DEF 14A of Upland Software, Inc., Apr 21, 2025

DEF 14A of Upland Software, Inc.

Filed Apr 21, 2025 · FY20240001505155-25-000044

Open on EDGAR

  1. QUESTIONS

    | Proxy Statement Information on Voting | 1 | | Proposal One: Election of Directors | 4 | | Directors and Corporate Governance | 6 | | Director Compensation | 15 | | Executive Officers | 17 | | Security Ownership of Certain Beneficial Owners and Management | 18 | | Certain Relationships and Related Party Transactions | 20 | | Executive Compensation | 21 | | Compensation Discussion and Analysis | 21 | | Summary Compensation Table | 29 | | Grants of Plan-Based Awards Table | 30 | | Outstanding Equity Awards at Fiscal Year-End Table | 31 | | Option Exercises and Stock Vesting Table | 33 | | Executive Employment and Other Arrangements | 33 | | Potential Payments upon Termination or Change-in-Control | 34 | | CEO Pay Ratio | 36 | | Pay Versus Performance | 37 | | Equity Compensation Plan Information | 42 | | Audit Committee Report | 43 | | Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm | 44 | | Proposal Three: Advisory Vote to Approve the Compensation of our Named Executive Officers | 44 | | Other Matters | 46 | | Stockholders Sharing the Same Last Name and Address | 47 | | Proxy Card | 48 |

  2. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board is comprised of six directors. In accordance with our Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), our Board is divided into three classes, the members of each of which serve for staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: •the Class I directors are Stephen E. Courter and Teresa Miles Walsh, and their terms will expire at our annual meeting of stockholders to be held in 2027; and •the Class II directors are David Chung, Timothy W. Mattox and David D. May, and their terms will expire at the Annual Meeting; and •the Class III director is John T. (Jack) McDonald, and his term will expire at our annual meeting of stockholders to be held in 2026. This year’s nominees for election to our Board as Class II directors are David Chung, Timothy W. Mattox and David D. May. The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted “FOR” the nominees. Mr. Chung and Mr. May are independent directors as determined by the Board. Mr. Mattox is not currently considered an independent director due to his previous compensation received through a consulting relationship with the Company, which ended on December 31, 2023 when he was appointed to the Board. The nominees have been nominated by our Board upon the recommendation of the Nominating and Governance Committee. Certain biographical information about the nominees is set forth below, including the director's business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the Nominating and Governance Committee to recommend that the nominees should continue to serve on our Board. There are no family relationships among the nominees and any of our directors or executive officers. David Chung has served as a member of our Board since August 2022. Mr. Chung is a Partner and Co-Chief Investment Officer of HGGC, LLC (“HGGC”). Mr. Chung is a member of HGGC’s Management Committee and Fund IV Investment Committee. He is involved in all aspects of HGGC’s investment sourcing, underwriting, execution and portfolio management and realization. Mr. Chung brings 29 years of experience as a private equity, public equity and hybrid public/private investor. Prior to joining HGGC in December 2016, he was an independent investor through Arrowhead Holdings LLC, an Investment Partner at Blum Capital Partners, a Partner at Standard Pacific Capital, and a Director at KKR, where he began his private equity career in 1995. Previously, he was a strategy consultant at McKinsey & Co. and an investment banker at Hambrecht & Quist. Mr. Chung currently serves on the board of directors of Movella, Inc. since 2023 and previously served on the board of directors of Pathfinder Acquisition Corporation from 2021 to 2023. Additionally, Mr. Chung currently serves on the board of directors of a number of privately held companies. Mr. Chung holds a B.A. in Economics from Harvard University and an M.B.A. from Harvard Business School. We believe that Mr. Chung is qualified to serve as a member of our Board as a result of his experience in the private equity industry and experience serving in executive and senior management roles. Timothy W. Mattox has served as a member of our Board since January 2024. Mr. Mattox previously served as President and Chief Operating Officer for Upland from July 2014 until March 2021, and most recently as a Strategic Advisor to Upland from March 2021 until his appointment to the Board. Prior to Upland, Mr. Mattox’s career included extensive strategic, operational, new business, and private equity experience in software, hardware, and web/cloud services. From 1998 to 2013, Mr. Mattox held several leadership positions at Dell, Inc., including Vice President of Corporate Strategy, followed by Vice President of Worldwide Enterprise Product Management. From 1994 to 1998, Mr. Mattox was a Manager at Bain & Company. From 1989 to 1992, Mr. Mattox was a Senior Product Line Manager at Oracle Corporation. Mr. Mattox has led businesses with revenue of $25 million to $10 billion and has a strong track record of stockholder value creation at the corporate and divisional level. Mr. Mattox holds B.S. and M.S. degrees in electrical engineering and computer science from Massachusetts Institute of Technology and an M.B.A. from Stanford’s Graduate School of Business. We believe that Mr. Mattox is qualified to serve as a member of our Board as a result of his significant software executive leadership experience, as well as his previous understanding and history of the Company. David D. May has served as a member of our Board since March 2016 and was named Lead Independent Director in October 2017. Mr. May is a Vice President of Luther King Capital Management, and Senior Advisor to LKCM Headwater Investments, which he joined in August 2013. From 2005 to 2013, Mr. May was the co-founder and portfolio manager of Third Coast Capital Management, an Austin-based long-short equity hedge fund formed in 2004. From 1998 to 2003, Mr. May was a co-founder and Managing Partner of Ridgecrest Partners, a New York City-based hedge fund founded in 1998. From 1996 to 1998, Mr. May was a Partner at Ardsley Partners, a Connecticut-based hedge fund, where he served as an analyst and a portfolio manager. Prior to this, he was a Vice President at Luther King Capital Management and served as a portfolio manager for a broad range of investment portfolios and co-founded the LKCM Mutual Funds, serving as President of the Fund Group. Mr. May served on the board of directors of Perficient Inc. (Nasdaq: PRFT), an information technology consulting firm, where he served on the Audit Committee and was the Chair of the Compensation Committee from 2009 to 2013. Mr. May has previously served on the boards of privately held companies and philanthropic organizations. Mr. May holds a B.A. in Business and an M.B.A. from Texas Christian University. He is a CFA charter holder. We believe that Mr. May is qualified to serve as a member of our Board as a result of his experience as a director of publicly traded technology companies and his background in the institutional investment industry.

