DEF 14A of Alkami Technology, Inc., Mar 31, 2025

DEF 14A of Alkami Technology, Inc.

Filed Mar 31, 2025 · FY20240001529274-25-000051

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Todd Clark and Gary Nelson are Class I directors whose terms expire at the conclusion of the Annual Meeting. Each of Mr. Clark and Mr. Nelson has not been nominated for re-election at the Annual Meeting. The Company thanks Mr. Clark and Mr. Nelson for their many years of dedicated service to the Company. The Company has nominated Joseph Payne for election as a Class I director to fill one of the vacancies caused by the departures of Mr. Clark and Mr. Nelson. Mr. Payne was initially recommended to the Nominating & Corporate Governance Committee by the Company’s Chief Executive Officer. In addition, to rebalance the Board classes so that they are as nearly equal in number as possible, on March 30, 2025, the Board (1) approved the reduction of the size of the Board from nine to eight directors and the reduction of the size of Class II from four to three directors, effective upon the election of directors at the Annual Meeting, (2) determined that one of the Company’s directors should be reclassified from Class II (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class I (standing for election at the Annual Meeting) and (3) accepted the resignation of Mr. Osnoss as a Class II director (effective upon the election of directors at the Annual Meeting) and nominated Mr. Osnoss to stand for election as a Class I director at the Annual Meeting. After giving effect to the addition of Joseph Payne and the reclassification of Mr. Osnoss from Class II to Class I, three Class I directors are to be elected at the Annual Meeting: Maria Alvarez, Raphael Osnoss, and Joseph Payne. The Class II directors, whose terms will expire at the 2026 Annual Meeting of Stockholders, are Charles Kane, Alex Shootman and Brian R. Smith, and the Class III directors, whose terms will expire at the 2027 Annual Meeting of Stockholders, are Steve Mitchell and Barbara Yastine. If elected at the Annual Meeting, each of the Class I nominees would serve until the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until each such director’s earlier death, resignation or removal. Directors are elected by a plurality of the votes cast. Accordingly, the three nominees receiving the highest number of “For” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Proxies cannot be voted for a greater number of persons than the nominees named. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE. Set forth below is certain biographical information for each nominee and each director whose term will continue after the Annual Meeting.

  2. ELECTION OF DIRECTORS

    | Name | Age | Director Class | Independent | Audit Committee | Compensation Committee | Information Systems Audit Committee | Nominating & Corporate Governance Committee | | Maria Alvarez | 60 | Class I | ü | | | Chair | | | Raphael Osnoss | 38 | Class I | ü | | Chair | | ü | | Joseph P. Payne(1) | 60 | Class I | ü | ü | ü | | | | Charles Kane | 67 | Class II | ü | Chair | | | | | Alex Shootman | 59 | Class II | | | | | | | Brian R. Smith | 59 | Class II | ü | | ü | ü | Chair | | Steven Mitchell | 55 | Class III | ü | | | | ü | | Barbara Yastine | 65 | Class III | ü | ü | | ü | |

  3. ELECTION OF DIRECTORS

    (1)Upon his election to the Board, effective as of the conclusion of the Annual Meeting, Mr. Payne will be appointed to serve on the Audit and Compensation Committees of the Board.

  4. NOMINEES FOR ELECTION TO CLASS I

    NOMINEES FOR ELECTION TO CLASS I Maria Alvarez has served on our Board since January 1, 2023. Ms. Alvarez currently serves as VP, AI Platform and AI Division at Microsoft Corporation, a technology company, and has served in senior roles at Microsoft since 2011, including as General Manager, Shared Engineering Services, AI & Research Group. Before joining Microsoft, Ms. Alvarez served as Chief Technology Officer and Product Head at Panda Security, a cybersecurity software company, and she previously held senior roles at Yahoo! Inc., Hewlett Packard Company and Symantec Corporation. She currently serves as an independent board member of BB Imaging, a private company that offers diagnostic ultrasound services, and previously served on the board of directors of Workfront, Inc., a privately held SaaS software company. Ms. Alvarez brings to the Board expertise in product strategy, operational and technical excellence, international leadership, and digital transformation. She has extensive experience in software development in the security, search advertising and AI industries. Ms. Alvarez holds a M.S. in Computer Science from California Polytechnic University Pomona. Raphael “Raph” Osnoss has served on our Board since December 2017. Mr. Osnoss is a Managing Director at General Atlantic and focuses on the firm’s investments in the Financial Services sector. Prior to joining General Atlantic, Mr. Osnoss was an Associate at Berkshire Partners, a private equity firm, from 2010 to 2012. Previously, he was an Analyst in the Investment Banking Division of Goldman Sachs from 2008 to 2010. He currently serves on the boards of EngageSmart, a SaaS platform for customer engagement and payments, Tripleseat, a provider of software to the hospitality industry, Creative Planning, a wealth management firm, Hostaway, a SaaS platform for the vacation rental industry, and Avant, a financial technology company. He previously served on the board of directors of Insurity, Inc., a cloud-based solutions and data analytics company, and Amount, a loan origination and banking software provider. He also serves on the board of Edible Schoolyard NYC, a food and education-focused charitable organization. Mr. Osnoss holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School. We believe Mr. Osnoss is qualified to serve on our Board because of his knowledge of technology and the financial services industry. Joseph P. Payne currently is a Group Leader at Enterprise Software CEO Roundtable, a learning and development group for CEOs of $100 million+ software companies. From 2015 to 2024 Mr. Payne was the president and CEO of Code42 Software, a leader in Insider Risk Management, which focuses on reducing the risk of data leakage from insiders. Mr. Payne sold that business to Mimecast in August of 2024. Mr. Payne is a seasoned executive with more than 30 years of leadership in high-growth software companies. He has broad experience as a software CEO delivering solutions to enterprises across numerous industries. He currently serves on the board of directors of First Focus Campaign for Children, a non-partisan, not-for-profit advocacy organization. He previously served on the boards of Code42, Dealertrack (NASDAQ: TRAK), Cornerstone OnDemand (NASDAQ: CSOD), Workfront, TrackMaven, Plex, e-Security, eGrail, Ecutel, and Eloqua (NASDAQ: ELOQ). As CEO of Eloqua, Mr. Payne led the team to a successful IPO and a subsequent acquisition by Oracle. Mr. Payne is a magna cum laude graduate of Duke University and a graduate of the Fuqua School of Business where he was a Fuqua Scholar. We believe Mr. Payne is qualified to serve on our Board because of his extensive background as a software CEO and experience as an executive as well as previous public company board service.

