DEF 14A of Commerce.com, Inc., Apr 1, 2026

DEF 14A of Commerce.com, Inc.

Filed Apr 1, 2026 · FY20250001193125-26-135670

Open on EDGAR

  1. Table of Contents

    | 55 | 2025 DIRECTOR COMPENSATION | | 58 | CEO PAY RATIO | | 59 | PAY VERSUS PERFORMANCE | | 63 | EQUITY COMPENSATION PLAN INFORMATION | | 65 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 67 | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 68 | STOCKHOLDER PROPOSALS | | 69 | STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS | | 70 | OTHER MATTERS | | 71 | AVAILABLE INFORMATION | | 72 | APPENDIX A |

  2. Nominees for Election to the Board of Directors (Class III Directors)

    Nominees for Election to the Board of Directors (Class III Directors)

  3. Class III Directors

    Class III Directors

  4. Donald E. Clarke

    Donald E. Clarke

  5. Independent | Age: 66 | Director Since: 2016

    Independent | Age: 66 | Director Since: 2016 Donald E. Clarke has been a member of our Board of Directors since December 2016. From January 2014 through December 2021, Mr. Clarke served as the Chief Financial Officer for Plex Systems, Inc., a cloud technology company, and also held the position of its interim Chief Executive Officer from October 2017 through November 2018. Previously, he served as the Chief Financial Officer for Eloqua, Inc. from March 2008 to March 2013. Prior to working at Eloqua, Mr. Clarke served as Chief Financial Officer for Cloakware, Inc. from August 2006 to February 2008 and for Visual Networks, Inc. from July 2004 to March 2006. Mr. Clarke has served as a member of the Board of Directors of Alarm.com Holdings, Inc. since May 2014 and Slice Solutions, Inc. since November 2023. He is a member of the American Institute of Certified Public Accountants and holds a B.S. in Accounting from Virginia Polytechnic Institute and State University. We believe Mr. Clarke is qualified to serve as a member of our Board of Directors because of his experience in operations, strategy, accounting, and financial management at both publicly and privately held companies. Other Public Company Boards: Alarm.com Holdings, Inc. (Since May 2014) Audit Committee (Chair) Compensation Committee

  6. Ellen F. Siminoff

    Ellen F. Siminoff

  7. Age: 58 | Director Since: 2020

    Age: 58 | Director Since: 2020 Ellen F. Siminoff has been a member of our Board of Directors since February 2020 and became Executive Chair of the Board in October 2024. Ms. Siminoff joined the board of Take-Two Interactive, Inc., a leading game developer, in May 2022, following Take-Two’s combination with Zynga, where she served since June 2012. She also serves on the board of Follett Corporation, a partner of K-12 schools and districts, since August 2022, and Verifone, the pre-eminent global payments platform, since March 2021. Ms. Siminoff also serves on the Board of Overseers of the Hoover Institution at Stanford University, since September 2022. Ms. Siminoff’s previous board experience also includes Shmoop University, Inc., an educational publishing company, SolarWinds Inc., a provider of downloadable, enterprise-class network management software, Discovery Education, Inc., an educational curriculum provider, Mozilla Corporation, the makers of Firefox browsers, and the President’s Advisory Committee at Princeton University. She also served as a founding executive at Yahoo! from February 1996 to February 2002. Ms. Siminoff holds an A.B. degree in Economics from Princeton University and an M.B.A. from the Stanford Graduate School of Business. We believe Ms. Siminoff is qualified to serve as a member of our Board of Directors because of her experience as a long-tenured media and technology executive and board member. Other Public Company Boards: Take-Two Interactive Software, Inc. (since May 2022) Zynga (June 2012 - May 2022)

  8. Class I Directors

    Class I Directors

  9. Travis Hess

    Travis Hess

  10. Age: 54 | Director Since: 2024

    Age: 54 | Director Since: 2024 Travis Hess has served as the Chief Executive Officer and a member of the Board of Directors of Commerce since October 2024. He joined the Company as President in May 2024 bringing extensive management and strategic planning experience from his decades-long career in the commerce industry. Prior to joining the Company, Mr. Hess has most recently worked at Accenture as a managing director leading their direct-to-consumer commerce offering and go-to-market strategy. He also managed Accenture’s Shopify partnership globally from August 2022 to May 2024. From January 2022 to August 2022, he served as Executive Vice President at The Stable, a leading omnichannel commerce agency that was acquired by Accenture. From May 2021 to December 2021, he served as Chief Executive Officer of BVA, a globally recognized DTC and Shopify agency which was acquired by The Stable in December 2021, and from August 2019 to April 2021, he served as Chief Commercial Officer of BVA. Prior to those roles, he held numerous senior leadership positions including Chief Revenue Officer and General Manager for LiveArea, a global commerce agency now part of Dentsu/Merkle, and at Amplifi Commerce. We believe Mr. Hess is qualified to serve as a member of our Board of Directors due to his extensive management and ecommerce experience and his perspective as our Chief Executive Officer.

  11. Jeff Richards

    Jeff Richards Jeff Richards has been a member of our Board of Directors since May 2016. Mr. Richards has served as a managing partner at Notable Capital (fka GGV Capital), a California-based venture capital firm, since 2010, after joining the firm in 2008. Prior to joining GGV Capital, Mr. Richards founded two technology companies: R4 Global Solutions, Inc., which was acquired by Verisign, Inc. in 2005, and QuantumShift Communications, Inc. Mr. Richards served as Vice President of digital content services at Verisign, Inc. from May 2005 to May 2008. Previously, Mr. Richards was a management consultant with PricewaterhouseCoopers LLP from April 1995 to October 1997. He currently sits on the boards of directors of multiple private software and technology companies. Mr. Richards holds a B.A. in Government from Dartmouth College. We believe Mr. Richards is qualified to serve as a member of our Board of Directors due to his extensive experience with global technology companies. Other Public Company Boards: Giddy Inc. dba Boxed Wholesale (May 2016 - 2021) Nominating and Corporate Governance Committee (Chair) Audit Committee

  12. Anil Kamath

    Anil Kamath Anil Kamath has been a member of our Board of Directors since July 2025. Dr. Kamath has a proven track record of driving growth and stakeholder value. From 2012 to 2025, he was a Fellow and Vice President of Technology at Adobe, responsible for data science, machine learning, and artificial intelligence in the Adobe Experience Cloud. In 2002, he founded Efficient Frontier, a digital ad buying platform, where he served as Founding Chief Executive Officer until 2004, and then as Chief Technology Officer and board member until its acquisition by Adobe in 2012. He also founded eBoodle, an e-commerce company, in 1998, which was acquired by Shopzilla in 2000. Dr. Kamath received a BTech in Computer Science from the Indian Institute of Technology, Bombay in 1989, and a Ph.D. in Computer Science from Stanford University in 1995. We believe Dr. Kamath is qualified to serve as a member of our board of directors because of his business leadership skills, experience with data science, machine learning, and artificial intelligence, and knowledge of the technology industry. Commerce Committees: Nominating and Corporate Governance Committee Compensation Committee

  13. Class II Directors

    Class II Directors

  14. Sally Gilligan

    Sally Gilligan

  15. Independent | Age: 53 | Director Since: 2022

    Independent | Age: 53 | Director Since: 2022 Sally Gilligan has been a member of our Board of Directors since July 2022. Ms. Gilligan has served as Chief Supply Chain and Chief Growth Transformation Officer for Gap Inc. since April 2021 and previously served in a variety of other roles for Gap Inc., including Chief Information Officer, Head of Strategy and SVP of Product Operations and Supply Chain Strategy, since joining the company in 2004. Prior to joining Gap Inc., Ms. Gilligan worked for over ten years in management consulting and financial services, including Boston Consulting Group and Andersen. Ms. Gilligan holds a B.S. in Business Administration from Georgetown University and an M.B.A from the University of Chicago. She served as Chair of the Gap Foundation from 2021 - 2025. We believe Ms. Gilligan is qualified to serve as a member of our Board of Directors due to her digital growth and transformation experience. Audit Committee Nominating and Corporate Governance Committee

  16. Satish Malhotra

    Satish Malhotra Satish Malhotra has been a member of our Board of Directors since July 2022. Mr. Malhotra served as President and Chief Executive Officer of The Container Store Group, Inc. from February 2021 to March 2025. For the previous 21 years, Mr. Malhotra held various leadership roles at prestige beauty retailer Sephora Americas, most recently as chief retail officer and chief operating officer from 2019 until his departure. Prior to that role, Mr. Malhotra served as chief operating officer from 2016 to 2019 and was responsible for technology, supply chain, store development, legal, strategy and partnerships, including the Sephora inside JCPenney business. He also spent several years overseeing Sephora’s expansion into Canada and Latin America. Before joining Sephora, Mr. Malhotra was a transaction services senior associate at PricewaterhouseCoopers. Mr. Malhotra received his B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley. Mr. Malhotra also holds an inactive Certified Public Accountant’s license from the State of California. We believe Mr. Malhotra is qualified to serve as a member of our Board of Directors due to his executive leadership, operations and consumer retail experience. Other Public Company Boards: The Container Store (February 2021 - March 2025) Committees: Compensation Committee (Chair)

  17. Director Compensation

    Director Compensation The information contained in “2025 Director Compensation” is incorporated herein by reference.

