DEF 14A of Corsair Gaming, Inc.
Filed Apr 30, 2026 · FY20250001193125-26-197141
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors is divided into three classes. Each class consists, as nearly as possible, of one‑third of the total number of directors, and each class has a three‑year term. Except as otherwise provided by law, vacancies on the board of directors may be filled only by individuals elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Our board of directors currently consists of nine directors divided into the three following classes: • The Class I directors are Jason Glen Cahilly, Sarah Mears Kim and Samuel R. Szteinbaum, and their terms will expire at our 2027 annual meeting of stockholders; • The Class II directors are Anup Bagaria, George L. Majoros, Jr. and Stuart A. Martin, and their terms will expire at our 2028 annual meeting of stockholders; and • The Class III directors are Diana Bell, Thi La and Randall J. Weisenburger, and their terms are expiring at the 2026 Annual Meeting. Two of our current Class III directors, Ms. La and Mr. Weisenburger, have been nominated to serve as Class III directors and have agreed to stand for election. On March 5, 2026, Ms. Bell provided notice that she would not seek re-election at the Annual Meeting. Ms. Bell will continue to serve as a director and member of the audit committee through the end of her term at the Annual Meeting. If the nominees for Class III are elected at the 2026 Annual Meeting, then each nominee will serve for a three‑year term expiring at our 2029 annual meeting of stockholders, or until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Our directors are elected by a plurality of the votes cast. If a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the two nominees for Class III above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by the Company’s management or the board of directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2026 Annual Meeting. Our board of directors and management encourage each nominee for director and each continuing director to attend the 2026 Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TWO CLASS III NOMINEES FOR DIRECTOR. CLASS I DIRECTORS – To continue in office until our 2027 annual meeting of stockholders Samuel R. Szteinbaum, age 63, has served as a member of our board of directors since August 2017. Mr. Szteinbaum is currently the Chief Executive Officer and Chairman of the board of directors for preschool provider The Wonder Years, which he founded in 1988. Previously, Mr. Szteinbaum served as the chairman of the board of directors of Asetek, Inc., a public company that trades on the Oslo stock exchange, from February 2009 until October 2018. Mr. Szteinbaum also served as a member of the board of directors of Sococo, Inc., a private software company, from 2008 until 2012. From June 1984 to November 2008, Mr. Szteinbaum held various positions at Hewlett‑Packard Company, including serving as Vice President of the Consumer Products Group (Desktop and Notebook Computing) from May 2002 through October 2005, and as Vice President of and Chief Learning Officer from October 2005 to November 2008. Mr. Szteinbaum earned a B.A. in Mathematics and Economics from the University of California, Santa Cruz and an M.S. in Management from Purdue University. We believe that Mr. Szteinbaum is qualified to serve on our board of directors due to his deep experience in the technology industry. Jason Glen Cahilly, age 56, has served as a member of our board of directors since August 2017. Mr. Cahilly is currently the Chief Executive Officer of Dragon Group LLC and its affiliates, a private firm that provides capital and business management consulting and advisory services worldwide. Mr. Cahilly also currently serves as a member of the boards of directors, and as a member of the compensation and audit committees, of Carnival Corporation & plc, a public travel and leisure company. Previously, Mr. Cahilly served as the Chief Strategic and Financial Officer of the National Basketball Association from January 2013 to June 2017, as well as a director of the board of NBA China. Prior to that, Mr. Cahilly spent 12 years at Goldman Sachs & Co., where he served as Partner, Global Co‑Head of Media & Telecommunications and Head of Principal Investing for TMT, among other roles. Mr. Cahilly earned a B.A. in International Relations and in Economics from Bucknell University and a J.D. from Harvard Law School. We believe that Mr. Cahilly is qualified to serve on our board of directors due to his more than 30 years of experience in the global media, technology, entertainment, sports, leisure, communications and finance sectors in a variety of senior roles. Sarah Mears Kim, age 47, has served as a member of our board of directors since December 2021. Ms. Kim has served as a Partner at Centana Growth Partners since January 2023. Ms. Kim previously served as Chief Financial and Business Officer of Archipelago Analytics, a private AI‑driven technology platform, from August 2021 to July 2022. Before joining Archipelago Analytics, Ms. Kim worked at ICONIQ Capital’s Family Office, where she served as Senior Vice President, Head of Private Equity and Venture Capital from September 2019 to August 2021 and the Head of Private Markets and Co‑Investments from February 2016 to September 2019. She previously served as the Director of Private Equity for the Stanford Management Company from August 2013 to February 2016. Ms. Kim also served on the board of directors for ABR Reinsurance Capital Holdings Ltd., a Bermuda‑based insurance carrier, from March 2019 to September 2021. Ms. Kim earned her B.S at Stanford University and her M.B.A. at the Wharton School of the University of Pennsylvania. We believe that Ms. Kim is qualified to serve on our board of directors due to her broad leadership skills and business experience gained in a variety of industries. CLASS II DIRECTORS – To continue in office until our 2028 annual meeting of stockholders George L. Majoros, Jr., age 64, has served as a member of our board of directors since August 2017. Mr. Majoros is currently a Co‑Managing Partner of EagleTree Capital, LP, or EagleTree Capital, having first joined EagleTree Capital’s predecessor firm, Wasserstein Perella & Co., in 1993. Mr. Majoros has also served on the boards of directors of numerous public and private companies over the past 25 years. Prior to joining EagleTree Capital, Mr. Majoros practiced law with Jones, Day, Reavis & Pogue, where he specialized in contested takeovers, mergers and acquisitions and corporate and securities law. Mr. Majoros received his A.B. in Economics from the University of Michigan and his J.D. from Case Western Reserve University Law School. We believe that Mr. Majoros is qualified to serve on our board of directors due to his broad leadership skills and business experience gained in a variety of industries.
ELECTION OF DIRECTORS
Anup Bagaria, age 53, has served as a member of our board of directors since September 2018. Mr. Bagaria is currently Co-Managing Partner at EagleTree Capital. Mr. Bagaria joined EagleTree Capital’s predecessor firm, Wasserstein Perella & Co., in 1994 and has served on the boards of directors of numerous private companies over the past 25 years. He also served as the Chief Executive Officer of New York Media. Mr. Bagaria received his S.B. from the Massachusetts Institute of Technology. We believe that Mr. Bagaria is qualified to serve on our board of directors due to his broad leadership skills and business experience gained in a variety of industries. Stuart A. Martin, age 44, has served as a member of our board of directors since August 2017. Mr. Martin joined EagleTree Capital’s predecessor firm in 2004. Prior to EagleTree Capital, Mr. Martin worked at UBS Los Angeles, focusing on leveraged finance, consumer products and media transactions. Mr. Martin helps lead EagleTree’s investment activities in the consumer products sector. He currently serves on the board of directors for Lignetics, MacKenzie‑Childs, Summit Hill Foods and Warbird Marine Holdings. He previously served on the boards of directors of Harry & David, Paris Presents and So Delicious Dairy Free. Mr. Martin received his B.A. in Economics from Pomona College and was elected to Phi Beta Kappa. We believe that Mr. Martin is qualified to serve on our board of directors due to his extensive financial and strategic experience gained over many years. CLASS III NOMINEES FOR DIRECTORS – To be elected for a three-year term expiring at our 2029 annual meeting of the stockholders Randall J. Weisenburger, age 67, has served as a member of our board of directors since July 2018. He started Mile 26 Capital, LLC in January 2015. Previously, Mr. Weisenburger was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc. from 1998 until September 2014. Before joining Omnicom, he was a founding member of Wasserstein Perella, or WP, where he specialized in private equity investing and leveraged acquisitions and a former member of the First Boston Corporation. From 1993 through 1998, Mr. Weisenburger was President and Chief Executive Officer of WP’s merchant banking subsidiary, Wasserstein & Co. Additionally, he held various roles within WP’s portfolio of investment companies including: Co‑Chairman of Collins & Aikman Corp, CEO of Wickes Manufacturing, Vice Chairman of Maybelline Inc., and Chairman of American Law Media. Mr. Weisenburger currently serves as a member of the board of directors of Carnival Corporation & plc, Valero Energy Corporation and MP Materials Corp. Mr. Weisenburger also serves as a member of the compensation committee of Valero Energy Corporation. Mr. Weisenburger previously served as a member of the Board of Overseers of the Wharton School of Business at the University of Pennsylvania, a trustee of Eisenhower Fellowships, as a member of the board of directors of the New York City Health & Hospital Foundation and of the US Ski and Snowboard Foundation. He earned a B.S. in Accounting and Finance from Virginia Polytechnic Institute and State University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Weisenburger is qualified to serve on our board of directors due to his experience as a senior executive of a large multi‑national corporation and his extensive financial and accounting skills. Thi La, age 61, has served as a member of our board of directors since December 2021, and our Chief Executive Officer since July 2025. From January 2021 to July 2025 Ms. La served as our President and from August 2013 to July 2025 as our Chief Operating Officer. From May 2010 to August 2013, she served as our Senior Vice President and General Manager of our gaming PC component business unit. From April 2008 to July 2010, Ms. La served as the Vice President of Global Operations and Information Technology at Opnext, Inc., a designer and manufacturer of optical gaming, modules and subsystems for communications uses. From 1997 to 2008 she held various positions at Hewlett Packard, Inc., including Director of Consumer Desktop PC, Display and Accessories for North America. Ms. La holds a B.S. in Electrical Engineering from San Jose State University. We believe that Ms. La is qualified to serve on our board of directors due to her extensive leadership experience in the technology industry.