  3. Directors

    Directors The Nominating and Governance Committee of the Board and the Board believe the skills, qualities, attributes, and experience of its directors provide Upland with business acumen and a diverse range of perspectives to engage each other and management to effectively address the evolving needs of Upland and represent the best interests of our stockholders. In the event the nominees for director are elected, following the Annual Meeting, our Board would consist of the following individuals:

  4. Directors

    | Name | Position with Upland | Age as of the Annual Meeting | Director Since | | David Chung | Director | 57 | 2022 | | Stephen E. Courter | Director | 70 | 2014 | | Timothy W. Mattox | Director | 59 | 2024 | | David D. May | Lead Independent Director | 62 | 2016 | | John T. (Jack) McDonald | Director, Chief Executive Officer and Chair | 61 | 2010 | | Teresa Miles Walsh | Director | 61 | 2020 |

  5. Directors

    The following presents biographical information for each of our continuing directors listed above in the table. The biographical information includes the director’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes, or skills that caused the Nominating and Governance Committee to recommend that the director should serve on the Board. David Chung has served as a member of our Board since August 2022. His biography is included with those of the rest of our director nominees under the section entitled “Proposal One: Election of Directors” above. Stephen E. Courter has served as a member of our Board since September 2014. Mr. Courter is on the faculty of the McCombs School of Business, University of Texas at Austin, which he joined in August 2007, teaching courses in the Masters in Business Administration program and leading study abroad programs in Thailand, Vietnam, India, and Indonesia. From 2006 to 2007, Mr. Courter served as Chief Executive Officer and board member of Broadwing Communications. From 2000 to 2006, Mr. Courter served as Chair and Chief Executive Officer of Neon Communications. From 1998 to 2000, Mr. Courter served a Chief Executive Officer of Enertel, a Dutch telecommunications company based in Rotterdam. Since October 2008, Mr. Courter has served on the board of directors of Cadiz Inc. (Nasdaq: CDZI), a land and water resource development company, where he is the chair of the audit and risk committee and a member of the corporate governance and nominating committee. Mr. Courter holds a B.S. in Finance from The Pennsylvania State University and an M.B.A. from The George Washington University. Mr. Courter holds the rank of Major in the U.S. Army Reserves. We believe Mr. Courter is qualified to serve as a member of our Board as a result of his experience in executive-level management positions at technology companies and the knowledge he gained from service on the boards of public and private companies. Timothy W. Mattox has served as a member of our Board since January 2024. His biography is included with those of the rest of our director nominees under the section entitled “Proposal One: Election of Directors” above. David D. May has served as a member of our Board since March 2016 and was named Lead Independent Director in October 2017. His biography is included with those of the rest of our director nominees under the section entitled “Proposal One: Election of Directors” above. John T. (Jack) McDonald founded the Company and has served as our Chief Executive Officer and Chair of our Board since our founding in July 2010. Prior to founding Upland in 2010, Mr. McDonald was Chief Executive Officer of Perficient, Inc. (Nasdaq: PRFT), an information technology consulting firm, from 1999 to 2009, and chairman from 2001 to 2010. From 1987 to 1993, Mr. McDonald was an attorney with Skadden, Arps, Slate, Meagher & Flom LLP in New York, focusing on mergers and acquisitions and corporate finance. Mr. McDonald served on the board of directors and member of the Compensation Committee of BigCommerce Holdings, Inc. (Nasdaq: BIGC), from August 2019 to July 2022. Mr. McDonald served as chairman of the Greater Austin Chamber of Commerce and as a member of the board of directors of a number of privately held companies and non-profit organizations. Mr. McDonald holds a B.A. in Economics from Fordham University and a J.D. from Fordham Law School. We believe that Mr. McDonald is qualified to serve as a member of our Board because of his experience as our Chief Executive Officer and his background in the technology industry, including previously serving as Chair and Chief Executive Officer of a public technology company. Teresa Miles Walsh has served as a member of our Board since March 2020. Ms. Walsh founded Access Media Advisory Limited in the United Kingdom (“AMA”), a corporate advisory boutique focused on media sector clients, in 2003 and Access Media Advisory LLC in the United States in 2008. She currently serves as chief executive officer of both. Ms. Walsh is also a limited partner and registered representative of Pickwick Capital Partners, LLC, a FINRA regulated broker dealer. From 1989 to 2002, Ms. Walsh held positions at Merrill Lynch including Vice Chair and Managing Director, European Telecommunications, Media and Technology (2002), Head of the European Media Investment Banking Group (1997-2002) and other investment banking roles in media, utilities and structured finance groups of the investment banking division at Merrill Lynch (1989-1997). Ms. Walsh was an independent member of the board of directors and chair of the audit committee of Forest Road Acquisition Corp (NYSE: FRX.U) from November 2020 to June 2021. Ms. Walsh holds a B.A. in Economics, Magna Cum Laude, from Duke University and an M.B.A., with distinction, from the Fuqua School of Business at Duke University. We believe Ms. Walsh is qualified to serve as a member of our Board as a result of her experience in the international business sector and with mergers and acquisitions, as well as her executive-level management positions with investment banking entities.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  7. Standard Director Compensation Arrangements

    Standard Director Compensation Arrangements Upland’s non-employee director compensation policy is designed to provide appropriate amount and form of compensation to our non-employee directors. The current annual retainer for non-employee Board members is $30,000. The Lead Independent Director receives an additional annual retainer of $20,000. Members of our committees, all of whom are non-employee directors, receive the following annual cash fees for Board committee service:

  8. Standard Director Compensation Arrangements

    | Committee | Chair Fee | Member Fee | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $12,000 | $5,000 | | Nominating and Governance Committee | $7,500 | $2,500 |

  9. Standard Director Compensation Arrangements

    Non-employee directors are eligible for equity awards pursuant to our 2024 Omnibus Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, and performance shares to employees, directors, and consultants. In 2024, each person who first became a non-employee director received an initial grant of RSUs valued at $125,000, as soon as practical after the date such person became a non-employee director. For continuing non-employee directors who served on our Board for at least the preceding six months, each is to be granted, following the annual meeting of stockholders, an annual award of RSUs with a value of approximately $175,000. Both the initial awards and annual awards of RSUs vest in equal quarterly installments beginning approximately on the 3-month anniversary of the vesting commencement date, provided the participant continues as a director through such dates. The vesting commencement date for annual awards generally is the 16th day of the month in which the annual meeting occurs. The vesting commencement date for initial awards generally is the 16th day of the month in which the director becomes a non-employee director, or the following month if the director becomes a non-employee director after the 16th day of a month. The number of shares of RSUs awarded is calculated based on the average closing price of the common stock for 30 days prior to the date of grant, as measured by the closing price of the common stock on the NASDAQ Stock Market. Members of our Board are also reimbursed for actual expenses incurred in attending Board meetings, if any. The Compensation Committee, in consultation with our independent compensation consultant, periodically reviews our director compensation practices. The Compensation Committee believes that our director compensation is fair, market based, and appropriate in light of the responsibilities and obligations of our directors.

