DEF 14A of Frontdoor, Inc., Mar 30, 2026

DEF 14A of Frontdoor, Inc.

Filed Mar 30, 2026 · FY20250001193125-26-131742

Open on EDGAR

  1. Key Compensation Actions for Fiscal 2025

    Key Compensation Actions for Fiscal 2025 Our Compensation Committee took the following actions with respect to our fiscal 2025 executive compensation program: • Maintained the alignment of our executives’ annual long term incentive (“LTI”) opportunities to Company performance and stockholders’ interests by structuring 50% of awards in the form of performance shares (“PSUs”) that are tied 50% to 3-year cumulative revenue and 50% to 3-year cumulative Adjusted EBITDA goals, and 50% of awards in the form of time-based restricted stock units (“RSUs”); Maintained the alignment of our executives’ annual incentive plan (“AIP”) opportunities to Company performance and stockholders’ interests by tying the payout earned under the AIP to a mix of financial performance goals and strategic performance goals, and determined that the payout for 2025 was 177.5% in the aggregate, in accordance with the weightings applicable to each performance goal. Executive Compensation Highlights

  2. What We Do and Don’t Do Within Our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | | Pay for Performance | | No Excessive Risk-Taking | | | Competitive Compensation/Peer Group Benchmarking | | No Hedging, Pledging or Short Sales | | | Annual Compensation Risk Assessment | | No Excessive Perquisites | | | Executive Clawback Policy with Misconduct Provisions | | No Backdating or Repricing of Stock Options | | | Stock Ownership Guidelines and Holdings Requirements | | No Tax Gross-Ups, Except for Executive Relocation | | | Double Trigger Vesting for Equity Awards | | | | | Independent Compensation Consultant | | |

  3. Age: 69

    Age: 69 Director since: 2018

  4. Committees

    Committees None Independent

  5. Age: 57

    Age: 57 Director since: 2021

  6. Committees

    Committees Nominating & Corporate Governance Committee

  7. Committees

    | | ANNA C. CATALANO | | | | Professional Highlights | | | | Ms. Catalano was appointed to the Board of Directors of the Company in September 2018, and serves as Chair of our Compensation Committee. From 1979 until her retirement in 2003, Ms. Catalano served in various leadership roles at BP p.l.c., a global energy producer, and its predecessor Amoco Corporation. Most recently, from 2000 to 2003, she served as Group Vice President, Global Marketing, for BP p.l.c. Ms. Catalano has significant international business experience, having served as President of Amoco Orient Oil Company, including two years during which she lived in Beijing. Ms. Catalano serves on the board of directors and is chair of the nominating and corporate governance committee of Ecovyst, Inc., an integrated and innovative global provider of specialty catalysts and services since July 2022; and on the board of directors, compensation committee and nominating, governance, and social responsibility committee of HF Sinclair Corporation, a petroleum and renewable fuels company since March 2022 (having served on the board of directors of HollyFrontier Corporation from 2017 until its acquisition by HF Sinclair Corporation). Ms. Catalano previously served on the board of directors of Kraton Corporation, a global producer of bio-based chemicals and specialty polymers, from 2011 until its acquisition in 2022; on the board of directors of Willis Towers Watson p.l.c., a global risk advisory, broking, and solutions company from 2016 to 2022 (having previously served on the board of directors of Willis Group from 2006 until the merger of Willis Group and Towers Watson & Co.); on the board of directors of Mead Johnson Nutrition Co., a global producer of infant and child nutrition, from 2010 until its acquisition in 2017; and on the board of directors of Chemtura Corp., a global specialty chemicals company, from 2011 to 2017. Ms. Catalano holds a Bachelor of Science degree in Business Administration from the University of Illinois, Champaign-Urbana. | | | | Skills and Qualifications | | | | Ms. Catalano’s senior leadership experience and extensive knowledge in marketing and communications, combined with her broad public company board experience and expertise in corporate governance, executive compensation and board function, qualify her to serve on our Board of Directors. | | | | Current Public Company Directorships | Former Public Company Directorships (last 5 years) | | | • Frontdoor, Inc. • Ecovyst, Inc. • HF Sinclair Corporation | • Kraton Corporation • Willis Towers Watson p.l.c. |

  8. Committees

    | | PETER L. CELLA | | | | Professional Highlights | | | | Mr. Cella was appointed to the Board of Directors of the Company in October 2018, and serves as a member of our Audit Committee and our Compensation Committee. Mr. Cella has been a private investor since August 2017. From 2011 to August 2017, Mr. Cella served as President and Chief Executive Officer of Chevron Phillips Chemical Company LLC, a global petrochemical company. Previously, Mr. Cella served in various executive positions at BASF Corp., a global producer and marketer of chemicals and related products; INEOS Nitriles, a global producer of acrylonitrile, acetonitrile, and related chemicals; Innovene, LLC, a producer of olefins and derivatives; and BP p.l.c., a global energy producer. Mr. Cella serves on the board of directors and the audit committee of Rockpoint Gas Storage Inc. (listed in Toronto, Canada), an independent owner and operator of natural gas storage in North America, and serves on the board of directors of Inter Pipeline Ltd., a petroleum transportation, natural gas liquids processing and bulk liquid storage business that was taken private in 2021. Mr. Cella previously served on the board of directors, was a member of the audit committee and chaired the sustainability, risk, and HSE Committee of Saudi Aramco, a global energy and chemicals enterprise from April 2018 to June 2024; and Terminix from February 2017 until October 2018. Mr. Cella received a Bachelor of Science degree in Finance from the University of Illinois and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. | | | | Skills and Qualifications | | | | Mr. Cella’s financial background and experience in executive leadership and running varied businesses, history of building strong leadership teams and experience serving on and leading committees at other company boards qualify him to serve on our Board of Directors. | | | | Current Public Company Directorships | Former Public Company Directorships (last 5 years) | | | • Frontdoor, Inc • Rockpoint Gas Storage Inc. (listed in Canada) | • Saudi Aramco (listed in Saudi Arabia) |

  9. Age: 66

    Age: 66 Director since: 2018

  10. Committees

    Committees Compensation Committee Chair Independent

  11. Age: 68

    Age: 68 Director since: 2018

  12. Committees

    Committees Audit Committee & Compensation Committee 2021

  13. Committees

    Committees Audit Committee Chair

  14. Committees

    | | CHRISTOPHER L. CLIPPER | | | | Professional Highlights | | | | Mr. Clipper was appointed to the Board of Directors of the Company in October 2021, and serves as Chair of the Audit Committee. Currently, Mr. Clipper serves as the Chief Financial Officer of David Yurman Enterprises, LLC, a privately-held American luxury jewelry company. From March 2020 to February 2024, Mr. Clipper served as the Senior Vice President and Chief Financial Officer, Innovation and Go-To-Market strategies of Ralph Lauren Corporation, a global leader in the design, marketing and distribution of premium lifestyle products. From November 2017 to February 2020, Mr. Clipper served as the Senior Vice President and Chief Financial Officer, North America and Club Monaco of Ralph Lauren Corporation. From January 2011 to July 2017, Mr. Clipper served in various leadership roles at Nike, Inc., a global retailer of athletic footwear and apparel, including as Vice President and Chief Financial Officer, Global Operations, North America and Vice President and Group Head, Global Strategy and Corporate Development. Prior to joining Nike, from January 2004 to January 2011, Mr. Clipper held various leadership positions at Time Warner, Inc., a leader in media and entertainment that operates Turner, Home Box Office (HBO) and Warner Bros. business units that was acquired by AT&T in June 2018. These positions included Group Vice President, Financial Planning and Analysis, Vice President, Investor Relations and Executive Director, Mergers and Acquisitions. Mr. Clipper holds a Bachelor of Arts degree in Economics from Brown University and an M.B.A. from Stanford University Graduate School of Business. | | | | Skills and Qualifications | | | | Mr. Clipper’s extensive accounting, financial management and leadership experience as well as his deep understanding of consumer-focused businesses, operations, strategy, investor relations and mergers and acquisitions, qualify him to serve on our Board of Directors. | | | | Current Public Company Directorships | Former Public Company Directorships (last 5 years) | | | • Frontdoor, Inc. | • None |

  15. Committees

    | | DENNIS W. HOWARD | | | | Professional Highlights | | | | Mr. Howard was appointed to the Board of Directors of the Company in March 2026, and serves as a member of our Audit Committee. Mr. Howard currently serves as the Managing Director, Chief Technology, Operations, and Data Officer for Charles Schwab, a global financial services firm. He is responsible for Charles Schwab’s information technology, including a centralized technology organization and an enterprise project management office. In addition, he is responsible for the firm’s data assets, teams that handle all operational transactions for current clients of Charles Schwab, and the firm’s transformation-related initiatives. Mr. Howard joined Charles Schwab in September 2014 as Senior Vice President of core technology solutions and served as the firm’s Executive Vice President and Chief Information Officer from 2016-2025. Prior to Charles Schwab, Mr. Howard was Senior Vice President and Chief Information Officer for Visa Inc. During his 12-year tenure at Visa, he served in various information technology roles across a number of disciplines, including development of enterprise systems, data and analytics, and client-facing product development. Mr. Howard received his bachelor's degree from the University of Texas at San Antonio, and his master's degree from Baylor University. | | | | Skills and Qualifications | | | | Mr. Howard’s extensive information technology, cybersecurity and leadership experience, as well as his deep understanding of consumer-focused technology, operations planning and management, qualify him to serve on our Board of Directors. | | | | Current Public Company Directorships | Former Public Company Directorships (last 5 years) | | | • Frontdoor, Inc. | • SolarWinds Corporation |

