DEF 14A of CS Disco, Inc., Apr 29, 2024

DEF 14A of CS Disco, Inc.

Filed Apr 29, 2024 · FY20230001193125-24-122186

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of nine members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors and has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are divided into the three classes as follows:

  2. ELECTION OF DIRECTORS

    | • | Class III directors: Susan L. Blount, Scott Hill and Krishna Srinivasan, whose terms will expire at the upcoming Annual Meeting; |

  3. ELECTION OF DIRECTORS

    | • | Class I directors: Tyson Baber, Eric Friedrichsen and Robert P. Goodman, whose terms will expire at the Annual Meeting of Stockholders to be held in 2025; and |

  4. ELECTION OF DIRECTORS

    | • | Class II directors: Colette Pierce Burnette, Ed.D., Aaron Clark and James Offerdahl, whose terms will expire at the Annual Meeting of Stockholders to be held in 2026. |

  5. ELECTION OF DIRECTORS

    Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of DISCO. Each of Ms. Blount and Messrs. Hill and Srinivasan is currently a member of our board of directors. Mr. Srinivasan was previously elected by the stockholders prior to our initial public offering of common stock. Each of Ms. Blount and Mr. Hill was appointed by our board of directors prior to our initial public offering to fill a vacancy on the board. Each of these nominees has been nominated for reelection to serve as a Class III director, based in part on the recommendation of the nominating and corporate governance committee, and has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Stockholders to be held in 2027 and until the director’s successor has been duly elected, or if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the board, and these views may differ from the views of other members.

  6. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

  7. EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE

    EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE

  8. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the Class III nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement:

  9. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Position | | Class III director nominees for election at the 2024 Annual Meeting of Stockholders | | | | Susan L. Blount | 66 | Director | | Scott Hill | 56 | Director(1) | | Krishna Srinivasan | 51 | Chair of the Board of Directors and Director(1) | | Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | | | | Tyson Baber | 45 | Director | | Eric Friedrichsen | 55 | President, Chief Executive Officer and Director(1) | | Robert P. Goodman | 63 | Director | | Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | Colette Pierce Burnette, Ed.D. | 66 | Director | | Aaron Clark | 42 | Director | | James Offerdahl | 67 | Director |

  10. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | (1) Mr. Friedrichsen became our Chief Executive Officer in April 2024, succeeding Mr. Hill, who served as our Chief Executive Officer in an interim capacity from September 2023 to April 2024. Until May 11, 2024, Mr. Hill is continuing to serve an interim, non-officer capacity as advisor to Mr. Friedrichsen. Effective May 12, 2024, Mr. Hill has been appointed to serve as chair of the board of directors. |

  11. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  12. Nominees for Election at the 2024 Annual Meeting of Stockholders

    Nominees for Election at the 2024 Annual Meeting of Stockholders Susan L. Blount has served as a member of our board of directors since April 2021. Ms. Blount served as General Counsel of Prudential Financial, Inc., as Senior and then Executive Vice President from 2005 to 2015. She currently serves as an adjunct professor at the University of Texas School of Law, a position she has held since January 2016. Since January 2019, Ms. Blount has served on the board of directors of Cavco Industries Inc. Ms. Blount is a founding member of the Center for Women in Law at the University of Texas School of Law, where she also served as Interim Executive Director from March 2019 to January 2020. Ms. Blount holds a B.A. in history from the University of Texas at Austin and a J.D. from the University of Texas School of Law. We believe that Ms. Blount is qualified to serve as a member of our board of directors because of her significant experience in public company strategy, legal and risk management. Scott Hill has served as a member of our board of directors since June 2021. Mr. Hill served as our Chief Executive Officer from September 2023 to April 2024, and is serving in an interim, non-officer capacity as advisor to Mr. Friedrichsen until May 11, 2024. Effective May 12, 2024, Mr. Hill has been appointed to serve as chair of the board of directors. Mr. Hill served as an advisor to the Chief Executive Officer of Intercontinental Exchange, Inc. from May 2021 to February 2023 and also served as its Chief Financial Officer from May 2007 to May 2021. Before that, Mr. Hill was an international finance executive for International Business Machines Corporation from 1991 to 2007. Mr. Hill has served on the boards of directors of Cardlytics, Inc. since September 2023 and VVC Exploration Corporation since August 2017. Mr. Hill earned his B.B.A in finance from the University of Texas at Austin and his M.B.A. from New York University. We believe that Mr. Hill is qualified to serve as a member of our board of directors because of his financial expertise and his extensive management experience, including as our Chief Executive Officer from September 2023 to April 2024. Krishna Srinivasan has served as a member of our board of directors since December 2013 and as chair of the board of directors since May 2021. Mr. Srinivasan is a Founding Partner of LiveOak Venture Partners, which he co-founded in January 2012. Prior to founding LiveOak Venture Partners, Mr. Srinivasan was a Partner at Austin Ventures from 2000 to 2010. Earlier in his career, he also worked at Motorola and SEMATECH. Mr. Srinivasan is or has been a member of the board of directors of numerous other portfolio companies of LiveOak Venture Partners in the technology space. Mr. Srinivasan is also Chairman of the Board for The Miracle Foundation, a global non-profit organization that utilizes technology and proprietary best-practices to help orphans and vulnerable children achieve their full potential. Mr. Srinivasan holds a B.Tech. in mechanical engineering from the Indian Institute of Technology, a M.S. in operations research from the University of Texas at Austin and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe that Mr. Srinivasan is qualified to serve as a member of our board of directors because of his extensive experience with technology companies in our industry and his service on numerous private company boards.

