DEF 14A of Bandwidth Inc., Apr 15, 2025

DEF 14A of Bandwidth Inc.

Filed Apr 15, 2025 · FY20240001514416-25-000062

Open on EDGAR

  1. Table of Contents

    | EXECUTIVE COMPENSATION INFORMATION | 41 | | Summary Compensation Table | 41 | | 2024 Grants of Plan-Based Awards | 42 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 43 | | Option Exercises and Stock Vested in 2024 | 44 | | 2024 Pension Benefits | 45 | | 2024 Nonqualified Deferred Compensation | 45 | | Potential Payments upon Termination or Change in Control | 46 | | 2024 CEO Pay Ratio | 47 |

  2. Table of Contents

    | PAY VERSUS PERFORMANCE | 48 | | 2024 Pay Versus Performance Table | 48 | | Narrative Disclosure to Pay Versus Performance Table | 49 |

  3. Table of Contents

    | DIRECTOR COMPENSATION | 51 | | Non-Employee Director Compensation Program | 51 | | 2024 Director Compensation | 52 |

  4. Nominees for Director

    Nominees for Director John C. Murdock joined Bandwidth in 2008 and served as President until December 2018. Mr. Murdock previously served as Bandwidth’s General Counsel. Mr. Murdock also currently serves as a member of the board of directors of Relay, Inc., ArenaCX, Inc. and Double D, LLC (DBA Paper Water Bottle). Prior to joining Bandwidth, Mr. Murdock founded a specialized law firm with a national level complex civil litigation practice. As a Marine officer, Mr. Murdock served on active duty, including combat service in Operation Desert Shield/Storm. Mr. Murdock obtained a B.S. in Finance from Miami University of Ohio, with an NROTC scholarship and a J.D. from the University of Notre Dame Law School. Mr. Murdock was selected to serve on our board of directors due to his experience as the Company’s former President and former General Counsel, and his general experience in the communications industry. Douglas A. Suriano has served as a director of Bandwidth since 2017. Until 2019, Mr. Suriano was Senior Vice President and General Manager of Oracle Communications. Mr. Suriano joined Oracle Communications in 2013 as Vice President of Products following Oracle Communications’ acquisition of Tekelec, Inc. At Tekelec, Inc., Mr. Suriano served as Chief Technology Officer and Vice President of Engineering. Prior to Tekelec, Inc., Mr. Suriano served as the Vice President of Engineering at dynamicsoft, Inc. and Chief Information Officer for QAD, Inc. Before QAD, Inc., Mr. Suriano managed the information technology division for the United States Marine Corps. Mr. Suriano holds a B.S. degree from the U.S. Naval Academy and an M.S. in information technology from the U.S. Naval Postgraduate School. Mr. Suriano was selected to serve on our board of directors due to his leadership experience with companies in the information technology and communications industries.

  5. Class III Directors Continuing in Office Until the 2026 Annual Meeting

    Class III Directors Continuing in Office Until the 2026 Annual Meeting David A. Morken. Refer to “Executive Officers” in this proxy statement for Mr. Morken’s biographical information. Rebecca G. Bottorff. Refer to “Executive Officers” in this proxy statement for Ms. Bottorff’s biographical information.

  6. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    Class I Directors Continuing in Office Until the 2027 Annual Meeting Brian D. Bailey has served as a director since 2013. Mr. Bailey is a Co-Founder and Managing Partner of Carmichael Partners, a private investment firm based in Charlotte, North Carolina. Prior to forming Carmichael Partners, he worked in private equity at The Carlyle Group in Washington, D.C., Forstmann Little & Co. in New York and Carousel Capital in Charlotte. In addition to his private equity background, Mr. Bailey previously held investment banking positions at Bowles Hollowell Conner & Co. in Charlotte and CS First Boston in New York and served in several government positions in Washington, D.C. including Special Assistant to the President in the Office of the White House Chief of Staff and Director of Strategic Planning and Policy at the U.S. Small Business Administration. Mr. Bailey also currently serves on the board of directors of FIBA ClubCo LLC, Relay, Inc. and the TDF Foundation. He has previously served on the board of directors of a number of private, public and nonprofit organizations. Mr. Bailey holds a B.A. degree from the University of North Carolina at Chapel Hill and an M.B.A. degree from the Stanford Graduate School of Business. Mr. Bailey was selected to serve on our board of directors due to his extensive financial acumen, his experience gained from directorships at other companies and his investment banking background. Lukas M. Roush has served as a director since 2018. Mr. Roush co-founded Sovereign’s Capital, a private equity firm, in 2012 and currently serves as a Managing Partner. Prior to Sovereign’s Capital, Mr. Roush served as Vice President for Sales, Marketing, and Business Development at TransEnterix, a medical device company that developed and commercialized a minimally invasive surgical system in the United States, Europe, and Asia. Prior to joining TransEnterix, Mr. Roush served as Chief Operating Officer at Liquidia Technologies, a nanotechnology company focused on biopharmaceutical applications. Mr. Roush previously served as global marketing manager for the neurovascular stroke business at Boston Scientific. Mr. Roush also currently serves on the board of directors of Crown Financial Ministries and Brotherhood Mutual Insurance Company. Mr. Roush graduated summa cum laude from Duke University, and later earned his M.B.A. from The Fuqua School of Business. Mr. Roush was selected to serve on our board of directors due to his sales, marketing and operations leadership background at other companies, his extensive financial qualifications and his experience in private equity including directorships at other companies.

  7. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The independent members of our board of directors are responsible for nominating suitable candidates to the board of directors (including candidates to fill any vacancies that may occur) and for assessing their qualifications. Such board members may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means they deem to be appropriate in the evaluation process. Our full board of directors discusses and evaluates the qualities and skills of each candidate recommended for nomination, both on an individual basis and considering the overall composition and needs of our board of directors. Following this evaluation process, our board approves director nominees for election to the board of directors.

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is currently composed of six members. In accordance with our second amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, two Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of the Company.

  9. Provisions of the Third A&R Plan Relating to Director Compensation

    Provisions of the Third A&R Plan Relating to Director Compensation The Third A&R Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Third A&R Plan’s limitations. The plan administrator will from time to time determine the terms, conditions, and amounts of all non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances, and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value of any equity awards granted under the Third A&R Plan as compensation for services as a non-employee director during any fiscal year may not exceed $450,000 (increased to $650,000 in the fiscal year of a non-employee director’s initial year of service as a non-employee director). The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, subject to the limitations in the Third A&R Plan.