  16. Committees

    Independent

  17. Age: 57

    Age: 57 Director since: 2026

  18. Committees

    Committees Audit Committee

  19. Committees

    | | BRIAN P. McANDREWS Lead Director | | | | Professional Highlights | | | | Mr. McAndrews was appointed to the Board of Directors of the Company in October 2018, serves as Lead Director since June 2022, and is Chair of our Nominating and Corporate Governance Committee. Currently, Mr. McAndrews is a Senior Advisor for Spectrum Equity Management, L.P., a leading growth equity firm focusing on category-leading software, data and consumer internet businesses. Previously, Mr. McAndrews served as President and Chief Executive Officer, and chairman of the board of directors, of Pandora Media, Inc., an internet radio company, from 2013 until 2016. Prior to that, he served as a venture partner with Madrona Venture Group, LLC, a venture capital firm, from 2012 to September 2013, and as a managing director of Madrona from 2009 to 2011. He also previously held executive positions at Microsoft Corporation, a global software company, and aQuantive, a leading digital marketing services and technology company, which was acquired by Microsoft in 2007. Mr. McAndrews currently serves on the board of directors and is a member and chairman of the compensation committee of The New York Times Company, a multimedia news and information company, and is a member of the compensation committee of Xero Limited, a cloud-based accounting software company for small- and medium-sized businesses. Mr. McAndrews previously served on the boards of directors of Chewy, Inc., an online destination for pet parents until 2021; Grubhub Inc., an online and mobile food ordering company until 2021; Teladoc Health, Inc., an online provider of medical services until 2020; Fisher Communications, Inc., a media company until it was acquired in 2013; and Clearwire Corporation, a telecommunications company until it was acquired in 2013. Mr. McAndrews holds a Bachelor’s degree in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business. | | | | Skills and Qualifications | | | | Mr. McAndrews brings to the Company and the Board of Directors deep traditional and digital media experience gained through his role as a chief executive officer of public companies in the technology industry, as well as his private and public company directorships. Mr. McAndrews has held several leadership positions on public company boards, including as chairman, lead director and chairing committees. In addition, his background and his understanding of digital advertising and the integration of emerging technologies qualifies Mr. McAndrews to serve on our Board of Directors. | | | | Current Public Company Directorships | Former Public Company Directorships (last 5 years) | | | • Frontdoor, Inc. • The New York Times Company • Xero Limited (listed in Australia) | • Chewy, Inc. • Grubhub Inc. • Teladoc Health, Inc. |

  20. Committees

    | | LIANE J. PELLETIER | | | | Professional Highlights | | | | Ms. Pelletier was appointed to the Board of Directors of the Company in September 2018, and serves as a member of our Audit Committee and our Compensation Committee. Since 2011, Ms. Pelletier has served as a public company independent board director across multiple industries. From 2003 through 2011, Ms. Pelletier was the Chairwoman, Chief Executive Officer, and President of Alaska Communications Systems, an Alaska-based telecommunications and information technology services provider. Prior to this, Ms. Pelletier held a number of executive positions at Sprint Corporation, a telecommunications company. Ms. Pelletier currently serves on the board of directors and is chair of the nominating and corporate governance committee at Expeditors International of Washington, Inc., a global logistics company; and also serves on the board of directors and is a member of the audit and risk committee at Ameriprise Financial, Inc., a financial services company. Ms. Pelletier previously served on the board of directors and was lead independent director at ATN International, Inc., a holding company of telecommunication companies until April 2023; and served on the board of directors at Switch, Inc., a data center and technology infrastructure company, until it was sold in December 2022. In 2017, she earned a professional certificate in cybersecurity from Carnegie Mellon’s Software Engineering Institute. Ms. Pelletier earned her B.A. in Economics magna cum laude from Wellesley College and an M.S. from the Sloan School of Business at the Massachusetts Institute of Technology. | | | | Skills and Qualifications | | | | Ms. Pelletier’s experience in executive and boardroom leadership, particularly in highly regulated industries, and expertise in cybersecurity oversight, business model transformation and shareholder engagement qualify her to serve on our Board of Directors. | | | | Current Public Company Directorships | Former Public Company Directorships (last 5 years) | | | • Frontdoor, Inc. • Ameriprise Financial, Inc. • Expeditors International of Washington, Inc. | • ATN International, Inc. • Switch, Inc. |

  21. Committees

    Lead Director Independent

  22. Age: 67

    Age: 67 Director since: 2018

  23. Committees

    Committees Nominating and Corporate Governance Committee Chair Independent

  24. Age: 68

    Age: 68 Director since: 2018

  25. Director Compensation

    Director Compensation Compensation Paid to Non-Employee Directors Each director may elect to defer the receipt of the shares of Common Stock as fully vested deferred share equivalents (“DSEs”) to a point in the future. The shares are issued pursuant to the 2018 Omnibus Incentive Plan (the “2018 Plan”), and the number of shares of our Common Stock granted as part of the equity retainer is determined by using the grant date fair value, as defined in the 2018 Plan as the closing price of our Common Stock on the Nasdaq Global Select Market (“Nasdaq”) on the trading day that immediately precedes the grant date. This value is then used to determine the number of shares required to satisfy the share portion of the director’s equity retainer, rounded to the nearest whole share for the avoidance of fractional shares. A new director, or a director who assumes a role for which an additional retainer is payable, shall receive a prorated award of cash on the next regular payment date for the applicable retainer and a prorated award of Common Stock or DSEs on the date such director joined the Board. A non-employee director may not be granted an award under the 2018 Plan in any calendar year with a value of more than US $500,000 (or the equivalent of such amount denominated in the participant’s local currency). We reimburse all of our directors for reasonable expenses incurred in connection with attending Board meetings and committee meetings. The Company will also reimburse certain expenses incurred by directors in connection with attending director education programs, as well as memberships in director organizations.

  26. Director Compensation Table

    Director Compensation Table The following table for fiscal 2025 sets forth information concerning the compensation by the Company to our current and former non-employee directors, other than Dr. Ganesh who stepped down from our Board of Directors on June 30, 2025 and has served as our Senior Vice President and Chief Technology Officer since July 14, 2025, The compensation paid to Dr. Ganesh for his service as a non-employee member of our Board of Directors is included in the “Summary Compensation Table“ below.

  27. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Lara H. Balazs (3) | $45,000 | $— | $45,000 | | D. Steve Boland | $93,750 | $180,014 | $273,764 | | Anna C. Catalano(4) | $110,000 | $180,014 | $290,014 | | Peter L. Cella | $101,250 | $180,014 | $281,264 | | Christopher L. Clipper(5) | $115,000 | $180,014 | $295,014 | | Brian P. McAndrews(6) | $130,000 | $180,014 | $310,014 | | Liane J. Pelletier | $101,250 | $180,014 | $281,264 |

  28. Director Compensation Table

    (1) Amounts consist of the cash retainers earned in fiscal 2025 and paid quarterly for services rendered as directors on our Board of Directors. (2) Stock awards consist solely of awards of the Company’s fully vested Common Stock granted on May 14, 2025. The amounts shown represent the aggregate grant date fair value of stock awards granted by the Company to all directors and calculated in accordance with applicable accounting standards, based solely on the closing price of our Common Stock on the Nasdaq on the day before the date of the grant and rounded to the nearest whole share. Messrs. Boland, Cella and Clipper elected to defer receipt of their annual stock award as DSEs until 30 days after they no longer sit on the Company’s Board. (3) Ms. Balazs stepped down as a member of the Board of Directors and did not stand for re-election by our stockholders on May 14, 2025. (4) Chair of the Compensation Committee. (5) Chair of the Audit Committee. Lead Director and Chair of the Nominating and Corporate Governance Committee.

  29. Our Board of Directors

    Our Board of Directors Our business and affairs are managed under the direction of our Board of Directors. Our Board is composed of a majority of independent directors. In accordance with our Charter, our Board is fully declassified, and each director will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast, in the case of an uncontested election, with directors not receiving a majority of the votes cast required to tender their resignations for consideration by the Board of Directors. In the case of a contested election, the election will be determined by a plurality of the votes cast. The number of members on our Board of Directors may be fixed by resolution adopted from time to time by the Board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. The names and certain information with respect to each of our current directors is set forth above in the section entitled “Proposal 1, Election of Directors—Directors of the Company.” The Board of Directors held 9 meetings during fiscal 2025. In fiscal 2025, each director then currently serving on our Board attended our 2025 Annual Meeting, and each of our directors then serving on our Board attended 100% of the meetings of the Board and committees on which he or she served as a member during fiscal 2025, other than Ms. Catalano and Mr. Clipper who attended 93% and 94%, respectively.

  30. Selection of Nominees for Election to the Board

    Selection of Nominees for Election to the Board Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will identify and select, or recommend that the Board of Directors select, Board candidates who the Nominating and Corporate Governance Committee believes are qualified and suitable to become members of the Board, consistent with the criteria for selection of new directors adopted from time to time by the Board. The Nominating and Corporate Governance Committee will consider, among other things, the Board’s current composition, including experience, expertise, background and balance of inside, outside and independent directors, and the general qualifications of the potential nominees in light of director qualification criteria established by our Board, as described further below under “─Director Qualification Standards.” In identifying candidates for election to the Board of Directors, the Nominating and Corporate Governance Committee will consider nominees recommended by directors, stockholders and other sources. The Nominating and Corporate Governance Committee will review each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Corporate Governance Committee will recommend the candidate for consideration by the full Board. The Nominating and Corporate Governance Committee has also engaged third-party search firms to assist it in identifying, evaluating and recommending potential nominees, including Mr. Howard, who was elected in March 2026. The Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the Board of Directors for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: c/o Corporate Secretary, Frontdoor, Inc., 3400 Players Club Parkway, Suite 300, Memphis, Tennessee 38125-1731. Any such submission should also describe, among other things, the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board, as well as any connections of the prospective candidate with our Company that may be relevant and any other disclosures that would be required to be made in a proxy statement or similar filing with respect to any nomination of directors. Our Bylaws set forth the complete requirements for direct nomination by a stockholder of persons for election to the Board.