  5. CLASS II DIRECTORS

    CLASS II DIRECTORS

  6. CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS Charles “Chuck” Kane has served on our Board since October 2019. Mr. Kane is a senior lecturer of International Finance at the MIT Sloan Graduate Business School of Management at the Massachusetts Institute of Technology, a position he has held since 2006. Since November 2006, Mr. Kane also serves as the Chairman of One Laptop Per Child, a non-profit organization that provides computing and Internet access for students in the developing world, for whom he served as President and Chief Operating Officer from 2008 until 2009. Mr. Kane served as Executive Vice President and Chief Administrative Officer of Global BPO Services Corp., from July 2007 until March 2008, and as Chief Financial Officer of Global BPO from August 2007 until March 2008. Prior to joining Global BPO, he served as Chief Financial Officer of RSA Security Inc. from May 2006 until RSA was acquired by EMC Corporation in October 2006. From July 2003 until May 2006, he served as Chief Financial Officer of Aspen Technology, Inc. Mr. Kane currently serves on the boards of directors of Progress Software Corporation (PRGS), a software company that specializes in the integration of business applications and Symbotic Inc. (SYM), an automation technology company. Mr. Kane previously served on the boards of directors of RealPage, Inc. (RP), Carbonite, Inc. (CARB), Demandware, Inc. (DWRE), Borland Software Inc. (BORL) and Netezza Corporation (NZ). Mr. Kane holds a B.B.A. in accounting from the University of Notre Dame and an M.B.A. in international finance from Babson College. We believe Mr. Kane is qualified to serve on our Board because of his background in finance and accounting and experience as an executive and a public company director. Alex Shootman has served as our Chief Executive Officer, President and as a director on our Board since November 2021. Mr. Shootman brings to Alkami more than 20 years of executive leadership experience growing and scaling enterprise software companies across multiple industries. Most recently, he served as President and Chief Executive Officer of Workfront, a cloud-based enterprise work management software company, from July 2016 until its acquisition by Adobe Inc. in December 2020, after which he continued to lead the Workfront team as Vice President and General Manager of Workfront within Adobe until July 2021. Prior to joining Workfront, from September 2013 to June 2016, he served as President, Worldwide Field Operations at Apptio, Inc., a provider of cloud-based technology business management software. He also served as President of Eloqua Corp., an enterprise SaaS company acquired by Oracle Corporation, from March 2009 to September 2013. Mr. Shootman has also held executive leadership positions at IBM Corporation, BMC Software, Vignette Corporation and TeleTech Holdings. We believe Mr. Shootman is qualified to serve on our Board because of his knowledge and executive experience, including as a result of his service as our President and Chief Executive Officer. Brian R. Smith has served on our Board since September 2011. Mr. Smith is the founder of S3 Ventures, a venture capital firm, and has served as its Managing Director since 2005. Previously, he founded and served as Chairman and Chief Executive Officer of Crossroads Systems, Inc. Mr. Smith currently serves on the boards of Liquibase, Inc., an enterprise software provider, SpectraWave, a medical device company, Alleviant Medical, a medical device company, Endovascular Engineering, a medical device company, and VUV Analytics, Inc., a spectroscopy provider. Mr. Smith earned a B.S. in electrical engineering with honors from the University of Cincinnati and an M.S. in electrical engineering from Purdue University. We believe Mr. Smith is qualified to serve on our Board because of his experience as an investor and as an executive and board director.

  7. CLASS III DIRECTORS

    CLASS III DIRECTORS

  8. CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS Steven Mitchell has served on our Board since October 2014. Mr. Mitchell has served as the Chief Executive Officer of Argonaut Private Capital L.P., a private equity firm, since July 2016, prior to which he was the Managing Director of Argonaut Private Equity, LLC, since November 2004. Prior to joining Argonaut, Mr. Mitchell was a principal in both Radical Incubation and 2929 Entertainment. Mr. Mitchell serves on the boards of Aspen Aerogels, Inc. (ASPN), an energy technology company, and StepStone Group, Inc. (STEP), an investment firm. From 1996 to 1999, Mr. Mitchell was a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Mitchell holds a B.B.A. in marketing from Baylor University and a J.D. from University of San Diego School of Law. We believe that Mr. Mitchell is qualified to serve on our Board because of his experience as an investment manager and a board director. Barbara Yastine has served on our Board since October 2020. Ms. Yastine served as Co-Chief Executive Officer of Lebenthal Holdings LLC (“Lebenthal”), a private asset management firm, from September 2015 to June 2016. She previously served as Chair, President and Chief Executive Officer of Ally Bank from March 2012 to June 2015 and as Chair of Ally Bank and Chief Administrative Officer of Ally Financial from May 2010 to March 2012. Prior to joining Ally Financial, she served as a Principal of Southgate Alternative Investments beginning in June 2007. She served as Chief Financial Officer for investment bank Credit Suisse First Boston from October 2002 to August 2004. From 1987 through 2002, Ms. Yastine worked at Citigroup and its predecessor companies. Ms. Yastine also serves on the board of directors of AXIS Capital Holdings Limited (AXS), an insurance holding company, Zions Bancorporation, N.A. (ZION), a bank holding company, and Primerica, Inc. (PRI), an insurance and financial services sales company. She served on the board of directors of First Data Corporation (FDC) from September 2016 to July 2019. She received a B.A. in journalism and an M.B.A. from New York University. We believe Ms. Yastine is qualified to serve on our Board because of her experience as an executive and board director in the financial services and investment industries.

