DEF 14A of Paymentus Holdings, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170573
Proposal No. 1—Election of directors
Proposal No. 1—Election of directors Each director is elected by a plurality of the votes cast. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (i) vote “FOR ALL” director nominees named herein, (ii) “WITHHOLD ALL” votes for all such director nominees or (iii) vote “FOR ALL EXCEPT,” which is a vote for all director nominees other than any nominees with respect to whom your vote is specifically withheld by indicating such in the space provided on the proxy. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.
Nominees for Director—Class II
Nominees for Director—Class II Jody Davids has served as a member of our board of directors since April 2022. She served as senior vice president and global chief information officer of PepsiCo, Inc., a NYSE-listed company that has a global portfolio of food and beverage brands, from April 2016 to October 2019. Prior to that role, she served as chief information officer of Agrium, Inc., a NYSE-listed and Toronto Stock Exchange-listed company that is a global producer and marketer of nutrients for agricultural and industrial markets, from April 2014 to April 2016. Ms. Davids served in various executive and consulting roles with Agrium, Best Buy, Inc., a NYSE-listed company, and Cardinal Health, Inc., a NYSE-listed company, from 2000 to 2014. She served as a director of Premier, Inc., a Nasdaq-listed technology-driven healthcare improvement company, from 2015 to 2025. Ms. Davids holds a B.A. in Human Resources Management and Business and an M.B.A. from San Jose State University. We believe that Ms. Davids’ strong background in information technology and cybersecurity risk management and her leadership experience serving in corporate senior executive positions of other publicly traded companies, qualify her to serve on our board of directors. Adam Malinowski has served as a member of our board of directors since April 2019. Mr. Malinowski has served as an investment professional at AKKR since August 2010, and currently serves on the boards of several of AKKR’s private portfolio companies. Mr. Malinowski holds a B.S. in Business Administration and a B.A. in Economics from the University of California, Berkeley. We believe Mr. Malinowski’s experience in the areas of corporate strategy, finance, business transactions and software investments qualifies him to serve on our board of directors. Gary Trainor has served as a member of our board of directors since September 2011, and served as our executive chairman from September 2011 to September 2013. Mr. Trainor has served as executive chairman of PeopleGuru, an HCM software and services company, since April 2022, WorkEasy Software, a workforce management software company, since September 2020, Mindmarker Corporation, a learning software platform company, since August 2020, and Flores & Associates, a national benefits administrator, since April 2020, as well as chief executive officer of CFH Strategic Investment I, LLC, a family office, since March 2018. Mr. Trainor previously served as chief executive officer of Viventium Software from December 2014 to March 2018 and Infinisource (now iSolved Benefit Services) from September 2011 to January 2014, both SaaS-based human capital management software providers. Earlier in his career, Mr. Trainor served as division president at First Data and ADP. Mr. Trainor holds an M.B.A. from Fairleigh Dickinson University and a B.A. in Business Administration from Rutgers University. We believe Mr. Trainor’s extensive industry and management experience, including at other SaaS companies, qualifies him to serve on our board of directors.
Continuing Directors—Class I
Continuing Directors—Class I William Ingram has served as a member of our board of directors since February 2021. Mr. Ingram served from December 2015 to March 2020 as the chief financial officer and treasurer of Avalara, Inc., a provider of software for automated tax compliance that was listed on the NYSE. Prior to joining Avalara, Mr. Ingram served as interim chief financial officer of Khan Academy, a provider of online learning resources, from April 2015 to December 2015. Mr. Ingram also held various executive roles at Leap Wireless International, Inc., the parent company of Cricket Wireless, a wireless telecommunications provider, including executive vice president and chief of strategy, from August 2007 to March 2014, and with the acquiring company, AT&T, from March 2014 to January 2015. Mr. Ingram currently serves on the board of directors and as chair of the audit committee and member of the human capital and compensation committee of CCC Intelligent Solutions Holdings Inc., a Nasdaq-listed provider of technologies and applications for the property and casualty insurance industry. He served on the board of directors of Avalara from January 2020 until its acquisition in October 2022. Mr. Ingram holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School. We believe Mr. Ingram’s experience in the areas of corporate strategy, finance and business transactions, as well as his experience working with other public technology and software companies, qualify him to serve on our board of directors. Robert Palumbo has served as a member of our board of directors since September 2011 and as our lead independent director since May 2021. Mr. Palumbo has served as managing director and founding partner of AKKR, a private equity firm, since November 2004, and currently serves on the boards of several of AKKR’s private portfolio companies. Mr. Palumbo holds an A.B. from Princeton University. We believe Mr. Palumbo’s experience in the areas of corporate strategy, finance, investment banking, business transactions and software investments, as well as his experience working with other technology and software companies, qualify him to serve on our board of directors.
Continuing Directors—Class III
Continuing Directors—Class III Dushyant Sharma, our founder, has served as president, chief executive officer and a member of our board of directors since our inception, and has also served as our chairman since December 2013. Before founding Paymentus, Mr. Sharma cofounded Derivion Corporation, a SaaS-based electronic billing company, in 1998. Derivion was acquired in 2001 by Metavante Corporation, a banking and payment technologies provider. Mr. Sharma continued employment with Metavante from May 2001 to November 2004. Mr. Sharma holds a Bachelor of Engineering in Computer Science and Engineering from Marathwada University in India. We believe Mr. Sharma’s extensive background in billing and payment technologies, as well as his experience serving as our chief executive officer, qualify him to serve on our board of directors. Jason Klein has served as a member of our board of directors since September 2011. Mr. Klein is a Senior Advisor at AKKR and Co-CEO of Red Iron Group, an investment firm. He was previously a Managing Director at AKKR and joined the firm during its inaugural fund in May 2005. He has served on the boards of many private companies and currently serves on the boards of several of AKKR’s and Red Iron Group’s private portfolio companies. Mr. Klein holds an M.B.A. in Finance and Strategic Management from the Wharton School at the University of Pennsylvania and a B.S. in Finance and Accounting from The Pennsylvania State University. Mr. Klein is a Certified Public Accountant (inactive) and holds the Chartered Financial Analyst designation. We believe Mr. Klein’s experience in the areas of corporate strategy, finance, business transactions and software investments, as well as his extensive experience serving on other boards of directors, qualify him to serve on our board of directors. Arun Oberoi has served as a member of our board of directors since April 2023. Mr. Oberoi is the former executive vice president, global sales and services, of Red Hat, a provider of enterprise open source software solutions, where he served from 2012 to 2021. Prior to Red Hat, Mr. Oberoi was chief executive officer of Viridity Software from 2010 to 2012 and chief executive officer of Aveksa from 2008 to 2010. He served as an executive vice president of global sales and technical services of Micromuse (acquired by IBM in 2006) from 2004 to 2008. Prior to joining Micromuse, Mr. Oberoi held a series of senior executive positions at Hewlett-Packard, including vice president and general manager, worldwide corporate accounts and industries and as vice president and general manager, worldwide software sales and marketing. Mr. Oberoi serves on the board of directors and the audit committee of Schrodinger, Inc., a Nasdaq-listed software company enabling the discovery of therapeutics and materials. He also serves as Senior Adviser to EQT Partners and Chairman of the Supervisory Board of their portfolio company SUSE S.A., a provider of cloud infrastructure open source software. Mr. Oberoi received his bachelor’s degree from Delhi University and has an M.B.A. from the Kellogg School of Management at Northwestern University. We believe Mr. Oberoi’s extensive experience serving in corporate senior executive positions of technology and software companies, as well as his board experience with another publicly traded company, qualify him to serve on our board of directors.