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Our board of directors is committed to attracting and retaining a highly experienced and capable group of non‑employee directors, including through pay levels and compensation practices that are competitive relative to other publicly‑listed companies. The compensation committee periodically reviews the director compensation program with Compensia, its compensation consultant, including our non-employee director compensation policy for fiscal year 2025. For fiscal year 2025, our non‑employee directors (other than any individual who was (1) an employee of the Company or any parent or subsidiary or (2) served on the board as a stockholder representative) were compensated under our non‑employee director compensation program, or the Director Compensation Program. Pursuant to the Director Compensation Program, our non‑employee directors will receive cash compensation, paid quarterly in arrears, as follows: • Each non‑employee director will receive an annual cash retainer in the amount of $65,000 per year. • The chairperson of the audit committee will receive additional annual cash compensation in the amount of $30,000 per year for such chairperson’s service on the audit committee. Each non‑chairperson member of the audit committee will receive additional annual cash compensation in the amount of $15,000 per year for such member’s service on the audit committee. • The chairperson of the compensation committee will receive additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the compensation committee. Each non‑chairperson member of the compensation committee will receive additional annual cash compensation in the amount of $10,000 per year for such member’s service on the compensation committee. • The chairperson of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $12,500 per year for such chairperson’s service on the nominating and corporate governance committee. Each non‑chairperson member of the nominating and corporate governance committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the nominating and corporate governance committee. Under the Director Compensation Program, each non-employee director who is initially elected or appointed to the board of directors subsequent to our initial public offering on any date other than the date of an annual meeting will automatically, on the date of such director’s election or appointment, be granted initial awards of: (a) an option to purchase shares of our common stock, which option will have an aggregate value on the date of grant of $50,000 (pro-rated for any partial time from the director’s start date through the date of the next annual meeting), and (b) restricted stock units, or RSUs, with an aggregate value on the date of grant of $50,000 (pro-rated for any partial time from the director’s start date through the date of the next annual meeting). Each non‑employee director who serves on the board of directors as of any annual meeting (and will continue serving following such annual meeting) will automatically, on the date of such annual meeting, be granted Annual Awards of: (a) an option to purchase shares of our common stock, which option will have an aggregate grant date value on the date of grant of $100,000; and (b) RSUs with an aggregate value on the date of grant of $100,000. The number of shares granted under the Director Compensation Program is obtained by dividing the dollar value of the grants by the thirty-day volume weighted average trading price of a share of our common stock, taking into consideration the volatility, risk-free rate and life expectancy assumptions in our most recent public filings. The Initial Awards will vest on the first anniversary of the date of grant, subject to continued service through each applicable vesting date. The Annual Awards will vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholders’ meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. The exercise price per share of non-employee director options will be equal to the closing price per share of our common stock on the date of such annual meeting (or on the last preceding trading day if the annual meeting is not a trading day), which is the fair market value of a share of our common stock on the grant date, and all equity awards held by the non-employee directors will vest in full upon the consummation of a Change in Control (as defined in the 2020 Incentive Award Plan, or the 2020 Plan). In accordance with the 2020 Plan, the sum of the value of all equity awards and cash that may be granted to a non‑employee director during any calendar year shall not exceed $1,000,000 for such director’s first year of service as a director and $500,000 for each year thereafter. In addition, we reimburse our non‑employee directors for travel and other necessary business expenses incurred in the performance of their services for us. Our board of directors and compensation committee considered all material information available when determining the compensation programs for our non‑employee directors, including in particular data provided by Compensia, who provided data relating to companies having market capitalizations and industries similar to ours. While our board of directors and compensation committee reviewed the statistical compensation data and elements derived from this supplemental industry information when determining the compensation for our Director Compensation Program, our board of directors and our compensation committee did not benchmark our non‑employee director compensation against any single company or an identifiable select group of companies. The following table summarizes the total compensation earned during the year ended December 31, 2025 by our non‑employee directors.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Other ($) | Total ($) | | Anup Bagaria | — | — | — | — | — | | Jason Glen Cahilly | 100,000 | 120,649 | 133,503 | — | 354,152 | | George L. Majoros, Jr. | — | — | — | — | — | | Stuart A. Martin | — | — | — | — | — | | Samuel R. Szteinbaum | 97,500 | 120,649 | 133,503 | — | 351,652 | | Randall J. Weisenburger | 95,000 | 120,649 | 133,503 | — | 349,152 | | Diana Bell | 80,000 | 120,649 | 133,503 | — | 334,152 | | Sarah Mears Kim | 75,000 | 120,649 | 133,503 | — | 329,152 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1) The amounts shown represent the cash portion of the annual retainers, committee chair retainers, and committee member retainers. (2) Amounts shown represent the grant date fair value of options and RSUs granted during fiscal 2025 as calculated in accordance with ASC Topic 718. See Note 10 of the consolidated financial statements included in our Annual Report on Form 10-K filed on February 25, 2026. The number of shares underlying the Annual Awards is determined in accordance with the Director Compensation Program based on a 30-day volume-weighted average trading price prior to the grant date. As a result, the reported grant date fair value may differ from the target award values under the Director Compensation Program. The table below shows the aggregate numbers of option awards outstanding (exercisable and unexercisable) and unvested stock awards held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Options Outstanding at Fiscal Year End | Unvested Outstanding Stock Awards at Fiscal Year End | | Anup Bagaria | — | — | | Jason Glen Cahilly | 158,961 | 12,438 | | George L. Majoros, Jr. | — | — | | Stuart A. Martin | — | — | | Samuel R. Szteinbaum | 108,961 | 12,438 | | Randall J. Weisenburger | 158,961 | 12,438 | | Diana Bell | 81,422 | 12,438 | | Sarah Mears Kim | 73,736 | 12,438 |
Compensation Philosophy and Objectives
| What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at-risk compensation.X | Grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Emphasize the use of equity compensation with multi-year vesting to promote executive retention and to reward long-term value creation.X | Provide excessive perquisites. | | ✓ | Weigh the overall pay mix towards incentive compensation for senior executives.X | Provide compensation-related tax gross-ups. | | ✓ | Utilize an independent compensation consultant to advise our compensation committee.X | Guarantee executive officers’ annual salary increases, bonuses, or new grants of long-term equity. | | ✓ | Establish incentive compensation programs based on metrics that are aligned with our corporate strategy and designed to grow stockholder value.X | Permit our employees, including our executive officers, and the members of our board of directors to pledge or hedge shares of our common stock. | | ✓ | Utilize a clawback policy that complies with SEC and corresponding Nasdaq Rules.X | We do not pay dividends and have not paid dividends or dividend equivalents on unvested equity awards. | | ✓ | Conduct an annual review of executive compensation.X | We do not provide single-trigger vesting acceleration entitlements following a change in control. | | ✓ | Conduct an annual evaluation of our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the Company.X | We do not provide supplemental retirement pension, or other special retirement benefits that are exclusive to the executive team. | | ✓ | Provide post-employment compensation arrangements for our executive officers in amounts and multiples that are within market norms and consistent with our compensation peer group. | | | ✓ | Review risks associated with our key executive positions on an annual basis to establish an adequate | |
Compensation Philosophy and Objectives
| | succession strategy and to ensure that plans are in place for our most critical positions. | | ✓ | Conduct an annual review of our peer group. | | ✓ | Maintain stock ownership guidelines for the Chief Executive Officer |
Role of the Compensation Committee, Board of Directors and Executive Officers
Role of the Compensation Committee, Board of Directors and Executive Officers Our compensation committee initially determines the compensation policy and total direct compensation payable to our NEOs, together with input from our Chief Executive Officer (but other than with respect to the Chief Executive Officer’s own compensation), and makes recommendations to our board of directors for its formal approval. The compensation committee and the board of directors interact with management on compensation issues primarily through communications, meetings and discussions with the Chief Executive Officer and the Chief Human Resources Officer, who also attend meetings of the compensation committee and/or board of directors as requested by the compensation committee and board of directors, as the case may be. As part of the fiscal 2025 compensation determination process, Andrew Paul, our former Chief Executive Officer, recommended to the compensation committee at the beginning of the year key initiatives and goals for the Company and for each NEO, other than himself and Mr. Mattingly. The compensation committee then presented its own recommendations to the board of directors for formal approval. In addition, the compensation committee reviewed and initially determined total direct compensation for our former Chief Executive Officer and our former President and Chief Operating Officer and current Chief Executive Officer and then recommended such to our board of directors for formal approval. Our former Chief Executive Officer and current Chief Executive Officer did not participate in any formal decisions by our compensation committee or board of directors regarding his or her respective compensation and each recused themselves from formal votes when his or her compensation was decided. At the end of each year, the board of directors, after recommendation from our compensation committee, evaluates and formally determines our actual company‑wide performance against the operating plan and performance targets were approved for the prior fiscal year. The compensation committee also meets periodically to discuss compensation‑related matters as they arise during the year. In early fiscal 2026 the Chief Executive Officer reviewed with the compensation committee progress towards goals, results compared to targets and other material items relating to overall Company performance and each NEO, other than herself. The Chief Executive Officer and the compensation committee also reviewed competitive market analyses prepared and provided by independent compensation consultant Compensia. The Chief Executive Officer provided the compensation committee with recommended total direct compensation levels for fiscal 2025 and targeted total direct compensation levels for fiscal 2026 for each NEO (except for her own). The compensation committee then determined the fiscal 2025 actual and 2026 targeted total direct compensation for each of our NEOs. Our compensation committee recommended that our board of directors approve, and our board of directors approved our actual executive compensation for each NEO awarded for fiscal 2025 and targeted for fiscal 2026 in early 2026.
Role of Compensation Consultant
Role of Compensation Consultant As part of the 2025 compensation decisions, the board of directors and the compensation committee considered advice and data provided by Compensia to gain a general understanding of current compensation practices. The data provided by Compensia reported statistics on the total compensation, position and responsibilities of executives employed by similarly‑situated companies in our industry. For fiscal 2025, Compensia advised and assisted with the following: • development of a peer group to be used in the evaluation of 2025 executive and director compensation; • market analysis of executive officer base salary and annual cash bonus compensation; market analysis of long-term incentive compensation of our executive officers; market analysis of director compensation; • design of competitive and appropriate compensation packages to incentivize executives to maximize Company performance; • consultation with our compensation committee chair and other members between compensation committee meetings; and • support on other ad hoc matters throughout the year.
