DEF 14A of LifeStance Health Group, Inc., Apr 22, 2026

DEF 14A of LifeStance Health Group, Inc.

Filed Apr 22, 2026 · FY20250001193125-26-170798

Open on EDGAR

  1. What vote is required to approve the election of directors (Proposal 1)?

    What vote is required to approve the election of directors (Proposal 1)? Director nominees are elected by plurality vote. Therefore, if you do not vote “for” a nominee, or you “withhold” authority to vote for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1. What vote is required to ratify the selection of PwC as the Company’s independent registered public accounting firm for the year ended December 31, 2026 (Proposal 2)? Proposal 2 will be approved if a majority of the votes cast affirmatively or negatively on the matter is cast “for” the proposal. You may vote “for” or “against,” or abstain from voting on Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of Proposal 2.

  2. Election of Directors

    Election of Directors Our business operates under the direction of our Board of Directors. In accordance with our Amended and Restated Certificate of Incorporation, our Board of Directors consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2028, 2026, and 2027, respectively. Mr. Black, Mr. Bourdon, Mr. Shuey and Dr. Bessler are the Class II directors whose terms expire at the Annual Meeting. Our Board of Directors has nominated, and stockholders are being asked to reelect, Mr. Bourdon and Dr. Bessler for three-year terms expiring at our 2029 annual meeting of stockholders. If elected, the nominees will each hold office until the conclusion of our 2029 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal. Mr. Black and Mr. Shuey will not stand for re-election as directors at the Annual Meeting and their terms will expire at the Annual Meeting. Upon the election of the nominated directors, and with the expiration of Messrs. Black's and Shuey's terms as directors, our Board of Directors will have eight members. Accordingly, the Board of Directors has reduced the size of the Board of Directors to eight directors, effective upon the conclusion of the Annual Meeting. The Board of Directors is not aware of any nominee who will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is shown later in this Proxy Statement. The Board of Directors recommends a vote FOR the election of each of the nominees as director.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the name, age, and position, as of April 10, 2026, of individuals who currently serve as directors on our Board of Directors.

  4. BOARD OF DIRECTORS

    | Name | Age | Position | | Kenneth Burdick | 67 | Chairperson of the Board of Directors | | Robert Bessler | 54 | Director | | Darren Black (1) | 54 | Director | | David Bourdon | 57 | Director and Chief Executive Officer | | Teresa DeLuca | 60 | Director | | Eric Palmer | 49 | Director | | Sarah Personette | 47 | Director | | Jeffrey Rhodes | 51 | Director | | Eric Shuey (1) | 58 | Director | | Katherine Wood | 41 | Director |

  5. BOARD OF DIRECTORS

    (1) Darren Black and Eric Shuey will not stand for re-election as directors at the Annual Meeting and their terms will expire at the Annual Meeting.

  6. Nominees for Class II Directors

    Nominees for Class II Directors David Bourdon has served as our Chief Executive Officer and a member of our Board of Directors since March 2025. Previously, Mr. Bourdon served as our Chief Financial Officer and Treasurer from November 2022 until March 2025. Prior to joining LifeStance, Mr. Bourdon served as the Chief Financial Officer of Magellan Health, Inc., from September 2020 until November 2022. Mr. Bourdon previously served in multiple roles at Cigna Corporation since 1999, including as Senior Vice President, Chief Financial Officer - Integrated Medical, International Markets and Group Life & Disability of Cigna from December 2018 through September 2020, Chief Financial Officer, Cigna U.S. Commercial Employer Healthcare and Group Life & Disability from June 2017 through December 2018 and as Chief Financial Officer, Cigna International Markets from August 2013 through May 2017. Mr. Bourdon holds a Bachelor of Science from the United States Coast Guard Academy and an MBA from the University of Maryland, Robert H. Smith School of Business. We believe Mr. Bourdon is qualified to serve on our Board of Directors based on his knowledge of our Company through his role as our Chief Executive Officer. Robert Bessler, M.D. has served on our Board of Directors since 2017. Dr. Bessler founded Sound Physicians in 2001 and served as its Chief Executive Officer and Chairman until September 2023. Since April 2024, Dr. Bessler has served as Chief Executive Officer of Honest Health. Dr. Bessler also serves on the boards of directors of private organizations, including UpStream Rehabilitation and BroadJump, LLC. Dr. Bessler holds a Bachelors’ degree from Tufts University and an MD from Case Western Reserve University School of Medicine. Dr. Bessler completed his residency in emergency medicine at the MetroHealth Medical Center and Cleveland Clinic, in Cleveland Ohio. We believe Dr. Bessler is qualified to serve on our Board of Directors based on his experience and leadership roles in the medical industry.

  7. Class III Directors with Terms Expiring in 2027

    Class III Directors with Terms Expiring in 2027 Kenneth Burdick has served as our Executive Chairperson of our Board of Directors since March 2025. Previously, Mr. Burdick served as our Chief Executive Officer and Chairman of our Board of Directors from September 2022 until March 2025. Prior to joining LifeStance, Mr. Burdick served as the Executive Vice President of Markets and Products of Centene Corporation from January 2020 until February 2021. Mr. Burdick served as the Chief Executive Officer of WellCare Health Plans, Inc. from 2015 until January 2020 when the company was acquired by Centene. Mr. Burdick joined WellCare in 2014, serving initially as President, National Health Plans and then as President and Chief Operating Officer. Mr. Burdick served as the President and Chief Executive Officer of Blue Cross and Blue Shield of Minnesota from February 2012 to July 2012. From August 2010 to February 2012, Mr. Burdick served as Chief Executive Officer of the Medicaid and Behavioral Health businesses of Coventry Health Care, Inc. From October 1995 to May 2009, Mr. Burdick held a variety of positions with UnitedHealth Group, Inc., including Chief Executive Officer of UnitedHealthcare from 2006 to 2008 and Chief Executive Officer of Secured Horizons (Medicare division of UnitedHealthcare) from 2008 to 2009. Mr. Burdick currently serves on the Board of Directors of Centene Corporation. He also served on the Board of Directors of Big Brothers Big Sisters of America from 2017 to 2022, including as National Board Chair from July 2018 to June 2022. Mr. Burdick holds a BA in American Studies from Amherst College and a JD from the University of Connecticut School of Law. We believe Mr. Burdick is qualified to serve on our Board of Directors based on his knowledge of our business, strategy, people and operations and his leadership experience, including as our prior Chief Executive Officer. Jeffrey Rhodes has served on our Board of Directors since 2020. Mr. Rhodes is a Co-Managing Partner of TPG Capital and Co-Managing Partner of TPG Healthcare Partners. Mr. Rhodes co-leads TPG Capital's health care group and investment activities in the healthcare services, healthcare IT, pharmaceutical and device sectors. Mr. Rhodes has served on the boards of directors of TPG Inc. since December 2023, ArchWell Health since January 2024, Covetrus since October 2022, Lyric (formally ClaimsXten) since October 2022, Troon Golf since December 2021, Pediatric Associates since December 2021, BVI since January 2017, and WellSky since February 2017. Mr. Rhodes holds a Bachelor of Arts degree in economics from Williams College and an MBA from the Harvard Business School. We believe that Mr. Rhodes’ longstanding experience in healthcare and service on boards of public companies make him well qualified to serve on our Board of Directors. Sarah Personette has served on our Board of Directors since 2024. Ms. Personette has served as the Chief Executive Officer of Puck News since January 2024. From October 2018 to November 2022, Ms. Personette held a variety of positions at Twitter, including the Chief Customer Officer from August 2021 to November 2022 and previously the Vice President of Global Client Solutions from October 2018 to August 2021, where she led Twitter's partnerships with top marketers and agencies worldwide. Previously, Ms. Personette was the Chief Operating Officer of Refinery29, where she oversaw business strategy and development, customer revenue, business marketing, growth and analytics, creative services, and research. Ms. Personette holds a Bachelor of Arts degree in political science and international relations from Northwestern University. We believe that Ms. Personette is qualified to serve on our Board of Directors based on her long-standing executive leadership experience across customer experience, digital platforms, media and technology.

  8. Class I Directors with Terms Expiring in 2028

    Class I Directors with Terms Expiring in 2028 Teresa DeLuca, M.D. has served on our Board of Directors since March 2024. Dr. DeLuca served as a Managing Director at Columbia University's NY Life Science Venture Fund from January 2018 until January 2023 and continues to serve as a Faculty Advisor at the university’s School of Entrepreneurship. She previously served as Assistant Clinical Professor of Psychiatry at the Icahn School of Medicine at Mount Sinai in New York City from 2014 to 2017 and as the Chief Medical Officer of Magellan Pharmacy Solutions at Magellan Health from 2012 to 2014. Prior to that, she served as SVP of Pharmacy Health Solutions at Humana, VP of Clinical Sales Solutions & National Medical Director at Walgreen Co., and VP of Personalized Medicine, and VP of Medical Policy & Clinical Quality at Medco. Prior to taking on these executive leadership roles, Dr. DeLuca was a Senior Director of Global Product Development Services at PRA International and a Senior Medical Scientist at GlaxoSmithKline. Dr. DeLuca has served as a director of Surgery Partners since September 2016 and Rejuveron since March 2022. Previously, she served as a director of North Bud Farms, Inc. from May 2018 to February 2020 and of 180 LifeSciences from May 2021 until 2023. Dr. DeLuca completed her residency at Jefferson Medical College of Thomas Jefferson University and earned her M.B.A. from Drexel University. We believe that Dr. DeLuca is qualified to serve on our Board of Directors based on her healthcare knowledge, experience and skills gained from being a physician, as well as previous leadership experience. Eric Palmer has served on our Board of Directors since June 2025. Mr. Palmer previously served in various leadership roles at The Cigna Group from April 2012 through March 2025, including as Executive Vice President for Enterprise Strategy for The Cigna Group from January 2024 until March 2025 and President and Chief Executive Officer of Evernorth Health Services from January 2022 until March 2025, President and Chief Operating Officer from January 2021 until December 2021, and Executive Vice President and Chief Financial Officer from June 2017 to January 2021. Mr. Palmer graduated with honors from the University of Iowa with a Bachelor of Science degree in actuarial science and is a Fellow of the Society of Actuaries. We believe Mr. Palmer is qualified to serve on our Board of Directors based on his experience serving in financial and leadership roles in the healthcare industry. Katherine Wood has served on our Board of Directors since 2020. Ms. Wood is a Partner of TPG Capital, where she focuses on investments in the health care sector. Ms. Wood also serves on the boards of Surescripts, Nextech Systems, Convey Health Solutions and Ellodi, and was previously on the boards of Neogene Therapeutics, Adare and AskBio. She has also been involved in TPG’s investments in Allogene Therapeutics, Aptalis, EnvisionRx, IASIS and Par Pharmaceutical. Prior to joining TPG in 2009, Ms. Wood worked in health care investment banking at Goldman, Sachs & Co. Ms. Wood holds a Bachelor of Science degree in molecular and cell biology from Stanford University, and an MBA from Harvard Business School. We believe Ms. Wood is qualified to serve on our Board of Directors based on her investment experience in the healthcare industry.