Compensation Committee
| • | determining non-employee director compensation. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees, subject to the director nomination rights in our stockholders agreement. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors, the needs of our board of directors and the respective committees of our board of directors, the qualifications and characteristics set forth in the stockholders agreement and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience, and diverse viewpoints arising from a variety of factors, such as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a body with diverse viewpoints, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors, and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.
Director Compensation
Director Compensation The compensation paid to Mr. Sharma in 2025 in respect of his employment is included under “Summary Compensation Table” in the section titled “Executive Compensation.” No compensation was paid or provided to Messrs. Klein, Malinowski, Palumbo and Trainor in 2025. In February 2021, our compensation committee retained Compensia, an independent third-party compensation consultant, to provide our board of directors and its compensation committee with an analysis of publicly available market data and assistance in determining director compensation under our initial director compensation policy. Our board, upon the recommendation of the compensation committee, approved and adopted our outside director compensation policy, effective February 13, 2023. Our board of directors or any committee of our board of directors that has been designated appropriate authority to administer our outside director compensation policy may amend, alter, suspend or terminate such policy at any time and for any reason.
Director Compensation Limits
Director Compensation Limits Our outside director compensation policy provides that in any fiscal year, a non-employee director may be paid cash compensation and granted equity awards with an aggregate value of no more than $550,000 (with the value of equity awards based on the grant date fair value determined in accordance with U.S. Generally Accepted Accounting Principles, or GAAP, for purposes of this limit). Equity awards granted or other compensation provided to a non-employee director for his or her services as an employee or consultant (other than as a non-employee director) do not count toward this annual limit. This maximum limit provision does not reflect the intended size of any potential grants or a commitment to make grants to our non-employee directors in the future.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors for the fiscal year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, Mr. Sharma was an employee and executive officer of the Company and therefore did not receive compensation as a director. See the section titled “Executive Compensation” for additional information regarding Mr. Sharma’s compensation.
Director Compensation for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | William Ingram(3) | 54,000 | 169,974 | 223,974 | | Jody Davids(4) | 40,000 | 169,974 | 209,974 | | Arun Oberoi(5) | 30,000 | 169,974 | 199,974 | | Jason Klein(6) | — | — | — | | Adam Malinowski(6) | — | — | — | | Robert Palumbo(6) | — | — | — | | Gary Trainor(6) | — | — | — |
Director Compensation for Fiscal 2025
| (1) We provide information regarding the assumptions used to calculate the value of all restricted stock units granted to our directors in Note 11—Stock-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026. |
Director Compensation for Fiscal 2025
| (2) Under our outside director compensation policy, Ms. Davids and Messrs. Ingram and Oberoi received an Annual Award of restricted stock units with a grant date fair value of $169,974. The grant date fair value for the Annual Awards is based on the closing price for our common stock on the award date, June 9, 2025. Grant date fair value for of our restricted stock unit awards was computed in accordance with FASB Accounting Standards Codification, or ASC, Topic 718. |
Director Compensation for Fiscal 2025
| (3) The amount reported in the “Fees Earned or Paid in Cash” column for Mr. Ingram represents a $30,000 retainer for board service and a $24,000 retainer for committee service. |
Director Compensation for Fiscal 2025
| (4) The amount reported in the “Fees Earned or Paid in Cash” column for Ms. Davids represents a $30,000 retainer for board service and a $10,000 retainer for committee service. |
Director Compensation for Fiscal 2025
| (5) The amount reported in the “Fees Earned or Paid in Cash” column for Mr. Oberoi represents a $30,000 retainer for board service. |
Director Compensation for Fiscal 2025
| (6) Messrs. Klein, Malinowski, Palumbo and Trainor did not receive director compensation in 2025, in accordance with our outside director compensation policy as described above. |
Director Compensation for Fiscal 2025
The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:
Director Compensation for Fiscal 2025
| Name | Number of Shares Underlying Outstanding Options | Number of Outstanding Restricted Stock Units | | Jody Davids | — | 4,698 | | William Ingram | 26,195 | 4,698 | | Arun Oberoi | — | 4,698 |
PROPOSAL NO. 1: ELECTION OF THREE CLASS II DIRECTORS
PROPOSAL NO. 1: ELECTION OF THREE CLASS II DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
2025 Executive Compensation Action Summary
| Compensation Component | Actions Related to 2025 Compensation | | Base Salary | Increased base salaries of each of our NEOs by 3.0%. | | Executive Incentive Compensation Plan (EICP) | Established the target bonus opportunity for Messrs. Sharma, Kalra, Portocalis and Gerber based on certain financial metrics (as discussed below) at 192.9%, 100.0%, 100.0% and 61.5%, respectively, of their 2025 base salaries. | | Long-Term Incentive Compensation (Restricted Stock Units (RSUs)) | Awarded 68,447 RSUs to Messrs. Kalra and Portocalis and 17,112 RSUs to Mr. Gerber as part of the annual RSU grant process. Separately, the board, following extensive compensation committee discussions, awarded 1.1 million RSUs to Mr. Sharma, which is described in more detail below. |
Executive Compensation Philosophy
| • | Aligning interests of our executives with stockholders to ensure that executive compensation payouts align with the achievement of results that are correlated with long-term value and stock price appreciation. |
Executive Compensation Philosophy
| • | Rewarding achievement by providing appropriate levels of awards for attaining both short-term and long-term financial results. |
Executive Compensation Philosophy
| • | annual cash bonuses; |
Executive Compensation Philosophy
| • | long-term equity compensation (RSUs); and |
Base Salary + Annual Cash Incentive + Long-Term Equity Incentives = Total Direct Compensation
Base Salary + Annual Cash Incentive + Long-Term Equity Incentives = Total Direct Compensation
2025 NEO Target Total Direct Compensation
| Named Executive Officer | Base Salary | Target Annual Cash Incentive | Long-Term Equity Incentive(1) | Target Total Direct Compensation | | Dushyant Sharma | $371,315 | $716,267 | $34,232,000(2) | $35,319,582 | | Sanjay Kalra | $530,450 | $530,450 | $2,000,021 | $3,060,921 | | Gerasimos (Jerry) Portocalis | $445,578 | $445,578 | $2,000,021 | $2,891,177 | | Andrew Gerber | $362,033 | $222,650 | $500,013 | $1,084,696 |
2025 NEO Target Total Direct Compensation
| (1) Amount equals the grant date fair value of awards granted during the year ended December 31, 2025. Long-term equity represents the actual amount awarded because RSUs are not awarded pursuant to predetermined targets. |
2025 NEO Target Total Direct Compensation
| (2) Mr. Sharma was granted a large one-time RSU in recognition of his significant past dedication to and achievements with the Company, in order to address the fact that he had not previously been awarded any RSUs, to provide additional retention incentives to Mr. Sharma, to better align Mr. Sharma’s equity compensation with peers and the market and to further align his financial interests with those of our stockholders. |
Executive Compensation Policies and Practices