  10. 2024 Director Compensation

    2024 Director Compensation The following table presents information regarding the compensation earned or paid during 2024 to our non-employee directors who served on the Board during the year. Due to the market value of our stock price and a desire to preserve shares under the 2024 Plan, the Board elected to take a lower annual RSU award in 2024 of 25,000 RSU’s, equating to approximately $55,750 in value, versus their standard annual equity compensation value of $175,000 (or 78,475 RSU awards). Mr. McDonald, our sole employee director, does not receive compensation for his service as a member of the Board.

  11. 2024 Director Compensation

    | Name of Director | Fees Earned or Paid in Cash ($) | Restricted Stock Units(1) ($) | Total ($) | | David Chung | 47,500 | 55,750 | 103,250 | | Stephen E. Courter | 55,000 | 55,750 | 110,750 | | Timothy W. Mattox (2) | 30,000 | 169,267 | 199,267 | | David D. May | 74,500 | 55,750 | 130,250 | | Teresa Miles Walsh | 47,500 | 55,750 | 103,250 |

  12. 2024 Director Compensation

    (1) The amounts reported in the column represent the grant date fair value of the annual director grants, computed in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation, of the 25,000 RSUs granted on November 4, 2024. (2) Mr. Mattox joined the Board in January 2024 and received 27,687 RSUs as his initial director grant, which comprises the difference in Restricted Stock Units ($) as compared to the other directors.

  13. 2024 Director Compensation

    | Name of Director | Unvested Restricted Stock Units (#) | Outstanding Option Awards (#) | | David Chung(1) | 12,500 | — | | Stephen E. Courter(1)(2) | 12,500 | 37,941 | | Timothy W. Mattox (1) | 12,500 | — | | David D. May(1)(2) | 12,500 | 24,809 | | Teresa Miles Walsh(1) | 12,500 | — |

  14. 2024 Director Compensation

    (1) The number of unvested shares of RSUs and the number of shares underlying stock options held by each of the non-employee directors as of December 31, 2024. (2) Unexercised stock options held by the directors were fully vested as of December 31, 2024.

  15. Our Compensation Program Benefits Our Stockholders

    | What We Do | What We Do Not Do | | ☑ Rigorous, objective performance goals with aggressive bonus targets | ☒ No “golden parachute” gross-ups | | ☑ Limited perquisites | ☒ No hedging/pledging/short sales of company stock | | ☑ Competitive stock ownership guidelines | ☒ No options/SARs granted below FMV | | ☑ Clawback policy covering performance-based incentive awards | ☒ No repricing of options without stockholder approval | | ☑ Double-trigger and Retention-oriented CIC provisions | ☒ No excessive severance | | ☑ Independent compensation consultant and Board Compensation Committee | ☒ No guaranteed salary increases, bonuses, or long-term incentive awards | | ☑ Annual risk assessment of compensation policies and programs | |

  16. Compensation Components

    Compensation Components Upland establishes total direct compensation for NEOs consisting of the following components: •Base Salary: A market salary at the low end of the competitive range that sufficiently covers a fixed income component on which the employee can rely. The fixed salary is set at a level that provides the ability to attract talent and promote long-term retention while allowing Upland to maintain conservative fixed general and administrative expense levels. •Target Performance Bonus: The Corporate Bonus Plan and commission plans are tied to quantitative performance objectives which we believe are directly aligned with stockholders interest. The performance objectives for bonuses are proposed by management, but are subject to the Compensation Committee’s consideration and ultimately Board approval. The Corporate Bonus Plan objectives are set to support growth in Adjusted EBITDA resulting from increases in operating revenue and the achievement of scale with respect to operating expenses. Commission plans are focused on top line revenue and ARR (annual recurring revenue) growth. Additionally, the Compensation Committee has the ability to apply positive and negative discretion to modify performance-bonus payments. Reflecting the rigor of our goal setting, in 2024, as in 2023 and 2022, our NEOs earned less than their target bonus and commission opportunities. Messrs. McDonald, Hill, and Doman, and Ms. Cummings participate in the Corporate Bonus Plan. Two executives, Messrs. Breslin and Yates, who did not participate in the Corporate Bonus Plan, were under commission based plans as explained in section entitled “Performance Criteria and Plan Targets” below. •Equity Awards: Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”) reward employees for longer service and TSR growth. Equity award compensation ensures retention of key executives by using longer-term vesting periods and helps maximize our return to stockholders through executive alignment.

  17. Alignment of Pay with Performance

    Alignment of Pay with Performance A significant portion of our executive compensation is at risk as it is subject to either achievement of preset performance goals (Target Performance Bonuses) or tied to our stock price performance (RSUs and PSUs). We believe this creates a pay for performance structure that aligns with long-term shareholder returns while providing competitive total compensation for retaining our executives. The charts below show the ratio of compensation components for 2024 for each NEO based on target performance bonus amounts and equity award values based on the grant date fair value of the awards.

  18. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    Performance Bonus: Corporate Bonus Plan and Sales Commission Plan Overview and Executive Earning Potential The NEOs, with the exception of Mr. Breslin and Mr. Yates as described below, are eligible for annual cash bonus awards under our Corporate Bonus Plan, which are tied to operating performance. Other employees of the Company also participate in the Corporate Bonus Plan. Mr. Breslin’s and Mr. Yates’ sales commission plans, as Chief Revenue Officer (“CRO”) and Chief Sales Officer (“CSO”), respectively, were tied to sales quota attainment based on different go-to-market metrics, including churn, bookings for ARR (annual recurring revenue), PSO (professional service opportunities) revenue, perpetual license revenue, and specific product revenue. The bonus and commission opportunities are offered to reward management for implementing and monitoring the objectives of the Company in line with the Company’s financial and operational goals. The form and structure of all bonus and commission opportunities provided to our NEOs are approved by the Compensation Committee. The Compensation Committee may also adjust the goals following the occurrence of unanticipated changes to our business. A component of the NEOs annual performance bonus awards prior to 2024 was the Company’s M&A Bonus Plan, with the exception of Mr. Breslin and Mr. Yates who did not participate in this M&A Bonus Plan. The Company has shifted its focus to driving Adjusted EBITDA along with core organic growth and away from acquisitions. The Compensation Committee formally eliminated the M&A Bonus Plan on August 23, 2024 and the NEOs who previously participated in the M&A Bonus Plan are now eligible to earn cash bonuses solely under the Corporate Bonus Plan as reflected in the tables below. The chart below details our NEOs’ combined 2024 target bonus and commission opportunities (in both percentage to base salary and dollar amounts) under the Corporate Bonus Plan, and sales commission plans and the allocation of the 2024 target bonus and commission opportunity between the plans.

