DEF 14A of Doximity, Inc., Jul 18, 2024

DEF 14A of Doximity, Inc.

Filed Jul 18, 2024 · FY20240001516513-24-000049

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors

    Directors The following table sets forth information regarding our directors, including their ages, as of July 1, 2024:

  3. Directors

    | Name | Age | Positions and Offices Held with the Company | Class | | Employee Directors: | | | | | Jeffrey Tangney | 51 | Chief Executive Officer and Director | I | | Non-Employee Directors: | | | | | Kevin Spain (1)(2) | 52 | Director | II | | Phoebe L. Yang (2)(3) | 55 | Director | III | | Regina Benjamin (1)(3) | 67 | Director | III | | Kira Wampler (2)(3) | 51 | Director | I | | Timothy Cabral (1) | 57 | Director | II |

  4. Directors

    ____________ (1)Member of the audit committee. (2)Member of the compensation committee. (3)Member of the nominating and governance committee.

  5. Class III Director Nominees

    Class III Director Nominees Regina Benjamin, M.D. Dr. Benjamin has served as a member of our board since September 2020. Dr. Benjamin is currently the founder and chief executive officer of, and is a practicing physician at, BayouClinic, Inc., since January 1990. Dr. Benjamin was appointed as the 18th United States Surgeon General by President Barack Obama in July 2009 and served in that role from November 2009 to August 2013. In addition, Dr. Benjamin has approximately 30 years of experience as a practicing family physician. Dr. Benjamin has served as the founder and chief executive officer of the BayouClinic/Gulf States Health Policy Center since 1990, and as the NOLA.com/Times Picayune Endowed Chair in Public Health Sciences at Xavier University of Louisiana since September 2013. Dr. Benjamin served as a member of the boards of directors of each of the Oak Street Health, Inc., a public healthcare services company, from October 2020 to May 2023, Ascension Health Alliance, a private healthcare company, from June 2014 to June 2023, TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.), a public technology company, since November 2017, and Kaiser Foundation Hospitals and Health Plan since June 2015. Dr. Benjamin also serves on the advisory board of HealthQuest Capital, a private growth capital firm, since May 2020. Dr. Benjamin served on the board of directors of Alere Inc., a public medical device company, from December 2013 to July 2015, as a member of the March of Dimes Board of Trustees from June 2014 to June 2019, Diplomat Pharmacy, Inc., a public company providing specialty pharmacy services, prior to its acquisition by OptimRx, April 2017 to 2015, and as a member of ConvaTec Group plc, a public medical products and technologies company, from August 2017 to May 2022. Dr. Benjamin holds a B.S. in Chemistry from Xavier University of Louisiana, an M.D. from the University of Alabama at Birmingham, and an M.B.A from Tulane University. We believe Dr. Benjamin is qualified to serve on our board of directors because of her extensive experience in both business and practice as a medical doctor and her experience advising other public companies. Phoebe L. Yang. Ms. Yang has served as a member of our board of directors since August 2022. Ms. Yang currently serves on the board of directors of each of GE Healthcare Technologies, Inc., a leading global S&P 500 medical technology and solutions company, since January 2023, and CommonSpirit Health, one of the largest U.S. tax-exempt health systems, since July 2020. From May 2020 to September 2022, Ms. Yang served as General Manager, Amazon Web Services, Healthcare, where she led Amazon’s cloud business focused on enabling healthcare enterprises with advanced cloud technologies. From 2013 to 2018, Ms. Yang served as Chief Strategy Officer and Chief Architect for Population Health at Ascension Health, one of the largest U.S. tax-exempt health systems. Ms. Yang holds a B.A. from the University of Virginia, and a J.D. from Stanford Law School, where she was President of the Stanford Law Review. We believe Ms. Yang is qualified to serve on our board of directors because of her extensive industry experience as both a director and executive.