  9. Involvement in Certain Legal Proceedings

    Involvement in Certain Legal Proceedings Barbara Yastine, one of our directors, was the Co-Chief Executive Officer and a director of Lebenthal for approximately nine months from September 2015 to June 2016. In November 2017, approximately 17 months after Ms. Yastine left that position, Lebenthal and certain of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 7 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.

  10. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  11. KEY 2024 COMPENSATION ACTIONS

    | Compensation Component | Link to Business and Talent Strategies | 2024 Compensation Actions | | Base Salary | • Competitive base salaries help attract and retain executive talent. | • Merit-based increases for 2024 were established at 4% | | Annual Cash Incentive Compensation | • Focus executives on achieving annual financial results that are key indicators of financial and operational performance. | • Annual cash incentive awards were earned above target at an average of 125.1% due to company performance | | Long-Term Equity Incentive Compensation | • Restricted stock units provide focus on stock price performance and align our NEOs’ interests with the interests of our stockholders while vesting serves our talent retention objectives. | • 2024 annual equity-based awards consisted of restricted stock units (RSUs). • RSUs generally vest over four years, in equal quarterly installments. |

  12. EXECUTIVE COMPENSATION PRACTICES

    | ☑ Pay for the performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | ☒ We do not provide tax gross-ups | | ☑ Pre-established annual bonus plan performance goals that are aligned with creation of stockholder value | ☒ We do not allow hedging or short sales of our securities | | ☑ Review executive compensation practices of relevant peer group | ☒ We do not allow pledging of our securities | | ☑ Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company | | | ☑ Double-trigger vesting acceleration for equity awards in the event of a change in control | | | ☑ Clawback policy | | | ☑ Annual say-on-pay vote | |

  13. Peer Group Selection and Market Data

    Peer Group Selection and Market Data To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as industry-specific survey data. The peer group is used as a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the NEOs and as information on market practices including share utilization and incentive plan designs. For 2024 compensation decisions the Compensation Committee utilized the peer group set forth below. The criteria for inclusion in the peer group includes preference toward cloud-based software companies with revenues between 0.5 to 2x of the Company’s estimated revenue for 2024 and market capitalization of 0.25x to 3x compared to the Company as of June 2024.

  14. Peer Group Selection and Market Data

    | •A10 Networks •AvidXchange •BigCommerce •Certara •Definitive Healthcare •Enfusion •Flywire •Health Catalyst | •JFrog •MeridianLink •nCino •Olo •PagerDuty •Phreesia | •PROS •Q2 •Repay •Sprout Social •Workiva •Yext •Zuora |

  15. Peer Group Selection and Market Data

    Based on data compiled by FW Cook at the time of the peer group review, our revenues (trailing four quarters), market capitalization as of June 30, 2024, and operating income were at the 34th, 81st and 26th percentiles, respectively, in relation to the peer group. As an additional reference, our Compensation Committee also uses data from the Radford Global Technology executive compensation survey (Radford Survey) to evaluate the competitive market when formulating its recommendation for, or approving, the total direct compensation packages for our executive officers. The Radford Survey provides compensation market intelligence and is widely used within the technology industry. The Compensation Committee does not review the specific companies included in the Radford Survey and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.

  16. Senior Executive Bonus Plan (SEBP)

    Senior Executive Bonus Plan (SEBP) The Senior Executive Bonus Plan (SEBP) is a cash bonus plan that incentivizes short-term (i.e., annual) financial and operational performance. The Compensation Committee reviews our annual bonus opportunity as a percentage of Base Salary by job level each year to ensure they are competitive. The target annual incentive opportunity as a percent of annual base salary for each of our NEOs in 2024 was as follows:

  17. Senior Executive Bonus Plan (SEBP)

    | | 2024 Annual Incentive as Percent of Base Salary (%) | 2024 Target Annual Incentive ($) | | Alex Shootman | 100% | $537,000 | | W. Bryan Hill | 75% | $358,800 | | Stephen Bohanon | 100% | $452,088 | | Douglas A. Linebarger | 50% | $200,200 |

  18. Senior Executive Bonus Plan (SEBP)

    The Compensation Committee undertakes a rigorous review and analysis to establish annual performance goals under the SEBP. For 2024, the Compensation Committee established the following goals and payout levels under the SEBP:

  19. Senior Executive Bonus Plan (SEBP)

    | Goals | Weighting | Rationale For Metric | Payout Range | | GAAP Revenue | 60% | • Measure of our top-line performance and a key metric for our investors | 0% - 200% | | Adjusted EBITDA | 40% | • Adjusted EBITDA (defined below) is reflective of our operating performance and a key metric for our investors | 0% - 200% |