  10. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights The important features of our executive compensation program for 2024 included the following: ● We tie a substantial portion of executive pay to performance. We believe that a substantial portion of our named executive officers’ compensation should be variable, at risk, and tied directly to our measurable performance. For 2024, 75% of our Chief Executive Officer’s target total compensation (which includes equity compensation) and an average of 69% of our other named executive officers’ target total compensation was linked to performance. ● We generally target our executive compensation levels at or above the medians of market benchmarks. We design our executive compensation program to provide competitive pay levels to attract, motivate, and retain talented executives. Our 2024 cash and equity compensation levels are generally competitive with the 50th percentile among our peer companies and other companies surveyed by our compensation consultant. ● We link executive bonuses to corporate objectives. Our annual performance-based bonus opportunities for all of our named executive officers depend on our achievement of annual corporate objectives we establish each year and the individual executive officer’s contributions towards our achievement of these annual corporate objectives. ● We emphasize long-term equity incentives. Equity awards are fundamental to our executive compensation program, and we generally believe equity-based awards align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders, and by encouraging our executive officers to remain in our long-term employ. Equity awards comprise the primary “at-risk” portion of our named executive officer compensation package. Generally, restricted stock units (“RSUs”) constitute the equity incentive component of our executive compensation package. We believe granting RSUs subject to vesting conditions based on the executive officer’s continued employment aligns the interests of our executive officers with those of shareholders, while also providing value to the recipient not based solely on stock price appreciation. ● Our equity awards granted to our executive officers generally have multiple-year vesting requirements, consistent with our retention objectives, although we have granted some equity awards with time- based vesting of less than one year to our directors and executive officers. We also granted fully vested RSUs in March 2025 to our executive officers as payment for bonuses earned with respect to the 2024 fiscal year under our 2024 MBO Bonus Plan (defined below). ● We do not provide our executive officers with any special health or welfare benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. ● We generally do not provide executive fringe benefits or perquisites to our executives, such as car allowances or tax reimbursement payments. Our executives can utilize certain financial advice services that we make available to all employees. ● Our compensation committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. Meridian advised the compensation committee on market practices, including identifying a peer group of companies and their compensation practices. Meridian also helped our compensation committee assess the Company’s individual and total compensation programs against these peer companies, the general marketplace, and other industry data points. ● We prohibit hedging and pledging of Company stock.

  11. Objectives, Philosophy and Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Annual Base Salary (fixed) | •Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | •We establish fixed cash compensation, which we periodically review and adjust if and when appropriate. •We determine each executive officer’s fixed cash compensation based on a variety of factors, including the executive officer’s performance, experience, skills, position, and scope of responsibility, as well as the competitive marketplace for executive talent specific to our industry. •We also consider our performance and the market data provided by our independent compensation consultant. | | Annual Performance Bonus (at-risk short term incentive) | •Motivates and rewards the achievement of our annual corporate objectives and individual contributions. | •We establish target bonus amounts, which we periodically review and adjust if and when appropriate, unless established by an employment agreement. •Our compensation committee determines each executive officer’s target bonus based upon a variety of factors, including the executive officer’s anticipated impact on our company and our achievement of our corporate objectives, the individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, and competitive bonus opportunities in our industry. • We generally communicate each executive officer’s target bonus at the beginning of the year, unless established by an employment agreement. Our compensation committee determines each executive officer’s actual bonus amounts after the end of the year, based on the achievement of our annual corporate objectives and the executive’s achievement of his or her individual performance objectives. | | Long-Term Equity Incentive (at-risk long-term incentives) | •Motivates and rewards the achievement of our long-term corporate objectives and performance. •Aligns our executives’ interests with our stockholders’ interests in growing sustainable long-term value. •Attracts and retains highly qualified executives and encourages their continued employment over the long term. | •We generally review equity incentives annually for existing executives, considering our performance and the market data provided by our independent compensation consultant. •We also generally review equity incentives as appropriate during the year for new hires, promotions, or other special circumstances. •We believe equity incentives enhance executive retention and periodically reward significant achievement. •We determine individual awards based on a variety of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. •Our equity incentives generally consist solely of RSUs. |

  12. Objectives, Philosophy and Elements of Executive Compensation

    We believe we provide competitive compensation to each of our executive officers that offers significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that our approach appropriately blends short-term and long-term incentives to maximize stockholder value. We do not have formal policies for allocating compensation among salary, annual performance bonus awards, and equity grants, among short-term and long-term compensation, or among cash and non-cash compensation. Our compensation committee establishes a total compensation program for each named executive officer that balances current, short-term, and long-term incentive compensation, and cash and non-cash compensation, which our compensation committee believes will allow our executive compensation program to appropriately support the achievement of our corporate objectives. Our compensation committee generally has structured a substantial portion of the named executive officers’ total target compensation to consist of annual performance-based bonus opportunities and long-term equity awards to align the executive officers’ incentives with our corporate objectives and our stockholders’ interest in the growth of sustainable long-term value.

  13. Role of our Compensation Committee, Management and the Board

    Role of our Compensation Committee, Management and the Board Our executive compensation program is administered and overseen by our compensation committee, in consultation with our board of directors, including with respect to the Company’s compensation policies, plans and programs, administration of Company equity plans and its responsibilities related to the compensation of the Company’s executive officers, directors, and senior management, as appropriate. For more information about the compensation committee’s oversight of the executive compensation program, see the section titled “Board of Directors and Corporate Governance—Board Meetings and Committees—Compensation Committee” beginning on page 7 of this proxy statement. Our compensation committee consists solely of independent members of our board of directors. Our compensation committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines, annually, the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers. In particular, our compensation committee determines appropriate target levels and performance measures and the allocation between short-term and long-term compensation and between cash and equity-based awards, in order to establish an overall compensation program it believes is appropriate for each named executive officer. Our compensation committee does not delegate authority to approve executive officer compensation. Our compensation committee also may make decisions throughout the year for new hires, promotions, or other special circumstances as it determines appropriate. Our compensation committee does not maintain a formal policy regarding the timing of equity awards to our executive officers, and generally approves the grant of equity awards to executive officers at a regularly scheduled meeting or by written consent consistent with discussion at a prior regularly scheduled meeting. Our compensation committee works with and receives information and analyses from management, including members of our Finance, Legal, and People Services teams, and considers and evaluates this information to determine the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our compensation committee also works with and receives input from our Chief Executive Officer. Outside of the presence of any other named executive officers, our Chief Executive Officer evaluates and provides to the compensation committee executive officer performance assessments, recommendations and proposals regarding executive officer compensation programs, and decisions affecting base salaries, performance bonuses, equity compensation, and other compensation-related matters. Our compensation committee retains the final authority to set compensation for all named executive officers. Our Chief Executive Officer discusses his own performance and compensation with the compensation committee, but he does not participate in the committee’s deliberations. Our compensation committee meets in executive session without the Chief Executive Officer to evaluate his performance and determine his compensation. From time to time, our compensation committee may invite members of management, other employees, and outside advisors or consultants to make presentations, provide financial or other background information or advice, or otherwise participate in compensation committee meetings. Members of management, including our Chief Executive Officer, may attend portions of our compensation committee’s meetings. Our Finance, Legal, and People Services teams work closely with our Chief Executive Officer to design and develop recommended executive compensation for our named executive officers and other senior executives, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer data comparisons and other briefing materials, and ultimately to implement the decisions of the compensation committee.