  18. Executive Summary

    Executive Summary 2025 Performance Highlights and Pay for Performance. Commerce is a performance-driven organization. Our executive compensation programs are designed to deliver pay in accordance with corporate and individual performance, reward superior performance and provide consequences for underperformance. We believe that the compensation of our NEOs for fiscal year 2025 was aligned with the Company’s performance during 2025. Highlights of that performance include: • Total revenue was $342.3 million, up 2.8% compared to fiscal year 2024. • Total annual revenue run-rate (“ARR”) as of December 31, 2025 was $359.1 million, up 2.7% compared to December 31, 2024. • Adjusted EBITDA was $31.7 million, compared to $23.5 million in fiscal year 2024 (see Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP). In order to align pay with performance, a significant portion of our NEOs’ compensation is delivered in the form of equity awards and annual cash incentives, each of which depends on our actual performance. For fiscal year 2025, approximately 68% of our NEOs’ total target compensation was in the form of stock options and restricted stock units (“RSUs”), which will vest based on continued service, and performance-based RSUs, which will vest based on achievement of Company adjusted EBITDA, revenue and total stockholder return (“TSR”) metrics.

  19. Elements of Compensation

    Elements of Compensation The 2025 compensation program for NEOs consisted of base salary; a cash short term annual incentive award; and long-term equity incentive (“LTI”) awards, split between performance-based RSUs ("PSUs") and time-based RSUs and stock options.

  20. Elements of Compensation

    | | | Pay Element | Key Features | Objective | | Fixed | Cash | Base Salary | · Reviewed annually · Fixed pay based on each executive's role, skills, experience, performance, external market value, and internal equity | Base salary provides a fixed level of cash compensation that reflects each executive’s role, responsibilities, experience, and sustained individual performance. | | Variable | | Short-Term Annual Incentive Award | · Cash award targeted at a percentage of base salary · Requires the achievement of business-related performance targets such as revenue and Adjusted EBITDA, as well as strategic objectives · Annual payouts range from 0% to 250% of the target, depending on performance against pre-established goals. (The program allows for a weighted max payout of 205% based on the results of the 3 performance targets) | Our annual incentive program is designed to reward achievement of key financial and operational objectives that support our annual operating plan and growth strategy | | | Equity | Long-Term Incentive Award: Time-based RSUs (30%) | · Time-based awards vesting over a 4-year vesting period: 25% after year 1, then quarterly thereafter · Value tied directly to stock price · Service-based retention component | Promote retention and long-term stock ownership alignment | | | | Long-Term Incentive Award: Stock Options (20%) | · Exercise price equal to grant date market price of our common stock · Four-year vesting schedule: 25% after year 1, then 36 equal monthly installments thereafter · Value realized only if stock price appreciates | Incentivize sustained stock price growth and shareholder alignment | | | | Long-Term Incentive Award: PSUs (50%) | · Number of PSUs eligible to vest is based on metrics tied to sustained growth and value creation (e.g., revenue (45%), adjusted EBITDA (25%), and relative TSR (30%) · 3-year total performance period (cumulative 3 year period for relative TSR and 3 consecutive 1-year periods for revenue and Adjusted EBITDA) · PSU payout range of 0-200% of the target award for relative TSR and revenue and 0-150% of the target award for Adjusted EBITDA · Vesting occurs upon performance certification | Promote long-term focus and alignment with long-term shareholder value creation and multi-year performance outcomes |

  21. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has retained Aon-Radford (“Aon”) as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, and provide guidance in administering our executive compensation program. While the Compensation Committee takes into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee makes its own independent decisions about compensation matters. In addition, Aon’s affiliates (Aon plc and its related entities) performed insurance advisory and insurance brokerage services for us during 2025, for which we paid approximately $219,000. Insurance premiums and related fees were paid to Aon plc and passed through to third-party insurance companies not affiliated with Aon plc. Our Compensation Committee reviewed these services and fees and considered the independence of Aon in light of SEC rules regarding conflicts of interest involving compensation consultants and applicable Nasdaq listing standards regarding compensation consultant independence. Based on its review, our Compensation Committee determined that Aon was independent, and that Aon's services did not raise any conflicts of interest.

  22. Peer Groups

    Peer Groups The Compensation Committee believes that obtaining relevant market data is an important component in making informed decisions regarding executive compensation. Such information provides helpful context and a meaningful reference point, even though differences and unique aspects of our business, strategy, growth profile, and talent needs may distinguish us from other companies. In consultation with Aon, in August 2025, our Compensation Committee selected our peer group for 2025 compensation as follows, focusing primarily on domestic, publicly-traded SaaS and e-commerce companies with annual revenue between $175 million and $750 million and market capitalization between $100 million and $1.2 billion. As of August 2025, as compared to such peer groups, we were at the 57th percentile for revenue for the preceding 12 months, the 11th percentile for 30-day average market capitalization and the 60th percentile for EBITDA for the preceding 12 months. The peer group selected for 2025 reflected the following changes from our 2024 peer group:

  23. Peer Groups

    | Commerce Peer Group Companies | | | | 2025 Peer Group | Amplitude | Olo | | | Consensus Cloud Solutions | Kaltura | | | CS Disco | OneSpan | | | Domo | PagerDuty | | | E2open Parent | PROS | | | EverCommerce | Riskified | | | Fastly | Sprout Social | | | MeridianLink | Yext | | Entities Added to Peer Group | Consensus Cloud Solutions | PROS | | | MeridianLink | Riskified | | | Kaltura | Yext | | | OneSpan | | | Entities Removed from Peer Group | Appian | Model N | | | Blackline | nCinco | | | Digital Turbine | Proeduca Altus | | | Everbridge | Q2 | | | Intapp | SPS Commerce | | | Jamf | Zuora | | | JFrog | |

  24. Peer Groups

    In determining what changes to make to our peer group described above, the Compensation Committee removed the thirteen companies identified above because they were acquired or had market values that were outliers. The companies identified above that were added to our peer group were added to balance out those companies that were removed and met most or all of the selection criteria. Changes were made to the peer group selection criteria for range multiples for revenue and market capitalization ranges. In August 2025, Aon provided an analysis of data derived from members of our peer group and the Radford Global Compensation Database survey, the constituent companies of which were not provided to the Compensation Committee. For 2025, the Compensation Committee used Aon’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. Although the Compensation Committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executive officers. Our Compensation Committee and Chief Executive Officer, as applicable, used benchmark data as a foundational starting point to determine target compensation for each NEO, and then adjusted the targets based on the NEO’s role criticality and incumbent performance. The benchmark data utilized was from our approved peer group based on relevant sector, revenue, market capitalization, and location, and was ultimately approved by the Compensation Committee.

  25. 2025 Compensation Program

    2025 Compensation Program The following elements of target total direct compensation are set annually by the Compensation Committee for each NEO: base salary; annual cash incentive award; and LTI award, split between PSUs, time-based RSUs and stock options. Annual short-term incentive awards are at-risk and actual payment varies based on financial performance. The LTI awards are at-risk and PSUs are subject to vesting based on financial and stock price performance. The following graphic titled “Target Pay Mix” shows the allocation of target total direct compensation payable to our CEO and Average NEO.

  26. 2025 Compensation Program

    In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2025 is described further below.