| What we do | What we don’t do | | ✓ Independent Compensation Committee Advisor. Our compensation committee engaged its own independent compensation consultant to assist with the design of the 2025 executive compensation program. | ✘ No “Golden Parachute” Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our NEOs might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code, or the Code. | | ✓ Compensation At-Risk. The executive compensation program is designed so that a significant portion of executive annual compensation is “at risk,” to align the interests of our NEOs and our stockholders. The 2025 annual incentive plan achievement for our NEOs was 118.2% of target based on the challenging goals set by our compensation committee. | ✘ No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements exclusively to our NEOs. | | ✓ Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest over multiple years and generally no portion of these awards vests until approximately 12 months after the grant date, consistent with current market practice and our retention objectives. | ✘ No Special Health and Welfare Benefits. Our NEOs participate in the same company-sponsored health and welfare benefits programs as our other full-time, salaried employees. | | ✓ Limited Perquisites. We provide minimal perquisites and other personal benefits to our NEOs. | ✘ No “Single Trigger” Change of Control Arrangements. No change of control payments or benefits are triggered simply by the occurrence of a change of control. All change-of-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change of control of the Company plus a qualifying termination of employment before payments and benefits are paid). | | ✓ Clawback Policy. In 2023, our board adopted a compensation recoupment, or “clawback” policy that satisfies the NYSE requirements regarding clawback policies. Our clawback policy provides for the recoupment of certain incentive-based compensation in the event we are required to restate our financial statements due to our material noncompliance with any financial reporting requirements under the securities laws. | ✘ No Hedging or Pledging. We have a policy that restricts employees from hedging our securities or pledging our securities as collateral. |
Governance of Executive Compensation Program
| Key Participants | Roles and Responsibilities | | Compensation Committee | Oversees our compensation and employee benefit and human capital objectives, plans and policies. Reviews and recommends for approval the individual compensation of our executive officers. The compensation committee is comprised of two independent directors. Its responsibilities related to the compensation of our NEOs include: • reviewing and approving our compensation programs and policies, including cash incentive and equity-based plans; and • reviewing and approving corporate goals and objectives related to the compensation of our NEOs, evaluating their performance and determining their base compensation levels and incentive compensation based on this evaluation. | | Chief Executive Officer | Makes recommendations to the compensation committee regarding our executive compensation plans and, for all other NEOs, proposes adjustments to base salaries and awards under our annual incentive compensation and long-term equity-based plan, establishes individual objectives and reviews with the compensation committee the performance of the other NEOs on their individual objectives. | | Compensation Consultant | The compensation committee relies on Compensia for independent executive compensation advice and support. Compensia is retained by, and works directly for, the compensation committee and attends meetings of the compensation committee, as requested by the committee chair. Compensia has no decision making authority regarding our executive compensation. Services provided include, among others: • updating and advising on the regulatory environment as it relates to executive compensation matters; • assisting the Company annually with its determination of its peer group, and providing benchmark data for the NEOs within the peer group; and • advising on trends and best practices in executive compensation and executive compensation plan design. |
Assessment of Competitive Compensation Practices
Assessment of Competitive Compensation Practices The compensation committee does not employ a strict formula in determining executive compensation. A number of factors are considered in determining executive base salaries, annual incentive opportunities and long-term incentive awards, including:
Assessment of Competitive Compensation Practices
| • | the executive’s responsibilities; |
Assessment of Competitive Compensation Practices
| • | the executive’s performance; |
Assessment of Competitive Compensation Practices
| • | the executive’s experience; |
Assessment of Competitive Compensation Practices
| • | internal equity within senior management; |
Assessment of Competitive Compensation Practices
| • | succession plans and business continuity; and |
Assessment of Competitive Compensation Practices
| • | competitive market data. |
Assessment of Competitive Compensation Practices
To compare our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of comparable technology companies. For 2025 pay decisions, the compensation committee used compensation data derived from the compensation peer group as updated in October 2024. The companies in this compensation peer group were selected on the basis of their comparable industry, business model and/or executive labor market, as well as their size and scope, based on these primary target screening criteria:
Assessment of Competitive Compensation Practices
| • | Headquartered in the U.S.; |
Assessment of Competitive Compensation Practices
| • | Financial technology and payment companies; |
Assessment of Competitive Compensation Practices
| • | Similar revenue size - 0.3x to 3.0x our last four fiscal quarter revenue of approximately $700 million (at the time of selection, we were at the 61st percentile of the chosen peers); and |
Assessment of Competitive Compensation Practices
| • | Similar market capitalization (30 day average) - 0.3x to 4.0x our market capitalization of approximately $2.7 billion (at the time of selection, we were at the 47th percentile of the chosen peers). |
Assessment of Competitive Compensation Practices
After consultation with Compensia, the compensation committee approved the following compensation peer group for 2025 compensation decisions:
Assessment of Competitive Compensation Practices
| ACI Worldwide | Marqeta | | Alkami Technology | nCino | | AvidXchange Holdings | Paycor HCM | | BILL Holdings | Payoneer Global | | Blackbaud | Q2 Holdings | | Flywire | Remitly Global | | i3 Verticals | Repay Holdings | | Intapp | Shift4 Payments | | Lightspeed Commerce | Vertex |
Assessment of Competitive Compensation Practices
To analyze the executive compensation practices of the companies in our compensation peer group, Compensia gathered data from proxy statements and Form 8-K filings. This information is supplemented with survey data from the Radford Global Compensation Database, focusing on U.S. public software companies with revenue between $200 million and $1.5 billion. Compensia utilizes this data to provide a broader market context for executive positions, ensuring that our compensation programs remain competitive not only against our direct peers but also within the wider talent market in which we compete for specialized leadership. The compensation committee reviews competitive data on base salary levels, annual incentives and long-term incentives for each executive and the NEO group as a whole. As noted above, the compensation committee generally does not target executive compensation to be at a certain percentile relative to peers and takes into consideration the scope, responsibility and skills required of each NEO’s position, each of our NEOs’ contributions and past performance, achievement of short- and long-term objectives, the competitive market (based on an analysis of compensation peer group and survey data) and internal pay parity. The compensation committee has considered the appropriate competitive target range to attract and retain the kind of executive talent necessary to successfully achieve our strategic objectives. The compensation committee’s objective is to establish target performance goals that will result in strong performance by our company. Executives may achieve higher actual compensation for exceptional performance relative to these target performance goals and below-median levels of compensation for performance that is not as strong as expected.
Elements of Executive Compensation
Elements of Executive Compensation In 2025, the primary elements of our executive compensation program consisted of base salary, an annual cash bonus opportunity and long-term incentive compensation in the form of time-based RSUs.