2025 Peer Group
2025 Peer Group With the assistance of Compensia, the compensation committee annually reviews the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group. While referencing peer group compensation levels is helpful in determining market‑competitive compensation for our NEOs, the compensation committee and board of directors do not directly tie any pay elements to particular benchmarks within the peer group. Rather, peer data is one material consideration, along with employee knowledge, skills, experience, individual performance and scope of responsibilities, among other factors. In developing the 2025 peer group, the compensation committee reviewed the peer group selection criteria with the assistance of Compensia, to ensure that it remained appropriate for our Company, based on our current financial position, market capitalization and headcount. In doing so, the compensation committee assessed last year’s peer group to determine if the peer companies continue to meet the updated peer selection criteria and whether or not they have been acquired. To the extent the compensation committee determined that it would be appropriate to remove a company from the peer group, the committee considered a number of additional companies that meet our updated selection criteria, set forth below. The compensation committee considered several qualitative and quantitative elements. The updated targeted criteria set out below were guidelines, and not all companies selected met each of the selection criteria. • Industry Scope – Electronic components, electronic equipment and instruments, communication equipment, alternative carriers, semiconductors, consumer electronic and technology hardware, storage and peripherals, or related or adjacent to our business; • Revenue Scale – Companies within a revenue range for the last four fiscal quarters of $690 million to $4.1 billion (approximately 0.5 times to approximately 3.0 times our last fourth quarter revenue at the time the peer group was adopted); • Market Capitalization – Companies within a market capitalization range of $217 million to $3.5 billion (approximately 0.25 times to approximately 4.0 times our 30-day average market capitalization at the time the peer group was adopted); and • Geographic Location – Headquartered in the U.S. with a preference for Bay Area and/or West Coast companies. Following this analysis, the compensation committee identified the following 18 publicly-traded companies as our peer group to be used in reviewing executive compensation for 2025:
2025 Peer Group
| Belden Inc. | Daktronics, Inc. | ePlus inc. | | Extreme Networks, Inc. | GoPro, Inc. | Infinera Corporation | | Knowles Corp | Logitech International S.A. | Lumentum Holdings Inc. | | Methode Electronics, Inc. | NETGEAR, Inc. | OSI Systems, Inc. | | Ribbon Communications Inc. | SMART Global Holdings, Inc. | Sonos, Inc. |
2025 Peer Group
| Viasat Inc. | Viavi Solutions Inc. | VIZIO Holding Corp |
2025 Peer Group
We added five new peer companies and removed six companies from our peer group, to adjust for our updated screening criteria. We removed four companies in 2025 as they no longer align with our selection criteria with respect to revenue scale and/or market capitalization: Ciena Corporation, Juniper Networks Inc., Pure Storage, Inc., and Super Micro Computer, Inc. We removed EchoStar Corporation as it no longer aligned with our revenue scale selection criteria following its merger with DISH, and we removed SunPower, Inc. after it filed for bankruptcy. We added five new companies that align within the selection criteria guidelines set forth above: Daktronics, Inc., Knowles Corp, NETGEAR, Inc., or NETGEAR, Ribbon Communications Inc., and Viasat Inc. In 2023 we removed NETGEAR from our peer group as it had fallen below the market capitalization target. Given NETGEAR now meets our market capitalization targets we added it back to our peer group. Our compensation committee expects to periodically review and update this peer group and to utilize an independent compensation consultant for benchmarking and peer group analysis in determining and developing compensation packages for our NEOs.
Components of Compensation for Fiscal 2025
Components of Compensation for Fiscal 2025 Our performance‑driven compensation program for our NEOs consists of the following main components: • base salary; • annual cash bonus; • long‑term equity awards; • benefits; • perquisites; and • severance benefits. We will continue to build our executive compensation program around each of these elements because each individual component is useful in furthering our compensation philosophy, and we believe that, collectively, they are effective in achieving our overall objectives. With assistance from Compensia, the compensation committee reviewed the market positioning of its compensation package as compared to the compensation peer group, and determined that base salaries and total cash compensation were generally positioned below median with respect to similarly situated executive officers at peer group companies. In addition, due to changes in our stock prices the 2024 unvested equity holdings for our executive officers were low, with limited retention value. These findings impacted compensation decisions in 2025 as described below. Base Salary. We provide our NEOs with a base salary to provide a fixed level of compensation for their service to our Company during each fiscal year. The base salary payable to each NEO is intended to provide a fixed component of compensation that adequately reflects the executive’s qualifications, experience, role and responsibilities. Base salary amounts are established based on consideration of, among other factors, the scope of the NEO’s position, responsibilities, and experience and the competitive market for such talent, based on, among other things, experience with other similarly‑situated companies and our industry. The compensation committee reviews annually each NEO’s performance and may increase the respective base salary at its discretion if merited by performance or other market factors necessary to attract, motivate and retain our executives. Base salaries for fiscal 2025 were approved by our board for our NEOs (other than Mr. Mattingly, whose compensation was approved in November 2025) in February 2025 following the initial recommendations from our compensation committee in February 2025. For fiscal 2025, the board of directors approved increasing the base salaries from 2024 of our then-current NEOs, which included Andrew J. Paul and Michael G. Potter, based on our board of director’s evaluation and recommendations from our compensation committee and Chief Executive Officer relating to each NEO’s performance and after evaluating compensation surveys prepared by Compensia and considering all other relevant facts and circumstances. In 2025, the board of directors, based on recommendations from our compensation committee, also approved increasing the base salary of Thi L. La in her capacity as President and Chief Operating Officer, and again in connection with her promotion to Chief Executive Officer, as described in further detail in the table below. The following table represents our NEOs’ base salaries for 2025.
Components of Compensation for Fiscal 2025
(1) Effective January 1, 2025, the board of directors increased Mr. Paul’s base salary in order to more properly compensate him for his services as Chief Executive Officer. Mr. Paul received a prorated portion of his 2025 salary due to his transition and retirement effective July 1, 2025. (2) Effective January 1, 2025, the board increased Ms. La’s salary by 6.6%, from $563,000 to $600,000, in order to properly compensate her for her duties and responsibilities as President and Chief Operating Officer. Effective July 1, 2025, the board of directors further increased Ms. La’s base salary 33.3%, from $600,000 to $800,000 to reflect her new duties and responsibilities as Chief Executive Officer, based on Ms. La’s knowledge and expertise and competitive market data from the Company’s peer group. (3) Mr. Mattingly’s employment commenced on December 2, 2025, and he received a prorated portion of his 2025 base salary based on his start date. Annual Cash Bonus. Annual cash bonus payments are intended to reward short‑term achievements based on pre-determined revenue and adjusted operating income and individual performances and achievements. In fiscal 2025, each NEO’s target annual cash bonus comprised a significant portion of their respective total cash compensation opportunity, in line with our intention to pay for performance. As a cornerstone of our compensation policy, we aim to create a direct correlation between the executive’s role and responsibilities and the ability to earn variable pay. Our annual cash bonus plans are designed to motivate and reward our executives for achieving and exceeding corporate and individual goals, thereby tying the executives’ interests to those of our stockholders. The annual cash bonus program is reviewed and approved annually by our board of directors after being reviewed and approved by our compensation committee, which receives recommendations from our Chief Executive Officer. Each of our NEOs, other than Mr. Mattingly, was eligible for performance‑based cash incentives under our annual bonus program in 2025. Mr. Mattingly joined us in December 2025, and based on this timing, in which a significant portion of the 2025 performance period had already lapsed, the compensation committee determined that it was appropriate that Mr. Mattingly be eligible to participate in performance-based cash incentives under our annual bonus program beginning in the 2026 calendar year. Following the conclusion of the 2025 year, the compensation committee determined that it was appropriate to award Mr. Mattingly a $10,000 discretionary cash bonus in recognition of his service in 2025. Target Annual Cash Bonus Amounts. Our board of directors expresses each executive’s target annual cash bonus opportunity as a percentage of base salary actually paid in the applicable fiscal year. The board of directors after recommendation from the compensation committee, and with reference to Compensia market data, set these rates based on each participating executive’s experience in his or her role, level and scope of responsibility held and other relevant factors. In February 2025, our former Chief Executive Officer provided the compensation committee with his recommendations regarding the fiscal 2025 target bonus amounts for our NEOs other than himself and Mr. Mattingly. These amounts were established by the compensation committee and, in turn, our board of directors after further taking into consideration the Compensia data described above, historical bonus payout levels, the Corporate Performance Factor (defined below) established by the compensation committee for fiscal 2025 and the compensation committee’s philosophy to emphasize performance‑based pay. For fiscal 2025, our board of directors, after recommendations from our compensation committee, initially established target bonus opportunities of 120% of base salary for Mr. Paul, 100% for Ms. La and 75% for Mr. Potter (which remained the same as in 2024). In connection with Ms. La’s appointment as Chief Executive Officer, effective July 1, 2025, Ms. La’s annual bonus target was revised to 120% of her base salary, which as of July 1, 2025 was increased to $800,000 per annum. Performance Goals. When determining the annual cash bonus amounts to be ultimately paid to our NEOs under the annual cash bonus program, the board of directors, after recommendation from the compensation committee, compares corporate and individual performances against goals established at the beginning of the year. For fiscal 2025, 75% of the total cash bonus opportunity for each NEO was a function of the Corporate Performance Factors and the remaining 25% was a function of a threshold performance factor, or the Individual Performance Factor. Once the Individual Performance Factor was determined, their individual performances were assessed against such Individual Performance Factor. Accordingly, for fiscal 2025, the annual cash bonus opportunities for our NEOs with respect to the Corporate Performance Factor and the Individual Performance Factor, respectively, were as follows: $774,394 and $360,000 for Ms. La. Mr. Paul received a pro-rated fiscal 2025 cash bonus of $638,097 in accordance with his Transition Agreement, and Mr. Potter received a cash bonus of $443,797 in accordance with the Potter Transition Agreement. Mr. Mattingly received a discretionary cash payment for $10,000 to compensate him for partial-year service in 2025. Performance Factors. The Corporate Performance Factors for each year are established by the compensation committee and, in turn, approved by our board of directors, taking into account historical performance, company and industry growth, the Company’s annual operating plan, consultation with management and Compensia, any feedback from investor engagement and taking into account our say-on-pay votes and such other factors as the compensation committee deems appropriate. In order to focus our management goals on profitability and efficiency, we have adjusted the fiscal 2025 Corporate Performance Factors from an equal 50-50 weighting between annual revenue and adjusted operating income to a split as follows: (i) our annual revenue (weighted at 40%) and (ii) our operating income as adjusted for certain non‑GAAP factors, or non‑GAAP adjusted operating income (weighted at 60%). Non‑GAAP adjusted operating income is intended to be an internal financial measure that may be adjusted for extraordinary and/or non‑recurring items, not calculated in accordance with GAAP. For a full reconciliation for non‑GAAP adjusted operating income to the most directly comparable financial measure stated in accordance with GAAP, please see “Use and Reconciliation of Non‑GAAP Financial Measures” and the accompanying tables in our press release filed as an exhibit to a Current Report on Form 8‑K that we filed with the SEC on February 12, 2026. In addition, the compensation committee and board of directors may, in their discretion, make further adjustments to the non‑GAAP adjusted operating income certified as ultimately achieved for a given year. In February 2025, the compensation committee set the Corporate Performance Factors for fiscal 2025 at (i) $1,549.2 million for annual revenue and (ii) $84.8 million for non‑GAAP adjusted operating income. The compensation committee believed these targets represented ambitious but achievable performance goals based on the information known at the time.