  6. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors Jeffrey Tangney. Mr. Tangney is our co-founder and has served as our Chief Executive Officer and as a member of our board of directors since our inception in April 2010. Mr. Tangney co-founded Epocrates, Inc., a mobile medical reference app company, in June 1999, and held various management positions at Epocrates through March 2010, most recently as its president and chief operating officer, as well as executive vice president of sales and marketing, since September 2005. From June 1993 to August 1997, Mr. Tangney served as a manager of ZS Associates, a consulting firm. Mr. Tangney holds a B.S. in Economics and Math from the University of Wisconsin-Madison and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Tangney is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our Chief Executive Officer. Timothy Cabral. Mr. Cabral has served as a member of our board of directors since September 2020. From February 2010 to September 2020, Mr. Cabral served as chief financial officer for Veeva Systems Inc., (“Veeva”), a public cloud-computing company, during which time the company launched its initial public offering. In April 2024, he returned as interim chief financial officer of Veeva. From February 2008 to February 2010, Mr. Cabral served as chief financial officer and chief operations officer for Modus Group, LLC, a private a wireless solutions and services company, and served as chief financial officer and vice president of operations for Agistics, Inc., a private employee management services company, from March 2005 to June 2007. Prior to its acquisition by Oracle Corporation, Mr. Cabral spent more than seven years at PeopleSoft, Inc., a computer technology company, beginning in November 1997, where he held various positions, including vice president of products & technology finance from June 1999 to January 2005 and senior director of corporate financial planning and analysis from November 1997 to June 1999. Mr. Cabral has served on the board of directors of ServiceTitan, Inc. a private cloud-based home services company, since December 2019, on the board of directors of Veeva since January 2022, and on the board of Singlestore, Inc. a cloud database company, since March 2021. Mr. Cabral previously served on the board of directors of Apttus Corporation, a private software provider, from October 2017 to October 2018, when it was acquired by Thoma Bravo. Mr. Cabral holds a B.S. in Finance from Santa Clara University and an M.B.A. from the Leavey School of Business at Santa Clara University. We believe Mr. Cabral is qualified to serve on our board of directors because of his experience as an executive and director of a public company. Kevin Spain. Mr. Spain has served as a member of our board of directors since March 2011. Since March 2011, Mr. Spain has served as general partner of Emergence Capital Partners, a venture capital firm, and served as a principal of Emergence Capital Partners from September 2006 to March 2011. Prior to joining Emergence Capital Partners, Mr. Spain was a member of the corporate development group of Microsoft Corporation, a computer software company, from June 2003 to May 2006, and a member of the corporate development group of Electronic Arts Inc., a game software content and services company, from September 2000 to May 2003. Mr. Spain was previously co-founder and chief executive officer of Madison.com, Inc., which provided a hosted marketing management solution for small and medium sized companies. Mr. Spain served on the board of directors of Veeva Systems Inc., a public cloud-computing company, from May 2008 to July 2014. Mr. Spain currently serves on the board of directors of several privately held companies. Mr. Spain holds a B.A. in Business Administration from the University of Texas at Austin and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe Mr. Spain is qualified to serve on our board of directors because of his extensive industry experience and his experience advising other public companies. Kira Wampler. Ms. Wampler has served as a member of our board of directors since March 2020. Ms. Wampler has served as venture chair of Redesign Health Inc., a private investment firm and healthcare innovation platform, since February 2020. From November 2016 to March 2019, Ms. Wampler served as the chief executive officer of Art.com Inc., a private art retailer company, during which time she led the company through its acquisition by Walmart Inc. From December 2014 to November 2016, Ms. Wampler served as the chief marketing officer of Lyft, Inc., a mobile ride-sharing app. Ms. Wampler also previously served as chief marketing officer of Trulia, Inc., a private real estate listing company, from November 2013 to November 2014. Ms. Wampler has served on the boards of directors of private companies including Candid Care Co. from September 2019 to January 2023, Personal Capital Corporation from March 2019 to August 2020, and Healthline Media, Inc. from March 2019 to August 2019. Ms. Wampler holds a B.S. in Foreign Services from Georgetown University School of Foreign Services, where she majored in History and Diplomacy, and an M.B.A. from the Fuqua School of Business at Duke University. We believe Ms. Wampler is qualified to serve on our board of directors because of her extensive experience advising technology companies as both a director and executive. PROPOSAL TWO:

  7. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board has delegated to our nominating and governance committee the responsibility of identifying suitable candidates for nomination to our board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. Our nominating and governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the committee deems to be appropriate in the evaluation process. Our nominating and governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board. Based on the results of the evaluation process, our nominating and governance committee recommends candidates for our board’s approval as director nominees for election to our board.

  8. Non-Employee Director Compensation

    Non-Employee Director Compensation

  9. Fiscal 2024 Non-Employee Director Compensation Policy

    Fiscal 2024 Non-Employee Director Compensation Policy Our non-employee directors were eligible to receive the following cash retainers in fiscal year 2024, paid quarterly in advance, and equity awards pursuant to our director compensation policy:

  10. Fiscal 2024 Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | | | Annual service on the board of directors | $30,000 | | Additional retainer lead director | $15,000 | | Additional retainer non-executive chair | $25,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the audit committee (other than chair) | $10,000 | | Annual service as chair of the audit committee | $20,000 | | Annual service as member of the compensation committee (other than chair) | $6,000 | | Annual service as chair of the compensation committee | $12,000 | | Annual service as member of the nominating and governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and governance committee | $8,000 | | Equity | | | Initial RSU Grant | $350,000 (1) | | Annual RSU Grant | $185,000 (2) |

  11. Fiscal 2024 Non-Employee Director Compensation Policy

    (1) Initial Equity Awards: Our fiscal 2024 policy provided that, upon initial election to our board of directors, each non-employee director would automatically be granted restricted stock units ("RSUs") with a value of $350,000 (the “Initial Grant”), based on the closing price of our common stock over the trailing 30-day period ending on the day immediately prior to the effective date of grant, vesting in equal annual installments over three years, subject to continued service as a director through each applicable vesting date. Each Initial Grant shall accelerate and vest in full upon a Sale Event as defined in our 2021 Stock Option and Incentive Plan (the “2021 Plan”). (2) Annual Equity Awards: Our fiscal 2024 policy provided that, on the date of each of our annual meetings of stockholders, each continuing non-employee director (other than any such director who received an Initial Grant within the immediately preceding three months) would be automatically granted an RSU grant with a value of $185,000 (the “Annual Grant”), based on the closing price of our common stock over the trailing 30-day period ending on the day immediately prior to the effective date of grant, vesting in full on the earlier of (i) the first anniversary of the Annual Grant or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Each Annual Grant shall accelerate and vest in full upon a Sale Event as defined in our 2021 Plan. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof. Employee directors receive no additional compensation for their service as a director.

  12. Fiscal 2024 Non-Employee Director Compensation Table

    Fiscal 2024 Non-Employee Director Compensation Table The following table presents the total compensation paid, awarded or earned with respect to each person who served as a non-employee director in fiscal 2024.

  13. Fiscal 2024 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Kevin Spain (3) | 52,000 | 189,937 | 241,937 | | Phoebe L. Yang | 40,000 | 189,937 | 229,937 | | Kira Wampler | 44,000 | 189,937 | 233,937 | | Regina Benjamin, M.D. | 44,000 | 189,937 | 233,937 | | Timothy Cabral | 50,000 | 189,937 | 239,937 |

  14. Fiscal 2024 Non-Employee Director Compensation Table

    (1)The amounts shown represent the grant date fair value of RSUs granted under our 2021 Plan computed in accordance with Financial Accounting Standards Board ASC Topic 718 referred to as “ASC Topic 718.” Assumptions used in the calculation of these amounts are set forth in Note 2—Summary of Significant Accounting Policies to our audited financial statements for the fiscal year ended March 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on May 23, 2024. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. The amount reported in this column reflects the accounting costs for these RSUs and does not correspond to the actual economic value that may be received by the directors upon the vesting and/or settlement of the RSUs. (2)As of March 31, 2024, the number of shares subject to outstanding equity awards held by the non-employee directors was as follows: Mr. Spain: 5,544 shares subject to RSUs; Ms. Yang: 11,320 shares subject to RSUs; Ms. Wampler: 509,700 shares subject to stock options and 5,544 shares subject to RSUs; Dr. Benjamin: 421,138 shares subject to stock options and 5,544 shares subject to RSUs; Mr. Cabral: 483,500 shares subject to stock options and 5,544 shares subject to RSUs. (3)The cash payment to Mr. Spain is made directly to his employer, Emergence Capital Partners, on his behalf, pursuant to the policy of such employer.