  9. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  10. Overview of our Executive Compensation Program

    Overview of our Executive Compensation Program Our executive compensation program is designed to help us attract, retain and incentivize talented executives while aligning pay with performance. To further these objectives, we tie a significant portion of our executives’ compensation to the attainment of key performance goals that we believe will help us attain short- and long-term business objectives and create shareholder value. We use equity-based compensation to further align the interests of our executives with those of our shareholders. Finally, we provide market-competitive base salaries, benefits and severance protections to provide a fixed element of compensation designed to promote stability and ensure that our executives can perform their responsibilities without and so as not to encourage unnecessary risk-taking. Described below are some of the practices that we consider good governance features of our executive compensation program. • No agreements providing change in control excise or other tax gross-up provisions for any executives; • Use of independent compensation consultant; • Policies prohibiting the hedging and pledging of our stock; • Compensation recoupment policy; Limited perquisites provided to our named executive officers; and No supplemental executive retirement plans. We believe that our executive compensation program benefits the Company as a whole and serves to increase the alignment of incentives between our executives and our shareholders.

  11. Independent Compensation Consultant

    Independent Compensation Consultant In 2025, the compensation committee engaged Pay Governance, an independent compensation consulting firm, to assist it in evaluating the Company’s executive compensation practices, including program design, identification of an appropriate compensation peer group for comparison purposes and providing pay benchmarking data. Prior to engaging Pay Governance, the compensation committee assessed the independence of Pay Governance and, on the basis of that assessment and taking into consideration the independence factors that are required to be considered under applicable Nasdaq rules, satisfied itself that no relationships exist that would create a conflict of interest or that would impact Pay Governance’s independence.

  12. Use of Peer Group and Market Data

    Use of Peer Group and Market Data The compensation committee uses peer group data as a reference point to gauge the reasonableness of its executive compensation decisions and the general competitiveness of our executive compensation program in the market. The compensation committee selects companies in the healthcare industry with which it believes we compete for talent. Factors considered by our compensation committee in evaluating our peer group for 2025 included revenue size, market capitalization, headcount, and unique characteristics of our business model, among other things. A list of our peer group companies that the compensation committee used in connection with 2025 executive compensation decisions is below.

  13. Use of Peer Group and Market Data

    | Addus HomeCare Corporation | agilon health, inc. | | Astrana Health, Inc. (f/k/a Apollo Medical Holdings, Inc.) | Enhabit, Inc. | | GoodRx Holdings, Inc. | Hims & Hers Health, Inc. | | InnovAge Holding Corp. | Option Care Health, Inc. | | Pediatrix Medical Group, Inc. | Privia Health Group, Inc. | | Talkspace, Inc. | Teladoc Health, Inc. |

  14. Use of Peer Group and Market Data

    In addition to peer group data, the compensation committee also reviews broader market and healthcare data from Radford’s Global Compensation Database to form a holistic view of the market. While our compensation committee does not have any formal policy to target pay at a specific percentile of our peer group or the broader market, our compensation committee reviews data at the 25th, 50th and 75th percentiles to help inform its decisions.

  15. Elements of Compensation

    | Element | Summary Description | | Base Salary | • Annual fixed cash compensation | | Annual Bonus Awards | • Annual cash bonus plan, with the following metrics for 2025: o Revenue o Adjusted EBITDA* o Patient Satisfaction | | Long-term Equity Incentive Awards | • Time- and performance-based restricted stock unit (“RSU”) awards in 2025 |

  16. Annual Bonus Plan

    Annual Bonus Plan The compensation committee believes that a significant portion of our named executive officers’ cash compensation should be tied to our performance. Each of our currently employed named executive officers was eligible to earn a cash bonus for 2025 under our annual bonus program based on the achievement of key corporate financial and strategic goals. We believe this element of compensation is important because it directly ties the compensation paid to our named executive officers with the achievement of key performance goals that are important to the Company and its stakeholders. The compensation committee established the corporate performance metrics for our 2025 cash bonus program, following input from our former Chief Executive Officer and the compensation committee’s independent compensation consultant, to include Adjusted EBITDA*, revenue, and patient satisfaction, as in prior years. The Company included free cash flow as a performance metric for our 2024 bonus plan, and while the Company continues to believe it is a strong measure of liquidity and center growth, did not include it as a performance metric for 2025 bonuses. When setting goals for each of these metrics, the compensation committee strived to set challenging, yet achievable, performance goals that would promote the achievement of short-term business objectives and were aligned with our annual business plan, while also supporting our longer-term business objectives. The compensation committee chose these performance goals because it believes Adjusted EBITDA*, revenue and patient satisfaction are the primary indicators of our success in delivering our mission of expanding access to high quality mental healthcare through a high performing business model. Following the end of the fiscal year, the compensation committee determines the achievement of the performance goals and the payments to be made under the annual bonus program. The table below shows the bonus payment levels based on the level of achievement of the corporate performance goals under our 2025 cash bonus program, with payments for performance between such payment levels determined based on interpolation between such payment levels. The compensation committee may also consider individual performance contributions and retains the discretion to adjust bonus payouts downward or upward based on its assessment of each named executive officer’s contribution to the Company during the year, as well as the achievement of strategic goals.

  17. Annual Bonus Plan

    | 2025 Annual Bonus Plan Performance Targets | | | | | | | Weighting (%) | Threshold Performance (50%) | Target Performance (100%) | Maximum Performance (200%) | | Adjusted EBITDA* (1) | 60% | $N/A | $140M | $217M | | Revenue | 20% | $1,345M | $1,420M | $1,595M | | Patient Satisfaction (2) | 20% | 70 | 80 | 100 | | Payout % | | 50% | 100% | 200% |

  18. Annual Bonus Plan

    (1) For purposes of the 2025 cash bonus program, Adjusted EBITDA was determined after giving effect to earned payouts under such program. For the Adjusted EBITDA metric, if performance achievement is below the target performance goal, the bonus pool amount is reduced dollar-for-dollar up to the full amount of the bonus pool. Patient satisfaction is measured based on patient Net Promoter Scores. The target amount of each named executive officer’s annual cash bonus is set by the compensation committee as a percentage of his or her base salary. The target amount for each of our named executive officers was initially established in connection with their hire based on internal pay equity considerations and each named executive officer’s skill set, experience, role and responsibilities. Target annual bonuses are subject to annual review by our Board of Directors or the compensation committee and are adjusted from time to time based on these considerations, as well as peer group and other market data, as described above. In 2025, the compensation committee increased Mr. Bourdon's target annual bonus percentage from 75% to 100% of his base salary in connection with his appointment as our Chief Executive Officer and decreased Mr. Burdick's target annual bonus percentage from 150% to 100% of his base salary in connection with his retirement as our Chief Executive Officer and transition to the role of Executive Chairperson, in each case blended for the year ending December 31, 2025 based on their blended salaries for the year and the portions of such year that the applicable target bonus was in effect. The compensation committee did not adjust the target bonus percentages for any of our other named executive officers for 2025. The target annual bonus percentage for each of our named executive officers for 2025 is listed in the table below:

  19. Annual Bonus Plan

    | Named Executive Officer | Target Bonus Opportunity (as a percentage of base salary) | | David Bourdon | 100% | | Ryan McGroarty | 85% | | Kenneth Burdick | 100% | | Ryan Pardo | 50% | | Ann Varanakis | 50% | | Vaughn Paunovich | 65% | | Pablo Pantaleoni | 50% |

  20. Annual Bonus Plan

    The actual amount earned by each of our currently employed named executive officers under our 2025 annual cash bonus program was determined by the compensation committee in early 2026 based on the compensation committee’s review of the level of achievement of the performance goals under this program as well as individual accomplishments for each of such named executive officers in 2025. Actual achievement of the 2025 performance goals was as follows:

  21. Annual Bonus Plan

    | Performance Goal | 2025 Performance Year | Performance Score | | Adjusted EBITDA* | $158M | 111% | | Revenue | $1,424M | 100% | | Patient Satisfaction | 84 | 120% |

  22. Annual Bonus Plan

    Based on the Company’s achievement of the performance goals set forth above and the compensation committee’s adjustments based on each named executive officer’s individual performance, including the performance of such named executive officer's department, if applicable, payment under the annual bonus program for each of our named executive officers for 2025 was as follows:

  23. Annual Bonus Plan

    | Named Executive Officer | Target Bonus Opportunity ($) | 2025 Bonus Payment ($) | | David Bourdon (1) | 700,000 | 716,065 | | Ryan McGroarty | 467,500 | 518,925 | | Kenneth Burdick (1) | 200,000 | 351,538 | | Ryan Pardo | 175,000 | 194,251 | | Ann Varanakis | 175,000 | 194,251 | | Vaughn Paunovich (2) | 315,250 | 186,818 | | Pablo Pantaleoni (3) | 212,500 | — |

  24. Annual Bonus Plan

    (1) The bonus payment for the applicable named executive officer was blended based on their blended salaries for the year and the portions of the calendar year that the applicable target bonus was in effect. (2) The bonus payment for Mr. Paunovich was pro-rated to reflect the portion of the calendar year during which he was employed. (3) Mr. Pantaleoni did not receive any bonus payment in respect of 2025 due to his termination of employment in July 2025.