  27. 2025 Short-Term Incentive Compensation

    2025 Short-Term Incentive Compensation Annual cash short-term incentives are an important component of our total compensation program and provide cash incentives that we believe are necessary to retain executive officers. The cash short-term incentives reward NEOs for the achievement of key short-term financial and operational objectives that the Compensation Committee views as critical to the execution of our business strategy and ensures each executive officer is focused on strategic goals that we believe will ultimately drive long-term value for our stockholders. Short-term incentives are based entirely on achievement of Company performance metrics without division, geographic or individual components to ensure that our NEOs are all focused on achieving the same goals. During 2025, each NEO was eligible to receive an annual performance-based cash incentive award based on a specified target amount, expressed as a percentage of the named NEO’s base salary. Among other factors, the target short-term incentive percentages are determined with reference to peer group companies and market surveys and the proportion of total direct compensation represented by the target short-term annual incentive award percentage. The Compensation Committee recommended that the target short-term incentive for Mr. Lentz be increased from 55% to 60%, to better align with market data and internal pay alignment. Accordingly, following our review of the target short-term incentive percentages for each of our NEOs in March 2025, we determined that, for fiscal year 2025, our NEOs’ target short-term incentive percentages would be adjusted as outlined below:

  28. 2025 Short-Term Incentive Compensation

    | Named Executive Officer | 2025 Target Percentage | Change from Fiscal 2024 | | Travis Hess | 100% | No change | | Daniel Lentz | 60 | 5% | | Russell Klein | 60 | No change | | Brian Dhatt | 50 | No change | | Chuck Cassidy | 50 | No change | | Rob Walter | 80 | No change |

  29. 2025 Short-Term Incentive Compensation

    At the beginning of 2025, the Board, considering the recommendations of the Compensation Committee and management, set the performance goals applicable to our NEO’s 2025 short-term incentive awards. For 2025, performance was measured across three components: • ARR Growth (55%) • Adjusted EBITDA (30%) • Strategic and Operational Initiatives (15%) ARR growth and Adjusted EBITDA are financial components with a defined tranche-based payout structure designed to maintain risk and reward superior performance. Key features of these financial metrics include: • No payout below 50% attainment for each metric • Threshold performance (50%) earns 25% payout for each metric • Target performance (100%) earns 100% payout for each metric The Strategic & Operational Objectives component complements the financial components by recognizing achievement of outcomes that support sustainable growth but may not be fully reflected in short-term financial metrics. The Compensation Committee believes this design reinforces performance discipline by requiring meaningful achievement before payouts are earned and by ensuring above-target payouts are supported by strong financial results. Incremental payout are considered once payout increase above target, but subjected to the following caps: 250% cap for ARR, 150% cap for Adjusted EBITDA, and 150% for Strategic and Operational component. This structure reflects our emphasis on driving durable revenue growth while maintaining operating discipline, complemented by strategic and customer-focused priorities that support long-term value creation. The Compensation Committee believes this structure also maintains significant at-risk compensation, incorporates meaningful downside risk, and appropriately balances growth, profitability, and strategic execution. The performance goals established by the Board for our 2025 short-term incentive awards, and their respective weightings are provided in the table below, alongside the respective attainment and payout percentage. Based on the foregoing, the aggregate achievement of the performance goals was approximately 49% of target.

  30. 2025 Short-Term Incentive Compensation

    | Performance Metrics | Weight | Threshold | Target | Maximum | Actual Attainment | Attainment Against Target Percentages | Weighted Payout Percentages | | ARR Growth | 55.0% | $20.1 million | $40.3 million | $60.4 million | $9.5 million | 0.0% | 0.0% | | Adjusted EBITDA | 30.0% | $15.4 million | $30.8 million | $35.8 million | $31.7 million | 113.0% | 34.0% | | Strategic & Operational Initiatives | 15.0% | 0.0% | 100.0% | 150.0% | | 100.0% | 15.0% |

  31. 2025 Short-Term Incentive Compensation

    See Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP. The amounts of such short-term incentive awards paid to our NEOs in respect of 2025 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the 2025 Summary Compensation Table below. Mr. Klein, Mr. Dhatt, and Mr. Walter did not receive a short-term incentive payment in respect of 2025, because each of their employment with us ended prior to the payment of our short-term incentives for that year.

  32. Retention Bonus

    Retention Bonus In November 2024, the Compensation Committee approved payment of a cash retention bonus for Mr. Lentz in an amount equal to $50,000 (the “Cash Bonus”), which was paid as to 25% of the Cash Bonus on or as soon as practicable after each of December 31, 2024, and March 31, 2025, and as to the remaining 50% of the Cash Bonus on or as soon as practicable after September 30, 2025 in each case, subject to Mr. Lentz’s continued employment with the Company through each such date. The Cash Bonus was awarded to incentivize Mr. Lentz’s retention during a period of significant executive turnover and during the Company’s transformation efforts.

  33. Sign-On Bonus

    Sign-On Bonus In connection with his commencement of employment with the Company, we paid Mr. Walter a one-time cash bonus in the amount of $50,000, subject to clawback in the event of his resignation or termination due to misconduct, negligence or conviction of an offense punishable by imprisonment within one year following the date on which his employment with us commenced.

  34. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards The largest component of our executive compensation program is equity-based LTI compensation. We view equity-based LTI compensation as a critical component of our balanced total compensation program. Equity-based LTI awards are designed to motivate and reward the achievement of multi-year strategic objectives, reinforce accountability for sustained performance, and align the interests of our executive officers with those of our stockholders. Because executives realize value from equity-based LTI awards only to the extent that stockholder value is created over time and equity-based LTI awards are subject to continued service through the applicable vesting date, equity-based LTI awards promote retention and foster a strong ownership culture. The Compensation Committee generally grants annual equity-based LTI awards during the first quarter of each fiscal year as part of the annual compensation review cycle. Annual equity-based LTI awards granted to our NEOs consist of a combination of stock options, time-vesting RSUs, and performance-based restricted stock units RSUs ( "PSUs"). The Compensation Committee believes this mix appropriately balances performance alignment, retention, and stockholder value creation. A significant portion of target equity-based LTI value is delivered in the form of PSUs to reinforce our commitment to pay-for-performance and long-term value creation. For 2025, annual equity awards granted to each NEO consisted of: 50% of target value in PSUs • 20% of target value in stock options • 30% of target value in time-based RSUs The Compensation Committee believes this structure creates a strong linkage between executive compensation and sustained Company performance while promoting long-term alignment with stockholders.

  35. 2025 Equity-Based Long-Term Incentive Awards

    2025 Equity-Based Long-Term Incentive Awards In 2025, we awarded the following grants of stock options, time-based RSUs and PSUs to our NEOs:

  36. 2025 Equity-Based Long-Term Incentive Awards

    | Name | Number of Shares Underlying Stock Options | Time-based RSUs | Performance- based RSUs | | Travis Hess | 149,277 | 140,187 | 146,833 | | Daniel Lentz | 74,638 | 70,093 | 85,059 | | Russell Klein (1) | 30,850 | 28,972 | 39,512 | | Brian Dhatt (2) | 27,865 | 26,168 | 14,816 | | Chuck Cassidy | 28,363 | 26,636 | 28,175 | | Rob Walter (3) | 40,000 | 27,000 | 35,733 |

  37. 2025 Equity-Based Long-Term Incentive Awards

    (1) All unvested stock options, RSUs, and PSUs granted to Mr. Klein in 2025 were forfeited upon his departure, effective November 1, 2025. (2) All unvested stock options, RSUs, and PSUs granted to Ms. Dhatt in 2025 were forfeited upon his departure, effective April 30, 2025. (3) All unvested stock options, RSUs, and PSUs granted to Mr. Walter in 2025 were forfeited upon his departure, effective March 2, 2026

  38. Stock Options and Time-Based RSU Awards

    Stock Options and Time-Based RSU Awards The stock options granted to our NEOs during 2025 vest as to 25% of the underlying shares on the first anniversary of the applicable vesting start date and as to the balance of the underlying shares in 36 substantially equal monthly installments thereafter, subject to the applicable NEO’s continued service through the applicable vesting date. The time-based RSU awards granted to our NEOs in 2025 vest 25% on the first anniversary of the applicable vesting commencement date, with the remaining 75% vesting in equal quarterly installments thereafter over the next three years, subject to continued service. Certain of our NEOs’ stock options and time-based RSUs are subject to accelerated vesting in certain circumstances, as described below under “—Potential Payments Upon Termination or Change in Control” below.

