DEF 14A of RingCentral, Inc., Dec 9, 2025

DEF 14A of RingCentral, Inc.

Filed Dec 9, 2025 · FY20240001384905-25-000059

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | Option Exercises and Stock Vested in 2024 | 41 | | Pension Benefits | 41 | | Non-Qualified Deferred Compensation | 41 | | Potential Payments upon Termination and upon Termination in Connection with a Change of Control | 41 | | CEO Pay Ratio | 43 | | Pay versus Performance Disclosure | 45 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 49 | | Equity Compensation Plan Information | 52 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 53 | | Limitation of Officer and Director Liability and Indemnification Arrangements | 53 | | Policies and Procedures for Related Party Transactions | 55 | | OTHER MATTERS | 56 | | Delinquent Section 16(a) Reports | 56 | | 2024 Annual Report and SEC Filings | 57 |

  2. Nominees for Director

    Nominees for Director Vladimir Shmunis is a co-founder and has served as our Chief Executive Officer and Chairman since our inception in 1999, except when he served solely as our Executive Chairman from August 2023 until December 2023. Prior to RingCentral, from 1992 to 1998, Mr. Shmunis served as President and Chief Executive Officer of Ring Zero Systems, Inc., a communications software provider founded by Mr. Shmunis and acquired by Motorola, Inc. From 1982 to 1992, Mr. Shmunis held various software development and management roles with a number of technology companies, including Hewlett-Packard and Ampex Corporation. Mr. Shmunis holds a B.S. in Computer Science and an M.S. in Computer Science from San Francisco State University. Our board of directors believes that Mr. Shmunis possesses specific attributes that qualify him to serve as a director, including the perspective and experience he brings as our Chief Executive Officer and his experience as an executive in the technology industry. Our board of directors also believes that he brings historical knowledge, operational expertise and continuity to the board of directors. Prat Bhatt has served on our board of directors since March 2024. Mr. Bhatt served as the Chief Accounting Officer from July 2009 to July 2023 and as Executive Advisor from August 2023 to January 2024 at Cisco Systems, Inc. (“Cisco”), a global technology company. He previously also held the additional title of Corporate Controller from July 2009 to May 2022. From June 2007 to July 2009, Mr. Bhatt served as Vice President, Finance and Assistant Corporate Controller, and from November 2000 to June 2007 he served in various leadership roles of increasing importance at Cisco. Mr. Bhatt has served on the board of directors of Seagate Technology since December 2020 and is the chair of its audit and finance committee. Since January 2025, Mr. Bhatt has served on the Board of Trustees for the Financial Accounting Foundation. Since August 2023, Mr. Bhatt has served on the Governing Board of the Center for Audit Quality and is a member of its financial oversight committee. In addition, since September 2025, Mr. Bhatt has served on Deloitte’s Audit Quality Advisory Council. From June 1999 to November 2000, Mr. Bhatt was Director of Financial Operations at Kaiser Permanente and from October 1990 to June 1999 he was Senior Manager with Ernst & Young LLP in the Assurance Practice. Mr. Bhatt has also previously served on advisory committees to the Financial Accounting Standards Board and Public Company Accounting Oversight Board (the "PCAOB") and as chair of the Financial Executives International’s Committee on Corporate Reporting. Mr. Bhatt is a licensed Certified Public Accountant (retired). He holds a B.A. in economics from the University of California, Santa Cruz, and a M.Acc. from the University of Southern California. Our board of directors believes that Mr. Bhatt possesses specific attributes that qualify him to serve as a director, including his professional experience in the areas of finance, accounting and audit oversight and his public company board experience. Kenneth Goldman has served on our board of directors since June 2017. Between September 2017 and April 2022, Mr. Goldman served as President of Hillspire LLC, a wealth management services provider. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., an Internet commerce company, where he was responsible for Yahoo’s global finance functions including financial planning and analysis, controllership, tax, treasury and investor relations. From September 2007 to October 2012, Mr. Goldman was the Senior Vice President, Finance and Administration and Chief Financial Officer of Fortinet, Inc., a provider of threat management technologies. From August 2000 until March 2006, Mr. Goldman served as Senior Vice President of Finance and Administration and Chief Financial Officer of Siebel Systems, Inc., a supplier of customer software solutions and services. Previously, Mr. Goldman has been the Chief Financial Officer of Sybase, Inc., an enterprise software and services company (acquired by SAP SE), Excite@Home, an internet access provider, Cypress Semiconductor Corporation, a semiconductor company, and VLSI Technology, Inc., an integrated circuit designer and manufacturer (acquired by Philips Electronics). Mr. Goldman currently serves on the board of directors of Fortinet, Inc., a cybersecurity company, C3.ai, an enterprise AI software company, Kodiak Robotics, Inc., a provider of AI-powered autonomous vehicle technology, and Wealthfront Corporation, a private fintech company, and previously served on the boards of directors of NXP Semiconductor N.V., a global semiconductor manufacturer, from August 2010 to June 2022, TriNet Group, Inc., a human resources management company, from August 2009 to July 2020, Zuora, Inc., a subscription software company, from March 2017 to February 2025, and GoPro, Inc., a technology company from December 2013 to June 2025. He also is a Trustee Emeritus of Cornell University. Mr. Goldman also currently serves on the board of directors of several private companies. Mr. Goldman has served as a member of the PCAOB Investor Advisory Group since January 2024. From December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s primary Advisory Council (“FASAC”). Between July 2018 and August 2022, Mr. Goldman served on the Sustainability Accounting Standards Board, now a part of The Value Reporting Foundation, and previously served a two-year term on the PCAOB’s Standing Advisory Group (“SAG”). Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School. Our board of directors believes that Mr. Goldman possesses specific attributes that qualify him to serve as a director, including his experience on the boards of directors of numerous companies, his extensive executive experience and his service as a member of the PCAOB Investor and Standing Advisory Groups, FASAC and SAG. He provides a high level of expertise and significant leadership experience in the areas of finance, accounting and audit oversight. Amy Guggenheim Shenkan has acted as a Senior Advisor to Altamont Capital Partners since June 2021 and serves on the board of its portfolio company, Hybrid Promotions, LLC, dba Hybrid Apparel. She also served on the board of Byrider Sales of Indiana S, LLC, dba Byrider, until its sale in September 2024. Previously, she served as the President and Chief Operating Officer of Common Sense Media from February 2011 to December 2017. Prior to joining Common Sense Media in 2011, Ms. Shenkan was a digital transformation expert with McKinsey & Company, Inc. She has served on the board of directors of EverCommerce, Inc., a service commerce platform provider, since May 2025, and Pickles Auctions, a private company, since December 2022. In addition, she currently serves on the Global Advisory Board of Harvard Business School, the board of Silicon Valley Director’s Exchange and The GroundTruth Project. Ms. Shenkan previously served on the board of directors of Ritchie Bros. Auctioneers Incorporated from July 2017 to May 2022 and Zuora, Inc. from January 2022 until it became a private company in February 2025. Ms. Shenkan holds a B.A. from the University of Michigan and an M.B.A. from Harvard Business School. Our board of directors believes that Ms. Shenkan possesses specific attributes that qualify her to serve as a director, including her extensive executive management and consulting experience, which includes both serving as a senior executive within, and advising, companies across various industries on digital and business transformations, as well as her experience serving on public company boards.