  31. Key Compensation Actions for Fiscal 2025

    Key Compensation Actions for Fiscal 2025 Our Compensation Committee took the following actions with respect to our fiscal 2025 executive compensation program: • Maintained the alignment of our executives’ annual LTI opportunities to Company performance and stockholders’ interests by structuring 50% of awards in the form of PSUs that are tied 50% to the aggregate of the Company’s consolidated revenue for each fiscal year over the 3-year performance period ending on December 31, 2027 and 50% to the aggregate of the Company’s consolidated Adjusted EBITDA for each fiscal year over the 3-year performance period ending on December 31, 2027; and 50% of awards in the form of RSUs; and Maintained the alignment of our executives’ annual incentive plan (“AIP”) opportunities to Company performance and stockholders’ interests by tying the payout earned under the AIP to a mix of financial performance goals and strategic performance goals, and determined that the payout under the AIP was 177.5% in the aggregate, in accordance with the weightings applicable to each performance goal. Objectives of Our Executive Compensation Program

  32. What We Do and Don’t Do Within Our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | | Pay for Performance | | No Excessive Risk-Taking in Our Compensation Programs | | | Competitive Compensation/Peer Group Benchmarking | | No Hedging, Pledging or Short Sales | | | Annual Compensation Risk Assessment | | No Excessive Perquisites | | | Executive Clawback Policy with Misconduct Provisions | | No Backdating or Repricing of Stock Options | | | Stock Ownership Guidelines and Holdings Requirements | | No Tax Gross-Ups, Except for Executive Relocation | | | Double Trigger Vesting for Equity Awards | | | | | Independent Compensation Consultant | | |

  33. Policies and Practices Relating to Awards of Stock Options

    Policies and Practices Relating to Awards of Stock Options Awards of our long-term equity incentives are generally granted each year on a pre-determined schedule, specifically the last Monday in March, or in limited circumstances in connection with a sign-on event as needed. Prior to becoming our Chief Financial Officer in November 2025, Mr. Bailey received non-qualified stock options in his prior position with the Company as a Vice President, Finance. None of our other NEOs received stock options or stock appreciation rights in fiscal 2025. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the Company does not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  34. Components of Executive Compensation Program

    | Pay Component | Role | Key Characteristics and Considerations | | Salary | ● Fixed portion of annual cash pay ● Attract and retain highly qualified executives ● Recognize individual performance | ● Value of role in competitive marketplace ● Value of role to the Company ● Skills, experience and future potential of executives ● Performance of the executive ● Difficulty of replacing the executive | | Annual Incentive Plan ● Cash-Based Payouts | ● Variable, at-risk portion of annual cash pay ● Motivate executives to achieve short-term Company performance goals that support our long-term strategy | ● Goals tied to key financial and strategic indicators of the Company’s success ● Balance between short- and long-term business drivers ● Remaining competitive with the markets in which the Company competes for talent | | Long-term Equity Incentives ● RSUs ● PSUs ● Stock Options ● Performance Stock Options (“PSOs”) | ● Motivate achievement of long-term performance goals ● Facilitate equity ownership to align interests of executives with stockholders ● Encourage retention of key talent | ● Realized value on specific Company performance metric(s) and/or stock performance ● Awards with vesting periods that stretch over multiple fiscal years to create balance between short- and long-term objectives ● Remaining competitive with the markets in which the Company competes for talent |

  35. Components of Executive Compensation Program

    | Pay Component | Role | Key Characteristics and Considerations | | Sign-on Awards ● Cash Awards ● RSUs ● Stock Options | ● Enable the successful recruitment of talented executives | ● Cash and/or equity awards applied on a case-by-case basis to certain executives as an inducement to join the Company and to remain competitive with the markets in which the Company competes for talent, and in the case of equity awards, alignment with stockholders ● Equity awards are time-vested | | Benefits, Perquisites and Severance Protection | ● Support the health and well-being of our executives and employees ● Provide the opportunity for our executives and employees to save on a tax-favored basis ● Attract and retain qualified executives by ensuring that our benefit programs are competitive | ● Health and welfare and retirement benefits for executives are the same as those for all employees ● Benefits, perquisites, and severance protection for executives based on competitive marketplace considerations ● Consistent with standards of good governance |

  36. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee engaged Meridian as its independent compensation consultant for 2025. During the compensation planning process, the Compensation Committee expects its compensation consultant to provide analysis, recommendations, and advice that will inform the Compensation Committee’s decisions. Meridian’s services include, but are not limited to: (i) providing market pay comparisons pertaining to the Company’s executives; (ii) assisting in the design and implementation of executive incentive plans to ensure appropriate linkage to stockholder value creation; (iii) updating the Compensation Committee on governance trends relating to executive compensation; and (iv) reviewing various proposals presented by management to the Compensation Committee on executive compensation matters. Pursuant to SEC rules, the Compensation Committee has assessed the independence of Meridian and has concluded that Meridian, and the individual compensation advisers employed by Meridian, are independent and have no conflicts of interests that would prevent Meridian from independently providing services to the Compensation Committee.

  37. Peer Group

    Peer Group In July 2024, the Compensation Committee completed a review of our 2024 peer group for 2025 compensation. The Compensation Committee considered and approved the removal of the “core” and “emerging” bifurcation and a pivot to a more streamlined approach focusing on companies with business model similarities, while still prioritizing technology-focused or technology-enabled companies. The Compensation Committee determined that four companies be removed, and six companies be added, to the Company’s peer group for 2025 compensation, after considering the reasoning for the changes and background on each company, as well as companies that were considered but not recommended for inclusion in the 2025 peer group. Accordingly, our peer group for 2025 compensation was comprised of the companies in the following table, which have revenues generally ranging from 0.5 to 3.3 times the revenue of the Company.

  38. Peer Group

    | 2025 Peer Group | | | ADT Inc. Alarm.com Holdings, Inc. Angi Inc. Brightview Holdings, Inc. CarGurus, Inc. Chemed Corporation First American Financial Corporation FirstService Corporation H&R Block, Inc. | OPENLANE, Inc. Redfin Corporation RB Global, Inc. Rollins, Inc. Tripadvisor, Inc. Unifirst Corporation Yelp Inc. Zillow Group, Inc. |

  39. Peer Group

    The appropriateness of the companies comprising the peer group will be reassessed annually, and any changes to the composition of the group will be subject to approval by the Compensation Committee. In July 2025, the Compensation Committee completed a review of our 2025 peer group for 2026 compensation. The review focused on confirming the continued appropriateness of our peer group and determined that one company, Redfin Corporation, be removed as it was acquired by Rocket Companies.

  40. Prior Year Say on Pay Vote

    Prior Year Say on Pay Vote In 2025, the Compensation Committee considered the outcome of the stockholder advisory vote on 2024 executive compensation when making decisions relating to the compensation of our NEOs and our executive compensation program and policies. At the 2025 Annual Meeting, over 93% of the votes were cast in favor of the non-binding, advisory vote on the 2024 compensation paid to our NEOs. See “Corporate Governance—Corporate Governance Practices and Policies—Stockholder Engagement” for additional information about our stockholder engagement practices. A significant portion of the 2025 total direct compensation for our NEOs consisted of variable, at-risk compensation. The following charts illustrate the proportional components of 2025 compensation for our CEO and the average proportional components of 2025 compensation for our other NEOs, excluding our former Chief Financial Officer, as well as a percentage of overall, variable, at-risk compensation. For purposes of the charts below, variable, at-risk total direct compensation includes the 2025 AIP award at target, long-term equity incentive award dollar value at target and, with respect to Mr. Bailey and Dr. Ganesh, the transition award of PSUs granted in connection with Mr. Bailey’s transition to Chief Financial Officer during fiscal 2025 and the sign-on and hiring awards of RSUs and PSUs granted to Dr. Ganesh in connection with his hiring as our Chief Technology Officer during fiscal 2025. The charts do not include equity compensation granted to Dr. Ganesh in connection with his service as a member of our Board of Directors.

  41. Prior Year Say on Pay Vote

    * Sums may not add up due to rounding; Average Other NEOs excludes our former Chief Financial Officer. (1) The options shown at 2% were granted to Mr. Bailey prior to his transition to Senior Vice President and Chief Financial Officer. The Compensation Committee determined the salary and incentive compensation opportunities for fiscal 2025 for Messrs. Cobb, Fiarman and Iverson in February 2025, for Dr. Ganesh in May 2025 in connection with his appointment as our Chief Technology Officer effective July 14, 2025, and for Mr. Bailey in October 2025 in connection with his appointment as our Chief Financial Officer effective November 10, 2025. In each case, the Compensation Committee considered data regarding compensation for the Company’s peer group for 2025, third-party salary survey information, and the Company’s business strategy, as well as input from Meridian, stockholders, and with respect to executives other than himself, Mr. Cobb, as discussed above. The Compensation Committee annually reviews the salaries of our executives, which includes our executive officers and other members of the senior leadership team. The Compensation Committee may take into account various factors when considering annual merit increases, including: • Competitive practice among the Company’s peer group, as well as general industry practice; • The Company’s financial performance in the prior year and expectations for the coming year; • The impact that increased fixed costs will have on the ability to meet the Company’s annual operating plan; • Individual proficiency and experience; and • Internal pay equity. In February 2025, the Compensation Committee determined to increase the salaries for Mr. Cobb (from $825,000 to $860,000) and for Mr. Fiarman (from $560,000 to $575,000), effective April 1, 2025, to reflect competitive practice among the Company’s peer group, as well as Mr. Cobb’s and Mr. Fiarman’s proficiency, experience and contributions to the Company. The Compensation Committee determined that the salaries for Ms. Ross and for Mr. Iverson, who was newly appointed to his role as Senior Vice President and Chief Operating Officer at that time, would remain unchanged for fiscal 2025, as each was set within a competitive market range and reflected competitive practice among the Company’s peer group, as well as general industry practice and individual proficiency and experience. In May 2025, the Compensation Committee determined the salary for Dr. Ganesh prior to the commencement of his employment as our Chief Technology Officer on July 14, 2025, and in October 2025, the Compensation Committee determined the salary for Mr. Bailey prior to his transition to the role of Chief Financial Officer on November 10, 2025. In the case of each of Dr. Ganesh and Mr. Bailey, the respective salaries were set within a competitive market range and competitive practice among the Company’s peer group for their roles, as well as general industry practice and individual proficiency and experience. The following table sets forth information regarding the 2025 salaries for our NEOs in 2025.