  14. Role of Compensation Consultant

    Role of Compensation Consultant The work of Meridian, as consultants to the compensation committee, included advising on the Company’s compensation practices relative to its peer group, a compensation risk assessment, review of executive officer and director compensation, the development of a new peer group to be used for 2024 executive and director compensation, and general advice to the compensation committee throughout 2024 on the market positioning of the Company’s compensation programs. Our compensation committee analyzed in 2024 whether the work of Meridian as compensation consultants raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our compensation committee determined that the work of Meridian, and the individual compensation advisors it employs, do not create any conflict of interest pursuant to the SEC rules and Nasdaq listing standards.

  15. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Our compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our compensation committee directed Meridian to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete for top talent. As directed by our compensation committee, Meridian developed our peer group in consultation with our management team and our compensation committee. The compensation committee, in consultation with Meridian and with management, approved a group of companies that would be appropriate peers based on our industry focus and size (based on employee headcount, revenues and market capitalization), as well as companies with whom we compete for talent. The peer group used by our compensation committee in making executive pay decisions for 2024 was as follows:

  16. Use of Competitive Market Compensation Data

    | 8x8 | LivePerson | Telos | | Alarm.com | Model N | Twilio | | Appian | Ooma | Upland Software | | Calix | PagerDuty | Wolfspeed | | Cogent Communications | Paycom Software | Workiva | | Domo | PROS Holdings | Yext | | Everbridge | RingCentral | | | Five9 | SolarWinds | |

  17. Use of Competitive Market Compensation Data

    Vonage, Ping Identity and SailPoint were removed from our peer group for 2024 due to merger and acquisition activity, and Paylocity, Shutterstock and QuinStreet were removed as they were deemed less of a fit compared to prior years. Paycom Software, Wolfspeed, LivePerson and Ooma were added to our peer group for 2024, as our compensation committee determined they were appropriate peers due to their more similar comparison to our industry and/or size. Using data compiled from the public filings of these peer companies and data from Meridian’s national survey of companies similar to us, which we refer to as peer, or “benchmarking,” data, Meridian completed an assessment of our executive compensation to inform our compensation committee’s determinations regarding executive compensation for 2024. Meridian prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th and 75th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (valued based both on an approximation of grant date fair value and as well as ownership percentage), total target cash compensation (base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our executive officers. The compensation committee does not have a defined percentile of market to target executive compensation levels, although our executive compensation levels generally fall at approximately the medians of market ranges. Our compensation committee considers market data as only one factor when making compensation decisions, and considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  18. Annual Performance Bonus

    Annual Performance Bonus Our compensation committee believes that the payment of annual incentive compensation provides motivation necessary to retain the named executive officers and reward them for short-term company performance. On February 1, 2024, our compensation committee approved the adoption of our 2024 “Management by Objective” Bonus Plan (the “2024 MBO Bonus Plan”) for our executive officers, including the named executive officers. The 2024 MBO Bonus Plan encourages our named executive officers to contribute to the profitability, growth and increased value of the Company. Amounts payable under our 2024 MBO Bonus Plan were determined as follows: ● Each executive officer has a target incentive compensation amount (the “Individual Target Bonus”). ● In February 2024, our compensation committee established Adjusted EBITDA, Non-GAAP Gross Margin and Revenue as the corporate performance objectives (collectively, the “Corporate Objectives”) under the 2024 MBO Bonus Plan, and also set target performance levels for and the respective weighting of each Corporate Objective. Each executive officer’s individual objectives for 2024 were generally based on the executive officer’s role and its relationship to and areas of potential impact on our strategic business imperatives, such as achieving Company financial objectives, improving efficiencies, increasing customer opportunities and satisfaction, developing and managing a talented workforce, and managing compliance. ● Following the conclusion of the 2024 calendar year, our compensation committee: o assessed our financial results for 2024, and determined the degree of achievement of each Corporate Objective. Based on the respective weighting of each Corporate Objective, our compensation committee determined an overall corporate achievement percentage for the 2024 MBO Bonus Plan (the “Corporate Achievement Percentage”); and o determined each executive officer’s achievement of the executive officer’s individual objectives, expressed as a percentage of the applicable performance goal (the “Individual Achievement Percentage”). Our Chief Executive Officer provided to our compensation committee performance assessments for each executive officer (other than himself) and his recommendations for each executive officer’s Individual Achievement Percentage. ● Each executive officer’s individual bonus under the 2024 MBO Bonus Plan was calculated as follows: o The executive officer’s Individual Target Bonus, multiplied by o The Corporate Achievement Percentage, multiplied by o The executive officer’s Individual Achievement Percentage. The Individual Target Bonus under the 2024 MBO Bonus Plan for each named executive officer was as follows:

  19. Annual Performance Bonus

    | Executive | Target Bonus ($) | | David A. Morken | 516,476 | | Daryl E. Raiford | 328,313 | | Rebecca G. Bottorff | 183,627 | | R. Brandon Asbill | 185,753 | | Devesh Agarwal | 226,047 | | Anthony F. Bartolo | 315,000 |

  20. Annual Performance Bonus

    Following the conclusion of the 2024 calendar year, our compensation committee determined that the Corporate Achievement Percentage for 2024 was 106.2%. Our compensation committee then determined the Individual Achievement Percentage for each of Messrs. Morken, Raiford, Asbill and Agarwal, and Ms. Bottorff. The Corporate Achievement Percentage and Individual Achievement Percentage yielded bonuses under the 2024 MBO Bonus Plan for our named executive officers as follows:

  21. Annual Performance Bonus

    | Executive(1) | 2024 MBO Bonus Earned ($) | | David A. Morken | 548,498 | | Daryl E. Raiford | 352,141 | | Rebecca G. Bottorff | 195,012 | | R. Brandon Asbill | 196,283 | | Devesh Agarwal | 240,062 |

  22. Annual Performance Bonus

    ________________________ (1) Mr. Bartolo resigned from the Company effective July 1, 2024 and was not eligible to receive a bonus under our 2024 MBO Bonus Plan. For the details of Mr. Bartolo’s severance arrangement with the Company, see “Compensation Discussion and Analysis — Employment Agreements with Named Executive Officers”. Bonuses to our named executive officers for amounts earned with respect to the 2024 fiscal year under our 2024 MBO Bonus Plan were paid in the form of fully vested shares of common stock which were issued to the named executive officers on February 28, 2025. These shares had a grant date value equal to the value of the 2024 MBO Bonuses earned by our named executive officers, and these amounts are included in the “Stock Awards” column in the 2024 Summary Compensation Table in this proxy statement.