  15. Fiscal 2025 Non-Employee Director Compensation Policy

    Fiscal 2025 Non-Employee Director Compensation Policy In May 2024, the Compensation Committee of our Board of Directors reviewed a market analysis by Aon regarding non-employee director compensation. Based on that review, the Committee recommended to the Board that certain increases be made to our director compensation policy in order to better align director compensation with market practices. The Board approved the following compensation levels, effective for fiscal year 2025:

  16. Fiscal 2025 Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | | | Annual service on the board of directors | $35,000 | | Additional retainer lead director | $15,000 | | Additional retainer non-executive chair | $25,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the audit committee (other than chair) | $10,000 | | Annual service as chair of the audit committee | $20,000 | | Annual service as member of the compensation committee (other than chair) | $7,500 | | Annual service as chair of the compensation committee | $15,000 | | Annual service as member of the nominating and governance committee (other than chair) | $4,500 | | Annual service as chair of the nominating and governance committee | $9,000 | | Equity (1) | | | Initial RSU Grant | $400,000.00 | | Annual RSU Grant | $200,000.00 |

  17. Fiscal 2025 Non-Employee Director Compensation Policy

    (1) All other terms of the equity grants remain the same as described in the table above concerning fiscal year 2024.

  18. Executive Summary

    | What we do | What we don’t do | | Our Compensation Committee consists solely of independent members of our board of directors | We do not provide our executive officers with any excise tax gross-ups. | | Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions | We do not provide special executive welfare, health benefits, or retirement plans not available to our employees generally | | Our Compensation Committee conducts an annual review of our compensation strategy, which includes ensuring that we are not incentivizing excessive risk taking | Our Compensation Committee does not guarantee executive salary increases, bonuses, or equity awards | | We ensure that compensation incentives are primarily long-term focused with multi-year vesting and holding periods | We do not permit hedging and pledging of Doximity stock for any employee except for Mr. Tangney, for whom a one-time exception was granted in November 2023 to use certain shares of Doximity Class A common stock owned by him, which represented less than 5% of his overall equity ownership of the Company, as collateral for a loan with a third-party financial institution. | | We provide for “double-trigger” equity award vesting upon a change in control of Doximity | We do not provide our executive officers with any material perquisites | | We establish accountability through a robust Clawback Policy applicable to certain cash and equity compensation awarded to our executive officers | |

  19. Executive Summary

    The Compensation Committee has authority to make compensation decisions regarding the total compensation payable to the Chief Executive Officer and the equity-based compensation payable to the other NEOs. The Chief Executive Officer has authority to make compensation decisions regarding the cash-based elements of compensation payable to the other NEOs. The compensation decisions described throughout this CD&A are made by the Compensation Committee and Chief Executive Officer accordingly. Our Compensation Committee and Chief Executive Officer closely consider our compensation philosophy and objectives as well as individual and corporate performance when making executive compensation decisions. Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: annual base salary, short-term incentive compensation in the form of cash or equity awards, and long-term incentive compensation in the form of equity awards. We do not have any formal policies for allocating compensation among these three components. Instead, we intend to establish a total compensation program that is an appropriate mix of short- and long-term incentives to motivate each executive to contribute to the achievement of our corporate objectives. Executive compensation is structured to be heavily weighted towards long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders, and align the NEOs’ incentives with the interests of our stockholders. In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation programs, we consider both the individual performance and skills of each of our executive officers, including our NEOs, as well as the compensation paid to executive officers with similar responsibilities at our peer group companies. We focus on providing a competitive compensation package which provides short-term incentives for the achievement of measurable individual objectives and long-term incentives that align with stockholders’ interests. We believe this approach provides an appropriate balance of short-term and long-term incentives to maximize stockholder value.

  20. Role of our Independent Compensation Consultant

    Role of our Independent Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s fees and other retention terms. For purposes of evaluating our compensation programs and making compensation decisions, the Committee retained Aon to assist in reviewing Doximity’s compensation programs and to ensure that its compensation programs remain competitive in attracting and retaining talented executives. In preparation for making compensation decisions, Aon assisted the Compensation Committee in developing a group of peer companies to use as a reference, evaluating current pay practices and considering different compensation programs and best practices, and assisted with reviewing and drafting the CD&A. As described further below, Aon also prepared an analysis of Doximity’s compensation practices with respect to base salaries, short-term incentives and long-term equity incentive grants against market practices to assist in making compensation decisions. Aon reported directly to the Compensation Committee, which maintained the authority to direct their work and engagement, and advised the Compensation Committee from time to time during the fiscal year ended March 31, 2024. Aon interacted with management to gain access to company information that is required to perform services and to understand the culture and policies of Doximity. The Compensation Committee has assessed the independence of Aon, as required under the NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that could give rise to a potential conflict of interest. Based on this review, the Compensation Committee has determined that Aon is independent and that their work has not raised any conflicts of interest.