  42. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  43. 2025 Annual Incentive Plan Design

    2025 Annual Incentive Plan Design In February 2025, the Compensation Committee approved the AIP for 2025, which was designed to reward the achievement of specific pre-set financial and strategic results measured over the 2025 fiscal year. The Compensation Committee determined that, consistent with prior fiscal years, the AIP bonus awards for 2025 would be calculated based on the NEO’s eligible earnings, or base salary paid to the NEO, during fiscal 2025. In February 2025, the Compensation Committee determined to make no change to the AIP bonus targets for Mr. Cobb and Ms. Ross, as it was determined that their targets were in line with their peer benchmarks. The Compensation Committee increased the AIP bonus targets for Messrs. Fiarman (from 65% to 70%) and Iverson (from 70% to 75%) to bring their targets in line with their peer benchmarks. In May 2025, the Compensation Committee determined Dr. Ganesh’s AIP bonus target percentage (85%) prior to his joining the Company as our Chief Technology Officer, and in October 2025, the Compensation Committee determined Mr. Bailey’s AIP bonus target percentage (75%) in connection with his transition to Chief Financial Officer. The target bonus approved by the Compensation Committee for each NEO for 2025 is listed in the table below.

  44. 2025 Annual Incentive Plan Design

    | Named Executive Officer | AIP 2025 Annual Incentive Target as a Percentage of Eligible Earnings | | William C. Cobb | 125% | | Jason L. Bailey(1) | 54% | | Jessica P. Ross | 90% | | Balakrishnan A. Ganesh | 85% | | Jeffrey A. Fiarman | 70% | | Evan A. Iverson | 75% |

  45. 2025 Annual Incentive Plan Design

    Mr. Bailey’s 2025 AIP target bonus as a percentage of his eligible earnings was approximately 54%, which reflects a blend of 50%, his target bonus rate from January 1, 2025 to November 9, 2025, and 75%, his target bonus rate after being promoted to Chief Financial Officer as of November 10, 2025. The Compensation Committee determined that incentives under the 2025 AIP would be based on our performance with respect to the following performance goals and weightings: (i) two financial performance goals consisting of revenue (35%) and Adjusted EBITDA (35%); and (ii) a strategic performance goal (30%) relating to successfully and profitably growing and keeping home warranty members, successfully expanding and scaling non-warranty revenue and successfully optimizing the 2-10 Home Buyers integration and drive growth synergies. The Compensation Committee determined that each of the metrics was appropriate to motivate the NEOs to lead the Company and to deliver on annual growth in support of the Company’s long-term strategy. For each performance measure, the Compensation Committee approved that the achievement factor will be determined by measuring actual performance against threshold, target and maximum goals based on a scale that provides for a payout of 25% for threshold performance, 100% for target performance and 200% for maximum performance. In establishing the goals, the committee considered actual performance measured for 2024, the Company’s operating plan for 2025 and short- and long-term business drivers for the Company. The following table sets forth the financial performance goals, including threshold, target and maximum performance levels, and the respective weightings of the financial performance goals under the 2025 AIP.

  46. 2025 Annual Incentive Plan Design

    | Financial Performance Goal | Threshold (25%) | Target (100%) | Maximum (200%) | Weighting | | Revenue | $1.969 billion | $2.019 billion | $2.069 billion | 35% | | Adjusted EBITDA | $422 million | $464 million | $506 million | 35% |

  47. 2025 Annual Incentive Plan Determinations

    2025 Annual Incentive Plan Determinations In February 2026, the Compensation Committee assessed our performance against the 2025 AIP financial performance goals. For actual performance between the specified threshold, target and maximum levels, the resulting achievement factor was calculated on a linear interpolation basis. The weighted achievement factor for each performance goal was then determined by multiplying the weight attributed to each performance goal by the achievement factor for such goal based on the Company’s fiscal 2025 performance. The levels of achievement attained, achievement factors and the weighted achievement factors for the financial performance goals are listed in the table below.

  48. 2025 Annual Incentive Plan Determinations

    | Financial Performance Goal | 2025 Results | 2025 Results as a % of Target | 2025 Achievement Factor | 2025 Weighted Achievement Factor | | Revenue | $2.093 billion | 104% | 200% | 70% | | Adjusted EBITDA(1) | $553 million | 119% | 200% | 70% |

  49. 2025 Annual Incentive Plan Determinations

    (1) Adjusted EBITDA under the 2025 AIP is calculated in the same manner as described in the Part II, Item 7 section of our Annual Report on Form 10-K for fiscal year ended December 31, 2025. With respect to the satisfaction of the strategic objectives goal, which focused on successfully and profitably growing and keeping home warranty members, successfully expanding and scaling non-warranty revenue and successfully optimizing the 2-10 Home Buyers integration and drive growth synergies, the Compensation Committee determined that we achieved 2025 actual results as a percentage of target of 133%, resulting in a weighted achievement factor of 125% for this goal. The Compensation Committee then determined that Company overall performance under the 2025 AIP was 177.5% in accordance with application of the weightings applicable to each of the financial and strategic performance goals.

  50. 2025 Annual Incentive Plan Payout

    2025 Annual Incentive Plan Payout Actual amounts paid under the 2025 AIP bonus are calculated by multiplying each NEO’s 2025 eligible compensation by (i) the executive’s 2025 AIP bonus target annual cash incentive opportunity (which is reflected as a percentage of eligible earnings) and (ii) the executive’s weighted achievement factor. Accordingly, in February 2026, the Compensation Committee awarded Messrs. Cobb, Bailey, Fiarman and Iverson, Dr. Ganesh, and Ms. Ross 2025 AIP bonuses as set forth in the following table.

  51. 2025 Annual Incentive Plan Payout

    | Named Executive Officer | 2025 AIP Eligible Compensation | AIP Annual Incentive Target as of Percentage of Eligible Earnings | 2025 AIP Eligible Bonus Payout Factor | 2025 AIP Bonus Payouts | | William C. Cobb | $851,250 | 125% | 177.5% | $1,888,711 | | Jason L. Bailey (1) | $402,788 | 54% | 163.7% | $357,988 | | Jessica P. Ross | $625,000 | 90% | 177.5% | $998,438 | | Balakrishnan A. Ganesh(2) | $279,545 | 85% | 177.5% | $421,764 | | Jeffrey A. Fiarman | $571,250 | 70% | 177.5% | $709,778 | | Evan A. Iverson | $550,000 | 75% | 177.5% | $732,188 |

  52. 2025 Annual Incentive Plan Payout

    (1) Mr. Bailey’s 2025 AIP target bonus of approximately 54% and his 2025 AIP Eligible Bonus Payout Factor of approximately 163.7% reflect a blend of (i) a target bonus rate of 50%, which applied from January 1, 2025 to November 9, 2025 and was based 25% on his individual performance (at 105%) and 75% on Company performance (at 177.5%), and (ii) a target bonus rate of 75%, which applied from his transition to Chief Financial Officer on November 10, 2025 to December 31, 2025 and was based 100% on Company performance (at 177.5%). (2) Dr. Ganesh’s 2025 AIP target bonus reflects a pro-ration based on his July 14, 2025 start date.

  53. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards

  54. 2025 Annual Awards

    2025 Annual Awards To reinforce the Company’s performance and growth agenda, in February 2025, the Compensation Committee determined to grant PSUs for 50% of the long-term equity incentive awards and time-vested RSUs for the remaining 50% of the long-term equity incentive awards for Messrs. Cobb, Fiarman and Iverson, and Ms. Ross. The Compensation Committee believes that PSUs create strong alignment with stockholder interests since value is delivered only in the event that the performance metrics are met, which require significant increases in our revenue and Adjusted EBITDA. Meanwhile, time-vested RSUs balanced the performance orientation of PSUs with the objectives of real equity ownership and retention. In February 2025, the Compensation Committee also approved the target dollar value of long-term equity incentive awards to be granted to each of our then-current NEOs as shown on the table below. In determining the target dollar value of these awards, the Compensation Committee considered data regarding compensation for the Company’s 2025 peer group and third-party survey data. The Compensation Committee also considered the Company’s business strategy and input from Meridian, stockholders, and with respect to executives other than himself, Mr. Cobb. The table below summarizes the annual long-term equity incentive awards that were granted on March 31, 2025 to each of our NEOs who were then serving as an executive officer of the Company.

