DEF 14A of Thryv Holdings, Inc.
Filed Apr 30, 2026 · FY20250001556739-26-000029
Director Qualifications
Director Qualifications The Nominating and Corporate Governance Committee is responsible for reviewing with the Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board of Directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members of the Board of Directors), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, take into account many factors, including ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment, experience in the Company’s industry and with relevant social policy concerns, understanding of the Company’s business on a technical level, other board service and educational and professional background. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The Board of Directors evaluates each individual in the context of the Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board of Directors. The Nominating and Corporate Governance Committee and the Board of Directors will take into account the nature of, and time involved in, a director’s service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors when making its recommendations to the Company’s stockholders. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, to be in our Company’s and stockholders’ best interests.
Director Qualifications
| Thryv Holdings, Inc. | 10 | 2026 Proxy Statement |
Director Qualifications
Proposal No. 1 Election of Directors Our Board of Directors currently consists of seven directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2027 and 2028, respectively. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of the nominees named below be elected as a Class III director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Mr. Slater is a current Class III director and has been a director since 2016. Mr. Walsh is a current Class III director and has been a director since 2014. Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for by more than two directors. Stockholders may not cumulate votes for the election of directors.
Director Qualifications
| Our Board of Directors Recommends a Vote FOR ALL NOMINEES in the Election of the Class III Directors |
Director Qualifications
| Thryv Holdings, Inc. | 11 | 2026 Proxy Statement |
Nominees to Our Board of Directors
Nominees to Our Board of Directors The nominees and their ages, occupations, and length of service on our Board of Directors as of the date of this Proxy Statement are provided below.
Nominees to Our Board of Directors
| AGE: 53 DIRECTOR SINCE: 2016 | John Slater Class III Director Mr. Slater has served as Lead Independent Director since December 2021. He is an investment leader with over 20 years of experience across private credit, special situations, and fintech-enabled lending. He most recently served as Chief Investment Officer of Hum Capital from September 2021 to December 2025, building a technology-enabled specialty finance platform from the ground up. Mr. Slater previously served on our board of directors from 2013 to 2015. Mr. Slater served as Managing Director, Head of Credit at GPI Capital L.P. from January 2020 to December 2020. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. We believe Mr. Slater is qualified to serve on our Board of Directors because of his extensive background in accounting, technology sector investing and operations, and capital markets, and his board level experience. |
Nominees to Our Board of Directors
| AGE: 63 DIRECTOR SINCE: 2014 | Joseph A. Walsh Class III Director Mr. Walsh has served as Chairman since December 2021, and as Chief Executive Officer and a Director since October 2014. Mr. Walsh also serves as the Chief Executive Officer and Chairman of Walsh Partners, a private company focused on investments and advisory services, since January 2012, and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to December 2018. Mr. Walsh also previously served as President and CEO of Yellowbook, Inc. We believe Mr. Walsh is qualified to serve on our Board of Directors because he brings a wealth of leadership experience, particularly in the areas of SaaS software, small and medium-sized business (“SMB”) marketing and strategic direction, and because of the operational expertise and continuity that he brings to our Board of Directors as our Chief Executive Officer. |
Nominees to Our Board of Directors
| Thryv Holdings, Inc. | 12 | 2026 Proxy Statement |
Continuing Directors
Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement are provided below.
