DEF 14A of Upland Software, Inc., Apr 20, 2026

DEF 14A of Upland Software, Inc.

Filed Apr 20, 2026 · FY20250001505155-26-000022

Open on EDGAR

  1. QUESTIONS

    | Proxy Statement Information on Voting | 1 | | Proposal One: Election of Director | 4 | | Directors and Corporate Governance | 5 | | Director Compensation | 14 | | Executive Officers | 16 | | Security Ownership of Certain Beneficial Owners and Management | 17 | | Certain Relationships and Related Party Transactions | 19 | | Executive Compensation | 20 | | Summary Compensation Table | 22 | | Outstanding Equity Awards at Fiscal Year-End Table | 23 | | Executive Employment and Other Arrangements | 24 | | Potential Payments upon Termination or Change-in-Control | 25 | | Pay Versus Performance | 27 | | Audit Committee Report | 29 | | Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm | 30 | | Proposal Three: Advisory Vote on Executive Compensation | 32 | | Proposal Four: Approval of the Adoption of an Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split of our Common Stock | 33 | | Proposal Five: Approval of an Amendment to the Upland Software, Inc. 2024 Omnibus Incentive Plan | 40 | | Proposal Six: Approval of the Adjournment Proposal | 49 | | Other Matters | 50 | | Stockholders Sharing the Same Last Name and Address | 51 | | Appendix A | 52 | | Appendix B | 54 | | Proxy Card | 67 |

  2. 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 nominee for director is elected, following the Annual Meeting, our Board would consist of the following individuals:

  3. Directors

    | Name | Position with Upland | Age as of the Annual Meeting | Director Since | | David Chung | Director | 58 | 2022 | | Stephen E. Courter | Director | 71 | 2014 | | Timothy W. Mattox | Director | 60 | 2024 | | David D. May | Lead Independent Director | 63 | 2016 | | John T. (Jack) McDonald(1) | Director, Chief Executive Officer, President, and Chair | 62 | 2010 | | Teresa Miles Walsh | Director | 62 | 2020 |

  4. Directors

    (1) Mr. McDonald intends to retire from his position as Chief Executive Officer and President on April 30, 2026. 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. 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 previously served on the board of directors of Movella, Inc. from 2023 to 2025 and 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. 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. 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. John T. (Jack) McDonald founded the Company and has served as our Chair of our Board since our founding in July 2010. His biography is included under the section entitled “Proposal One: Election of Director” above. 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.

  5. Directors

    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. During the year ended December 31, 2025, the annual retainer for non-employee Board members was $30,000 and the Lead Independent Director received an additional annual retainer of $20,000. Members of our committees, all of whom are non-employee directors, received 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

    During the year ended December 31, 2025, non-employee directors were eligible for equity awards pursuant to 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. Each person who first becomes a non-employee director may receive 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, an annual award of RSUs valued at $175,000 may be granted. Both initial awards and annual awards of RSUs generally vest in equal quarterly installments beginning approximately on the 3-month anniversary of the grant date, provided the participant continues as a director through such dates. The number 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. 2025 Director Compensation

    2025 Director Compensation The following table presents information regarding the compensation earned or paid during 2025 to our non-employee directors who served on the Board during the year ended December 31, 2025. 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 2025 of 25,000 RSUs. Mr. McDonald, our sole employee director, did not receive compensation for his service as a member of the Board in 2025.

  11. 2025 Director Compensation

    | Name of Director | Fees Earned or Paid in Cash | Restricted Stock Units(1) | Total | | David Chung | $47,500 | $53,000 | $100,500 | | Stephen E. Courter | $55,000 | $53,000 | $108,000 | | Timothy W. Mattox | $30,000 | $53,000 | $83,000 | | David D. May | $74,500 | $53,000 | $127,500 | | Teresa Miles Walsh | $47,500 | $53,000 | $100,500 |

  12. 2025 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 October 27, 2025. The following table presents information regarding the unvested restricted stock units and outstanding option awards held at December 31, 2025 by our non-employee directors who served on the Board during the year ended December 31, 2025.