  23. Equity Awards

    Equity Awards Since our November 2017 initial public offering, we have granted equity awards in the form of RSUs, which we determined was advisable in order to align with peer company practices. In addition to aligning with market practice, we believe the use of RSUs improves the balance and risk profile of our compensation program as this form of award does not rely solely on stock price appreciation to provide value to the recipient. These awards are generally subject to vesting dependent on the executive officer’s continued employment. During 2024, our compensation committee did not have a formal policy for determining the value or type of equity-based awards to grant to our named executive officers. Rather, equity grants to our named executive officers were considered, evaluated and approved by our compensation committee as a component of each named executive officer’s total compensation, taking into account the compensation benchmarking conducted by our compensation consultant, the individual officer’s responsibilities and performance, and the recommendations of the Chief Executive Officer (except as to his own award of equity-based compensation). In November 2024, our compensation committee approved customary RSU grants for the named executive officers (except for Mr. Bartolo, who was no longer employed with the Company). These RSUs vest over 3 years, with 1/3 vesting on the first anniversary of the date of grant, and the remainder vesting in equal quarterly installments over the following 2 years, subject to continued service. The following table summarizes the RSUs made to our named executive officers during the 2024 fiscal year:

  24. Equity Awards

    | Executive | Total RSUs Granted in 2024 (# of RSUs) | | David A. Morken | 71,485 | | Daryl E. Raiford | 89,807 | | Rebecca G. Bottorff | 47,330 | | R. Brandon Asbill | 35,222 | | Devesh Agarwal | 33,183 | | Anthony F. Bartolo(1) | 88,168 |

  25. Equity Awards

    ________________________ (1) Granted in connection with Mr. Bartolo's departure from the Company on July 1, 2024. The Class A shares underlying these RSUs were released to Mr. Bartolo on March 14, 2025. See “Compensation Discussion and Analysis – Employment Agreements with Named Executive Officers” for details of Mr. Bartolo’s severance arrangement. Refer to the 2024 Grants of Plan-Based Awards table below for additional information, including vesting schedules, regarding the equity awards issued to our named executive officers in 2024.

  26. Employment Agreements with Named Executive Officers

    Employment Agreements with Named Executive Officers

  27. David A. Morken

    David A. Morken We entered into an employment agreement with David A. Morken as of January 1, 2015, and amendments thereto on March 9, 2017 and February 26, 2024 (collectively, as amended, the “Morken Agreement”). The Morken Agreement automatically renewed on January 1, 2025, and will automatically renew for additional one-year periods unless either Mr. Morken or we give at least 60 days’ notice of non-renewal to the other party. The Morken Agreement entitles Mr. Morken to receive a base salary and the opportunity to earn an annual performance-based bonus, with a target of 100% of base salary, subject to the achievement of individual and company performance goals to be mutually agreed by the compensation committee of the board of directors and Mr. Morken at the beginning of each calendar year. Under the terms of the Morken Agreement, if Mr. Morken’s employment is terminated by the Company other than for Cause (as defined in the Morken Agreement) or if Mr. Morken resigns for Good Reason (as defined in the Morken Agreement) (either, a “Morken Qualifying Termination”), then, subject to his execution of a general release of claims in our favor, Mr. Morken will receive (i) severance payments equal to 150% (or, if the Morken Qualifying Termination occurs within 12 months following a change in control of the Company or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control, 300%) of his base salary, plus (ii) 150% (or, if the Morken Qualifying Termination occurs within 12 months following a change in control of the Company or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control, 300%) of his target annual cash incentive bonus, payable over an 18 month period following the termination (or a 36 month period if the termination occurs within 12 months following a change in control of the Company). Mr. Morken will also be entitled to receive a healthcare stipend for 18 months (or 36 months if the Morken Qualifying Termination occurs within twelve months following a change in control or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control), grossed up for taxes, in an amount sufficient to facilitate his purchase of healthcare coverage and a lump sum amount equal to 18 months (or 36 months if the Morken Qualifying Termination occurs within twelve months following a change in control or Mr. Morken resigns for any reason within 12 months following an Unapproved Change in Control) of premiums for the term life insurance coverage then in effect. The Morken Agreement provides that any then outstanding and unvested stock options or shares of restricted stock will immediately vest, and the options will be exercisable for the remainder of their full original term, upon the earliest of (i) Mr. Morken’s death during the term of the Morken Agreement, (ii) a change in control of the Company, or (iii) a Morken Qualifying Termination. Mr. Morken has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for 12 months following termination of his employment. If payments to Mr. Morken from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Mr. Morken being subject to the excise tax imposed by Section 4999 of the Code. Mr. Morken has also entered into an Indemnification and Advancement Agreement with the Company.

  28. Daryl E. Raiford

    Daryl E. Raiford We entered into an employment agreement with Daryl E. Raiford on July 6, 2021, and an amendment thereto on March 25, 2022 (collectively, as amended, the “Raiford Agreement”). The Raiford Agreement automatically renewed on December 31, 2024 and will automatically renew for additional one-year periods unless either Mr. Raiford or we give at least 60 days’ notice of non-renewal to the other party. The Raiford Agreement entitles Mr. Raiford to receive a base salary and the opportunity to earn an annual performance-based bonus with a target of 75% of base salary, subject to the achievement of individual and company performance goals established by the compensation committee of the board of directors upon the recommendation of our Chief Executive Officer at the beginning of each calendar year. If Mr. Raiford’s employment is terminated by the Company other than for Cause (as defined in the Raiford Agreement) or if Mr. Raiford resigns for Good Reason (as defined in the Raiford Agreement) (either, a “Raiford Qualifying Termination”), then, subject to his execution of a general release of claims in our favor, Mr. Raiford will receive (i) severance payments equal to 100% (or, if the Raiford Qualifying Termination occurs within 12 months following a change in control of the Company, 150%) of his base salary, plus (ii) 100% (or, if the Raiford Qualifying Termination occurs within 12 months following a change in control of the Company, 150%) of his target annual cash incentive bonus, payable over a 12 month period following the termination (or an 18 month period if the termination occurs within 12 months following a change in control of the Company). Mr. Raiford will also be entitled to receive a lump sum equal to twelve months (or eighteen months if the Raiford Qualifying Termination occurs within twelve months following a change in control) of premiums for basic medical insurance and the term life insurance coverage then in effect. Upon a Raiford Qualifying Termination not in connection with a change in control, any unvested RSUs or other time-based equity award held by Mr. Raiford will become vested as to the portion (if any) that is scheduled to vest within the 6 months following Mr. Raiford’s termination. Any unvested RSUs or other time-based equity awards held by Mr. Raiford will become fully vested upon his death or upon a change in control of the Company. Mr. Raiford has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and from competing with us or soliciting our employees or customers during his employment and for 12 months following a termination of his employment. If payments to Mr. Raiford from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Mr. Raiford being subject to the excise tax imposed by Section 4999 of the Code. Mr. Raiford has also entered into an Indemnification and Advancement Agreement with the Company.