  39. Performance-based Restricted Stock Units Awards

    Performance-based Restricted Stock Units Awards The Compensation Committee has structured the Company’s long-term incentive program to ensure that a substantial majority of executive compensation is performance-based and directly aligned with stockholder interests. PSUs granted in 2025 are eligible to vest based on achievement of three complementary measures: 45% of the PSUs are eligible to vest based on Company revenue, which incentivizes sustained top-line growth (the "Revenue PSUs"); • 25% of the PSUs are eligible to vest based on the Company's adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), which reinforces operating discipline and profitability (the "Adjusted EBITDA PSUs"), and • 30% of the PSUs are eligible to vest based on the Company's total stockholder return compared to the Russell 2000 Index, and are referred to as the "TSR PSUs". The 2025 weighting represents a shift from 2024, when a greater portion of performance-based equity was tied to top-line growth. The Compensation Committee adjusted the mix to increase the weighting on revenue performance in light of the Company’s strategic priority to drive sustained top-line growth. The Compensation Committee believes this revised allocation appropriately aligns long-term incentives with the Company’s current business focus while maintaining balanced incentives for profitability and stockholder returns. The Compensation Committee believes this structure ensures that a substantial majority of long-term compensation remains performance-based and aligned with sustained financial results and stockholder value creation.

  40. Adjusted EBITDA PSUs

    Adjusted EBITDA PSUs For 2025, pursuant to the Adjusted EBITDA PSU awards, each NEO is eligible to earn between 0% and 150% of the target number of PSUs based on the Company’s achievement of pre-established Adjusted EBITDA goals that are set at the beginning of the fiscal year on an annual basis over a three-year period. The Compensation Committee will establish objective threshold, target, and maximum Adjusted EBITDA goals for each annual measurement period within the first 90 days of the applicable fiscal year. These goals are set based on the Company’s approved operating plan and are intended to require meaningful financial performance in order to achieve target payout levels. The Adjusted EBITDA PSU award is structured with annual performance tranches. Subject to the NEO’s continued service through the applicable vesting date, for each year of the performance period, up to one-third of the Adjusted EBITDA PSU award is eligible to be earned based on achievement of Adjusted EBITDA goals for that year. For each annual tranche: • No Adjusted EBITDA PSUs are earned for performance at or below the established threshold level. • 100% of the target number of Adjusted EBITDA PSUs subject to each tranche is earned upon achievement of target performance. • 150% of the target number of Adjusted EBITDA PSUs subject to each tranche earned upon achievement of maximum performance. • If the Company’s Adjusted EBITDA performance is between levels, the number of Adjusted EBITDA PSUs that vest is determined using straight-line interpolation. Following the completion of each year of the applicable performance period, the Compensation Committee certifies the level of Adjusted EBITDA achieved and determines the number of Adjusted EBITDA PSUs earned for that year. Any portion of the applicable tranche of Adjusted EBITDA PSUs not earned based on certified performance is forfeited and may not be earned in subsequent years. Earned and vested Adjusted EBITDA PSUs are settled in shares of Company common stock within 30 days following certification. The Compensation Committee believes this design ensures that a meaningful portion of long-term compensation remains at risk and directly tied to annual financial performance, while incorporating substantial downside risk and capped upside.

  41. Revenue PSUs

    Revenue PSUs For 2025, pursuant to the Revenue PSU awards, each NEO is eligible to earn between 0% and 200% of the target number of PSUs based on the Company’s achievement of pre-established annual revenue goals are set at the beginning of the fiscal year on an annual basis over a three-year period. The Compensation Committee will establish objective threshold, target, and maximum revenue goals for each annual measurement period within the first 90 days of the applicable fiscal year. These goals are based on the Company’s approved operating plan and are intended to require strong top-line performance to achieve target payout levels. The Revenue PSUs are structured with annual performance tranches. Subject to the NEO’s continued service through the applicable vesting date, for each year of the performance period, up to one-third of the total Revenue PSU award is eligible to be earned based on achievement of revenue goals for that year. For each annual tranche: • No Revenue PSUs are earned for performance at or below the established threshold level. • 100% of the target number of Revenue PSUs subject to each tranche is earned upon achievement of target performance. • 200% of the target number of Revenue PSUs subject to each tranche is earned for achievement of maximum performance. • If the Company’s revenue performance is between levels, the number of Revenue PSUs that vest is determined using straight-line interpolation. Following completion of each year of the applicable performance period, the Compensation Committee certifies the level of revenue achieved and determines the number of Revenue PSUs earned for that year. Any portion of the applicable tranche of Revenue PSUs not earned based on certified performance is forfeited and may not be earned in subsequent years. Earned and vested Revenue PSUs are settled in shares of Company common stock within 30 days following certification. The Compensation Committee believes this structure reinforces a strong pay-for-performance orientation by tying a significant portion of long-term compensation directly to sustained revenue growth, while incorporating meaningful downside risk and capped upside.

  42. TSR PSUs

    TSR PSUs For 2025, pursuant to the TSR PSU awards, each NEO is eligible to earn between 0% and 200% of the target number of PSUs based on the Company’s total stockholder return (“TSR”) over a three-year performance period beginning January 1, 2025 and ending December 31, 2027, relative to the TSR of the Russell 2000 Index (the “Relative TSR Performance”). Relative TSR Performance is measured over the full three-year performance period, and payout is determined based on the Company’s percentile ranking relative to the Russell 2000 Index. Subject to the NEO’s continued service through the applicable vesting date, up to 200% of the target number of TSR PSUs granted to the NEO will be eligible to vest, with the actual number of TSR PSUs that will vest being determined by multiplying (i) the target number of TSR PSUs, by (ii) the applicable “vesting percentage,” as set forth below:, as follows:

  43. TSR PSUs

    | | TSR Performance Relative to Russell 2000 Index | Vesting Percentage | | Stretch | ≥ 90th percentile | 200% | | Maximum | 75th percentile | 150% | | Target | 50th percentile | 100% | | Threshold | 25th percentile | 50% | | Below Threshold | <25th percentile | 0% |

  44. TSR PSUs

    The applicable vesting percentage between percentile levels is determined using straight-line interpolation. Notwithstanding the foregoing, if the Company’s absolute TSR over the three-year performance period is negative, the number of TSR PSUs that vest will not exceed 100% of target (the “Absolute TSR Cap”). The Compensation Committee believes this Absolute TSR Cap reinforces alignment with stockholders by limiting above-target payouts in periods of negative absolute TSR returns. Following completion of the performance period, the Compensation Committee certifies the Company’s relative TSR percentile ranking, absolute TSR performance, and the number of TSR PSUs earned. Any portion of the TSR PSU award not earned based on certified performance is forfeited. Earned and vested TSR PSUs are settled in shares of Company common stock within 30 days following certification. The Compensation Committee believes this design directly aligns a meaningful portion of long-term compensation with stockholder returns relative to a broad market index, incorporates substantial downside risk, and caps upside payouts in periods of negative absolute performance. Certain PSUs may be subject to accelerated vesting in limited circumstances, as described below under “Potential Payments Upon Termination or Change in Control.”

  45. Fiscal 2025 Performance and Payout of PSUs

    Fiscal 2025 Performance and Payout of PSUs Following completion of the 2025 performance period, the Compensation Committee reviewed and certified the Company’s performance results relative to the pre-established goals with respect to the tranches of Adjusted EBITDA PSUs and Revenue PSUs, in each case, granted to our NEOs in 2024 and 2025 that were eligible to vest based on performance in 2025. Payouts were determined in accordance with the formulaic terms of the program, with no adjustments to the calculated results. Based on certified results, the applicable performance metrics were achieved:

  46. Fiscal 2025 Performance and Payout of PSUs

    | | Type | Weight | Performance Period | 2025 Target (in thousands) | 2025 Results (in thousands) | Payout % | | 2025 Awards (Year 1 of 3) | Revenue | 45% | Tranche 1 - 2025 | $354,655 | $342,349 | 28% | | | Adj. EBITDA | 25% | Tranche 1 - 2025 | $30,821 | $31,714 | 103% | | 2024 Awards (Year 2 of 3) | Revenue | 33.3% | Tranche 2 - 2025 | $354,655 | $342,349 | 28% | | | Adj. EBITDA | 33.3% | Tranche 2 - 2025 | $30,821 | $31,714 | 106% |

  47. Fiscal 2025 Performance and Payout of PSUs

    The Compensation Committee believes that the resulting payouts appropriately reflect Company performance during the applicable performance period and are aligned with shareholder outcomes. In 2025, the majority of long-term compensation remained at risk, and payout levels for long-term equity awards were determined in accordance with the pre-established performance framework.