  13. 2025 Director Compensation

    | Name of Director | Unvested Restricted Stock Units | Outstanding Option Awards | | David Chung | 12,500 | — | | Stephen E. Courter(1) | 12,500 | 22,012 | | Timothy W. Mattox | 12,500 | — | | David D. May(1) | 12,500 | 24,809 | | Teresa Miles Walsh | 12,500 | — |

  14. 2025 Director Compensation

    (1) Unexercised stock options held by the directors were fully vested as of December 31, 2025.

  15. 2026 Director Compensation

    2026 Director Compensation Effective April 1, 2026, the annual retainer for non-employee Board members will be $135,000. The Chair of the Board will receive an additional annual cash fee of $50,000 and each committee chair will receive an additional annual cash fee of $15,000. No equity awards are expected to be granted to our non-employee directors during the year ended December 31, 2026.

  16. 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 | |

  17. 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 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. Additionally, the Compensation Committee has the ability to apply positive and negative discretion to modify performance bonus payments. •Equity Awards: RSUs and Performance-based RSUs (“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.

  18. 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.

  19. 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, 2025, 2024, and 2023 by our NEOs.

  20. 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 Chief Executive Officer, President, and Chair | 2025 | 500,000 | — | 4,235,000(3) | — | 39,820(2) | 4,774,820 | | | 2024 | 500,000 | — | 3,202,500 | 163,684 | 37,330 | 3,903,514 | | | 2023 | 325,000 | 250,000 | 2,325,000 | — | 15,546 | 2,915,546 | | Michael D. Hill Chief Financial Officer, Treasurer, and Corporate Secretary | 2025 | 300,000 | — | 317,800 | — | — | 617,800 | | | 2024 | 300,000 | — | 429,000 | 61,382 | — | 790,382 | | | 2023 | 300,000 | 75,000 | 852,000 | — | — | 1,227,000 | | Daniel Doman Chief Product and Operating Officer | 2025 | 447,917 | — | 1,286,500 | — | — | 1,734,417 | | | 2024 | 375,000 | — | 643,500 | 30,691 | — | 1,049,191 | | | 2023 | 300,000 | — | 852,000 | — | — | 1,152,000 |

  21. 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 12 – Stockholders’ Deficit” of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 3, 2026. (2) Mr. McDonald’s other compensation relates to amounts paid for executive administrative assistance in 2025. (3) For Mr. McDonald, the grant date fair value of his 2025 PSU was $3,100,000 (per share fair value of $12.40 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 2025 PSU would have been a grant date value of $3,405,000.

  22. 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, 2025.

  23. Outstanding Equity Awards At Fiscal Year-End Table

    | Name | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | John T. (Jack) McDonald (10) | 83,333(2) | $119,166 | | | | | 166,667(3) | $238,334 | | | | | | | 250,000(4) | $357,500 | | Michael D. Hill | 33,333(5) | 47,666 | | | | | 46,667(6) | 66,734 | | | | Daniel Doman | 50,000(7) | 71,500 | | | | | 100,000(8) | 143,000 | | | | | 291,667(9) | 417,084 | | |

  24. Outstanding Equity Awards At Fiscal Year-End Table

    (1) Market value calculated using the closing price of our common stock as of December 31, 2025 of $1.43. (2) 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, except as otherwise specified in the Executive Employment Agreement between the Company and Mr. McDonald. (3) 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 3/16/2025 and ending on 12/31/2027, subject to executive continuing to be a service provider to the Company on each applicable date, except as otherwise specified in the Executive Employment Agreement between the Company and Mr. McDonald. (4) 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, 2025 of $1.43. 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, 2025 and ending on February 28, 2028 (the “Performance Period”) in accordance with the following schedule, will vest on the Vesting Dates (as defined below):

