Software and Services Index. If the performance criteria are achieved, the award will vest on December 31, 2024. Represents the number of PSUs that would be earned if the performance criteria are achieved at threshold (50%). |

  91. Outstanding Equity Awards at Fiscal Year-End

    | (9) PSUs vest upon achievement of 2023 performance metrics. One-third of the RSUs vested upon the HCM & Compensation Committee’s certification in January 2024 of the extent to which the performance goals were attained, and the remaining two-thirds of the RSUs will vest in equal installments on each of February 1, |

  92. Outstanding Equity Awards at Fiscal Year-End

    | 2025 and February 1, 2026. The amounts reported in this row represent the number of shares eligible for time-based vesting based on the HCM & Compensation Committee’s certification of 74.5% achievement of the performance criteria. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (10) LLC Units in AIDH Management Holdings, LLC, 81,137 which vest on September 15, 2024, and 121,707 of which vest in equal installments on each of March 15, 2024 and March 15, 2025. Once vested, LLC Units in AIDH Management Holdings, LLC may be exchanged for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are then exchanged for shares of Class A common stock of the Company on a one-for-one basis. At the time of any such exchange, an equal number of shares of Class B common stock of the Company, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Company are entitled to vote generally, will be cancelled. |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (11) LLC Units in AIDH Management Holdings, LLC, 32,066 which vest on September 15, 2024. Once vested, LLC Units in AIDH Management Holdings, LLC may be exchanged for LLC Units of AIDH Topco, LLC on a one-for-one basis, which are then exchanged for shares of Class A common stock of the Company on a one-for-one basis. At the time of any such exchange, an equal number of shares of Class B common stock of the Company, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Company are entitled to vote generally, will be cancelled. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (12) Mr. Mirisola’s employment ended on December 31, 2023, on which date all of his then-outstanding equity was either accelerated or forfeited as provided pursuant to the Mirisola Separation Agreement described above. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (13) Pursuant to the terms of the Mr. Musslewhite’s employment agreement, this PSU award remains outstanding and eligible to vest in accordance with its terms for 12 months following Mr. Musslewhite’s separation, and if the applicable performance goals are not so achieved within such period, such award will be forfeited at the end of such period. |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (14) Pursuant to the terms of Mr. Musslewhite’s employment agreement, this PSU award remained outstanding and eligible to vest in accordance with its terms for 12 months following Mr. Musslewhite’s separation. The performance criteria were certified in January 2024, at which time the 15-month acceleration applicable to time-based awards under Mr. Musslewhite’s separation agreement applied, such that upon the certification of achievement the performance criteria described in footnote 9 above, Mr. Musslewhite’s award also vested as to the tranche that would have otherwise vested on February 1, 2025. The third tranche was forfeited. |

  98. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 The following table shows the number of shares of our Class A common stock acquired on vesting of stock awards granted to our NEOs and the aggregate value realized upon such vesting during the year ended December 31, 2023. The Company did not have any outstanding stock options, vested or unvested, during the year ended December 31, 2023.

  99. Option Exercises and Stock Vested During Fiscal 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Robert Musslewhite | 395,229 | 3,853,710 | | Richard Booth | 155,533 | 1,479,735 | | Carrie Lazorchak | — | — | | Jonathan Maack | 136,575 | 992,900 | | Kate Shamsuddin Jensen | 70,352 | 682,055 | | Joseph Mirisola | 172,874 | 1,701,122 |

  100. Option Exercises and Stock Vested During Fiscal 2023

    | (1) The value realized on vesting is based on the number of shares of our Class A common stock underlying the RSUs that vested and into which the LLC Units that vested are exchangeable multiplied by the closing market price of our Class A common stock on the vesting date. |

  101. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, certain of our NEOs are entitled to payments and benefits under their employment agreements, our severance plans, and/or their outstanding equity incentive awards. For a detailed summary of these payments and benefits, see the narrative description following the table below. The following table sets forth the payments that each of our NEOs (other than Mr. Mirisola) would have been entitled to in the circumstances described. The payments and benefits set forth below are estimated assuming that the relevant event happened on December 31, 2023. Amounts shown do not include (i) accrued but unpaid salary or bonus and vested benefits and (ii) other benefits earned or accrued by the NEO during his or her tenure that are available to all salaried employees and that do not discriminate in scope, terms, or operation in favor of executive officers. Mr. Mirisola’s employment with the Company ended effective December 31, 2023 and he is not included in the table below. Amounts actually paid to Mr. Mirisola in connection with his departure from the Company are reflected in the Summary Compensation Table and are described under the heading “—Joseph Mirisola” below.