Continuing Directors
| AGE: 56 DIRECTOR SINCE: 2020 | Amer Akhtar Class I Director Mr. Akhtar has served as Chief Executive Officer of iTrade Network Inc., a provider of supply chain software since August 2022. He previously served as the Chief Executive Officer of Celential.ai Inc., a venture-funded provider of AI-based recruiting solutions from January 2020 to January 2022. From April 2019 to October 2019, Mr. Akhtar served as the Chief Revenue Officer of DeepMap Inc., a high-definition mapping software provider for autonomous driving. From April 2016 to March 2019, Mr. Akhtar was the Chief Operating Officer, Head of U.S. and advisor to the CEO of XPT Inc., or XPT, a division of the electric vehicle company NIO, Inc. Prior to joining XPT, from November 2014 to April 2016, Mr. Akhtar was VP and General Manager of Yahoo Small Business, a technology business focused on e-commerce and online presence. Mr. Akhtar has also served as a board member of Zeuss Inc. from 2014 to 2019 and as an advisory board member of PayActiv Inc., a financial wellness platform, since 2014. Mr. Akhtar also spent almost a decade at Automatic Data Processing, Inc., or ADP, including from 2009 to 2013, in which he was Managing Director and Country President for ADP in Shanghai, China. Mr. Akhtar graduated from Amos Tuck School of Business at Dartmouth College. We believe that Mr. Akhtar is qualified to serve on our Board of Directors because of his technology and software expertise and his deep experience with SMBs. | | AGE: 64 DIRECTOR SINCE: 2020 | Bonnie Kintzer Class I Director Ms. Kintzer served as the President and Chief Executive Officer of Trusted Media Brands, Inc., a media and direct marketing company, from April 2014 until her retirement in July 2025. Ms. Kintzer also served as a director of Trusted Media Brands, Inc. from April 2014 to July 2025. Previously, Ms. Kintzer served as Chief Executive Officer for Women’s Marketing Inc. from April 2010 to March 2014, where she also served as a director from September 2009 to December 2015. Ms. Kintzer served as Chairperson of the Reader’s Digest Foundation until March 2022, as a director of Union Savings Bank from October 2020 to March 2022, a director of SilverSPAC from September 2021 to September 2023, and currently serves as Chairperson of the 40 Million Story Campaign for United Through Reading. Ms. Kintzer served as a member of the board of directors for the Children’s Learning Center of Fairfield County from September 2017 to April 2022 and the Chair of the MPA – The Association of Magazine Media from April 2021 to June 2022. Ms. Kintzer holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Clark University. We believe that Ms. Kintzer is qualified to serve on our Board of Directors due to her relevant leadership experience in the digital marketing arena, and, more specifically, with the rebranding of the Reader’s Digest Association into a digital-first company. |
Continuing Directors
| Thryv Holdings, Inc. | 13 | 2026 Proxy Statement |
Continuing Directors
| AGE: 57 DIRECTOR SINCE: 2020 | Ryan O’Hara Class II Director Mr. O’Hara has served as the Chief Executive Officer of Likewize, a technology protection and support company since May 2025. He previously served as Chief Executive Officer of 210 Home Buyers Warranty from July 2022 to December 2024, and served as an advisor to Apollo Global Management in the technology and media sectors from January 2020 until December 2022. From June to December 2019, Mr. O’Hara served as the Chief Executive Officer of Shutterfly, Inc., where he also served as a director from June to October 2019. Previously, from January 2015 to June 2019, Mr. O’Hara served as the Chief Executive Officer of Move Inc./Realtor.com. Prior to 2015, Mr. O’Hara also served in senior management roles at the Madison Square Garden Company and Gemstar–TV Guide International, Inc., and worked at Nestlé S.A., Fox Cable Networks, British Sky Broadcasting Group, and PricewaterhouseCoopers LLP. Mr. O’Hara currently serves on the board of Offerpad and as a board observer of Inside Real Estate, and previously served on the board of TKB Critical Technologies until August 2023, the board of REA Group Limited from June 2017 to April 2019, and the advisory council for the Stanford University Center on Longevity from August 2020 through January 2024. Mr. O’Hara holds a Bachelor of Arts degree in Economics from Stanford University, a Master of Business Administration from Harvard Business School and the Director Certificate from Harvard Business School. We believe Mr. O’Hara is qualified to serve on our Board of Directors because of his significant experience with technology and recurring revenue models and his deep experience serving on the Board of Directors of both public and private companies. | | AGE: 44 DIRECTOR SINCE: 2025 | Lou Orfanos Class II Director Mr. Orfanos has served as Senior Vice President/General Manager at Toast Inc. since May 2022, where he leads Toast’s core Restaurant and Commerce business. In this role, he leads strategy and execution for the company’s flagship SaaS and hardware products. From April 2018 to April 2022 Mr. Orfanos was General Manager and Vice President of Product for HubSpot, where he led and scaled the sales, service, and commerce Hub product lines that propelled the company to become the world’s leading SMB CRM. Mr. Orfanos has also served various product and commercial leadership roles, including launching and leading join.me at LogMeIn from 2010 to 2014, leading product and go-to-market at Upland Localytics from July 2014 to March 2018, and consulting in Marketing at Monitor Deloitte from November 2007 to January 2010. He is a regular guest lecturer on product management at Harvard Business School and is an active startup investor and mentor. Mr. Orfanos holds a Bachelor of