  20. Senior Executive Bonus Plan (SEBP)

    Adjusted EBITDA is a financial measure that is not prepared in accordance with generally accepted accounting principles in the United States (GAAP). We define Adjusted EBITDA as net loss before provision (benefit) for income taxes; (gain) loss on financial instruments; interest (income) expense, net; depreciation and amortization; stock-based compensation expense; secondary offering costs; acquisition-related expenses, net; and loss on extinguishment of debt. The threshold, target and maximum performance and payout opportunities under the 2024 SEBP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:

  21. Senior Executive Bonus Plan (SEBP)

    | | Below Threshold | Threshold | Target | Maximum | Actual | % of Target Achieved | Payout % | | Payout % | 0% | 50% | 100% | 200% | | | | | GAAP Revenue ($ millions) | <$328 | $328 | $335 | $347 | $334 | 90.4% | 54.25% | | Adjusted EBITDA ($ millions) | <$20 | $20 | $23 | $28 | $27 | 177.0% | 70.80% | | Weighted Average Payout for Financial Goals: 125.1% | | | | | | | |

  22. Determination of 2024 Bonus Plan Awards

    Determination of 2024 Bonus Plan Awards The Compensation Committee determined the 2024 annual cash incentive awards for the NEOs using the following framework:

  23. Determination of 2024 Bonus Plan Awards

    | Base SalaryX | Award PercentageX | Financial Performance Payout % | = | Award Payout |

  24. Determination of 2024 Bonus Plan Awards

    Based on the achievement of the 2024 financial and individual performance goals, the annual cash incentive awards paid to our NEOs for 2024 were as follows.

  25. Determination of 2024 Bonus Plan Awards

    | | Annual Cash Incentive Opportunity | | Annual Cash Incentive Paid | | | | % of Target | | | Alex Shootman | $537,000 | 125.1% | $671,787 | | W. Bryan Hill | $358,800 | 125.1% | $448,859 | | Stephen Bohanon | $452,088 | 125.1% | $565,562 | | Douglas A. Linebarger | $200,200 | 125.1% | $250,450 |

  26. Determination of 2024 Bonus Plan Awards

    We have adopted a similar SEBP in which all of our NEOs participate for 2025.

  27. Long-Term Incentive Program

    Long-Term Incentive Program Our primary equity compensation plan is the 2021 Incentive Award Plan (the “2021 Plan”), which our stockholders approved in April 2021. We have granted stock options and restricted stock units to our employees, including our named executive officers, in order to attract and retain them, as well as to align their interests with the interests of our stockholders. In order to provide a long-term incentive, these stock options and restricted stock units generally vest over three to five years subject to continued service to our Company. In 2024, the Compensation Committee approved long-term incentive awards in the form of 100% time-based restricted stock units for the Company’s executive officers. This design reflects the Company’s current stage of growth and strategic priorities. Grant sizes were determined based on a holistic assessment of individual performance, internal equity, competitive market data, and broader talent and retention considerations. The restricted stock units vest in equal quarterly installments over four years, subject to continued employment. The Compensation Committee believes this structure appropriately balances retention objectives with long-term alignment to stockholder interest. During 2024, the Compensation Committee approved the grant of the following annual RSUs.

  28. Long-Term Incentive Program

    | | Restricted Stock Units | | Rationale and | | | Target Value | Award (#) | Key Features | | Alex Shootman | $6,564,674 | 258,350 | •Align pay and company performance as reflected in our stock price. •Encourage retention of our executive officers' services and promote ownership by our executives in company stock. •RSUs vest as to 1/16th of the original number of restricted stock units underlying each award quarterly over four years, subject to continued service through the applicable vesting dates. | | W. Bryan Hill | $3,971,320 | 158,980 | | | Stephen Bohanon | $1,787,069 | 71,540 | | | Douglas A. Linebarger | $1,588,478 | 63,590 | |

  29. Retirement, Health, Welfare, Perquisites and Personal Benefits

    Retirement, Health, Welfare, Perquisites and Personal Benefits We did not generally provide perquisites to our NEOs that were not generally available to all of our other full-time employees in 2024. Our executive leadership team, including our NEOs, are eligible for a monthly cell phone and home allowance of $200 that is intended to offset the cost of cell phone service, internet access, equipment, and office supplies. We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We currently match 25% of a participant’s annual eligible contribution to the 401(k) plan, up to 8% of their annual eligible earnings or up to the Internal Revenue Service limit, whichever is lower. The Company contributions have historically vested as to 20% of the contribution annually, becoming fully vested after five years of service. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans. These health and welfare plans include medical, dental and vision benefits; short-term and long-term disability insurance; and group term life insurance and supplemental life and accidental death and dismemberment (AD&D) insurance. Each of our NEOs is party to an employment agreement with us that sets forth the terms and conditions of employment of the NEO, including an initial base salary, target bonus opportunity, and equity grants and employee benefits eligibility. The employment agreements provide for certain severance benefits and payments both outside of and in connection with a change in control. A description of such severance benefits and payments, as well as information on the estimated amount of payments and benefits that our NEOs would have been eligible to receive as of December 31, 2024, is set forth in the subsection titled “—Potential Payments Upon Termination or Change in Control” below.

  30. Timing of Grants of Equity Awards

    Timing of Grants of Equity Awards Neither the Board nor the Compensation Committee takes material non-public information into account when determining the timing of equity awards and we do not time the release of material nonpublic information based on equity award grant dates. The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during fiscal 2024. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

  31. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding compensation awarded to or earned by the NEOs listed below during the year ended December 31, 2024.