  25. Long-term Equity Incentive Awards

    Long-term Equity Incentive Awards Our Board of Directors and the compensation committee believe that in order to appropriately incentivize our executives to create shareholder value, a significant portion of our named executive officers’ compensation should be in the form of equity-based compensation. Our long-term incentive program is designed to promote stock ownership by our senior management, tie compensation realized to stock price performance and encourage retention of key executives. Our long-term incentive program is a key tool in aligning executive pay with value creation on behalf of shareholders. 2025 Grants of Time- and Performance-Based RSU Awards Our 2025 long-term equity incentive program was comprised of two components: time-based RSUs and performance-based RSUs. In 2025, our Board of Directors granted to each of our named executive officers time-based RSUs and performance-based RSUs. For each of our named executive officers, approximately 50% of the total value of 2025 equity awards was allocated to performance-based RSUs (at target level of performance) and approximately 50% was allocated to time-based RSUs. In connection with his hire, Mr. McGroarty also received a sign-on grant of time-based RSUs and performance-based RSUs, in addition to an annual grant. In 2025, each of our named executive officers was granted time-based and performance-based RSUs, as follows:

  26. Long-term Equity Incentive Awards

    | | Time-Based RSUs | Performance-Based RSUs | | David Bourdon | 348,985 | 348,984 | | Ryan McGroarty | 547,756 | 547,755 | | Kenneth Burdick | 95,178 | 95,177 | | Ryan Pardo | 114,213 | 114,213 | | Ann Varanakis | 76,142 | 76,142 | | Vaughn Paunovich | 178,571 | 178,571 | | Pablo Pantaleoni | 117,386 | 117,385 |

  27. Long-term Equity Incentive Awards

    For each named executive officer, the time-based RSUs vest as to one-third of the RSUs on each of the first three anniversaries of the grant date, generally subject to continued service through each vesting date. The performance-based RSUs granted in 2025 are earned based on the achievement of pre-established revenue targets (up to 50%) and preestablished Adjusted EBITDA* targets (up to 50%) for each of 2025, 2026, and 2027 (1/3 each year) and vest on the date the achievement of such targets is determined by our Board of Directors or compensation committee, in each case, generally subject to continued service through such vesting date. The number of performance-based RSUs that vest with respect to each one-year performance period is determined based on the level at which the applicable target is achieved and can range from 0% to 200% of the RSUs subject to each portion of the award, with interpolation for performance between threshold, target, and maximum levels. The revenue and Adjusted EBITDA* targets were not established for the 2026 and 2027 performance periods prior to December 31, 2025 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2025 from an accounting perspective and are therefore not included in the Summary Compensation Table, the Grants of Plan-Based Awards Table or the Outstanding Equity Awards at Fiscal Year-end Table. To the extent earned based on performance, the 2025 portion of the performance-based RSUs granted in 2025 vested in the first quarter of 2026 upon the compensation committee’s determination of such performance. The following table sets forth (1) the revenue and Adjusted EBITDA* goals for the 2025 performance period for performance-based RSUs granted in 2025, (2) our actual revenue and Adjusted EBITDA* for the performance period ending December 31, 2025, and (3) the percentage of performance-based RSUs granted in 2025 eligible to vest based on 2025 performance that were earned based on such performance:

  28. Long-term Equity Incentive Awards

    | Year of Grant | Performance Period Year | Performance Metric | Threshold (50% of target RSUs earned) ($) | Target (100% of target RSUs earned) ($) | Maximum (200% of target RSUs earned) ($) | Actual Performance ($) | % of target RSUs earned | | 2025 | 2025 | Revenue (50%) | 1,400M | 1,420M | 1,595M | 1,424M | 100% | | 2025 | 2025 | Adjusted EBITDA* (50%) | 130M | 140M | 217M | 158M | 111% |

  29. Long-term Equity Incentive Awards

    2023 and 2024 Grants of Performance-Based RSU Awards Each of Mr. Bourdon, Mr. Burdick, Mr. Pardo, Ms. Varanakis and Mr. Pantaleoni also held performance-based RSUs granted in 2023 and 2024 that were eligible to vest based on revenue and Adjusted EBITDA* during the 2025 performance period. The 2025 performance period revenue and Adjusted EBITDA* targets were established during 2025 and, as a result, the shares subject to the 2025 portion of the performance-based RSU awards granted in 2023 and 2024 were considered to be granted during 2025 from an accounting perspective and are therefore included in the Summary Compensation Table and the Grants of Plan-Based Awards Table for 2025. The performance metrics for the 2025 performance period were revenue (50%) and Adjusted EBITDA* (50%). To the extent earned based on performance, the 2025 portion of the performance-based RSUs granted in 2023 and 2024 vested in the first quarter of 2026 upon the compensation committee’s determination of such performance. The table below sets forth (1) revenue goals and Adjusted EBITDA* goals for the 2025 performance period for performance-based RSUs granted in 2023 and 2024, (2) our actual revenue and Adjusted EBITDA* for the performance period ending December 31, 2025, and (3) the percentage of performance-based RSUs granted in 2023 and 2024 eligible to vest based on 2025 performance that were earned based on such performance:

  30. Long-term Equity Incentive Awards

    | Year of Grant | Performance Period Year | Performance Metric | Threshold (50% of target RSUs earned) ($) | Target (100% of target RSUs earned) ($) | Actual Performance ($) | % of target RSUs earned | | 2023 | 2025 | Revenue (50%) | 1,400M | 1,420M | 1,424M | 100% | | 2023 | 2025 | Adjusted EBITDA* (50%) | 130M | 140M | 158M | 100% | | 2024 | 2025 | Revenue (50%) | 1,400M | 1,420M | 1,424M | 100% | | 2024 | 2025 | Adjusted EBITDA* (50%) | 130M | 140M | 158M | 100% |

  31. Agreements with our Named Executive Officers

    Agreements with our Named Executive Officers We have entered into employment agreements or offer letters with each of our currently employed named executive officers other than Mr. Pardo that govern the terms and conditions of their employment relationship with us, including the compensation and benefits to which each executive is entitled. A summary of the material terms of these agreements is provided below under “Agreements with our Named Executive Officers.” In 2022, our Board of Directors approved our Severance and Change in Control Policy (as amended from time to time, the “Change in Control Policy”). Each of our currently employed named executive officers participates in the Change in Control Policy. The Change in Control Policy provides severance protection to plan participants in the event their employment is terminated under certain circumstances in connection with a change in control. See “Potential Payments Upon Termination or Change in Control” below for a more detailed discussion of these potential payments to our named executive officers.

  32. Policies and Practices Related to the Timing of Equity Grants

    Policies and Practices Related to the Timing of Equity Grants We generally grant annual equity-based awards to our executive officers in March of each year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. The compensation committee and/or our Board of Directors may also grant equity awards, including stock options, at different times of the year for new hires and in connection with promotions, or grants made for retention or other purposes. Neither the compensation committee nor our Board of Directors grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2025, equity compensation for our named executive officers consisted solely of time-based RSUs and performance-based RSUs; we did not grant stock options to our named executive officers in 2025.

  33. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2025, 2024 and 2023, as applicable.

  34. Summary Compensation Table

    | Name and principal position | Year | Salary(1) ($) | Bonus(2) ($) | Stock awards(3) ($) | Nonequity incentive plan compensation(4) ($) | All other compensation(5) ($) | Total ($) | | David Bourdon (6) | 2025 | 657,692 | — | 5,257,623 | 716,065 | 14,000 | 6,645,380 | | Chief Executive Officer | 2024 | 500,000 | — | 2,418,980 | 513,750 | 13,800 | 3,446,530 | | | 2023 | 500,000 | — | 1,448,004 | 393,750 | 13,200 | 2,354,954 | | Ryan McGroarty (7) Chief Financial Officer and Treasurer | 2025 | 412,500 | 570,000 | 4,999,991 | 518,925 | 14,000 | 6,515,416 | | Kenneth Burdick (8) | 2025 | 284,616 | — | 6,471,874 | 351,538 | 14,000 | 7,122,028 | | Executive Chairperson; Former Chief | 2024 | 600,000 | — | 8,357,876 | 1,233,000 | 13,800 | 10,204,676 | | Executive Officer | 2023 | 623,077 | — | 13,423,219 | 770,000 | 13,200 | 14,829,496 | | Ryan Pardo (9) | 2025 | 350,000 | — | 2,018,209 | 194,251 | 14,000 | 2,576,460 | | Chief Legal Officer and Secretary | 2024 | 344,769 | — | 2,035,041 | 218,750 | 13,800 | 2,612,360 | | | 2023 | 325,385 | — | 1,436,891 | 174,825 | 8,737 | 1,945,838 | | Ann Varanakis (10) | 2025 | 350,000 | — | 1,262,776 | 194,251 | 14,000 | 1,821,027 | | Chief People Officer | 2024 | 344,769 | — | 1,079,173 | 232,750 | 13,800 | 1,670,492 | | Vaughn Paunovich (11) Chief Technology Officer | 2025 | 251,827 | — | 1,333,332 | 186,818 | 8,627 | 1,780,604 | | Pablo Pantaleoni (12) | 2025 | 232,116 | — | 2,905,890 | — | 455,247 | 3,593,253 | | Former Chief Digital Officer | 2024 | 425,050 | — | 2,091,950 | 225,250 | 13,800 | 2,756,050 | | | 2023 | 415,769 | — | 1,477,040 | 223,125 | 13,200 | 2,129,134 |