Components of Compensation for Fiscal 2025
Consistent with our pay-for-performance philosophy, the compensation committee determined that in order to ensure that our bonus programs continue to be sufficiently rigorous in 2025 as compared to 2024 and prior years, it was appropriate to increase the threshold levels of achievement of Corporate Performance Factors before bonuses become payable, as well as the corresponding levels of payout applicable to those increased levels of achievement. As a result, the compensation committee determined that each Corporate Performance Factor would have a threshold level for annual cash bonus payouts at less than or equal to 90% for annual revenue and less than or equal to 90% for non‑GAAP adjusted operating income of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 0% for annual revenue and 0% for non‑GAAP adjusted operating income), would meet target at 100% of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 100% for each Corporate Performance Factor) and would be at its maximum at 110% for annual revenue and 115% for non‑GAAP adjusted operating income of the Corporate Performance Factor being achieved (resulting in a preliminary annual cash bonus payout amount of 200% for each Corporate Performance Factor). Amounts between threshold, target and maximum levels would be determined using linear interpolation.
Components of Compensation for Fiscal 2025
| Revenue Targets & Payout Scale | Threshold | Target | Maximum | | Revenue attainment v. 2025 target | 90% | 100% | 110% | | Bonus payout % of target | 0% | 100% | 200% |
Components of Compensation for Fiscal 2025
| Non-GAAP Adjusted Operating Income (AOI) Targets & Payout Scale | Threshold | Target | Maximum | | AOI attainment v. 2025 target | 90% | 100% | 115% | | Bonus payout % of target | 0% | 100% | 200% |
Components of Compensation for Fiscal 2025
The actual amounts paid to our NEOs, other than our Chief Executive Officer, with respect to the Individual Performance Factor portion of the annual cash bonuses are determined, after holistic assessments of each NEO’s performance for the given year, by our compensation committee and board of directors inclusive of recommendations from our Chief Executive Officer. In connection with the adjustment of 2025 goals as compared to the 2024 goals, the compensation committee also determined that it was appropriate to adjust the threshold levels and corresponding levels of payout with respect to the Individual Performance Factor. In fiscal 2025, the approved Individual Performance Factor was based on one financial performance goal: our operating income as adjusted for certain non‑GAAP factors, or non‑GAAP adjusted operating income. In February 2025, the compensation committee set the target Individual Performance Factor for fiscal 2025 at $84.8 million, reflecting a significant stretch from actual 2024 performance levels and the continued challenging operating environment. The compensation committee views this target as appropriately ambitious and rigorous, as sustaining this level of profitability in 2025 would require focused execution against the Company’s strategic and operational priorities but also an achievable performance goal based on the information known at the time. In order to be eligible for a bonus under the Individual Performance Factor for 2025, the Individual Performance Factor must have met at least 75% of target (in which case an Individual Performance Factor up to 87% could have been attained), and if the Individual Performance Factor had equaled or exceeded 107% of target, then an Individual Performance Factor up to 200% could have been attained. In the case of our Chief Executive Officer, our board of directors, upon recommendation from our compensation committee, determines the actual amount of the portion of the annual cash bonus to be paid with respect to the Individual Performance Factor portion of the annual bonus. In the case of the other NEOs, our Chief Executive Officer determines the actual amount of Individual Performance Factor payout. The portion of the annual cash bonus payable with respect to the Individual Performance Factor for NEOs with performances that did not meet expectations is expected to be zero. Certification of Performance Goals. Following the end of fiscal 2025, the compensation committee reviewed actual annual revenue and non‑GAAP adjusted operating income achieved during fiscal 2025. The compensation committee certified an annual revenue of $1,472.5 million and a non‑GAAP adjusted operating income amount of $90.6 million for fiscal 2025. The compensation committee then certified 95% and 106.8% achievement compared to the respective threshold targets for 2025. These determinations resulted in a weighted Corporate Performance Factor preliminary bonus payout percentage of 107.6% with respect to the annual revenue and non-GAAP adjusted operating income performance goals. As a result, upon recommendation from our compensation committee, our board of directors determined the payout percentages based on individual performances under the Individual Performance Factor to be 150% for each of Mr. Paul and Ms. La, and 100% for Mr. Potter. We anticipate that we will continue to use a similar performance‑based incentive framework in deciding annual cash bonuses for our executives in the near term, including for our annual 2026 cash bonus plan. Long‑Term Equity Awards. Consistent with our compensation philosophy, our board of directors and compensation committee seek to foster an environment of executive equity ownership that incentivizes long‑term investment and focus by our NEOs through the use of equity‑based awards. Our aim is to promote long‑term, sustainable growth and to align executive performance and behaviors to create a culture conducive to stockholder investment. The compensation committee and our board of directors believe a meaningful portion of compensation should be equity‑based and should recognize scope of responsibilities, reward demonstrated leadership and performance, motivate future superior performance and closely align the interests of our executives with our stockholders. As a key tool to assist in attracting, motivating and retaining a highly experienced and capable group of employees and non‑employee directors, following our initial public offering, we maintain the 2020 Plan. The 2020 Plan provides for the grant of options, PSUs, RSUs and other stock‑based awards. When determining the size of the grants for our NEOs, our compensation committee’s and board of directors’ philosophy is to provide our NEOs with strong incentives to build long‑term value in the Company in close alignment with our stockholders. We also granted options to each of our NEOs prior to adoption of the 2020 Plan. Options to purchase our common stock that were granted to our NEOs prior to our initial public offering are governed by the 2017 Equity Incentive Program, or the 2017 Program. In February 2025, we granted stock options, RSUs and performance stock units, or PSUs, to each of our NEOs, other than Mr. Mattingly. Twenty‑five percent of the stock options vested on February 18, 2026 and 1/48th vests on each monthly anniversary thereafter, subject to the applicable NEO’s continued service through each such vesting date. Twenty‑five percent of the RSUs vested on February 18, 2026 and 1/16th vests on each three-month anniversary thereafter, subject to the applicable NEO’s continued service through each such vesting date. The PSUs awarded to our NEOs, other than Gordon Mattingly, vested as to 1/3 of the earned PSUs on February 27, 2026 and as to the remaining earned PSUs in eight equal quarterly installments for two years thereafter, subject to the applicable NEO’s continued service through each applicable vesting date. The number of PSUs earned is determined based on the Company’s revenue and adjusted operating income for the performance period of fiscal year 2025, each as calculated and weighted as discussed above under our Annual Cash Bonus. The target annual revenue was $1,549.2 million resulting in 40% the PSUs becoming earned, with a minimum achievement of $1,445.9 million annual revenue resulting in 13.3% the PSUs becoming earned and a maximum achievement of $1,704.1 million annual revenue resulting in 80% the PSUs becoming earned. The target adjusted operating income was $84.8 million resulting in 60% the PSUs becoming earned, with a minimum achievement of $79.1 million adjusted operating income resulting in 19.8% the PSUs becoming earned and a maximum achievement of $97.5 million adjusted operating income resulting in 120% the PSUs becoming earned. If the annual revenue or the adjusted operating income is between levels, the number of earned PSUs shall be determined using linear interpolation, and any PSUs that do not become earned PSUs at the end of the performance period (December 31, 2025) will be forfeited. In addition, if a Change in Control (as defined in the 2020 Plan) occurs before the end of the Performance Period, the number of earned PSUs shall be equal to the greater of (i) the target number of PSUs and (ii) the number of PSUs that actually vests calculated as of the date prior to such Change in Control. The following table sets forth the number of stock options, RSUs and PSUs granted to our NEOs in the 2025 fiscal year.