  29. Rebecca G. Bottorff

    Rebecca G. Bottorff We entered into an employment agreement with Rebecca G. Bottorff on December 6, 2019 (the “Bottorff Agreement”), which automatically renewed on December 31, 2024 and which will automatically renew for additional one-year periods unless either Ms. Bottorff or we give at least 60 days’ notice of non-renewal to the other party. The Bottorff Agreement entitles Ms. Bottorff to receive a base salary and the opportunity to earn an annual performance-based bonus with a target of 50% of base salary, subject to the achievement of individual and company performance goals established by the compensation committee of our board of directors upon the recommendation of our Chief Executive Officer at the beginning of each calendar year. If Ms. Bottorff’s employment is terminated by the Company other than for Cause (as defined in the Bottorff Agreement) or if Ms. Bottorff resigns for Good Reason (as defined in the Bottorff Agreement), then, subject to her execution of a general release of claims in our favor Ms. Bottorff will receive (i) severance payments equal to 100% of her base salary, plus (ii) 100% of her target annual cash incentive bonus, plus (iii) an amount sufficient to facilitate her purchase of health care coverage of her choice comparable to her then-current coverage for a period of 12 months. The severance payments will be payable over a 12 month period following Ms. Bottorff’s termination. In addition, Ms. Bottorff will also be entitled to receive a lump sum equal to twelve months of premiums for the term life insurance coverage then in effect for Ms. Bottorff. Under the Bottorff Agreement, any unvested restricted stock or stock options held by Ms. Bottorff will vest in full upon her death or upon a change in control of the Company. Ms. Bottorff has agreed to refrain from disclosing our confidential information during or at any time following her employment with us and from competing with us or soliciting our employees or customers during her employment and for 12 months following termination of her employment. If payments to Ms. Bottorff from us would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments would be reduced to the extent necessary to avoid the payment of any excess parachute payments and to avoid Ms. Bottorff being subject to the excise tax imposed by Section 4999 of the Code. Ms. Bottorff has also entered into an Indemnification and Advancement Agreement with the Company.

  30. Anthony F. Bartolo

    Anthony F. Bartolo In connection with Mr. Bartolo's resignation effective July 1, 2024, we entered into a letter agreement with Mr. Bartolo on July 1, 2024. The letter agreement provides for: (i) accelerated vesting of 62,630 RSUs held by Mr. Bartolo at the time of termination (the remaining 73,626 RSUs held by Mr. Bartolo were forfeited) and (ii) for a period of twelve months, the cash payment of a healthcare stipend in the amount of $2,540.00 per month (grossed-up for taxes) intended to facilitate Mr. Bartolo’s purchase of healthcare coverage. In addition, on July 1, 2024, we awarded Mr. Bartolo a fully vested award of RSUs, which was structured to be settled in shares on March 14, 2025, subject to his compliance with his existing agreements (including the restrictive covenants set forth therein). The number of shares to be settled was determined by dividing $1,107,760 by the closing price of the Company's Class A common stock on March 13, 2025, which resulted in the issuance of 74,597 shares of the Company's Class A common stock to Mr. Bartolo on March 14, 2025.

  31. Equity Benefit Plans

    Equity Benefit Plans For more information on our current equity compensation program and decisions regarding the grants of equity awards in 2024 for our named executive officers, see “Compensation Discussion and Analysis – 2024 Executive Compensation Program – Annual Performance Bonus” and “Compensation Discussion and Analysis – 2024 Executive Compensation Program – Equity Awards.”

  32. Analysis of Risks Presented by our Compensation Policies and Programs

    Analysis of Risks Presented by our Compensation Policies and Programs The compensation committee has reviewed our compensation policies and practices to assess whether they encourage employees to take inappropriate risks. The compensation committee has reviewed and assessed our compensation philosophy, terms and practices, including the mix of fixed and variable, short and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice. The compensation committee believes the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; rather, it believes the mix of short-term compensation (in the form of salary and annual bonus, if any, which is based on a variety of performance factors) and long-term compensation (in the form of stock options or RSUs) prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders. Our insider trading policy and prohibition against hedging and pledging of our stock also protect against short-term decision making.

  33. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2024, 2023 and 2022:

  34. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  35. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | David A. Morken | 2024 | 516,476 | — | 1,530,606 | — | 26,476 | 2,073,558 | | Chief Executive Officer | 2023 | 516,476 | — | 1,443,445 | — | 15,714 | 1,975,635 | | | 2022 | 494,235 | — | 3,770,123 | 514,993 | 20,141 | 4,799,492 | | Daryl E. Raiford | 2024 | 437,750 | — | 1,829,088 | — | 18,525 | 2,285,363 | | Chief Financial Officer | 2023 | 437,750 | — | 2,462,983 | — | 19,378 | 2,920,111 | | | 2022 | 425,000 | — | 2,277,598 | 335,459 | 12,200 | 3,050,257 | | Rebecca G. Bottorff | 2024 | 367,254 | — | 968,778 | — | 19,046 | 1,355,078 | | Chief People Officer | 2023 | 367,254 | — | 946,742 | — | 16,689 | 1,330,685 | | | 2022 | 351,439 | — | 1,186,696 | 186,762 | 14,778 | 1,739,675 | | R. Brandon Asbill | 2024 | 371,505 | — | 726,116 | — | 17,320 | 1,114,941 | | General Counsel | 2023 | 371,505 | — | 709,538 | — | 16,657 | 1,097,700 | | | 2022 | 357,216 | — | 1,434,939 | 185,179 | 13,874 | 1,991,208 | | Devesh Agarwal | 2024 | 350,000 | — | 739,216 | — | 17,133 | 1,106,349 | | Chief Operating Officer | | | | | | | | | Anthony F. Bartolo | 2024 | 211,591 | — | 2,190,633(3) | — | 45,416 | 2,447,640 | | Former Chief Operating Officer | 2023 | 420,000 | 350,000 | 980,283 | — | 15,270 | 1,765,553 | | | 2022 | 335,185 | 350,000 | 3,519,946 | 273,444 | 13,136 | 4,491,711 |

  36. 2024 Summary Compensation Table

    ________________________ (1) Amounts in this column reflect the aggregate grant date fair value of the shares underlying RSUs granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation transactions. The assumptions we used in valuing these equity awards are described in Note 11 to our consolidated financial statements included in our Annual Report and do not necessarily correspond to the actual economic value recognized or that may be recognized by the named executive officers. The amounts in this column for the 2024 fiscal year include amounts earned by the named executive officers under our 2024 MBO Bonus Plan and paid in the form of fully vested shares of Class A common stock issued to the named executive officers on February 28, 2025 with a grant date value equal to the amount earned. See “Compensation Discussion and Analysis – 2024 Executive Compensation Program – Annual Performance Bonus” for further information. (2) Amounts in this column for 2024 represent premiums for supplemental disability insurance coverage paid by the Company and matching contributions to our 401(k) savings plan made by the Company on the named executive officer’s behalf. See “Compensation Discussion and Analysis – Other Features of Our Executive Compensation Program” for more information on premiums for supplemental disability insurance coverage paid by the Company and matching contributions to our 401(k) savings plan. Amounts in this column for Mr. Bartolo for 2024 also include the healthcare stipend paid to Mr. Bartolo during 2024 in connection with his departure from the Company on July 1, 2024. See “Compensation Discussion and Analysis – Employment Agreements with Named Executive Officers” for details of Mr. Bartolo’s severance arrangement. (3) Amounts in the “Stock Awards” column for 2024 for Mr. Bartolo include $1,082,873, which represents the incremental fair value attributable to the acceleration of certain of Mr. Bartolo's RSUs, and $1,107,760 for the grant of RSUs to Mr. Bartolo in connection with his departure from the Company on July 1, 2024. See “Compensation Discussion and Analysis – Employment Agreements with Named Executive Officers” for details of Mr. Bartolo’s severance arrangement.

  37. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table shows certain information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2024.