  25. 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% | 300% | Maximum | | 19.25% | 275% | | | 18.50% | 250% | | | 16.75% | 225% | | | 15.00% | 200% | | | 13.75% | 175% | | | 12.50% | 150% | | | 11.25% | 125% | | | 10.00% | 100% | Target | | 8.75% | 87.5% | | | 7.50% | 75% | | | 6.25% | 62.5% | | | 5.00% | 50% | Threshold | | < 5.00% | 0% | |

  26. Outstanding Equity Awards At Fiscal Year-End Table

    Stock price hurdles will be calculated based on the average closing price of Upland Common Stock on all trading days for the trailing thirty (30) calendar days measured thirty (30) calendar days after the blackout period opens after earnings are released for FY 2024 (the “Reference Price”). The Reference price was determined to be $2.85. Each stock price hurdle will be achieved on the first date on which the closing price of a Share for any thirty (30) 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, except as otherwise specified in the Executive Employment Agreement between the Company and Mr. McDonald. Any Performance Units which have not vested following the completion of the Performance Period shall immediately expire and be forfeited. (5) 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. (6) Represents the remaining unvested RSUs of an original award of 70,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 3/16/2025 and ending on 12/16/2027, subject to executive continuing to be a service provider to the Company on each applicable date. (7) 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. (8) 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 3/16/2025 and ending on 12/16/2027, subject to executive continuing to be a service provider to the Company on each applicable date. (9) Represents the remaining RSUs of an original award of 350,000 RSUs that vest pursuant to the following vesting schedule: twelve equal quarterly installments starting on 9/16/2025 and ending on 6/16/2028, subject to executive continuing to be a service provider to the Company on each applicable date. (10) 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).

  27. 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. 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 Mr. Doman, 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.

  28. 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 each of the last three reporting years. The table below presents information on the compensation of our Chief Executive Officer and our other named executive officers (“NEOs”) in comparison to certain performance metrics for 2025, 2024, and 2023. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K.

  29. Pay Versus Performance Table

    Pay Versus Performance Table

  30. Pay Versus Performance Table

    | 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) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(5) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(6) | Net Loss (in millions) ($) | | 2025 | 4,774,820 | 785,553 | 1,176,109 | 519,134 | 20.06 | (40.4) | | 2024 | 3,903,514 | 5,048,872 | 1,054,128 | 943,200 | 60.87 | (112.7) | | 2023 | 2,915,546 | 1,065,152 | 1,286,574 | 604,442 | 59.33 | (179.9) |

  31. Pay Versus Performance Table

    (1) The PEO in all reporting years is John T. (Jack) McDonald. The NEOs in the 2025 reporting year are: Michael D. Hill and Daniel Doman. 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. (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—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, 2022 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.

  32. Pay Versus Performance Calculation Detail

    Pay Versus Performance Calculation Detail

  33. Pay Versus Performance Calculation Detail

    | | PEO | | | NEO AVERAGE | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $4,774,820 | $3,903,514 | $2,915,546 | $1,176,109 | $1,054,128 | $1,286,574 | | Less: Reported Fair Value of Equity Awards(1) | $(4,235,000) | $(3,202,500) | $(2,325,000) | $(802,150) | $(587,730) | $(910,013) | | Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested | $595,834 | $723,335 | $845,997 | $313,409 | $439,787 | $306,673 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested | $(242,499) | $(14,584) | $(259,791) | $(121,250) | $4,492 | $(114,190) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $185,520 | $3,764,686 | $139,336 | $139,451 | $105,127 | $151,527 | | Add: Changes in Fair Value of Equity Awards Granted in Prior Years that vested in the Year | $(293,122) | $(125,579) | $(250,936) | $(186,435) | $(72,604) | $(116,129) | | Compensation Actually Paid | $785,553 | $5,048,872 | $1,065,152 | $519,134 | $943,200 | $604,442 |

  34. 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.”

  35. 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,” 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.

  36. 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.

  37. 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, 2023, 2024, and 2025 is reflected in the graph below.