  35. Summary Compensation Table

    (1) The amounts reported in this column include contributions made by the named executive officer to our 401(k) plan. (2) The amount reported in this column for Mr. McGroarty represents a sign-on bonus paid to him in connection with his commencement of employment with us in March 2025. (3) The amounts reported in this column for 2025 include the aggregate grant date fair value of (i) time- and performance-based RSUs granted to our named executive officers in 2025, (ii) performance-based RSUs granted to Mr. Bourdon, Mr. Burdick, Mr. Pardo, Ms. Varanakis, and Mr. Pantaleoni in 2024 which were eligible to vest based on performance in 2025 and for which the performance targets were established during 2025 and, as a result, such awards were considered granted in 2025 under FASB ASC 718, and (iii) performance-based RSUs granted to Mr. Bourdon, Mr. Burdick, Mr. Pardo, Ms. Varanakis, and Mr. Pantaleoni in 2023 which were eligible to vest based on performance in 2025 and for which the performance targets were established during 2025 and, as a result, such awards were considered granted in 2025 under FASB ASC 718. For 2025, the grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved at target (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2026 or 2027, as the performance targets for such awards were not established during 2025 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). Assuming the achievement of maximum performance (if applicable), the grant date fair value of performance-based RSUs granted in 2025 for each of our named executive officers would be as follows: Mr. Bourdon ($1,833,329); Mr. McGroarty ($2,499,982); Mr. Burdick ($500,002); Mr. Pardo ($600,015); Ms. Varanakis ($400,020); Mr. Paunovich ($666,669); and Mr. Pantaleoni ($616,673). The performance-based RSUs granted prior to 2025 could not vest in excess of target levels. The amount reported in this column for 2025 for Mr. Pantaleoni also includes the incremental fair value, as computed under FASB ASC Topic 718, related to adjustments to his time-based RSU awards made in connection with his termination of employment ($831,623), as described in more detail below under "Potential Payments Upon Termination or Change in Control - Pantaleoni Separation." This incremental compensation charge does not reflect additional value actually received by Mr. Pantaleoni and resulted only from the modification made in connection with Mr. Pantaleoni's termination of employment. The amounts reported in this column for 2024 include the aggregate grant date fair value of (i) time- and performance-based RSUs granted to our named executive officers during 2024, (ii) performance-based RSUs granted to our named executive officers in 2023 which were eligible to vest based on performance in 2024 and for which the performance targets were established during 2024 and, as a result, such awards were considered granted in 2024 under FASB ASC Topic 718, and (iii) performance-based RSUs granted to Mr. Pantaleoni and Mr. Pardo in 2022 which were eligible to vest based on performance in 2024 and for which the performance targets were established during 2024 and, as a result, such awards were considered granted in 2024 under FASB ASC Topic 718. For 2024, the grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2025 or 2026, as the performance targets for such awards were not established during 2024 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). The amounts reported in this column for 2023 include the aggregate grant date fair value of (i) time-based RSUs and time- and performance-based RSUs granted to Mr. Burdick, Mr. Bourdon, Mr. Pantaleoni, and Mr. Pardo during 2023, and (ii) performance-based RSUs granted to Mr. Pantaleoni and Mr. Pardo in 2022 which were eligible to vest based on performance in 2023 and for which the performance targets were established during 2023 and, as a result, such awards were considered granted in 2023 under FASB ASC Topic 718. For 2023, the grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with FASB ASC Topic 718 and, with respect to RSUs subject to performance-based vesting conditions, was determined assuming that the performance-based vesting conditions were achieved in full (but not including any amounts attributable to performance-based RSUs eligible to vest based on performance in 2024 or 2025, as the performance targets for such awards were not established during 2023 and, as a result, such awards were not considered to be granted under FASB ASC Topic 718). The assumptions used in calculating the grant date value of the stock awards reported in this column are also set forth in Note 10 of our consolidated financial statements included in our Annual Report on Form 10-K for fiscal years 2023, 2024 and 2025, as applicable. Amounts reported in this column represent annual bonuses earned by our named executive officers under our annual bonus program with respect to the relevant fiscal year, which bonuses are based on the attainment of corporate performance goals. See “Compensation Discussion and Analysis-Components of our Executive Compensation Program-Annual Bonus Plan” above. (5) The amounts reported in this column for 2025 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Bourdon, McGroarty, Burdick, Pardo and Ms. Varanakis ($14,000) and Mr. Paunovich ($8,627) and, for Mr. Pantaleoni, (i) cash severance payments to which Mr. Pantaleoni is entitled in connection with his separation from employment ($425,000), paid in two installments following his separation and (ii) payment equal to our monthly portion of the premium for Mr. Pantaleoni's medical benefits for 12 months, to which Mr. Pantaleoni is entitled to receive in connection with his termination of employment ($30,246), paid in a lump sum within ten days following his separation. The amounts reported in this column for 2024 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Burdick, Bourdon, Pantaleoni and Pardo and Ms. Varanakis ($13,800). The amounts reported in this column for 2023 reflect matching contributions made under our 401(k) plan on behalf of each of Messrs. Burdick, Bourdon, Pantaleoni and Pardo. (6) Mr. Bourdon was appointed as our Chief Financial Officer and Treasurer effective November 10, 2022, and transitioned to his role as our Chief Executive Officer effective March 3, 2025. (7) Mr. McGroarty was appointed as our Chief Financial Officer and Treasurer effective March 17, 2025. (8)

  36. Summary Compensation Table

    Mr. Burdick was appointed as our Chief Executive Officer effective September 7, 2022, and transitioned to his role as the Executive Chairperson of our Board of Directors effective March 3, 2025. (9) Mr. Pardo was appointed as our Chief Legal Officer effective January 1, 2021. (10) Ms. Varanakis served as our Senior Vice President, Talent and ESG until she was appointed as our Chief People Officer in February 2023. No amounts are reported for Ms. Varanakis for 2023 because she was not a named executive officer for such year. (11) Mr. Paunovich was appointed as our Chief Technology Officer effective June 9, 2025. Mr. Pantaleoni was appointed as our Chief Digital Officer effective October 19, 2020. Mr. Pantaleoni's employment with the Company terminated effective July 1, 2025.

  37. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth information regarding plan-based awards made to each of our named executive officers during fiscal year 2025.

  38. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | David Bourdon | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | 3/6/2025(4) | — | — | — | — | — | — | 348,985 | 2,750,002 | | | 3/6/2025(5) | — | — | — | 58,164 | 116,328 | 232,656 | — | 916,665 | | | 2/27/2025(6) | — | — | — | 40,453 | 80,906 | — | — | 626,212 | | | 2/27/2025(7) | — | — | — | 62,322 | 124,644 | — | — | 964,744 | | Ryan McGroarty | — | 233,750 | 467,500 | 935,000 | — | — | — | — | — | | | 3/17/2025(4) | — | — | — | — | — | — | 362,845 | 2,500,002 | | | 3/17/2025(5) | — | — | — | 60,474 | 120,948 | 241,896 | — | 833,332 | | | 3/24/2025(4) | — | — | — | — | — | — | 184,911 | 1,249,998 | | | 3/24/2025(5) | — | — | — | 30,818 | 61,636 | 123,272 | — | 416,659 | | Kenneth Burdick | — | 100,000 | 200,000 | 400,000 | — | — | — | — | — | | | 3/6/2025(4) | — | — | — | — | — | — | 95,178 | 750,003 | | | 3/6/2025(5) | — | — | — | 15,863 | 31,726 | 63,452 | — | 250,001 | | | 2/27/2025(6) | — | — | — | 141,586 | 283,172 | — | — | 2,191,751 | | | 2/27/2025(7) | — | — | — | 211,894 | 423,788 | — | — | 3,280,119 | | Ryan Pardo | — | 87,500 | 175,000 | 350,000 | — | — | — | — | — | | | 3/6/2025(4) | — | — | — | — | — | — | 114,213 | 899,999 | | | 3/6/2025(5) | — | — | — | 19,036 | 38,072 | 76,144 | — | 300,007 | | | 2/27/2025(6) | — | — | — | 20,805 | 41,609 | — | — | 322,054 | | | 2/27/2025(7) | — | — | — | 32,051 | 64,102 | — | — | 496,149 | | Ann Varanakis | — | 87,500 | 175,000 | 350,000 | — | — | — | — | — | | | 3/6/2025(4) | — | — | — | — | — | — | 76,142 | 599,999 | | | 3/6/2025(5) | — | — | — | 12,691 | 25,382 | 50,764 | — | 200,010 | | | 2/27/2025(6) | — | — | — | 13,870 | 27,739 | — | — | 214,700 | | | 2/27/2025(7) | — | — | — | 16,025 | 32,050 | — | — | 248,067 | | Vaughn Paunovich | — | 157,625 | 315,250 | 630,500 | — | — | — | — | — | | | 6/11/2025(4) | — | — | — | — | — | — | 178,571 | 999,998 | | | 6/11/2025(5) | — | — | — | 29,762 | 59,524 | 119,048 | — | 333,334 | | Pablo Pantaleoni | — | 106,250 | 212,500 | 425,000 | — | — | — | — | — | | | 3/6/2025(4) | — | — | — | — | — | — | 117,386 | 925,002 | | | 3/6/2025(5) | — | — | — | 19,565 | 39,129 | 78,258 | — | 308,337 | | | 2/27/2025(6) | — | — | — | 21,383 | 42,765 | — | — | 331,001 | | | 2/27/2025(7) | — | — | — | 32,941 | 65,882 | — | — | 509,927 | | | —(8) | — | — | — | — | — | — | — | 831,623 |