  38. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  39. Grants of Plan-Based Awards in Fiscal 2024

    | | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | David A. Morken | MBO Bonus Plan | 12/31/24 | 441,587 | 516,476 | 774,714 | — | — | | | RSU Grant | 11/28/24 | — | — | — | 49,234 | 982,109 | | Daryl E. Raiford | MBO Bonus Plan | 12/31/24 | 280,707 | 328,313 | 492,469 | — | — | | | RSU Grant | 11/28/24 | — | — | — | 74,040 | 1,476,934 | | Rebecca G. Bottorff | MBO Bonus Plan | 12/31/24 | 157,001 | 183,627 | 275,441 | — | — | | | RSU Grant | 3/1/24 | — | — | — | 12,083 | 249,997 | | | RSU Grant | 11/28/24 | — | — | — | 26,257 | 523,769 | | R. Brandon Asbill | MBO Bonus Plan | 12/31/24 | 158,819 | 185,753 | 278,629 | — | — | | | RSU Grant | 11/28/24 | — | — | — | 26,561 | 529,833 | | Devesh Agarwal | MBO Bonus Plan | 12/31/24 | 193,270 | 226,047 | 339,071 | — | — | | | RSU Grant | 11/28/24 | — | — | — | 25,023 | 499,153 | | Anthony F. Bartolo(4) | RSU Grant | 7/1/24 | — | — | — | 74,597 | 1,107,760 | | | RSU Modification | 7/1/24 | — | — | — | 62,630 | 1,082,873 |

  40. Grants of Plan-Based Awards in Fiscal 2024

    ________________________ (1) The amounts set forth in these columns represent the threshold, target and maximum bonus amounts for each named executive officer for fiscal year 2024 under our 2024 MBO Bonus Plan, assuming an individual achievement score of 100%, and do not represent either additional or actual compensation earned by the named executive officers for the year ended December 31, 2024. The amount of the actual payments under the 2024 MBO Bonus Plan are included in the “Stock Awards” column of the “Summary Compensation Table” above, as such payments were made in the form of fully vested shares of Class A common stock issued to the named executive officers on February 28, 2025 with a grant date value equal to the amount earned by the named executive officers under the 2024 MBO Bonus Plan. For more information about our 2024 MBO Bonus Plan, see “Compensation Discussion and Analysis – 2024 Executive Compensation Program – Annual Performance Bonus.” (2) Represent RSUs granted under our 2017 Plan. The RSUs granted on November 28, 2024 to each of Mr. Morken, Mr. Raiford, Ms. Bottorff, Mr. Asbill and Mr. Agarwal vest as follows: (1) one-third on November 28, 2025; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2026, May 28, 2026, August 28, 2026, November 28, 2026, February 28, 2027, May 28, 2027, August 28, 2027, and November 28, 2027, in each case subject to the officer’s continued service with us through the applicable vesting date. See “Compensation Discussion and Analysis – 2024 Executive Compensation Program – Equity Awards” for additional information about these awards. (3) The dollar amounts in this column represent the aggregate grant date fair value of RSUs granted to the named executive officers in fiscal year 2024. These amounts have been calculated in accordance with ASC 718. The assumptions we used in valuing these awards are described in Note 11 to our consolidated financial statements included in our Annual Report, and do not necessarily correspond to the actual economic value recognized or that may be recognized by our named executive officers. (4) The amounts for Mr. Bartolo include: (a) accelerated vesting with respect to 62,630 unvested RSUs held by Mr. Bartolo that were scheduled to vest in August 2024 (3,015 RSUs), November 2024 (25,007 RSUs), February 2025 (8,512 RSUs) and March 2025 (29,096 RSUs), and which became fully vested on July 1, 2024, and (b) the grant of fully vested RSUs to Mr. Bartolo in connection with his departure from the Company on July 1, 2024, which RSUs were structured to be settled on March 14, 2025 with respect to the number of shares of our Class A common stock calculated by dividing $1,107,760 by the closing price of the Company's Class A common stock on March 13, 2025. The actual number of shares of our Class A common stock released to Mr. Bartolo on March 14, 2025 was 74,597, which is the amount shown in this table. Because Mr. Bartolo departed the Company on July 1, 2024, he was ineligible for a bonus award under our 2024 MBO Bonus Plan. See “Compensation Discussion and Analysis – Employment Agreements with Named Executive Officers” for details of Mr. Bartolo’s severance arrangement.

  41. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information about outstanding and unexercised stock options and unvested RSUs for each named executive officer as of December 31, 2024.

  42. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  43. Outstanding Equity Awards at December 31, 2024

    | | | Stock Awards | | | Executive | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock that Have Not Vested ($) (1) | | David A. Morken | 1/2/2021(2) | 1,021 | 17,377 | | | 1/2/2021(3) | 2,536 | 43,163 | | | 1/3/2022(4) | 5,835 | 99,312 | | | 1/3/2022(5) | 10,972 | 186,743 | | | 11/28/2022(6) | 16,945 | 288,404 | | | 11/28/2023(7) | 61,817 | 1,052,125 | | | 11/28/2024(8) | 49,234 | 837,963 | | | 12/31/2024(9) | 34,345 | 584,552 | | Daryl E. Raiford | 7/21/2021(10) | 4,690 | 79,824 | | | 1/3/2022(4) | 4,391 | 74,735 | | | 1/3/2022(5) | 4,359 | 74,190 | | | 11/28/2022(6) | 12,567 | 213,890 | | | 5/30/2023(11) | 63,613 | 1,082,693 | | | 11/28/2023(7) | 45,845 | 780,282 | | | 11/28/2024(8) | 74,040 | 1,260,161 | | | 12/31/2024(9) | 22,051 | 375,308 | | Rebecca G. Bottorff | 1/2/2021(2) | 515 | 8,765 | | | 1/3/2022(4) | 3,112 | 52,966 | | | 11/28/2022(6) | 9,037 | 153,810 | | | 8/28/2023(12) | 10,409 | 177,161 | | | 11/28/2023(7) | 32,967 | 561,098 | | | 11/28/2024(8) | 26,257 | 446,894 | | | 12/31/2024(9) | 12,211 | 207,831 | | R. Brandon Asbill | 1/18/2021(13) | 1,453 | 24,730 | | | 1/3/2022(4) | 3,163 | 53,834 | | | 1/3/2022(5) | 1,642 | 27,947 | | | 11/28/2022(6) | 9,141 | 155,580 | | | 11/28/2023(7) | 33,349 | 567,600 | | | 11/28/2024(8) | 26,561 | 452,068 | | | 12/31/2024(9) | 12,291 | 209,193 | | Devesh Agarwal | 8/8/2022(14) | 14,740 | 250,875 | | | 11/28/2022(6) | 8,612 | 146,576 | | | 11/28/2023(7) | 31,418 | 534,734 | | | 11/28/2024(8) | 25,023 | 425,891 | | | 12/31/2024(9) | 15,032 | 255,845 | | Anthony F. Bartolo | — | — | — |