  102. Potential Payments Upon Termination or Change-In-Control

    | Name | Benefit | Qualified Termination Event Not in Connection with a Change in Control(1) ($) | Qualified Termination Event in Connection with a Change in Control(1) ($) | Change in Control without Qualified Termination Event(1)(2) ($) | | Robert Musslewhite | Cash Severance Payment (Salary) | 441,870(3) | 662,805(4) | — | | | Lump Sum Bonus Payment | 265,122(5) | 397,683(6) | — | | | COBRA Payments | 25,716(7) | 38,574(8) | — | | | Vesting Acceleration of Equity Awards(13) | 5,386,800(14) | 12,331,423(15) | 712,698 | | | Benefit Total | 6,119,508 | 13,430,485 | 712,698 | | Richard Booth | Cash Severance Payment (Salary) | 360,500(3) | 360,500(3) | — | | | Lump Sum Bonus Payment | 207,288(16) | 207,288(16) | — | | | COBRA Payments | — | — | — | | | Vesting Acceleration of Equity Awards(13) | 2,566,685(14) | 4,700,880(15) | 2,016,269 | | | Benefit Total | 3,134,473 | 5,268,668 | 2,016,269 | | Carrie Lazorchak | Cash Severance Payment (Salary) | 200,000(9) | 400,000(3) | — | | | Lump Sum Bonus Payment | 300,000(16) | 300,000(16) | — | | | COBRA Payments | 12,858(10) | 25,716(7) | — | | | Vesting Acceleration of Equity Awards(13) | — | 3,833,808(15) | — | | | Benefit Total | 512,858 | 4,559,524 | — |

  103. Potential Payments Upon Termination or Change-In-Control

    | Name | Benefit | Qualified Termination Event Not in Connection with a Change in Control(1) ($) | Qualified Termination Event in Connection with a Change in Control(1) ($) | Change in Control without Qualified Termination Event(1)(2) ($) | | Jonathan Maack | Cash Severance Payment (Salary) | 400,000(3) | 600,000(4) | — | | | Lump Sum Bonus Payment | 280,000(5) | 420,000(6) | — | | | COBRA Payments | 25,716(7) | 38,574(8) | — | | | Vesting Acceleration of Equity Awards(13) | 1,357,565(14) | 4,072,696(15) | — | | | Benefit Total | 2,063,281 | 5,131,270 | — | | Kate Shamsuddin Jensen | Cash Severance Payment (Salary) | 247,500(11) | 330,000(3) | — | | | Lump Sum Bonus Payment | 108,900(16) | 108,900(16) | — | | | COBRA Payments | 19,287(12) | 25,716(7) | — | | | Vesting Acceleration of Equity Awards(13) | 1,046,626(17) | 2,261,872(15) | 318,736 | | | Benefit Total | 1,422,313 | 2,726,488 | 318,736 |

  104. Potential Payments Upon Termination or Change-In-Control

    | (1) For Mr. Musslewhite, Mr. Maack, and Mr. Booth, a “Qualified Termination Event” includes a termination other than for Cause (as defined in the 2021 Plan or respective employment agreement, as applicable and described below) or a termination of employment for Good Reason (as defined in the respective employment agreement and described below). Such event is considered to occur “in connection” with a Change in Control (as defined in the 2021 Equity Incentive Plan, 2019 Equity Incentive Plan, respective employment agreement, or Change in Control Severance Plan, as applicable and described elsewhere herein) for purposes of the severance benefits included in the table above (i) in the case of Mr. Musslewhite, if it occurs within 3 months prior and 13 months following the Change in Control, (ii) in the case of Mr. Booth, if it occurs upon or within 24 months of the Change in Control, (iii) in the case of Mr. Maack, if it occurs within 3 months prior and 18 months following the Change in Control, and (iv) in the case of Ms. Lazorchak and Ms. Shamsuddin Jensen (A) with respect to the treatment of outstanding equity awards, within 24 months of the Change in Control and (B) for all other purposes, within 3 months prior and 18 months following the Change in Control. |