  19. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    | | Performance Bonus | | | | Name | Target Bonus Percent of Base Salary | Percentage Attributable to Corporate Bonus Plan | Percentage Attributable to Sales Commission Plan | | Mr. McDonald | 200% | 100% | —% | | Mr. Hill | 125% | 100% | —% | | Mr. Breslin | 100% | —% | 100% | | Ms. Cummings | 50% | 100% | —% | | Mr. Doman | 50% | 100% | —% | | Mr. Yates | 100% | —% | 100% |

  20. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    Performance Criteria and Plan Targets In 2024, the performance criteria for the Corporate Bonus Plan consisted of Adjusted EBITDA and Adjusted EBITDA margin, where the primary threshold was Adjusted EBITDA and the secondary threshold was Adjusted EBITDA margin. The Company defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, adjusted for depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition and divestiture related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue and impairment of goodwill. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. For 2024, the Company set the Corporate Bonus Plan Adjusted EBITDA threshold at $55.0 million and the Adjusted EBITDA margin threshold at 20.0% based on our previously disclosed organic growth plan as described in the Company’s 2024 public filings. With respect to the Corporate Bonus Plan, if the Company exceeds the primary threshold Adjusted EBITDA and then the secondary threshold Adjusted EBITDA margin on a quarterly basis, then 80% of the amount by which the threshold Adjusted EBITDA has been exceeded is identified as the bonus pool. Thus, the Corporate Bonus Plan is only funded by over performance. Bonuses are paid following the issuance of the Company’s audited financial statements for the performance year. The following table shows for the Corporate Bonus Plan the threshold Adjusted EBITDA and Adjusted EBITDA margin thresholds and actual results.

  21. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    | | Corporate Bonus Plan | | | | | | | Adjusted EBITDA | Adjusted EBITDA | Adjusted EBITDA Margin Threshold (%) | Adjusted EBITDA Margin Actual (%) | Bonus Pool Generated | | Year | Threshold (in millions) ($) | Actual Results (in millions) ($) | | | Actual Results (in millions) ($) | | 2024 | 55.0 | 55.6 | 20.0% | 20.3% | 1.1 |

  22. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    With respect to our CRO’s sales commission plan, the metrics were based on different weighted go-to-market components, including bookings, churn, perpetual and professional service revenue and pipeline generation. The amount of the commission earned each quarter was determined by multiplying the quota attainment percentage by the quarterly team commission target. If the go-to-market team quota attainment was (i) less than 50%, the multiplier is 0; (ii) 50%-70%, then the multiplier is 50%; and (iii) 70% or greater, the multiplier mirrors the attainment percentage, capped at a 125% modifier. There was a 10% holdback under the plan contingent on the CEO’s determination of the CRO’s coordination with the rest of the business. With respect to our CSO’s sales commission plan, the metrics were based on different weighted sales components, including bookings and revenue. The amount of the commission earned each quarter was determined by multiplying the quota attainment percentage by the quarterly team commission target. If the sales team quota attainment was (i) less than 50%, the multiplier is 0; (ii) 50%-70%, then the multiplier is 50%; and (iii) 70% or greater, the multiplier mirrors the attainment percentage, capped at a 125% modifier. There was a 10% holdback under the plan contingent on the CEO’s determination of the CSO’s coordination with the rest of the business. Performance Achievement In 2024, the Company achieved its Adjusted EBITDA primary threshold and Adjusted EBITDA margin thresholds under the Corporate Bonus Plan equating to approximately 16% of target for bonuses earned by our NEOs under the Corporate Bonus Plan. The approximate $1.1M of bonus pool generated under the entire Corporate Bonus Plan was for all eligible Company employees, not just the the NEOs. Total commissions earned by our (i) CRO under his sales commission plan were $294,842 and (ii) CSO under his sales commission plan were $199,893 based on attained go-to-market and sales performances, respectively. The Company believes the historical payouts under our Corporate Bonus Plan and sales commission plans evidence the rigor of our annual bonus program. Threshold and target levels of performance for each metric were set based on the Company’s publicly announced guidance and, therefore, required strong performance. Set forth below are the target and actual bonuses and sales commissions earned by our NEOs in 2024.

  23. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    | | Corporate Bonus | | Sales Commission | | Total | | | Name | Target ($) | Actual ($) | Target ($) | Actual ($) | Target ($) | Actual ($) | | Mr. McDonald | 1,000,000 | 163,684 | — | — | 1,000,000 | 163,684 | | Mr. Hill | 375,000 | 61,382 | — | — | 375,000 | 61,382 | | Mr. Breslin | — | — | 375,000 | 294,842 | 375,000 | 294,842 | | Ms. Cummings | 187,500 | 30,691 | — | — | 187,500 | 30,691 | | Mr. Doman | 187,500 | 30,691 | — | — | 187,500 | 30,691 | | Mr. Yates | — | — | 325,000 | 199,893 | 325,000 | 199,893 |

  24. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    Equity Awards In 2024, the Company awarded the following number of RSUs and PSUs (at target level) to our NEOs as part of our annual equity award program:

  25. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    | Name | RSUs (#) | PSUs (#) | | Mr. McDonald | 250,000 | 250,000 | | Mr. Hill | 100,000 | — | | Mr. Breslin | 150,000 | — | | Ms. Cummings | 150,000 | — | | Mr. Doman | 150,000 | — | | Mr. Yates | 135,000 | — |

  26. Performance Bonus: Corporate Bonus Plan and Sales Commission Plan

    See description of vesting schedules and additional information with respect to these awards in the “Outstanding Equity Awards at Fiscal Year-End Table” section below. As done in 2023, Mr. McDonald’s 2024 equity grants were evenly split between RSUs and PSUs (if achieved at target level), which the Compensation Committee believes continues to align a significant part of Mr. McDonald’s compensation with the interests of shareholders and provides consistency year-over-year among award grants. Employment Agreement Amendment: The Company amended Mr. McDonald and Ms. Cummings employment agreements to provide for vesting of RSUs upon a termination not for cause or for good reason, as noted in the “Executive Employment and Other Arrangements” section below, and in the case of Ms. Cummings, any RSU’s granted on or prior to January 30, 2024 shall vest in full on June 30, 2025, subject to her continued employment through such date. These collective changes were recommended from our independent compensation consultant based on a market analysis due to (i) Mr. McDonald's tenure and founding of the company, and (ii) Ms. Cumming's promotion to President and COO and for retention purposes. Other Perquisites and Benefits The Company provided limited perquisites to our NEOs. The aggregate value of perquisites provided to each of our NEOs was less than $1,000 in 2024, with the exception of approximately $37.3 thousand paid for executive administrative assistance and parking provided to Mr. McDonald in 2024. The only perquisites provided to any of our NEOs were parking and the limited executive administrative assistant compensation noted above. The Company has a 401(k) plan (with no employer match) and no deferred compensation plan for executives. Our employment agreements with the NEOs are disclosed in the section entitled “Executive Employment and Other Arrangements.”

