DEF 14A of Groupon, Inc., Apr 28, 2025

DEF 14A of Groupon, Inc.

Filed Apr 28, 2025 · FY20240001490281-25-000010

Open on EDGAR

  1. Board of Directors

    Board of Directors •Four of our five current directors are independent •Directors have diverse experience, including e-commerce and technology, marketing and advertising, investment, finance and accounting, M&A, international and public company service •Independent directors meet regularly without management present •Audit, Compensation and Nominating Committees are comprised entirely of independent directors •Director stock ownership and holding guidelines •In October 2021, we amended our Corporate Governance Guidelines to implement a “Rooney Rule” policy with respect to new director searches

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Board of Directors Biographies The Board is nominating five nominees for election. Information about the professional backgrounds, qualifications and other board memberships of our nominees is set forth below.

  3. BOARD OF DIRECTORS

    | Theodore Leonsis Age 69 Chairman of the Board Independent Director Chair, Nominating Committee Member, Audit Committee | Experience •Groupon Director (2009-present); Chairman of the Board (2020-present); Lead Independent Director (2015-2019); Chairman of the Board (2013-2015); Office of the Chief Executive (2013); Vice Chairman (2011-2013) •Chairman and Chief Executive Officer of Monumental Sports & Entertainment, LLC, a sports and entertainment company that owns the NBA’s Washington Wizards, the NHL’s Washington Capitals, the WNBA’s Washington Mystics and the Capital One Arena in Washington, D.C. (2009-present) •Mr. Leonsis served as Vice Chairman Emeritus at AOL, LLC (2006-Present), and served in a number of executive positions including Vice Chairman and President, AOL Audience Business (1994-2006) •Co-founder and partner, Revolution Growth Fund II, Revolution Growth Fund III, Revolution Growth Fund IV, and Revolution Growth Fund V private investment firms (2011-Present) •Director and Chairman of the Nominating and Corporate Governance Committee for Tempus AI, Inc. (NASDAQ: TEM) (2024-Present) •Director, American Express Co. (NYSE: AXP) (2010-Present) •Director of several private internet and technology companies and charitable organizations Skills & Qualifications •Technology / E-commerce •Marketing / Advertising •International •Audit / Finance Mr. Leonsis brings to the Board in-depth experience in digital businesses and innovative approaches, as well as expertise in identifying business opportunities and driving new strategies based on changing technologies, social media and the Internet. |

  4. BOARD OF DIRECTORS

    | Dusan Senkypl Age 49 Director and Chief Executive Officer | Experience •Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022); Chief Executive Officer (“CEO”) (May 2024-present); Interim CEO (March 2023 - May 2024) •Partner of Pale Fire Capital SE (“PFC”), the Company’s largest stockholder, and a private equity investment group that invests in e-commerce companies both in Europe and worldwide, since January 2017, where he also served as a director from November 2019 to April 2021, and has served as chairman of the board of directors (April 2021-present) •Director at Aukro s.r.o., the largest Czech online marketplace (2019-present) •Director and chairman of the board of directors at Rouvy, SE, a global indoor cycling app competing with Zwift Inc. (2021-present) •Founder and chief executive officer of NetBrokers Holding (“NBH”), which became the largest insurance and finance marketplace in the Czech Republic and Slovakia (2014-2018) •Co-founder, chief executive officer and director, ePojisteni.cz, an insurance technology company (2009-2019) Skills & Qualifications •Technology / E-commerce •International •Public Investment / Portfolio Management Mr. Senkypl brings to the Board significant e-commerce leadership experience gained from leadership positions at several e-commerce, Internet and technology companies. | | Jan Barta Age 39 Independent Director Member, Nominating Committee | Experience •Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022) •Partner of PFC (January 2017-present), where he also serves as Chairman of the Supervisory Board •Partner in Epojisteni.cz, an insurance technology company (2010-2018) •Partner in NBH, a financial technology company (2014-2018) Skills & Qualifications •Technology / E-commerce •International •Public Investment / Portfolio Management Mr. Barta brings to the Board significant knowledge of e-commerce and technology companies as a result of managing investments and advising on strategy for many technology companies. |