  44. Outstanding Equity Awards at December 31, 2024

    ________________________ (1) The value of the RSUs shown in the table is calculated using a closing price of our Class A common stock as reported on the Nasdaq Global Select Market on December 31, 2024, which was $17.02. (2) RSUs vest as follows: (1) 12.5% quarterly on each of March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021; and (2) approximately 16.7% annually thereafter on January 2, 2023, January 2, 2024, and January 2, 2025, in each case subject to the officer’s continued service with us through the applicable vesting date. (3) RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 2, 2022, subject to Mr. Morken’s continued service with us through the applicable vesting date. (4) RSUs vest as follows: (1) 12.5% quarterly on each of March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022; and (2) approximately 16.7% annually thereafter on January 3, 2024, January 3, 2025, and January 3, 2026, in each case subject to the officer’s continued service with us through the applicable vesting date. (5) RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 3, 2023, subject to the officer’s continued service with us through the applicable vesting date. (6) RSUs vest as follows: (1) one-third on November 28, 2023; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2024, May 28, 2024, August 28, 2024, November 28, 2024, February 28, 2025, May 28, 2025, August 28, 2025, and November 28, 2025, in each case subject to the officer’s continued service with us through the applicable vesting date. (7) RSUs vest as follows: (1) one-third on November 28, 2024; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2025, May 28, 2025, August 28, 2025, November 28, 2025, February 28, 2026, May 28, 2026, August 28, 2026, and November 28, 2026, in each case subject to the officer’s continued service with us through the applicable vesting date. (8) RSUs vest as follows: (1) one-third on November 28, 2025; and (2) remaining two-thirds quarterly thereafter on each of February 28, 2026, May 28, 2026, August 28, 2026, November 28, 2026, February 28, 2027, May 28, 2027, August 28, 2027, and November 28, 2027, in each case subject to the officer’s continued service with us through the applicable vesting date. (9) Reflects the number of fully-vested shares of Class A common stock granted to each named executive officer on February 28, 2025 in respect of amounts earned by such named executive officer for fiscal year 2024 under our 2024 MBO Bonus Plan. The market value set forth in this table does not correspond to the actual economic value recognized by such named executive officer upon issuance of such shares. For more information about our 2024 MBO Bonus Plan, see “Compensation Discussion and Analysis – 2024 Executive Compensation Program – Annual Performance Bonus” and the Summary Compensation Table in this proxy statement. (10) RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on July 21, 2022, subject to Mr. Raiford’s continued service with us through the applicable vesting date. (11) RSUs vest as follows: (1) one-third on May 30, 2024; and (2) remaining two-thirds quarterly thereafter on each of August 30, 2024, November 30, 2024, March 2, 2025, May 30, 2025, August 30, 2025, November 30, 2025, March 2, 2026, and May 30, 2026, subject to Mr. Raiford’s continued service with us through the applicable vesting date. (12) RSUs vest as follows: (1) one-third on August 28, 2024; and (2) remaining two-thirds quarterly thereafter on each of November 28, 2024, February 28, 2025, May 28, 2025, August 28, 2025, November 28, 2025, February 28, 2026, May 28, 2026, and August 28, 2026, subject to Ms. Bottorff’s continued service with us through the applicable vesting date. (13) RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on January 18, 2022, subject to Mr. Asbill’s continued service with us through the applicable vesting date. (14) RSUs vest in equal annual installments over a four-year period, with the first such installment occurring on August 8, 2023, subject to Mr. Agarwal’s continued service with us through the applicable vesting date.

  45. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table shows, for our named executive officers, the number of shares of our Class A common stock acquired upon the vesting of RSUs during the fiscal year ended December 31, 2024. No shares of our Class A common stock were acquired upon the exercise of stock options during the fiscal year ended December 31, 2024.

  46. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | David A. Morken | 89,113 | 1,725,802 | | Daryl E. Raiford | 123,930 | 2,499,664 | | Rebecca G. Bottorff | 57,345 | 1,149,151 | | R. Brandon Asbill | 38,331 | 769,325 | | Devesh Agarwal | 39,853 | 791,453 | | Anthony F. Bartolo(2) | 108,325 | 1,978,222 |

  47. Option Exercises and Stock Vested in 2024

    ________________________ (1) The value realized on vesting of the RSUs is calculated by multiplying the number of shares vested by the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the applicable vesting dates. (2) Includes 74,597 shares that were not issued until March 14, 2025.

  48. 2024 Pension Benefits

    2024 Pension Benefits None of our named executive officers participated in any defined benefit pension plans in 2024.

  49. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table shows, for our named executive officers, information with respect to non-qualified deferred compensation plans in 2024.

  50. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | David A. Morken | — | — | — | — | — | | Daryl E. Raiford | — | — | — | — | — | | Rebecca G. Bottorff | — | — | — | — | — | | R. Brandon Asbill | — | — | — | — | — | | Devesh Agarwal | — | — | — | — | — | | Anthony F. Bartolo | 1,107,760 | — | — | — | 1,107,760 |

  51. 2024 Nonqualified Deferred Compensation

    (1) Mr. Bartolo was granted fully vested RSUs in connection with his departure from the Company on July 1, 2024, which RSUs were structured to be settled on March 14, 2025 with respect to the number of shares of our Class A common stock calculated by dividing $1,107,760 by the closing price of the Company's Class A common stock on March 13, 2025. Amounts reported in this table are also being reported in the Stock Awards column of the 2024 Summary Compensation Table.

  52. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table provides an estimate of the value of the compensation and benefits due to each of our named executive officers assuming a termination resulting from death, a change in control, a termination not in connection with a change in control, and a termination in connection with a change in control, effective as of December 31, 2024, under our agreements with each of our named executive officers. (See “Employment Agreements with Named Executive Officers” above.) The actual amounts to be paid can only be determined at the time of such event. We determined the value of the accelerated vesting of RSUs based on a per share price of $17.02, which was the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2024.

  53. Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Death ($) (1) | Change in Control ($) (2) | Termination Not In Connection with a Change in Control ($) (3) | Termination in Connection with a Change in Control ($) (4) | | David A. Morken | | | | | | •Cash Severance | — | — | 1,549,427 | 3,098,853 | | •Benefits continuation | — | — | 72,756 | 145,513 | | •Value of accelerated RSUs | 2,525,087 | 2,525,087 | 2,525,087 | 2,525,087 | | Daryl E. Raiford | | | | | | •Cash Severance | — | — | 766,063 | 1,149,094 | | •Benefits continuation | — | — | 31,615 | 47,423 | | •Value of accelerated RSUs | 3,565,775 | 3,565,775 | 737,392 | 3,565,775 | | Rebecca G. Bottorff | | | | | | •Cash Severance | — | — | 550,881 | 550,881 | | •Benefits continuation(5) | — | — | 31,433 | 31,433 | | •Value of accelerated RSUs | 1,400,695 | 1,400,695 | — | 1,400,695 | | R. Brandon Asbill | | | | | | •Cash Severance | — | — | 557,258 | 557,258 | | •Benefits continuation | — | — | 1,470 | 1,470 | | •Value of accelerated RSUs | 1,281,759 | — | 285,289 | 1,281,759 | | Devesh Agarwal | | | | | | •Cash Severance | — | — | 612,500 | 612,500 | | •Benefits continuation | — | — | 46,463 | 46,463 | | •Value of accelerated RSUs | 1,358,077 | 1,358,077 | 206,963 | 1,358,077 | | Anthony F. Bartolo(6) | | | | | | •Cash Severance | — | — | — | — | | •Benefits continuation | — | — | 46,463 | — | | •Value of accelerated RSUs | — | — | 2,190,633 | — |