Components of Compensation for Fiscal 2025
| Name | Stock Options Granted | RSUs Granted | PSUs Granted at Target (100%) | | Andrew J. Paul(1) | — | — | — | | Thi L. La | 258,000 | 183,000 | 183,000 | | Michael G. Potter | 93,000 | 66,000 | 66,000 | | Gordon Mattingly(2) | — | — | — |
Components of Compensation for Fiscal 2025
(1) Due to Mr. Paul’s retirement and transition from the Company, the compensation committee did not award Mr. Paul any equity-based awards for 2025. (2) Due to Mr. Mattingly’s December 2, 2025 start date, the compensation committee determined that it was appropriate for Mr. Mattingly’s new-hire equity awards to be granted at the same time as the 2026 equity awards granted to the Company’s executive officers. Equity forms an integral part of the overall compensation for each executive officer and will be considered each year as part of the annual performance review process and incentive payout calculation. In February 2025, our board of directors, upon recommendation from our compensation committee, determined that 107.6% of the PSUs were earned. 196,886 of Ms. La’s PSUs and 71,008 of Mr. Potter’s PSUs became eligible to vest pursuant to the following vesting schedule: 1/3 of the PSUs vested on the date the Company certified the achievement, and the remaining PSUs will vest in equal quarterly installments over the next two years, subject to continued service through each applicable vesting date. Mr. Potter received additional vesting acceleration, as described below in the section titled “Termination-Based Compensation.” In the future, we may consider awarding additional forms of equity incentives, such as grants of restricted stock, and other performance‑based awards. In accordance with the terms of his offer letter, at the time the Company’s 2026 focal grants are awarded to the Company’s executive officers, it will be recommended to the compensation committee that Mr. Mattingly receive the following one-time initial equity awards: (i) RSUs with a target value of $1,000,000, or the Mattingly RSUs, (ii) PSUs with a target value of $1,000,000, or the Mattingly PSUs, and (i) an option to purchase shares of the Company’s common stock with a grant date fair value of $1,000,000, or the Mattingly Option, based on the Black-Scholes pricing model. The number of shares of Company common stock subject to the Mattingly RSUs and Mattingly PSUs will be determined for each award by dividing $1,000,000 by the 30-day trailing average of the Company’s closing stock price immediately prior to the date of grant, rounded to the nearest whole share. The Mattingly RSUs will vest over four years with 25% of the Mattingly RSUs vesting on December 2, 2026 and 6.25% of the Mattingly RSUs vesting on each quarterly anniversary thereafter over the remaining three years. The Mattingly PSUs will vest based on such performance metrics and on the same terms as the PSU awards made to all other similarly situated senior executives officers for calendar year 2026, as determined by the compensation committee. The Mattingly Options will vest and become exercisable over four years with 25% of the shares subject to the option vesting on December 2, 2026 and 1/48th of the shares subject to the Mattingly Option vesting on each monthly anniversary thereafter. All vesting is subject to Mr. Mattingly’s continued employment with the Company through each vesting date. Benefits. We provide the following benefits to all our employees, including our NEOs: • medical, dental and vision insurance; • group term life insurance, accidental death and dismemberment and business travel and accident insurance; • employee assistance program; • health and dependent care flexible spending accounts; • short and long‑term disability; and • 401(k). We match 100% of a participant’s annual eligible contribution to the 401(k) plan, up to 4% of their annual base salary, or up to the IRS limit, whichever is lower. We believe that providing a vehicle for tax‑deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. The actual amount of the matching contributions awarded to each NEO in 2025 is set forth below in the Summary Compensation Table in the column titled “All Other Compensation.” Our board of directors and our compensation committee, in their discretion, may revise, amend or add to any executive’s benefits if it deems necessary. Consistent with our overall compensation philosophy, we intend to continue to maintain our current benefits plans for executives as well as other employees. Perquisites. We determine perquisites on a case‑by‑case basis and will provide a perquisite to an NEO when we believe it is necessary and appropriate. Any perquisites we supply will be reasonable and consistent with market trends in the countries in which our NEOs are located. For example, we offer all employees a discount on most of our products. We believe that providing these benefits can be a relatively inexpensive way to enhance the competitiveness of an executive’s compensation package. In 2025, we did not provide any perquisites or personal benefits to our NEOs not otherwise made available to our other employees. Termination‑Based Compensation. We believe that termination of employment is cause of great concern and uncertainty for our senior executives. We aim to alleviate these concerns and allow executives to remain focused on their duties and responsibilities to our Company by providing termination protections to certain executives. We provide termination benefits to certain of our NEOs based on our general knowledge of severance practices in our industry and as the result of arms’ length negotiations generally at the time our executives enter into employment with us or at the time they are requested to take on additional responsibilities. The level of benefits can vary from executive to executive based on numerous relevant factors and are agreed through arms’ length negotiations, as detailed in the respective executive’s employment and/or severance agreement. Severance payments for each NEO are comprised of a cash payment in lieu of salary, coverage of health benefits for a limited period of time and accelerated vesting of all equity awards (to the extent such termination occurs in connection with a change in control) in exchange for a signed general release of all claims and subject to other terms and conditions detailed in the respective executive’s employment contract. In connection with Mr. Paul’s transition and retirement, he continued to receive his current annual base salary and his equity awards continued to vest through June 30, 2025 and as of June 30, 2025 and following his execution without revocation of a general release of claims, he received the following benefits: (i) the vesting of Mr. Paul’s stock options and all of his RSUs was fully accelerated, (ii) the post-termination exercise period applicable to all of his stock options was extended for a period of 24 months, (iii) Mr. Paul was entitled to receive a pro-rated annual bonus based on actual achievement of performance goals for fiscal year 2025, which amounted to $638,097, and (iv) Mr. Paul received a lump sum payment representing 24 months of COBRA premiums.
Components of Compensation for Fiscal 2025
In connection with Mr. Potter’s transition from his role as Chief Financial Officer, he continued to receive his current annual base salary through December 31, 2025, after which he provided consulting services through March 31, 2026, and Mr. Potter continued to receive vesting for his equity awards through March 31, 2026. Mr. Potter also received the following separation payments and benefits, upon his execution of a release of claims: (i) twelve (12) months of base salary continuation at the rate in effect immediately prior to his termination date, which will amount to $560,000, and (ii) the Company reimbursed Mr. Potter for his COBRA premium payments for 15 months. Following Mr. Potter’s execution of a second release of claims on April 6, 2026, Mr. Potter received the following payments: (i) participation in the Company’s Management Bonus Program for the 2025 fiscal year, pursuant to which Mr. Potter continued to be eligible to receive a bonus, to be earned as follows: (a) for the Adjusted Operating Income and Revenue components of the bonus (75% of the total bonus combined), Mr. Potter will receive such bonus in pari passu with all other eligible executives and (b) for the component related to personal performance (25% of the total bonus), Mr. Potter received his bonus based on a performance score of 100%, (ii) each of Mr. Potter’s outstanding and unvested stock options, or the Potter Options, restricted stock units, or the Potter RSUs, and performance stock units, or the Potter PSUs, continued to vest in accordance with their terms through March 31, 2026; (iii) effective March 31, 2026, each Potter Option became fully vested and exercisable, 100% of each outstanding Potter RSU became automatically vested, and 100% of the total number of Earned PSUs (as defined in the Potter Transition Agreement) earned pursuant to each outstanding Potter PSU on the basis of Company’s performance vested on an accelerated basis; and (iv), effective March 31, 2026, each outstanding Option was amended to extend the post termination exercise period in effect for such Option, such that each Option shall remain exercisable under the earlier of (a) the expiration date of the Potter Option and (b) March 31, 2028. For more detailed descriptions of the benefits provided to the relevant NEO upon a termination of employment, please see “Employment and Separation Agreements with Named Executive Officers” below. Change in Control. No NEO has rights to change in control‑related payments or benefits beyond those provided for in the 2017 Program and relevant option agreements, besides the change in control severance payments and benefits as noted above and the Change in Control treatment described above for the PSUs. Under the 2017 Program and related option agreements, in the event of a change in control, all options will become fully vested and exercisable to the extent the underlying holder has provided services to the Company for at least one year. Our NEOs are also eligible for accelerated vesting of all of their equity awards upon certain qualifying terminations of employment following a change in control. For more detailed descriptions of the benefits provided to our NEOs upon a termination of employment, please see “Employment and Separation Agreements with Named Executive Officers” below. Stock Ownership Guidelines. We have not implemented stock ownership guidelines related to holdings of our common stock for our executives, other than our Chief Executive Officer, or our directors, but we may implement such guidelines in the future. Effective July 1, 2025 we implemented stock ownership guidelines for Thi L. La, our Chief Executive Officer and member of our board of directors, in which we require Ms. La to own a minimum number of shares with a value equal to six times her base salary divided by the higher of the thirty-day average closing stock price or the average closing price of common stock for the 12-month period immediately preceding the date of calculation. Shares of common stock held by Ms. La, shares of common stock held in trust for the benefit of Ms. La or her immediate family, shares of common stock held in a 401(k) plan, IRA, or employee equity purchase or deferred compensation plan, vested in-the-money stock options, and vested performance share units that have not settled count towards satisfaction of Ms. La’s stock ownership guidelines. Ms. La has been in compliance with her stock ownership guidelines and her ownership is measured each July 1. Notwithstanding the above, Ms. La is required to (i) retain all shares under the New CEO Equity Award (as defined below) through July 1, 2026 and (ii) following July 1, 2026, is permitted to transfer up to 50,000 shares from the New CEO Equity Awards held by Ms. La for each 12-month period, except to the extent those shares are sold to cover the exercise price or to cover applicable withholding taxes, as applicable, to the New CEO Equity Award. We will continue to periodically review best practices and re‑evaluate our position with respect to stock ownership guidelines. Pursuant to the Offer Letter, the Mattingly Options, Mattingly RSUs and Mattingly PSUs are subject to stock retention requirements pursuant to which Mr. Mattingly is not permitted to sell or otherwise transfer or dispose of any shares acquired pursuant to those awards until December 2, 2027, except to the extent those shares are sold to cover the exercise price of the Mattingly Option or to cover applicable withholding taxes due in connection with his exercise of the Mattingly Option or the vesting and issuance of shares subject to the Mattingly RSUs and Mattingly PSUs. Compensation Recovery Policy. We adopted a clawback policy in compliance with Nasdaq Rules and Section 10D of the Exchange Act effective October 2, 2023. This clawback policy applies to current or former Section 16 officers and requires us, subject to limited exemptions provided by the Nasdaq Rules, to recoup incentive‑based compensation (as that term is defined in Section 10D of the Exchange Act) erroneously received after October 2, 2023, and within the three fiscal years preceding the date an accounting restatement is determined to be required. For more information, see our Policy for Recovery of Erroneously Awarded Compensation, which is filed as an exhibit to our 2025 Annual Report on Form 10‑K. Equity Award Timing Policies and Practices. Grants of options to purchase our common stock, including for our NEOs, are generally based upon a predetermined schedule each year as a part of the annual compensation process as described in the “Components of Compensation for Fiscal 2025 – Long-Term Equity Awards” section above. If additional long-term incentive compensation is determined to be appropriate, our board of directors, compensation committee or applicable designee approves any annual grants of options for continuing employees in the first fiscal quarter commensurate with the prescheduled board and committee meetings. The grant dates of these options are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120, or SAB 120, prior to the release of material nonpublic information, or MNPI such as on Forms 8-K, 10-Q or 10-K. Grants of options may occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed board members. The board of directors, compensation committee, or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. Generally, exercise prices are based on the closing price of the underlying common stock