  5. BOARD OF DIRECTORS

    | Robert Bass Age 75 Independent Director Chair, Audit Committee Member, Compensation Committee | Experience •Groupon Director and Audit Committee Member (2012-present), including serving as Audit Committee Chair (2013-Present) and a Compensation Committee member (2016-Present) •Deloitte, a global firm providing audit, consulting, tax and advisory services; Vice Chairman (2006-2012); Partner (1982-2012); specializing in e-commerce, mergers and acquisitions, SEC filings and related issues •Director and chairman of the audit committee of Redfin Corporation (NASDAQ: RDFN) (2016-Present) •Trustee and chairman of the audit committee and member of the nominating committee of Blackstone Secured Lending Fund •Director and chairman of the audit committee of Lucky Strike Entertainment Corp. (NYSE: LUCK) (2021-Present) (formerly known as Bowlero Corp.) •Former Director and chairman of the risk and audit committee, Sims Metal Management (ASX: SGM.AX) (2013-2018) •Former director and chairman of the audit committee of NewPage Corporation (2013-2014) Other •Certified public accountant licensed in New York and Connecticut •Member of the American Institute of Certified Public Accountants and the Connecticut State Society of Certified Public Accountants Skills & Qualifications •Technology / E-commerce •International •Audit / Finance Mr. Bass brings to the Board a wealth of experience and knowledge of public company financial reporting and accounting, including with respect to companies in the e-commerce sector, and his experience at the highest levels of a Big Four accounting firm is an invaluable resource to the Board in its oversight of the Company’s financial statements and SEC filings. | | Jason Harinstein Age 49 Independent Director Chair, Compensation Committee Member, Audit Committee | Experience •Groupon Director (July 2023-Present) •Chief Financial Officer of Collectors, Inc., a provider of grading, authentication, information and liquidity services to the collectibles industry (2021-Present) •Director of Funko, Inc. (NASDAQ: FNKO) (2024-Present) •Groupon SVP of Corporate Development and Strategy (2011-2017) •Chief Financial Officer of Flatiron Health, a healthcare technology company (2017 to 2021) •Director of Corporate Development at Google (2005-2011) Skills & Qualifications •Technology / E-commerce •International •Audit / Finance Mr. Harinstein brings to the Board a deep understanding of Groupon’s unique offering coupled with broad marketplace and corporate experience, which further strengthens the diverse set of skills and experiences represented on the Board. |

  6. BOARD OF DIRECTORS

    Director Nominee Qualifications and Experience The chart below identifies certain skills and qualifications our director nominees bring to the Board, based on areas we believe are important to our success. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide effective oversight and strategic advice to our management. We believe the categories of skills and qualifications highlighted below are particularly relevant to the oversight of our global e-commerce business. We review the categories of skills and qualifications annually. The skills and qualifications of our individual directors are described in greater detail above. Skills & Experience

  7. BOARD OF DIRECTORS

    | Audit / Finance | ■■■ | | Public Investment / Portfolio Management | ■■ | | International | ■■■■■ | | Marketing / Advertising | ■ | | Technology / E-Commerce | ■■■■■ |

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We believe it is essential for our long-term success to attract highly talented candidates for our Board. Commensurate with this philosophy, we offer an annual cash and equity compensation program for our non-employee directors under our Non-Employee Directors’ Compensation Plan (a sub-plan of the 2011 Incentive Plan) (the “Director Compensation Plan”). The compensation of our non-employee directors is reviewed regularly by the Board upon recommendation from the Compensation Committee. Details of the Director Compensation Plan for the fiscal year ended December 31, 2024 are provided below, which did not change as compared to the Director Compensation Plan for the fiscal year ended December 31, 2023. Components of Director Compensation The following table provides a summary of the components of the Director Compensation Plan in effect for fiscal year 2024:

  9. DIRECTOR COMPENSATION

    | Position | Cash Retainer ($) | RSU Award ($) | Total ($) | | Board Member | 75,000 | 175,000 | 250,000 | | Non-Executive Board Chair | 16,667 | 33,333 | 50,000 | | Audit Chair | 13,333 | 26,667 | 40,000 | | Audit Member (non-chair) | 10,000 | — | 10,000 | | Compensation Chair | 6,667 | 13,333 | 20,000 | | Compensation Member (non-chair) | 5,000 | — | 5,000 | | Nominating & Governance Chair | 5,000 | 10,000 | 15,000 | | Nominating & Governance Member (non-chair) | 5,000 | — | 5,000 |

  10. DIRECTOR COMPENSATION

    Cash retainers are paid quarterly, and under the Director Compensation Plan, each non-employee director can elect to defer 100% of the annual cash retainer and 100% of the additional annual committee chair or member cash retainer into an award of deferred stock units. The number of deferred stock units to be awarded is determined by dividing the amount of the cash retainer to be exchanged by the fair market value of a share of common stock as of the date on which the cash retainer would otherwise have been paid. Deferred stock units are fully vested upon issuance and will be distributed following a non-employee director’s separation from service. Distributions are made in a single distribution in the form of shares. Each non-employee director receives an annual grant of restricted stock units (“RSUs”) on the date of our annual meeting of stockholders, which vests 100% on the first anniversary of the annual meeting of the stockholders as long as the non-employee director remains on the Board on the vesting date (or earlier in the event of the non-employee director’s separation due to death, disability or retirement or in the event of a change in control). The number of RSUs granted is determined by dividing the dollar amount of the grant by the fair market value of a share of our common stock on the date of grant. A non-employee director may elect to defer receipt of vested RSUs until his or her separation from service. In the event a newly-elected or appointed non-employee director becomes an eligible participant under the Director Compensation Plan following the date of the annual meeting of stockholders but during the same calendar year as the annual meeting of stockholders, the Board may, in its sole discretion, grant such non-employee director a pro-rated RSU award with respect to his or her service during the remainder of the year. The Company also pays or reimburses non-employee directors for reasonable travel, lodging and related expenses in connection with their attendance at Board, Committee or Company business meetings. 2024 Director Compensation The following table sets forth the actual compensation paid to non-employee directors under the Director Compensation Plan for the fiscal year ended December 31, 2024.