  27. Peer Selection Methodology, Rationale and Comparison

    Peer Selection Methodology, Rationale and Comparison Upland’s peer group is reviewed annually by our independent compensation consultant, Korn Ferry, using a defined methodology that identifies companies with attributes reasonably and objectively similar to Upland in terms of industry, industry profile, size, and market capitalization to revenue ratio, profit margins and external perception by stockholders. Below is the peer group used in 2024:

  28. Peer Selection Methodology, Rationale and Comparison

    | Peer Group Symbol | Peer Group Name | | BIGC | BigCommerce Holdings, Inc. | | CRNC | Cerence Inc. | | CCSI | Consensus Cloud Solutions, Inc. | | EGIO | Edgio, Inc. | | KLTR | Kaltura, Inc. | | LPSN | LivePerson, Inc. | | MITK | Mitek Systems, Inc. | | MODN | Model N, Inc. | | ONTF | ON24, Inc. | | PRCH | Porch Group Inc. | | RMNI | Rimini Street, Inc. | | SNCR | Synchronoss Technologies, Inc. | | YEXT | Yext, Inc. |

  29. How Upland Uses Our Peer Group

    How Upland Uses Our Peer Group The positions of our NEOs are compared to their counterpart positions in our peer group, and the compensation levels for comparable positions in that peer group are examined for guidance in determining: •base salaries; •performance bonuses; and •the amount and mix of long-term equity-based incentive awards. The Compensation Committee establishes base salaries, performance bonuses, and long-term equity-based incentive awards on a case-by-case basis for each NEO taking into account, among other things, individual and company performance, role expertise and experience and the competitive market, advancement potential, recruiting needs, internal equity, retention requirements, unrealized equity gains, succession planning and best compensation governance practices. The Compensation Committee does not tie individual compensation to specific target percentiles.

  30. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to or earned during our fiscal years ended December 31, 2024, 2023 and 2022 by our NEOs. Mr. Breslin and Ms. Cummings became executive officers in February 2024 and January 2024, respectively, and in accordance with SEC rules, the table below reflects only the amounts earned in 2024. Mr. Yates became an executive officer in July 2023 and, in accordance with SEC rules, the table below reflects only the amounts earned in 2023 and 2024.

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | John T. (Jack) McDonald | 2024 | 500,000 | — | 3,202,500(3) | 163,684 | 37,330(2) | 3,903,514 | | Chief Executive Officer and Chair | 2023 | 325,000 | 250,000 | 2,325,000(4) | — | 15,546(2) | 2,915,546 | | | 2022 | 325,000 | — | 7,749,375(5) | 255,398 | 664(2) | 8,330,437 | | Michael D. Hill | 2024 | 300,000 | — | 429,000 | 61,382 | — | 790,382 | | Chief Financial Officer and Treasurer | 2023 | 300,000 | 75,000 | 852,000 | — | — | 1,227,000 | | | 2022 | 275,000 | — | 1,918,425 | 98,438 | — | 2,291,863 | | Matt Breslin | 2024 | 339,489 | — | 643,500 | 294,842 | — | 1,277,831 | | Chief Revenue Officer | | | | | | | | | Karen Cummings | 2024 | 375,000 | — | 643,500 | 30,691 | — | 1,049,191 | | Executive Vice President and General Manager | | | | | | | | | Daniel Doman | 2024 | 375,000 | — | 643,500 | 30,691 | — | 1,049,191 | | Chief Product Officer | 2023 | 300,000 | — | 852,000 | — | — | 1,152,000 | | | 2022 | 291,667 | — | 1,513,550 | 39,375 | | 1,844,592 | | Oliver Yates | 2024 | 325,000 | — | 579,150 | 199,893 | — | 1,104,043 | | Chief Sales Officer | 2023 | 311,458 | — | 1,084,050 | 219,788 | — | 1,615,296 |

  32. Summary Compensation Table

    (1) The amounts reported in the “Stock Awards” column do not reflect compensation actually received by the NEO but represent the aggregate grant date fair value computed in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). The valuation assumptions used in determining such amounts are described in “Note 2 – Summary of Significant Accounting Policies” and “Note 13 – Stockholders’ Equity” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 12, 2025. (2) Mr. McDonald’s other compensation relates to $664 paid for parking and $36,666 paid for executive administrative assistance in 2024. (3) For Mr. McDonald, the grant date fair value of his 2024 PSU was $2,130,000 (per share fair value of $8.52 using the Monte Carlo simulation model) times the target number of PSUs (250,000). If maximum performance levels were achieved, the award would vest at 300% of the target number of the PSUs, which, based on the closing price of a share of our common stock on the grant date of the 2024 PSU would have been a grant date value of $3,217,500. (4) For Mr. McDonald, the grant date fair value of his 2023 PSU was $1,473,000 (per share fair value of $14.73 using the Monte Carlo simulation model) times the target number of PSUs (100,000). If maximum performance levels were achieved, the award would vest at 200% of the target number of the PSUs, which, based on the closing price of a share of our common stock on the grant date of the 2023 PSU would have been a grant date value of $1,704,000. (5) For Mr. McDonald, the grant date fair value of his 2022 PSU was $5,065,313 (per share fair value of $54.03 using the Monte Carlo simulation model) times the target number of PSUs (93,750). If maximum performance levels were achieved, the award would vest at 200% of the target number of the PSUs, which, based on the closing price of a share of our common stock on the grant date of the 2022 PSU would have been a grant date value of $3,958,125.

  33. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table presents, for each of our NEOs, information concerning each grant of cash or equity awards made during fiscal year 2024. This information supplements the information about these awards set forth in the Summary Compensation Table.