  39. Grants of Plan-Based Awards Table

    (1) Represents annual cash bonus opportunities granted under our annual bonus program for 2025. As described under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Annual Bonus Plan” above, each named executive officer was eligible to receive a target annual bonus equal to a percentage of his or her annual base salary. The actual amount paid to our named executive officers under the 2025 annual bonus program is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” The bonus payment for each of Messrs. Bourdon and Burdick was blended based on their blended salaries for the year and the portions of the calendar year that the applicable target bonus was in effect. The bonus payment for Mr. Paunovich was pro-rated to reflect the portion of the calendar year during which he was employed. Mr. Pantaleoni did not receive any bonus payment in respect of 2025 due to his termination of employment during 2025. (2) Represents threshold, target and, with respect to performance-based RSUs that provide for potential payouts above target, maximum potential future payouts under performance-based RSUs granted to our named executive officers. No maximum is reported in this table with respect to performance-based RSUs that do not provide for potential payouts above target. Reflects the grant date fair value of time-based and performance-based RSU awards granted in 2025 (or, for Mr. Pantaleoni's awards described in footnote (8) to this Grants of Plan Based Awards Table, the incremental fair value related to adjustments to his time-based RSU awards made in connection with his termination of employment), in each case, determined in accordance with ASC Topic 718, and, with respect to performance-based RSUs, determined as described in footnote (3) to the Summary Compensation Table. Assuming the achievement of maximum performance (if applicable), the grant date fair value of performance-based RSUs granted in 2025 for each of our named executive officers would be as follows: Mr. Bourdon ($1,833,329); Mr. McGroarty ($2,499,982); Mr. Burdick ($500,002); Mr. Pardo ($600,015); Ms. Varanakis ($400,020); Mr. Paunovich ($666,669); and Mr. Pantaleoni ($616,673). The performance-based RSUs granted prior to 2025 could not vest in excess of target levels. Represents a time-based RSU award granted in 2025. See “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term equity incentive awards” above. For Mr. McGroarty, the grant on March 17, 2025 reflected his sign-on grant that was negotiated in connection with his employment agreement, and the grant on March 24, 2025 reflected his annual grant. Represents a performance-based RSU award granted in 2025. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2025 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2025 are earned based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA* targets (up to 50%) for each of 2025, 2026, and 2027 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. The revenue and Adjusted EBITDA* targets were not established for the 2026 and 2027 performance periods prior to December 31, 2025 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2025 from an accounting perspective and are therefore not included in this table. For Mr. McGroarty, the grant on March 17, 2025 reflected his sign-on grant that was negotiated in connection with his employment agreement, and the grant on March 24, 2025 reflected his annual grant. (6) Represents a performance-based RSU award granted in 2024 which was eligible to vest based on performance in 2025 and for which the performance targets were established during 2025 and, as a result, such award was considered granted in 2025 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2025 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2024 are eligible to vest based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA* targets (up to 50%) for each of 2025 and 2026 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. The revenue and Adjusted EBITDA* targets were not established for the 2026 performance period prior to December 31, 2025 and, as a result, the shares subject to such portions of the performance-based RSU awards were not considered to be granted during 2025 from an accounting perspective and are therefore not included in this table. (7) Represents a performance-based RSU award granted in 2023 which was eligible to vest based on performance in 2025 and for which the performance targets were established during 2025 and, as a result, such award was considered granted in 2025 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2025 performance targets applicable to the award. As described in more detail under “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above, the performance-based RSU awards granted in 2023 are eligible to vest based on the achievement of pre-established revenue targets (up to 50%) and pre-established Adjusted EBITDA* targets (up to 50%) for 2025 (1/3 each year) and vest on the date the achievement of such targets is determined by our compensation committee, in each case, generally subject to continued service through such vesting date. (8) Represents the incremental fair value associated with the modification of Mr. Pantaleoni's stock awards in connection with his termination of employment. See footnote (3) to the Summary Compensation Table. Agreements with Our Named Executive Officers Each of our currently employed named executive officers other than Mr. Pardo is party to an employment agreement or offer letter with us that sets forth the terms and conditions of his or her employment and, prior to his termination of employment, Mr. Pantaleoni was party to an employment agreement with us. The material terms of the agreements are described below (in the case of Mr. Pantaleoni, as in effect prior to his respective termination of employment). The terms “cause” and “good reason” referred to below are defined in the respective named executive officer’s agreement.

  40. Grants of Plan-Based Awards Table

    Mr. Bourdon. In connection with his appointment as Chief Financial Officer and Treasurer of the Company, effective November 10, 2022, we entered into an employment agreement with Mr. Bourdon (which has subsequently been amended as described below) that provides for an entitlement to an annual base salary and an annual bonus opportunity (each of which has subsequently been adjusted as described herein) with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. In connection with his commencement of employment, pursuant to his employment agreement, the Company issued Mr. Bourdon a one-time signing bonus in the amount of $1,000,000, payable in shares of the Company’s common stock based on the closing price of the Company’s common stock on November 10, 2022 and which is subject to repayment by Mr. Bourdon if his employment terminates prior to November 10, 2026 for any reason other than as a result of a termination of employment by the Company without cause or a resignation by Mr. Bourdon for good reason. In connection with his transition to his role as our Chief Executive Officer, effective March 3, 2025, we entered into an amendment to employment agreement with Mr. Bourdon that reflects his promotion and provides for an annual base salary of $700,000 and a target annual bonus equal to 100% of his annual base salary, blended for the year ending December 31, 2025 based on the portions of such year that the applicable target bonus and base salary were in effect. Mr. McGroarty. In connection with his appointment as Chief Financial Officer and Treasurer of the Company, effective March 17, 2025, we entered into an employment agreement with Mr. McGroarty that provides for an entitlement to an annual base salary and an annual bonus opportunity, with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. In connection with his commencement of employment, pursuant to his employment agreement, the Company issued Mr. McGroarty a one-time signing bonus in the amount of $570,000, less applicable withholdings, which is subject to repayment by Mr. McGroarty if his employment terminates prior to March 17, 2028 for any reason other than as a result of termination of employment by the Company without cause or a resignation by Mr. McGroarty for good reason. Mr. Burdick. In connection with his appointment as Chief Executive Officer, effective September 7, 2022, we entered into an employment agreement with Mr. Burdick (which has subsequently been amended as described below) that provides for an entitlement to an annual base salary and an annual bonus opportunity (each of which has subsequently been adjusted as described herein), with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. Under the agreement, Mr. Burdick is entitled to reimbursement for business expenses (including annual access to a specified number of flight hours of private aircraft service for business travel) in accordance with the Company’s reimbursement policies. In connection with Mr. Burdick’s transition from his role as our Chief Executive Officer, effective March 3, 2025, we entered into an amendment to employment agreement with Mr. Burdick under which he will serve as the Executive Chairperson of our Board of Directors and is entitled to a reduced annual base salary of $200,000 and a target annual bonus of 100% of his base salary, blended for the year ending December 31, 2025 based on the portions of such year that the applicable target bonus and base salary were in effect. Ms. Varanakis. On January 25, 2023, we entered into an offer letter agreement with Ms. Varanakis that provides for her entitlement to an annual base salary and incentive bonus opportunity, each of which has subsequently been increased. Mr. Paunovich. In connection with his appointment as Chief Technology Officer, effective June 9, 2025, we entered into an employment agreement with Mr. Paunovich that provides for an entitlement to an annual base salary and an annual bonus opportunity, with the actual amount of such bonus based upon achievement of performance objectives determined by our Board of Directors or the compensation committee. Mr. Pantaleoni. Prior to his termination of employment, we were party to an offer letter with Mr. Pantaleoni. Each of our named executive officers other than Ms. Varanakis is bound by certain restrictive covenant obligations, including covenants relating to confidentiality and assignment of inventions, as well as covenants not to compete or solicit certain of our service providers, customers, and suppliers during his or her employment and for a period thereafter (generally, eighteen (18) months after termination of employment, but two (2) years after termination of employment in the case of Mr. McGroarty's non-solicitation obligations and three (3) years after termination of employment in the case of Mr. Pantaleoni’s non-solicitation obligations).

  41. Outstanding Equity Awards at Fiscal Year-end Table

    Outstanding Equity Awards at Fiscal Year-end Table The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:

  42. Outstanding Equity Awards at Fiscal Year-end Table

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Start Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | David Bourdon | 11/10/2022 | 11/10/2022 | 312,500 | 104,166(2) | 833,334(3) | 5.53 | 11/10/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 80,128(4) | 564,101 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 78,016(5) | 549,233 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 348,985(6) | 2,456,854 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 122,994(7) | 865,878 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 80,906(8) | 569,578 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 124,644(9) | 877,494 | — | — | | Ryan McGroarty | 3/17/2025 | — | — | — | — | — | — | 362,845(6) | 2,554,429 | — | — | | | 3/17/2025 | — | — | — | — | — | — | 127,878(7) | 900,261 | — | — | | | 3/24/2025 | — | — | — | — | — | — | 184,911(6) | 1,301,773 | — | — | | | 3/24/2025 | — | | — | — | — | — | 65,168(7) | 458,783 | — | — | | Kenneth Burdick | 9/7/2022 | 9/7/2022 | 2,351,135 | 783,711(2) | 6,269,693(3) | 7.61 | 9/7/2032 | — | — | — | — | | | 3/6/2023 | — | — | — | — | — | — | 1,816,239(10) | 12,786,323 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 272,435(4) | 1,917,942 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 273,057(5) | 1,922,321 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 95,178(6) | 670,053 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 33,544(7) | 236,150 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 283,172(8) | 1,993,531 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 423,788(9) | 2,983,468 | — | — | | Ryan Pardo | 5/14/2020 | — | — | — | — | — | — | — | — | 334,936(11) | 2,357,949 | | | 4/21/2022 | 4/1/2022 | — | — | — | — | — | 23,827(12) | 167,742 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 96,153(4) | 676,917 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 93,619(5) | 659,078 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 114,213(6) | 804,060 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 40,254(7) | 283,388 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 41,609(8) | 292,927 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 64,102(9) | 451,278 | — | — | | Ann Varanakis | 8/23/2022 | — | — | — | — | — | — | 19,487(12) | 137,188 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 48,076(4) | 338,455 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 62,412(5) | 439,380 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 76,142(6) | 536,040 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 26,836(7) | 188,925 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 27,739(8) | 195,283 | — | — | | | 2/27/2025 | — | — | — | — | — | — | 32,050(9) | 225,632 | — | — | | Vaughn Paunovich | 6/11/2025 | — | — | — | — | — | — | 178,571(6) | 1,257,140 | — | — | | | 6/11/2025 | — | — | — | — | — | — | 62,935(7) | 443,062 | — | — | | Pablo Pantaleoni (13) | 4/21/2022 | — | — | — | — | — | — | 24,521(12) | 172,628 | — | — | | | 3/6/2023 | — | — | — | — | — | — | 49,412(4) | 347,860 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 32,074(5) | 225,801 | — | — | | | 3/6/2025 | — | — | — | — | — | — | 39,128(6) | 275,461 | — | — |