  21. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Doximity aims to attract and retain highly qualified executive officers in an extremely competitive market. Accordingly, the Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies. To this end, the Compensation Committee reviews market data for each executive officer’s position, compiled by Aon, as described below. In developing a group of peer companies to be used in connection with making compensation decisions, Aon recommended and the Compensation Committee previously selected companies that would be appropriate peers based on economic sector, revenue, geographic region, and market capitalization. The Compensation Committee reviews and updates the peer group and the selection criteria periodically to ensure that the peer group companies satisfy our selection criteria and that such criteria remain appropriate for our size and complexity. As a result of the review of the 2023 peer group, updates were made to establish the peer group for fiscal year 2024 compensation decisions. Specifically, our peer group companies used for the fiscal year ended March 31, 2024 were selected in October 2022, with the following parameters: •Sector: approximately 80% of peers in the application software industry and approximately 20% of peers in the healthcare technology industry with a focus on high-growth companies where possible; •Revenue: $150 Million to $1 Billion (increased from $500 Million due to Company growth); •Market Capitalization: $2 Billion to $18 Billion (increased from a range of $1.5 Billion to $15 Billion); preference for an initial public offering within the last 5 years. •Headcount: 300 to 3,000 employees Based on these criteria, Aon recommended and our Compensation Committee approved the following twenty-one member peer group for fiscal year 2024 compensation decisions:

  22. Use of Competitive Market Compensation Data

    | Alteryx, Inc. | Dynatrace, Inc. | | American Well Corporation | Elastic N.V. | | AppFolio, Inc. | GoodRx, Inc. | | Asana, Inc. | Guardant Health, Inc. | | Avalara, Inc. | nCino, Inc. | | Bill.com, LLC | PagerDuty, Inc. | | C3.ai, Inc. | Phreesia, Inc. | | Certara, Inc. | Procore Technologies, Inc. | | Confluent, Inc. | Samsara Inc. | | Coupa Software Inc. | Smartsheet Inc. | | Duck Creek Technologies LLC | |

  23. Use of Competitive Market Compensation Data

    Based on the changes to the peer group selection criteria, in October 2022. we added eight companies — Certara, Inc., Confluent, Inc., Coupa Software Inc., Dynatrace, Inc., Elastic N.V., Guardant Health Inc., Procore Technologies, Inc. and Samsara, Inc. — to the peer group and removed five companies — Accolade, Inc., Health Catalyst, Inc., Lemonade Insurance Company, SurveyMonkey Inc, and Sumo Logic Inc. — from the peer group. In addition, Medalia, Inc. and Anaplan, Inc. were removed from the peer group because they were acquired. In January 2023, Aon prepared a range of market data reference points based on this peer group. This market data was reviewed, with the assistance of Aon, and used as a reference point in setting the total compensation payable to our NEOs for the fiscal year ended March 31, 2024. Competitive market positioning is only one of several factors, as described above under “Factors Used in Determining Executive Compensation,” considered in making compensation decisions, and therefore individual NEO compensation may fall at varying levels as compared to the market data.

  24. Fiscal Year 2024 Executive Compensation Program

    When a cash-based performance incentive is deemed earned by the process described above, it is paid as soon as practicable following such determination, generally in May. Performance-Based Equity Incentives As part of his new-hire equity arrangement, Mr. Overpeck was granted performance-based restricted stock units (“PSUs”) valued at approximately $4,000,000 on the grant date, with one-quarter of that amount ($1,000,000 per year) to be issued each of the first four years of employment. The PSUs issued each year would vest based on the achievement of individual performance goals to be established each fiscal year. The target number of shares issuable under Mr. Overpeck’s PSU award was determined by dividing the target grant value of the award by the average closing price of our Class A common stock on the NYSE over the thirty-trading day period prior to the grant date, in order to reduce the impact of daily volatility. If the equity-based performance goals are met, as determined by the Compensation Committee after the end of each applicable fiscal year, the award will be eligible to vest at the threshold, target or maximum level of achievement, subject to Mr. Overpeck’s continued service through each annual vest date. For the 2024 fiscal year, the target number of shares issuable under Mr. Overpeck’s PSU grant was 29,081 PSUs, and the maximum number of shares issuable was 34,897. Under the two-step process described above, the number of PSUs that were eligible to vest was based upon the achievement of the Company’s initial fiscal 2024 revenue goal of $503 million and adjusted EBITDA goal of $219 million, each weighted evenly, as well as individual performance conditions. While our achievement of the revenue and adjusted EBITDA goals established at the beginning of the 2024 fiscal year was at 94.5% and 105.2%, respectively, in April 2024, the Compensation Committee determined that the minimum level of the individual performance conditions for the PSU grant, which was on revenue growth of a business line, were not achieved, and the 29,081 RSUs eligible to vest on the basis of 2024 performance were therefore forfeited in their entirety. Long-Term Incentive Awards We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program, because such awards align the interests of our Chief Executive Officer and our other NEOs with those of our stockholders by incentivizing increases in stockholder value and strengthening retention of our senior management team in the competitive market for talent in which we operate. The size and type of equity awards to be granted is determined by the Compensation Committee, after consultation with the independent compensation consultant and, with respect to the executive officers other than the Chief Executive Officer, the Chief Executive Officer. The Compensation Committee has determined that employees, including executive officers, would be incentivized and retained by the grant of RSUs given that RSUs have value to the recipient even in the absence of stock appreciation, and therefore achieve such goals using fewer shares of our common stock than would be necessary if we used stock options. The value of RSUs is directly impacted by the price of our common stock and, therefore, these awards incentivize our NEOs to create long-term value for our stockholders. RSUs tied to a service-based vesting schedule also help us retain qualified executive officers in a highly competitive market for talent. In determining the size of RSU awards, the Compensation Committee takes into account individual performance, internal pay equity considerations, and the value of existing long-term incentive awards. The equity awards granted to certain of our named executive officers during fiscal year 2024 are set forth in the table below. Noting the current and potential value and remaining vesting of the long-term equity incentive awards granted in prior years to Jeff Tangney, Jennifer Chaloemtiarana and Nate Gross, our Compensation Committee determined that those existing awards provided sufficient retentive and incentive value to such NEOs. Therefore, Mr. Tangney, Ms. Chaloemtiarana and Dr. Gross did not receive an additional RSU grant for fiscal year 2024. See the section titled “Executive Compensation—Outstanding Equity Awards at 2024 Year-End” for more information.