Annual Cash Incentives
Annual Cash Incentives Executive Incentive Compensation Plan Our NEOs are eligible to earn annual cash bonuses under our Executive Incentive Compensation Plan, or the EIC Plan. The EIC Plan is designed to reward the achievement of specific performance goals established annually by the compensation committee. Awards are generally paid in a single cash lump sum only after they are earned, and the NEO must be employed with us through the date the actual award is paid. Considerations for setting EIC Plan targets include the factors listed under “Assessment of Competitive Compensation Practices” above. The full text of the EIC Plan is filed as Exhibit 10.3 to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026. 2025 Executive Incentive Compensation Plan On March 13, 2025, the board of directors approved and adopted the 2025 Executive Incentive Compensation Program, or the 2025 Program, which was established under our EIC Plan. The board’s adoption of the 2025 Program followed the recommendation of the compensation committee, after a review by the compensation committee of our executive compensation program and related information provided by the compensation committee’s independent compensation consultant. The 2025 Program was designed to recognize attainment of corporate goals, reward individual performance and promote retention of our executive officers. The performance components under the 2025 Program were equally weighted and consisted of the following, with a performance target established for each of the four financial components, for the fiscal year ended December 31, 2025:
Annual Cash Incentives
| • | gross revenue, or Revenue; |
Annual Cash Incentives
| • | non-GAAP contribution profit, or CP; |
Annual Cash Incentives
| • | Adjusted EBITDA; |
Annual Cash Incentives
| • | Adjusted EBITDA less capitalized software, or Adjusted EBITDA-LCS; and |
Annual Cash Incentives
| • | individual performance. |
Annual Cash Incentives
Each component under the 2025 Program could be achieved and a corresponding payout made independent of the other components, but the minimum threshold (as described below) for at least two of the four financial components was required to be achieved before any bonus payments would be made. The compensation committee established targets under the 2025 Program that were challenging to meet and that would require material growth over the prior year in each component. All four of the financial components in the 2025 Program were also used in the 2024 incentive compensation program. Under the 2025 Program:
Annual Cash Incentives
| • | a minimum threshold equal to 90% of the Revenue and CP targets was required to be met before any bonus payments were made with respect to such components, and in the event either of the Revenue or CP targets were achieved at a level above 100% of the target for such components, the participant could receive up to an additional 10% payout with respect to such components; |
Annual Cash Incentives
| • | a minimum threshold equal to 80% of the Adjusted EBITDA and Adjusted EBITDA-LCS targets were required to be met before any bonus payments would be made with respect to such components, and in the event either of the Adjusted EBITDA or Adjusted EBITDA-LCS targets were achieved at a level above 100% of the target for such components, the participant could receive up to an additional 10% payout with respect to such components; and |
Annual Cash Incentives
| • | the individual performance component would receive a payment of 0% to 120% of target, as determined by the compensation committee. |
Annual Cash Incentives
The table below sets forth the annual target bonus opportunity under the 2025 Program for each NEO. Payment of the applicable bonus amount was subject to the NEO’s continued employment with us through the payment date.
Annual Cash Incentives
| Named Executive Officer | Base Salary | Target Cash Incentive (% of Base) | Target Cash Incentive ($) | | Dushyant Sharma | $371,315 | 192.9% | $716,267 | | Sanjay Kalra | $530,450 | 100.0% | $530,450 | | Gerasimos (Jerry) Portocalis | $445,578 | 100.0% | $445,578 | | Andrew Gerber | $362,033 | 61.5% | $222,650 |
Annual Cash Incentives
The tables below set forth certain information regarding the achievement and payout percentages for each of the 2025 Program metrics individually and the aggregate payout percentage under the 2025 Program.
2025 Program Payout Matrices for Financial Components
2025 Program Payout Matrices for Financial Components
Revenue and Contribution Profit
| Achievement Percentage | Payout Percentage | | Below 90% | 0% | | 90% | 50% | | 91%-95% | 50%-85% | | 96%-100% | 85%-100% | | Over 100%-110% | Actual Achievement percentage (100%-110%) plus up to an additional 10% |
Adjusted EBITDA and Adjusted EBITDA-LCS
| Achievement Percentage | Payout Percentage | | Below 80% | 0% | | 80% | 50% | | 81%-85% | 51%-70% | | 86%-90% | 71%-85% | | 91%-95% | 86%-95% | | 96%-100% | 96%-100% | | Over 100%-110% | Actual Achievement percentage (100%-110%) plus up to an additional 10% |
Actual 2025 Program Component Achievement
| Component | Plan Allocation | Percentage Achievement of Target(1) | Payout Percentage | Relative Metric Payout | | Revenue | 20% | 114.0% | 120.0% | 24.0% | | Contribution Profit(2) | 20% | 105.5% | 111.1% | 22.2% | | Adjusted EBITDA(2) | 20% | 121.6% | 120.0% | 24.0% | | Adjusted EBITDA-LCS(2) | 20% | 141.4% | 120.0% | 24.0% | | Individual Performance(3) | 20% | 120.0% | 120.0% | 24.0% | | Total Program Achievement Score | | | | 118.2% |
Actual 2025 Program Payout
Actual 2025 Program Payout
Actual 2025 Program Payout
| Executive Officer | Target Opportunity | 2025 Program Achievement Score(1) | 2025 Program Payout | | Dushyant Sharma | $716,267 | 118.2% | $846,768 | | Sanjay Kalra | $530,450 | 118.2% | $627,096 | | Gerasimos (Jerry) Portocalis | $445,578 | 118.2% | $526,760 | | Andrew Gerber | $222,650 | 118.2% | $263,216 |
Actual 2025 Program Payout
| (1) Percentages rounded to the nearest tenth. |
Actual 2025 Program Payout
In March 2026, our board of directors reviewed the 2025 Program achievement set forth above and determined, based on the recommendation of our compensation committee, that the amounts set forth above and in the column “Non-Equity Incentive Plan Compensation” of the “Summary Compensation Table” be paid. These 2025 Program bonus awards were paid to the NEOs in March 2026. 2025 Discretionary Bonuses In addition to the 2025 Program payouts above, in recognition of the exceptional financial performance of our company, including revenue exceeding $1 billion during the fiscal year ended December 31, 2025, the compensation committee and board approved the payment of additional discretionary one-time bonuses equal to 20% of the 2025 Program bonus payouts set forth above as follows: $169,354 for Mr. Sharma, $125,419 for Mr. Kalra, $105,352 for Mr. Portocalis and $52,643 for Mr. Gerber. These discretionary awards were paid to the NEOs in March 2026 and are set forth in the column “Bonus” of the “Summary Compensation Table.”
Long-Term Incentives
Long-Term Incentives 2021 Equity Incentive Plan We issue long-term equity incentive awards under our 2021 Equity Incentive Plan, or the 2021 Plan. The purposes of the 2021 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants, and to promote the success of our business. Our compensation committee administers the 2021 Plan and determines the specific terms of awards, including the vesting period and performance conditions, if any, applicable to such awards. Although we have only granted time-based RSUs under the 2021 Plan, the compensation committee is permitted to grant the following types of awards to our employees, including our NEOs, directors and consultants, and any of our parent or subsidiary corporations’ employees and consultants:
Long-Term Incentives
| • | incentive stock options, within the meaning of Section 422 of the Code; |
Long-Term Incentives
| • | nonstatutory stock options; |
Long-Term Incentives
| • | restricted stock; |
Long-Term Incentives
| • | restricted stock units; |
Long-Term Incentives
| • | stock appreciation rights; and |
Long-Term Incentives
| • | performance awards. |
Long-Term Incentives
For more information, please see (i) the full text of the 2021 Plan and forms of award agreements, which are filed as Exhibits 10.14, 10.15, 10.17, 10.20, 10.21 and 10.22, respectively, to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026, and (ii) form of restricted stock unit award agreement for employees, which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 13, 2026. 2025 Restricted Stock Unit Grants To further align the interests of management and stockholders, a significant portion of each NEO’s total direct compensation is in the form of time-based restricted stock units granted under the 2021 Plan. We believe such awards promote strategic and operational decisions that align the long-term interests of management and the stockholders and help retain executives. Considerations for amounts of RSUs granted to our NEOs include the factors listed under “Assessment of Competitive Compensation Practices” above. In March 2025, the board of directors, on the recommendation of the compensation committee, granted RSUs to Messrs. Kalra, Portocalis and Gerber, in the amounts shown in the table below, all of which vest over five years, subject to continued service through the applicable vesting date. Mr. Kalra received this RSU grant in lieu of the RSU grant scheduled for the second anniversary of his start date, as set forth in his confirmatory employment letter dated as of March 6, 2023.