  43. Outstanding Equity Awards at Fiscal Year-end Table

    (1) Based on the closing price of a share of our common stock on December 31, 2025, the last trading day in 2025 ($7.04). (2) Represents options to purchase shares of our common stock that vested as to one-fourth (1/4) of the underlying shares on each of the first, second and third anniversaries of the vesting start date listed above and will vest as to one-fourth (1/4) of the underlying shares on the fourth anniversary of the vesting start date listed above, generally subject to the named executive officer’s continued service through each such vesting date. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to or within twelve (12) months following a change in control, the underlying shares will vest in full upon the later of the change in control or such termination of employment. (3) Represents options to purchase shares of our common stock that are subject to time- and performance-based vesting, with 25% of the shares subject to such options eligible to vest beginning on each of the first four anniversaries of the vesting start date listed above to the extent specified average trading stock price hurdles are achieved, generally subject to the named executive officer’s continued service. Upon a change in control, the options will vest based on actual performance through such change in control. If the named executive officer’s employment is terminated by us without cause or by him for good reason, the options will vest based on actual performance through such termination of employment. If the named executive officer’s employment is terminated by us without cause or by him for good reason, in either case, within six months prior to a change in control, the options will remain outstanding and eligible to vest in connection with such change in control. Represents time-based RSUs that vested as to one-fourth (1/4) of the RSUs on each of the first and second anniversaries of the grant date and will vest as to one-fourth (1/4) of the RSUs on each of the third and fourth anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. Represents time-based RSUs that vested as to one-fourth (1/4) of the RSUs on the first anniversary of the grant date and will vest as to one-fourth (1/4) of the RSUs on each of the second, third and fourth anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. Represents time-based RSUs that will vest as to one-third (1/3) of the RSUs on each of the first, second and third anniversaries of the grant date, generally subject to the named executive officer's continued service through the applicable vesting date. (7) Represents performance-based RSUs granted in 2025 that have a one-year performance period ending on December 31, 2025 that were eligible to vest in 2026 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through the vesting date. These RSUs vested above target performance (106%) in 2026 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. The number of RSUs reported in the table are based on actual performance (106%). Does not include any performance-based RSUs granted in 2025 that are eligible to be earned based on performance during 2026 or 2027, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2025. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (8) Represents performance-based RSUs granted in 2024 which had a one-year performance period ending on December 31, 2025 that were eligible to vest in 2026 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through the vesting date. The performance targets were established during 2025 and, as a result, such awards were considered granted in 2025 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2025 performance targets applicable to the award. These RSUs vested at target performance (100%) in 2026 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. The number of RSUs reported in the table are based on target performance (100%). Does not include any performance-based RSUs granted in 2024 that are eligible to be earned based on performance during 2026, as such RSUs were not considered to have been granted from an accounting perspective prior to December 31, 2025. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (9) Represents performance-based RSUs granted in 2023 which had a one-year performance period ending on December 31, 2025 and were eligible to vest in 2026 upon the compensation committee’s determination of the achievement of pre-established performance metrics, generally subject to the named executive officer’s continued service through such vesting date. The performance targets were established during 2025 and, as a result, such awards were considered granted in 2025 under FASB ASC Topic 718. The date included in the “Grant Date” column reflects the date on which the compensation committee established the 2025 performance targets applicable to the award. The number of RSUs reported in the table are based on target performance (100%). These RSUs vested at target performance (100%) in 2026 upon the compensation committee’s determination of the achievement of the performance conditions stated in the award. For a detailed description of the vesting terms, see “Compensation Discussion and Analysis—Components of our Executive Compensation Program—Long-term Equity Incentive Awards” above. (10) Represents time-based RSUs that vest over a five-year period with 50% of the RSUs vesting on the third anniversary of the grant date and 25% of the RSUs vesting on each of the fourth and fifth anniversaries of the grant date, in each case, generally subject to Mr. Burdick’s continued service through the vesting date. (11) Represents shares of restricted stock received in exchange for Class B Units held by the named executive officer in connection with our initial public offering that are subject to performance-based vesting conditions and are eligible to vest depending on TPG’s achievement of specified return on investment thresholds, which may be satisfied based on our average trading stock price on specified measurement dates, generally subject to the named executive officer’s continued service with us through the applicable vesting date. If Mr. Pardo’s employment is terminated by us without cause or by him for good reason, the shares of restricted stock remain outstanding and eligible to vest for six months following such termination of employment. (12) Represents RSUs that vested as to one-fourth (1/4) of the RSUs on each of the first, second and third anniversaries of the grant date (or, for Mr. Pardo only, the vesting start date listed above) and will vest as to one-fourth (1/4) of the RSUs on the fourth anniversary of the grant date (or, for Mr. Pardo only, the vesting start date listed above), generally subject to the named executive officer’s continued service through the applicable vesting date.

  44. Outstanding Equity Awards at Fiscal Year-end Table

    In connection with Mr. Pantaleoni's termination of employment, the Company agreed that, notwithstanding his termination of employment, certain of Mr. Pantaleoni's unvested equity awards will vest within ten days of January 1, 2026, as described below under "Potential Payments Upon Termination or Change in Control—Pantaleoni Separation."

  45. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information for each of our named executive officers regarding stock awards vested during the fiscal year ended December 31, 2025. None of our named executive officers exercised options during 2025.

  46. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | David Bourdon | 271,620 | 2,060,731 | | Ryan McGroarty | — | — | | Kenneth Burdick | 934,200 | 7,086,392 | | Ryan Pardo | 240,593 | 1,802,189 | | Ann Varanakis | 124,122 | 896,199 | | Vaughn Paunovich | — | — | | Pablo Pantaleoni | 247,350 | 1,852,780 |

  47. Option Exercises and Stock Vested

    (1) For stock awards, the value realized is based on the closing price of our common stock on the settlement date.

  48. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during fiscal year 2025 or prior years.

  49. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Mr. Bourdon. Under his employment agreement, if Mr. Bourdon’s employment is terminated by the Company without cause or if Mr. Bourdon resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of twelve (12) months following termination, (ii) payment of his full COBRA premiums for twelve (12) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. Bourdon elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for twelve (12) months following his termination, subject to his eligibility for such continued participation. Mr. Bourdon is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. Mr. McGroarty. Under his employment agreement, if Mr. McGroarty’s employment is terminated by the Company without cause or if Mr. McGroarty resigns for good reason, he will be entitled to receive: (i) continued payment of his base salary for a period of twelve (12) months following termination, (ii) payment of his full COBRA premiums for twelve (12) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iii) if Mr. McGroarty elects to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for twelve (12) months following his termination, subject to his eligibility for such continued participation. Mr. McGroarty is also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. Mr. Burdick. Under his employment agreement, prior to his transition to non-executive chair, if Mr. Burdick’s employment was terminated by the Company without cause or if Mr. Burdick resigned for good reason, he would have been be entitled to receive: (i) continued payment of his base salary for a period of eighteen (18) months following termination, (ii) an amount equal to his annual bonus for the year of termination, based on actual performance and pro-rated to reflect the portion of the calendar year during which he was employed (“Pro-Rata Bonus”), (iii) payment of his full COBRA premiums for eighteen (18) months following his termination, subject to his eligibility for, and timely election of, COBRA coverage, and (iv) if Mr. Burdick elected to continue his participation in our insurance plans, other than the health and dental insurance plans, payment of his full premium cost for eighteen (18) months following his termination, subject to his eligibility for such continued participation. Under the amendment to his employment agreement effective March 3, 2025, if (A) Mr. Burdick’s employment was terminated by the Company without cause or if Mr. Burdick resigns for good reason, or (B) Mr. Burdick retired by mutual agreement with our Board of Directors, any unvested and outstanding time-vesting equity awards held by Mr. Burdick as of such termination that were scheduled to vest in the twelve (12)-month period immediately following such termination will vest in full as of such termination and any performance-vesting equity awards will remain outstanding and eligible to vest based on actual performance for twelve (12) months following such termination. If his employment terminated due to his death or disability, he would have received a Pro-Rata Bonus and, upon a termination due to his disability, six months of base salary continuation (reduced by any wage continuation payments received under any of our health and disability insurance plans). Mr. Burdick was also eligible to receive severance payments and benefits under the Change in Control Policy, as described below, upon a termination of his employment in certain circumstances within the specified change in control period (without duplication with respect to any severance benefits he is entitled to under his employment agreement), which payments and benefits shall be no less favorable than those in effect under the policy on the effective date of his employment agreement. In the event Mr. Burdick ceases to serve on the Board of Directors, unvested and outstanding time-vesting equity awards held by Mr. Burdick as of such termination that are scheduled to vest in the twelve (12)-month period immediately following such termination will vest in full, and any performance-vesting equity awards will remain outstanding and eligible to vest based on actual performance for twelve (12) months following such termination. In connection with his transition to non-executive chair in March 2026, Mr. Burdick ceased to be eligible for any other severance or change in control payments or benefits. Change in Control Policy. On August 9, 2022, our Board of Directors approved the Change in Control Policy pursuant to which certain of our employees are eligible to participate, including each of our currently employed named executive officers. The terms “cause,” “good reason,” and “change in control” referred to below are defined in the Change in Control Policy. Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case other than during the period beginning six months before a change in control and ending twelve (12) months after the change in control, he or she will be eligible to receive: (i) continued payment of the participant’s base salary for a period of twelve (12) months following termination, (ii) monthly payments equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans for a period of twelve (12) months following termination, and (iii) for Messrs. Burdick and Bourdon only, a pro-rata portion of his annual cash bonus for the year of termination based on actual performance.