  105. Potential Payments Upon Termination or Change-In-Control

    | (2) Represents acceleration of the vesting of all LLC Units. |

  106. Potential Payments Upon Termination or Change-In-Control

    | (3) Represents continuation of regular payments of 12 months of then-current base salary. |

  107. Potential Payments Upon Termination or Change-In-Control

    | (4) Represents continuation of regular payments of 18 months of then-current base salary. |

  108. Potential Payments Upon Termination or Change-In-Control

    | (5) Represents a lump-sum payment equal to the greater of “target” or the average bonus paid over the prior two years. |

  109. Potential Payments Upon Termination or Change-In-Control

    | (6) Represents a lump sum payment of 1.5 times the executive’s annual bonus at a level equal to the greater of the annual bonus at “target” or the average of the bonuses paid in the last two calendar years (if such history exists) to be earned by the executive during the twelve-month period following the date of termination. |

  110. Potential Payments Upon Termination or Change-In-Control

    | (7) Represents 12 months of COBRA payments. |

  111. Potential Payments Upon Termination or Change-In-Control

    | (8) Represents 18 months of COBRA payments. |

  112. Potential Payments Upon Termination or Change-In-Control

    | (9) Represents continuation of regular payments of 6 months of then-current base salary. |

  113. Potential Payments Upon Termination or Change-In-Control

    | (10) Represents 6 months of COBRA payments. |

  114. Potential Payments Upon Termination or Change-In-Control

    | (11) Represents continuation of regular payments of 9 months of then-current base salary. |

  115. Potential Payments Upon Termination or Change-In-Control

    | (12) Represents 9 months of COBRA payments. |

  116. Potential Payments Upon Termination or Change-In-Control

    | (13) Per SEC rules, the value of accelerated RSU and LLC Unit awards is calculated by multiplying the number of shares subject to acceleration by $9.94, the closing price of our Class A common stock on December 29, 2023, the last trading day of the fiscal year. |

  117. Potential Payments Upon Termination or Change-In-Control

    | (14) For Messrs. Musslewhite, Maack and Booth, represents acceleration of the vesting of all LLC Units and time-based RSUs that would have vested during the twelve-month period following the termination. In the |

  118. Potential Payments Upon Termination or Change-In-Control

    | event of a Qualified Termination Event, (i) the PSUs issued to Mr. Musslewhite in May 2022 (the “Promotion PSUs”) would remain outstanding and eligible to vest based on actual performance, to the extent the performance goals were capable of being achieved during the twelve-month period following the termination date; otherwise, the Promotion PSUs would be forfeited and (ii) Messrs. Musslewhite’s, Maack’s and Booth’s then-outstanding PSUs were included in this table as the 2023 PSUs had an achievement of 74.5% as of December 31, 2023. |

  119. Potential Payments Upon Termination or Change-In-Control

    | (15) For all NEOs, represents acceleration of the vesting of all LLC Units and time-based RSUs. In the event of a Qualified Termination Event in connection with a Change in Control, (i) Mr. Musslewhite’s Promotion PSUs would vest at the greater of (A) actual achievement of the performance goal (if capable of being measured immediately prior to the time of the occurrence of the Change in Control or termination of employment) or (B) target and (ii) the 2023 PSUs held by Messrs. Maack and Booth, and Ms. Shamsuddin Jensen would vest (A) for any completed performance period, based on actual performance, or (B) for any partial or future performance period, at the greater of the target level or actual performance. For purposes of this table, we have assumed that the performance conditions for the 2023 PSUs are deemed satisfied at the target level. Based on actual performance for the completed performance period, we have reported the value for the 2023 PSUs in this table at 74.5% achievement. |

  120. Potential Payments Upon Termination or Change-In-Control

    | (16) Represents a lump-sum payment equal to the “target” bonus in effect for the named executive officer for the year in which the termination occurs. |

  121. Potential Payments Upon Termination or Change-In-Control

    | (17) Represents 9 months of equity acceleration. |

  122. Pension Benefits

    Pension Benefits None of our NEOs participate, or have an account balance, in any qualified or non-qualified defined benefit plans sponsored by us.