  32. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation(3) | Total ($) | | Alex Shootman Chief Executive Officer | 2024 | 537,000 | — | 6,564,674 | 671,787 | 8,250 | 7,781,711 | | | 2023 | 516,500 | — | 3,090,000 | 690,561 | 8,975 | 4,306,036 | | | 2022 | 450,000 | — | — | 540,774 | 7,525 | 998,299 | | W. Bryan Hill Chief Financial Officer | 2024 | 478,400 | — | 3,971,320 | 448,859 | 9,541 | 4,908,120 | | | 2023 | 460,000 | — | 4,097,376 | 461,265 | 10,299 | 5,028,940 | | | 2022 | 432,250 | 215,000 | 2,892,012 | 313,433 | 8,591 | 3,861,286 | | Stephen Bohanon(4) Chief Strategy Officer | 2024 | 452,088 | — | 1,787,069 | 565,562 | 7,883 | 2,812,602 | | | 2023 | 434,700 | — | 2,048,688 | 581,194 | 8,608 | 3,073,190 | | | 2022 | 432,250 | — | 6,231,540 | 622,404 | 7,028 | 7,293,222 | | Douglas A. Linebarger Chief Legal Officer | 2024 | 400,400 | — | 1,588,478 | 250,450 | 2,500 | 2,241,828 |

  33. 2024 Summary Compensation Table

    (1) Amounts shown do not reflect compensation actually received. Instead the amounts shown are the aggregate grant date fair value of equity awards, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumption used in the calculation of these amounts are included in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (2) Amounts represent bonuses earned under the Senior Executive Bonus Plan based on the achievement of certain performance goals. (3) $5,750, $7,041 and $5,383 of the amount reported constitutes matching contributions made under our 401(k) Plan to Messrs. Shootman, Hill, and Bohanon. $2,500 of the amount reported relates to cell phone stipends and home allowance. (4) Stephen Bohanon ceased serving as an executive officer on December 5, 2024, but remains our Chief Strategy Officer.

  34. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

  35. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Option Awards ($)(3) | | Name and Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Alex Shootman Chief Executive Officer | | 268,500 | 537,000 | 1,074,000 | — | — | | | 2/22/2024 | — | — | — | 258,350 | 6,564,674 | | W. Bryan Hill Chief Financial Officer | | 179,400 | 358,800 | 717,600 | — | — | | | 2/21/2024 | — | — | — | 158,980 | 3,971,320 | | Stephen Bohanon Chief Strategy Officer | | 226,044 | 452,088 | 904,176 | — | — | | | 2/21/2024 | — | — | — | 71,540 | 1,787,069 | | Douglas A. Linebarger Chief Legal Officer | | 100,100 | 200,200 | 400,400 | — | — | | | 2/21/2024 | — | — | — | 63,590 | 1,588,478 |

  36. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    (1) The Non-Equity Incentive Plan Awards consist of cash bonuses under the SEBP. Pursuant to the terms of the SEBP, bonus amounts are based on base salary earned during the year by each NEO. (2) The incentive stock awards granted to Messrs. Hill, Bohanon, and Linebarger on February 21, 2024 and to Mr. Shootman on February 22, 2024 were granted under the 2021 Incentive Award Plan and vest as to 1/16th of the original number of restricted stock units underlying each award quarterly over four years, subject to continued service through the applicable vesting dates. (3) In accordance with SEC rules, the amount shown reflects the grant date fair value of stock awards granted during fiscal 2024 calculated pursuant to FASB ASC 718. The assumptions used to calculate the valuation of the awards for fiscal 2024 are set forth in Note 2 to the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value of the stock awards granted during fiscal 2024 is based on the price of the Company’s common stock on the date the award was granted and does not reflect any fluctuations in the price of the Company’s common stock subsequent to the grant date. The amount shown therefore does not reflect the financial benefit that the holder of the award will actually realize upon the vesting of the award.

  37. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information regarding outstanding equity awards held by our NEOs at December 31, 2024.

  38. Outstanding Equity Awards at December 31, 2024

    | | | Options Awards | | | | Stock Awards | | | | | Number of | Number of | | | Number of | Market Value | | | | Securities | Securities | | | Shares or | of Shares | | | | Underlying | Underlying | | | Units of | or Units of | | | | Unexercised | Unexercised | Option | Option | Stock that | Stock that | | | Grant | Options (#) | Options (#) | Exercise | Expiration | have not | have not | | Name | Date | Exercisable | Unexercisable | Price ($) | Date | vested (#) | Vested ($)(1) | | Alex Shootman | 11/29/2021(2) | — | — | — | — | 250,000 | 9,170,000 | | | 3/3/2023(3) | — | — | — | — | 112,500 | 4,126,500 | | | 2/22/2024(4) | — | — | — | — | 209,912 | 7,699,572 | | W. Bryan Hill | 4/1/2019(5) | 100,000 | — | 2.34 | 3/3/2029 | — | — | | | 2/5/2021(6) | 2,450 | 4,900 | 15.46 | 2/4/2031 | — | — | | | 2/16/2022(7) | — | — | — | — | 56,352 | 2,066,991 | | | 2/15/2023(8) | — | — | — | — | 104,100 | 3,818,388 | | | 2/21/2024(9) | — | — | — | — | 129,172 | 4,738,029 | | Doug Linebarger | 2/5/2021(6) | 1,408 | 2,817 | 15.46 | 2/4/2031 | — | — | | | 2/16/2022(7) | — | — | — | — | 22,727 | 833,626 | | | 2/15/2023(8) | — | — | — | — | 70,271 | 2,577,540 | | | 2/21/2024(9) | — | — | — | — | 51,668 | 1,895,182 | | Stephen Bohanon | 2/5/2021(6) | 2,450 | 4,900 | 15.46 | 2/4/2031 | — | — | | | 2/16/2022(7) | — | — | — | — | 121,409 | 4,453,282 | | | 2/15/2023(8) | — | — | — | — | 70,271 | 2,577,540 | | | 2/21/2024(9) | — | — | — | — | 58,127 | 2,132,098 |