  48. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We provide for severance benefits and payments to each of our NEOs upon certain terminations without cause or resignations for good reason. Our Compensation Committee believes that these types of benefits are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such benefits can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. Our severance and change in control payments and benefits are designed to be competitive with market practices. A description of these potential benefits, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive if a qualifying termination of employment or change in control had occurred on December 31, 2025, are set forth in “—Potential Payments Upon Termination or Change in Control” below. On November 1, 2025 and April 30, 2025, respectively, we entered into separation and general releases (each a “separation agreement”) with Mr. Klein and Mr. Dhatt, in connection with their respective terminations of employment with us. Under the separation agreements, Mr. Klein and Mr. Dhatt became entitled to certain severance payments and benefits, subject to the applicable NEO's execution and non-revocation of the separation agreement, including the general release contained therein, and compliance with the terms thereof. A description of these severance payments and benefits are set forth in “—Potential Payments Upon Termination or Change in Control” below. Stock Ownership Guidelines. We believe that stock ownership aligns the interests of our executive officers with our stockholders and encourages long-term management of the Company for the benefit of its stockholders. We maintain stock ownership guidelines which apply to our senior leadership team. Under these guidelines, our senior leaders are required to acquire and maintain shares of our Common Stock having a value equal to the following multiples of their annual base salaries following the completion of a five-year phase-in period:

  49. Severance and Change in Control Arrangements

    | Position | Required Stock Ownership | | Chief Executive Officer | 3x annual base salary | | All Other Senior Officers | 1x annual base salary |

  50. Severance and Change in Control Arrangements

    Derivatives Trading, Hedging, and Pledging Policies. We have adopted an Insider Trading Compliance Policy that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Our Insider Trading Compliance Policy provides that no employee, officer, or director may engage in any activity of the type that is designed to profit from or hedge against decreases in the value of the Company’s securities, such as short sales, trading activity designed to profit from fluctuations in the price of the Company’s securities (such as day trading and arbitrage trading), hedging transactions, and trading in puts, calls or other derivative securities. In addition, our Insider Trading Compliance Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities. Equity Award Timing Policies and Practices. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. During fiscal year 2025, we did not grant stock options or other equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Clawback Policy. We maintain a mandatory clawback policy in compliance with SEC rules and Nasdaq listing standards (the “Clawback Policy”). Our Clawback Policy provides that the Company shall recover from current or former executive officers excess incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) in the event the Company is required to prepare an accounting restatement, unless the Compensation Committee determines that recovery would be impracticable. Section 409A. The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Section 162(m). Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. “Golden Parachute” Payments. Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control. Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

  51. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.

  52. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | Travis Hess | 2025 | 490,431 | — | 1,990,278 | 691,995 | 241,226 | 12,015 | 3,425,945 | | Chief Executive Officer | 2024 | 254,769 | — | 3,236,124 | 423,147 | 222,932 | 30,382 | 4,167,354 | | Daniel Lentz | 2025 | 420,577 | — | 1,088,992 | 345,995 | 123,931 | 12,229 | 1,991,724 | | Chief Financial Officer | 2024 | 398,077 | 50,000 | 575,802 | 484,290 | 202,068 | 473 | 1,710,710 | | | 2023 | 355,865 | — | 1,000,791 | 409,911 | 143,678 | — | 1,910,245 | | Russell Klein | 2025 | 377,969 | — | 481,685 | 143,010 | — | 242,914 | 1,245,578 | | Former Chief Commercial Officer | 2024 | 411,539 | — | 348,183 | 253,104 | 227,519 | 2,501 | 1,242,846 | | | 2023 | 394,231 | — | 1,326,185 | 545,647 | 208,668 | — | 2,474,731 | | Brian Dhatt | 2025 | 156,423 | — | 292,947 | 129,172 | — | 222,627 | 801,169 | | Former Chief Technology Officer | 2024 | 411,539 | — | 374,921 | 272,546 | 189,599 | 1,833 | 1,250,438 | | | 2023 | 394,231 | — | 707,299 | 291,013 | 173,890 | — | 1,566,433 | | Chuck Cassidy | 2025 | 335,000 | — | 383,752 | 131,481 | 82,225 | 9,560 | 942,018 | | General Counsel | 2024 | 319,231 | — | 113,845 | 82,763 | 147,332 | 260 | 663,431 | | Rob Walter | 2025 | 360,000 | 50,000 | 436,358 | 185,426 | — | 6,798 | 1,038,582 | | Chief Revenue Officer | | | | | | | | |

  53. 2025 Summary Compensation Table

    (1) Amounts represent (i) the portion of the Cash Bonus payable to Mr. Lentz based on his continued employment through December 31, 2024, a portion of which was paid in 2025 and (ii) the one-time cash sign-on bonus paid to Mr. Walter. For more information, please see “Cash Incentive Compensation” above. (2) Amounts reflect the full grant-date fair value of RSU and PSU awards and stock options granted during fiscal year 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. With respect to performance-vesting RSUs, amounts reflect the value at the grant date based upon the probable outcome of applicable performance metrics under ASC Topic 718 (which was target performance). The value of the PSUs granted to each of our NEOs assuming maximum achievement is as follows: for Mr. Hess $1,434,055, for Mr. Lentz $904,733, for Mr. Klein $437,087, for Mr. Dhatt $214,832, for Mr. Cassidy $283,654, and for Mr. Walter $329,659. We provide information regarding the assumptions used to calculate the value of all RSU awards and stock option awards made to our NEOs in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3) Amounts for fiscal year 2025 represent amounts earned by our NEOs based upon the achievement of certain Company performance goals applicable to the short-term cash incentive awards for fiscal year 2025. For more information, please see “—Cash Incentive Compensation” above. Mr. Klein and Mr. Dhatt, were not eligible to receive short-term cash incentive awards for 2025 because they departed during 2025 and Mr. Walter was not eligible to receive a short-term cash incentive award for 2025 because he departed in 2026 prior to the date on which the short-term cash incentive awards were paid. (4) Details of the amounts reported in the 'All Other Compensation' column for fiscal year 2025 are presented in the table below:

  54. 2025 Summary Compensation Table

    | Name | 401(k) Contribution (a) | Cash Severance (b) | COBRA Gross-Ups (c) | Other (d) | Total | | Travis Hess | 11,485 | — | — | 530 | 12,015 | | Daniel Lentz | 11,750 | — | — | 479 | 12,229 | | Russell Klein | 9,227 | 215,800 | 15,630 | 2,257 | 242,914 | | Brian Dhatt | 8,893 | 212,900 | — | 834 | 222,627 | | Chuck Cassidy | 9,290 | — | — | 270 | 9,560 | | Rob Walter | 6,000 | — | — | 798 | 6,798 |

  55. 2025 Summary Compensation Table

    (a) Includes Company matching and employer contributions under the Company 401(K) plan, which are made on the same basis as for other employees in the 401(k) plan. (b) Amounts represent cash severance payments with respect to Mr. Dhatt and Mr. Klein. Mr. Klein received a total severance of $215,800 of which was paid through 3 separate payments. The first payment of $71,933 was paid in December 2025 and the remaining 2 payments were made in fiscal year 2026. (c) For Mr. Klein, amount represents a tax gross-up associated with COBRA premiums paid by the Company pursuant to the terms of the severance agreement. (d) Other costs consist of certain allowances and imputed income from basic life insurance.

  56. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides information regarding all grants of plan-based awards occurring during fiscal 2025. All stock options, RSUs, and PSUs were awarded under the Commerce.com, Inc. 2020 Equity Incentive Plan (the “2020 Plan”).