  11. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert Bass(3) | 93,333 | 201,637 | 294,970 | | Jan Barta(4) | — | — | — | | Jason Harinstein(3) | 91,667 | 188,320 | 279,987 | | Ted Leonsis(3) | 106,667 | 218,291 | 324,958 |

  12. DIRECTOR COMPENSATION

    (1)This column represents the amount of cash compensation earned in 2024 for Board and committee service. None of the non-employee directors elected to defer their cash compensation earned in 2024 into deferred stock units under the Director Compensation Plan. Mr. Senkypl is not included in this table as he is an employee of Groupon and thus received no compensation for his services as a director. For information on the compensation received by Mr. Senkypl as an employee of the Company see the Compensation Discussion & Analysis. (2)Amounts disclosed in this column relate to the following June 12, 2024 grants of RSUs made under our Director Compensation Plan: 12,325 RSUs to Mr. Bass, 11,511 RSUs to Mr. Harinstein, and 13,343 RSUs to Mr. Leonsis. 100% of the RSUs will vest on June 12, 2025. With respect to each RSU grant, the amounts disclosed generally reflect the grant date fair value computed in accordance with FASB ASC Topic 718 ("ASC 718"), and do not reflect amounts actually paid to, or realized by, each director in 2024. For additional information, see Note 11 to the Company’s audited consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025. As of December 31, 2024, each non-employee director had the following aggregate number of stock awards outstanding:

  13. DIRECTOR COMPENSATION

    | Name | Number of Outstanding RSUs | | Robert Bass | 12,325 | | Jan Barta | — | | Jason Harinstein | 11,511 | | Ted Leonsis | 13,343 |

  14. DIRECTOR COMPENSATION

    (3)Mr. Barta elected to forego director compensation in 2024. Director Stock Ownership Guidelines and Stock Holding Requirements We maintain stock ownership guidelines that require each non-employee director to beneficially own Company common stock, as follows:

  15. DIRECTOR COMPENSATION

    | Ownership and Holding Guidelines | Measurement Requirements | 2024 Compliance | | • Common stock with a value of at least 3X the director’s annual cash retainer • Meet ownership requirement by the later of April 1, 2021, or 5 years after initial election • A director must retain 50% of net shares acquired upon the vesting of equity awards until the director meets the ownership requirements | The following shares count towards compliance: • Shares owned outright and beneficially • Shares equal to the number of deferred stock units credited under our Director Compensation Plan • Unvested RSUs | • All directors were in compliance or on track to comply with the guidelines as of December 31, 2024 • Compliance is measured annually as of December 31st |

  16. What We Don’t Do

    In carrying out its responsibilities, the Compensation Committee determines the amounts and allocates the mix of compensation between base salary, target annual performance-based bonus opportunities and long-term incentive compensation for our Named Executive Officers. The Compensation Committee also selects the performance measures and establishes the target levels for our performance-based bonuses. In 2024, the Compensation Committee continued to focus on selecting appropriate measures and establishing meaningful performance baselines for these awards in light of our management transitions, our overall business performance, our ongoing restructuring actions and unpredictable impacts of the macroeconomic environment on our business. The Compensation Committee also sought to balance maintaining stability with continuing to execute against our strategy for recovery and future growth in order to drive long-term stockholder value creation. The Compensation Committee also designs, approves, and oversees our 2011 Incentive Plan, grants all equity awards to our Named Executive Officers and has the authority to grant equity awards to other eligible employees in accordance with the terms of the 2011 Incentive Plan. The Compensation Committee reviews our compensation recovery policy, post-employment compensation arrangements, other executive benefits, and, if applicable, retirement benefits and perquisites from time to time. In addition, the Compensation Committee reviews and evaluates the risks associated with our compensation philosophy and executive compensation program as discussed under “Compensation Risk Assessment” below. Further, the Compensation Committee is responsible for reviewing, discussing, and approving the Compensation Discussion and Analysis and the accompanying Compensation Committee Report for inclusion in the annual proxy statement that we file with the SEC. To promote independent decision-making on executive compensation matters, the Compensation Committee regularly meets in executive session without management present, often with the participation of its compensation consultant. The Compensation Committee regularly assesses the effectiveness of our executive compensation program in driving performance, and uses stockholder feedback, competitive market data, applicable regulatory requirements and external trends to inform its decision-making.