  39. Outstanding Equity Awards at December 31, 2024

    (1)Amounts calculated using $36.68 per share, the closing trading price of our common stock on December 31, 2024, the last trading day of the year. (2)Remaining restricted stock units vest in substantially equal quarterly installments through December 8, 2025, subject to continued service through the applicable vesting date. (3)Remaining restricted stock units vest in substantially equal quarterly installments through March 8, 2027, subject to continued service through the applicable vesting date. (4)Remaining restricted stock units vest in substantially equal quarterly installments through March 8, 2028, subject to continued service through the applicable vesting date. (5)20% of the shares originally subject to the option vest on the first anniversary of the grant date, 1/36th of 60% of the shares originally subject to the option vest monthly thereafter, and the remaining 20% of shares originally subject to the option vest on the fifth anniversary of the grant date, subject in each case to continued service through the applicable vesting date. This option may be exercised prior to the vesting with any shares purchased subject to a right of repurchase at the original exercise price that lapses in accordance with the option's vesting schedule. (6)1/48th of the shares originally subject to the option vest monthly measured from March 5, 2021, subject to continued service through the applicable vesting date. (7)Remaining restricted stock units vest in substantially equal quarterly installments through March 1, 2026, subject to continued service through the applicable vesting date. (8)Remaining restricted stock units vest in substantially equal quarterly installments through March 1, 2027, subject to continued service through the applicable vesting date. (9)Remaining restricted stock units vest in substantially equal quarterly installments through March 1, 2028, subject to continued service through the applicable vesting date.

  40. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  41. Option Exercises and Stock Vested in 2024

    | | 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 | | Alex Shootman Chief Executive Officer | — | | — | 348,438 | 10,589,438 | | W. Bryan Hill Chief Financial Officer | 960,250 | | 26,770,713 | 164,827 | 5,181,744 | | Stephen Bohanon Chief Strategy Officer | 133,877 | | 2,747,010 | 150,098 | 4,677,281 | | Douglas A. Linebarger Chief Legal Officer | 249,975 | 249,975 | 6,220,640 | 67,989 | 2,116,073 |

  42. Option Exercises and Stock Vested in 2024

    (1) Calculated by multiplying (i) the fair market value of common stock on the exercise date, which was determined using the closing price on NASDAQ of a share of common stock on the date of exercise, or if such day is a holiday, on the immediately preceding trading day, less the applicable exercise price, by (ii) the number of shares of common stock acquired upon exercise. (2) Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on NASDAQ of a share of common stock on the vesting date, or if such day is a holiday or weekend, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon vesting.

  43. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our NEOs are not eligible for pension benefits and are not party to nonqualified deferred compensation arrangements.

  44. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The employment agreements we have entered into with our NEOs include eligibility for severance benefits and payments. Each employment agreement provides that if the executive’s employment is terminated by the Company without “cause” or the executive resigns for “good reason” (each as defined in the agreement), the executive will be eligible to receive: (i) cash severance in an amount equal to 100% of the executive’s base salary, payable over a period of 12 months; and (ii) up to 12 months (for Mr. Shootman) or up to 9 months (for Messrs. Bohanon, Hill and Linebarger) of Company-paid healthcare continuation coverage. In addition, each employment agreement provides that if the executive’s employment is terminated by the Company without “cause” or the executive resigns for “good reason” during the period beginning three months before and ending two years after a change in control, in lieu of severance described above, the executive will be eligible to receive: (i) cash severance in an amount equal to the sum of 150% (for Mr. Shootman) or 100% (for Messrs. Bohanon, Hill and Linebarger) of the executive’s base salary, 100% of the executive’s target annual bonus, and a prorated target annual bonus, payable over a period of 12 months; (ii) up to 18 months (for Mr. Shootman) or up to 12 months (for Messrs. Bohanon, Hill and Linebarger) of Company-paid healthcare continuation coverage; and (iii) full vesting acceleration of the executive’s outstanding equity awards. The foregoing severance benefits are subject to the executive signing a general release of claims against the Company and its affiliates in a form acceptable to the Company. In the event of death or disability, Mr. Shootman’s agreement provides for a lump sum payment equal to a prorated annual target bonus for the year in which the termination occurs. Additionally, if the Company undergoes a change of control transaction and the executive’s equity awards are not assumed, continued or substituted in the transaction, the vesting of the equity awards will fully accelerate. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our Common Stock is the closing price as of December 31, 2024 ($36.68).

  45. Potential Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Termination | Involuntary Termination without Cause or Resignation of Executive for Good Reason not in connection to Change in Control ($) | Involuntary Termination without Cause or Resignation of Executive for Good Reason with Change in Control ($) | Death or Disability ($) | | Alex Shootman | | | | | Base Salary | 537,000 | 805,500 | — | | Target Annual Bonus | — | 1,074,000 | 537,000 | | COBRA | 28,802 | 43,204 | — | | Acceleration of Unvested RSUs | — | 20,996,072 | — | | W. Bryan Hill | | | | | Base Salary | 478,400 | 478,400 | — | | Target Annual Bonus | — | 717,600 | — | | COBRA | 13,858 | 18,477 | — | | Acceleration of Unvested RSUs | — | 10,623,408 | — | | Stephen Bohanon | | | | | Base Salary | 452,088 | 452,088 | — | | Target Annual Bonus | — | 904,176 | — | | COBRA | 21,602 | 28,802 | — | | Acceleration of Unvested RSUs | — | 9,162,921 | — | | Douglas A. Linebarger | | | | | Base Salary | 400,400 | 400,400 | — | | Target Annual Bonus | — | 400,400 | — | | COBRA | 21,602 | 28,802 | — | | Acceleration of Unvested RSUs | — | 5,306,349 | — |