  25. Fiscal Year 2024 Executive Compensation Program

    | Named Executive Officer | Type of Grant | Shares (#) | Target Value ($) | | Anna Bryson (1) | RSUs | 104,091 | $3,000,000 | | Craig Overpeck (2) | RSUs | 116,326 | $4,000,000 |

  26. Fiscal Year 2024 Executive Compensation Program

    _____________ (1)Granted on February 15, 2024 as an additional incentive; vests quarterly over two years. (2)Granted on May 16, 2023 as part of his new-hire arrangement; vests quarterly over four years. The number of shares issuable under each of the RSU awards in the table above was determined by dividing the target grant value of the award by the average closing price of our Class A common stock on the NYSE over the thirty-trading day period prior to the grant date, in order to reduce the impact of daily volatility on compensation decisions. The grant date fair value of the RSU awards reported in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” is required to be calculated based on our stock price on the grant date, and as a result, such amount may be higher or lower than the target grant value.

  27. Tax and Accounting Implications

    Tax and Accounting Implications Deductibility of executive compensation. In designing our executive compensation program and determining the compensation of our executive officers, a variety of factors is considered, including the potential impact of the Section 162(m) $1,000,000 deduction limit. To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term goals, we have not adopted a policy that all compensation must be deductible. We believe that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our strategic objectives. Taxation of “parachute” payments and deferred compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code. We have not agreed to provide our executive officers, including our NEOs, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 4999 or Section 409A of the Code. Accounting treatment. Under ASC Topic 718, we are required to estimate and record expense for each award of equity compensation over the vesting period of the award. We record stock-based compensation expense on an ongoing basis according to ASC Topic 718. The accounting impact of our executive compensation program is one of many factors that are considered in determining the size and structure of our executive compensation program, so that we can ensure that it is reasonable and in the best interests of our stockholders.

  28. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents the compensation awarded to, earned by, and paid to our named executive officers during fiscal years 2024, 2023, and 2022.

  29. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Jeffrey Tangney, Chief Executive Officer | 2024 | 295,000(5) | — | — | 3,869 | 298,869 | | | 2023 | 240,000 | — | — | 3,726 | 243,726 | | | 2022 | 240,000 | — | — | 3,388 | 243,388 | | Anna Bryson, Chief Financial Officer | 2024 | 316,667(6) | 3,158,121 | 387,612(4) | 3,807 | 3,866,207 | | | 2023 | 300,000 | — | 150,000 | 3,709 | 453,709 | | | 2022 | 300,000 | — | 100,000 | 3,211 | 403,211 | | Craig Overpeck, SVP, Commercial Operations | 2024 | 262,500 | 4,901,503(2) | — | 6,836 | 5,170,839 | | Nate Gross, Chief Strategy Officer | 2024 | 300,000 | — | —(4) | 5,469 | 305,469 | | | 2023 | 300,000 | 1,349,151 | 150,000 | 5,535 | 1,804,686 | | Jennifer Chaloemtiarana, General Counsel | 2024 | 300,000 | — | 299,700(4) | 4,241 | 603,941 | | | 2023 | 300,000 | 1,079,306 | 200,000 | 4,035 | 1,583,341 |

  30. 2024 Summary Compensation Table

    _____________ (1)The amounts reported represent the aggregate grant date fair value of the stock awards granted to our named executive officers during the fiscal year, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock and option awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. The amounts reported in this column reflect the accounting cost for these RSUs, PSUs and option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting and/or settlement of the RSU and PSU awards, exercise of the option awards, or any sale of the underlying shares of common stock. (2)PSU values are included in this amount to the extent that the PSUs have a grant date under FASB ASC Topic 718 in the fiscal year. For purposes of the PSUs, the grant date cannot occur until the applicable performance goals are approved, and therefore this includes the grant date fair value of approximately 1/4th of the target number of PSUs granted to Mr. Overpeck in May 2023. The grant date fair value of the PSUs included within this amount is calculated based on the probable outcome of the performance conditions as of the grant date. Assuming the maximum level of performance achievement, the aggregate grant date fair of the PSUs granted in fiscal 2024 would have been $1,187,196. For more information regarding the accounting for and assumptions we used to calculate the grant date fair values for PSUs, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. (3)For fiscal year 2024, the amounts reported represent 401(k) matching contributions, company-paid group life insurance premiums, and wellness benefits for each of our NEOs, and company contributions to health savings accounts for Dr. Gross. (4)The amounts reported reflect non-equity incentive compensation earned by our NEOs upon the achievement of pre-established performance metrics. See “Compensation Discussion and Analysis—Short-Term Cash Incentive Compensation” for a description of the 2024 annual cash incentive program. (5)Mr. Tangney’s base salary was increased from $240,000 to $300,000 effective May 1, 2023. (6)Ms. Bryson’s base salary was increased from $300,000 to $400,000 effective February 1, 2024.

  31. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table shows each non-equity incentive plan award and each equity award granted to our named executive officers during fiscal year 2024.

  32. 2024 Grants of Plan-Based Awards Table

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: number of shares of stock or units (#) | Grant date fair value of stock and option awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Anna Bryson | N/A | — | 400,000 | 528,000 | — | — | — | — | — | | | 2/15/2024 | — | — | — | — | — | — | 104,091(4) | 3,158,121 | | Craig Overpeck | 5/16/2023 | — | — | — | — | — | — | 116,326(5) | 3,939,962 | | | 6/30/2023 | — | — | — | 9,305 | 29,081 | 34,897(6) | — | 961,541 | | Nate Gross | N/A | — | 300,000 | 360,000 | — | — | — | — | — | | Jennifer Chaloemtiarana | N/A | — | 300,000 | 360,000 | — | — | — | — | — |