  13. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Tyson Baber has served as a member of our board of directors since January 2019. Mr. Baber is a Lead Investor at Georgian Partners, a position he has held since September 2014. Prior to such time, Mr. Baber was an M&A Business Development Executive at IBM. Mr. Baber currently serves on the boards of directors of various portfolio companies of Georgian Partners. Mr. Baber holds an M.B.A. in international business from the University of North Carolina Kenan-Flagler Business School and a J.D. from the University of North Carolina School of Law. We believe that Mr. Baber is qualified to serve as a member of our board of directors because of his extensive experience with technology companies in our industry and his service on various private company boards. Eric Friedrichsen has served as our Chief Executive Officer and as a member of our board of directors since April 2024. Prior to joining us, Mr. Friedrichsen served as Chief Executive Officer of Emburse, LLC from January 2020 to January 2024. In 2019, Mr. Friedrichsen served as Global Head, Commercial, SMB and Growth Markets of Marketo Inc., a subsidiary of Adobe Inc. Prior to that time, Mr. Friedrichsen held a series of executive and leadership roles at SAP and SAP Concur, from 2008 to 2018. Mr. Friedrichsen holds a B.B.A. in Management Information Systems from the University of Iowa. We believe that Mr. Friedrichsen is qualified to serve as a member of our board of directors due to his extensive experience building and leading businesses and the insights he will have as our Chief Executive Officer. Robert P. Goodman has served as a member of our board of directors since November 2014. Mr. Goodman is a Partner at Bessemer Venture Partners, a venture capital firm, which he joined in 1998. Bessemer Venture Partners VIII L.P. and Bessemer Venture Partners VIII Institutional L.P. are affiliated investment funds of Bessemer Venture Partners. Prior to joining Bessemer Venture Partners, Mr. Goodman founded and served as the Chief Executive Officer of three privately held telecommunications companies. Since February 2017, Mr. Goodman has served on the board of directors of ACV Auctions Inc. and he previously served on the board of directors of Blue Apron Holdings from November 2015 to December 2019. Additionally, Mr. Goodman is or has been a member of the boards of directors of numerous other portfolio companies of Bessemer Venture Partners in the areas of software, mobile and business-to-business marketplace. Mr. Goodman holds a B.A. in Latin American studies from Brown University and an M.B.A. from Columbia University. We believe that Mr. Goodman is qualified to serve as a member of our board of directors due to his experience in working with entrepreneurial companies, particularly technology companies, and his experience as a director of both public and private companies.