  50. Potential Payments Upon Termination or Change in Control

    Under the Change in Control Policy, if a participant’s employment is terminated by the Company without cause or by the participant for good reason, in either case during the period beginning six months before a change in control and ending twelve (12) months after the change in control, the participant will be eligible to receive: (i) a lump sum payment equal to twelve (12) months of the participant’s base salary (or twenty-four (24) months for Messrs. Burdick and Bourdon), (ii) a lump sum payment equal to the participant’s target annual bonus for the year of termination, (iii) twelve (12) monthly payments (or twenty-four (24) for Messrs. Burdick and Bourdon) equal to the participant’s premium costs for continued coverage under our health, dental and other insurance plans, and (iv) except to the extent that an award agreement or employment agreement entered into before the effective date of the Change in Control Policy provides for more favorable vesting terms or the terms of an award agreement entered after the effective date of the Change in Control Policy provides otherwise, (x) full acceleration of the vesting of all of the participant’s unvested and outstanding time-based equity awards and performance-based equity awards originally granted on or after June 9, 2021 (it being understood that such performance-based awards shall be deemed earned at the change in control assuming target performance and shall thereafter be converted into time-based equity awards) and (y) vesting of the participant’s unvested and outstanding performance-based equity awards originally granted prior to June 9, 2021 based on actual performance through the change in control. Severance Subject to Release of Claims and Compliance with Restrictive Covenants. Our obligation to provide severance payments and other benefits to any named executive officer under an employment agreement (other than in connection with a termination due to death) or under the Change in Control Policy is conditioned on the executive signing a release of claims in our favor and continued compliance with any restrictive covenant obligations owed to us. Section 280G of the Code. The Change in Control Policy provides for a Section 280G “better of provision” such that payments or benefits that each participant receives in connection with a change in control will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Code if such reduction would result in a greater after tax payment amount for such participant than if he or she had been paid the full amount of such payments or benefits, with such amount subject to the excise tax. Pantaleoni Separation. In connection with Mr. Pantaleoni's termination of employment as Chief Digital Officer effective July 1, 2025, Mr. Pantaleoni and the Company entered into a separation agreement (the "Pantaleoni Separation Agreement"). Under the Pantaleoni Separation Agreement, the Company agreed to pay Mr. Pantaleoni (i) $425,000 in two equal installments, with the first installment paid within the ten days following the termination of Mr. Pantaleoni's employment and the second installment paid within the ten days following January 1, 2026, and (ii) $30,246, equal to our monthly portion of the premium for Mr. Pantaleoni's medical benefits for 12 months, paid in a lump sum within ten days following the termination of Mr. Pantaleoni's employment. In addition, pursuant to the Pantaleoni Separation Agreement, 145,135 unvested time-based RSUs previously granted to Mr. Pantaleoni will remain outstanding and vest within the ten days following January 1, 2026.

  51. Estimated Severance Payments

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | | | | David Bourdon | Ryan McGroarty | Kenneth Burdick | Ryan Pardo | Ann Varanakis | Vaughn Paunovich | Pablo Pantaleoni | | Involuntary Termination Not in Connection with a Change in Control (1) | | | | | | | | | Salary Continuation | $700,000 | $550,000 | $300,000 | $350,000 | $350,000 | $485,000 | $425,000 | | Pro-Rata Bonus | $716,065 | $— | $351,538 | $— | $— | $— | $— | | Continued Health Care Benefits | $30,978 | $34,995 | $34,298 | $— | $10,356 | $31,240 | $30,246 | | LTIP Modifications (2) | $— | $— | $— | $— | $— | $— | $831,623 | | Total | $1,447,043 | $584,995 | $685,836 | $350,000 | $360,356 | $516,240 | $1,286,869 | | Involuntary Termination in Connection with a Change in Control (3) | | | | | | | | | Salary Severance | $1,400,000 | $550,000 | $400,000 | $350,000 | $350,000 | $485,000 | $— | | Target Annual Bonus | $700,000 | $467,500 | $200,000 | $175,000 | $175,000 | $315,250 | $— | | Accelerated LTIP (4) | $8,200,976 | $7,712,397 | $24,937,208 | $4,148,989 | $2,603,300 | $2,514,280 | $— | | Continued Health Care Benefits | $61,956 | $34,995 | $68,596 | $— | $10,356 | $31,240 | $— | | Total | $10,362,932 | $8,764,892 | $25,605,804 | $4,673,989 | $3,138,656 | $3,345,770 | $— | | Death (5) | | | | | | | | | Pro-Rata Bonus | $— | $— | $351,538 | $— | $— | $— | $— | | Total | $— | $— | $351,538 | $— | $— | $— | $— | | Disability (6) | | | | | | | | | Salary Continuation | $— | $— | $100,000 | $— | $— | $— | $— | | Pro-Rata Bonus | $— | $— | $351,538 | $— | $— | $— | $— | | Total | $— | $— | $451,538 | $— | $— | $— | $— |

  52. Director Compensation

    Director Compensation The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors for their services to us during fiscal year 2025. Mr. Bourdon’s and Mr. Burdick's compensation for 2025 is included with that of our other named executive officers above.

  53. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert Bessler | 50,000 | 199,998 | 249,998 | | Darren Black (3) | — | — | — | | Jeffrey Crisan (3) (4) | — | — | — | | Teresa DeLuca, M.D. | 70,000 | 199,998 | 269,998 | | William Miller (4) | 31,930 | — | 31,930 | | Eric Palmer (5) | 28,984 | 399,997 | 428,981 | | Sarah Personette (6) | 18,070 | 399,998 | 418,068 | | Jeffrey Rhodes (3) | — | — | — | | Eric Shuey | 70,000 | 199,998 | 269,998 | | Seema Verma (4) | 25,000 | — | 25,000 | | Katherine Wood (3) | — | — | — |

  54. Director Compensation

    (1) Amounts reported in this column reflect cash fees earned in fiscal year 2025. (2) Amounts reported in this column represent the grant date fair value of RSU awards granted during 2025. The grant date fair value was calculated by multiplying the number of RSUs subject to the award by the closing price of a share of common stock on the grant date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported), in accordance with ASC Topic 718, disregarding the effects of estimated forfeitures. The assumptions used in calculating the grant date fair value of RSUs reported in this column are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2025. As of December 31, 2025, our nonemployee directors held the following shares of unvested restricted stock and unvested RSUs:

  55. Director Compensation

    | Non-employee Director | Number of Unvested Shares of Restricted Stock | Number of Unvested RSUs | | Robert Bessler | 23,363 | 35,714 | | Darren Black | — | — | | Jeffrey Crisan | — | — | | Teresa DeLuca, M.D. | — | 35,714 | | William Miller | 16,837 | 7,260 | | Eric Palmer | — | 71,428 | | Sarah Personette | — | 74,766 | | Jeffrey Rhodes | — | — | | Eric Shuey | 23,363 | 35,714 | | Seema Verma | — | — | | Katherine Wood | — | — |

  56. Director Compensation

    (3) Directors who are affiliated with our shareholders do not receive compensation for their services on our Board of Directors. (4) Mr. Crisan and Ms. Verma did not stand for re-election at our 2025 annual meeting, and Mr. Miller retired in August 2025. Ms. Verma’s and Mr. Miller’s 2025 compensation reflects cash fees for the portion of the year they were employed. (5) Mr. Palmer was appointed to our Board of Directors effective June 3, 2025. (6) Ms. Personette was appointed to our Board of Directors effective August 20, 2025.

  57. Independent Director Compensation Policy

    Independent Director Compensation Policy In May 2023, our Board of Directors adopted a non-employee director compensation policy pursuant to which our independent non-employee directors are compensated as follows, beginning for the third quarter of 2023: • each independent non-employee director receives an annual cash fee of $50,000; • each independent non-employee director receives an annual grant of RSUs with a grant date fair market value of approximately $200,000 (pro-rated for a director's first year of service on the Board of Directors); and each independent non-employee director receives an initial grant of RSUs with a grant date fair market value of approximately $400,000. Mr. Shuey and Dr. DeLuca also receive an additional $20,000 annual cash retainer for their service as chairperson of our Audit Committee and Quality and Compliance Committee, respectively. The annual RSU awards granted to our non-employee directors vest in full on the first anniversary of the grant date, or the date of our next annual meeting of shareholders, if sooner, in each case, subject to the director’s continued service on our Board of Directors. The RSUs fully vest on a change in control of the Company. Pursuant to the terms of the 2021 Plan, the aggregate value of all compensation granted or paid to any director with respect to any calendar year, including awards granted under the 2021 Plan and cash fees or other compensation paid by us to such director outside of the 2021 Plan for services as a director during such calendar year, is subject to a limit of $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a director’s first year of service on our Board of Directors). In accordance with our non-employee director compensation policy, on June 11, 2025, each of Messrs. Bessler and Shuey, and Dr. DeLuca was granted 35,714 RSUs, and Mr. Palmer was granted 71,428 RSUs, which vest in full on the earlier of June 1, 2026 or the date of our next annual meeting of shareholders, subject to the director’s continued service on our Board of Directors. The RSUs also fully vest on a change in control of the Company. On August 20, 2025, Ms. Personette was granted 74,766 RSUs, which vest on the one-year anniversary of the grant date, subject to her continued service on our Board of Directors. The RSUs also fully vest on a change in control of the Company.

  58. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, see “Executive Compensation” above.

  59. Pay Versus Performance

    | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | | | Value of Initial Fixed $100 Investment Based on: | | (in thousands) | | | Year | Mr. Bourdon | Mr. Burdick | Mr. Lester | Mr. Bourdon | Mr. Burdick | Mr. Lester | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (Loss)(7) | Adjusted EBITDA(8) | | 2025 | 6,645,380 | 7,122,028 | N/A | 4,760,249 | (482,437) | N/A | 3,257,352 | 811,233 | 32 | 85 | 9,663 | 157,671 | | 2024 | N/A | 10,204,676 | N/A | N/A | 4,141,057 | N/A | 4,174,029 | (1,685,441) | 34 | 70 | (57,443) | 119,742 | | 2023 | N/A | 14,829,496 | N/A | N/A | 39,438,062 | N/A | 2,542,147 | 3,598,675 | 36 | 68 | (186,262) | 59,042 | | 2022 | N/A | 40,953,095 | 9,808,706 | N/A | 27,350,996 | (25,950,275) | 9,475,625 | (141,744) | 23 | 65 | (215,564) | 52,670 | | 2021 | N/A | N/A | 147,001,804 | N/A | N/A | 118,763,423 | 38,859,218 | 23,022,181 | 43 | 91 | (307,197) | 49,154 |

  60. Pay Versus Performance

    (1) The amounts reported in these columns represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for Mr. Bourdon, who served as our Chief Executive Officer starting on March 3, 2025, Mr. Burdick, who served as our Chief Executive Officer during 2022, 2023, 2024 and 2025 until he retired from such position effective March 3, 2025, and/or Michael K. Lester, who served as our President and Chief Executive Officer during 2021 and 2022 until he retired from such position effective September 7, 2022. The amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Bourdon, Mr. Burdick and/or Mr. Lester, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bourdon, Mr. Burdick or Mr. Lester during the applicable year and were not considered by the compensation committee at the time it made decisions with respect to Mr. Bourdon’s, Mr. Burdick’s or Mr. Lester’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Bourdon’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