Science degree from Bentley University. Mr. Orfanos currently does not serve on any other public company boards. Mr. Orfanos is qualified to serve on our Board of Directors because of his deep product experience. | | AGE: 42 DIRECTOR SINCE: 2020 | Lauren Vaccarello Class I Director Ms. Vaccarello has served as Chief Marketing Officer of WEKA since September 2024. She previously served as an Executive in Residence for Scale Venture Partners from October 2023 to October 2024. She served as Chief Marketing Officer of Salesloft, the provider of a leading sales engagement platform from May 2022 to June 2023 and the Chief Marketing Officer of Talend S.A., a data integration and data integrity company, from July 2019 to October 2021. Previously, Ms. Vaccarello served as the Vice President of Customer Engagement and Vice President of Marketing at Box, Inc., a cloud content management company, from July 2015 to October 2018. From August 2014 to July 2015, Ms. Vaccarello served as the Senior Vice President of Marketing of Sysomos Inc. Ms. Vaccarello has also held executive leadership roles at the AdRoll Group and Salesforce.com, Inc. Ms. Vaccarello currently serves as a director of USA for UNFPA. Ms. Vaccarello also served as a director of SalesHood Inc. from July 2019 to August 2022. Ms. Vaccarello holds a Bachelor of Science degree in Marketing from Emerson College. We believe that Ms. Vaccarello is qualified to serve on our Board of Directors because of her expertise in digital marketing and her success in growing several SaaS companies. |
Continuing Directors
| Thryv Holdings, Inc. | 14 | 2026 Proxy Statement |
Non-Employee Director Compensation
Non-Employee Director Compensation Our non-employee directors receive an annual retainer for Board and committee service of $100,000, the Audit Committee chairperson receives an additional annual fee of $25,000, and the Compensation and Nominating and Corporate Governance Committee chairpersons each receive an additional annual fee of $20,000. In May 2025, the Compensation Committee determined to introduce committee member annual retainers equal to 50% of the applicable chairperson’s retainer: $12,500 per year for Audit Committee members and $10,000 per year for Compensation Committee and Nominating and Corporate Governance Committee members. The Lead Independent Director also receives an additional annual fee of $35,000. In May 2025, the Compensation Committee also determined to pay a special service fee of $10,000 to each Audit Committee member for the period of June 2025 to June 2026 in connection with their oversight of our cooperation with the previously disclosed SEC subpoena that we received in October 2024. Annual cash retainers for Board, Lead Independent Director and committee chair service are paid on a quarterly basis in advance. Additionally, in June 2025, each non-employee director was awarded restricted stock units (“RSUs”) having an aggregate fair market value of $145,000. These RSUs will vest in full on the one-year anniversary of the grant date. Mr. Walsh, our Chairman and Chief Executive Officer, does not receive compensation for his services as a director. See “Compensation Tables – Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2025.
Non-Employee Director Compensation
| Director Compensation – Fiscal Year 2025 | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Total ($) | | Amer Akhtar | 126,875 | 145,000 | — | 271,875 | | Bonnie Kintzer | 120,000 | 145,000 | — | 265,000 | | Ryan O’Hara | 120,000 | 145,000 | — | 265,000 | | Lou Orfanos | 82,500 | 145,000 | — | 227,500 | | John Slater | 173,750 | 145,000 | — | 318,750 | | Lauren Vaccarello | 126,875 | 145,000 | — | 271,875 | | Heather Zynczak | 25,000 | — | 257,843 | 282,843 |
Non-Employee Director Compensation
1.Consists of an award of RSUs granted pursuant to the Thryv Holdings, Inc. 2020 Incentive Award Plan (the “2020 Stock Plan”) to each director on June 12, 2025. Pursuant to the 2020 Stock Plan, each outside director receives an automatic grant of RSUs on the date of the annual stockholders meeting equal to the number of shares of common stock having an aggregate fair market value of $145,000. The amounts shown were not actually paid to the directors. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the RSUs awarded to each of them in fiscal year 2025. These values were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The aggregate grant date fair value of the RSUs is equal to the closing price of the common stock on the date of grant multiplied by the number of shares granted. On June 12, 2025, the date of grant for all directors, the closing price of our common stock on the Nasdaq was $13.14 per share. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. The awards were issued on June 12, 2025. Our directors’ outstanding equity awards as of fiscal year-end 2025 were as follows: Mr. Akhtar – 18,399 RSUs and 55,556 options; Ms. Kintzer - 18,399 RSUs and 55,556 options; Mr. O’Hara – 18,399 RSUs and 55,556 options; Mr. Orfanos – 11,035 RSUs; Mr. Slater – 18,399 RSUs and 55,556 options; Ms. Vaccarello – 18,399 RSUs and 55,556 options; and Ms. Zynczak - 55,556 options. 2. On October 15, 2020, options with a fixed 90-day post-termination exercise window were granted to members of the Board of Directors. On May 27, 2025, the Compensation Committee approved the modification of the post-termination expiration period for Ms. Zynczak, who completed her service to the Board and did not stand for re-election, extending the exercise window from 90 days following termination of service to the third anniversary of termination of service. At the time of modification, these awards were vested in full. This amount represents the fair market value of the modification of Ms. Zynczak’s option awards on May 27, 2025 to extend the exercise window.