  123. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in any nonqualified deferred compensation plan sponsored by us.

  124. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of Robert Musslewhite, who served as our CEO for all of fiscal year 2023, to the annual total compensation of our median employee (except Mr. Musslewhite). 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. For fiscal year 2023:

  125. Pay Ratio Disclosure

    | • | the median of the annual total compensation of all employees of the Company (other than Mr. Musslewhite) was $126,637; and |

  126. Pay Ratio Disclosure

    | • | the annual total compensation of Mr. Musslewhite, as reported in the Summary Compensation Table included in this Proxy Statement, was $8,434,709. |

  127. Pay Ratio Disclosure

    Based on this information, the ratio of the annual total compensation of Mr. Musslewhite to the median of the annual total compensation of all employees was 67 to 1. We identified our median compensated employee from all full-time and part-time employees who were included as employees on our payroll records as of a determination date of October 31, 2023. We did not include any contractors or other non-employee workers in our employee population. We used base salary as our consistently applied compensation measure. We annualized base salary for any full-time and part-time employees who commenced work during fiscal 2023 to reflect a full year, and non-United States employees’ pay was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date.

  128. Table

    | Year (a) | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) (d) | Average Compensation Actually Paid to Non-PEO NEOs (4) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss) (Millions) (7) (h) | Adjusted EBITDA Margin (8) (i) | | | Musslewhite (1) (b) | Krantz (1) (b) | Musslewhite (2) (c) | Krantz (2) (c) | | | Total Shareholder Return (5) (f) | Peer Group Total Shareholder Return (6) (g) | | | | 2023 | $8,434,709 | — (9) | $3,148,094 | — (9) | $2,812,002 | $1,848,073 | $22.95 | $45.28 | $(289.6) | 30% | | 2022 | $17,540,044 | $820,925 | $(4,395,156) | $(10,363,542) | $2,386,881 | $(1,943,290) | $25.38 | $42.21 | $(24.2) | 29% | | 2021 | — (10) | $5,953,030 | — (10) | $13,840,653 | $16,101,545 | $18,839,018 | $63.13 | $80.21 | $(62.3) | 34% |

  129. Table

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Messrs. Musslewhite and Krantz, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to, in the case of 2023, Mr. Musslewhite, in the case of 2022, Messrs. Musslewhite and Krantz, and in the case of 2021, Mr. Krantz. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Musslewhite’s total compensation to determine the compensation actually paid in 2023: |

  130. Table

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2023 | $8,434,709 | $(7,719,857) | $2,433,242 | $3,148,094 |

  131. Table

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding, in the case of 2023, Mr. Musslewhite, in the case of 2022, Messrs. Musslewhite and Krantz, and in the case of 2021, Mr. Krantz), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding, in the case of 2023, Mr. Musslewhite, in the case of 2022, Messrs. Musslewhite and Krantz, and in the case of 2021, Mr. Krantz) during the applicable year. The following adjustments were made to the average total compensation for the NEOs as a group (excluding Mr. Musslewhite) for 2023 to determine the compensation actually paid, using the same methodology described above in Note 2: |

  132. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors, as well as Mr. Krantz, for fiscal year 2023.

  133. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All Other Compensation ($) | Total ($) | | Christopher Egan(3) | — | — | — | — | | Samuel A. Hamood(4) | 70,000 | 182,374 | — | 252,374 | | Jeff Haywood(3) | — | — | — | — | | Jill Larsen(5) | 70,000 | 182,374 | — | 252,374 | | Lauren Young(3) | — | — | — | — | | Chris Mitchell(3)(6) | — | — | — | — | | Kathleen Winters(7) | 50,000 | 182,374 | — | 232,374 | | Sastry Chilukuri(8) | 50,000 | 182,374 | — | 232,374 | | Scott Stephenson | 4,165 | 374,744 | — | 378,909 | | Jason Krantz(9) | 91,460 | 6,041,383 | 38,916(10) | 6,171,759 |