  55. 2025 Annual Awards

    | Named Executive Officer | Total Annual Equity Award Dollar Values | Target PSU Dollar Values | Target Number of PSUs | RSU Dollar Values | Number of RSUs | | William C. Cobb | $6,400,000 | $3,200,000 | 84,144 | $3,200,000 | 84,144 | | Jessica M. Ross | $1,800,000 | $900,000 | 23,666 | $900,000 | 23,666 | | Jeffrey A. Fiarman | $1,600,000 | $800,000 | 21,036 | $800,000 | 21,036 | | Evan A. Iverson | $1,500,000 | $750,000 | 19,721 | $750,000 | 19,721 |

  56. 2025 Annual Awards

    The target PSU dollar values were converted into a target number of PSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share. The terms and conditions of the PSUs provide that the PSUs will generally vest and be payable on the third anniversary of the grant date (i.e. on March 31, 2028) subject to the Company achieving certain specified aggregate revenue performance goals (50% of the PSU award) and specified aggregate Adjusted EBITDA performance goals (50% of the PSU award) measured over the three-year performance period commencing on January 1, 2025 and ending on December 31, 2027, subject to the executive’s continued service through the applicable vesting date. The total number of PSUs that vest will range from 0% to 200% of each target as determined by measuring accumulated aggregate performance at the end of the performance period against the pre-established threshold, target and maximum performance goal levels. To the extent the performance achieved is in between two performance goal levels, the earned percentage shall be determined based on linear interpolation. The RSU dollar values were converted into a number of RSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share, and will vest over three years in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued service through the vesting date. If the NEO’s employment terminates upon death or disability during the performance period, the PSUs will vest and be paid out at target. If the NEO’s employment terminates upon death or disability within 30 days of the end of the performance period, the greater of target or the actual performance measurement will be applied. If the NEO’s employment or service is terminated without cause or the NEO terminates his employment or service for good reason, a pro-rata portion of the PSUs will continue to vest until the third anniversary of the grant date based on actual Company performance. Upon a change in control during the performance period, unless an alternative award is provided, the PSUs will be considered earned at target, or if the change of control occurs within the last 12 months of the performance period, at the greater of target earned and projected earnings. The post-termination vesting for RSUs will be substantially the same as the rights that apply to RSUs previously granted to the NEOs. The terms and conditions of each of the PSU and RSU awards provide that Mr. Cobb shall not be deemed to have incurred a termination should he continue to serve as a director of the Company. The table below summarizes the annual long-term incentive awards for Mr. Bailey that were granted on March 31, 2025, prior to his appointment as Chief Financial Officer, effective November 10, 2025.

  57. 2025 Annual Awards

    | Named Executive Officer | Total Annual Equity Award Dollar Values | Non-Qualified Stock Option Dollar Values | Number of Stock Options | RSU Dollar Values | Number of RSUs | | Jason L. Bailey | $400,000 | $200,000 | 11,976 | $200,000 | 5,259 |

  58. 2025 Annual Awards

    The stock option value was converted into a number of shares based on the Black-Scholes value of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share. The stock options vest in equal annual installments on the first three anniversaries of the grant date, subject to Mr. Bailey’s continued service through the vesting dates, have an exercise price of $38.03 and will expire on the tenth anniversary of the grant date. The RSU dollar value was converted into a number of RSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share, and will vest in equal annual installments on the first three anniversaries of the grant date, subject to Mr. Bailey’s continued service through the vesting dates. Post-termination vesting for stock options, PSUs and RSUs are described further below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards.”

  59. 2025 Sign-On, Hiring and Transition Awards

    2025 Sign-On, Hiring and Transition Awards On July 14, 2025, Dr. Ganesh was awarded sign-on RSUs and hiring awards of RSUs and PSUs. The following reflects Dr. Ganesh’s sign-on award of RSUs:

  60. 2025 Sign-On, Hiring and Transition Awards

    | Named Executive Officer | Total Sign-On Award Dollar Value | Number of RSUs | | Balakrishnan A. Ganesh | $500,000 | 8,619 |

  61. 2025 Sign-On, Hiring and Transition Awards

    The RSU dollar value was converted into a number of RSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share, and will vest in equal annual installments on the first two anniversaries of the grant date, subject to Dr. Ganesh’s continued service through the vesting dates. The following reflects Dr. Ganesh’s hiring awards of PSUs and RSUs that were granted on July 14, 2025:

  62. 2025 Sign-On, Hiring and Transition Awards

    | Named Executive Officer | Total Hiring Equity Award Dollar Value | Target PSU Dollar Value | Target Number of PSUs | RSU Dollar Value | Number of RSUs | | Balakrishnan A. Ganesh | $2,000,000 | $1,000,000 | 17,238 | $1,000,000 | 17,238 |

  63. 2025 Sign-On, Hiring and Transition Awards

    The target PSU dollar value was converted into a target number of PSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share. The terms and conditions of the PSUs provide that the PSUs will generally vest and be payable on the third anniversary of the grant date (i.e., on July 14, 2028) subject to the same terms and conditions, including the performance metrics and goals, established for the PSU awards granted to other NEOs as part of the 2025 annual awards described above. The RSU dollar value was converted into a number of RSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share, and will vest in equal annual installments on the first three anniversaries of the grant date, subject to Dr. Ganesh’s continued service through the vesting dates. The post-termination vesting rights for the RSUs and PSUs granted to Dr. Ganesh in connection with his hiring are substantially the same as the rights that apply to RSUs and PSUs previously granted to other NEOs as part of the 2025 annual awards described above. Post-termination vesting for PSUs and RSUs are described further below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards.” On November 10, 2025, Mr. Bailey a received transition award of PSUs for his promotion to Chief Financial Officer. The following reflects Mr. Bailey’s transition award:

  64. 2025 Sign-On, Hiring and Transition Awards

    | Named Executive Officer | Target PSU Dollar Value | Target Number of PSUs | | Jason L. Bailey | $600,000 | 11,900 |

  65. 2025 Sign-On, Hiring and Transition Awards

    The target PSU dollar value was converted into a target number of PSUs based on the closing price of the Company’s Common Stock on the Nasdaq on the trading day that immediately preceded the grant date, rounded to the nearest whole share. The terms and conditions of the PSUs provide that the PSUs will generally vest and be payable on the third anniversary of the grant date (i.e., on November 10, 2028) subject to the same terms and conditions, including the performance metrics and goals, established for the PSU awards granted to other NEOs as part of the 2025 annual awards described above. Fiscal 2026 Executive Compensation The post-termination vesting rights for the PSUs granted to Mr. Bailey in connection with his transition to Chief Financial Officer are substantially the same as the rights that apply to PSUs previously granted to other NEOs as part of the 2025 annual awards described above. Post-termination vesting for PSUs are described further below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards.”

  66. Fiscal 2026 Executive Compensation

    Fiscal 2026 Executive Compensation In February 2026, the Compensation Committee determined the salary and incentive compensation opportunities for our NEOs for 2026. The Compensation Committee considered data regarding compensation for the Company’s peer group for 2026 and third-party survey data. The Compensation Committee also considered the Company’s business strategy and prior feedback from stockholders related to the Company’s executive compensation program, as well as input from Meridian, and with respect to NEOs other than himself, Mr. Cobb. The Compensation Committee approved increases of $25,000, $25,000, $15,000 and $10,000 to the salaries for Messrs. Cobb, Bailey, Fiarman and Iverson, respectively, effective in April 2026. The Compensation Committee also approved an increase to 75% (from 70%) for Mr. Fiarman’s annual incentive plan opportunity for fiscal 2026, as well as long-term equity incentive awards, consisting of 50% PSUs and 50% RSUs, having aggregate grant date fair values of $6,600,000, $1,500,000, $1,500,000, $1,600,000 and $1,500,000 for Mr. Cobb, Mr. Bailey, Dr. Ganesh, Mr. Fiarman and Mr. Iverson, respectively, to be granted in March 2026. The terms and conditions of the PSUs are tied to pre-set 3-year financial goals relating to revenue (relating to 50% of the total PSU award) and Adjusted EBITDA (relating to 50% of the total PSU award), with a minimum achievement level of 0% and a maximum achievement level of 200%.

  67. Sign-On, Retention and Discretionary Bonuses

    Sign-On, Retention and Discretionary Bonuses From time to time, we may award sign-on, retention and discretionary bonuses, in the form of cash, RSUs or stock options, to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers.

  68. Post-Termination Compensation

    Post-Termination Compensation Our Compensation Committee has approved an executive severance policy (the “Severance Policy”) to provide severance benefits to certain eligible executives of the Company, including the NEOs, who experience a termination of employment under certain conditions. Notwithstanding the adoption of the Severance Policy, if at any time the NEO is subject to any existing agreement with the Company providing for severance benefits, the NEO shall be entitled to the better of the amounts payable under the Severance Policy or the amounts otherwise payable under the existing agreement. Messrs. Cobb, Bailey, Fiarman and Iverson and Dr. Ganesh, each have a severance arrangement with us, either as part of their employment agreement, in the case of Mr. Cobb, or offer letter, in the case of Mr. Fiarman or under the Severance Policy. The severance benefits to which Messrs. Cobb and Fiarman are entitled to, as well as those to which Ms. Ross was entitled to pursuant to her termination and transition agreement, are described in detail below under the heading “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Severance Benefits—Employment Arrangements.” For a description of the potential vesting of outstanding equity awards that may occur in connection with certain termination events, see “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Equity Awards” below.

  69. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation paid to or earned by each of our NEOs for the years indicated.