  3. Nominees for Director

    Robert Theis has served on our board of directors since August 2011. Mr. Theis has served as a General Partner, Chief Investment Officer of World Innovation Lab, a venture capital firm, since September 2016. He served as a managing director at Scale Venture Partners, a venture capital firm, from May 2008 to October 2014. Prior to joining Scale Ventures, from July 2000 to April 2008, Mr. Theis served as a general partner with Doll Capital Management, a venture capital firm. From July 1996 to June 2000, Mr. Theis served as executive vice president and served on the board of directors of New Era of Networks, Inc., a supplier of Internet infrastructure software and services. From April 1986 to June 1996, Mr. Theis served as a Managing Director at Sun Microsystems, Inc., a provider of computers and computer components acquired by Oracle Corporation, and from January 1984 to March 1986, as Marketing Manager at Silicon Graphics, Inc., a provider of high-performance computing solutions. Mr. Theis also served on the board of directors of Avaya Holdings Corp., a business communication and cloud solutions company, from November 2020 to October 2022. Mr. Theis holds a B.A. in Economics from the University of Pittsburgh, Pennsylvania. Our board of directors believes that Mr. Theis possesses specific attributes that qualify him to serve as a director, including his substantial experience as a venture capitalist investment professional and as a director of technology infrastructure and applications companies. Mahmoud ElAssir has served as the Senior Vice President and Chief Technology Officer at UnitedHealth Group since February 2023. Previously, he served as Chief Technology Officer in Residence at Insight Partners, a venture capital firm, where he advised the firm and its portfolio companies from March 2022 to February 2023. From October 2019 to June 2021,he served as Vice President and General Manager at Google LLC. From 1997 to 2019, he held positions of increasing responsibility at Verizon Communications Inc., most recently serving as Senior Vice President, Chief Technology Officer. In addition, Mr. ElAssir has held Chief Information Officer advisory roles at Amazon Web Services, Inc. from August 2016 to June 2019, Dell Technologies Inc. from January 2016 to June 2019, and Red Hat, Inc. from August 2015 to June 2019. Mr. ElAssir holds advisory positions on several private company boards, including Quantum Metric, Inc. Mr. ElAssir holds a Bachelor of Engineering in Computer and Communication from the American University of Beirut. Our board of directors believes that Mr. ElAssir possesses specific attributes that qualify him to serve as a director, including his extensive experience as a Chief Technology Officer and Chief Information Officer executive, both from the customer and partner perspectives. If you are a record holder and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Messrs. Shmunis, Bhatt, ElAssir, Goldman and Theis, and Ms. Shenkan. RingCentral expects that Messrs. Shmunis, Bhatt, ElAssir, Goldman and Theis, and Ms. Shenkan will accept such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the board of directors to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card or when you vote by telephone or over the Internet. If you hold your shares in street name and you do not give voting instructions to your broker, your broker will leave your shares unvoted on this matter.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The nominating committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the nominating committee considers include, without limitation, issues of character, integrity, judgment, diversity, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. The nominating committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors, (1) the highest personal and professional ethics and integrity, (2) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (3) skills that are complementary to those of the existing members of our board of directors, (4) the ability to assist and support management and make significant contributions to the Company’s success, and (5) an understanding of the fiduciary responsibilities that are required of a member of our board of directors, and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no stated minimum criteria for director nominees, although the nominating committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The nominating committee may also take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating committee, the board of directors or management. Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should exhibit a wide range of views and perspectives. Accordingly, the nominating committee considers a broad range of backgrounds, experiences and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, the nominating committee recommends to the full board of directors the director nominees for selection. The foregoing considerations were all applied by our nominating committee during a thorough process to recruit suitable candidates to stand for election to our board of directors. Our nominating committee, with input from our independent directors, Chairman of our board of directors, and management identified Mr. ElAssir as a potential candidate and recommended him to the board of directors.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation Our board of directors has approved a compensation program for non-employee directors to attract, retain and reward its qualified directors and align the financial interests of the non-employee directors with those of our stockholders. The compensation committee has the primary responsibility for reviewing and approving the compensation paid to non-employee directors. The compensation committee reviews at least annually the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by our independent compensation consulting firm, Compensia, Inc. (“Compensia”) regarding practices at comparable companies. As part of this analysis, Compensia reviews non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of executive compensation. Based on this review, the compensation committee has made adjustments to the non-employee director compensation program, most recently in April 2025, in an effort to provide competitive compensation opportunities for our non-employee directors. Pursuant to this compensation program, each non-employee director received cash and equity compensation for board services in 2024 as described below. In addition, we reimburse our non-employee directors for expenses incurred in connection with attending board and committee meetings as well as continuing director education.

  6. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Prat Bhatt (2) | 58,911 | 351,223 | — | 410,134 | | Mignon Clyburn (3) | 52,339 | 199,993 | — | 252,332 | | Kenneth Goldman (4) | 77,527 | 199,993 | — | 277,520 | | Ned Segal (5) | 67,500 | 454,764 | — | 522,264 | | Amy Guggenheim Shenkan (6) | 148 | — | — | 148 | | Robert Theis (7) | 107,554 | 199,993 | — | 307,547 | | Allan Thygesen (8) | 23,710 | — | — | 23,710 | | Neil Williams (9) | 80,000 | 199,993 | — | 279,993 | | Mahmoud ElAssir (10) | — | — | — | — |

  7. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Consistent with our compensation philosophy and objectives, the compensation committee took the following actions with respect to the compensation of our named executive officers for 2024: •Base Salary—Maintained base salary amounts for our existing named executive officers, as described in the “Base Salary” section below; •Non-Equity Incentive Plan Compensation—Approved a bonus plan for our named executive officers that paid out only if we achieved quarterly revenue and Non-GAAP operating margin goals that were set to be aggressive and achievable with strong leadership from our executive team described in the “Annual Incentive Compensation” section below. Payouts under the plan for the first two quarters were in cash, and payouts under the plan for the last two quarters were made in the form of restricted stock units ("RSUs") that were fully vested upon grant in order to conserve cash resources and further align the interests of our stockholders and our executive officers, as described in the “Annual Incentive Compensation” section below; •Annual Equity Compensation—Granted time-based RSUs and performance-based RSUs ("PSUs") as part of our annual compensation in an effort to retain our named executive officers, provide incentives for them to continue to grow our business and enhance the link between their interests and the interests of our stockholders, as described in the “Equity Compensation” section below; and •New Hire Equity Compensation—Granted equity awards to Mr. Lamba in connection with his hire.

  8. Executive Compensation Policies and Practices

    Executive Compensation Policies and Practices We endeavor to maintain compensation policies and practices that are consistent with sound governance standards. We believe it is important to provide competitive compensation packages and a high-quality work environment in order to hire, retain and motivate key personnel. Our compensation committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the nature of the market in which we compete for key personnel. The following policies and practices were in effect during 2024: •Independent Compensation Committee. Our compensation committee is comprised solely of independent directors who have established effective means for communicating with each other and with stockholders, and implementing their executive compensation ideas, as well as addressing concerns; •Compensation Consultant. Our compensation committee engaged its own compensation consultant, Compensia, to assist with its 2024 compensation reviews. Compensia performed no other consulting or other services for us; •Annual Executive Compensation Review. Our compensation committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes; •Performance-Based Compensation. Our executive compensation program is designed so that a significant portion of compensation is performance-based, and therefore “at risk,” dependent upon corporate performance, as well as equity-based to align the interests of our executive officers with our stockholders. The overall performance and contribution of the executive is also considered in determining each individual’s compensation; •Minimal Perquisites and Special Benefits. The members of our executive team are eligible to participate in broad-based Company-sponsored retirement, health and welfare benefits programs on the same basis as our other full-time, salaried employees. At this time, we do not regularly provide any perquisites or other personal benefits to the members of our executive team; •No “Golden Parachute” Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our executive officers might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”); •No Hedging and Pledging. Our Insider Trading Policy prohibits our employees, including our executive officers and the members of our board of directors, from hedging any Company securities and from pledging any Company securities as collateral for a loan; •No “Single-Trigger” Change-in-Control Arrangements; “Double-Trigger” Change-in-Control Arrangements. There are no payments and benefits that are payable solely as a result of a change-in-control in the Company. All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change-in-control of our Company plus an involuntary termination of employment before payments and benefits are paid); and •Stockholder Advisory Votes on Named Executive Officer Compensation. Our stockholders have an opportunity to cast an advisory vote to (i) approve our named executive officers’ compensation and (ii) approve the frequency of the vote to approve the named executive officers’ compensation. Our stockholders have voted in favor of annual advisory votes on the named executive officers’ compensation. At the 2024 annual meeting of stockholders, approximately 73% of the votes cast voted to approve our named executive officers’ compensation. We will consider the results from this year’s and future years’ stockholder advisory votes on named executive officer compensation when making decisions about our executive compensation program.

  9. Compensation Committee

    Compensation Committee Each year, our compensation committee conducts a review of our executive compensation program and related policies and practices. At the beginning of each year, the compensation committee assesses the prior year performance and establishes bonus targets and metrics for the current year and annual equity award grants for our named executive officers. In addition, the compensation committee reviews and determines the base salary of our named executive officers. In determining the compensation of the members of our executive team, including our named executive officers, for 2024, our compensation committee reviewed the compensation arrangements, including base salary, target bonus and equity compensation, of our executive officers and considered an analysis of competitive market data presented by the compensation committee’s advisor, Compensia, a national compensation consulting firm that provides executive compensation advisory services, as well as our overall strategic business plan. Market data was used primarily as a reference point for measuring the competitive marketplace, and was one factor among others, used by the compensation committee in determining executive compensation. Other factors the compensation committee considers in making its executive compensation decisions include input from our CEO, CFO, President, and CAdO (except regarding their own compensation), past individual performance and expected future performance, vesting status and value of existing equity awards, and internal pay equity based on the impact of business and performance.

  10. Role of Compensation Consultant

    Role of Compensation Consultant Compensia has been engaged by and serves as the compensation committee’s compensation consultant. Compensia reviews the compensation arrangements of the members of our executive team and generally assists the compensation committee in analyzing executive officer and employee compensation, and the compensation of non-employee members of our board of directors. Compensia provides support for the compensation committee by attending meetings of the compensation committee, providing recommendations regarding the composition of our compensation peer group, analyzing compensation data and formulating recommendations for executive and non-employee director compensation. Our compensation committee also works directly with Compensia from time to time to obtain additional information or clarity regarding data provided by Compensia, and also requests specific analyses to assist the compensation committee in the design and structure of our executive and non-employee director compensation programs. The compensation committee has determined that the work of Compensia does not give rise to any “conflict of interest” in accordance with Item 407(e)(3)(iv) of Regulation S-K and the listing standards of the NYSE.