Long-Term Incentives
| Name | Number of RSUs (#) | Grant Date Fair Value ($) | | Sanjay Kalra | 68,447 | 2,000,021 | | Gerasimos (Jerry) Portocalis | 68,447 | 2,000,021 | | Andrew Gerber | 17,112 | 500,013 |
Long-Term Incentives
CEO Long-Term Incentive Beginning in November 2024, the compensation committee, with support from Compensia, initiated a review of Mr. Sharma’s compensation, focusing on his long-term incentives. In connection with this review, the compensation committee evaluated Mr. Sharma’s compensation during his tenure as CEO as well as market data among peer companies, with an objective of ensuring ongoing pay that:
Long-Term Incentives
| • | is competitive with market norms, including among our peers, and reflecting his service as our chairman, president and chief executive officer; |
Long-Term Incentives
| • | aligns Mr. Sharma’s interests with those of our stockholders; and |
Long-Term Incentives
| • | provides retention and motivation incentives above and beyond Mr. Sharma’s owned shares and fully vested 2019 stock option award. |
Long-Term Incentives
Based on this review, in July 2025, the board of directors, on the recommendation of the compensation committee, granted Mr. Sharma 1,100,000 RSUs in recognition of his significant past dedication to and achievements with the Company, in order to address the fact that he had not previously been awarded any RSUs, to provide additional retention incentives to Mr. Sharma, to better align Mr. Sharma’s equity compensation with peers and the market and to further align his financial interests with those of our stockholders. Mr. Sharma’s RSUs, which had a grant date fair value of $34,232,000, vest over four years, subject to continued service through the applicable vesting date.
Executive Compensation Program Changes for 2026
| • | Target bonus opportunities for Messrs. Sharma, Kalra, Portocalis and Gerber were established at 192.9%, 100.0%, 100.0% and 61.5%, respectively, of their 2026 base salaries. |
Executive Compensation Program Changes for 2026
| • | Mr. Sharma received a grant of 480,000 RSUs, and Messrs. Kalra and Portocalis each received a grant of 139,644 RSUs. Mr. Gerber received a grant of 23,274 RSUs, but that award was forfeited upon his resignation effective April 6, 2026. |
Employment Arrangements
Employment Arrangements We have entered into confirmatory employment letter agreements with each of our NEOs. These agreements have no specific fixed term and constitute at-will employment. Each letter sets forth the executive’s initial base salary, target annual bonus opportunity and eligibility to participate in our equity incentive plans and standard employee benefit programs. The agreements also entitle our NEOs to enter into change in control and severance agreements, as described below. The agreements for Messrs. Sharma, Kalra, Portocalis and Gerber are filed as Exhibits 10.5, 10.6, 10.7 and 10.8, respectively, to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026.
Change in Control and Severance Agreements
Change in Control and Severance Agreements We maintain change in control and severance agreements with our NEOs to ensure leadership continuity and align executives’ interests with those of our stockholders during periods of transition. Benefits are triggered if an executive is terminated by us without “cause” or resigns for a “good reason,” either of which we call a “qualifying termination.” The level of protection depends on whether the termination occurs during or outside the change in control period, which is three months prior to twelve months after a change in control.
Change in Control and Severance Agreements
| Benefit Component | Qualifying Termination (Not Within CIC Period) | Qualifying Termination in Connection with a Change in Control | | Cash Severance | CEO: Continued payment of base salary for 12 months + prorated bonus | CEO: Lump sum payment of 100% of base salary + prorated bonus | | | Other NEOs: Continued payment of base salary for 6 months | Other NEOs: Lump sum payment of 75% of base salary + prorated bonus | | Equity Vesting | No automatic acceleration | 100% acceleration of all unvested time-based awards | | COBRA (Health Insurance) | CEO: 12 months | CEO: 12 months | | | Other NEOs: 6 months | Other NEOs: 9 months |
Change in Control and Severance Agreements
Vesting acceleration and enhanced cash payments require both a change in control and a qualifying termination. We do not provide “gross-up” payments for Section 280G excise taxes. Instead, payments are subject to a “best-of-net” provision intended to ensure the most tax-efficient outcome for the NEO without additional cost to us. All benefits are contingent upon the NEO signing a general release of claims in our favor.
Insider Trading Policy
Insider Trading Policy Under our insider trading policy, all of our employees, including our executive officers, directors, consultants, contractors and advisors, are prohibited from, directly or indirectly, among other things, (i) engaging in short sales, (ii) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (iii) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (iv) pledging any of our securities as collateral for any loans and (v) holding our securities in a margin account. In addition, unless an exception is granted, the insider trading policy prohibits our NEOs from purchasing or selling our common stock outside of a valid trading plan adopted under Exchange Act Rule 10b5-1.