  46. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Shootman: For 2024: •the annual total compensation of our median employee was $154,991; •the annual total compensation of our CEO was $7,781,711; and •the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees was 50 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We identified the employee with compensation at the median of the annual total compensation of all our employees in 2024 using the following methodology: •In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on December 31, 2024, 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 our median employee, we chose to use the sum of the following amounts: (i) salary or gross wages paid for fiscal 2024 and (ii) bonuses and cash incentives paid for fiscal 2024 (excluding allowances, relocation payments, and profit-sharing). We selected the foregoing compensation elements because they represented our principal broad-based compensation elements. Payments not made in U.S. dollars were converted to U.S. dollars. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our NEOs in the 2024 Summary Compensation Table. •For permanent employees hired during 2024, we annualized their salary or base pay as if they had been employed for the entire measurement period. For simplicity, for hourly employees we calculated annual base pay using a reasonable estimate of the hours worked during 2024 for hourly employees and stated base salary as of December 31, 2024 for our remaining employees. We did not make any cost-of-living adjustment. As disclosed in the 2024 Summary Compensation Table, the annual total compensation for our CEO was $7,781,711. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company's compensation practices and pay ratio disclosures.

  47. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following information sets forth the relationship between executive "compensation actually paid" or "CAP" as calculated as described below and certain financial performance of the Company in accordance with SEC rules. It includes compensation for our Principal Executive Officer, or PEO, and average compensation for our NEOs other than our PEO, or the non-PEO NEOs.

  48. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | S&P 1500 Application Software Index Total Stockholder Return(3) | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | | | | Net Income (in thousands) | Revenue (in thousands)(4) | | 2024 | $7,781,711 | $16,736,922 | $3,320,850 | $7,093,507 | $182.85 | $117.37 | $(40,835) | $333,849 | | 2023 | $4,306,036 | $11,410,536 | $4,051,065 | $8,567,454 | $120.89 | $106.63 | $(62,913) | $264,831 | | 2022 | $998,299 | $(4,781,701) | $5,577,254 | $2,997,881 | $72.73 | $64.93 | $(58,600) | $204,270 |

  49. PAY VERSUS PERFORMANCE

    (1)Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our CEO during each applicable fiscal year and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:

  50. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2024 | Alex Shootman | W. Bryan Hill, Stephen Bohanon, Douglas Linebarger | | 2023 | Alex Shootman | W. Bryan Hill, Stephen Bohanon | | 2022 | Alex Shootman | W. Bryan Hill, Stephen Bohanon |

  51. PAY VERSUS PERFORMANCE

    (2)The calculation of 2024 Compensation Actually Paid reflects certain adjustments to the Total Compensation as reflected in the Summary Compensation Table for the CEO and our remaining NEOs as set forth below: Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns is calculated in accordance with ASC Topic 718 and was determined by reference to the closing price per share on the applicable year‑end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s). Fair value is determined based on the same methodology as used to determine grant‑date fair value. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 2 to our consolidated financial statements in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2024 and prior fiscal years. (3)Represents the cumulative total shareholder return (TSR) on our Common Stock and the cumulative TSR on the S&P 1500 Application Software Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form 10‑K, through December 31, 2022, 2023 and 2024. The table assumes $100 was invested at the market close on April 14, 2021, which was the first day our Common Stock began trading. Data for the Peer Group TSR assumes reinvestment of dividends. (4)The most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024 to our performance was GAAP revenue.

  52. PAY VERSUS PERFORMANCE

    | | PEO | | | NEO | | | | | 2022 | 2023 | 2024 | 2022 | 2023 | 2024 | | Summary Compensation table total for applicable year | $998,299 | $4,306,036 | $7,781,711 | $5,577,254 | $4,051,065 | $3,320,850 | | Decrease in Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | (3,090,000) | (6,564,674) | (4,561,776) | (3,073,032) | (2,448,956) | | Increase in Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | — | 3,940,625 | 7,699,572 | 3,371,406 | 3,502,658 | 2,921,770 | | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (4,102,500) | 4,830,000 | 4,505,875 | (1,163,518) | 2,865,098 | 1,888,596 | | Increase in Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 685,750 | 1,560,188 | 733,909 | 814,438 | 614,170 | | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (1,677,500) | 738,125 | 1,754,250 | (959,394) | 407,227 | 797,077 | | Compensation Actually Paid | $(4,781,701) | $11,410,536 | $16,736,922 | $2,997,881 | $8,567,454 | $7,093,507 |

  53. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the three most recently completed fiscal years for the Company and the S&P Composite 1500 Application Software Index. TSR values begin with and are indexed to close of trading on April 14, 2021, the date of the Company’s first trading day. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and net income over the three most recently completed fiscal years for the Company. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and revenue over the three most recently completed fiscal years for the Company.

  54. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe that the following represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024 to our performance: 1.Revenue 2.Adjusted EBITDA1 (1)Adjusted EBITDA is a non-GAAP financial measure. For information on Adjusted EBITDA, a reconciliation to net loss, the most directly comparable GAAP financial measure, as calculated by Alkami Technology, Inc., please see Part II, Item 7: "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025.

  55. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows certain information with respect to the compensation of all non-employee directors of the Company for the fiscal year ended December 31, 2024.