  11. Competitive Positioning

    Competitive Positioning In setting executive compensation, our compensation committee uses publicly-available data on the compensation policies and practices of comparable publicly-traded companies as a reference to understand the competitive market for executive talent. With respect to decisions regarding the 2024 compensation of the members of our executive team, including the named executive officers, our compensation committee reviewed an analysis prepared by Compensia of competitive market data derived from the companies in the following compensation peer group (which was approved by our compensation committee in December 2023):

  12. Competitive Positioning

    | Alteryx | Envestnet | Paycom Software | | Blackbaud | Five9 | Pegasystems | | Box | Guidewire Software | Twilio | | Docusign | HubSpot | Zoom Communications | | Dropbox | MongoDB | Zoominfo Technologies | | Dynatrace | Okta | |

  13. Competitive Positioning

    In selecting the companies that comprised the compensation peer group, the compensation committee focused primarily on public companies in the same or similar country or countries of operation, industry group and financial comparability, which include revenue and market capitalization. The companies that comprise the peer group are our competitors in the labor and capital markets and have similar growth and performance potential. This competitive market data was used as a reference in the course of our compensation committee’s review and evaluation of our executive compensation program and decisions regarding executive compensation in 2024. The competitive market data is useful to understand market practice and to provide a general context for its decisions. The compensation committee determines the nature and the extent of the use of market data, which varies by executive. Actual compensation is based on individual performance, experience, responsibilities and other criteria selected by our compensation committee. While the compensation committee does not target any component of our executive compensation program to a particular level versus the competitive market, our compensation committee generally refers to a range of the 50th to the 75th market percentile when making its executive compensation decisions. The competitive market data was not used to benchmark the compensation for our named executive officers.

  14. Compensation Overview

    Compensation Overview Our executive compensation program for 2024 consisted of the following principal compensation elements: •Base salary, with Mr. Shmunis having received an equity award in 2023 in lieu of substantially all of the amounts that would have otherwise been paid as base salary for the period from April 1, 2023 through March 31, 2024; •Annual incentive compensation paid, if earned, in cash for the first two quarters and in the form of RSUs for the last two quarters; and •Long-term incentive compensation in the form of (i) annual grants of time-based RSUs and PSUs and (ii) equity awards granted in connection with the hire of Mr. Lamba. We are committed to providing appropriate cash and equity incentives to compensate our named executive officers in a manner that our compensation committee determines is reasonable and appropriate to motivate and retain key talent.

  15. Base Salary

    (1)In 2023, Mr. Shmunis received an award of 17,144 RSUs in lieu of payment in cash of $494,530 of his salary for the period from April 1, 2023 through March 31, 2024. The actual base salaries paid to our named executive officers during 2024 are set forth in the Summary Compensation Table below. As described above and in the footnotes to the Summary Compensation Table, a portion of the salary for Mr. Shmunis was paid in the form of RSUs that were granted in May 2023 and are described in Footnote 4 to the Summary Compensation Table below.

  16. Annual Incentive Compensation

    Annual Incentive Compensation The compensation committee establishes annual incentive compensation opportunities under our bonus plan (the “Bonus Plan”). Consistent with our historical practices, bonuses for 2024 under the Bonus Plan were designed to motivate and reward our named executive officers, to perform to the best of their abilities and to achieve our objectives.

  17. Target Annual Incentive Opportunities

    Target Annual Incentive Opportunities In April 2024, the compensation committee reviewed the target annual incentive opportunities of our then-named executive officers, taking into consideration each such named executive officer’s total annual compensation opportunity, the competitive market data with an emphasis generally on the 50th through 75th percentile of total target cash compensation opportunities, breadth of responsibilities and the other factors described in the “Compensation Setting Process—Compensation Committee” section above. Following this review, our compensation committee determined that no adjustments should be made to the annual incentive opportunities of our then-named executive officers. Mr. Lamba’s target annual incentive opportunity was determined through arm’s-length negotiation when he was hired. The target annual incentive opportunities of our named executive officers for 2024 were:

  18. Target Annual Incentive Opportunities

    | Name | 2024 Target Bonus Opportunity (as a % of 2024 Base Salary) | 2024 Target Bonus Opportunity | | Vladimir Shmunis | 100% | $500,000 | | Vaibhav Agarwal | 100%(1) | $437,500 | | John Marlow | 100% | $450,000 | | Sonalee Parekh | 100% | $500,000 | | Abhey Lamba | 100% | $500,000 |

  19. Target Annual Incentive Opportunities

    (1)Reflects Mr. Agarwal’s target incentive opportunity for each of the third and fourth quarters of 2024. Mr. Agarwal’s target incentive opportunity for each of the first and second quarters of 2024 was equal to 75% of his base salary.

  20. 2024 Bonus Plan Design and Achievement

    2024 Bonus Plan Design and Achievement For 2024, there are four quarterly performance periods, ending on March 31, June 30, September 30, and December 31. The bonus pool under the Bonus Plan funds based on our achievement against the quarterly target levels established by the compensation committee of the following performance metrics (weighted 50% each): (i) revenues and (ii) Non-GAAP operating margin. These metrics have the following meanings under the Bonus Plan: •“revenues” means the Company’s net revenues generated from third parties, including both subscriptions revenues and other revenues, each as defined in the Form 10-K filed for the calendar year ended December 31, 2024, as amended. Net revenue is defined as gross sales less any pertinent discounts, refunds, or other contra-revenue amounts, as presented on the Company’s press release reporting the applicable quarterly financial results. •“Non-GAAP operating margin” means the Company’s Non-GAAP income from operations divided by its “revenues.” Non-GAAP income from operations means the Company’s “revenues” less cost of revenues and operating expenses, excluding share-based compensation expense, amortization of acquisition related intangibles, legal settlement related charges and as adjusted for certain acquisitions, as presented on the Company’s press release reporting the applicable quarterly financial results. With respect to revenues, for 100% of the bonus pool for any particular quarter to fund, 100% of the quarterly revenues target established by the compensation committee needed to be achieved. For each 0.1% of revenues that was achieved above the 100% of the quarterly revenues target established by the compensation committee, the bonus pool with respect to revenue would be increased by 1% (up to a maximum bonus pool equal to 150% of the target amount), and for each 0.1% of revenue that was achieved below 100% of the quarterly revenues target established by the compensation committee, the bonus pool with respect to revenues would be reduced by 1%. With respect to Non-GAAP operating margin, for 100% of the bonus pool for any particular quarter to fund, the quarterly Non-GAAP operating margin must be within 0.5 points of the 100% of the quarterly Non-GAAP operating margin target established by the compensation committee (this 1.0-point range, the “quarterly Non-GAAP operating margin target range”). For each 0.1 points that was achieved above the quarterly Non-GAAP operating margin target range, the bonus pool with respect to Non-GAAP operating margin would be increased by 1% (up to a maximum bonus pool equal to 150% of the target amount), and for each 0.1 points that was below the quarterly Non-GAAP operating margin target range, the bonus pool with respect to Non-GAAP operating margin would be reduced by 1%. For the bonus pool under the Bonus Plan to fund for any particular quarter, we had to achieve (i) quarterly revenues at least equal to the low end of the range for revenues expected by analyst consensus estimates after we publicly disclosed our guidance for such quarter, and (ii) quarterly Non-GAAP operating margin at least equal to the low end of the range for Non-GAAP operating margin expected by analyst consensus estimates after we publicly disclosed our guidance for such quarter. The following chart sets forth our 2024 quarterly targets against each metric under the Bonus Plan, actual achievement against those targets, and the corresponding percentage payouts to the named executive officer each quarter:

  21. 2024 Bonus Plan Design and Achievement

    | | Revenue | | | | Non-GAAP Operating Margin | | | | | | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | | Target (in millions) | $580.6 | $588.8 | $607.5 | $617.4 | 19.1% | 20.4% | 21.9% | 22.4% | | Achievement (% of Target) | 100.6% | 100.8% | 100.2% | 99.5% | 108.9% | 103.0% | 95.9% | 95.1% | | Payout (% of Target) | 106.2% | 108.1% | 102.1% | 95.2% | 111.5% | 101.2% | 96.1% | 94.6% |

  22. 2024 Bonus Plan Design and Achievement

    Based upon our actual financial performance as measured against the approved performance metrics and the formula under the Bonus Plan, the payout percentages for each of the four quarters in 2024 were as follows: 108.9% (Q1), 104.7% (Q2), 99.1% (Q3) and 94.9% (Q4). In September 2024, our compensation committee approved the 2024 Key Employee Equity Bonus Plan for our then‑named executive officers (the “KEEB”), which provided that the then-named executive officers (and Mr. Agarwal) would receive any quarterly bonus achieved and payable under the Bonus Plan for the third and fourth quarters of 2024 in the form of RSUs granted under the 2013 Plan. The number of RSUs each named executive officer received equaled the dollar value of the quarterly bonus (or for Mr. Agarwal, 105% of his quarterly bonus) divided by the lower of the closing price of a share of our Class A Common Stock (i) on the first trading day of the quarter for which the quarterly bonus is assessed or (ii) on the first trading day on or after November 15 or February 15 following the quarter for which the quarterly bonus is assessed. The RSUs issued to our named executive officers were fully vested upon grant. Each year, the compensation committee will assess whether to continue the KEEB. The aggregate dollar values of the bonuses earned by our named executive officers under the Bonus Plan for 2024 are listed in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table. As described above and in the footnotes to the Summary Compensation Table, each bonus earned for the first and second quarters of 2024 were paid in cash and each bonus for the third and fourth quarters of 2024 was paid in the form of RSUs that are listed in the Grants of Plan-Based Awards in 2024 table below.