  14. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Colette Pierce Burnette, Ed.D. has served as a member of our board of directors since April 2021. Dr. Burnette was the President and Chief Executive Officer of Newfields, a position she has held from August 2022 to November 2023. Dr. Burnette was previously the President of Huston-Tillotson University in Austin, Texas, serving in this role from July 2015 to August 2022. She also previously served as interim President at Pierce College in Puyallup, Washington, as well as serving in several roles at Central State University in Wilberforce, Ohio, last serving as its Vice President for Administration and Chief Financial Officer. Dr. Burnette is a leader of the Austin community, serving as co-chair of the Mayor of Austin’s Task Force on Institutional Racism and Systemic Inequities, Board Chair of Leadership Austin and Treasurer of the Independent Colleges and Universities of Texas, along with several other local boards and committees. Dr. Burnette holds a B.S. in industrial and systems engineering from The Ohio State University, an M.S. in administration from Georgia College and State University and an Ed.D. from the University of Pennsylvania. Dr. Burnette is also a graduate of the Harvard University Graduate School of Education’s Management Development Program. We believe that Dr. Burnette is qualified to serve as a member of our board of directors because of her extensive leadership experience in the education sector and her demonstrated commitment to public service. Aaron Clark has served as a member of our board of directors since August 2016. Mr. Clark is a Managing Director of The Stephens Group, LLC, where he has been employed since its founding in 2006. Mr. Clark previously served on the board of directors of Bear State Financial, Inc., serving from 2011 until the company’s acquisition in 2018. In addition, Mr. Clark currently serves on the boards of directors of various portfolio companies of The Stephens Group, LLC. Mr. Clark holds a B.S. in finance from the University of Arkansas at Fayetteville. We believe that Mr. Clark is qualified to serve as a member of our board of directors because of his extensive experience with technology companies in our industry, his service on private company boards and the historical knowledge and continuity he brings to our board of directors. James Offerdahl has served as a member of our board of directors since August 2018. Mr. Offerdahl served as the Chief Financial Officer of Bazaarvoice, Inc. from January 2013 until its acquisition in February 2018. Prior to this, he served as the Chief Financial Officer and Vice President of Administration of Convio, Inc. from February 2005 until its acquisition in May 2012. Earlier in his career, Mr. Offerdahl held executive level positions at various other companies, including as Chief Executive Officer of Traq-Wireless, Inc., Chief Operating Officer and Chief Financial Officer of Pervasive Software, Inc. and Chief Financial Officer of Tivoli Systems, Inc. Since January 2011, Mr. Offerdahl has served on the board of directors of Q2 Holdings, Inc., where he also serves as chair of the company’s audit committee. He also serves and has served on the boards of directors of several private companies. Mr. Offerdahl holds a B.S. in accounting from Illinois State University and an M.B.A. in management and finance from the University of Texas at Austin. We believe that Mr. Offerdahl is qualified to serve as a member of our board of directors because of his financial expertise and his extensive experience as an executive and director of various public and private companies.

  15. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  16. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows for the fiscal years ended December 31, 2023 and 2022, as applicable, compensation awarded or paid to, or earned by, our named executive officers.

  17. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Scott Hill(5) | 2023 | 186,538 | 603,854(6) | — | — | 38,608 | 829,000 | | Director and Former Chief Executive Officer | | | | | | | | | Kiwi Camara(7) | 2023 | 344,872 | — | — | — | 497 | 345,369 | | Former Chief Executive Officer | 2022 | 500,000 | — | 44,364,478 | — | 75,638 | 44,940,116 | | Michael S. Lafair | 2023 | 410,000 | 3,765,638(8) | — | 147,600 | 14,117 | 4,337,355 | | Executive Vice President, Chief Financial Officer | 2022 | 410,000 | 2,021,277(9) | — | — | 14,158 | 2,445,435 | | Kevin Smith | 2023 | 320,000 | 1,905,045(8) | — | 76,800 | 11,795 | 2,313,641 | | Executive Vice President, Chief Product Officer | | | | | | | |

  18. 2023 Summary Compensation Table

    | (1) Salary amounts represent actual amounts paid during the period presented. See “—Narrative Disclosure to Summary Compensation Table—Base Salary” below. |

  19. 2023 Summary Compensation Table

    | (2) Amounts reported represent the aggregate grant date fair value of restricted stock awards, restricted stock units (“RSUs”) and stock options granted to our named executive officers during the periods reported, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the named executive officer. The amount reported has been corrected to reflect the grant date fair value of Mr. Camara’s 2022 option award in accordance with ASC Topic 718, as reflected in the Company’s historical financial statements. Following Mr. Camara’s resignation in September 2023, the option award was forfeited in its entirety. |

  20. 2023 Summary Compensation Table

    | (3) The amounts disclosed represent performance bonuses earned in the period presented. See “—Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below. |