  33. 2024 Grants of Plan-Based Awards Table

    _____________ (1)The amounts represent the target and maximum amount of non-equity incentive plan awards each NEO could earn in fiscal 2024 under our short-term cash incentive compensation program. See “Compensation Discussion and Analysis—Short-Term Cash Incentive” for a description of the 2024 annual cash incentive program. There is no threshold for the awards granted under the short-term cash incentive compensation program. (2)Amounts in these columns represent the target, threshold, and maximum units for PSUs with a grant date established under FASB ASC Topic 718 in the fiscal year. For purposes of the PSUs, the grant date cannot occur until the applicable performance goals are determined to have been achieved. (3)The grant date fair value of each equity award is computed in accordance with FASB ASC 718. The amounts reported in this column reflect the accounting cost for these equity awards as of each respective grant date and do not correspond to the actual economic value that may be received by the NEOs upon the vesting of the equity awards. The amounts for the PSUs granted in fiscal 2024 included within this column reflect the grant date fair value based upon the probable outcome of the performance conditions as of the grant date. For purposes of the PSUs, the grant date cannot occur until the applicable performance goals are determined to have been achieved. (4)1/8th of the shares subject to this RSU vest on a quarterly basis following February 15, 2024, subject to the NEO’s continuous service relationship with the company through each applicable vesting date. (5)1/16th of the shares subject to this RSU vest on a quarterly basis following May 15, 2024, subject to the NEO’s continuous service relationship with the company through each applicable vesting date. (6)The amounts represent the number of PSUs that will vest based upon the achievement of the Company’s initial fiscal 2024 revenue goal of $503 million and adjusted EBITDA goal of $219 million, each weighted evenly, and individual performance conditions that may be used to modify the level of performance, including to zero but no more than 120% of target. The revenue and adjusted EBITDA goals represent the midpoint of the stated ranges provided at the beginning of fiscal year 2024. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, and amortization, and as further adjusted for acquisition and other related expenses, stock-based compensation expense, restructuring expense, change in fair value of contingent earn-out consideration liability, and other income, net. If the minimum performance conditions were met, PSUs would be issued in an amount that is 32% of target. In April 2024, the Compensation Committee determined that the minimum level of the individual performance conditions were not achieved and therefore the award was forfeited in its entirety.

  34. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of March 31, 2024.

  35. Outstanding Equity Awards at 2024 Year-End

    | | | | Option Awards (1) | | | | | Stock Awards (1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | | Jeffrey Tangney | 6/21/16 | 5/7/21(3) | 100,000 | — | 0.60 | 6/20/26 | | | | | | 6/21/16 | 3/27/20(4) | 8,334 | — | 0.60 | 6/20/26 | | | | | | 3/29/18 | 3/29/18(5) | 1,792,000 | — | 0.97 | 3/28/28 | | | | | | 3/29/18 | 3/11/18(6) | 846,000 | — | 0.97 | 3/28/28 | | | | | | 2/16/21 | 4/1/22(7) | 1,437,500 | 2,312,500 | 8.26 | 2/15/31 | | | | | Anna Bryson(14) | 5/15/19 | 5/15/19(8) | 3,952 | — | 1.50 | 5/14/29 | | | | | | 6/10/20 | 5/1/20(8) | 58,324 | 6,666 | 1.54 | 6/9/30 | | | | | | 6/10/20 | 5/1/20(9) | 23,332 | 1,668 | 1.54 | 6/9/30 | | | | | | 9/29/20 | 8/21/21(8) | 19,334 | 11,334 | 2.21 | 9/28/30 | | | | | | 12/22/20 | 8/21/22(10) | 31,666 | 48,334 | 4.12 | 12/21/30 | | | | | | 2/5/21 | 2/1/21(7) | 397,400 | 269,868 | 8.26 | 2/4/31 | | | | | | 2/15/24 | 2/15/24(12) | — | — | — | — | — | 104,091 | 2,801,089 | | Craig Overpeck | 11/29/17 | 11/29/17(13) | 400 | — | 0.97 | 11/28/27 | | | | | | 5/16/23 | 5/15/23(11) | — | — | — | — | | 94,515 | 2,543,399 | | | 6/30/23 | 6/30/23(15) | — | — | — | — | | — | — | | Nate Gross | 6/10/20 | 5/1/20(8) | 94,618 | 6,666 | 1.54 | 6/9/30 | | | | | | 2/16/21 | 12/1/24(8) | — | 70,000 | 8.26 | 2/15/31 | | | | | | 2/16/21 | 2/1/21(8) | 122,649 | 65,542 | 8.26 | 2/15/31 | | | | | | 8/15/22 | 8/15/22(11) | — | — | — | — | | 22,814 | 613,925 | | Jennifer Chaloemtiarana(14) | 9/2/20 | 8/24/20(9) | 163,544 | 24,584 | 2.21 | 9/1/30 | | | | | | 2/16/21 | 3/4/21(8) | 834 | 10,000 | 8.26 | 2/15/31 | | | | | | 2/16/21 | 9/1/24(8) | — | 70,000 | 8.26 | 2/15/31 | | | | | | 8/15/22 | 8/15/22(11) | — | — | — | — | | 18,251 | 491,134 |

  36. Outstanding Equity Awards at 2024 Year-End

    _____________ (1)Unless otherwise described herein, each option grant is subject to the terms of our 2010 Plan and each RSU is subject to the terms of our 2021 Plan. (2)The market value of the outstanding RSUs was calculated by multiplying the number of shares shown in the Table by $26.91, which was the closing market price of Doximity's Class A common stock on March 31, 2024, the last trading day of our fiscal year. (3)This option became fully vested on May 7, 2022. (4)This option became fully vested on March 27, 2021. (5)This option became fully vested on May 31, 2022. (6)This option became fully vested on March 11, 2022. (7)1/60th of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (8)1/48th of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (9)1/4th of the shares subject to the stock option vest on the first anniversary of the vesting commencement date and the remaining shares vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (10)1/48th of the shares subject to the stock option vest on a monthly basis following the fifth anniversary of Ms. Bryson’s hire date, August 21, 2022, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (11)1/16th of the shares subject to this RSU vest on a quarterly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (12)1/8th of the shares subject to this RSU vest on a quarterly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (13)This option was issued in connection with consulting work conducted by Mr. Overpeck for the Company prior to his hire, and it fully vested on November 29, 2017. (14)All unvested awards for the NEO are subject to vesting acceleration under certain circumstances pursuant to the terms of the RSU or option agreement, as described in the section titled “Potential Payments upon Termination or Change in Control” below. (15)The shares subject to this PSU were forfeited in April 2024, when the Compensation Committee determined that the minimum level of the individual performance conditions for the first tranche of his PSU were not achieved. For purposes of the PSUs, the grant date cannot occur until the applicable performance goals are approved, and therefore we have excluded the approximately 3/4th of the target number of PSUs granted to Mr. Overpeck in May 2023, which represents the remaining tranches, for which a performance condition had not been set as of March 31, 2024.