  70. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | | William C. Cobb | 2025 | $851,250 | $— | $6,399,993(3) | $— | $1,888,711 | $12,250(4) | $9,152,204 | | Chief Executive Officer and | 2024 | $825,000 | $— | $6,200,026 | $— | $1,392,188 | $12,075 | $8,429,289 | | Chairman of the Board | 2023 | $825,000 | $— | $2,750,005 | $2,750,002 | $1,554,300 | $11,550 | $7,890,857 | | Jason L. Bailey | 2025 | $$402,788 | $— | $799,998(5) | $199,999(6) | $357,988 | $12,250 | $1,773,023 | | Senior Vice President and | | | | | | | | | | Chief Financial Officer | | | | | | | | | | Jessica P. Ross | 2025 | $625,000 | $— | $1,800,036(3) | $— | $998,438 | $12,250(4) | $3,435,724 | | Former Senior Vice | 2024 | $618,750 | $— | $1,800,000 | $— | $751,781 | $4,225 | $3,174,756 | | President and Chief | 2023 | $600,000 | $— | $850,011 | $850,001 | $847,800 | $121,048 | $3,268,860 | | Financial Officer | | | | | | | | | | Balakrishnan A. Ganesh | 2025 | $279,545 | | $2,679,955(3) | $— | $421,764 | $52,875(7) | $3,434,139 | | Senior Vice President and | | | | | | | | | | Chief Technology Officer | | | | | | | | | | Jeffrey A. Fiarman | 2025 | $571,250 | $— | $1,599,998(3) | $— | $709,778 | $12,250(4) | $2,893,276 | | Senior Vice President and | 2024 | $555,000 | $— | $1,499,988 | $— | $487,013 | $12,075 | $2,554,076 | | Chief Legal Officer | 2023 | $533,750 | $— | $750,011 | $749,997 | $502,793 | $11,550 | $2,548,101 | | Evan A. Iverson | 2025 | $550,000 | $— | $1,499,979(3) | $— | $732,188 | $12,250(4) | $2,794,417 | | Senior Vice President and | 2024 | $506,250 | $— | $999,972 | $— | $459,703 | $12,075 | $1,978,000 | | Chief Operating Officer | | | | | | | | |

  71. Summary Compensation Table

    (1) Amounts reported reflect the NEO’s annual salary earned during the fiscal year, taking into account increases in salary during the course of the year, and are not reduced to reflect the NEO’s election, if any, to defer receipt of salary into our savings plan for U.S. employees. For additional details on actions taken with respect to the base salaries of the applicable NEOs in fiscal 2025, see “Compensation Discussion and Analysis—Components of 2025 Compensation—Salary.” (2) Amounts shown consist solely of the NEO’s annual, performance-based cash bonus based on eligible earnings. For additional details on the amounts shown for fiscal 2025, see “Compensation Discussion and Analysis—Components of 2025 Compensation—Annual Cash Incentive Awards.” (3) For 2025, stock awards consisted of awards of time-vesting RSUs and PSUs. The award of an RSU and PSU is the right to receive one share of our Common Stock upon the vesting date of the RSUs and the PSUs, as applicable. Amounts shown represent the grant date fair value of the applicable RSUs and PSUs granted during fiscal 2025, each as calculated in accordance with FASB ASC Topic 718 (“Topic 718”). The grant date fair value for the RSUs and PSUs is based solely on the closing price of our Common Stock on the Nasdaq on the trading day that immediately preceded the applicable grant date (i.e., $38.03 for Messrs. Cobb, Fiarman and Iverson, and Ms. Ross; $58.01 for Dr. Ganesh for his hiring awards. The grant date fair value of a stock award is measured in accordance with the guidance in Topic 718 using the assumptions discussed in Note 10 to our financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. See “Compensation Discussion and Analysis—Components of 2025 Compensation—Long-Term Equity Incentive Awards” for a discussion of the performance conditions required for vesting of the PSUs. The grant date fair values of the PSUs presented in the table assume a target level of achievement for each performance goal (i.e. 100%). Assuming the highest level of performance achievement for each performance goal (i.e. 200%), the aggregate grant date fair value of the PSUs reflected in the table would have been: Mr. Cobb—$6,399,993; Ms. Ross—$1,800,036; Dr. Ganesh—$1,999,953; Mr. Fiarman—$1,599,998; and Mr. Iverson—$1,499,979. The amount reported for Dr. Ganesh also includes the stock award for his service as a non-employee member of our Board of Directors prior to his appointment as the Company’s Chief Technology Officer on July 14, 2025, which was comprised of fully vested Common Stock. Dr. Ganesh elected to defer receipt of these shares until after he no longer sits on our Board and the shares were converted to DSEs that remained outstanding until he terminated his service on our Board, on June 30, 2025, at which time, the shares were distributed. See the Option Exercises and Stock Vested for Fiscal 2025 and the Non-Qualified Deferred Compensation for Fiscal 2025 tables below for additional information about the distribution of Dr. Ganesh’s shares of Common Stock upon his departure from the Company’s Board. (4) Amounts reported reflect contributions by the Company to its savings plan for U.S. salaried employees. (5) For fiscal 2025, Mr. Bailey’s stock awards consisted of awards of time-vesting RSUs and upon his transition to Chief Financial Officer, he received a stock award of PSUs. The award of an RSU and PSU is the right to receive one share of our Common Stock upon the vesting date of the RSUs and the PSUs, as applicable. Amounts shown represent the grant date fair value of the applicable RSUs and PSUs granted during fiscal 2025, each as calculated in accordance with FASB ASC Topic 718 (“Topic 718”). The grant date fair value for the RSUs and PSUs is based solely on the closing price of our Common Stock on the Nasdaq on the trading day that immediately preceded the applicable grant date (i.e. $38.03 for his March 31, 2025 award of RSUs and $50.42 for his November 10, 2025 transition award of PSUs). The grant date fair value of a stock award is measured in accordance with the guidance in Topic 718 using the assumptions discussed in Note 10 to our financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. See “Compensation Discussion and Analysis—Components of 2025 Compensation—Long-Term Equity Incentive Awards—2025 Sign-On, Hiring and Transition Awards” for a discussion of the performance conditions required for vesting of the PSUs. The grant date fair values of the PSUs presented in the table assume a target level of achievement for each performance goal (i.e. 100%). Assuming the highest level of performance achievement for each performance goal (i.e. 200%), the aggregate grant date fair value of the PSUs reflected in the table would have been $1,199,996. (6) Prior to becoming our Chief Financial Officer in November 2025, Mr. Bailey received stock options in his prior position with the Company as Vice President, Finance. For fiscal 2025, the amount shown for Mr. Bailey’s option award reflects the grant date fair value as measured in accordance with the guidance in Topic 718 using the assumptions discussed in Note 10 to our financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. See “Compensation Discussion and Analysis—Components of 2025 Compensation—Long-Term Equity Incentive Awards”” for a discussion of the vesting conditions required for the vesting of Mr. Bailey’s stock options. Amount reported reflects $45,000 in cash fees paid as compensation for Dr. Ganesh’s service as a non-employee member of our Board of Directors in fiscal 2025 and contributions by the Company to its savings plan for salaried employees. Grants of Plan-Based Awards for Fiscal 2025

  72. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 The following table sets forth information regarding non-equity incentive plan awards and equity incentive plan awards (PSU, RSU and Option awards) during fiscal 2025 under the Company’s 2018 Plan.

  73. Grants of Plan-Based Awards for Fiscal 2025

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | | | | | Name | Grant Date | Compensation Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Awards(2) | | William C. | 3/31/2025 | 2/19/2025 | | | | 21,036(3) | 84,144(3) | 168,288(3) | | | | $3,199,996 | | Cobb | 3/31/2025 | 2/19/2025 | | | | | | | 84,144(4) | | | $3,199,996 | | | | | $79,805 | $1,064,063 | $2,128,125 | | | | | | | | | Jason L. | 3/31/2025 | 2/19/2025 | | | | | | | 5,259(4) | | | $200,000 | | Bailey | 3/31/2025 | 2/19/2025 | | | | | | | | 11,976(5) | $38.03 | $199,999 | | | 11/10/2025 | 10/29/2025 | | | | 5,950(3) | 11,900(3) | 23,800(3) | | | | $599,998 | | | | | $15,361 | $218,712 | $408,241 | | | | | | | | | Jessica | 3/31/2025 | 2/19/2025 | | | | 5,917(3) | 23,666(3) | 47,332(3) | | | | $900,018 | | P. Ross | 3/31/2025 | 2/19/2025 | | | | | | | 23,666(4) | | | $900,018 | | | | | $42,188 | $562,500 | $1,125,000 | | | | | | | | | Balakrishnan | 7/14/2025 | 5/21/2025 | | | | 4,310(3) | 17,238(3) | 34,476(3) | | | | $999,976 | | A. Ganesh | 7/14/2025 | 5/21/2025 | | | | | | | 8,619(6) | | | $499,988 | | | 7/14/2025 | 5/21/2025 | | | | | | | 17,238(7) | | | $999,976 | | | 5/14/2025 | 4/25/2025 | | | | | | | 3,317(8) | | | $180,014 | | | | | $17,821 | $237,614 | $475,227 | | | | | | | | | Jeffrey A. | 3/31/2025 | 2/19/2025 | | | | 5,259(3) | 21,036(3) | 42,072(3) | | | | $799,999 | | Fiarman | 3/31/2025 | 2/19/2025 | | | | | | | 21,036(4) | | | $799,999 | | | | | $29,991 | $399,875 | $799,750 | | | | | | | | | Evan A. | 3/31/2025 | 2/19/2025 | | | | 4,930(3) | 19,721(3) | 39,442(3) | | | | $749,990 | | Iverson | 3/31/2025 | 2/19/2025 | | | | | | | 19,721(4) | | | $749,990 | | | | | $30,938 | $412,500 | $783,750 | | | | | | | |