Components of Compensation for Fiscal 2025
on the grant date, subject to the applicable rules for NSOs and ISOs under the 2020 Plan. Vesting dates for options typically follow a standard monthly cadence and are not timed to anticipate the release of MNPI. There were no grants of options to our NEOs within four business days before or one business day after the release of MNPI on Forms 8-K, 10-Q or 10-K in 2025. As such, no table of such option grants is presented under Item 402(x) of Regulation S-K. Tax and Accounting Considerations. While our board of directors and our compensation committee generally consider the financial, accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. In addition, our board of directors and our compensation committee have considered the potential future effects of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, on the compensation paid to our NEOs. Section 162(m) of the Code denies a publicly‑traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non‑deductible allows us to provide compensation tailored to the needs of the Company and our NEOs and is an important part of our responsibilities and benefits our stockholders. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation‑Stock Compensation, or ASC Topic 718, for our stock‑based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share‑based payment awards made to employees and directors, including stock options and restricted stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Other provisions of the Code can also affect compensation decisions for our NEOs. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The board of directors and the compensation committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A. Section 280G of the Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Code imposes a 20% excise tax on those payments. The board of directors and the compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the last three fiscal years.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Andrew J. Paul(4) | 2025 | 450,000 | — | — | — | 638,097 | 85,152 | 1,173,249 | | Former Chief Executive Officer | 2024 | 850,000 | — | 2,166,400 | 2,945,295 | — | 13,800 | 5,975,495 | | | 2023 | — | — | 1,763,060 | 4,489,367 | 447,908 | — | 6,700,335 | | Thi L. La(5) | 2025 | 700,000 | — | 4,476,180 | 1,658,785 | 1,134,394 | 17,564 | 7,986,924 | | Chief Executive Officer and Former President and Chief Operating Officer | 2024 | 563,000 | — | 1,624,800 | 2,454,413 | — | 13,800 | 4,656,013 | | | 2023 | 563,000 | — | 734,614 | 1,870,567 | 255,672 | 13,200 | 3,437,053 | | Michael G. Potter(6) | 2025 | 560,000 | — | 1,614,360 | 597,934 | 443,797 | 16,322 | 3,232,413 | | Former Chief Financial Officer | 2024 | 525,000 | — | 758,240 | 1,145,393 | — | 13,800 | 2,442,433 | | | 2023 | 525,000 | — | 514,232 | 1,309,400 | 178,812 | 13,200 | 2,540,644 | | Gordon Mattingly(7) Chief Financial Officer | 2025 | 41,761 | 10,000 | — | — | — | 1,069 | 52,830 |
2025 Summary Compensation Table
(1) Amounts shown represent the grant date fair value of options, RSUs and PSUs granted during fiscal 2025 as calculated in accordance with ASC Topic 718. See Note 10 of the consolidated financial statements included in the Annual Report on Form 10-K filed on February 25, 2026, for the assumptions used in calculating this amount. For purposes of our PSUs, which vest based on the attainment of certain annual revenue and adjusted operating income metrics (as further described above), the grant date fair value included is based on the probable achievement of such metrics. The grant date fair value of the PSUs assuming the maximum achievement of such metrics is $6,090,540. (2) Amounts shown represent the annual performance‑based cash bonuses earned by our NEOs based on the achievement of certain performance objectives. These amounts are paid to the NEOs early in the year following the applicable performance period. Please see the descriptions of the annual performance bonuses paid to our NEOs under “Annual Cash Bonus” above. (3) Amounts shown represent matching contributions under our 401(k) plan and group term life insurance premiums, and with respect to Mr. Paul, amounts shown also included continued coverage under COBRA for 24 months in the amount of $67,772. (4) In February 2025, Mr. Paul informed us of his retirement as our Chief Executive Officer and a member of our board effective as of July 1, 2025. (5) In February 2025, in connection with Mr. Paul’s retirement, Ms. La was appointed to service as our Chief Executive Officer effective as of July 1, 2025. In November 2025, Mr. Potter resigned as the Company’s Chief Financial Officer and principal financial officer and principal accounting officer from the Company, effective as of December 2, 2025 and agreed to transition to a senior advisor role to assist in the transition of his successor until his departure effective December 31, 2025, following which Mr. Potter continued providing transition services through March 31, 2026. Please see the description of Mr. Potter’s transition services in “Employment and Separation Agreements with Named Executive Officers – Michael G. Potter” below. In November 2025, in connection with Mr. Potter’s transition, Mr. Mattingly was appointed to serve as our Chief Financial Officer, and will serve as our principal financial officer and principal accounting officer, effective as of December 2, 2025.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table represents our grants of plan‑based awards to our NEOs for the past fiscal year.
Grants of Plan-Based Awards in 2025
| | Estimated Future Payouts Under Non‑Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | All other option awards: Number of securities underlying options (#)(4) | Exercise or base price of option awards ($/Sh)(5) | Grant date fair value of stock and option awards ($)(6) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Andrew J. Paul | — | 135,000 | 540,000 | 1,080,000 | — | — | — | — | — | — | — | | Thi L. La | — | 240,000 | 960,000 | 1,920,000 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | — | 258,000 | 12.23 | 1,658,785 | | | 2/18/2025 | — | — | — | — | — | — | 183,000 | — | — | 2,238,090 | | | 2/18/2025 | — | — | — | 60,390 | 183,000 | 366,000 | — | — | — | 2,238,090 | | Michael G. Potter | — | 105,000 | 420,000 | 840,000 | — | — | — | — | — | — | — | | | 2/18/2025 | — | — | — | — | — | — | — | 93,000 | 12.23 | 597,934 | | | 2/18/2025 | — | — | — | — | — | — | 66,000 | — | — | 807,180 | | | 2/18/2025 | — | — | — | 21,780 | 66,000 | 132,000 | — | — | — | 807,180 | | Gordon Mattingly(7) | — | — | — | — | — | — | — | — | — | — | — |
Grants of Plan-Based Awards in 2025
(1) Amounts in the “Estimated Future Payouts Under Non‑Equity Incentive Plan Awards” column relate to amounts payable under our 2025 cash bonus plan. The threshold column assumes the achievement of the corporate and individual goals only at the threshold level (which, in order for payment to be made, requires the adjusted operating income corporate goal to have been met at 75% of target in order for any payment to be made in respect of individual goals). The threshold bonus amount can be calculated by multiplying the target bonus of each NEO times the threshold percentage of 25% (representing the payment that a participating executive is eligible to earn based on the achievement of individual goals once corporate threshold achievement levels have been met). The target column assumes the full target achievement for both corporate and individual goals. The target bonus amount can be calculated by multiplying the base salary of each NEO actually paid in 2025 times target bonus percentage established by the board of directors times the target percentage of 100%. The maximum column assumes the maximum achievement for both corporate and individual goals. The maximum bonus amount can be calculated by multiplying the target bonus of each NEO times the maximum percentage of 200%. Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column relate to amounts payable under our 2025 PSUs. The columns set forth the potential threshold, target and maximum number of shares underlying the PSU’s granted as of February 18, 2025 that may vest based on the achievement of annual revenue and adjusted operating income performance metrics achieved during fiscal year 2025. The threshold amounts assume that each annual revenue and adjusted operating income performance metric is achieved at the threshold level, resulting in the NEO earning 33% of the target PSUs. The target amounts assume that each annual revenue and adjusted operating income performance metric, resulting in the NEO earning 100% of the PSUs granted. The maximum amounts assume that annual revenue and adjusted operating income performance metrics are achieved at the maximum levels, resulting in the earning 200% of the target number of PSUs. Once earned, the performance-based PSUs awarded to our executives vest as to 1/3 of the earned PSUs on February 27, 2026 and as to the remaining earned PSUs in eight equal quarterly installments for two years thereafter, subject to the applicable NEO’s continued service through each applicable vest date. See the section above entitled “Components of Compensation for Fiscal 2025—Long-Term Equity Awards” for more information. Consists of time-based RSUs issued pursuant to our 2020 Plan. The time-based RSUs awarded to our executives in 2025 vest over four years with a one-year cliff and then every quarter thereafter from the vesting commencement date, subject to the continued employment of the NEO. (4) Consists of time-based stock options issued pursuant to our 2020 Plan. Generally, the time-based stock options awarded to our executives vest over four years with a one-year cliff and monthly thereafter from the vesting commencement date, subject to the continued employment of the NEO. (5) The amounts shown in this column represent the fair market value of one share of our common stock on the date of grant. For option grants to the NEOs in 2025, our compensation committee determined that the fair market value of our common stock on the date of grant was equal to the last sale, or closing, price of our common stock on the Nasdaq Global Select Market on the date of grant. (6) The amounts shown in this column represent the grant date fair value of stock option, RSU or PSU awards granted to our NEOs in 2025, calculated in accordance with SEC rules and FASB ASC Topic 718, but excluding the effect of any estimated forfeitures. For purposes of our PSUs, which vest based on the attainment of certain annual revenue and adjusted operating income metrics (as further described above), the grant date fair value included is based on the probable achievement of such metrics. Due to the timing of Mr. Mattingly’s start date of December 2, 2025, the compensation committee determined that it was appropriate for Mr. Mattingly’s new-hire equity awards to be granted at the same time the 2026 equity awards were granted to the Company’s executive officers. Thus, the compensation committee did not award Mr. Mattingly any equity-based awards for 2025.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | 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 ($) | | Andrew J. Paul | 8/28/2017(1) | 500,000 | — | 2.20 | 11/12/2027 | — | — | — | — | | | 8/28/2017(1) | 500,000 | — | 5.52 | 11/12/2027 | — | — | — | — | | | 1/1/2021 (3) | 335,758 | — | 43.05 | 2/11/2031 | — | — | — | — | | | 1/2/2022 (3) | 688,863 | — | 19.72 | 2/1/2032 | — | — | — | — | | | 2/15/2023 (3) | 511,364 | — | 18.23 | 2/15/2033 | — | — | — | — | | | 2/16/2024(3) | 450,000 | — | 13.54 | 2/15/2034 | — | — | — | — | | Thi L. La | 8/28/2017(1) | 262,500 | — | 2.20 | 11/12/2027 | — | — | — | — | | | 8/28/2017(1) | 462,500 | — | 5.52 | 11/12/2027 | — | — | — | — | | | 1/1/2021 (3) | 104,924 | — | 43.05 | 2/11/2031 | — | — | — | — | | | 1/2/2022 (3) | 252,942 | 5,382 | 19.72 | 2/1/2032 | — | — | — | — | | | 1/2/2022 (4) | — | — | — | — | 4,541 | 26,974 | — | — | | | 2/15/2023 (3) | 150,923 | 62,145 | 18.23 | 2/15/2033 | — | — | — | — | | | 2/15/2023 (4) | — | — | — | — | 15,111 | 89,759 | — | — | | | 2/16/2024(3) | 171,875 | 203,125 | 13.54 | 2/15/2034 | — | — | — | — | | | 2/16/2024(5) | — | — | — | — | 33,750 | 200,475 | — | — | | | 2/18/2025(3) | — | 258,000 | 12.23 | 2/17/2035 | — | — | — | — | | | 2/18/2025(5) | — | — | — | — | 183,000 | 1,087,020 | — | — | | | 2/18/2025(6) | — | — | — | — | — | — | 196,886 | 1,169,503 | | Michael G. Potter | 11/1/2019(1) | 520,000 | — | 7.78 | 11/5/2029 | — | — | — | — | | | 1/2/2022 (3) | 168,628 | 3,588 | 19.72 | 2/1/2032 | — | — | — | — | | | 1/2/2022 (4) | — | — | — | — | 3,027 | 17,980 | — | — | | | 2/15/2023 (3) | 105,647 | 43,501 | 18.23 | 2/15/2033 | — | — | — | — | | | 2/15/2023 (4) | — | — | — | — | 10,578 | 62,833 | — | — | | | 2/16/2024(3) | 80,208 | 94,792 | 13.54 | 2/15/2034 | — | — | — | — | | | 2/16/2024(5) | — | — | — | — | 15,750 | 93,555 | — | — | | | 2/18/2025(3) | — | 93,000 | 12.23 | 2/17/2035 | — | — | — | — | | | 2/18/2025(5) | — | — | — | — | 66,000 | 392,040 | — | — | | | 2/18/2025(6) | — | — | — | — | — | — | 71,008 | 421,788 | | Gordon Mattingly(7) | — | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