  34. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Awards (3) | | | | Estimated Future Payouts Under Equity Incentive Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | John T. (Jack) McDonald | | | | | | | | | | | | | Cash Incentive | | 1,000,000 | | | | | | | | | | 2024 PSU | | | | 1/29/2024(2) | 125,000 | 250,000 | 750,000 | | 2,130,000 | | | 2024 RSU | | | | 1/29/2024(1) | | | | 250,000 | 1,072,500 | | Michael D. Hill | | | | | | | | | | | | | Cash Incentive | | 375,000 | | | | | | | | | | 2024 RSU | | | | 1/29/2024(1) | | | | 100,000 | 429,000 | | Matt Breslin | | | | | | | | | | | | | Cash Incentive | | 375,000 | | | | | | | | | | 2024 RSU | | | | 1/29/2024(1) | | | | 150,000 | 643,500 | | Karen Cummings | | | | | | | | | | | | | Cash Incentive | | 187,500 | | | | | | | | | | 2024 RSU | | | | 1/29/2024(1) | | | | 150,000 | 643,500 | | Daniel Doman | | | | | | | | | | | | | Cash Incentive | | 187,500 | | | | | | | | | | 2024 RSU | | | | 1/29/2024(1) | | | | 150,000 | 643,500 | | Oliver Yates | | | | | | | | | | | | | Cash Incentive | | 325,000 | | | | | | | | | | 2024 RSU | | | | 1/29/2024(1) | | | | 135,000 | 579,150 |

  35. Grants of Plan-Based Awards Table

    (1) The amounts reported reflect shares of common stock underlying RSU awards granted in 2024 under the Upland Software, Inc. 2014 Equity Incentive Plan. The RSU awards vest in twelve equal quarterly installments, provided the NEO continues to be a service provider to the Company on the applicable date. The grant date fair value of RSU awards is determined in accordance with ASC 718, Compensation – Stock Compensation, without regard to estimated forfeitures. The valuation assumptions used in determining such amounts are described in “Note 2 – Summary of Significant Accounting Policies” and “Note 13 – Stockholders’ Equity” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 12, 2025. These amounts do not correspond to the actual value that will be recognized by the NEOs. (2) The amount reported reflects the target number shares of common stock underlying the PSU award granted to Mr. McDonald in 2024 under the Upland Software, Inc., 2014 Equity Incentive Plan and 2024 Plan based on the achievement of threshold, target and maximum performance pursuant to the vesting schedule of Mr. McDonald’s award which is described in note five to the 2024 Outstanding Equity Awards at Fiscal Year-End table. The grant date fair value of PSU awards is determined in accordance with ASC 718, Compensation – Stock Compensation, using the Monte Carlo simulation model as described in “Note 2 – Summary of Significant Accounting Policies” and “Note 13 – Stockholders’ Equity” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 12, 2025. These amounts do not correspond to the actual value that will be recognized by Mr. McDonald. (3) Non-equity incentive awards reported represent the formulaic performance-based incentive cash awards each NEO could earn pursuant to our Corporate Bonus Program and Sales Commission Plan as described in the “Performance Bonus: Corporate Bonus Plan and Sales Commission Plan” section above.

  36. Outstanding Equity Awards At Fiscal Year-End Table

    Outstanding Equity Awards At Fiscal Year-End Table The following table provides information about outstanding equity awards held by each of our NEOs at December 31, 2024.

  37. Outstanding Equity Awards At Fiscal Year-End Table

    | Name | Number of shares or units of stock that have not vested(1) (#) | Market value of shares or units of stock that have not vested(1) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | John T. (Jack) McDonald (18) | 24,999(2) | 108,496 | | | | | 33,332(3) | 144,661 | | | | | 166,667(4) | 723,335 | | | | | | | 100,000(5) | 434,000 | | Michael D. Hill | 17,499(6) | 75,946 | | | | | 33,332(7) | 144,661 | | | | | 66,667(8) | 289,335 | | | | Matt Breslin | 150,000(9) | 651,000 | | | | Karen Cummings (19) | 12,501(10) | 54,254 | | | | | 16,667(11) | 72,335 | | | | | 33,332(12) | 144,661 | | | | | 100,000(13) | 434,000 | | | | Daniel Doman | 12,501(14) | 54,254 | | | | | 33,332(7) | 144,661 | | | | | 100,000(15) | 434,000 | | | | Oliver Yates | 45,000(16) | 195,300 | | | | | 90,000(17) | 390,600 | | |

  38. Outstanding Equity Awards At Fiscal Year-End Table

    (1) Market value calculated using the closing price of our common stock as of December 31, 2024 of $4.34. (2) Represents the remaining unvested RSUs of an original award of 100,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 12/16/2022 and ending on 9/16/2025, subject to executive continuing to be a service provider to the Company on each applicable date. (3) Represents the remaining unvested RSUs of an original award of 100,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2023 and ending on 12/16/2025, subject to executive continuing to be a service provider to the Company on each applicable date. (4) Represents the remaining unvested RSUs of an original award of 250,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2024 and ending on 12/16/2026, subject to executive continuing to be a service provider to the Company on each applicable date. (5) The number of PSUs reported is based on achievement of threshold performance. The market value was calculated using the closing price of our common stock as of December 31, 2024 of $4.34. PSUs are earned based upon the achievement of the absolute total shareholder return (“TSR”) goals set forth below during the period beginning on February 28, 2023 and ending on December 31, 2025 (the “Performance Period”) in accordance with the following schedule, will vest on the Vesting Dates (as defined below):

  39. Outstanding Equity Awards At Fiscal Year-End Table

    | Absolute TSR | Number of Performance Units Vesting as a Percentage of Target Performance Units | Threshold/Target/Maximum | | 20.00% | 200% | Maximum | | 19.25% | 188% | | | 18.50% | 175% | | | 16.75% | 163% | | | 15.00% | 150% | | | 13.75% | 138% | | | 12.50% | 125% | | | 11.25% | 113% | | | 10.00% | 100% | Target | | 8.75% | 87.5% | | | 7.50% | 75% | | | 6.25% | 62.5% | | | 5.00% | 50% | Threshold | | < 5.00% | 0% | |