  23. Equity Compensation

    Equity Compensation We use time-based RSUs to deliver long-term incentive compensation opportunities to our named executive officers, and we use PSUs (which provide value to our named executive officers only if the Company achieves specific operational and financial goals, since the PSUs will become eligible to vest only if these goals are achieved) to more strongly align our named executive officers’ compensation with the Company’s performance. The annual equity awards we granted to our then‑named executive officers in May 2024 were a mix of time-based RSUs and PSUs, as described further below. Consistent with our compensation objectives, we believe this approach helps to ensure that the interests of the members of executive team are aligned with those of our stockholders and that we are able to attract and reward our top talent. The compensation committee does not target equity compensation at any particular level versus the competitive market data, although it uses the range of the 25th percentile to the 75th percentile as a reference point during the course of its deliberations. RSUs serve as a retention tool as they vest based on continued service over time. Our compensation committee approved annual equity awards (consisting of time-based RSUs and PSUs) to Messrs. Shmunis, Marlow, and Agarwal and Ms. Parekh in May 2024 to reward them for our strong corporate performance and their individual performance and to ensure that the equity awards they held were sufficient to continue to provide them with appropriate incentives to continue to grow our business. The RSU award granted to Mr. Shmunis vests as to 1/8th of the RSUs every three months after February 20, 2024, in each case, subject to his continued service as of each vesting date. Each of the RSU awards granted to Messrs. Marlow and Agarwal and Ms. Parekh vests as to 1/12th of the RSUs every three months after February 20, 2024, in each case, subject to the applicable named executive officer’s continued service as of each vesting date. For each of the PSU awards granted to these named executive officers, the PSUs are evenly allocated to three separate tranches, which vest independently from one another. The PSUs for a tranche become eligible to vest according to the time-based vesting schedule described below (“achieved PSUs”) based on the achievement of a specified performance goal, as follows: •the first tranche becomes eligible to vest based on the Company’s annualized exit monthly recurring subscriptions for 2024; •the second tranche becomes eligible to vest based on the Company’s unlevered adjusted free cash flow margin for 2024; and •the third tranche becomes eligible to vest based on the Company’s total shareholder return (“TSR”) during the performance period beginning on January 1, 2024, and ending on December 31, 2024, relative to the TSRs of the companies that are a component of the Bessemer Cloud Index or any successor index on the last day of the performance period and were also a component of such index on the first day of the performance period. For the first tranche, the number of PSUs that will become achieved PSUs will be equal to the following: (i) if the Company’s annualized exit monthly recurring subscriptions for 2024 is equal to the threshold of $2,290,364,000, 1% of the target number of PSUs allocated to that tranche, (ii) if the Company’s annualized exit monthly recurring subscriptions for 2024 is equal to the target of $2,542,024,000, 100% of the target number of PSUs allocated to that tranche, and (iii) if the Company’s annualized exit monthly recurring subscriptions for 2024 is $2,796,226,000 or more, 200% of the target number of PSUs allocated to that tranche. For the second tranche, the number of PSUs that will become achieved PSUs will be equal to the following: (i) if the Company’s unlevered adjusted free cash flow margin for 2024 is equal to approximately 86.1% of the target, 80% of the target number of PSUs allocated to that tranche, (ii) if the Company’s unlevered adjusted free cash flow margin for 2024 is between 97.2% and 102.8% of the target, 100% of the target number of PSUs allocated to that tranche, and (iii) if the Company’s unlevered adjusted free cash flow margin for 2024 is approximately 130.6% of the target or more, 200% of the target number of PSUs allocated to that tranche. For the third tranche, the number of PSUs that will become achieved PSUs will be equal to the following: (i) if the Company’s TSR ranks from the 25th percentile up to the 50th percentile, 50% of the target number of PSUs allocated to that tranche, (ii) if the Company’s TSR ranks from the 50th percentile up to the 75th percentile, 100% of the target number of PSUs allocated to that tranche, (iii) if the Company’s TSR ranks from the 75th percentile up to the 90th percentile, 150% of the target number of PSUs allocated to that tranche, and (iv) if the Company’s TSR ranks at the 90th percentile or greater, 200% of the target number of PSUs allocated to that tranche. For each tranche, none of the PSUs allocated to that tranche will become achieved PSUs if the actual level of achievement is below the threshold level of performance for the tranche, and if the actual level of achievement is above the threshold level of performance and falls between the performance levels described above, the actual percentage of the target number of PSUs that will become achieved PSUs will be determined by linear interpolation. The metrics used to measure performance under the PSU awards have the following meanings: •“annualized exit monthly recurring subscriptions” means the monthly value of all customer recurring charges at the end of December 2024 multiplied by 12. •“unlevered adjusted free cash flow margin” means (i) net cash provided by (used in) operating activities as stated in accordance with generally accepted accounting principles in the United States, plus (subtract) cash paid (received) for one-time/non-recurring items, plus interest paid, less capitalized expenditures, divided by (ii) revenue. •“total shareholder return” of any particular company means (i) the company’s closing stock price on December 31, 2024 (plus all dividends paid between January 1, 2024 and December 31, 2024) divided by (ii) the company’s closing stock price on January 1, 2024. 1/2 of any achieved PSUs vest on February 20, 2025 (or in Mr. Shmunis' and Mr. Marlow's cases, February 21, 2025), and 1/8th of the remaining achieved PSUs vest every three months afterwards, in each case, subject to the applicable named executive officer’s continued service as of each vesting date. If a change in control occurred before January 1, 2025, the number of achieved PSUs would be equal to the target number of PSUs. If a change in control occurs after December 31, 2024, the number of achieved PSUs will be determined based on actual achievement. In either case, any achieved PSUs would continue to vest under the time-based vesting schedule described above. In determining the size of these awards, the compensation committee took into consideration each executive officer’s current vested and unvested equity holdings, competitive market data, and the other factors described in the “Compensation Setting Process-Compensation Committee” section above. The intended values of the RSU awards and the intended target values of the PSU awards granted to the named executive officers in May 2024 are listed below, and each of these values was converted into the number of shares (or in the case of the PSU awards, the target number of shares) covered by the award by dividing the value by the average closing price of a share of our Class A Common Stock during the month of April 2024 (or in the case of Mr. Shmunis, during the first 15 days of April 2024).

  24. Equity Compensation

    | Name | Intended Value of RSUs | Intended Target Value of PSUs | | Vladimir Shmunis | $6,000,000 | $6,000,000 | | Vaibhav Agarwal | $2,078,000 | $1,385,000 | | John Marlow | $1,969,000 | $1,313,000 | | Sonalee Parekh | $2,188,000 | $1,460,000 |