  57. Grants of Plan-Based Awards in Fiscal 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Minimum (#) | Threshold (#) | Target (#) | Maximum (#)(6) | Stock or Units (#)(3) | Options (#)(4) | Awards ($/Sh) | Awards ($)(5) | | Travis Hess | | 178,458 | 492,298 | 1,009,212 | | | | | | | | | | | 2/27/2025 | | | | | | | | | 149,277 | $7.09 | $691,995 | | | 2/27/2025 | | | | | | | | 140,187 | | | 993,926 | | | 4/6/2025 | | | | — | 35,047 | 146,833 | 293,666 | | | | 996,352 | | Daniel Lentz | | 91,683 | 252,920 | 518,485 | | | | | | | | | | | 2/27/2025 | | | | | | | | | 74,638 | $7.09 | $345,995 | | | 2/27/2025 | | | | | | | | 70,093 | | | 496,959 | | | 4/6/2025 | | | | — | 17,524 | 85,059 | 170,119 | | | | 592,033 | | Russell Klein | | — | — | — | | | | | | | | | | | 2/27/2025 | | | | | | | | | 30,850 | $7.09 | $143,010 | | | 2/27/2025 | | | | | | | | 28,972 | | | 205,411 | | | 4/6/2025 | | | | — | 7,244 | 39,512 | 79,024 | | | | 276,274 | | Brian Dhatt | | — | — | — | | | | | | | | | | | 2/27/2025 | | | | | | | | | 27,865 | $7.09 | $129,172 | | | 2/27/2025 | | | | | | | | 26,168 | | | 185,531 | | | 4/6/2025 | | | | — | — | 14,816 | 29,632 | | | | 107,416 | | Chuck Cassidy | | 60,830 | 167,807 | 344,004 | | | | | | | | | | | 2/27/2025 | | | | | | | | | 28,363 | $7.09 | $131,481 | | | 2/27/2025 | | | | | | | | 26,636 | | | 188,849 | | | 4/6/2025 | | | | — | 6,660 | 28,175 | 56,350 | | | | 194,903 | | Rob Walter | | — | — | — | | | | | | | | | | | 2/27/2025 | | | | | | | | | 40,000 | $7.09 | $185,426 | | | 2/27/2025 | | | | | | | | 27,000 | | | 191,430 | | | 4/6/2025 | | | | — | 10,050 | 35,733 | 71,466 | | | | 244,928 |

  58. Grants of Plan-Based Awards in Fiscal 2025

    (1) Amounts reflect potential payouts under our 2025 annual bonus program. Please see the description of the annual bonus program under “—Cash Incentive Compensation” above. (2) For each NEO, the actual number of performance-based RSUs that vest will depend on achievement of specified performance objectives, subject to the applicable NEO’s continued employment through the applicable vesting date. See “—2025 Performance-Based Equity-Based Long Term Incentive Awards” above. (3) Represents RSUs which vest as to 25% of the underlying shares on the first year anniversary of the applicable vesting start date, with the remaining 75% vesting in equal quarterly installments thereafter, of the applicable vesting start date, subject to the applicable NEOs continued service with the Company through the applicable vesting date. (4) Represents stock options which vest over four years, with 25% of the shares vesting on the one-year anniversary of the applicable vesting start date, and as to the balance of the underlying shares, in 36 substantially equal monthly installments thereafter, subject to the applicable NEOs continued service with the Company through the applicable vesting date. (5) Amounts reflect the grant-date fair value of the applicable award computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate these values in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Adjusted EBITDA PSUs and revenue PSUs contain attainment levels of minimum, threshold, target, and maximum, while TSR PSUs also include an additional “stretch” attainment level, which is reflected in the “Maximum” column. See “—2025 Performance-Based Equity-Based Long Term Incentive Awards” above for vesting percentages and attainment levels of all award types.

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

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

  60. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each NEO other than Mr. Dhatt as of December 31, 2025. Mr. Dhatt did not hold any outstanding equity awards as of December 31, 2025 due to his departure during 2025.

  61. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name (9) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2)(4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(3) | | Travis Hess | 11/13/2024 | 29,167 | 70,833 | $6.40 | 11/13/2034 | | | | | | | 2/27/2025 | | 149,277 | $7.09 | 2/27/2035 | | | | | | | 6/3/2024 | | | | | 270,198 | $1,113,216 | | | | | 2/27/2025 | | | | | 140,187 | $577,570 | | | | | 11/13/2024 | | | | | | | 22,222(6) | $91,555 | | | 11/13/2024 | | | | | | | 22,222(7) | $91,555 | | | 11/13/2024 | | | | | | | 33,334(8) | $137,336 | | | 4/6/2025 | | | | | | | 58,411(6) | $240,653 | | | 4/6/2025 | | | | | | | 105,140(7) | $433,177 | | | 4/6/2025 | | | | | | | 70,094(8) | $288,787 | | Daniel Lentz | 2/27/2019 | 31,184 | | 3.18 | 2/27/2029 | | | | | | | 3/13/2021 | 5,082 | | 59.56 | 3/13/2031 | | | | | | | 3/8/2022 | 22,729 | 1,515 | 20.25 | 3/8/2032 | | | | | | | 3/3/2023 | 28,126 | 12,784 | 10.42 | 3/3/2033 | | | | | | | 6/30/2023 | 13,636 | 8,182 | 9.95 | 6/30/2033 | | | | | | | 3/5/2024 | 40,316 | 51,834 | 7.25 | 3/5/2034 | | | | | | | 11/11/2024 | 16,160 | | 6.48 | 11/11/2034 | | | | | | | 2/27/2025 | | 74,638 | 7.09 | 2/27/2035 | | | | | | | 2/27/2025 | | | | | 70,093 | 288,783 | | | | | 3/3/2023 | | | | | 31,818 | 131,090 | | | | | 3/5/2024 | | | | | 30,720 | 126,566 | | | | | 3/8/2022 | | | | | 7,071 | 29,133 | | | | | 6/30/2023 | | | | | 16,969 | 69,912 | | | | | 3/5/2024 | | | | | | | 22,754(6) | 93,746 | | | 3/5/2024 | | | | | | | 22,754(7) | 93,746 | | | 3/5/2024 | | | | | | | 34,130(8) | 140,616 | | | 4/6/2025 | | | | | | | 29,205(6) | 120,325 | | | 4/6/2025 | | | | | | | 52,569(7) | 216,584 | | | 4/6/2025 | | | | | | | 35,048(8) | 144,398 | | Russell Klein | 11/7/2016 | 115,901 | | 0.39 | 2/1/2026 | | | | | | | 12/31/2017 | 42,693 | | 1.86 | 2/1/2026 | | | | | | | 11/30/2018 | 130,000 | | 3.03 | 2/1/2026 | | | | | | | 3/13/2021 | 25,416 | | 59.56 | 2/1/2026 | | | | | | | 3/8/2022 | 57,281 | 6,661 | 20.25 | 2/1/2026 | | | | | | | 3/3/2023 | 52,841 | 28,978 | 10.42 | 2/1/2026 | | | | | | | 3/5/2024 | 22,056 | 33,664 | 7.25 | 2/1/2026 | | | | | | | 2/27/2025 | | 30,850 | 7.09 | 2/1/2026 | | | | | | | 2/27/2025 | | | | | 28,972 | 119,365 | | | | | 3/3/2023 | | | | | 63,636 | 262,180 | | | | | 3/5/2024 | | | | | 18,577 | 76,537 | | | | | 3/8/2022 | | | | | 18,650 | 76,838 | | | | | 3/5/2024 | | | | | | | 13,758(6) | 56,683 | | | 3/5/2024 | | | | | | | 13,758(7) | 56,683 | | | 3/5/2024 | | | | | | | 20,636(8) | 85,020 | | | 4/6/2025 | | | | | | | 12,071(6) | 49,733 | | | 4/6/2025 | | | | | | | 21,729(7) | 89,523 | | | 4/6/2025 | | | | | | | 14,487(8) | 59,686 |