  21. 2023 Summary Compensation Table

    | (4) Amounts reported for 2023 reflect (i) with respect to Mr. Hill, $1,043 in life insurance premiums and $37,565 in fees for his service as a member of our board of directors prior to his appointment as our Chief Executive Officer in September 2023, (ii) with respect to Mr. Camara, $497 in life insurance premiums, (iii) with respect to Mr. Lafair, $3,354 in life insurance premiums and $10,763 in employer contributions to a 401(k) plan, and (iv) with respect to Mr. Smith, $1,062 in life insurance premiums and $10,733 in employer contributions to a 401(k) plan. |

  22. 2023 Summary Compensation Table

    | (5) Mr. Hill was appointed as our Chief Executive Officer in September 2023 and served in such capacity on an interim basis until the appointment of Eric Friedrichsen as our Chief Executive Officer in April 2024. |

  23. 2023 Summary Compensation Table

    | (6) Amount includes RSU award with an aggregate grant date fair value of $150,006 that was awarded to Mr. Hill in June 2023, prior to his appointment as our Chief Executive Officer, pursuant to our non-employee director compensation policy. |

  24. 2023 Summary Compensation Table

    | (7) Mr. Camara resigned as our Chief Executive Officer and as a member of our board of directors in September 2023. |

  25. 2023 Summary Compensation Table

    | (8) Consists of a service-based RSU award and a performance-based RSU (“PSU”) award subject to vesting based on our achievement of specific revenue and Adjusted EBITDA targets and non-quantitative performance goals for 2023. With respect to the PSU award, the amount that vested based on achievement of such performance criteria vests over approximately three years from the date of grant based on the recipient’s continued service to us. Because the PSU awards are subject to a performance condition, the grant date fair value reported was based upon the probable outcome of such condition as of the grant date. The values of the PSU awards on the grant date, assuming the highest level of performance would have been achieved, was $3,012,504 for Mr. Lafair and $1,524,040 for Mr. Smith. In February 2024, the compensation committee determined based on our corporate performance for 2023 that the PSU awards would vest as to performance as to 60% of target (30% of the total award). |

  26. 2023 Summary Compensation Table

    | (9) Represents a PSU award subject to vesting based on our achievement of specific revenue targets for 2022. Because the PSU awards were subject to a performance condition, the grant date fair value reported was based upon the probable outcome of such condition as of the grant date. Because we did not achieve the minimum revenues required for vesting, the 2022 award expired without vesting. |

  27. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.

  28. Outstanding Equity Awards as of December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares of Units of Stock that have not Vested ($)(1) | | Scott Hill | 10/04/2021 | — | — | — | — | 1,836(2) | 13,935 | | | 06/15/2023 | — | — | — | — | 9,237(3) | 70,109 | | | 09/11/2023 | — | — | — | — | 32,052(4) | 243,275 | | Michael S. Lafair | 05/02/2021 | — | — | — | — | 100,000(5) | 759,000 | | | 02/06/2023 | — | — | — | — | 214,459(6) | 1,627,744 | | | 02/06/2023 | — | — | — | — | 105,578(7) | 801,337 | | Kevin Smith | 05/02/2021 | 40,000 | 20,000 | 18.70 | 05/01/2031 | — | — | | | 07/26/2022 | — | — | — | — | 52,536(8) | 398,748 | | | 02/06/2023 | — | — | — | — | 108,496(6) | 823,485 | | | 02/06/2023 | — | — | — | — | 53,413(7) | 405,405 |

  29. Outstanding Equity Awards as of December 31, 2023

    | (1) This column represents the market value of the shares of our common stock underlying the stock awards as of December 29, 2023, based on the closing price of our common stock, as reported on the NYSE, of $7.59 per share on December 29, 2023. |

  30. Outstanding Equity Awards as of December 31, 2023

    | (2) One twelfth (1/12th) of the shares underling this RSU award have vested and will continue to vest on a quarterly basis beginning October 21, 2021, subject to Mr. Hill’s continuous service to us through the applicable vesting date. In the event of a change in control of our company, the award shall vest in full. |

  31. Outstanding Equity Awards as of December 31, 2023

    | (3) One fourth (1/4th) of the shares underling this RSU award have vested and will continue to vest on a quarterly basis beginning September 15, 2023, subject to Mr. Hill’s continuous service to us through the applicable vesting date. In the event of a change in control of our company, the award shall vest in full. |