  74. Grants of Plan-Based Awards for Fiscal 2025

    (1) Amounts reflect the applicable threshold, target and maximum payouts established by the Compensation Committee under the Company’s 2025 AIP calculated using the NEO’s 2025 bonusable compensation. The threshold funding factor assumes that the only performance goal achieved (at the threshold level) was the goal that accounts for the least weight (i.e. the strategic objectives goal) in our calculation of the achievement factor under the AIP, and the maximum funding factor was 200% of target for each performance goal. See “Compensation Discussion and Analysis—Components of 2025 Compensation—Annual Cash Incentive Awards—2025 Annual Incentive Plan Design” above for a description of our annual, performance-based cash bonus. (2) Amounts shown represent the grant date fair value of the applicable PSUs, RSUs and stock options, as applicable, granted during fiscal 2025, each as calculated in accordance with the guidance in Topic 718 using the assumptions discussed in Note 10 to our financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2025. Amounts shown represent the grant date fair value of the RSUs and PSUs (at target), based solely on the closing price of our Common Stock on the Nasdaq on the trading day that immediately preceded the applicable grant date (i.e., $38.03 for the March 31, 2025 awards to Messrs. Cobb, Bailey, Fiarman and Iverson, and Ms. Ross; $58.01 for the July 14, 2025 awards to Dr. Ganesh; and $50.42 for the November 10, 2025 award to Mr. Bailey). Amount shown for the stock options represents the grant date fair value based solely on the Black-Scholes model value on the trading day that immediately preceded the applicable grant date (i.e. $16.70). (3) The NEOs other than Dr. Ganesh and Mr. Bailey received an award of PSUs with a grant date on March 31, 2025; Dr. Ganesh received an award of PSUs with a grant date on July 14, 2025; and Mr. Bailey received an award of PSUs with a grant date on November 10, 2025. The PSU awards were all subject to the same performance targets as the March 31, 2025 awards to the other NEOs, with 50% of the award subject to aggregate revenue performance targets and 50% of the award subject to aggregate Adjusted EBITDA performance targets over a three-year performance cycle ending on December 31, 2027, and are subject to the NEO’s continued service through the vest date on the third anniversary of each NEO’s PSU grant date. See “Compensation Discussion and Analysis—Components of 2025 Compensation—Long-Term Equity Incentive Awards” for a discussion of the service and performance conditions required for vesting of these PSUs. The total number of PSUs that vest will range from 0% to 200% of each target as determined by measuring accumulated actual performance at the end of the performance period on December 31, 2027 against the specified revenue (50% of the total award) and Adjusted EBITDA (50% of total award) performance goals based on a pre-established scale, provided, that, to the extent that the performance achieved is in between two performance goal levels, the earned percentage shall be determined based on linear interpolation. To determine the threshold value, we took 50% of each NEO’s total award and multiplied by 50%, which is the value should only one of the two performance goals reach a threshold level of achievement. (4) The NEO received an award of time-vesting RSUs on March31, 2025. The RSUs vest one-third per year over three years on each anniversary of the grant date. (5) The NEO received an award of time-vesting stock options on March 31, 2025, prior to his transition as the Company’s Chief Financial Officer. The options vest one-third per year over three years on each anniversary of the grant date and expire on the ten-year anniversary of the grant date and have an exercise price of $38.03 per share. (6) Dr. Ganesh received a sign-on award of time-vesting RSUs on July 14, 2025. The RSUs vest one-half per year over two years on each anniversary of the grant date. (7) Dr. Ganesh received a hiring award of time-vesting RSUs on July 14, 2025. The RSUs vest one-third per year over three years on each anniversary of the grant date. Prior to Dr. Ganesh’s appointment as the Company’s Chief Technology Officer on July 14, 2025, he received 3,317 fully vested shares of the Company’s Common Stock for the stock portion of his fees for service as a non-employee member of our Board of Directors. Dr. Ganesh elected to defer receipt of the shares until 30 days after he no longer sits on the Board, and the shares were converted to DSEs under the terms of the 2018 Plan. Pursuant to his deferral election, these shares were distributed to Dr. Ganesh upon his departure from the Board on June 30, 2025. Please see the Option Exercises and Stock Vested for Fiscal 2025 and the Non-Qualified Deferred Compensation for Fiscal 2025 tables below for additional information about the distribution of Dr. Ganesh’s shares of Common Stock upon his departure from our Board. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  75. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  76. Option Exercises and Stock Vested For Fiscal 2025

    Option Exercises and Stock Vested For Fiscal 2025 The following table sets forth information regarding option exercises, awards of Common Stock, PSUs and RSUs that vested in fiscal 2025.

  77. Option Exercises and Stock Vested For Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | William C. Cobb | — | $— | 99,129 | $4,341,597 | | Jason L. Bailey | 47,554 | $1,064,710 | 8,519 | $417,887 | | Jessica P. Ross | 40,869 | $1,176,985 | 20,114 | $772,543 | | Jeffrey A. Fiarman | 129,673 | $3,599,771 | 34,288 | $1,310,336 | | Balakrishnan A. Ganesh | — | $— | 11,407 | $668,336 | | Evan A. Iverson | 6,077 | $164,005 | 14,077 | $587,106 |

  78. Option Exercises and Stock Vested For Fiscal 2025

    (1) Reflects the aggregate dollar amount realized upon the exercise of vested stock options by determining the difference between the market price of the Company’s Common Stock on the date of exercise and the exercise price of the options for each NEO. Ms. Ross’s exercise and sale of vested stock options was pursuant to a 10b5-1 Trading Plan entered into on August 15, 2025. (2) Reflects the aggregate market value of the shares of the Company’s Common Stock acquired upon vesting based on the fair market value of the Company’s Common Stock on the Nasdaq on the vesting date as defined in the 2018 Plan. The amount for Dr. Ganesh reflects the transfer of DSEs awarded during his service as a non-employee member of our Board of Directors granted pursuant to the 2018 Plan for the equity portion of his fees for his service from July 28, 2023 through his June 30, 2025 departure date from the Board. These DSEs are fully vested shares of common stock that Dr. Ganesh elected to defer. The shares of Common Stock subject to the DSEs were distributed to Dr. Ganesh upon his departure from the Board on June 30, 2025, in accordance with his deferral election and reflects the aggregate market value of the shares of the Company’s Common Stock acquired upon vesting based on the fair market value of the Company’s Common Stock on the Nasdaq on the distribution date as defined in the 2018 Plan.

  79. Pension Benefits

    Pension Benefits The Company has no pension plans. Nonqualified Deferred Compensation for Fiscal 2025

  80. Nonqualified Deferred Compensation for Fiscal 2025

    Nonqualified Deferred Compensation for Fiscal 2025 The following table sets forth information with respect to the deferred equity compensation paid to Mr. Cobb for his service as a non-employee director and also as Chairman of the Board of Directors, prior to being elected as the Company’s CEO effective June 1, 2022, and to Dr. Ganesh for his service as a non-employee director prior to his departure from the Board on June 30, 2025. Under our director compensation program, each non-employee director may elect to defer receipt of the shares of the Company’s Common Stock as DSEs to a point in the future, including the time at which the individual is no longer a member of the Board. Mr. Cobb and Dr. Ganesh each elected to defer receipt of the Company’s Common Stock until he no longer sits on the Board and have not made any contributions to these shares of Common Stock. Mr. Cobb has not taken distribution of these shares of Common Stock. Dr. Ganesh’s DSEs were distributed to him when he departed from the Board on June 30, 2025. The material terms of our director compensation program are discussed in the section entitled “Director Compensation—Compensation and Stock Paid to Directors.” None of our NEOs, other than Mr. Cobb and Dr. Ganesh. was eligible to participate in our director deferred compensation program. Mr. Cobb did not receive any deferred equity compensation in fiscal 2025.

  81. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Executive Contributions in Last Fiscal Year(1) | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions(3) | Aggregate Balance at Last FYE (4) | | William C. Cobb | $— | $— | $92,931 | $— | $1,775,237 | | Balakrishnan A. Ganesh | $180,014 | $— | $46,042 | $668,336 | $— |

  82. Nonqualified Deferred Compensation for Fiscal 2025

    (1) The value reported in this column represent Dr. Ganesh’s voluntary deferral of fully vested shares of Common Stock received pursuant to our non-employee director compensation program in fiscal 2025. These shares of Common Stock were credited as DSEs to Dr. Ganesh’s deferral account pursuant to the terms of our director deferred compensation program. Dr. Ganesh elected to defer receipt of these shares until he no longer sits on the Board of Directors. This amount is reflected in the stock award column for fiscal 2025 in our Summary Compensation Table for fiscal 2025 above. (2) The value reported in this column represents the appreciation of DSEs credited to Mr. Cobb’s and Dr. Ganesh’s deferral accounts during fiscal 2025. These amounts have not been reported in the Summary Compensation Table for fiscal 2025 above. (3) The value reported in this column represents the value of DSEs that were distributed to Dr. Ganesh upon his departure from the Board of Directors on June, 30, 2025, and in accordance with the 2018 Plan, is based on the closing price of our Common Stock on the Nasdaq on the trading day that immediately preceded the distribution date of $58.59. This amount has not been reported in the Summary Compensation Table for fiscal 2025 above. Please see the Option Exercises and Stock Vested for Fiscal 2025 above for additional information on the distribution of the DSEs to Dr. Ganesh. (4) The value set forth in this column for Mr. Cobb is based on the closing price of our Common Stock on the Nasdaq of $57.69 on December 31, 2025, the last trading day of fiscal 2025. This amount has not been reported in the Summary Compensation Tables for fiscal 2025 or prior years, as such amounts were received for his service as a non-employee member and Chairman of our Board of Directors prior to Mr. Cobb becoming our CEO in June 2022.

  83. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following summaries and table describe and quantify the potential payments and benefits that we would provide to our NEOs in connection with their termination of employment and/or change in control of our Company. In determining amounts payable, we have assumed in all cases that the terms of the NEO’s current employment and equity award agreements with us were in effect on, and the termination of employment and/or change in control occurred on December 31, 2025.