  40. Outstanding Equity Awards At Fiscal Year-End Table

    Stock price hurdles will be calculated based on the closing price of Upland Common Stock on February 27, 2023 (the “Reference Price”) of $5.89. Each stock price hurdle will be achieved on the first date on which the closing price of a Share for any thirty consecutive trading days immediately preceding such date during the Performance Period equals or exceeds a stock price hurdle calculated by multiplying the corresponding Absolute TSR hurdle listed above by the Reference Price (the “Vesting Date”). Following achievement of any stock price hurdle, the number of Performance Units earned with respect to such stock price hurdle cannot subsequently be earned upon achievement of the same stock price hurdle or forfeited if the price per Share falls below such stock price hurdle. At the end of the Performance Period, a number of Performance Units (if any) will vest based on the closing price per Share on the last day of the Performance Period using linear interpolation. To receive the vesting of the Performance Units described above, Mr. McDonald must continue to be a Service Provider through the Vesting Date. Any Performance Units which have not vested following the completion of the Performance Period shall immediately expire and be forfeited. (6) Represents the remaining RSUs of an original award of 70,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 12/16/2022 and ending on 9/16/2025, subject to executive continuing to be a service provider to the Company on each applicable date. (7) Represents the remaining RSUs of an original award of 100,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2023 and ending on 12/16/2025, subject to executive continuing to be a service provider to the Company on each applicable date. (8) Represents the remaining unvested RSUs of an original award of 100,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2024 and ending on 12/16/2026, subject to executive continuing to be a service provider to the Company on each applicable date. (9) Represents the unvested RSUs of an original award of 150,000 RSUs that vest pursuant to the following vesting schedule: 1/3 on 3/16/2025, 1/3 on 3/16/2026 and 1/3 on 3/16/2027, subject to executive continuing to be a service provider to the Company on each applicable vesting date. (10) Represents the remaining RSUs of an original award of 50,000 RSUs that vest pursuant to the following vesting schedule: 33.33% on 9/16/2023 and then eight equal quarterly installments starting on 12/16/2023 subject to executive continuing to be a service provider to the Company on each applicable vesting date. (11) Represents the remaining RSUs of an original award of 50,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2023 subject to executive continuing to be a service provider to the Company on each applicable vesting date. (12) Represents the remaining RSUs of an original award of 100,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2023 subject to executive continuing to be a service provider to the Company on each applicable vesting date. (13) Represents the remaining RSUs of an original award of 150,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2024 subject to executive continuing to be a service provider to the Company on each applicable vesting date. (14) Represents the remaining unvested RSUs of an original award of 50,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 12/16/2022 and ending on 9/16/2025, subject to executive continuing to be a service provider to the Company on each applicable date. (15) Represents the remaining unvested RSUs of an original award of 150,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2024 and ending on 12/16/2026, subject to executive continuing to be a service provider to the Company on each applicable date. (16) Represents the remaining unvested RSUs of an original award of 135,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2023 and ending on 12/16/2025, subject to executive continuing to be a service provider to the Company on each applicable date. (17) Represents the remaining unvested RSUs of an original award of 135,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2024 and ending on 12/16/2026, subject to executive continuing to be a service provider to the Company on each applicable date. (18) As described in the Executive Employment and Other Arrangements discussion, all of Mr. McDonald’s outstanding unvested equity awards will accelerate and vest in full (with any equity awards with performance-based vesting conditions vesting at the target level) if Mr. McDonald is terminated by the Company without cause or resigns for good reason (as defined in his employment agreement). (19) As described in the Executive Employment and Other Arrangements discussion, all of Ms. Cumming’s outstanding unvested equity awards will accelerate and vest in full if Ms. Cummings is terminated by the Company without cause or resigns for good reason (as defined in her employment agreement) and any outstanding unvested equity awards granted on or prior to January 30, 2024 will vest in full on June 30, 2025, provided Ms. Cummings remains a service provider through such date.

  41. Option Exercises and Stock Vesting Table

    Option Exercises and Stock Vesting Table The following table sets forth certain information with respect to the vesting of restricted stock or RSUs awards held by our NEOs in fiscal year 2024. There were no outstanding stock options held by our NEOs in fiscal year 2024.

  42. Option Exercises and Stock Vesting Table

    | | | Stock Awards | | | Name | Type of Award | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John T. (Jack) McDonald | PSU | 750,000 | 3,519,063(1) | | John T. (Jack) McDonald | RSU | 181,251 | 534,238(2) | | Michael D. Hill | RSU | 112,501 | 331,596(2) | | Matt Breslin | RSU | 128,333 | 378,261(2) | | Karen Cummings | RSU | 128,333 | 378,261(2) | | Daniel Doman | RSU | 127,502 | 371,897(2) | | Oliver Yates | RSU | 90,000 | 265,275(2) |

  43. Option Exercises and Stock Vesting Table

    (1) Reflects the closing price of our common stock on the date the PSU vested due to achievement at maximum performance of the total shareholder return goals set forth in Mr. McDonald’s 2024 PSU grant. (2) Reflects the closing price of our common stock on the vesting date multiplied by the number of RSUs vested.

  44. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes certain compensation that would have become payable to our NEOs under existing plans and contractual arrangements assuming a termination of employment and change of control of the Company had occurred on December 31, 2024 and based upon a price of $4.34 per share for our common stock, which was the closing price on Nasdaq on December 31, 2024 (the last trading day of 2024), given the NEOs’ compensation and service levels as of such date. There can be no assurance that an actual triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. As of December 31, 2024, we have cash severance arrangements for our NEOs, partial acceleration of unvested equity awards, acceleration of unvested awards upon death or Disability, “double trigger” vesting acceleration for equity awards of all NEOs and in the case of Mr. McDonald and Ms. Cummings, full acceleration of equity awards in the event either is terminated by the Company without “cause” or resigns for “good reason” whether or not in connection with a change in control, each as described below.

  45. Potential Payments

    Potential Payments The table below estimates payments and benefits that would have become payable to our NEOs under the plans and contractual arrangements in effect on December 31, 2024 assuming a termination of employment without cause and change of control of the Company had occurred on December 31, 2024 and based upon a price of $4.34 per share for our common stock, which was the closing price on Nasdaq on December 31, 2024 (the last trading day of 2024), given the NEOs' compensation and service levels as of such date.

  46. Potential Payments

    | Name | Severance Payments upon Termination without Cause or Resignation for Good Reason(1) ($) | Acceleration of Equity Awards upon Termination without Cause or Resignation for Good Reason in Connection with a Change of Control ($) | Acceleration of Equity Awards upon Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control ($) | Acceleration of Equity Awards upon Death or Disability ($) | | John T. (Jack) McDonald | 1,526,365 | 1,410,491 | 1,410,491 | 1,410,491 | | Michael D. Hill | 694,160 | 509,941 | — | 509,941 | | Matt Breslin (2) | 750,000 | 651,000 | — | 651,000 | | Karen Cummings | 562,500 | 705,250 | 705,250 | 705,250 | | Daniel Doman | 570,916 | 632,915 | — | 632,915 | | Oliver Yates (3) | 651,516 | 585,900 | — | 585,900 |

  47. Potential Payments

    (1) Includes earned but unpaid bonus as of December 31, 2024, assuming performance at target levels, continued salary payments for 12 months and reimbursement for health care benefit continuation premiums for 12 months. (2) Mr. Breslin stepped down from his position on February 7, 2025, received no severance and his unvested equity awards were forfeited. (3) Mr. Yates’ position was eliminated and he was terminated without cause on April 1, 2025. For 12 months, he will receive continued salary payments only and reimbursement for health care benefit continuation premiums. His unvested equity awards were forfeited.