(1) Unless otherwise noted, each option vests and becomes exercisable in substantially equal installments on each of the first five anniversaries of the vesting commencement date subject to the NEO continuing to provide services to us through the applicable vesting date. Amount shown is based on market value per share of our common stock of $5.94, which represents the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2025. The option vests and becomes exercisable as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date. (4) The RSUs vest as to 25% of the RSUs on the first anniversary of the vesting commencement date and as to 12.5% of the RSUs on each six-month anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date. (5) The RSUs vest as to 25% of the RSUs on the first anniversary of the vesting commencement date and as to 6.25% of the RSUs on each quarterly anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date. (6) The PSUs vest as to 1/3 of the earned PSUs on February 27, 2026, and as to the remaining earned PSUs, in eight equal quarterly installments for two years thereafter, subject to the applicable NEO’s continued service through each applicable vest date. The number of PSUs earned is determined based on the Company’s revenue and adjusted operating income for the performance period of calendar year 2025, as detailed above under the section entitled “Components of Compensation for Fiscal 2025 Long-Term Equity Awards.” The amount shown is based on the target value of the PSUs. (7) Due to the timing of Mr. Mattingly’s start date of December 2, 2025, the compensation committee determined that it was appropriate for Mr. Mattingly’s new-hire equity awards to be granted at the same time the 2026 equity awards were granted to the Company’s executive officers. Thus, the compensation committee did not award Mr. Mattingly any equity-based awards for 2025.
Option Exercises and Shares Vested in 2025
Option Exercises and Shares Vested in 2025 The following table summarizes the number of shares acquired upon exercise of options or vesting and settlement of RSUs and PSUs and the value realized on exercise or settlement for each of our NEOs during the year ended December 31, 2025.
Option Exercises and Shares Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Securities Acquired on Exercise | Value Realized on Exercise ($) | Number of Securities Acquired on Vesting | Value Realized on Vesting ($)(1) | | Andrew J. Paul | — | — | 183,050 | 1,769,893 | | Thi L. La | — | — | 47,369 | 468,961 | | Michael G. Potter | — | — | 25,357 | 252,833 | | Gordon Mattingly | — | — | — | — |
Option Exercises and Shares Vested in 2025
(1) The value shown is based on the number of vested shares issued upon settlement of the RSUs multiplied by the closing price of the common stock on the vesting date.
Pension Benefits
Pension Benefits None of our NEOs participates in or has account balances in qualified or non‑qualified defined benefit plans sponsored by us.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our NEOs participate in or have account balances in non‑qualified defined contribution plans or other deferred compensation plans maintained by us.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The information below describes and quantifies certain compensation and benefits that would have become payable to each of our NEOs if our NEO’s employment had terminated on December 31, 2025 as a result of each of the termination scenarios described below, taking into account the NEO’s compensation as of that date. The information below does not generally reflect compensation and benefits available to all salaried employees upon termination of employment with us under similar circumstances. We are not obligated to provide any additional compensation in connection with a change in control, other than the potential acceleration of the PSUs granted in February 2025. The respective severance agreement for each of our NEOs includes a modified cutback provision, such that if any severance payments or benefits would constitute a “parachute payment” and would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate benefits will either be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the NEO of the greatest amount of aggregate benefits on an after‑tax basis. For purposes of the table set forth below, it has been assumed that the payments and benefits will not be reduced pursuant to the preceding sentence and, accordingly, include the full value of such payments and benefits.
Potential Payments upon Termination or Change in Control
| Name | Termination Scenario | Severance ($)(1) | Severance Bonus ($)(2) | Value of Unvested Option Awards ($)(3) | Value of Unvested Stock Awards ($)(4) | Value of Continued Health Care Coverage Premiums ($)(5) | Total ($) | | Andrew J. Paul | Termination without Cause or for Good Reason | — | 638,097 | — | 1,203,042 | 67,722 | 1,908,861 | | Thi L. La | Termination without Cause or for Good Reason | 800,000 | 960,000 | — | — | 21,885 | 1,781,885 | | | Termination without Cause or for Good Reason Following a Change in Control | 1,600,000 | 1,920,000 | — | 2,573,731 | 43,771 | 6,137,502 | | | Change in Control | — | — | — | — | — | 1,169,503 | | Michael G. Potter | Termination without Cause or for Good Reason | 560,000 | 443,797 | — | — | 45,190 | 1,048,987 | | Gordon Mattingly | Termination without Cause or for Good Reason | — | — | — | — | — | — | | | Termination without Cause or for Good Reason Following a Change in Control | 525,000 | — | — | — | 35,700 | 560,700 | | | Change in Control | — | — | — | — | — | — |
Potential Payments upon Termination or Change in Control
(1) Represents a cash payment of 12 months of base salary in the event of termination without cause or for good reason outside a change in control period for Ms. La and 24 months of base salary in the event of termination without cause or for good reason within 12 months following a change in control for Ms. La. Represents 12 months of base salary in the event of termination without cause or for good reason within 12 months following a change in control for Mr. Mattingly. Due to Mr. Potter’s transition from his role as Chief Financial Officer, he received a severance payment in the amount of $560,000. (2) Represents a cash payment of 12 months of Ms. La’s and Mr. Mattingly’s target bonus amounts in the event of termination without cause or for good reason outside a change in control period and a cash payment of 24 months of Ms. La’s target bonus in the event of termination without cause or for good reason within 12 months following a change in control. Due to his transition and retirement effective July 1, 2025, Mr. Paul received a pro-rated annual bonus based on achievement of performance goals for fiscal year 2025, in the amount of $638,097, and due to Mr. Potter’s transition from his role as Chief Financial Officer, he received a cash bonus in the amount of $443,797. Mr. Mattingly was not eligible to participate in the Company’s 2025 Management Bonus Program. Represents the aggregate value of the executive’s unvested option awards that would have vested on an accelerated basis, based on the spread between fair value of our ordinary shares ($5.94 as of December 31, 2025) and the options’ exercise prices (and does not include any unvested options that are underwater, whereby the exercise price is more than the fair market value as of December 31, 2025) in the event of a termination without cause or resignation for good reason within the 12 months following a change in control. Based on Mr. Potter’s Separation and Consulting Agreements the Potter Options did not vest on an accelerated basis as of December 31, 2025. Represents the aggregate value of the executive’s unvested RSUs that would have vested on an accelerated basis, based on the fair market value of our ordinary shares ($5.94 as of December 31, 2025). If each NEO is terminated without cause by us or resigns with good reason within 12 months for Ms. La and Mr. Mattingly following a change in control, then all RSUs will become fully vested. For PSUs granted in 2025, (i) to the extent they would have been earned prior such termination, then they would be subject to the foregoing acceleration as if they were RSUs and (ii) to the extent the performance period had not yet been completed prior to such termination, then they would terminate for no consideration. Under the terms and conditions of the 2025 PSUs, in the event of change in control prior to the end of the performance period, there will be earned PSUs equal to the greater of (i) the target number of PSUs and (ii) the actual achievement of the performance metrics based on the performance period ending immediately prior to the change in control. The change in control portion of the table above represents the target number of PSUs as if a change in control occurred on December 31, 2025. Based on Mr. Potter’s Separation and Consulting Agreements the Potter RSUs and PSUs would not have accelerated as of December 31, 2025. (5) Represents 24 months of COBRA premiums received by Mr. Paul and 15 months of COBRA premiums received by Mr. Potter in connection with each of their transitions from the Company. Represents 12 months’ COBRA premiums upon a termination without cause or resignation for good reason outside a change in control period for Ms. La. Represents 24 months’ COBRA premiums upon a termination without cause or resignation for good reason within 12 months following a change in control for Ms. La and 12 months for Mr. Mattingly.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S‑K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our former Chief Executive Officer, Andrew Paul and current Chief Executive Officer, Thi La: For 2025: • The median of the annual total compensation of our employees (except our former Chief Executive Officer and current Chief Executive Officer) was $38,092; • The annual total compensation of our former Chief Executive Officer was $1,173,249; • The annual total compensation of our current Chief Executive Officer was $7,986,924; and • The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 210 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology: For 2025, in accordance with Item 402(u) of Regulation S-K, we calculated the CEO pay ratio using the same employee census data used to calculate the median employee in 2024, as we believe there has been no change in our employee population or compensation arrangements during 2025 that would result in a significant change to our median employee calculation methodology. In determining our median employee in 2024, we considered the individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2024, whether employed on a full‑time, part‑time, seasonal or temporary basis. We did not include any contractors or other non‑employee workers in our employee population. Thus, our employee population used to determine our median employee, after taking into consideration the adjustments described above, consisted of approximately 2,075 individuals. To identify our median employee, we chose to use the base salary rate and target variable cash compensation for active employees effective as of December 31, 2025. For simplicity, we calculated annual base pay using a reasonable estimate of the hours worked during 2025 for hourly employees and base salary rate for our remaining employees. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using spot foreign exchange rates as of December 31, 2025. We did not make any cost‑of‑living adjustments. Once we determined our median employee, we then calculated the 2025 total compensation for this individual using the same methodology we use to calculate the amount reported for our Chief Executive Officer in the “Total” column of the 2025 Summary Compensation Table as set forth in this proxy statement. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.
Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to each individual serving as our principal executive officer, or PEO, and the other named executive officers, or NEOs, as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see “Compensation Discussion and Analysis.”
Pay Versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation | Summary Compensation | Compensation Actually Paid | Compensation Actually Paid | Average Summary | Average Compensation | Total Stockholder | Peer Group Total | Net Income (Loss) | Revenue |
Pay Versus Performance Table
| | Table Total for PEO (Former) ($)(1) | Table Total for PEO (Current) ($)(1) | to PEO (Former) ($)(2)(3) | to PEO (Current) ($)(2)(3) | Compensation Table Total for Other NEOs ($) | Actually Paid to Other NEOs ($)(2)(3) | Return ($) | Stockholder Return ($)(4) | ($ millions) | ($ millions)(4) | | 2025 | 1,173,249 | 7,986,924 | 3,757,407 | 5,489,413 | 1,642,621 | 1,374,099 | 16 | 258 | (16) | 1,472 | | 2024 | 5,975,495 | — | (584,117) | — | 3,549,223 | 139,522 | 46 | 220 | (85) | 1,316 | | 2023 | 6,700,335 | — | 4,928,716 | — | 2,988,849 | 2,180,373 | 99 | 161 | (3) | 1,460 | | 2022 | 9,891,116 | — | 4,476,337 | — | 2,393,278 | 305,071 | 95 | 102 | (54) | 1,375 | | 2021 | 10,174,767 | — | (233,657) | — | 1,747,828 | (2,680,709) | 147 | 142 | 101 | 1,904 |
Pay Versus Performance Table
Amount represents the total compensation reported in the Summary Compensation Table for the applicable year in the case of Andy Paul, or our Former PEO, who served as PEO from January 1, 2025 through June 30, 2025 and our current PEO, Thi La from July 1, 2025 through December 31, 2025. (2) Amounts represent compensation actually paid to our Former PEO and Current PEO and the average compensation actually paid to our Other NEOs reported in the Summary Compensation Table for the relevant fiscal year, as determined under SEC rules (and described below), but do not reflect the actual amount of compensation earned by or paid to our PEOs or our other NEOs as a group in the applicable year. Mr. Paul was the sole PEO during the entirety of fiscal years 2024, 2023, 2022 and 2021. Our other NEOs include Mr. Potter and Mr. Mattingly for 2025, Ms. La and Mr. Potter for 2024 and 2023, Ms. La and Messrs. Potter and Lakritz for 2022 and Ms. La and Messrs. Potter, Lakritz and Chevalier for 2021. (3) CAP to our PEOs and other NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows, in accordance with Item 402(v) of Regulation S-K:
Pay Versus Performance Table
| PEO CAP | 2025 ($) (Former PEO) | 2025 ($) (Current PEO) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 1,173,249 | 7,986,924 | 5,975,495 | 6,700,335 | 9,891,116 | 10,174,767 | | Adjustments: | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | — | (6,134,965) | (5,111,695) | (6,252,427) | (9,171,183) | (8,161,753) | | Increase for year-end fair value of outstanding and unvested equity awards granted in the year | — | 2,816,383 | 1,487,300 | 3,976,933 | 5,378,715 | 2,489,316 | | Increase for fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | 177,819 | — | | Increase (deduction) for year over year change in fair value of outstanding and unvested equity awards granted in prior years | — | (67,459) | (2,385,052) | (165,998) | (731,991) | (3,008,808) | | Increase (deduction) for year over year change in fair value of equity awards granted in prior years that vested in the year | 649,004 | 888,531 | (550,165) | 669,873 | (1,068,138) | (1,727,178) | | Deduction for fair value at end of prior year for equity awards forfeited in the year | — | — | — | — | — | — | | Increase for incremental fair value of equity awards modified in the year | 1,935,154 | — | — | — | — | — | | CAP | 3,757,407 | 5,489,413 | (584,117) | 4,928,716 | 4,476,337 | (233,657) |
Pay Versus Performance Table
| CAP for Average Other NEOs | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 1,642,621 | 3,549,223 | 2,988,849 | 2,393,278 | 1,747,828 | | Adjustments: | | | | | |
Pay Versus Performance Table
| Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | (1,106,147) | (2,991,423) | (2,214,407) | (1,902,495) | (899,327) | | Increase for year-end fair value of outstanding and unvested equity awards granted in the year | 436,674 | 876,590 | 1,408,501 | 1,062,577 | 283,677 | | Increase for fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | | Increase (deduction) for year over year change in fair value of outstanding and unvested equity awards granted in prior years | (117,131) | (799,507) | (58,322) | (599,524) | (2,686,297) | | Increase (deduction) for year over year change in fair value of equity awards granted in prior years that vested in the year | 232,110 | (495,361) | 55,752 | (631,862) | (1,126,590) | | Deduction for fair value at end of prior year for equity awards forfeited in the year | — | — | — | (24,648) | — | | Increase for incremental fair value of equity awards modified in the year | 285,972 | — | — | 7,744 | — | | CAP | 1,374,099 | 139,522 | 2,180,373 | 305,071 | (2,680,709) |
Pay Versus Performance Table
For all periods presented in the tables above, there were no adjustments applicable to (i) dividends or other earnings paid during the applicable fiscal year prior to the vesting date, (ii) deduction for change in the actuarial present values for the applicable fiscal year or (iii) increase for service cost and prior service cost for pension plans. (4) For the relevant fiscal year, represents the cumulative TSR, or the Peer Group TSR, of the S&P 500 IT Technology Index, or the Peer Group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested on December 31, 2020, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined that Revenue, which is a GAAP measure, to be the most important financial measure used to link Company performance to CAP to our PEO and Other NEOs in 2025, 2024, 2023, 2022 and 2021. This performance measure may not have been the most important financial performance measure for year 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025: • Revenue(1); and • Non-GAAP adjusted Operating Income(2). Please note that we have only listed two financial performance metrics, as there are no other financial performance metrics that were linked to CAP for our NEOs in 2025. The Company’s most important financial performance measure for linking CAP to Company performance is Revenue, as it is one of only two Company Performance Factors under our annual performance bonus program (the other being Non-GAAP adjusted operating income) and it is used for purposes of selecting companies comprising our compensation peer groups which influence compensation decisions. This financial performance measure is required in the Pay Versus Performance Table above. (1) For an explanation of our management’s use of this measure for the relevant fiscal year, see “Compensation Discussion and Analysis—Determination of Compensation” of this Proxy Statement. Revenue is used as a Company Performance Factor under our annual performance bonus program and is one of the performance metrics for our PSUs. (2) For an explanation of our management’s use of this measure, see “Compensation Discussion and Analysis—Determination of Compensation” of this Proxy Statement. Non-GAAP adjusted operating income is used as a Company Performance Factor under our annual performance bonus program and is one of the performance metrics for our PSUs. For a full reconciliation for non-GAAP adjusted operating income to the most directly comparable financial measure stated in accordance with GAAP, please see “Use and Reconciliation of Non-GAAP Financial Measures” and the accompanying tables in our press release filed as an exhibit to a Current Report on Form 8-K that we filed with the SEC on February 12, 2026.