  17. Compensation-Setting Process

    Compensation-Setting Process The Compensation Committee has historically reviewed our executive compensation program and the elements of compensation of our Named Executive Officers on an annual basis, usually in the first quarter of the year. The Compensation Committee also will consider adjustments to the compensation of our Named Executive Officers at other times during the year if a change in the scope of an executive officer’s role and responsibilities or other developments or circumstances warrant such consideration. The Compensation Committee engages the services of a compensation consultant and considers the analysis and advice of its compensation consultant in discharging its responsibilities. Representatives of the compensation consultant attend Compensation Committee meetings and have direct access to Compensation Committee members. In determining the amount of each element of compensation and the target total direct compensation of our Named Executive Officers, the Compensation Committee does not use a single method or measure in arriving at its decisions. In making decisions about the compensation of our Named Executive Officers, the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including, without limitation, the following: •Our executive compensation program objectives; •Our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board; •The impact of any unique circumstances, challenges or developments affecting the Company; •An individual Named Executive Officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group; •The scope of a Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group; •The performance of an individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; •The potential of an individual Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives; •The proposed compensation packages of our other Named Executive Officers (internal pay equity); •The compensation practices of our compensation peer group; and •The recommendations of our CEO with respect to the compensation of our other Named Executive Officers. These factors provide the framework for compensation decision-making and final decisions regarding the target total direct compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. Role of Management The Compensation Committee generally seeks input from our CEO and senior members of our Human Resources department when evaluating the performance and compensation of our Named Executive Officers, as well as during the process of negotiating compensation packages with new senior executive hires. The Compensation Committee gives considerable weight to our CEO’s evaluation of our other Named Executive Officers because of his direct knowledge of each individual’s performance and contributions. The Compensation Committee solicits and reviews our CEO’s recommendations and proposals with respect to adjustments to target total cash compensation, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and considers them as one factor in determining the compensation for our Named Executive Officers. Our CFO and Chief Accounting Officer also work with senior members of our Human Resources department to advise the Compensation Committee with regard to the financial and accounting implications of our compensation programs and hiring decisions. None of our Named Executive Officers participates in or is present during Compensation Committee deliberations relating to his or her own compensation. Further, in accordance with Nasdaq listing standards, the CEO does not vote on nor is he present when his own compensation is discussed or approved. Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it in discharging its responsibilities. This compensation consultant, who reports directly to the Compensation Committee, provides competitive market data, analysis, and other resources to help execute our overall executive compensation strategy. The Compensation Committee directs the compensation consultant to work with the appropriate members of management to obtain information necessary to prepare its analysis of our executive compensation program and evaluate our CEO’s recommendations. The compensation consultant also meets with the Compensation Committee during its regular meetings and in executive session, where no members of management are present, and can meet with the Compensation Committee chair and other members of the committee outside of regular meetings. The Compensation Committee has the sole power to hire, terminate or replace the compensation consultant at any time and periodically reviews its relationship with the compensation consultant. For 2024, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), as its compensation consultant to advise on executive compensation matters and provide data and an analysis of competitive market pay practices for our CEO and CFO as part of our hiring process. Although we may retain the Compensation Committee’s compensation consultant for discrete projects from time to time, Compensia did not provide any other material services to the Company (separate from consulting advice provided to the Compensation Committee) in 2024. The Compensation Committee has a policy for compensation consultant independence under which any compensation consultant retained by the committee must be independent of the Company and management. The Compensation Committee reviewed the independence of Compensia in light of this policy, SEC rules, and the applicable Nasdaq listing standards regarding compensation consultants and has concluded that Compensia’s work for the committee did not raise any conflict of interest and that Compensia was able to provide the Compensation Committee with independent advice. Use of Competitive Market Data As part of its compensation setting process, the Compensation Committee, with the assistance of its compensation consultant, regularly reviews and updates our compensation peer group and other compensation data to ensure that it remains appropriate for review and comparison purposes.

  18. Compensation-Setting Process

    | Type of Compensation | Compensation Element | Objective | | Fixed | Base Salary | Provide competitive level of fixed compensation. Attract and retain key executive talent. | | Variable Compensation (Performance-Based and All At-Risk) | Performance-Based Bonus | Motivate and reward executives for achieving annual Company financial objectives. Promote retention. | | Variable Compensation (At-Risk Component) | Performance-Based PSU Awards | Directly align interests of executives with long-term stockholder value creation and promotes retention, especially with respect to PSU awards that require significant stock price appreciation to vest. |

  19. 2024 Performance-Based Bonus

    2024 Performance-Based Bonus In 2024, all our NEOs were eligible to participate in a bonus program. Messrs. Senkypl and Ponrt were eligible for annual bonuses subject to company performance (details in "Corporate Performance Measures" below). The Compensation Committee can exercise downward discretion on individual payouts with respect to individual Named Executive Officer performance based on a recommendation from our CEO (other than with respect to his own performance-based bonus payout, if applicable). The Compensation Committee did not exercise such discretion for 2024.

  20. 2024 Performance-Based Target Bonus Opportunities

    2024 Performance-Based Target Bonus Opportunities In April 2024, the Compensation Committee approved new annual target bonus opportunities for Messrs. Senkypl and Ponrt for 2024 after taking into consideration a competitive market analysis of the relevant compensation data for their positions prepared by its compensation consultant, its assessment of competitive market conditions, their performance-based bonus targets and total target annual cash compensation relative to other executives, the fact that Mr. Senkypl and Mr. Ponrt were to receive new PSU awards and the factors described in “Governance of Executive Compensation Program - Role of Compensation Committee - Compensation-Setting Process” above. Messrs. Senkypl and Ponrt were eligible for the below 2024 annual target cash bonuses:

  21. 2024 Performance-Based Target Bonus Opportunities

    | Named Executive Officer | 2024 Target ($) | 2024 Bonus Target (As a % of Base Salary) | | Dusan Senkypl | 150,000 | 100% | | Jiri Ponrt | 150,000 | 33% |