Tax and Accounting Considerations
| • | Accounting for Stock-Based Compensation: We account for our time-based RSUs in accordance with ASC Topic 718. The accounting expense for these awards is based on the fair value of our common stock on the date of grant and is recognized as a compensation expense over the applicable vesting period (typically four or five years). |
Tax and Accounting Considerations
| • | Deferred Compensation (Section 409A): Our EIC Plan and RSU award agreements are designed to be exempt from or comply with Section 409A to ensure that our executives are not subject to unintended additional taxes or penalties on their earned compensation. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation reportable for our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dushyant Sharma | 2025 | 371,315 | 169,354 | 34,232,000 | 846,768 | 10,369 | 35,629,806 | | Chairman, President and Chief Executive Officer | 2024 2023 | 358,551 350,000 | — 757,350 | — — | 834,485 — | 16,174 13,838 | 1,209,210 1,121,188 | | Sanjay Kalra(5) | 2025 | 530,450 | 125,419 | 2,000,021 | 627,096 | 13,399 | 3,296,385 | | Senior Vice President and Chief Financial Officer | 2024 2023 | 512,216 399,446 | — — | 2,000,011 4,000,005 | 618,000 467,500 | 10,077 546 | 3,140,304 4,867,497 | | Gerasimos (Jerry) Portocalis | 2025 | 445,578 | 105,352 | 2,000,021 | 526,760 | 413 | 3,078,124 | | Chief Commercial Officer | 2024 2023 | 430,261 416,591 | 108,150 — | 2,000,011 — | 324,450 294,563 | 1,980 1,290 | 2,864,852 712,444 | | Andrew Gerber(6) | 2025 | 362,033 | 52,643 | 500,013 | 263,216 | 10,341 | 1,188,246 | | Former General Counsel and Secretary | 2024 2023 | 349,588 338,480 | — — | 600,005 559,500 | 259,398 235,651 | 10,030 9,752 | 1,219,021 1,143,383 |
Summary Compensation Table
| (1) Amounts earned in 2023 were paid in 2024, amounts earned in 2024 were paid in 2025 and amounts earned in 2025 were paid in 2026. For 2025 bonus payments, see the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Cash Incentives—2025 Discretionary Bonuses.” |
Summary Compensation Table
| (2) In accordance with SEC rules, the amounts represent the aggregate grant date fair value of restricted stock units granted during 2023, 2024 and 2025 computed in accordance with ASC Topic 718, rather than the amounts paid or realized by the NEO. We provide information regarding the assumptions used to calculate the value of all restricted stock units granted to our NEOs in Note 11—Stock-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026. |
Summary Compensation Table
| (3) The amounts represent bonuses earned and payable pursuant to the 2025 Program upon the achievement of corporate objectives. Amounts earned in 2023 were paid in 2024, amounts earned in 2024 were paid in 2025 and amounts earned in 2025 were paid in 2026. See the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Cash Incentives—2025 Executive Incentive Compensation Plan.” |
Summary Compensation Table
| (4) The amounts for 2025 include the value of 401(k) matching contributions ($9,079, $12,709 and $9,051 for Messrs. Sharma, Kalra and Gerber, respectively) and group term life insurance premiums paid by us ($1,290, $690, $413 and $1,290 for Messrs. Sharma, Kalra, Portocalis and Gerber, respectively). |
Summary Compensation Table
| (5) Mr. Kalra joined us on March 6, 2023. |
Summary Compensation Table
| (6) Mr. Gerber served as our General Counsel and Secretary until April 6, 2026. |
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Unit (#) (5) | Grant Date Fair Value of Stock Awards ($)(6) | | Name | Grant Date | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | | | | Dushyant Sharma | | | | | | | | Annual Incentive | — | 286,507 | 716,267 | 859,520 | — | — | | RSU | 7/2/2025 | — | — | — | 1,100,000 | 34,232,000 | | Sanjay Kalra | | | | | | | | Annual Incentive | — | 212,180 | 530,450 | 636,540 | — | — | | RSU | 3/13/2025 | — | — | — | 68,447 | 2,000,021 | | Gerasimos (Jerry) Portocalis | | | | | | | | Annual Incentive | — | 178,231 | 445,578 | 534,694 | — | — | | RSU | 3/13/2025 | — | — | — | 68,447 | 2,000,021 | | Andrew Gerber | | | | | | | | Annual Incentive | — | 89,060 | 222,650 | 267,180 | — | — | | RSU | 3/13/2025 | — | — | — | 17,112 | 500,013 |
Grants of Plan-Based Awards During 2025
| (1) Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns related to cash incentive compensation opportunities under our 2025 Program, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Cash Incentives—2025 Executive Incentive Compensation Plan.” |
Grants of Plan-Based Awards During 2025
| (2) The threshold amounts in this column assume (i) we reached threshold achievement (50%) on each of the financial components and (ii) individual performance received a payout of 0%. |
Grants of Plan-Based Awards During 2025
| (3) The target amounts in this column assume (i) we reached target achievement (100%) on each of the financial components and (ii) individual performance received a payout of 100%. |
Grants of Plan-Based Awards During 2025
| (4) The maximum amounts in this column assume (i) we reached maximum achievement (110%) plus 10% (totaling 120%) on each of the financial components and (ii) individual performance received a payout of 120%. |
Grants of Plan-Based Awards During 2025
| (5) Amounts in the “All Other Stock Awards: Number of Shares of Stock or Unit” column represent time-based restricted stock units. See the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentives.” |
Grants of Plan-Based Awards During 2025
| (6) The amounts represent the aggregate grant date fair value of restricted stock units granted during 2025 computed in accordance with ASC Topic 718. |
Grants of Plan-Based Awards During 2025
During 2025, we did not grant any performance-based equity awards or stock options.
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | | Dushyant Sharma | 3,304,870(2) | — | 8.66 | 4/8/2029 | 962,500(3) | 30,405,375 | | Sanjay Kalra | — | — | — | — | 311,667(4) | 9,845,561 | | Gerasimos (Jerry) Portocalis | 8,333(2) | — | 8.66 | 8/27/2029 | 159,184(5) | 5,028,623 | | Andrew Gerber | — | — | — | — | 78,804(6) | 2,489,418 |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (1) The market value is based on the closing price of our common stock on the NYSE on December 31, 2025, of $31.59, multiplied by the number of restricted stock units. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (2) The options were fully vested as of December 31, 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (3) Mr. Sharma’s award is scheduled to vest over four years, with 1/16th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2025, subject to continued service through the applicable vesting date. Quarterly Vesting Dates with respect to any calendar year means February 15, May 15, August 15 and November 15. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (4) Mr. Kalra has three awards of restricted stock units. The first award, with 178,149 units that have not yet vested, is scheduled to vest over four years, with 1/4th vesting on March 6, 2024 and 1/16th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2024, subject to continued service through the applicable vesting date. The second award, with 65,071 units that have not yet vested, is scheduled to vest over four years, with 1/4th vesting on March 8, 2025 and 1/16th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2025, subject to continued service through the applicable vesting date. The third award, with 68,447 units that have not yet vested, is scheduled to vest over five years, with 1/5th vesting on March 13, 2026 and 1/20th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2026, subject to continued service through the applicable vesting date. Quarterly Vesting Dates with respect to any calendar year means February 15, May 15, August 15 and November 15. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (5) Mr. Portocalis has three awards of restricted stock units. The first award, with 17,857 units that have not yet vested, is scheduled to vest over four years, with 1/4th vesting on June 23, 2023, and 1/16th vesting on a quarterly basis thereafter on each Quarterly Vesting Date, beginning on November 15, 2023, subject to continued employment with us through the applicable vesting date. The second award, with 72,880 units that have not yet vested, is scheduled to vest over five years, with 1/5th vesting on March 8, 2025 and 1/20th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2025, subject to continued employment with us through the applicable vesting date. The third award, with 68,447 units that have not yet vested, is scheduled to vest over five years, with 1/5th vesting on March 13, 2026 and 1/20th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2026, subject to continued service through the applicable vesting date. Quarterly Vesting Dates with respect to any calendar year means February 15, May 15, August 15 and November 15. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (6) Mr. Gerber had four awards of restricted stock units. The first award, with 17,953 units that have not vested, is scheduled to vest over five years, with 1/5th vesting on February 3, 2023 and 1/20th vesting on a quarterly basis thereafter on each Quarterly Vesting Date beginning on May 15, 2023, subject to continued employment with us through the applicable vesting date. The second award, with 21,875 units that have not yet vested, is scheduled to vest over four years, with 1/4th vesting on June 20, 2024 and 1/16th vesting on a quarterly basis on each Quarterly Vesting Date beginning on November 15, 2024, subject to continued employment with us through the applicable vesting date. The third award, with 21,864 units that have not yet vested, is scheduled to vest over five years, with 1/5th vesting on March 8, 2025 and 1/20th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2025, subject to continued employment with us through the applicable vesting date. The fourth award, with 17,112 units that have not yet vested, is scheduled to vest over five years, with 1/5th vesting on March 13, 2026 and 1/20th vesting on a quarterly basis on each Quarterly Vesting Date beginning on August 15, 2026, subject to continued service through the applicable vesting date. Quarterly Vesting Dates with respect to any calendar year means February 15, May 15, August 15 and November 15. Mr. Gerber forfeited all equity awards that remained unvested as of his departure on April 6, 2026. |
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table sets forth information concerning the vesting of shares for our NEOs in 2025. There were no options exercised by NEOs in 2025.