  56. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Maria Alvarez | 36,000 | 178,388 | 214,388 | | Todd Clark | 42,000 | 178,367 | 220,367 | | Charles Kane | 50,000 | 178,315 | 228,315 | | Steve Mitchell | 34,000 | 178,387 | 212,387 | | Gary Nelson | 52,000 | 178,357 | 230,357 | | Raphael Osnoss | 46,000 | 178,315 | 224,315 | | Brian R. Smith | 64,000 | 178,379 | 242,379 | | Barbara Yastine | 40,000 | 178,315 | 218,315 |

  57. DIRECTOR COMPENSATION

    (1)Ms. Alvarez and Messrs. Clark, Mitchell, Nelson and Smith elected to be paid their cash retainers in fully vested restricted stock units, and amounts reported for them constitute the grant date fair value of the fully vested restricted stock units granted to them up to the amount of the cash fees to which they were entitled, as calculated in accordance with FASB ASC Topic 718. The grant date fair value of the fully vested restricted stock units granted in excess of the cash fees that would have been paid in the amount of $73, $52, $72, $42, and $64 are included for Ms. Alvarez and Messrs. Clark, Mitchell, Nelson and Smith, respectively, in amounts reported under the Stock Awards column. (2)Represents the annual award of restricted stock units per the Non-Employee Director Compensation Program. The awards will generally vest in full on the anniversary of the grant date. Amounts reported represent the aggregate grant date fair value of restricted stock units granted to our non-employee directors computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, our non-employee directors had equity awards outstanding with respect to the following number of shares:

  58. DIRECTOR COMPENSATION

    | Name | Shares Underlying Option Awards Exercisable | Unvested Restricted Stock Units | | Maria Alvarez(1) | — | 24,116 | | Todd Clark | — | 6,853 | | Charles Kane | 38,800 | 6,853 | | Steve Mitchell | — | 6,853 | | Gary Nelson | — | 6,853 | | Raphael Osnoss | — | 6,853 | | Brian R. Smith | — | 6,853 | | Barbara Yastine | — | 6,853 |

  59. DIRECTOR COMPENSATION

    (1)Ms. Alvarez has 17,263 RSUs unvested from her January 1, 2023 Initial Director award per the Non-Employee Director Compensation Program. Additionally, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and its committees. We have approved a compensation program for our non-employee directors (“Director Compensation Program”). Under the Director Compensation Program, our non-employee directors will receive cash compensation as follows: •Each non-employee director receives an annual cash retainer of $30,000 per year. •Any non-executive chairperson will receive an annual cash retainer of $60,000 per year. •The members of the following committees will receive additional annual cash retainers in the amounts set forth below, depending on whether the member serves as chairperson of the committee:

  60. DIRECTOR COMPENSATION

    | Committee | Chair | Non-Chair | | Audit Committee Member | $20,000 | $10,000 | | Compensation Committee Member | $15,000 | $7,500 | | Information Systems Audit Committee Member | $15,000 | $7,500 | | Nominating and Corporate Governance Committee Member | $10,000 | $5,000 |

  61. DIRECTOR COMPENSATION

    •All annual cash retainers are paid quarterly in arrears promptly following the end of the applicable quarter. •Each non-employee director may elect to receive all or part of his or her annual cash retainer in the form of restricted stock units under our 2021 Plan. Elections to convert all or part of the annual cash retainer into restricted stock units must generally be made on or before December 31 of the year before the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our Board or Compensation Committee. Each individual who first becomes a non- employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into restricted stock units, provided that the election is made before the date the individual becomes a non-employee director. Restricted stock units granted in lieu of all or a portion of the annual cash retainer are fully vested on the date of grant, and the number of restricted stock units is calculated by dividing (a) the amount of the annual retainer that would have otherwise been paid by (b) the average per share closing trading price of our Common Stock over the most recent 30 trading days as of the grant date. •If permitted by our Board or the Compensation Committee, non-employee directors may elect to defer all or part of the settlement of their restricted stock units (whether issuable in lieu of all or a portion of the annual cash retainer or issuable under their Initial Grant or Annual Grant, described below). Any such deferral election is subject to the rules, conditions and procedures as determined by our Board or the Compensation Committee in its sole discretion, which are intended to comply with the requirements of Section 409A of the Internal Revenue Code. The timing of the settlement of any deferred restricted stock units is made in accordance with the terms of the applicable deferral election. As of December 31, 2024, Ms. Alvarez and Messrs. Clark, Kane, Mitchell, Osnoss and Smith deferred settlement of 25,476, 34,744, 29,211, 34,187, 27,878 and 39,747 vested RSUs, respectively, under the Director Compensation Program. •Upon a non-employee director’s initial appointment or election to our Board, the director will automatically be granted an award of a number of restricted stock units calculated by dividing (a) $340,000 by (b) the average per share closing trading price of our Common Stock over the most recent 30 trading days as of the grant date (the “Initial Grant”). The Initial Grant will vest as to one-third of the underlying shares on each anniversary of the grant date, subject to continued service through each applicable vesting date. •Each non-employee director who has served for at least four months as of the date of each annual meeting of stockholders and will continue to serve thereafter will automatically be granted on the date of the annual meeting of stockholders an award of a number of restricted stock units calculated by dividing (a) $190,000 by (b) the average per share closing trading price of our common stock over the most recent 30 trading days as of the grant date (the “Annual Grant”). Each Annual Grant will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately before our annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date. •In the event of a change in control (as defined in the 2021 Plan), each Initial Grant and Annual Grant, along with any other equity-based awards held by any non-employee director, will vest and, if applicable, become exercisable immediately before such change in control.