  22. 2024 Performance-Based Target Bonus Opportunities

    Under the bonus program, the bonus payout is determined by the level of total corporate performance achieved, with linear-interpolation being used to determine the bonus payout if total corporate performance falls between two levels:

  23. 2024 Performance-Based Target Bonus Opportunities

    | Performance Level | Bonus Payout | | At or below threshold | 0% of Target Bonus | | Mid-Target | 50% of Target Bonus | | Target | 100% of Target Bonus | | At or above maximum | 150% of Target Bonus |

  24. Corporate Performance Measures

    Corporate Performance Measures In April 2024, the Compensation Committee selected Adjusted EBITDA1 (weighted 50%) and Revenue (weighted 50%) as the corporate performance measures for purposes of the 2024 Annual Bonus Plan: •“Adjusted EBITDA” is a non-GAAP financial measure that we define as net income (loss) excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. •“Revenue” is earned through transactions which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue from those transactions is reported on a net basis as the purchase price collected from the customer for the offering less an agreed upon portion of the purchase price paid to the third-party merchant. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties. Adjusted EBITDA is a key measure used by our management and Board to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. See “Appendix A” for a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, “Net income (loss)”. 1 Adjusted EBITDA is a non-GAAP financial measure. We use Revenue to evaluate our business because it is a key driver of stockholder value creation and because it incentivizes our executives to maximize our top line growth. The Compensation Committee established threshold, mid-target, target and maximum performance levels for the measures of Adjusted EBITDA ($80 million, $90 million, $102.5 million and $120 million, respectively) and Revenue ($489 million, $502 million, $515.1 million and $540 million, respectively), which were aligned with the Company’s 2024 financial plan. In determining whether a performance level had been satisfied, the Compensation Committee, in its discretion, could exclude the impact of (i) special charges or credits relating to a divestiture, spin off, merger, acquisition or other business combination transaction, (ii) unforeseen, unusual or non-recurring charges or credits relating to the execution of the Company’s operating plan, including, without limitation, facilities exit costs, severance and contract termination costs which may not be included in any restructuring plan, and (iii) unforeseen, unusual or non-recurring events that significantly impact the Company’s business and operations.

  25. 2024 Performance-Based Bonus Results

    2024 Performance-Based Bonus Results For 2024, we achieved Adjusted EBITDA of $69.3 million and Revenue of $492.6 million, resulting in a total bonus payout of 6.92% of target for Messrs. Senkypl and Ponrt. in alignment with the other bonus-eligible executives. This resulted in an overall bonus payment of $10,388 for each of Messrs. Senkypl and Ponrt. See “Appendix A” for a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, “Net income (loss).” Equity Awards Our long-term incentive compensation program is designed to align the interests of our Named Executive Officers with the interests of our stockholders, promote the achievement of our financial and operational/strategic goals, and reward the creation of sustained long-term stockholder value while satisfying our retention objectives. In 2024, our long-term incentive compensation program consisted of PSU awards granted to both our CEO and CFO. We believe that these awards align the interests of our Named Executive Officers with those of our stockholders, provide some predictability to our Named Executive Officers in the value of their compensation and build stock ownership. In general, we believe that PSU awards serve as an important motivator for our Named Executive Officers to drive financial performance and provide a direct pay-for-performance link between compensation and stockholder return, thereby motivating our Named Executive Officers to focus on and strive to achieve both our annual and long-term financial and strategic objectives, including stockholder value creation.

  26. PSU Awards

    PSU Awards In connection with their roles as CEO and CFO respectively, Mr. Senkypl and Mr. Ponrt received PSU awards on May 1, 2024 in the amounts set forth in the below table, contingent on receiving stockholder approval on June 12, 2024. The Compensation Committee approved a specific target number of PSUs for each of them. The 2024 PSU Program allows participants to earn company shares based on specific stock price performance conditions and service milestones over a three-year period.

  27. PSU Awards

    | Named Executive Officer | 2024 PSU Award (Number of PSUs)(1) | | Mr. Senkypl | 1,393,948 | | Mr. Ponrt | 522,731 |