  62. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name (9) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2)(4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(3) | | Chuck Cassidy | 9/20/2018 | 3,500 | | 2.70 | 9/20/2028 | | | | | | | 11/14/2019 | 4,680 | | 3.87 | 11/14/2029 | | | | | | | 6/2/2023 | 9,653 | 5,792 | 9.33 | 6/2/2033 | | | | | | | 3/5/2024 | 7,971 | 10,249 | 7.25 | 3/5/2034 | | | | | | | 2/27/2025 | | 28,363 | 7.09 | 2/27/2035 | | | | | | | 9/21/2022 | | | | | 1,152 | 4,746 | | | | | 4/14/2023 | | | | | 6,363 | 26,216 | | | | | 6/2/2023 | | | | | 12,012 | 49,489 | | | | | 3/5/2024 | | | | | 6,075 | 25,029 | | | | | 2/27/2025 | | | | | 26,636 | 109,740 | | | | | 3/5/2024 | | | | | | | 4,498(6) | 18,532 | | | 3/5/2024 | | | | | | | 4,498(7) | 18,532 | | | 3/5/2024 | | | | | | | 6,746(8) | 27,794 | | | 4/6/2025 | | | | | | | 11,098(6) | 45,724 | | | 4/6/2025 | | | | | | | 19,976(7) | 82,301 | | | 4/6/2025 | | | | | | | 13,319(8) | 54,874 | | Rob Walter | 2/27/2025 | 40,000 | | 7.09 | 2/27/2035 | | | | | | | 2/27/2025 | | | | | 27,000 | 111,240 | | | | | 4/6/2025 | | | | | | | 16,750(6) | 69,010 | | | 4/6/2025 | | | | | | | 30,150(7) | 124,218 | | | 4/6/2025 | | | | | | | 20,100(8) | 82,812 |

  63. Outstanding Equity Awards at Fiscal Year-End Table

    Under the terms of the Commerce.com, Inc. 2013 Equity Incentive Plan , the option exercise price shall not be less than the fair market value of a share of our Common Stock on the effective date of grant of the option. Except with respect to the option awards granted on March 13, 2021 and March 8, 2022, the NEOs’ options set forth in the table above are immediately exercisable upon grant as to the underlying shares of Common Stock and, to the extent such shares are exercised and unvested as of the NEO’s termination of service, such exercised and unvested shares are subject to a right of repurchase by us upon the NEO’s termination of service. With respect to such options, this column reflects the number of shares subject to options that were exercisable and vested as of December 31, 2025. (2) Under the terms of the 2020 Plan, the option exercise price must be greater than or equal to 100% of the closing price of a share of our Common Stock on the date of grant. Except with respect to the option awards granted on March 13, 2021 and March 8, 2022, the NEOs’ options set forth in the table above are immediately exercisable upon grant as to the underlying shares of Common Stock and, to the extent such shares are exercised and unvested as of the NEO’s termination of service, such exercised and unvested shares are subject to a right of repurchase by us upon the NEO’s termination of service. With respect to such options, this column reflects the number of shares subject to options that were exercisable and unvested as of December 31, 2025. (3) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 31, 2025, which was $4.12. (4) Represents an option that vested as to 25% of the underlying shares on the first anniversary of the applicable vesting start date and vested or vests with respect to 1/48th of the shares in substantially equal monthly installments over the following 36 months, subject to the NEO’s continued service through each such vesting date. (5) Represents RSUs which vest (i) with respect to RSUs granted prior to 2025, in substantially equal annual installments on each of the first four anniversaries of the applicable vesting start date and (ii) with respect to RSUs granted in 2025, as to 25% of the underlying shares on the first anniversary of the applicable vesting start date, as to the remaining 75% of the underlying shares in equal quarterly installments thereafter, in each case, subject to the applicable NEOs continued service with the Company through the applicable vesting date. (6) Represents performance-based RSUs that are eligible to vest based on achievement of applicable Adjusted EBITDA performance metrics following completion of each remaining performance period, subject to the NEOs continued service through such vesting date. (7) Represents performance-based RSUs that are eligible to vest based on achievement of applicable revenue performance metrics following completion of each remaining performance period, subject to the NEOs continued service through such vesting date. (8) Represents performance-based RSUs that are eligible to vest based on achievement of applicable TSR performance metrics following completion of each award's performance period, subject to the NEOs continued service through such vesting date. Mr. Dhatt did not hold any outstanding equity awards as of December 31, 2025.

  64. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025

  65. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Travis Hess | — | — | 122,176 | 682,493 | | Daniel Lentz | — | — | 76,064 | 485,002 | | Russell Klein | 98,080 | 411,916 | 83,955 | 532,839 | | Brian Dhatt | 306,692 | 1,281,348 | 67,990 | 435,658 | | Chuck Cassidy | — | — | 19,372 | 115,648 | | Rob Walter | — | — | — | — |

  66. Option Exercises and Stock Vested in Fiscal 2025

    Amounts are calculated by multiplying the number of shares as to which the option was exercised by the market price of the shares on the exercise date, net of the exercise price. (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date.

  67. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  68. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs (other than Messrs. Dhatt and Klein, who ceased employment with us in April 2025 and November 2025, respectively, and received the separation payments and benefits described above) upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees.

  69. Estimated Potential Payments

    | Name | Benefit (1) | Termination Without Cause or (as applicable) for Good Reason (no Change in Control) ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Travis Hess | Cash | 499,560 | - | 499,560 | | | Equity Acceleration | - | - | 2,716,735 | | | Continued Healthcare | 21,215 | - | 21,215 | | | Total | 520,775 | - | 3,237,510 | | Daniel Lentz | Cash | 212,625 | - | 425,250 | | | Equity Acceleration | - | - | 1,311,600 | | | Continued Healthcare | 16,012 | - | 32,024 | | | Total | 228,637 | - | 1,768,874 | | Chuck Cassidy | Cash | 169,000 | - | 338,000 | | | Equity Acceleration | - | - | 417,079 | | | Continued Healthcare | 5,151 | - | 10,303 | | | Total | 174,151 | - | 765,382 | | Rob Walter | Cash | 200,000 | - | 400,000 | | | Equity Acceleration | - | - | 330,501 | | | Continued Healthcare | 14,660 | - | 29,320 | | | Total | 214,660 | - | 759,821 |

  70. Estimated Potential Payments

    The value of equity acceleration was calculated by multiplying the number of accelerated shares of Common Stock underlying the applicable equity award by $4.12, the closing price of our Common Stock on December 31, 2025 and, (x) with respect to equity awards in the form of stock options, subtracting the exercise price thereof and (y) with respect to performance-vesting awards, assuming that performance conditions continuing to affect the vesting of awards are satisfied at target as of the date of the applicable triggering event.

  71. 2025 Director Compensation

    2025 Director Compensation The following table provides compensation information for fiscal year 2025 for each non-employee member of our Board. Our investor-affiliated Board members, Messrs. Bohn and Richards, did not receive compensation for Board or Committee service. Mr. Bohn retired from the Board effective July 1, 2025.

  72. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Donald E. Clarke | — | 235,011(4) | — | — | — | — | 235,011 | | Sally Gilligan | — | 222,226(5) | — | — | — | — | 222,226 | | Satish Malhotra | — | 221,350(6) | — | — | — | — | 221,350 | | Anil Kamath | — | 355,992(7) | — | — | — | — | 355,992 | | Ellen Siminoff | 200,000(8) | — | 678,492(8) | — | — | — | 878,492 |