  25. Equity Compensation

    Our achievement of the performance goals for these PSU awards was as follows: (i) our annualized exit monthly recurring subscriptions for 2024 was 97.9% of the 100% target level, (ii) our unlevered adjusted free cash flow margin for 2024 was 107.6% of the midpoint of the 100% target level, and (iii) our TSR ranked at the 51st percentile. Based on these levels of achievement, 99.6% of the target number of PSUs became achieved PSUs. In connection with his appointment as CFO, Mr. Lamba received an initial grant of time-based RSUs that covered shares of the Company’s Class A common stock having an aggregate value of $5,000,000 (the “CFO Initial Equity Grant”). The CFO Initial Equity Grant was scheduled to vest as to 25% of the RSUs on November 20, 2025, and, beginning on February 20, 2026, the remaining 75% of the RSUs were scheduled to vest in equal quarterly installments on each quarterly vesting date (February 20, May 20, August 20, and November 20) during the following 3-year period, provided Mr. Lamba remained a service provider of the Company through the applicable vesting date. Mr. Lamba also received a grant of performance-based RSUs having an aggregate value of $5,000,000 (the “CFO Performance-Based Equity Grant”). The CFO Performance-Based Equity Grant was scheduled to vest as to 25% of the RSUs on February 20, 2026, and as to the remaining 75% of the RSUs in equal quarterly installments over a 3-year period, with all vesting contingent on the Company achieving performance-based metrics determined by the board of directors on or before the date of the Company’s release of its first quarter 2025 earnings, provided that if the board of directors did not establish such performance-based metrics on or prior to March 31, 2025, then the CFO Performance-Based Equity Grant would vest on the same 4-year vesting schedule, and subject to the same terms and conditions, as the CFO Initial Equity Grant. The value of the CFO Initial Equity Grant and the CFO Performance-Based Equity Grant each were converted into a number of RSUs based upon the average closing price of a share of the Company’s Class A common stock (as quoted on the New York Stock Exchange) during the first 15 consecutive calendar days of December 2024. Mr. Lamba also received a “Sign-On Bonus” in the form of RSUs and PSUs and having an aggregate value of $2,000,000, as follows: (i) RSUs having an aggregate value of $1,000,000 of which (A) $750,000 were scheduled to vest in equal installments of $187,500 on each of February 20, May 20, August 20, and November 20, 2025, and (B) $250,000 were scheduled to vest in equal installments of $62,500 on each of February 20, May 20, August 20, and November 20, 2026; and (ii) PSUs having an aggregate value of $1,000,000, of which (A) $750,000 were scheduled to vest on February 20, 2026, subject to and contingent upon achievement of the same performance-based metrics as the CFO Performance-Based Equity Grant, and (B) $250,000 were scheduled to vest on February 20, 2027, with all vesting subject to and contingent upon the Company achieving performance based metrics for the 2026 fiscal year as determined by the Board on or before the date of the Company’s release of quarterly earnings for the first quarter of 2026. The value of each installment of the Sign-On Bonus were converted into a number of RSUs based upon the average closing price of a share of the Company’s Class A common stock (as quoted on the New York Stock Exchange) during the first 15 consecutive calendar days of December 2024. In addition, each of these equity awards granted to our named executive officers in 2024 is subject to the vesting acceleration provisions in our Change of Control and Severance Policy, which is described in the “Post-Employment Compensation” section below. The grant date fair values of these equity awards are listed in the “Stock Awards” column of the Summary Compensation Table and in the Grants of Plan-Based Awards in 2024 table below. As discussed above, we also issued RSUs to our named executive officers under the KEEB in settlement of their incentive payments under the Bonus Plan for the last two quarters of 2024. These RSUs are listed in the Grants of Plan-Based Awards in 2024 table below.

  26. Post-Employment Compensation

    Post-Employment Compensation The Company’s Change of Control and Severance Policy (the “Severance Policy”) applies to our Section 16 officers as designated by the administrator of the Severance Policy from time to time. Each of our named executive officers that remain with us is a participant in the Severance Policy, and prior to their resignations, Ms. Parekh and Mr. Lamba were participants in the Severance Policy. We believe that this policy enables our named executive officers to maintain their focus and dedication to their responsibilities to help maximize stockholder value by minimizing distractions due to the possibility of an involuntary termination of employment or a termination of employment in connection with a potential change in control of the Company. We also believe that these arrangements furthered our interest in encouraging retention among our named executive officers. Pursuant to the Severance Policy, if the Company terminates a participant’s employment other than for cause, death or disability or the participant resigns for good reason on or within 3 months before or 12 months following a change of control (the change in control period), then, subject to the conditions described below, such participant may be eligible to receive the following severance benefits, less applicable tax withholdings, as applicable: •A salary severance payment of 12 months (or 18 months for Mr. Shmunis) of the participant’s applicable annual base salary. •For Mr. Shmunis only, a bonus severance payment equal to 150% of such participant’s annual target bonus. •100% of the participant’s outstanding equity awards will vest and, to the extent applicable, become immediately exercisable. •Payment or reimbursement of continued health coverage for the participant and the participant’s dependents under COBRA for 12 months (or 18 months for Mr. Shmunis). Further, under the Severance Policy, if we terminate a participant’s employment other than for cause, death or disability or such participant resigns for good reason at any time other than during the change in control period, then, subject to the conditions described below, such participant will be eligible to receive the following severance benefits, less applicable tax withholdings (the “Non-CIC Benefits”): •Continued payments totaling 12 months of the participant’s applicable annual base salary over a period of 12 months. •1 year of vesting of the participant’s outstanding equity awards. •Payment or reimbursement of continued health coverage for the participant and the participant’s dependents under COBRA for a period of up to 12 months. In October 2025, our compensation committee amended the Non-CIC Benefits under the Severance Policy as follows: •Continued payments at a rate equal to the participant’s applicable annual base salary for the Applicable Period. The “Applicable Period” means (i) three months if the participant’s employment period was less than one year, (ii) nine months if the participant’s employment period was greater than or equal to one year and less than three years, and (iii) twelve months if the participant’s employment period was greater than or equal to three years. •1 year of vesting of the participant’s outstanding time-based RSUs if the participant’s employment period was equal to or greater than one year. •Payment or reimbursement of continued health coverage for the participant and the participant’s dependents under COBRA for Applicable Period. Because all of the existing named executive officers have more than three years of employment, the changes did not affect the severance benefits to which they were entitled. To receive the severance benefits upon a qualifying termination, either in connection with or not in connection with a change of control, a participant must sign and not revoke the Company’s separation agreement and release of claims within the timeframe set forth in the Severance Policy and continue to adhere to the restrictive covenants in that release.

  27. Supplemental Offer Letters

    Supplemental Offer Letters Vaibhav Agarwal In connection with his appointment as Chief Financial Officer, Mr. Agarwal signed a supplemental offer letter that provides for the immediate grant of time-based restricted stock units that cover shares of the Company’s Class A common stock having an aggregate value of $2,000,000 (the “Equity Grant”). The Equity Grant will vest as follows: provided Mr. Agarwal remains a service provider of the Company through the applicable vesting date, one-quarter of the Equity Grant will vest on September 1, 2027 and, thereafter, one-eighth of the Equity Grant will vest in equal quarterly installments on each quarterly vesting date (first trading day on or after March 1, June 1, September 1 and December 1 of each year). The other material terms of Mr. Agarwal’s compensation remained unchanged.

  28. Equity Award Grant Policy

    Equity Award Grant Policy Our equity award grant policy formalizes our process for granting equity-based awards. Under our equity award grant policy, our board of directors or the compensation committee may grant equity awards at any time. In addition, our board of directors established a management equity grant committee consisting of our CEO, CFO, and President to grant compensatory equity awards to employees, except for our Section 16 officers. It is our policy to not time equity award grants in relation to the release of material non-public information.

  29. Tax Considerations

    Tax Considerations We have not provided any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for the CEO and certain of our current and former highly compensated executive officers. While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions.

  30. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers during fiscal 2024.

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Vladimir Shmunis Chief Executive Officer | 2024 | 376,367 (4) | — | 14,565,146 | 533,311 (5) | 16,272 | 15,491,096 | | | 2023 | 5,470 | — | 20,616,162 | 508,722 | 10,733 | 21,141,087 | | | 2022 | 5,470 | — | 19,288,954 | 517,280 | 373,493 | 20,185,197 | | Vaibhav Agarwal Chief Financial Officer | 2024 | 500,000 | — | 4,317,415 | 483,159 (6) | 8,532 | 5,309,106 | | | 2023 | 135,000 | — | 3,203,409 | 410,342 | 7,443 | 3,756,194 | | | 2022 | 135,000 | — | 11,102,334 | 360,414 | 576 | 11,598,324 | | John Marlow Chief Administrative Officer, Senior Vice President, Corporate Development, General Counsel and Secretary | 2024 | 450,000 | — | 4,091,861 | 482,766 (7) | 8,982 | 5,033,609 | | | 2023 | 60,000 | — | 9,339,843 | 457,844 | 6,188 | 9,863,875 | | | 2022 | 60,000 | — | 6,010,755 | 422,193 | 134,826 | 6,627,774 | | Sonalee Parekh Former Chief Financial Officer | 2024 | 346,795 | — | 4,548,283 | 266,875 (8) | 4,869 | 5,166,822 | | | 2023 | 60,000 | — | 10,620,399 | 508,728 | 7,583 | 11,196,710 | | | 2022 | 147,500 | — | 10,666,699 | 298,609 | 192,348 | 11,305,156 | | Abhey Lamba Former Chief Financial Officer | 2024 | 41,666 | — | 11,999,125 | 38,801 (9) | — | 12,079,592 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — |

  32. Summary Compensation Table

    (1)The amounts in the “Stock Awards” column represent the aggregate fair value of RSUs and PSUs granted in the applicable year and calculated in accordance with ASC Topic 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 12 to the Notes to our Consolidated Financial Statements for a discussion of assumptions made in determining the grant date fair value, included as Item 8 to our annual report on Form 10-K filed with the SEC for the calendar year ended December 31, 2024. (2)Amounts in this column represent (i) the aggregate fair value of RSUs granted under our Key Employee Equity Bonus Plan, in lieu of a cash bonus earned for each quarter of 2022, the first quarter and second quarters of 2023 and the third and fourth quarters of 2024, which is calculated in accordance with ASC Topic 718, and (ii) bonuses earned under our Bonus Plan for the third and fourth quarters of 2023 and the first and second quarters of 2024 that were paid in cash. The shares underlying these RSU awards were fully vested in the quarter following the quarter in which earned. (3)For each of Messrs. Shmunis and Marlow and Ms. Parekh, the amount reported in this column for 2024 represents the portion of the premium paid by the Company with respect to life insurance for the benefit of the named executive officer. For Mr. Agarwal, the amount reported in this column for 2024 represents (i) the portion of the premium paid by the Company with respect to life insurance for his benefit, which was $4,482, and (ii) the Company's matching contribution to the 401(k) plan in the amount of $4,050. (4)This amount represents the $376,367 of cash salary actually paid to Mr. Shmunis in 2024. In 2023, Mr. Shmunis received an award of 17,144 RSUs in lieu of payment in cash of $494,530 of his salary for the period from April 1, 2023 through March 31, 2024. (5)Consists of (i) 8,075 RSUs that were fully vested upon grant, 4,208 of which were granted in fiscal 2024 and 3,867 were granted in fiscal 2025, and (ii) $266,875 of bonuses earned under our Bonus Plan in fiscal 2024, which were paid in cash. (6)Consists of (i) 8,478 RSUs that were fully vested upon grant, 4,418 of which were granted in fiscal 2024 and 4,060 were granted in fiscal 2025, and (ii) $200,156 of bonuses earned under our Bonus Plan in fiscal 2024, which were paid in cash. (7)Consists of (i) 7,267 RSUs that were fully vested upon grant, 3,787 of which were granted in fiscal 2024 and 3,480 were granted in fiscal 2025, and (ii) $240,188 of bonuses earned under our Bonus Plan in fiscal 2024, which were paid in cash. (8)Consists of $266,875 of bonuses earned under our Bonus Plan in fiscal 2024, which were paid in cash. (9)Consists of 1,261 RSUs that were fully vested upon grant, 1,261 of which were granted in fiscal 2025.

  33. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth information regarding grants of awards made to our named executive officers during fiscal 2024. We did not grant any cash awards under our 2013 Plan during fiscal 2024.

  34. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Securities Underlying Restricted Stock Units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | Vladimir Shmunis | 5/19/2024 | 5/19/2024 | — | — | — | 183,880 | 6,788,850 | | | 5/19/2024 | 5/19/2024 | 80,294 (2) | 183,880 (3) | 367,760 (4) | — | 7,776,296 | | | 11/20/2024 | 11/15/2024 | — | — | — | 4,208 | 147,448 | | Vaibhav Agarwal | 5/19/2024 | 5/19/2024 | 19,299 (2) | 44,198 (3) | 88,396 (4) | — | 1,869,139 | | | 5/19/2024 | 5/19/2024 | — | — | — | 66,313 | 2,448,276 | | | 11/15/2024 | 11/15/2024 | — | — | — | 4,418 | 158,076 | | John Marlow | 5/19/2024 | 5/19/2024 | 18,298 (2) | 41,901 (3) | 83,802 (4) | — | 1,771,993 | | | 5/19/2024 | 5/19/2024 | — | — | — | 62,835 | 2,319,868 | | | 11/15/2024 | 11/15/2024 | — | — | — | 3,787 | 135,499 | | Sonalee Parekh | 5/19/2024 | 5/19/2024 | 20,345 (2) | 46,592 (3) | 93,184 (4) | — | 1,970,381 | | | 5/19/2024 | 5/19/2024 | — | — | — | 69,824 | 2,577,902 | | Abhey Lamba | 12/16/2024 | 12/13/2024 | — | 125,210 | — | — | 4,999,635 | | | 12/16/2024 | 12/13/2024 | | 25,042 | | — | 999,927 | | | 12/16/2024 | 12/13/2024 | — | | — | 125,210 | 4,999,635 | | | 12/16/2024 | 12/13/2024 | — | — | — | 25,042 | 999,927 |

  35. Grants of Plan-Based Awards in 2024

    (1)The amounts in the “Grant Date Fair Value of Stock Awards” column represent the grant date fair value of RSUs and PSUs granted in fiscal 2024 and calculated in accordance with ASC Topic 718. See Note 12 of the Notes to our Consolidated Financial Statements for a discussion of assumptions made in determining the grant date fair value, included as Item 8 to our annual report on Form 10-K filed with the SEC for the calendar year ended December 31, 2024. (2)For each PSU award, the PSUs are evenly allocated to three tranches. For the tranche that becomes eligible to vest based on the Company’s annualized exit monthly recurring subscriptions for 2024, the threshold number of PSUs is (i) 613 for Mr. Shmunis, (ii) 147 for Mr. Agarwal, (iii) 140 for Mr. Marlow, and (iv) 155 for Ms. Parekh. For the tranche that becomes eligible to vest based on the Company’s unlevered adjusted free cash flow margin for 2024, the threshold number of PSUs is (i) 49,034 for Mr. Shmunis, (ii) 11, 786 for Mr. Agarwal, (iii) 11,174 for Mr. Marlow, and (iv) 12,425 for Ms. Parekh. For the tranche that becomes eligible to vest based on TSR during the performance period relative to the TSRs of the indexed companies, the threshold number of PSUs is (i) 30,647 for Mr. Shmunis, (ii) 7,366 for Mr. Agarwal, (iii) 6,984 for Mr. Marlow, and (iv) 7,765 for Ms. Parekh. (3)For each tranche, the target number of PSUs is approximately (i) 61,293 for Mr. Shmunis, (ii) 14,733 for Mr. Agarwal, (iii) 13,967 for Mr. Marlow, and (iv) 15,531 for Ms. Parekh. (4)For each tranche, the maximum number of PSUs is approximately (i) 122,587 for Mr. Shmunis, (ii) 29,465 for Mr. Agarwal, (iii) 27,934 for Mr. Marlow, and (iv) 31,061 for Ms. Parekh.

  36. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information concerning equity awards held by our named executive officers at the end of fiscal 2024.

  37. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | | Name | Grant Date | Exercisable | Unexercisable | | | | | | Vladimir Shmunis | 5/1/2021 | — | — | — | — | 3,525 (2) | 123,410 | | | 4/1/2022 | — | — | — | — | 38,940 (3) | 1,363,289 | | | 5/19/2023 | — | — | — | — | 160,067 (4) | 5,603,946 | | | 5/19/2023 | — | — | — | — | 129,998 (5) | 4,551,230 | | | 5/19/2024 | — | — | — | — | 183,880 (6) | 6,437,639 | | | 5/19/2024 | — | — | — | — | 114,925 (7) | 4,023,524 | | Vaibhav Agarwal | 5/1/2021 | — | — | — | — | 882 (8) | 30,879 | | | 3/14/2022 | — | — | — | — | 17,307 (9) | 605,918 | | | 5/19/2023 | — | — | — | — | 22,235 (4) | 778,447 | | | 5/19/2023 | — | — | — | — | 24,375 (10) | 853,369 | | | 5/19/2024 | — | — | — | — | 44,198 (6) | 1,547,372 | | | 5/19/2024 | — | — | — | — | 49,735 (11) | 1,741,222 | | John Marlow | 5/1/2021 | — | — | — | — | 2,350 (12) | 82,274 | | | 3/14/2022 | — | — | — | — | 12,980 (13) | 454,430 | | | 5/19/2023 | — | — | — | — | 71,142 (4) | 2,490,681 | | | 5/19/2023 | — | — | — | — | 77,999 (14) | 2,730,745 | | | 5/19/2024 | — | — | — | — | 41,901 (6) | 1,466,954 | | | 5/19/2024 | — | — | — | — | 47,127 (15) | 1,649,916 | | Sonalee Parekh (16) | — | — | — | — | — | — | — | | Abhey Lamba | 12/16/2024 | — | — | — | — | 125,210 (17) | 4,383,602 | | | 12/16/2024 | — | — | — | — | 25,042 (18) | 876,720 | | | 12/16/2024 | — | — | — | — | 125,210 (19) | 4,383,602 | | | 12/16/2024 | — | — | — | — | 25,042 (20) | 876,720 |