Non-Employee Director Compensation
| Thryv Holdings, Inc. | 15 | 2026 Proxy Statement |
Non-Employee Director Compensation
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has engaged Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although we are not required to seek stockholder approval of this appointment, it has been our practice to do so. The ratification of the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting on the proposal. In the event that Grant Thornton is not ratified by our stockholders, the Audit Committee will review its future selection of Grant Thornton as our independent registered public accounting firm. Representatives of Grant Thornton are expected to be present at the Annual Meeting, will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.
Non-Employee Director Compensation
| Our Board of Directors Recommends a Vote FOR the Ratification of the Appointment of Grant Thornton LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 |
Non-Employee Director Compensation
| Thryv Holdings, Inc. | 16 | 2026 Proxy Statement |
Compensation Philosophy and Compensation Program Objectives
Compensation Philosophy and Compensation Program Objectives Our goal for our executive compensation program is to attract, motivate, retain and reward a talented, entrepreneurial, and creative team of executives who will provide leadership for our success in dynamic and competitive markets. Our compensation philosophy is rooted in pay-for-performance and supports a balanced compensation program that rewards employees for the achievement of our financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentive payouts based on company and individual performance. For fiscal year 2025, our executive compensation programs focused on both top-line and bottom-line performance, all while working on transforming our business and positioning the Company to be the leading provider of SaaS marketing solutions and cloud-based tools for SMBs. For fiscal year 2025, our Compensation Committee approved a compensation design and target compensation opportunities, comprised of a mix of fixed and variable cash compensation, including base salaries, a short-term cash incentive plan, an overachievement cash incentive plan and a long-term incentive plan. Our annual incentive design included metrics tied to our financial growth. Lyons, Benenson & Company Inc. (“Lyons Benenson”), the Compensation Committee’s independent compensation consultant, provided guidance to the Compensation Committee concerning the Company’s compensation design and target opportunities for fiscal year 2025. The elements of the 2025 compensation program are described in more detail below. Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation opportunities for each of our NEOs based on a number of factors: •the performance of our NEOs in prior years; •the roles and responsibilities of our NEOs; •the individual experience and skills of our NEOs; •for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and •comparable target compensation opportunities and internal equity among our NEOs.