  32. Outstanding Equity Awards as of December 31, 2023

    | (4) The RSU award shall vest in a single installment, on the first of February 16, May 16, August 16, and November 16 following Mr. Hill’s last day of service as our Chief Executive Officer equal to the product of 5,342 and the total number of months of Mr. Hill’s service as Chief Executive Officer (prorated with respect to any partial calendar month of service based on the number of days served during such month). |

  33. Outstanding Equity Awards as of December 31, 2023

    | (5) One forty-eighth (1/48th) of the shares underlying this restricted stock award have vested and will continue to vest on a monthly basis beginning January 31, 2022, subject to Mr. Lafair’s continuous service to us through the applicable vesting date. In the event of Mr. Lafair’s termination of employment by our company without cause or his resignation for good reason, at any time following a change in control of our company, the award shall vest in full. |

  34. Outstanding Equity Awards as of December 31, 2023

    | (6) One sixteenth (1/16th) of the shares underling this RSU award have vested and will continue to vest on a quarterly basis beginning May 16, 2023, subject to the named executive officer’s continuous service to us through the applicable vesting date. In the event of the named executive officer’s termination of employment by our company without cause or his resignation for good reason in connection with a change in control of our company, the award shall vest in full. |

  35. Outstanding Equity Awards as of December 31, 2023

    | (7) The amounts reported reflect PSUs that were earned as a result of achievement of performance criteria in 2023 and upon certification by the compensation committee in February 2024. The earned PSUs remain subject to service based vesting conditions and vested as to one third of the shares underlying the PSU award on February 27, 2024, the date that was two full business days following our release of our earnings for the year ended December 31, 2023, and the remainder of the shares vest in eight equal installments beginning May 16, 2024, subject to the named executive officer’s continuous service to us through the applicable vesting date. |

  36. Outstanding Equity Awards as of December 31, 2023

    | (8) One sixteenth (1/16th) of the shares underling this RSU award have vested and will continue to vest on a quarterly basis beginning November 16, 2022, subject to Mr. Smith’s continuous service to us through the applicable vesting date. In the event of Mr. Smith’s termination of employment by our company without cause or his resignation for good reason in connection with a change in control of our company, the award shall vest in full. |

  37. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary. We have entered into amended and restated employment agreements with our Mr. Lafair and Mr. Smith that provide for severance and/or change in control benefits to the named executive officers upon (i) a “change in control termination” or (ii) a “regular termination” (each as described below). Pursuant to each such agreement, upon a change in control termination, Mr. Lafair and Mr. Smith will be entitled to a lump sum payment equal to 12 months of his base salary, a lump sum payment equal to 100% of his annual target cash bonus, payment of COBRA premiums for up to 12 months and accelerated vesting of outstanding equity awards granted on or after the date of the underwriting agreement related to our initial public offering; for equity awards subject to performance vesting, unless otherwise provided in individual award documents, performance will be deemed to be achieved at target level or, if greater, based on actual performance measured as of the effective time of such change in control. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, unless otherwise provided in individual award documents, performance will be deemed to be achieved at target level or, if greater, based on actual performance measured as of the effective time of such change in control). Upon a regular termination, Mr. Lafair and Mr. Smith will be entitled to a lump sum payment equal to six months of his base salary and payment of COBRA premiums for up to six months. All severance benefits are subject to the executive’s execution of an effective release of claims against the Company. For purposes of the amended and restated employment agreements, a “regular termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason”, each as defined in such agreements, in any case that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control”, as defined in the 2021 Plan, or the “change in control period.” For purposes of the amended and restated employment agreements, a “change in control termination” is an involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, in any case that occurs during the change in control period. In addition, each of our named executive officers’ equity awards that is currently outstanding is subject to the terms of our Long Term Incentive Plan (the “2013 Plan”) and 2021 Plan, as applicable, and the award agreement thereunder. A description of the vesting provisions of each equity award held by our named executive officers that was outstanding and unvested as of December 31, 2023, including the treatment of the award in the event of a change in control, is provided above under “—Outstanding Equity Awards as of December 31, 2023.”