  28. PSU Awards

    (1)The PSUs granted on May 1, 2024, vest based on both the achievement of stock price hurdles and continued service. The stock price hurdles are set in four tranches, with each tranche vesting once the average stock price exceeds specific thresholds: $14.86, $20.14, $31.01 and $68.82, during the performance period. The service condition is met in three installments: 33% of each tranche vests on May 1, 2025, 33% on May 1, 2026, and 34% on May 1, 2027. If either requirement is not met by the end of the performance period, the unvested PSUs are forfeited. Other Compensation Health and Welfare Benefit Programs Our employee benefit programs, including our Section 401(k) plan and health, life, and disability insurance coverage programs, are designed to provide a stable array of support to our employees generally, including our Named Executive Officers, and their families. Our Section 401(k) plan, in which all employees generally are eligible to participate, allows participants to defer compensation up to the maximum amount specified by the Internal Revenue Code (the “Code”). Elective deferrals are immediately vested and non-forfeitable upon contribution by the employee. We match 50% of the first 6% of eligible compensation deferred to the plan, which vests on a three-year graded vesting schedule. We do not maintain any pension plan or arrangement under which our Named Executive Officers are entitled to participate or to receive post-retirement benefits, nor do we maintain any non-qualified deferred compensation plans or arrangements in which our Named Executive Officers are entitled to participate. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Generally, we do not provide perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes. During 2024, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee. Post-Employment Compensation As previously disclosed, we have entered into severance benefit agreements with each of our Named Executive Officers that set forth the terms and conditions of certain post-employment compensation arrangements with such individuals. These agreements provide for certain payments and benefits in the event of the termination of employment of a Named Executive Officer under specified circumstances, including in connection with a change in control of the Company. We believe that our extension of these post-employment and change in control-related payments and benefits is necessary in order to remain competitive with market practice. The material terms of these post-employment compensation arrangements for our Named Executive Officers is set forth in the “Severance Benefit Agreements” section. Related Compensation Policies Hedging and Pledging Policy Our employees, officers (including our Named Executive Officers), and directors are prohibited from engaging in transactions in publicly traded options on Company securities (such as puts, calls, and other derivative securities) on an exchange or in any other organized market or purchasing financial instruments or entering into hedging transactions designed to offset a decrease in the value of the Company’s securities. In addition, our employees, officers (including our Named Executive Officers), and directors are prohibited from pledging any Company securities as collateral for a loan and from holding Company securities as collateral in a margin account. Exceptions to the pledging prohibition may be granted by our Deputy General Counsel and CFO (or, in certain cases, the Chair of our Board or Chair of the Audit Committee) in limited circumstances if the requesting person demonstrates the financial capacity to repay the loan without resort to the pledged securities. Officer Stock Ownership Guidelines and Stock Holding Requirements We maintain stock ownership guidelines applicable to our Named Executive Officers. This program is designed to further strengthen alignment between the interests of our Named Executive Officers and our stockholders and provides as follows:

  29. PSU Awards

    | Ownership and Holding Requirements | Measurement Requirements | 2024 Compliance | | •Common stock with a value of at least 4X base salary (CEO) / 2X base salary (all other NEOs) •Meet ownership requirement by the later of April 1, 2021, or five years from date of initially becoming subject to the guidelines •An officer must retain 50% of net shares acquired upon the exercise, vesting, or earn-out of equity awards until the officer meets the ownership requirements | The following shares count towards compliance: •Shares owned by the officer •Shares owned jointly by the officer and spouse or held in trust established by the officer for the benefit of the officer and/or family members •Unvested RSUs •Earned but unvested PSUs subject only to time-based vesting conditions following our Compensation Committee’s certification of the attainment of the applicable performance metrics | •All officers were in compliance (or on track to comply) with the guidelines as of December 31, 2024 •Compliance is measured annually as of December 31st |

  30. PSU Awards

    Equity Grants Policies We do not time the grant of equity awards in coordination with the release of material non-public information, and the release of material non-public information is not timed on the basis of option grant dates. Our equity awards are granted under a stockholder-approved plan, and we do not currently grant stock options. Equity awards are generally approved on the dates of our regularly scheduled Compensation Committee meetings and are effective as of such dates or specified prospective dates. Outside of the annual grant cycle, we may make equity award grants in connection with a new hire package or retention grant. Tax and Accounting Considerations Taxation of Parachute Payments and Deferred Compensation We do not provide and have no obligation to provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. Sections 280G and 4999 provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceed certain limits prescribed by the Code and that the employer may forfeit a deduction on the amounts subject to this additional tax. Our 2011 Incentive Plan permits a participant to elect, in his or her discretion, to reduce a payment or acceleration of vesting under the plan to the extent necessary to avoid the imposition of an excise tax under Sections 280G and 4999. Section 409A also may impose significant taxes on a service provider in the event that he or she receives deferred compensation that does not comply with the requirements of Section 409A. We have structured our compensation arrangements with the intention of complying with or otherwise being exempt from the requirements of Section 409A, but we do not guarantee any particular tax result for participants. Further, our 2011 Incentive Plan provides that our Board may amend the terms of each plan or any award agreement to the extent necessary to comply with or effectuate an exemption from the requirements of Section 409A. We recognize a charge to earnings for equity awards. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, for which expense is recognized using the accelerated method. We expect that the Compensation Committee will continue to review and consider the accounting impact of equity awards in addition to considering the impact for dilution when deciding on amounts and terms of equity awards. Compensation Risk Assessment We regularly undertake a risk review of our employee compensation plans and arrangements in which our employees (including our Named Executive Officers) participate, to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten the value of the Company. As part of this review, we considered numerous factors and design elements that manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including the following: •A commission-based incentive program for sales employees that results in payout based on measurable financial or business critical metrics; •Variable cash compensation programs for employees that are generally funded based on Company performance; •A large percentage of our executive compensation comprised of equity-based awards in order to directly tie the executive’s expectation of compensation to his or her contributions to the long-term value of the Company; and •Formal risk mitigation practices in place (i.e., independent Compensation Committee oversight, stock ownership guidelines, insider trading policy and compensation recovery/clawback policy and cash bonus payouts capped at a maximum of 150%). Based on such reviews, we have concluded that any potential risks arising from our employee compensation programs, including our executive compensation program, are not reasonably likely to have a material adverse effect on the Company.