Option Exercises and Stock Vested During 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dushyant Sharma | 137,500 | 5,166,563 | | Sanjay Kalra | 157,806 | 5,478,513 | | Gerasimos (Jerry) Portocalis | 55,043 | 1,802,694 | | Andrew Gerber | 36,233 | 1,255,415 |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below, assuming that the triggering event took place on December 31, 2025, the last day of our fiscal year:
Potential Payments Upon Termination or Change of Control
| Name/Triggering Event | Cash Severance ($)(1) | Accelerated Vesting of Equity Awards ($)(2) | COBRA Premiums ($)(3) | Total Termination Benefits ($) | | Dushyant Sharma | | | | | | Qualifying Termination Not Within the Change in Control Period(4) | 1,087,582 | — | 33,754 | 1,121,336 | | Qualifying Termination in Connection with a Change in Control(5) | 1,087,582 | 30,405,375 | 33,754 | 31,526,711 | | Sanjay Kalra | | | | | | Qualifying Termination Not Within the Change in Control Period(4) | 265,225 | — | 16,877 | 282,102 | | Qualifying Termination in Connection with a Change in Control(5) | 928,288 | 9,845,561 | 25,316 | 10,799,165 | | Gerasimos (Jerry) Portocalis | | | | | | Qualifying Termination Not Within the Change in Control Period(4) | 222,789 | — | 16,588 | 239,377 | | Qualifying Termination in Connection with a Change in Control(5) | 779,762 | 5,028,623 | 24,882 | 5,833,267 | | Andrew Gerber | | | | | | Qualifying Termination Not Within the Change in Control Period(4) | 181,017 | — | 16,877 | 197,894 | | Qualifying Termination in Connection with a Change in Control(5) | 494,175 | 2,489,418 | 25,316 | 3,008,909 |
Potential Payments Upon Termination or Change of Control
| (1) See explanation below of cash severance payouts provided under our change in control and severance agreements. |
Potential Payments Upon Termination or Change of Control
| (2) Under our change in control and severance agreements, equity vesting acceleration only occurs in the event of a qualifying termination in connection with a change in control, as described below. The amounts shown in this column reflect the aggregate number of unvested RSUs multiplied by $31.59, the closing price of our common stock on December 31, 2025. |
Potential Payments Upon Termination or Change of Control
| (3) See explanation below of COBRA benefits provided under our change in control and severance agreements. |
Potential Payments Upon Termination or Change of Control
| (4) A qualifying termination is a termination by us without “cause” and other than due to his death or disability, or by the NEO for “good reason,” as further described below. |
Potential Payments Upon Termination or Change of Control
| (5) A qualifying termination is considered “in connection with a change in control” if such termination occurs during the period beginning on the date that is three months prior to the date of a change in control and ending on (and inclusive of) the one-year anniversary date of such change in control, as further described below. |
Potential Payments Upon Termination or Change of Control
We have entered into a change in control and severance agreement, or severance agreement, with each of our NEOs, which provides for certain benefits in connection with certain qualifying involuntary terminations, including in connection with a change in control. If the NEO’s employment is terminated outside the period beginning on the date that is three months prior to the date of a change in control and ending on (and inclusive of) the one-year anniversary date of such change in control, or the change in control period, either (i) by us without “cause” and other than due to his death or disability, or (ii) by the NEO for “good reason” (as such terms are defined in the severance agreement), the NEO will receive the following benefits, provided he timely signs and does not revoke a separation agreement and release of claims in our favor:
Potential Payments Upon Termination or Change of Control
| • | continuing payments of the NEO’s base salary for a period of six months (or, in the case of Mr. Sharma, 12 months) following the date of such termination; |
Potential Payments Upon Termination or Change of Control
| • | in the case of Mr. Sharma, a lump sum cash payment equal to Mr. Sharma’s annual target bonus, prorated for the period during which Mr. Sharma was employed by us in the calendar year such termination occurs; and |
Potential Payments Upon Termination or Change of Control
| • | if the NEO and his eligible dependents (if any) have qualifying health care at the time of such termination, then company-paid premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for up to 12 months in the case of Mr. Sharma and his eligible dependents, if any, and up to six months for each other NEO and his eligible dependents, if any. |
Potential Payments Upon Termination or Change of Control
If, during the change in control period, the employment of a NEO is terminated either (i) by us without cause and other than due to his death or disability, or (ii) by the NEO for good reason, the NEO will receive the following benefits, provided he timely signs and does not revoke a separation agreement and release of claims with us:
Potential Payments Upon Termination or Change of Control
| • | a lump sum cash payment equal to 75% (or, in the case of Mr. Sharma, 100%) of the greater of the NEO’s annual base salary in effect immediately prior to his termination, or the NEO’s annual base salary in effect immediately prior to the change in control; |
Potential Payments Upon Termination or Change of Control
| • | a lump sum cash payment equal to the NEO’s annual target bonus, prorated for the period during which the NEO was employed by us in the calendar year such termination occurs; |
Potential Payments Upon Termination or Change of Control
| • | if the NEO and his eligible dependents (if any) have qualifying health care at the time of such termination, then company-paid premiums for coverage under COBRA for up to 12 months in the case of Mr. Sharma and his eligible dependents, if any, and up to nine months for each other NEO and his eligible dependents, if any; and |
Potential Payments Upon Termination or Change of Control
| • | vesting acceleration of 100% of the shares subject to the NEO’s outstanding and unvested time-based equity awards. |
Potential Payments Upon Termination or Change of Control
If any of the amounts provided for under the severance agreement otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code, and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. The severance agreements do not provide for any Section 280G-related tax gross-up payments from us. Under each severance agreement, “cause” generally means the applicable NEO’s:
Potential Payments Upon Termination or Change of Control
| • | commission of a criminal offense involving moral turpitude or dishonesty, theft or fraud against us or any of our affiliates or any of our customers, suppliers, licensors, licensees, employees or other business relations, which has or reasonably could have a material negative effect on us or any of our affiliates; |
Potential Payments Upon Termination or Change of Control
| • | substantial and repeated failure to perform duties as reasonably directed; |
Potential Payments Upon Termination or Change of Control
| • | gross negligence or willful misconduct with respect to us or any of our affiliates or any of our customers, suppliers, licensors, licensees, employees or other business relations; |
Potential Payments Upon Termination or Change of Control
| • | breach of fiduciary duty with respect to us or any of our affiliates, customers, suppliers, licensors, licensees, employees or other business relations, which has or reasonably could have a material negative effect on us or any of our affiliates; |
Potential Payments Upon Termination or Change of Control
| • | repeated conduct causing us or any of our affiliates substantial public disgrace or disrepute or substantial economic harm; |
Potential Payments Upon Termination or Change of Control
| • | any act or omission aiding or abetting a competitor, supplier or customer of ours or any of our affiliates to the material disadvantage or detriment of us and our affiliates; |
Potential Payments Upon Termination or Change of Control
| • | a material failure to observe our policies or standards regarding employment practices as in effect from time to time; or |
Potential Payments Upon Termination or Change of Control
| • | a failure to cooperate in good faith with a governmental or internal investigation of us or our directors, officers or employees if we or our board of directors has requested the NEO’s cooperation. |
Potential Payments Upon Termination or Change of Control
Under each severance agreement, “good reason” generally means that the NEO resigns his employment with us within 90 days following the end of our cure period discussed below as a result of any of the following that occurs without the NEO’s written consent:
Potential Payments Upon Termination or Change of Control
| • | a material reduction in the NEO’s base salary as in effect immediately prior to such reduction (in other words, a reduction of at least 10%), provided that an across-the-board reduction in the salary level of all other similarly situated employees by the same percentage amount as part of a general salary level reduction would not constitute such a reduction; |
Potential Payments Upon Termination or Change of Control
| • | a relocation of the NEO’s principal work location to a principal work location more than 35 miles from the NEO’s then present location; |
Potential Payments Upon Termination or Change of Control
| • | the failure by us to obtain assumption of the severance agreement by any successor of ours in accordance with the terms of the agreement; or |
Potential Payments Upon Termination or Change of Control
| • | a material breach by us of the severance agreement or any other written agreement between the NEO and us, relating to any material terms of the NEO’s employment with us. |
Potential Payments Upon Termination or Change of Control
In order to qualify as “good reason,” the NEO must provide us with written notice of the acts or omissions constituting the grounds for good reason within 90 days following the initial existence of the grounds for good reason, and we must have failed to cure such event within 30 days after receipt of such notice.