  38. Outstanding Equity Awards at Fiscal Year-End

    (1)This amount reflects the fair value of our common stock of $35.01 per share as of December 31, 2024, multiplied by the amount shown in the column for Number of Shares or Units of Stock That Have Not Vested. (2)The shares underlying this RSU award vest, subject to Mr. Shmunis’s continued role as a service provider to us, in 16 equal quarterly installments commencing May 20, 2021. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (3)The shares underlying this RSU award vest, subject to Mr. Shmunis’s continued role as a service provider to us, as to 1/8 of the underlying shares on May 20, 2022 and as to 1/16 of the underlying shares each quarter thereafter. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (4)This reflects the number of PSUs granted to the named executive officer that became achieved PSUs based on the achievement of the performance goals. 1/3rd of the achieved PSUs vest on February 20, 2024 for Mr. Agarwal and February 21, 2024 for Messrs. Shmunis and Marlow, and 1/8th of the remaining achieved PSUs vest every three months afterwards, in each case, subject to the named executive officer’s continued service as of each vesting date. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (5)The shares underlying this RSU award vest, subject to Mr. Shmunis’s continued role as a service provider to us, in 12 equal quarterly installments commencing May 20, 2023. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (6)This reflects the number of PSUs granted to the named executive officer that became achieved PSUs based on the achievement of the performance goals. 1/2 of the achieved PSUs vest on February 20, 2024 for Mr. Agarwal and February 21, 2024 for Messrs. Shmunis and Marlow, and 1/8th of the remaining achieved PSUs vest every three months afterwards, in each case, subject to the named executive officer’s continued service as of each vesting date. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (7)The shares underlying this RSU award vest, subject to Mr. Shmunis’s continued role as a service provider to us, in 8 equal quarterly installments commencing May 20, 2024. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (8)The shares underlying this RSU award vest, subject to Mr. Agarwal’s continued role as a service provider to us, in 16 equal quarterly installments commencing May 20, 2021. 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances in connection with a change of control of the Company. (9)The shares underlying this RSU award vest, subject to Mr. Agarwal’s continued role as a service provider to us, with 1/8 vesting on May 20, 2022 and 1/16 vesting each quarter thereafter. 100% of these RSU awards are subject to accelerated vesting in the event of termination of employment under certain circumstances in connection with a change of control of the Company. (10)The shares underlying this RSU award vest, subject to Mr. Agarwal’s continued role as a service provider to us, in 16 equal quarterly installments commencing May 20, 2023. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (11)The shares underlying this RSU award vest, subject to Mr. Agarwal’s continued role as a service provider to us, in 12 equal quarterly installments commencing May 20, 2024. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (12)The shares underlying this RSU award vest, subject to Mr. Marlow’s continued role as a service provider to us, in 16 equal quarterly installments commencing May 20, 2021. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (13)The shares underlying this RSU award vest, subject to Mr. Marlow’s continued role as a service provider to us, as to 1/8 of the underlying shares on May 20, 2022 and as to 1/16 of the underlying shares each quarter thereafter. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (14)The shares underlying this RSU award vest, subject to Mr. Marlow’s continued role as a service provider to us, in 16 equal quarterly installments commencing May 20, 2023. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (15)The shares underlying this RSU award vest, subject to Mr. Marlow’s continued role as a service provider to us, in 12 equal quarterly installments commencing May 20, 2024. Under the Severance Policy, 100% of the shares underlying this RSU award are subject to accelerated vesting in the event of termination of employment under certain circumstances. (16)Ms. Parekh resigned from her position as Chief Financial Officer on September 10, 2024. In connection with her resignation, Ms. Parekh forfeited all of her then-unvested equity awards. (17)Prior to Mr. Lamba’s resignation, the shares underlying this performance-based RSU award were scheduled to vest, subject to Mr. Lamba’s continued role as a service provider to us, (i) if no metrics were set, 1/4th on November 20, 2025 and then 1/16 were scheduled to vest every three months afterwards, (ii) if metrics were set, 1/4th on February 20, 2026 and then 1/16 were scheduled to vest every three months afterwards. Under the Severance Policy, 100% of the shares underlying this RSU award were subject to accelerated vesting in the event of termination of employment under certain circumstances. All of Mr. Lamba’s unvested equity awards were cancelled as of August 5, 2025. (18)Prior to Mr. Lamba’s resignation, the shares underlying this performance-based RSU award were scheduled to vest, subject to Mr. Lamba’s continued role as a service provider to us, 75% on February 20, 2026 and 25% on February 20, 2027. Under the Severance Policy, 100% of the shares underlying this RSU award were subject to accelerated vesting in the event of termination of employment under certain circumstances. All of Mr. Lamba’s unvested equity awards were cancelled as of August 5, 2025. (19)Prior to Mr. Lamba’s resignation, the shares underlying this RSU award were scheduled to vest, subject to Mr. Lamba’s continued role as a service provider to us, 1/4th on November 20, 2025 and then 1/16 were scheduled to vest every three months afterwards. 100% of the shares underlying this RSU award were subject to accelerated vesting in the event of termination of employment under certain circumstances in connection with a change of control of the Company. All of Mr. Lamba’s unvested equity awards were cancelled as of August 5, 2025.

  39. Outstanding Equity Awards at Fiscal Year-End

    (20)Prior to Mr. Lamba’s resignation, the shares underlying this RSU award were scheduled vest, subject to Mr. Lamba’s continued role as a service provider to us, 75% in four equal installments (each such installment equal to 3/16th of the total number of RSUs) on each of February 20, May 20, August 20 and November 20, 2025; and 25% in 4 equal installments (each such installment equal to 1/16th of the total number of RSUs) on each of February 20, May 20, August 20 and November 20, 2026. 100% of the shares underlying this RSU award were subject to accelerated vesting in the event of termination of employment under certain circumstances in connection with a change of control of the Company. All of Mr. Lamba’s unvested equity awards were cancelled as of August 5, 2025.

  40. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth the number of shares of common stock acquired during fiscal 2024 by our named executive officers upon the exercise of stock options and the vesting of RSU awards and the value realized upon such exercise or vesting.

  41. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Securities Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Securities Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Vladimir Shmunis | — | — | 468,040 | 15,778,932 | | Vaibhav Agarwal | — | — | 94,605 | 3,210,441 | | John Marlow | — | — | 177,432 | 5,960,026 | | Sonalee Parekh | — | — | 163,362 | 5,403,229 | | Abhey Lamba | — | — | — | — |

  42. Option Exercises and Stock Vested in 2024

    (1)Reflects the aggregate number of shares of Class A common stock underlying the RSU awards that vested in fiscal 2024. (2)Calculated based by multiplying (i) the fair market value of Class A common stock on the vesting date, which was determined using the closing price on the NYSE of a share of Class A common stock on vesting date, by (ii) the number of shares of Class A common stock acquired upon vesting.

  43. Pension Benefits

    Pension Benefits Aside from our 401(k) plan, we do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

  44. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate.

  45. Potential Payments upon Termination and upon Termination in Connection with a Change of Control

    Potential Payments upon Termination and upon Termination in Connection with a Change of Control

  46. Potential Payments upon Termination Apart from a Change of Control

    Potential Payments upon Termination Apart from a Change of Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers that remained employed with us on December 31, 2024, pursuant to the Severance Policy, if (i) the named executive officer experiences a qualifying termination of his or her employment (as described in the “Executive Compensation─Compensation Discussion and Analysis─Post-Employment Compensation─Executive Employment Arrangements” section above), on December 31, 2024, and outside of the period beginning 3 months prior to and ending 12 months following a “change of control” (as defined in our Severance Policy) and (ii) such named executive officer signs and does not revoke a release agreement with us. The benefits consist of (i) 12 months of his or her base salary; (ii) reimbursement of his or her COBRA premiums for up to 12 months; and (iii) 1 year vesting of his or her outstanding equity awards in accordance with the Severance Policy.

  47. Potential Payments upon Termination Apart from a Change of Control

    | | Cash Severance ($)(1) | Value of Accelerated Equity Awards ($)(2) | Continuing Health Coverage ($)(3) | Total ($) | | Vladimir Shmunis | 500,000 | 18,462,559 | 34,708 | 18,997,267 | | Vaibhav Agarwal | 500,000 | 3,766,586 | 33,910 | 4,300,496 | | John Marlow | 450,000 | 5,759,740 | 33,910 | 6,243,650 | | Sonalee Parekh (4) | — | — | — | — | | Abhey Lamba | 500,000 | 2,849,359 | 29,294 | 3,378,653 |

  48. Potential Payments upon Termination Apart from a Change of Control

    (1)Represents the portion of each named executive officer’s 2024 base salary to be paid to such named executive officer upon a termination apart from a change of control. (2)For each named executive officer, the estimated value of accelerated equity awards was calculated by multiplying (x) the amount of unvested RSUs subject to acceleration held by the applicable named executive officer and (y) the closing price of our Class A Common Stock on December 31, 2024 (which was $35.01). (3)Represents the value of all monthly COBRA premium payments to be paid to such named executive officer upon a termination apart from a change of control. (4)Ms. Parekh resigned from her position as Chief Financial Officer on September 10, 2024.

  49. Potential Payments upon Termination in Connection with a Change of Control

    Potential Payments upon Termination in Connection with a Change of Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers that remained employed with us on December 31, 2024, pursuant to the Severance Policy, if (i) the named executive officer experiences a qualifying termination of his or her employment (as described in the “Executive Employment Arrangements” and “Other Change in Control Provisions” subsections of the “Executive Compensation─Compensation Discussion and Analysis─Post-Employment Compensation” section above) on December 31, 2024, and within the period beginning 3 months prior to or 12 months following a “change of control” (as defined in our Severance Policy) and (ii) such named executive officer signs and does not revoke a release agreement with us.