  84. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. As of December 31, 2025, our U.S. employee population was 1,986 employees. As is permitted under SEC Rules, we have used the same median employee for fiscal 2025 as we used for fiscal 2024 for purposes of calculating the CEO Pay Ratio. Although the inclusion of 2-10 HBW employees increased our total U.S. employee population in fiscal 2025, we do not believe this change in our employee population results in significant change to our pay ratio disclosure or the calculation of the CEO Pay Ratio due to the similarity of the overall compensation characteristics of 2-10 HBW. To determine our median employee, we used annual salary and bonus paid in 2024 as our consistently applied compensation measure. We annualized this number for those U.S.-based full- and part-time employees who did not work the full fiscal 2024 year. We believe this consistently applied compensation measure reasonably reflects annualized compensation across our employee base. Our median employee’s annual total compensation for fiscal 2025 was $92,376, which includes, among other things, the value of non-discriminatory employer paid health benefits. For fiscal 2025, the annual total compensation for our CEO, Mr. Cobb, was $9,168,467, which amount varies from his total compensation amount as reflected in the “Summary Compensation Table” because it includes the value of non-discriminatory employer paid health benefits. Accordingly, our CEO Pay Ratio for fiscal 2025 was 99:1. As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to “Compensation Discussion and Analysis” above. The following table provides information showing the relationship during fiscal 2021, 2022, 2023, 2024 and 2025 between (1) compensation “actually paid” (“CAP” as defined by the SEC rule and further described below) to (a) each person serving as our principal executive officer (“PEO”) and (b) our non-PEO NEOs, on an average basis, and (2) the Company’s financial performance based on Total Shareholder Return (“TSR”) and Net Income, and the Company-selected metric Revenue. Information in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.

  85. Pay Ratio Disclosure

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Former PEO(1) ($) | Compensation Actually Paid to Former PEO(2) ($) | Summary Compensation Table Total for Current PEO(3) ($) | Compensation Actually Paid to Current PEO(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(5) ($) | Average Compensation Actually Paid to Non-PEO NEOs(6) ($) | Total Share- holder Return(7) ($) | Peer Group Total Share- holder Return(7)(8) ($) | Net Income ($M) | Revenue ($M)(9) | | 2025 | N/A | N/A | 9,152,205 | 14,740,495 | 2,866,116 | 3,717,818 | 114.90 | 159.96 | 255 | 2,093 | | 2024 | N/A | N/A | 8,429,289 | 15,254,439 | 2,472,846 | 3,848,778 | 108.88 | 168.24 | 235 | 1,843 | | 2023 | N/A | N/A | 7,890,857 | 13,246,252 | 2,908,481 | 4,183,733 | 70.15 | 142.21 | 171 | 1,780 | | 2022 | 5,432,772 | (5,857,591) | 5,164,747 | 3,139,666 | 1,902,297 | 974,991 | 41.43 | 117.82 | 71 | 1,662 | | 2021 | 6,150,602 | 1,948,362 | N/A | N/A | 1,775,991 | 868,992 | 72.99 | 130.35 | 128 | 1,602 |

  86. Pay Ratio Disclosure

    (1) The Former PEO is Rexford Tibbens. Mr. Tibbens served as our CEO during fiscal 2020, fiscal 2021 and fiscal 2022 until June 1, 2022. The dollar amounts reported in this column represent the total amounts reported for Mr. Tibbens for each corresponding year in the “Total” column of the “Summary Compensation Table” previously reported in our 2023 Proxy Statement. (2) The fair value of each stock option award was estimated as of the relevant valuation date in accordance with Topic 718 using a variation of the Black-Scholes option pricing model and the key input variables (assumptions) of that model as described in Note 10 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026.The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. The fair value of PSUs was estimated at each valuation date using the market price of our Common Stock on the relevant valuation date and an adjustment to reflect actual performance in any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. (3) The Current PEO is William Cobb. Mr. Cobb has served as our CEO since June 1, 2022. The dollar amounts reported in this column represent the total amounts reported for Mr. Cobb for fiscal 2022, 2023, 2024 and 2025 in the “Total” column of the “Summary Compensation Table” of this Proxy Statement. (4) The fair value of each PSO award that remained subject to both service- and market-based vesting conditions as of the relevant valuation date was estimated in accordance with FASB ASC Topic 718 using a Monte-Carlo pricing model, and the fair value of each PSO award that remained subject only to service-based vesting conditions as of the valuation date was estimated in accordance with FASB ASC Topic 718 using a variation of the Black-Scholes pricing model, and the key input variables (assumptions), each as described in Note 10 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026. The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. The fair value of PSUs was estimated at each valuation date using the market price of our Common Stock on the relevant valuation date and an adjustment to reflect actual performance in any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. The following are the details for the compensation actually paid to Mr. Cobb: Mr. Cobb. In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Cobb in the “Summary Compensation Table.” Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Cobb during fiscal 2025.

  87. Pay Ratio Disclosure

    | Description | 2025 ($) | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Stock and Option Awards Adjustment (a) | 14,740,495 |

  88. Pay Ratio Disclosure

    (a) The amounts added or deducted in calculated stock and performance option award adjustments include:

  89. Pay Ratio Disclosure

    | Year | Deduction for Grant-Date Fair Value of Equity Awards Granted in the Year ($) | Year-End Fair Value of Outstanding and Unvested Awards Granted in the Year ($) | Year-over- Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments* ($) | | 2025 | (6,399,993) | 9,708,535 | 3,391,893 | — | (1,112,144) | — | — | 14,740,495 |

  90. Pay Ratio Disclosure

    * Sums may not add up due to rounding. (5) The Non-PEO NEOs for fiscal 2025 are Jessica Ross, Jason Bailey, Balakrishnan Ganesh, Jeffrey Fiarman and Evan Iverson, for fiscal 2024 are Jessica Ross, Jeffrey Fiarman, Kathryn Collins and Evan Iverson, for fiscal 2023 are Jessica Ross and Jeffrey Fiarman, for fiscal 2022 are Jessica Ross, Brian Turcotte and Jeffrey Fiarman and for fiscal 2021 and fiscal 2020 are Brian Turcotte and Jeffrey Fiarman. The dollar amounts reported in this column represent the average of the total amounts reported for our non-PEO NEOs for each corresponding year in the “Total” column of the “Summary Compensation Table” of each applicable proxy statement. (6) The fair value of each PSO award that remained subject to both service- and market-based vesting conditions as of the relevant valuation date was estimated in accordance with Topic 718 using a Monte-Carlo pricing model, and the fair value of each PSO award that remained subject only to service-based vesting conditions as of the valuation date was estimated in accordance with Topic 718 using a Black-Scholes pricing model and the key input variables (assumptions), each as described in Note 10 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026. The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. The fair value of PSUs was estimated at each valuation date using the market price of our Common Stock on the relevant valuation date and an adjustment to reflect actual performance in any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. The following are the details for the Non-PEO NEOs in fiscal 2025. Non-PEO NEOs. In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for our non-PEO NEOs the following adjustments were made to the amounts reported in the “Summary Compensation Table.” Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our other NEOs as a group for fiscal 2025.

  91. Pay Ratio Disclosure

    | Description | 2025 ($) | | Change in Pension Value Deduction | — | | Pension Service Cost Addition | — | | Prior Pension Service Cost Addition | — | | Stock and Option Awards Adjustment (a) | 3,717,818 |

  92. Pay Ratio Disclosure

    (a) The amounts added or deducted in calculated stock and option award adjustments include:

  93. Pay Ratio Disclosure

    | Year | Deduction for Grant-Date Fair Value of Equity Awards Granted in the Year ($) | Year-End Fair Value of Outstanding and Unvested Awards Granted in the Year ($) | Year-over- Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments* ($) | | 2025 | (1,715,993) | 2,248,874 | 479,993 | 35,870 | (197,043) | - | - | 3,717,818 |

  94. Pay Ratio Disclosure

    * Sums may not add up due to rounding. (7) TSR is calculated assuming an investment of $100 at market close on December 31, 2020 through and including the end of the fiscal year for each year reported in the table as required by the rule. (8) For purposes of this disclosure, the Company used the S&P 500 Professional and Commercial Services Industry Group Index (the “Index”) as its peer group, consistent with the prior year. For purposes of Item 402(v) of Regulation S-K, we have identified Revenue as our Company Selected Metric. Although Revenue is one important financial performance measure, among others, that the Compensation Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Compensation Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive compensation actually paid to Company performance.

  95. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance SEC rules require that we disclose the most important financial performance measures that the Company uses to link compensation actually paid to our NEOs for fiscal 2025 to Company performance. These measures are as follows:

  96. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | Financial Measures Linking Compensation to Performance | | Revenue | | Adjusted EBITDA | | Stock Price |

  97. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    For further information about our compensation program and the ways in which compensation actually paid to our NEOs is linked to Company financial performance, as well as the use of the above financial measures in our executive compensation program, see the “Compensation Discussion and Analysis” section above.

  98. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures SEC rules additionally require that we describe the relationship between the financial performance measures disclosed in the above Pay Versus Performance table to compensation actually paid to our PEO and the average of the executive compensation paid to the non-PEO NEOs. The following graphs further illustrate the relationship between the pay and performance figures that are included in the “Pay Versus Performance” table above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the S&P Professional and Commercial Services Index. Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes our equity compensation plan information as of December 31, 2025.

  99. Proposal 1—Election of Directors

    Proposal 1—Election of Directors Each director nominee shall be elected by a majority of the votes cast, in person or by proxy, at the 2026 Annual Meeting, meaning that the number of votes cast, in person or by proxy, at the 2026 Annual Meeting “for” such director nominee must exceed the number of votes cast “against” such director nominee’s election. Neither an abstention nor a broker non-vote will affect the outcome of the election of directors.