Pay vs. Performance
Pay vs. Performance This section is the Pay versus Performance disclosure required by the SEC. The tabular disclosure below includes the SEC-defined “Compensation Actually Paid,” or CAP, for our principal executive officer, or PEO, and the average CAP for our other NEOs for each of the most recent three fiscal years. Because of the changes in value of unvested equity awards, the CAP does not represent amounts actually paid to or earned by those individuals. The disclosure also presents information regarding total shareholder return and financial performance metrics. Amounts referencing the Summary Compensation Table, or SCT, can be found on page 45.
Pay vs. Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table (SCT) Total for PEO ($) (1) | Compensation Actually Paid (CAP) to PEO ($) (3) | Average SCT Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Total Shareholder Return (TSR) ($) (4) | Peer Group Total Shareholder Return ($) (5) | Net Income ($ in millions) (6) | Revenue ($ in millions) | | 2025 | 35,629,806(2) | 36,969,744(2) | 2,520,918 | 2,632,944 | 394 | 267 | 66.9 | 1,196.5 | | 2024 | 1,209,210 | 1,408,052 | 3,002,578 | 7,205,210 | 408 | 216 | 44.2 | 871.7 | | 2023 | 1,121,188 | 1,722,672 | 3,005,440 | 5,684,945 | 223 | 158 | 22.3 | 614.5 |
Pay vs. Performance
| (1) Mr. Sharma, President and CEO, is the principal executive officer, or PEO, for each year represented. The other NEOs represented in the Non-PEO average amounts above are: |
Pay vs. Performance
| • | 2025: Messrs. Kalra, Portocalis and Gerber |
Pay vs. Performance
| • | 2024: Messrs. Kalra and Portocalis |
Pay vs. Performance
| • | 2023: Messrs. Kalra and Gerber |
Pay vs. Performance
| (2) Includes the one-time RSU grant to Mr. Sharma, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentives—CEO Long-Term Incentive.” |
Pay vs. Performance
| (3) CAP does not mean that our NEOs actually earned, realized or received those amounts in the listed year. To calculate CAP, the following amounts were deducted from and added to the SCT total compensation for the PEO and Non-PEO NEOs, respectively: |
Pay vs. Performance
| Reconciliation of SCT Total Compensation to CAP for PEO | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | | SCT Total Compensation | 35,629,806 | 1,209,210 | 1,121,188 | | DEDUCTIONS | | | | | Grant Date Fair Value of Stock Awards Reported in SCT | (34,232,000) | 0 | 0 | | ADDITIONS | | | | | Year-End Fair Value for Unvested Stock Awards Granted During the Year | 30,405,375 | 0 | 0 | | Fair Value as of Vesting Date for Stock Awards Granted and Vesting During the Year | 5,166,563 | 0 | 0 | | Increase (Decrease) in Fair Value During the Year for Unvested Option Awards Granted in Prior Years | 0 | 0 | 429,081 | | Increase (Decrease) in Fair Value from Prior Year Year-End to Vesting Date for Prior Years’ Option Awards that Vested During Year | 0 | 198,842 | 172,403 | | CAP | 36,969,744 | 1,408,052 | 1,722,672 |
Pay vs. Performance
| Reconciliation of SCT Total Compensation to CAP for Average Non-PEO NEOs | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | | SCT Total Compensation | 2,520,918 | 3,002,578 | 3,005,440 | | DEDUCTIONS | | | | | Grant Date Fair Value of Stock Awards Reported in SCT | (1,500,018) | (2,000,011) | (2,279,753) | | ADDITIONS | | | | | Year-End Fair Value for Unvested Stock Awards Granted During the Year | 1,621,683 | 3,401,372 | 4,691,411 | | Increase (Decrease) in Fair Value During the Year for Unvested Option and Stock Awards Granted in Prior Years | (142,434) | 2,505,492 | 230,127 | | Increase (Decrease) in Fair Value from Prior Year Year-End to Vesting Date for Prior Years’ Option and Stock Awards that Vested During Year | 132,795 | 295,779 | 37,720 | | CAP | 2,632,944 | 7,205,210 | 5,684,945 |
Pay vs. Performance
| (4) TSR is calculated by assuming that a $100 investment was made on December 31, 2022. |
Pay vs. Performance
| (5) The peer group used is the Standard and Poor’s 500 Information Technology Index, which is the peer group represented in Part II, Item 5 of our Annual Report on Form 10-K for each of the fiscal years shown in the table. |
Pay vs. Performance
| (6) The dollar amounts reported are our GAAP net income as reflected in our audited financial statements. |
Narrative Disclosure to the Pay vs. Performance Table
Narrative Disclosure to the Pay vs. Performance Table The three items listed below represent the most important financial measures used to link executive compensation to our performance for 2025. Each item is a separate metric within our 2025 Program, as further described beginning on page 38.
Narrative Disclosure to the Pay vs. Performance Table
| Most Important Performance Measures | | Revenue Non-GAAP contribution profit Adjusted EBITDA |
Narrative Disclosure to the Pay vs. Performance Table
The following graphs provide visual representations of the relationship between both the CAP of our PEO (CEO) and the average CAP of our non-PEO NEOs and our (i) TSR, (ii) Net Income and (iii) company-selected metric, Revenue, as well as depicting the relationship between our own TSR and a peer group TSR. The amounts shown for 2025 CEO CAP include the one-time RSU grant to Mr. Sharma described elsewhere in this proxy statement. The graph below illustrates the correlation between CAP and TSR of our common stock. The TSR amounts in the graph assume the investment of $100 on December 31, 2022. The graph below compares the TSR for our common stock to the TSR of the Standard and Poor’s 500 Information Technology Index over a three-year period. The TSR amounts in the chart assume the investment of $100 on December 31, 2022. The graph below compares our CAP to our Net Income. Net income is not a metric included, or otherwise a consideration, in our executive compensation program. The graph below compares our CAP to our Revenue. Revenue is our company selected measure as required to be identified by the SEC and is one of the equally weighted measures in our annual cash incentive plan, the 2025 Program.