  61. Pay Versus Performance

    | | Year | | | | | | Calculation of "Compensation Actually Paid" to David Bourdon | 2025 | 2024 | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Bourdon | 6,645,380 | N/A | N/A | N/A | N/A | | Amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (5,257,623) | N/A | N/A | N/A | N/A | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 4,722,876 | N/A | N/A | N/A | N/A | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | 80,418 | N/A | N/A | N/A | N/A | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | N/A | N/A | N/A | N/A | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | (1,430,802) | N/A | N/A | N/A | N/A | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | — | N/A | N/A | N/A | N/A | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | N/A | N/A | N/A | N/A | | Compensation Actually Paid to Mr. Bourdon | 4,760,249 | N/A | N/A | N/A | N/A |

  62. Pay Versus Performance

    In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burdick’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

  63. Pay Versus Performance

    | | Year | | | | | | Calculation of "Compensation Actually Paid" to Kenneth Burdick | 2025 | 2024 | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Burdick | 7,122,028 | 10,204,676 | 14,829,496 | 40,953,095 | N/A | | Amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (6,471,874) | (8,357,876) | (13,423,219) | (40,753,003) | N/A | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 5,870,403 | 7,893,557 | 21,805,767 | 27,150,904 | N/A | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | (1,129,498) | (408,072) | 148,959 | — | N/A | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | — | — | — | N/A | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | (5,873,496) | (5,191,228) | 16,077,059 | — | N/A | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | — | — | — | — | N/A | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | — | — | — | N/A | | Compensation Actually Paid to Mr. Burdick | (482,437) | 4,141,057 | 39,438,062 | 27,350,996 | N/A |

  64. Pay Versus Performance

    In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lester’s total compensation for each applicable year to determine the compensation actually paid to him for the relevant year:

  65. Pay Versus Performance

    | | Year | | | | | | Calculation of "Compensation Actually Paid" to Michael K. Lester | 2025 | 2024 | 2023 | 2022 | 2021 | | Reported Summary Compensation Table ("SCT") Total for Mr. Lester | N/A | N/A | N/A | 9,808,706 | 147,001,804 | | Amounts reported in the "Stock Awards" column of the SCT | N/A | N/A | N/A | (9,242,960) | (146,263,703) | | Fair value (as of year end) of equity awards granted during the year that remain unvested at year end | N/A | N/A | N/A | 5,101,943 | 15,736,212 | | Change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | N/A | N/A | N/A | (8,298,049) | 32,893,266 | | Fair value (as of the vesting date) of equity awards that were granted and vested during the year | N/A | N/A | N/A | — | — | | Change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | N/A | N/A | N/A | (23,319,915) | 69,395,844 | | Fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | N/A | N/A | N/A | — | — | | Value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | N/A | N/A | N/A | — | — | | Compensation Actually Paid to Mr. Lester | N/A | N/A | N/A | (25,950,275) | 118,763,423 |

  66. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. (3) The amounts reported in this column represent the average amounts of total compensation reported for our non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table for each corresponding year. The non-PEO Named Executive Officers included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025: Ryan McGroarty, Ryan Pardo, Ann Varanakis, Vaughn Paunovich, and Pablo Pantaleoni, (ii) for 2024: David Bourdon, Pablo Pantaleoni, Ryan Pardo, Ann Varanakis, Danish Qureshi and Kevin Mullins; (iii) for 2023, David Bourdon, Danish Qureshi, Pablo Pantaleoni, and Ryan Pardo; (iv) for 2022, Danish Qureshi and David Bourdon; and (v) for 2021, J. Michael Bruff and Gwen H. Booth. (4) The amounts reported in this column represent the average amount of “compensation actually paid” to our non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to our non-PEO Named Executive Officers as a group during the applicable year and were not considered by the compensation committee at the time it made decisions with respect to the compensation of our non-PEO Named Executive Officers. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for our non-PEO Named Executive Officers as a group for each year to determine the compensation actually paid:

  67. Pay Versus Performance

    | | Year | | | | | | Calculation of "Compensation Actually Paid" to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table ("SCT") Total for non-PEO NEOs | 3,257,352 | 4,174,029 | 2,542,147 | 9,475,625 | 38,859,218 | | Average amounts reported in the "Stock Awards" and "Option Awards" columns of the SCT | (2,504,040) | (3,543,687) | (1,866,597) | (9,277,525) | (36,661,697) | | Average fair value (as of year end) of equity awards granted during the year that remain unvested at year end | 772,706 | 699,259 | 1,050,879 | 3,201,808 | 3,872,889 | | Average change in fair value (as of vesting date from prior year end) of previously granted equity awards that vested during the year | 10,702 | (58,946) | 729,129 | (903,301) | 3,654,809 | | Average fair value (as of the vesting date) of equity awards that were granted and vested during the year | — | — | — | 1,000,001 | 1,730,994 | | Average change in fair value (as of year end from prior year end) of previously granted equity awards that remain unvested at year end | (35,100) | (685,123) | 1,310,562 | (3,638,352) | 11,565,968 | | Average fair value (as of the end of the prior year) of previously granted equity awards that failed to meet vesting conditions in the year | (690,387) | (2,270,973) | (167,445) | — | — | | Average value of dividends or other earnings paid on equity awards during the year not otherwise reflected in fair value of equity award or total compensation for the year | — | — | — | — | — | | Average Compensation Actually Paid to non-PEO NEOs | 811,233 | (1,685,441) | 3,598,675 | (141,744) | 23,022,181 |

  68. Pay Versus Performance

    The valuation assumptions used to calculate the fair values of options, RSUs, and restricted stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the compensation committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The amounts reported in this column represent the cumulative total return on $100 invested in the Company’s common stock as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table. The Company has not paid any dividends since its IPO. (6) The amounts reported in this column represent the weighted cumulative total return on $100 invested as of June 10, 2021 (the date on which our common stock began trading on Nasdaq) through the last trading day for the applicable fiscal year in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Russell 2500 Health Care Index, which is the same peer group used in our Annual Report on Form 10-K for fiscal year 2025 for purposes of Item 201(e) of Regulation S-K. The return of this index is calculated assuming reinvestment of dividends during the period presented. (7) The amounts reported in this column represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. The amounts reported in this column represent Adjusted EBITDA*, our Company-Selected Measure, which we believe is the most important financial measure used to link compensation actually paid to our named executive officers to Company performance for 2025. Adjusted EBITDA* is defined in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  69. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Relationship between Compensation Actually Paid and Company TSR The graph below sets forth the relationship between “compensation actually paid” to Mr. Bourdon, “compensation actually paid” to Mr. Burdick, “compensation actually paid” to Mr. Lester, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2025. Relationship between Compensation Actually Paid and Net Income (Loss) The graph below sets forth the relationship between “compensation actually paid” to Mr. Bourdon, “compensation actually paid” to Mr. Burdick, “compensation actually paid” to Mr. Lester, and the average “compensation actually paid” to our Non-PEO NEOs, and the Company’s Net Income (Loss). Relationship between Compensation Actually Paid and Adjusted EBITDA The graph below sets forth the relationship between “compensation actually paid” to Mr. Bourdon, “compensation actually paid” to Mr. Burdick, “compensation actually paid” to Mr. Lester, and the average “compensation actually paid” to our Non-PEO NEOs, and our Company-Selected Measure, Adjusted EBITDA*. Comparison of Company TSR and Peer Group TSR The graph below compares the Company’s cumulative TSR starting June 10, 2021, the date our common stock began trading on Nasdaq, through December 31, 2025 to the cumulative TSR of the Russell 2500 Health Care Index over the same period. Performance Measures As described in greater detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company for the most recently completed fiscal year to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are as follows: • Adjusted EBITDA* Revenue No other financial performance measures were used by the Company in its executive compensation program for the most recently completed fiscal year.

  70. 2025 CEO Pay Ratio

    2025 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, the following information describes the relationship of the median of the annual total compensation of our employees (other than our Chief Executive Officer) and its Chief Executive Officer. To identify the median employee and determine the annual total compensation of that median employee, we prepared a list of all our full-time, part-time, and temporary employees as of December 31, 2024. To identify the “median employee” from our employee population, we calculated the amount of annual base compensation, including salary, annual and quarterly cash incentive payments, hourly pay, overtime, and annual benefit rate for all of our employees other than our former Chief Executive Officer. We annualized the compensation of those full-time and part-time employees that were not employed for the full year of 2024. We did not use any permitted exclusions or adjustments under the rules. As of December 31, 2025, we had a total of 10,960 employees, excluding our Chief Executive Officer, all of whom were included for purposes of identifying the median employee. Once we identified the median employee, we calculated that employee’s annual total compensation in the same manner as we calculate “Total Compensation” for purposes of the Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. As permitted under SEC rules, we may identify our median employee for purposes of providing the CEO pay ratio disclosure once every three years, provided that there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the CEO pay ratio disclosure. In accordance with SEC requirements, we determined that there have been no changes to the employee population or employee compensation arrangements in 2025 that would be significant to the CEO pay ratio calculation. However, because the median employee identified in 2024 is no longer employed by us, we have selected a new median employee whose compensation is substantially similar to that of the previously identified median employee. Determined in this manner, the median employee’s annual total compensation was $89,852. Because two individuals served as our Chief Executive Officer during fiscal year 2025, in accordance with SEC requirements, we calculated the compensation provided to each person who served as our Chief Executive Officer during the year, for the time each such person served as our Chief Executive Officer, and combined those figures. Determined in this manner, the annual total compensation paid to the individuals who served as our Chief Executive Officer during fiscal year 2025 for the time each such person served as our Chief Executive Officer, using the same methodology in the Summary Compensation Table for total compensation, was $10,649,893. The resulting ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees (other than the Chief Executive Officer) is estimated to be approximately 119:1. The CEO Pay Ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.