  31. NAMED EXECUTIVE OFFICER COMPENSATION

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Dusan Senkypl Chief Executive Officer | 2024 | 103,477(4) | 18,943,753 | — | 10,388 | — | 19,057,618 | | | 2023 | 14,028 | — | 3,325,000 | — | — | 3,339,028 | | Jiri Ponrt Chief Financial Officer | 2024 | 450,000 | 7,103,914 | — | 10,388 | 1,085 | 7,565,387 | | | 2023 | 323,014 | 747,999 | — | 273,463 | 251 | 1,344,727 |

  32. NAMED EXECUTIVE OFFICER COMPENSATION

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | Year | Summary Compensation Table (“SCT”) Total for PEO 1 (b-1)(1) | Compensation Actually Paid (“CAP”) to PEO 1 (c-1)(1)(2) | SCT Total for PEO 2 (b-2)(1) | CAP to PEO 2 (c-2)(1)(2) | SCT Total for PEO 3 (b-3)(1) | CAP to PEO 3 (c-3)(1)(2) | SCT Total for PEO 4 (b-4)(1) | CAP to PEO 4 (c-4)(1)(2) | Average SCT Total for Non-PEO Named Executive Officers (“NEOs”) (d) | Average Compensation Actually Paid to Non-PEO NEOs (e)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) (h)(5) | Company-Selected Measure: Adjusted EBITDA * (in thousands) (i)(6) | | | | | | | | | | | | | Total Shareholder Return (“TSR”) (f)(3) | Peer Group TSR (g)(4) | | | | 2024 | $19,057,618 | $11,118,485 | | | | | | | $7,564,302 | $4,696,453 | $25.42 | $240.6 | $(56,514) | $69,308 | | 2023 | $3,339,028 | $28,415,687 | $906,845 | $(1,643,130) | | | | | $720,376 | $1,090,560 | $26.86 | $192.67 | $(52,934) | $55,453 | | 2022 | | | $8,690,747 | $(524,483) | | | | | $1,952,463 | $157,360 | $17.95 | $125.27 | $(234,380) | $(15,113) | | 2021 | | | $9,419,692 | $9,727,192 | $6,528,618 | $2,297,036 | | | $3,033,187 | $255,230 | $48.45 | $186.88 | $120,348 | $143,228 | | 2020 | | | | | $5,499,844 | $10,221,901 | $7,372,593 | $(8,283,944) | $4,505,311 | $3,538,951 | $79.48 | $147.58 | $(286,180) | $49,739 |

  33. NAMED EXECUTIVE OFFICER COMPENSATION

    | Summary Compensation Table Total for PEO 1 (column (b-1)) | $19,057,618 | $3,339,028 | n/a | n/a | n/a | | - SCT “Stock Awards” column value | $(18,943,753) | $— | | | | | - SCT “Option Awards” column value | $— | $(3,325,000) | | | | | + year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end | $12,503,714 | $18,750,006 | | | | | +/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(641,502) | $— | | | | | + vesting date fair value of covered-year equity awards that vested in the covered year | $— | $9,696,359 | | | | | +/- change in fair value for prior-year equity awards that vested in the covered year | $(857,590) | $(44,706) | | | | | - Prior year-end fair value of prior-year equity awards that fail to vest in the covered year | $— | $— | | | | | + Includable dividends/earnings on equity awards during covered year | $— | $— | | | | | [+ excess fair value for equity award modifications] | $— | $— | | | | | Compensation Actually Paid to PEO 1 (column (c-1)) | $11,118,485 | $28,415,687 | | | | | For PEO 2 (Kedar Deshpande): | | | | | | | Summary Compensation Table Total for PEO 2 (column (b-2)) | n/a | $906,845 | $8,690,747 | $9,419,692 | n/a | | - SCT “Stock Awards” column value | | $— | $7,980,691 | $8,377,500 | | | - SCT “Option Awards” column value | | $— | $— | $— | | | + year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end | | $— | $2,079,723 | $8,685,000 | | | +/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end | | $— | $(3,645,000) | $— | | | + vesting date fair value of covered-year equity awards that vested in the covered year | | $— | $1,587,925 | $— | | | +/- change in fair value for prior-year equity awards that vested in the covered year | | $(965,704) | $(1,257,188) | $— | | | - Prior year-end fair value of prior-year equity awards that fail to vest in the covered year | | $(1,584,271) | $— | $— | | | + Includable dividends/earnings on equity awards during covered year | | $— | $— | $— | | | [+ excess fair value for equity award modifications] | | $— | $— | $— | | | Compensation Actually Paid to PEO 2 (column (c-2)) | | $(1,643,130) | $(524,483) | $9,727,192 | | | For PEO 3 (Aaron Cooper): | | | | | | | Summary Compensation Table Total for PEO 3 (column (b-3)) | n/a | n/a | n/a | $6,528,618 | $5,499,844 | | - SCT “Stock Awards” column value | | | | $4,878,999 | $4,023,200 | | - SCT “Option Awards” column value | | | | $— | $— | | + year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end | | | | $— | $9,231,265 | | +/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end | | | | $— | $(289,463) | | + vesting date fair value of covered-year equity awards that vested in the covered year | | | | $1,969,587 | $— | | +/- change in fair value for prior-year equity awards that vested in the covered year | | | | $(297,179) | $(196,545) | | - Prior year-end fair value of prior-year equity awards that fail to vest in the covered year | | | | $1,024,991 | $— | | + Includable dividends/earnings on equity awards during covered year | | | | $— | $— | | [+ excess fair value for equity award modifications] | | | | $— | $— | | Compensation Actually Paid to PEO 3 (column (c-3)) | | | | $2,297,036 | $10,221,901 | | For PEO 4 (Rich Williams): | | | | | |