  50. Potential Payments upon Termination in Connection with a Change of Control

    | | Cash Severance ($)(1) | Value of Accelerated Equity Awards ($)(2) | Continuing Health Coverage ($)(3) | Total ($) | | Vladimir Shmunis (4) | 1,500,000 | 22,103,038 | 52,062 | 23,655,100 | | Vaibhav Agarwal (5) | 500,000 | 5,557,207 | 33,910 | 6,091,117 | | John Marlow (6) | 450,000 | 8,875,000 | 33,910 | 9,358,910 | | Sonalee Parekh (7) | — | — | — | — | | Abhey Lamba (8) | 500,000 | 10,520,645 | 29,294 | 11,049,939 |

  51. Potential Payments upon Termination in Connection with a Change of Control

    (1)Represents the portion of each named executive officer’s (a) base salary and (b) 2024 target bonus, as applicable to be paid to such named executive officer upon a termination in connection with a change of control. (2) For each named executive officer, the estimated value of accelerated equity awards was calculated by multiplying (x) the amount of unvested RSUs subject to acceleration held by the applicable named executive officer and (y) the closing price of our Class A Common Stock on December 31, 2024 (which was $35.01). (3) Represents the value of all monthly COBRA premium payments to be paid to such named executive officer upon a termination in connection with a change of control. (4) Mr. Shmunis will receive (i) 18 months of his base salary plus 150% his 2024 target bonus, (ii) 100% acceleration of his outstanding equity awards (which to the extent applicable, will become immediately exercisable) and (iii) reimbursement of his COBRA premiums for up to 18 months, in accordance with the Severance Policy. (5) Mr. Agarwal will receive (i) 12 months of his base salary, (ii) 100% acceleration of his outstanding equity awards (which to the extent applicable, will become immediately exercisable) and (iii) reimbursement of his COBRA premiums for up to 12 months, in accordance with the Severance Policy. (6) Mr. Marlow will receive (i) 12 months of his base salary, (ii) 100% acceleration of his outstanding equity awards (which to the extent applicable, will become immediately exercisable) and (iii) reimbursement of his COBRA premiums for up to 12 months, in accordance with the Severance Policy. (7) Ms. Parekh resigned from her position as Chief Financial Officer on September 10, 2024. (8) Mr. Lamba was eligible to receive (i) 12 months of his base salary, (ii) 100% acceleration of his outstanding equity awards (which to the extent applicable, would have become immediately exercisable) and (iii) reimbursement of his COBRA premiums for up to 12 months, in accordance with the Severance Policy.

  52. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of Mr. Shmunis, our Chief Executive Officer, and the total annual compensation of our median employee (other than Mr. Shmunis). For our last completed fiscal year, which ended December 31, 2024: •The median of the total annual compensation of all employees (other than Mr. Shmunis) of ours (including our consolidated subsidiaries) was $107,639. •Mr. Shmunis’s total annual compensation, as reported in the Summary Compensation Table included in this proxy statement, was $15,491,096. •Based on the above, for fiscal 2024, the ratio of Mr. Shmunis’s total annual compensation to the median of the total annual compensation of all employees was 143.9 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. The methodology we used to calculate the pay ratio is described below. •We determined the median of the total annual compensation of all of our employees as of December 31, 2024. As of December 31, 2024, we (including our consolidated subsidiaries) had approximately 4,255 full-time, part-time and temporary employees, approximately 2,038 out of the 4,255 (or approximately 48%) are U.S. employees, and approximately 2,217 out of the 4,255 (or approximately 52%) are located outside of the United States. •We then compared the sum of (i) the total annual cash compensation earned by each of these employees for fiscal 2024 as reflected in our payroll records plus (ii) the fair value of equity awards (as determined in accordance with footnote 1 of the fiscal Summary Compensation Table) granted to these employees in fiscal 2024, to determine the median employee, without annualizing the compensation of any employees who started their employment with us in fiscal 2024 but did not work for us or our consolidated subsidiaries for the entire year. Compensation paid in foreign currency was converted to U.S. dollars using currency conversion ratios in effect as of January 1, 2025. In determining the median total compensation of all of these employees, we did not make any cost of living adjustments to the wages paid to any employee outside of the U.S. •Once we identified our median employee, we estimated the median employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. With respect to Mr. Shmunis’s total annual compensation, we used the amount reported in the “Total” column of our fiscal Summary Compensation Table included in this proxy statement.

  53. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following: (1) tabular compensation and performance disclosure for our fiscal years 2020, 2021, 2022, 2023, and 2024; (2) a list of performance measures that the Company considers to be its most important measures used to align compensation actually paid to the named executive officers in 2024 to Company performance; and (3) additional disclosure relative to the relationship between the “Compensation Actually Paid” set forth in the Pay Versus Performance Table and each of the financial measures set forth in the Pay Versus Performance Table and between the Company’s and the Peer Group TSR, in each case over fiscal years 2020, 2021, 2022, 2023, and 2024. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, please refer to the “Compensation Discussion and Analysis.”

  54. Pay Versus Performance Disclosure

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for Current PEO (2) | Compensation Actually Paid to Current PEO (3) | Summary Compensation Table Total for Former PEO (2) | Compensation Actually Paid to Former PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (4) | RingCentral Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Loss (thousands) | Company- Selected Measure: Revenue (thousands) (7) | | 2024 | $15,491,096 | $14,084,747 | $— | $— | $6,897,282 | $3,180,671 | $21 | $301 | $(58,288) | $2,400,395 | | 2023 | $21,141,087 | $24,173,595 | $38,084,317 | $12,436,082 | $13,609,967 | $10,987,583 | $20 | $221 | $(165,240) | $2,202,429 | | 2022 | $20,185,197 | $(7,839,699) | $— | $— | $12,722,121 | $4,141,713 | $21 | $133 | $(879,166) | $1,988,330 | | 2021 | $19,221,811 | $(6,373,237) | $— | $— | $24,461,378 | $(4,012,450) | $111 | $207 | $(376,250) | $1,594,754 | | 2020 | $19,059,431 | $61,476,737 | $— | $— | $9,846,112 | $25,937,641 | $225 | $150 | $(82,996) | $1,183,657 |

  55. Pay Versus Performance Disclosure

    (1)Vladimir Shmunis served as the Company’s Principal Executive Officer (our “Current PEO”) for the entirety of fiscal 2020, 2021, and 2022. During fiscal 2023, from August 28, 2023 through December 7, 2023, Mr. Robbiati (our “Former PEO”) served as our CEO and Mr. Shmunis was solely our Executive Chairman. Effective as of December 8, 2023, Mr. Shmunis succeeded Mr. Robbiati as CEO. The Company’s other named executive officers (the “Reported NEOs”) for the applicable years were as follows: – 2024: Vaibhav Agarwal, John Marlow, Sonalee Parekh, Abhey Lamba – 2023: Mo Katibeh, Sonalee Parekh, and John Marlow – 2022: Mo Katibeh, Sonalee Parekh, John Marlow, and Vaibhav Agarwal – 2021: Anand Eswaran, Mitesh Dhruv, John Marlow, and Praful Shah – 2020: Anand Eswaran, Mitesh Dhruv, John Marlow, and Praful Shah (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our Current and Former PEOs and (ii) the average of the total compensation reported in the Summary Compensation Table for the Reported NEOs in the indicated year for such years. (3)Amounts reported in these columns represent the compensation actually paid to our Current PEO and Former PEO in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years. For fiscal 2024, the adjustments made to total compensation to calculate compensation actually paid are shown in the tables below:

  56. Pay Versus Performance Disclosure

    | PEO | | | | | | 2024 | | | Summary Compensation Table - Total Compensation | $15,491,096 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(14,565,146) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $10,433,496 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $352,484 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $2,578,342 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(205,525) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | = | Compensation Actually Paid | $14,084,747 |

  57. Pay Versus Performance Disclosure

    Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (4)Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year. For fiscal 2024, the adjustments made to total compensation to calculate compensation actually paid are shown in the table below:

  58. Pay Versus Performance Disclosure

    | Reported NEO Average | | | | | | 2024 | | | Summary Compensation Table - Total Compensation | $6,897,282 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $(6,239,171) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $4,228,292 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $60,756 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $460,812 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(70,389) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(2,156,911) | | = | Compensation Actually Paid | $3,180,671 |

  59. Pay Versus Performance Disclosure

    Please see footnote 1 for the Reported NEOs included in the average for fiscal 2024. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (5)Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on December 31, 2019, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. (6)The TSR Peer Group is the NASDAQ Computer Index, an independently prepared index that includes companies in Technology excluding Telecommunications Equipment, which is the peer group we used for the stock performance graph required by Item 201(e) of Regulation S-K included in our annual report for the year ended December 31, 2024, filed with the SEC on February 26, 2025. This calculation assumes that $100 was invested in this index on December 31, 2019 (aligned with the period used in footnote #5 above). (7)“Revenues” means the Company’s net revenues generated from third parties, including both subscriptions revenues and other revenues, each as defined in the Form 10-K filed for the calendar year ended December 31, 2024, as amended. Net revenue is defined as gross sales less any pertinent discounts, refunds, or other contra-revenue amounts, as presented on the Company’s press release reporting the applicable quarterly financial results. The charts below graphically demonstrate the relationship between compensation actually paid and the listed performance measures and between the Company’s total shareholder return and the peer group’s total shareholder return.