  54. Potential Payments upon Termination or Change in Control

    ________________________ (1) All RSUs vest upon death of the named executive officer pursuant to his or her employment agreement. (2) All RSUs held by the named executive officers, other than Mr. Asbill, vest in full upon a change in control of the Company. (3) Assumes a resignation by the named executive officer for “good reason” or a termination by the Company “without cause”, as defined in each named executive officer’s employment agreement. (4) Assumes a resignation by the named executive officer for “good reason” or a termination by the Company “without cause” within 12 months following a change in control; provided, that with respect to Mr. Morken, his resignation may be for any reason within 12 months following a change in control not approved by a majority of the Company’s board of directors. (5) For Ms. Bottorff, benefits continuation payments are applicable only in connection with her termination by the Company “without cause” and not for her resignation for “good reason”. (6) Mr. Bartolo resigned from the Company effective July 1, 2024. The values shown reflect the amounts paid or payable to Mr. Bartolo pursuant to his severance arrangement with the Company. For the details of Mr. Bartolo’s severance arrangement with the Company, see “Employment Agreements with Named Executive Officers – Anthony F. Bartolo”.

  55. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of Mr. Morken, our Chief Executive Officer, to the annual total compensation of our median employee (as described below). Below is (i) the 2024 annual total compensation of our CEO, (ii) the 2024 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:

  56. 2024 CEO Pay Ratio

    | CEO Annual Total Compensation* | $2,073,558 | | Median Employee Annual Total Compensation | $115,987 | | CEO to Median Employee Pay Ratio | 18:1 |

  57. 2024 CEO Pay Ratio

    ________________________ * This annual total compensation corresponds to the total compensation figure for Mr. Morken in the Summary Compensation Table.

  58. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  59. 2024 Pay Versus Performance Table

    2024 Pay Versus Performance Table The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024, and our financial performance for each such fiscal year:

  60. 2024 Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income ($) | Adjusted EBITDA ($) | | 2024 | 2,073,558 | 2,391,994 | 1,661,874 | 1,614,816 | 26.57 | 286.10 | (6,524,000) | 82,061,000 | | 2023 | 1,975,635 | 1,477,924 | 1,778,512 | 1,499,184 | 22.59 | 210.85 | (16,343,000) | 48,170,000 | | 2022 | 4,799,492 | 1,377,062 | 2,818,213 | 1,899,901 | 35.83 | 134.82 | 19,570,000 | 34,618,000 | | 2021 | 3,384,684 | (670,833) | 1,594,716 | 54,250 | 112.04 | 189.64 | (27,362,000) | 49,600,000 | | 2020 | 3,703,155 | 8,980,482 | 1,377,243 | 4,174,765 | 239.92 | 142.21 | (43,977,000) | 26,176,000 |

  61. 2024 Pay Versus Performance Table

    ________________________ (1) Amounts represent compensation actually paid to our chief executive officer (“PEO”) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  62. 2024 Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | David A. Morken | Daryl E. Raiford, Rebecca G. Bottorff, R. Brandon Asbill, Devesh Agarwal, and Anthony F. Bartolo | | 2023 | David A. Morken | Daryl E. Raiford, Anthony F. Bartolo, R. Brandon Asbill, and Rebecca G. Bottorff | | 2022 | David A. Morken | Daryl E. Raiford, Anthony F. Bartolo, R. Brandon Asbill, and Rebecca G. Bottorff | | 2021 | David A. Morken | Daryl E. Raiford, Jeffrey A. Hoffman, R. Brandon Asbill, Rebecca G. Bottorff, and Scott Mullen | | 2020 | David A. Morken | Jeffrey A. Hoffman, W. Christopher Matton, Noreen Allen, and Rebecca G. Bottorff |

  63. 2024 Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth below with respect to the 2024 fiscal year:

  64. 2024 Pay Versus Performance Table

    | | 2024 | | | Adjustments | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (1,530,606) | (1,290,766) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 837,963 | 517,003 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 460,373 | 499,758 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 252,771 | 150,462 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 297,935 | 289,559 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | (213,074) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | — | — | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | | TOTAL ADJUSTMENTS | 318,436 | (47,058) |

  65. 2024 Pay Versus Performance Table

    (2) Represents the cumulative TSR (the “Peer Group TSR”) for the S&P 500 Information Technology Index (Sector) (the “Peer Group”).

  66. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  67. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent each of the financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024: ● Adjusted EBITDA. Please refer to Page 77 of our Annual Report and pages 28 of this proxy statement for a description of how we calculate Adjusted EBITDA from the GAAP financial measures set forth in our audited financial statements; ● Non-GAAP gross margin. Please refer to Page 74 of our Annual Report and pages 27-28 of this proxy statement for a description of how we calculate Non-GAAP gross margin from the GAAP financial measures set forth in our audited financial statements; and ● Revenue. For additional details regarding our most important financial performance measures, please see the section titled “2024 Executive Compensation Program––Annual Performance Bonus” in our Compensation Discussion and Analysis (CD&A) elsewhere in this proxy statement.

  68. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  69. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program

  70. 2024 Director Compensation

    2024 Director Compensation Our non-employee directors earned the amounts set forth in the table below for their service on our board of directors during the year ended December 31, 2024. Mr. Morken serves as our Chief Executive Officer and Ms. Bottorff serves as our Chief People Officer, in each case in addition his or her service as a director, but neither receives any additional compensation for his or her service as a director.

  71. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Brian D. Bailey | 67,500 | 175,000 | 242,500 | | John C. Murdock | 67,500 | 175,000 | 242,500 | | Lukas M. Roush | 77,500 | 175,000 | 252,500 | | Douglas A. Suriano | 75,000 | 175,000 | 250,000 |

  72. 2024 Director Compensation

    ________________________ (1) This column reflects the aggregate grant date fair value of all RSUs granted during fiscal year 2024, computed in accordance with ASC Topic 718 as stock-based compensation transactions. The grant date fair value of each RSU is measured based on the closing price of our shares of our Class A common stock as reported on the Nasdaq Global Select Market on the date of grant. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the director will perform the requisite service for the award to vest in full. The assumptions we used in valuing RSUs are described in Note 11 to our consolidated financial statements included in our Annual Report. The table below shows the aggregate number of stock awards (which are in the form of RSUs) outstanding for each of our non-employee directors as of December 31, 2024:

  73. 2024 Director Compensation

    | Name | Outstanding RSUs at December 31, 2024 (# RSUs) | | Brian D. Bailey | 15,709 | | John C. Murdock | 15,709 | | Lukas M. Roush | 15,709 | | Douglas A. Suriano | 15,709 |