  34. NAMED EXECUTIVE OFFICER COMPENSATION

    | Summary Compensation Table Total for PEO 4 (column (b-4)) | n/a | n/a | n/a | n/a | $7,372,593 | | - SCT “Stock Awards” column value | | | | | $6,105,329 | | - SCT “Option Awards” column value | | | | | $— | | + year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end | | | | | $— | | +/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end | | | | | $— | | + vesting date fair value of covered-year equity awards that vested in the covered year | | | | | $450,660 | | +/- change in fair value for prior-year equity awards that vested in the covered year | | | | | $(1,827,213) | | - Prior year-end fair value of prior-year equity awards that fail to vest in the covered year | | | | | $8,174,655 | | + Includable dividends/earnings on equity awards during covered year | | | | | $— | | [+ excess fair value for equity award modifications] | | | | | $— | | Compensation Actually Paid to PEO 4 (column (c-4)) | | | | | $(8,283,944) | | For Non-PEO Named Executive Officers (Average): | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs (column (d)) | $7,564,302 | $720,376 | $1,952,463 | $3,033,187 | $4,505,311 | | - SCT “Stock Awards” column value | $(7,103,914) | $(249,333) | $761,932 | $2,148,633 | $2,980,122 | | - SCT “Option Awards” column value | $— | $— | $— | $— | $— | | + year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end | $4,688,897 | $784,665 | $423,131 | $1,447,245 | $2,675,329 | | +/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $— | $94,177 | $(1,023,866) | $(536,481) | $(106,643) | | + vesting date fair value of covered-year equity awards that vested in the covered year | $— | $— | $— | $— | $414,252 | | +/- change in fair value for prior-year equity awards that vested in the covered year | $(452,833) | $(101,437) | $(412,436) | $102,972 | $(234,068) | | - Prior year-end fair value of prior-year equity awards that fail to vest in the covered year | $— | $(157,889) | $20,000 | $1,643,060 | $735,110 | | + Includable dividends/earnings on equity awards during covered year | $— | $— | $— | $— | $— | | [+ excess fair value for equity award modifications] | $— | $— | $— | $— | $— | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $4,696,453 | $1,090,560 | $157,360 | $255,230 | $3,538,951 |

  35. Relationship of Compensation Actually Paid to Total Shareholder Return

    Relationship of Compensation Actually Paid to Total Shareholder Return

  36. Relationship of Compensation Actually Paid to Company Net Income

    Relationship of Compensation Actually Paid to Company Net Income

  37. Relationship of Compensation Actually Paid to Company Adjusted EBITDA*

    Relationship of Compensation Actually Paid to Company Adjusted EBITDA* * Adjusted EBITDA is a non-GAAP financial measure. Tabular List The following table lists the three financial performance measures that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2024 to our performance:

  38. Relationship of Compensation Actually Paid to Company Adjusted EBITDA*

    | Revenue | | Adjusted EBITDA* | | Stock Price |

  39. Relationship of Compensation Actually Paid to Company Adjusted EBITDA*

    * Adjusted EBITDA is a non-GAAP financial measure. See “Appendix A” for a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, “Net income (loss).” Equity Compensation Plan Information The following table gives information about shares of our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2024, including our 2011 Incentive Plan, and Employee Stock Purchase Plan. No warrants are outstanding under any of the foregoing plans. We refer to these plans and grants collectively as our Equity Compensation Plans.

  40. Relationship of Compensation Actually Paid to Company Adjusted EBITDA*

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) | | Equity compensation plans approved by security holders | 7,027,181 | 6.00 | 6,117,844 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 7,027,181 | 6.00 | 6,117,844 |

  41. Relationship of Compensation Actually Paid to Company Adjusted EBITDA*

    (1)This amount includes 2,625,000 shares that may be issued in connection with outstanding stock options, 670,783 shares that may be issued in connection with outstanding time-based RSUs, 3,714,481 shares that may be issued in connection with outstanding performance share units (reflected at maximum), and 16,917 shares that may be issued in connection with deferred stock units held by non-employee directors under the Director Compensation Plan. (2)The weighted average exercise price is calculated based solely on the outstanding stock options to acquire 3,062,500 shares under our 2011 Incentive Plan. It does not take into account the shares issuable upon vesting of outstanding RSUs and PSUs, which have no exercise price. (3)As of December 31, 2024, 5,843,911 shares remained available for issuance under the 2011 Incentive Plan, and 273,933 shares available for future issuance under the Employee Stock Purchase Plan. Permissible awards under the 2011 Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, including awards where vesting, granting, or settlement of which is contingent upon the achievement of specific performance goals, called “performance awards” and cash incentive awards.