  37. 2024 Options Exercised and Stock Vested Table

    2024 Options Exercised and Stock Vested Table The following table provides information on stock option exercises and shares acquired on the vesting of stock awards by our named executive officers during fiscal year 2024.

  38. 2024 Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jeff Tangney | — | — | — | — | | Anna Bryson | 35,000 | 717,150 | — | — | | Craig Overpeck | — | — | 29,181 | 821,532 | | Nate Gross | 119,993 | 2,840,800 | 9,126 | 256,734 | | Jennifer Chaloemtiarana | 13,997 | 328,153 | 7,301 | 205,390 |

  39. 2024 Options Exercised and Stock Vested Table

    (1)The value realized on exercise is computed by multiplying the difference between the exercise price and the closing stock price of our Class A common stock on the date of exercise by the number of shares subject to the stock option that were exercised. (2)The value realized on vesting is computed by multiplying the number of shares subject to the RSU that vested by the closing stock price of our Class A common stock on the vest date.

  40. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following describes and quantifies the estimated amounts payable under existing plans and contractual arrangements we have entered into with our named executive officers, assuming a qualifying termination of employment occurred on March 31, 2024, based on the closing market price of our Class A common stock of $26.91 on March 28, 2024, the immediately preceding trading date. Anna Bryson: Pursuant to Ms. Bryson’s amended offer letter, in the event of a termination of her employment by us without Cause or by Ms. Bryson as a result of a Constructive Termination within twelve months following the consummation of a Change in Control (as such capitalized terms are defined in the amended offer letter), Ms. Bryson will be eligible to receive acceleration of 100% of any of her then-outstanding and unvested equity awards, such that all equity awards will become vested and exercisable as of her separation date. Had such a qualifying termination of employment occurred on March 31, 2024, the value of the accelerated vesting of Ms. Bryson’s outstanding equity awards would have been $9,427,042. Jennifer Chaloemtiarana: Pursuant to Ms. Chaloemtiarana’s offer letter, in the event of her termination of employment by us without Cause (as defined in the offer letter), Ms. Chaloemtiarana will receive a cash payment in an amount equal to six (6) months of her then-current base salary and a pro-rated portion of her annual incentive compensation (both paid in equal installments over six (6) months) and acceleration of the then-outstanding unvested equity that would have vested during the six (6) months following such termination of employment, so that any such equity awards will vest and become exercisable as of the date of her termination as if she had provided services to the company for an additional six (6) months. Had such a qualifying termination of employment for Ms. Chaloemtiarana occurred on March 31, 2024, the value of the cash salary severance would have been $150,000, the value of the cash annual incentive compensation would have been $150,000, and the value of the accelerated vesting of her outstanding equity awards would have been $798,696, for a total value of $1,098,696. In addition, in the event of a termination of Ms. Chaloemtiarana’s employment within twelve months following the consummation of a Change in Control (whether such termination is by us without Cause or by Ms. Chaloemtiarana as a result of Constructive Termination (as each such capitalized term is defined in the offer letter)), Ms. Chaloemtiarana will be eligible to receive a cash payment in an amount equal to six (6) months of her then-current base salary and a pro-rated portion of her annual incentive compensation (both paid in equal installments over six (6) months) and acceleration of 100% of any of her then-outstanding and unvested equity awards, such that all equity awards will become vested and exercisable as of her separation date. Had such a qualifying termination of employment for Ms. Chaloemtiarana occurred on March 31, 2024, the value of the cash salary severance would have been $150,000, the value of the cash annual incentive compensation would have been $150,000, and the value of the accelerated vesting of her outstanding equity awards would have been $2,590,359, for a total value of $2,890,359. Craig Overpeck: Pursuant to the terms of the PSU grant issued to Mr. Overpeck, in the event of a ”sale event” as defined under our 2021 Plan prior to the completion of the performance period for the PSUs, Mr. Overpeck would be eligible to receive that number of shares that the Compensation Committee had determined had been earned as of the date of the sale event. Had a termination of Mr. Overpeck’s employment occurred on March 31, 2024, Mr. Overpeck would not have been eligible to receive any of the underlying shares subject to his PSU grant. In addition, the Company’s equity plans provide for certain contingent benefits upon a change in control as described below: The 2010 Equity Incentive Plan (the “2010 Plan”) provides that in the event of a merger or a “Change in Control,” as defined in the 2010 Plan, each outstanding award is treated as our board determines without participant consent. Outstanding awards may be (i) assumed or substituted by an acquiring company; (ii) upon written notice to participants, terminate upon or immediately prior to the Change in Control or merger; (iii) vest and become exercisable, or restrictions will lapse, in whole or in part prior to the Change in Control or merger; (iv) terminate for an amount of cash or property equal to what the participant would have received on exercise or realization of the award, if any; or (v) any combination of the foregoing. However, in the event that the acquiring company does not assume or substitute awards, (x) all vesting on options and stock appreciation rights shall fully accelerate and become exercisable, (y) all restrictions on restricted stock and restricted stock units will lapse, and (z) any performance-based vesting and performance goals or other vesting criteria will be deemed achieved at one-hundred percent of goal. The 2021 Plan, provides that upon the effectiveness of a “sale event,” as defined in our 2021 Plan, an acquirer or successor entity may assume, continue or substitute for the outstanding awards under our 2021 Plan. To the extent that awards granted under our 2021 Plan are not assumed or continued or substituted by the successor entity, all unvested awards granted under our 2021 Plan shall terminate. In such case, except as may be otherwise provided in the relevant award agreement, all options and stock appreciation rights with time-based vesting, conditions or restrictions that are not vested and exercisable immediately prior to the sale event will become fully vested and exercisable as of the sale event, all other awards with time-based vesting, conditions, or restrictions will become fully vested and nonforfeitable as of the sale event, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with the sale event at the plan administrator’s discretion or to the extent specified in the relevant award agreement.