  38. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the year ended December 31, 2023:

  39. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Tyson Baber | — | — | — | | Susan L. Blount | 49,500 | 150,000 | 199,500 | | Colette Pierce Burnette, Ed.D. | 37,400 | 150,000 | 187,400 | | Aaron Clark | — | — | — | | Robert P. Goodman | — | — | — | | James Offerdahl | 53,500 | 150,000 | 203,500 | | Krishna Srinivasan | — | — | — |

  40. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Amounts reported represent the aggregate grant date fair value of the RSU awards granted to our non-employee directors during 2023 under our 2021 Plan, computed in accordance with ASC Topic 718. The fair value of RSUs is determined using the closing market price of our common stock on the date of grant. This amount does not reflect the actual economic value that may be realized by the non-employee directors. |

  41. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) As of December 31, 2023, the aggregate number of shares underlying unexercised outstanding stock options and RSU awards held by each of our non-employee directors was as follows: |

  42. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of Restricted Stock Units (#) | | Tyson Baber | — | | Susan L. Blount | 11,073 | | Colette Pierce Burnette, Ed.D. | 11,073 | | Aaron Clark | — | | Robert P. Goodman | — | | James Offerdahl | 9,237 | | Krishna Srinivasan | — |

  43. NON-EMPLOYEE DIRECTOR COMPENSATION

    Mr. Friedrichsen, our Chief Executive Officer, is also a member of our board of directors but does not receive any additional compensation for his service as a director. Mr. Hill, our former Chief Executive Officer, is also a member of our board of directors but did not receive any additional compensation for his service as a director while he served as Chief Executive Officer. Compensation for Mr. Hill’s service as a director received prior to his appointment as our Chief Executive Officer is discussed above in the section titled “Executive Compensation.” Additionally, Mr. Camara, our former Chief Executive Officer, was also a member of our board of directors but did not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Hill and Mr. Camara.

  44. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy in July 2021 that is applicable to all of our non-employee directors. In April 2024, following a review of our non-employee director compensation program and peer group data prepared by Compensia, the compensation committee approved an amendment to the non-employee director compensation policy. As amended and restated in April 2024, the non-employee director compensation policy provides that each such non-employee director will be eligible to receive the following compensation for service on our board of directors on and following the effective date of the non-employee director compensation policy:

  45. Non-Employee Director Compensation Policy

    | • | an annual cash retainer of $35,000 (the “general annual cash retainer”); |

  46. Non-Employee Director Compensation Policy

    | • | an additional annual cash retainer of $42,500 for service as independent chair of the board of directors; |

  47. Non-Employee Director Compensation Policy

    | • | an additional annual cash retainer of $10,000, $6,000 and $4,000 for service as a member of the audit committee, compensation committee and the nominating and corporate governance committee, respectively; |

  48. Non-Employee Director Compensation Policy

    | • | an additional annual cash retainer of $20,000, $12,000 and $8,000 for service as chair of the audit committee, chair of the compensation committee and chair of the nominating and corporate governance committee, respectively (in lieu of the committee member retainer above); |

  49. Non-Employee Director Compensation Policy

    | • | an initial RSU award granted upon a director’s initial election or appointment to the board, with an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to $300,000, vesting in twelve equal quarterly installments; and |

  50. Non-Employee Director Compensation Policy

    | • | a refresher RSU award granted at each annual meeting of our stockholders to each non-employee director who (i) has served as a non-employee member of the board for at least six months prior to such annual meeting and (ii) continues to serve following such annual meeting. Such refresher RSU awards will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to $150,000, and will vest in four equal quarterly installments (or the day immediately preceding the next annual meeting, if sooner). |

  51. Non-Employee Director Compensation Policy

    Notwithstanding the foregoing, until the date of our 2026 Annual Meeting of Stockholders, no non-employee director who (i) is affiliated or associated with any of our fund investors and (ii) was serving on our board of directors as of the effective date of the non-employee director compensation policy will be eligible for a cash retainer or a refresher RSU award. Pursuant to the compensation policy, each non-employee director may elect to receive all of such director’s general annual cash retainer as an RSU award, which we refer to as the retainer RSU award. If a non-employee director timely makes this election, the retainer grant will be automatically granted to the non-employee director on January 1 of each year and will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to the aggregate of the general annual cash retainer that would have otherwise been paid for the upcoming calendar year. Each retainer RSU award will vest in four equal installments on the last day of each of the Company’s fiscal quarters, subject to the non-employee director’s continued service though each applicable vesting date. Each of the RSU grants granted under the non-employee director compensation policy described above will be granted under our 2021 Plan. Each such grant will vest subject to the director’s continuous service with us, provided that each RSU award will vest in full upon a change in control, as defined in the 2021 Plan.

  52. Equity Grants to Directors and Executive Officers

    Equity Grants to Directors and Executive Officers We have granted stock options, RSUs and PSUs to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”