  134. DIRECTOR COMPENSATION

    | (1) Fees earned or paid in cash consist of (i) 2023 annual cash retainer in the amount of $50,000 (in the case of Mr. Stephenson, pro-rated to his appointment to the Board), (ii) in the case of Mr. Hamood and Ms. Larsen, an additional chair retainer in the amount of $20,000 for their services as chair of our Audit Committee and HCM & Compensation Committee, respectively, and (iii) in the case of Mr. Krantz, $91,460 of salary earned by him pursuant to the Executive Chairman Agreement. The cash fees reported in this column with respect to the following directors were paid to the following entities, in each case, controlled by the respective director as follows: (i) Ms. Winters’ cash fees were paid to Winters Advisory Inc.; (ii) Ms. Larsen’s cash fees were paid to Digital HR LLC; (iii) Mr. Chilukuri’s cash fees were paid to Venkat Group, LLC; and (iv) Mr. Hamood’s cash fees were paid to AMHAM DH, LLC. |

  135. DIRECTOR COMPENSATION

    | (2) Represents the grant date fair value of RSU awards granted to our non-employee directors during 2023, computed in accordance with ASC Topic 718. The valuation assumptions associated with such awards are discussed in Note 17 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the restricted stock units, or the sale of any common stock acquired under such restricted stock units. |

  136. DIRECTOR COMPENSATION

    | (3) None of Mr. Egan, Mr. Haywood, Ms. Young, or Mr. Mitchell received compensation for services as a director in 2023 or had any outstanding equity awards as of December 31, 2023. Directors who are employees of Advent or Spectrum Equity do not receive compensation for services as a director or as a member of a committee of our Board. |

  137. DIRECTOR COMPENSATION

    | (4) As of December 31, 2023, Mr. Hamood held 4,437 unvested LLC Units and 17,536 unvested time-based RSUs. |

  138. DIRECTOR COMPENSATION

    | (5) As of December 31, 2023, Ms. Larsen held 4,655 unvested LLC Units and 17,536 unvested time-based RSUs. |

  139. DIRECTOR COMPENSATION

    | (6) Mr. Mitchell resigned from the Board effective, September 6, 2023. |

  140. DIRECTOR COMPENSATION

    | (7) As of December 31, 2023, Ms. Winters held 19,781 unvested time-based RSUs. |

  141. DIRECTOR COMPENSATION

    | (8) As of December 31, 2023, Mr. Chilukuri held 30,406 unvested time-based RSUs. |

  142. DIRECTOR COMPENSATION

    | (9) As of December 31, 2023, Mr. Krantz held 142,515 unvested LLC Units, 357,976 unvested time-based RSUs and 110,846 unvested performance-based RSUs |

  143. DIRECTOR COMPENSATION

    | (10) Includes 401(k) matching contributions and health insurance premiums of $38,916. |

  144. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors receive cash and equity compensation for their service on the Board pursuant to our non-employee director compensation policy. Each non-employee director receives a $50,000 annual retainer for Board services. Our Audit Committee Chair and HCM and Compensation Committee Chair receive an additional chair retainer of $20,000, and our Nominating and Governance Committee Chair receives an additional chair retainer of $10,000, in each case to the extent such chair positions are held by eligible non-employee directors. All annual cash compensation is payable on a quarterly basis in arrears, and retainers are prorated for partial quarters of service. Each non-employee director also receives (i) an initial equity award of RSUs with a value of $300,000 upon joining our Board, and (ii) an annual equity award of RSUs, granted on the date of the annual meeting of stockholders, with a value of $175,000 (in the case of directors who join the Board following such date, granted upon appointment and pro-rated for the period from appointment through the one year anniversary of such annual meeting of stockholders), which vests upon the earlier to occur of the one-year anniversary of such annual meeting of stockholders and the date of the next year’s annual meeting of stockholders, subject to such director’s continued service. Any director who is an employee of the Company and directors who are employees of Advent or Spectrum Equity do not receive compensation for services as a director or as a member of a committee of our Board.