What We Pay and Why: Elements of Compensation
| Employee Stock Purchase Plan | •Employee stock purchase plan that permits all eligible employees to elect to contribute up to 15% of their eligible compensation (up to the IRS maximum) to purchase Company shares at a 15% discount off the fair market value of shares in the Company. | Not applicable. | | Executive Physical | •Executive officers receive annual reimbursement for a comprehensive medical examination up to $5,300 for EVP and the actual cost of the executive physical for the Chief Executive Officer. | Not applicable. | | Retirement Benefits | •A 401(k) retirement savings plan enables all full-time U.S. employees, including executive officers, to contribute a portion of their compensation with a company matching contribution. | Not applicable. | | Employment and Severance Benefits | •CEO Employment Agreement provides for salary, incentive opportunities and severance benefits. •Thryv, Inc. Severance Plan-Executive Vice Presidents and Above (“EVP Severance Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment. | Not applicable. |
Compensation Peer Group for Fiscal Year 2025
Compensation Peer Group for Fiscal Year 2025 Our executive compensation program is designed to reward achievement of goals and to attract, retain and motivate our leaders in a competitive talent market. The Compensation Committee examines the executive compensation of a group of peer companies (our “Compensation Peer Group”) to stay current with market pay practices and trends, and to understand the competitiveness of our total compensation and its various elements. At least annually, the Compensation Committee reviews the Compensation Peer Group to confirm that it includes companies that are comparable to Thryv on the basis of industry focus, scope of operations, size (based on revenues) and the competitive marketplace for talent. We use this data solely for informational purposes and do not target a specific percentile or make significant pay decisions based on market data alone. Although we believe this information can be helpful, we recognize that benchmarking is not always reliable and is subject to significant change from one year to the next—particularly for companies in the technology and SaaS industries. As a result, we use both Company and individual performance as primary drivers of pay levels, as opposed to market data. The Compensation Committee, in consultation with Lyons Benenson, selected the following 17 companies as our Compensation Peer Group for fiscal year 2025. This decision was primarily based on factors such as company size, business alignment, industry relevance and competition for executive talent. Changes to the peer group for 2025 compared to 2024, determined based on revenue size and business alignment, included the removal of AppLovin Corporation, MicroStrategy Incorporated, and Stagwell Inc., as well as the addition of Blackbaud, Inc., BlackLine, Inc., EverCommerce Inc., Magnite, Inc., and Outbrain Inc. We believe our peer group composition appropriately reflects our commitment to providing competitive pay opportunities sufficient to attract and retain the talented executives needed to lead the Company.
Compensation Peer Group for Fiscal Year 2025
| Blackbaud, Inc. | BlackLine, Inc. | Clear Channel Outdoor Holdings, Inc. | Criteo S.A. | Digital Turbine, Inc. | | EverCommerce Inc. | Five9, Inc. | HubSpot, Inc. | Magnite, Inc. | Outbrain Inc. | | Paycom Software, Inc. | Paylocity Holding Corporation | Pegasystems Inc. | Perion Network Ltd. | Verint Systems Inc. | | Workiva Inc. | Yelp Inc. | | | |
Short-Term Incentive Plan - Cash Incentive
Short-Term Incentive Plan - Cash Incentive We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Short-Term Incentive Plan (our “STI”). Payouts under our STI are determined annually by our Compensation Committee based on each NEO’s target incentive and performance against pre-determined performance measures. Our Compensation Committee follows the same benchmarking and decision-making process with respect to STI opportunities and payouts as it does with base salary. Our Compensation Committee may reassess our target annual incentive for each NEO from time to time. Our Compensation Committee approved the target annual incentive, performance levels and payout parameters for the STI for fiscal year 2025 in February 2025.
Short-Term Incentive Plan - Cash Incentive
| Named Executive Officers | Target Annual Incentive (STI) (% of Base Salary) | | Joseph A. Walsh | 100 | | Paul D. Rouse | 70 | | Grant Freeman | 70 | | John Wholey | 70 | | Lesley Bolger | 60 |
Short-Term Incentive Plan - Cash Incentive
There were three financial performance metrics and one individual metric in our STI for fiscal year 2025. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the
Short-Term Incentive Plan - Cash Incentive
| Thryv Holdings, Inc. | 27 | 2026 Proxy Statement |
Short-Term Incentive Plan - Cash Incentive
plan. Each of the financial performance metrics and goals reflected the Board approved budget from December 5, 2024. These goals generally align with the budget and financial projections of the Company for fiscal year 2025: 1.Adjusted EBITDA (25%). This performance metric supports our focus on maintaining margin trends. Adjusted EBITDA is a non-GAAP financial metric defined in our STI as total company operating income, before interest, taxes, depreciation and amortization, each calculated in accordance with GAAP, adjusted to exclude the impact of stock compensation expense. Additionally, the Compensation Committee may approve other one-time adjustments to Adjusted EBITDA, as appropriate. 2.Free Cash Flow (“FCF”) (25%). This performance metric supports our goal of generating value for our stockholders. FCF is a non-GAAP financial metric defined as net cash provided by operating activities less capital expenditures. 3.Reported SaaS Revenue (25%). This performance metric supports our goal of transitioning to a SaaS business. 4.Individual Performance (25%). This performance metric supports our goal of pay for performance. Individual annual goals (which are designed to propel Company performance and objectives) are determined by our Chief Executive Officer for all NEOs other than himself. The Chief Executive Officer’s individual annual goals are determined by the Compensation Committee. The attainment of each NEO’s annual goals is based on an individual performance assessment by our Chief Executive Officer (for all NEOs other than himself) and ratified by the Compensation Committee, and the attainment of our Chief Executive Officer’s individual goals is based on an individual performance assessment by our Compensation Committee. In fiscal year 2025, the Company established a minimum Adjusted EBITDA threshold (or gate) of $151 million for any payouts under the individual performance metric to be funded. That is, if Adjusted EBITDA for fiscal year 2025 was below $151 million, no payouts would be earned for the individual performance metric and the 25% of the STI attributable to individual performance would be forfeited regardless of individual performance achievement.