  41. CEO PAY RATIO

    CEO PAY RATIO Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. The annual total compensation for 2024 for our CEO, Mr. Tangney was $298,869 as reported under the heading “Summary Compensation Table.” Our median employee's annual total compensation for 2024 was $160,672, calculated using the same methodology as that for our CEO which includes both cash and equity based compensation. As a result, we estimate that Mr. Tangney's 2024 total compensation was approximately 1.86 times that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee using our employee population on March 31, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We did not include any contractors or other non-employee workers in our employee population. To identify the median employee, we used a consistently applied compensation measure consisting of annual base pay, actual commissions, actual bonuses, and the grant date fair value of equity awards granted to our employees during the fiscal year ended March 31, 2024. Compensation for new hire employees that commenced employment in fiscal year 2024 was annualized to reflect a full year. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.

  42. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables set forth information concerning the compensation of our named executive officers and our financial performance for the fiscal years ended March 31, 2024, 2023, and 2022.

  43. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Chief Executive Officer, who is our principal executive officer (“PEO”) and the other NEOs, as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Fiscal 2024 Executive Compensation Program—Compensation Discussion and Analysis.”

  44. Pay Versus Performance Table

    Pay Versus Performance Table The following table summarizes compensation values reported in the Summary Compensation Table (“SCT”) for our PEO and the average for our other NEOs, as compared to Compensation Actually Paid (“CAP”) and the Company’s financial performance for the fiscal years ended March 31, 2024, 2023, and 2022:

  45. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Total Shareholder Return(5) ($) | Peer Group Shareholder Return ($)(6) | Net Income (Millions) ($) | Revenue (Millions) ($)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 298,869 | (15,679,931) | 2,486,614 | 657,221 | 50.77 | 153.41 | 147.6 | 475.4 | | 2023 | 243,726 | (101,686,366) | 1,074,218 | (7,298,566) | 61.09 | 105.07 | 112.8 | 419.1 | | 2022 | 243,388 | 217,519,085 | 3,225,392 | 23,272,821 | 98.28 | 110.08 | 154.8 | 343.5 |

  46. Pay Versus Performance Table

    _____________ (1)The following individuals were our Non-PEO NEOs in the respective years: 2024: Anna Bryson, Craig Overpeck, Nate Gross, Jennifer Chaloemtiarana 2023: Anna Bryson, Paul Jorgensen, Nate Gross, Jennifer Chaloemtiarana 2022: Anna Bryson, Paul Jorgensen, Joseph Kleine (2)The dollar amounts reported in column (c) and (e) represent the CAP to our PEO and the average CAP to our other NEOs as a group, respectively, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the actual amount of compensation earned by or paid to our PEO or our other NEOs as a group during the applicable year. (3)In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the 2024 amount reported for our PEO and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP. For information on the calculation of “compensation actually paid” for 2023 and 2022, please see the “pay versus performance” disclosure in our 2023 definitive proxy statement which was filed with the SEC on June 14, 2023.

  47. Pay Versus Performance Table

    | | 2024 | | | | Jeff Tangney | Average Non-PEO NEOs | | Total Compensation from SCT | 298,869 | 2,486,614 | | Adjustments for equity awards: | | | | Grant date values in the SCT | — | (2,014,906) | | Year-end fair value of unvested awards granted in the current year | — | 1,336,122 | | Fair values at vest date for awards granted and vested in current year | — | 142,480 | | Change in fair values from prior year-end to current year-end of unvested awards granted in prior years | (12,965,556) | (873,480) | | Change in fair values from prior year-end to vest date of awards granted in prior years that that vested in the year | (3,013,244) | (419,609) | | Forfeitures during current year equal to prior year-end fair value | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | | Total Adjustments for Equity Awards | (15,978,800) | (1,829,393) | | Compensation Actually Paid | (15,679,931) | 657,221 |

  48. Pay Versus Performance Table

    (4)The Company and the Peer Group total shareholder return is determined based on the value of an initial fixed investment of $100 on June 24, 2021 (the date that our Class A common stock commenced trading on the NYSE) through the end of the listed year, and assumes that all dividends were reinvested. (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR of the S&P 500 Information Technology Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. (7)While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

  49. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures As required by SEC rules, we are providing in this section a graphic analysis showing a comparison of the CAP to our NEOs and the other metrics presented in the Pay Versus Performance table: total stockholder return, net income, and revenue. Relationship between CAP, Cumulative Total Shareholder Return (“TSR”) of the Company and Cumulative TSR of the Peer Group The graph below illustrates the relationship between CAP for our PEO, the average of CAP for our Non-PEO NEOs, the Company's cumulative TSR, and the cumulative TSR of the S&P 500 Information Technology Index for each of the periods presented in the Pay Versus Performance table. Relationship Between CAP and Net Income The graph below illustrates the relationship between the CAP for our PEO, the average of CAP for our Non-PEO NEOs, and the Company's net income for each of the periods presented in the Pay Versus Performance table. Relationship Between CAP and Revenue The graph below illustrates the relationship between the CAP for our PEO, the average of CAP for our Non-PEO NEOs, and the Company's revenue for each of the periods presented in the Pay Versus Performance table.