  73. 2025 Director Compensation

    (1) Each non-employee director elected to receive his or her Board and Committee retainers in the form of RSU awards in lieu of cash. (2) Board and Committee retainers were earned quarterly and paid in the form of RSU awards on June 5, 2025, August 14, 2025, November 21, 2025, and February 25, 2026 (in respect of retainers earned during the first, second, third and fourth quarters of 2025, respectively). To determine the number of RSUs granted in lieu of any quarterly cash retainers, we divided the aggregate retainer earned for the applicable quarter by the average closing price per share of our Common Stock over the thirty consecutive trading days ending on the last business day prior to the applicable RSU grant date. Amounts reported in this column reflect the full grant-date fair value of the RSU awards granted during 2025 granted in lieu of Board and Committee retainers earned during 2025, in each case, computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all RSU awards granted in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For additional information regarding the RSU awards granted in lieu of Board and Committee retainers, please see Notes (4), (5), (6), and (7). (3) Amounts reported in this column reflect the full grant-date fair value of the option awards granted during 2025 granted in lieu of Board retainers earned during 2025, in each case, computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all stock option awards granted in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For additional information regarding the stock option award granted in lieu of Board retainers, please see Note (8) below. (4) Represents the sum of (i) $59,206, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and Committee retainers earned during 2025 and (ii) $175,805, which is the grant-date fair value of the annual RSU grant made to Mr. Clarke on June 5, 2025. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Mr. Clarke’s continued service through such date. (5) Represents the sum of (i) $46,421 which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and Committee retainers earned during 2025 and (ii) $175,805, which is the grant-date fair value of the annual RSU grant made to Ms. Gilligan on June 5, 2025. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Ms. Gilligan’s continued service through such date. (6) Represents the sum of (i) $22,076, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and Committee retainers earned during 2025 and (ii) $333,917, which is the grant-date fair value of the initial RSU grant made to Dr. Kamath on August 14, 2025. The initial RSU grant vests as to one-third on each of the first three anniversaries of the applicable grant date, subject to Dr. Kamath’s continued service through the applicable vesting date. (7) Represents the sum of (i) $45,544, which is the sum of the grant-date fair value of the RSUs granted in lieu of Board and Committee retainers earned during 2025 and (ii) $175,805, which is the grant-date fair value of the annual RSU grant made to Mr. Malhotra on June 5, 2025. The annual RSU grant vests in full on the 1-year anniversary of the applicable grant date, subject to Mr. Malhotra’s continued service through such date. Represents an option to purchase 247,963 shares of our Common Stock, granted in connection with Ms. Siminoff’s continued service as Executive Chair, pursuant to her extended offer letter, which vested or vests as to 1/12th of the shares subject thereto on each monthly anniversary of October 1, 2025, subject to Ms. Siminoff’s continuous service through the applicable vesting date. The table below shows the aggregate numbers of shares underlying option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2025 by each non-employee director and Ms. Siminoff, our Executive Chair. Neither Messrs. Bohn nor Richards hold Company option or stock awards.

  74. 2025 Director Compensation

    | Name | Option Awards Outstanding at 2025 Fiscal Year End | Unvested Stock Awards Outstanding at 2025 Fiscal Year End | | Donald E. Clarke | - | 34,337 | | Sally Gilligan | - | 34,337 | | Satish Malhotra | - | 34,337 | | Anil Kamath | - | 73,550 | | Ellen Siminoff | 437,963 | - |

  75. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a compensation program for our non-employee non-investor-affiliated directors under which each non-employee non-investor-affiliated director receives the following amounts for their service on the Board: • an annual cash retainer of $35,000; • an additional annual cash retainer of $10,000 for the Chairperson of the Board (who is currently ineligible to receive this payment due to his service as our Chief Executive Officer) and $20,000 for the Lead Independent Director; • an annual cash retainer of $20,000 for the Chair of the Audit Committee, $15,000 for the Chair of the Compensation Committee, and $8,000 for the Chair of the Nominating and Corporate Governance Committee; • an annual cash retainer of $10,000 for each member of the Audit Committee, $7,500 for each member of the Compensation Committee, and $4,000 for each member of the Nominating and Corporate Governance Committee; • an initial equity award upon the director’s commencement of service with us with an approximate value of $362,600 in the form of RSUs, one-third of which vest on the first anniversary of the applicable vesting commencement date and annually thereafter for a total vesting period of three years, subject to the director’s continuous service with us through the applicable vesting date; and • an annual equity award each year following the director’s initial equity award with an approximate value of $181,300 in the form of RSUs, which vest in full on the one-year anniversary of the applicable vesting commencement date, subject to the director’s continuous service with us through the applicable vesting date. Effective May 19, 2025, the initial equity award value was revised to be twice the value of initial equity awards granted to newly appointed directors in prior years and is subject to a three-year vesting schedule. Previously, the initial equity award matched the annual equity award in both value and vesting terms. Director fees under the program are payable in arrears in four equal quarterly installments, provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our Board. In 2025, all eligible directors elected to receive their annual cash retainers in the form of RSUs; accordingly, all 2025 director compensation was paid in the form of RSU awards in lieu of cash.

  76. CEO Pay Ratio

    CEO Pay Ratio 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, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of Travis Hess, our Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2025, the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $127,973. The total compensation of Mr. Hess for 2025 was $3,425,945. Based on this information, for 2025, the total compensation of our CEO was approximately 27 times the median of the total compensation of all of our employees (other than the CEO). We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The Company used our employee population data as of December 31, 2025 as the reference date for identifying our median employee. As of such date, our employee population consisted of approximately 1,076 individuals. To identify the median employee from our employee population, we used target cash compensation, which was defined as annualized base salary/hourly wages plus any target bonuses or commissions. In identifying the median employee, we assumed standard working hours for hourly employees and converted all non-US employee compensation to USD using the currency exchange rate as of December 31, 2025. With respect to the annual total compensation of the employee who represents our median compensated employee, we calculated such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, in accordance with SEC rules, we elected to use the annualized annual total compensation of our CEO who was serving as our PEO on December 31, 2025.

  77. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the following table sets forth information regarding compensation for our Chief Executive Officer (referred to in this discussion as our principal executive officer (or “PEO”) and our NEOs other than our PEO (our “Non-PEO NEOs”) and Company performance for the fiscal years listed below.

  78. Pay Versus Performance

    | | Summary Compensation Table Total | Summary Compensation Table Total | Compensation Actually Paid | Compensation Actually Paid | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | for PEO 1 (Bellm)1 ($) | for PEO 2 (Hess)¹ ($) | to PEO 1 (Bellm)¹˒²˒³ ($) | to PEO 2 (Hess) ¹˒²˒³ ($) | for Non- PEO NEOs¹ ($) | to Non-PEO NEOs¹˒²˒³ ($) | TSR ($) | Peer Group TSR($) | Net Income ($ Millions) | Revenue ($ Millions)⁵ | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | | 3,425,945 | | 1,100,100 | 1,203,814 | 414,136 | 6.42 | 258.44 | (19) | 342 | | 2024 | 2,798,203 | 4,167,354 | 467,999 | 3,470,219 | 1,089,198 | 272,842 | 8.47 | 234.25 | (27) | 333 | | 2023 | 4,658,863 | | 4,542,772 | | 2,077,737 | 1,624,413 | 13.46 | 171.79 | (65) | 309 | | 2022 | 7,270,118 | | (7,575,979) | | 2,487,512 | (1,565,981) | 12.09 | 103.19 | (140) | 279 | | 2021 | 7,387,604 | | (9,728,745) | | 2,739,562 | (824,148) | 48.94 | 160.67 | (77) | 220 |

  79. Pay Versus Performance

    (1) Brent Bellm was our PEO for 2020 through October 1, 2024 and Travis Hess was our PEO for October 1, 2024 through December 31, 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  80. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Robert Alvarez | Robert Alvarez | Robert Alvarez | Daniel Lentz | Daniel Lentz | | Russell Klein | Russell Klein | Daniel Lentz | Russell Klein | Russell Klein | | Brian Dhatt | Brian Dhatt | Russell Klein | Brian Dhatt | Brian Dhatt | | Robert Kaloustian | Lisa Eggerton | Brian Dhatt | Chuck Cassidy | Chuck Cassidy | | | | Marc Ostryniec | Lisa Eggerton | Rob Walter | | | | Steven Chung | Ben Sumrall | |

  81. Pay Versus Performance

    The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO or Non-PEO NEOs. These amounts reflect the total compensation reported in the Summary Compensation Table for the applicable year, with certain adjustments as described in footnote 3 below. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 based on the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the applicable fiscal year. Amounts in the Exclusion of Stock Awards and Option Awards column of the tables below are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  82. Pay Versus Performance

    | | PEO 1 (Hess) | Average for Non-PEO NEOs | | Summary Compensation Total | $3,425,945 | $1,203,814 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | — | — | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (2,682,273) | (723,764) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,221,592 | 277,245 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (763,762) | (171,786) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | - | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (101,402) | (11,841) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (159,532) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Compensation Actually Paid | $1,100,100 | $414,136 |

  83. Pay Versus Performance

    (1) Represents the cumulative total shareholder return (“Peer Group TSR”) of the NASDAQ Computer Index, which we also utilize in the stock performance graph required by Item 201(e)(ii) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes an initial fixed $100 investment for the period starting at the close of trading on December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively, assuming that all dividends (if any) were reinvested. (2) Revenue is a GAAP measure.

  84. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  85. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the NASDAQ Computer Index. TSR values begin with and are indexed to close of trading on December 31, 2020.

  86. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  87. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our revenue during the five most recently completed fiscal years.