  48. CEO Pay Ratio

    CEO Pay Ratio Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. SEC rules for identifying the median employee allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. As determined in accordance with SEC rules, the 2024 annual total compensation was $3,903,514 for our CEO as reported in the Summary Compensation Table and $73,956 for our median employee, and the ratio of these amounts is $52.78 to $1. As permitted by SEC rules, to identify our median employee, the Company elected to use the annual total cash compensation of each employee as of the end of 2024. For these purposes, annual total cash compensation included annual salary or hourly wages, 2024 grants of RSUs (grant date “fair value” per ASC 718), 2024 bonus earned, commissions paid, and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources records with all foreign currencies converted to U.S. dollars. All amounts were annualized for permanent employees who did not work for the entire year. The Company identified our median employee from 1,231 full-time and part-time workers who were included as employees on our payroll records during 2024. We did not exclude any employees pursuant to any permitted exclusion.

  49. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.” In accordance with the SEC’s Pay Versus Performance (“PvP”) rules, below is the required tabular disclosure for the Principal Executive Officer (“PEO”) and the average NEO (excluding the PEO) for reporting years 2020, 2021, 2022, 2023 and 2024.

  50. Pay Versus Performance Table

    Pay Versus Performance Table

  51. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(5) ($) | Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | Net Loss (in millions) ($) | Adjusted EBITDA (in millions) ($) | | 2024 | 3,903,514 | 5,048,872 | 1,054,128 | 943,200 | 12.2 | 301.4 | (112.7) | 55.6 | | 2023 | 2,915,546 | 1,065,152 | 1,286,574 | 604,442 | 11.9 | 221.1 | (179.9) | 64.4 | | 2022 | 8,330,437 | 1,666,533 | 2,023,148 | 571,224 | 20.0 | 132.8 | (68.4) | 97.1 | | 2021 | 9,090,588 | (33,594) | 4,395,365 | 1,078,429 | 50.2 | 206.8 | (58.2) | 96.7 | | 2020 | 8,626,209 | 10,369,020 | 5,125,166 | 5,742,921 | 128.5 | 150.0 | (51.2) | 99.9 |

  52. Pay Versus Performance Table

    (1) The PEO in all reporting years is John T. (Jack) McDonald. The NEOs in the 2024 reporting year are: Michael D. Hill, Matt Breslin, Karen Cummings, Daniel Doman and Oliver Yates. The NEOs in the 2023 reporting year are: Michael D. Hill, Daniel Doman, Oliver Yates, and Paul Miller. The NEOs in the 2022 reporting year are: Michael D. Hill, Kin Gill, Daniel Doman, Ian Burk and Rodney C. Favaron. The NEOs in the 2021 reporting year are: Michael D. Hill, Kin Gill and Rodney C. Favaron. The NEOs in the 2020 reporting year are: Michael D. Hill, Rodney C. Favaron and Timothy W. Mattox. (2) The dollar amounts reported are the amounts of total compensation reported for Mr. McDonald for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation—2024 Summary Compensation Table.” (3) The dollar amounts reported represent the amount of compensation actually paid (“CAP”) to Mr. McDonald, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McDonald during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. McDonald’s total compensation for each year to determine the CAP. (4) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. (5) The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to the NEOs’ (excluding the applicable PEO) total compensation for each year to determine the CAP. (6) Represents the year-over-year value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019 in the Company. The Company has not paid any cash dividends and, therefore, the Cumulative TSR calculation on its Common Stock is based solely upon stock price appreciation or depreciation and does not include any reinvestment of cash dividends. (7) The peer group used for this purpose is the NASDAQ Computer Technology Index, which is consistent with the disclosure required under Regulation S-K Item 201(e).

  53. Pay Versus Performance Calculation Detail

    Pay Versus Performance Calculation Detail

  54. Pay Versus Performance Calculation Detail

    | | PEO | | | | | NEO AVERAGE | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $3,903,514 | $2,915,546 | $8,330,437 | $9,090,588 | $8,626,209 | $1,054,128 | $1,286,574 | $2,023,148 | $4,395,365 | $5,125,166 | | Less: Reported Fair Value of Equity Awards(1) | $(3,202,500) | $(2,325,000) | $(7,749,375) | $(8,319,184) | $(8,035,196) | $(587,730) | $(910,013) | $(1,724,570) | $(3,989,417) | $(5,056,500) | | Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested | $723,335 | $845,997 | $1,132,023 | $744,022 | $8,502,148 | $439,787 | $306,673 | $367,775 | $982,933 | $3,824,243 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested | $(14,584) | $(259,791) | $(221,378) | $(617,667) | $610,800 | $4,492 | $(114,190) | $(127,923) | $(776,423) | $254,500 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $3,764,686 | $139,336 | $439,625 | $746,243 | $769,776 | $105,127 | $151,527 | $247,244 | $945,402 | $1,636,069 | | Add: Changes in Fair Value of Equity Awards Granted in Prior Years that vested in the Year | $(125,579) | $(250,936) | $(264,799) | $(1,677,596) | $(104,717) | $(72,604) | $(116,129) | $(214,450) | $(479,431) | $(40,557) | | Compensation Actually Paid | $5,048,872 | $1,065,152 | $1,666,533 | $(33,594) | $10,369,020 | $943,200 | $604,442 | $571,224 | $1,078,429 | $5,742,921 |

  55. Pay Versus Performance Calculation Detail

    (1) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. Refer to “Executive Compensation—Summary Compensation Table.”

  56. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable and at-risk pay philosophy, with a significant portion of our NEOs pay tied to our stock price performance, which is reflected in the CAP amounts shown in the tables above and below. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table” above.

  57. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The relationship between (a) the amount of compensation actually paid to Mr. McDonald and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDonald) and (b) the Company’s cumulative TSR over the period is reflected below.

  58. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The relationship between (a) the amount of compensation actually paid to Mr. McDonald and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDonald) and (b) the Company’s net loss for the years ended December 31, 2020, 2021, 2022, 2023 and 2024 is reflected in the graph below.

  59. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA As described above, Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, adjusted for depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition and divestiture related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue and impairment of goodwill. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when setting goals in the Company’s short-term incentive compensation program. The relationship between (a) the amount of compensation actually paid to Mr. McDonald and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDonald) and (b) the Company’s Adjusted EBITDA for the years ended December 31, 2020, 2021, 2022, 2023 and 2024 is reflected below.