Short-Term Incentive Plan - Cash Incentive
| Thryv Holdings, Inc. | 28 | 2026 Proxy Statement |
Short-Term Incentive Plan - Cash Incentive
The below table reflects in detail the funding formulas applicable to our performance level for the Adjusted EBITDA, Reported SaaS Revenue and FCF performance (collectively, the “Company Performance”) metrics under our STI for fiscal year 2025.
Short-Term Incentive Plan - Cash Incentive
| Adjusted EBITDA (in millions) ($) | Adjusted EBITDA Component Payout (%) | FCF (in millions) ($) | FCF Component Payout (%) | Reported SaaS Revenue (in millions) ($) | SaaS Revenue Component Payout (%) | | 151.00 | 10 Threshold | 26.50 | 10 | 449.50 | 10 | | 152.00 | 20 | 27.00 | 20 | 451.00 | 20 | | 153.00 | 30 | 27.50 | 30 | 452.50 | 30 | | 154.00 | 40 | 28.00 | 40 | 454.00 | 40 | | 155.00 | 50 | 28.50 | 50 | 455.50 | 50 | | 156.00 | 60 | 29.00 | 60 | 457.00 | 60 | | 157.00 | 70 | 29.50 | 70 | 458.50 | 70 | | 158.00 | 80 | 30.00 | 80 | 460.00 | 80 | | 159.00 | 90 | 30.50 | 90 | 461.50 | 90 | | 160.00 | 100 Target | 31.00 | 100 | 463.00 | 100 | | 161.50 | 105 | 32.00 | 105 | 464.50 | 105 | | 163.00 | 110 | 33.00 | 110 | 466.00 | 110 | | 164.50 | 115 | 34.00 | 115 | 467.50 | 115 | | 166.00 | 120 | 35.00 | 120 | 469.00 | 120 | | 167.50 | 125 Maximum | 36.00 | 125 | 470.50 | 125 |
Short-Term Incentive Plan - Cash Incentive
| Thryv Holdings, Inc. | 29 | 2026 Proxy Statement |
Short-Term Incentive Plan - Cash Incentive
On February 18, 2026, our Compensation Committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2025. The Compensation Committee determined that for fiscal year 2025, Adjusted EBITDA of $158.6 million was achieved, corresponding to a 21.5% payout, FCF of $39.9 million was achieved, corresponding to a 31.25% payout, and Reported SaaS Revenue of $461.0 million was achieved, corresponding to a 21.75% payout. Adjusted EBITDA and FCF are non-GAAP measures that should not be considered as a substitute for, or superior to, our measures of financial performance prepared in accordance with GAAP. Adjusted EBITDA and FCF calculated in accordance with the STI may differ from the non-GAAP financial results we report in our annual earnings materials due to one-time adjustments approved by the Compensation Committee. The individual performance component was determined to be 102% of target for all NEOs, corresponding to a 25.5% payout. Some of the individual goals for 2025 included growing SaaS revenue and improving SaaS gross margins. Accordingly, the payout with respect to the individual performance component, together with the weighted average payout of the Company Performance metrics produced a total weighted average payout of 100.0%. The resulting incentive payments for 2025 STI to NEOs are detailed in the table below:
Short-Term Incentive Plan - Cash Incentive
| Named Executive Officers | 2025 STI ($) | | Joseph A. Walsh | 1,060,900 | | Paul D. Rouse | 365,171 | | Grant Freeman | 350,000 | | John Wholey | 297,500 | | Lesley Bolger | 232,943 |
Over Performance Plan-Cash Incentive
Over Performance Plan-Cash Incentive We provide our NEOs with the opportunity to earn additional annual, performance-based cash compensation under our Over Performance Plan (our “OPP”). The OPP is intended to motivate and reward executive officers for the overachievement of annual business objectives. Payouts under our OPP are determined annually by our Compensation Committee based on each NEO’s overachievement of target incentive and performance against pre-determined Company financial performance measures. Our Compensation Committee may reassess our target OPP incentive for each NEO from time to time. Our Compensation Committee approved the target incentives, performance levels and payout parameters for our OPP for fiscal year 2025 in February 2025. The OPP target incentive is expressed as a percentage of each individual’s base salary and was unchanged from 2024. In fiscal year 2025, the OPP target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were the same as their STI targets, as follows:
Over Performance Plan-Cash Incentive
| Named Executive Officers | Target Annual Incentive (OPP) (% of Base Salary) | | Joseph A. Walsh | 100 | | Paul D. Rouse | 70 | | Grant Freeman | 70 | | John Wholey | 70 | | Lesley Bolger | 60 |
3.Reported SaaS Revenue (40%)
3.Reported SaaS Revenue (40%) Our OPP plan only pays out if we have achieved greater than maximum performance under the STI plan; in fact, threshold level of performance for each metric under the OPP is equal to or greater than the maximum performance achievement levels under our STI. The total short term incentive cash payment is capped at 200% of the value of the STI Plan at Target. The below table reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2025.
3.Reported SaaS Revenue (40%)
| Adjusted EBITDA (in millions) ($) | Adjusted EBITDA Component Payout (%) | FCF (in millions) ($) | FCF Component Payout (%) | Reported SaaS Revenue (in millions) ($) | SaaS Revenue Component Payout (%) | | 167.50 | Threshold | 36.00 | | 470.50 | | | 169.00 | 10 | 37.50 | 10 | 472.00 | 10 | | 170.50 | 20 | 39.00 | 20 | 473.50 | 20 | | 172.00 | 30 | 40.50 | 30 | 475.00 | 30 | | 173.50 | 40 | 42.00 | 40 | 476.50 | 40 | | 175.00 | 50 | 43.50 | 50 | 478.00 | 50 | | 176.50 | 60 | 45.00 | 60 | 479.50 | 60 | | 178.00 | 70 | 46.50 | 70 | 481.00 | 70 | | 179.50 | 80 | 48.00 | 80 | 482.50 | 80 | | 181.00 | 90 | 49.50 | 90 | 484.00 | 90 | | 182.50 | 100 | 51.00 | 100 | 485.50 | 100 |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation We have historically provided our executive officers with the opportunity to earn long-term equity incentive compensation in the form of non-qualified stock options under our 2016 Stock Incentive Plan (“2016 Plan”). On September 3, 2020, our Board of Directors approved our 2020 Incentive Award Plan (“2020 Plan”), which became effective on September 23, 2020, and under which we may award long-term equity incentive grants. Following the effectiveness of our 2020 Plan, no future grants can be awarded under our 2016 Plan; however, all outstanding awards under the 2016 Plan remain outstanding in accordance with the terms of the applicable award agreements and our 2016 Plan. In addition, any shares of common stock that are forfeited or lapse unexercised under the 2016 Plan are added to the pool for issuance under the 2020 Plan. The purpose of long-term equity awards is to provide incentives for our executives to achieve our long-term financial and operational goals and to reward them for sustained improvements in performance over the long term. The 2020 Plan is intended to advance the best interests of the Company, our affiliates and our stockholders by providing those persons who have substantial responsibility for the management and growth of Thryv and our affiliates with additional performance incentives and an opportunity to obtain or increase their equity ownership in the Company, thereby strengthening the alignment between the interests of our executives and our stockholders. The 2020 Plan is administered by the Compensation Committee with oversight from the Board of Directors.
Equity Awards in Fiscal Year 2025
Equity Awards in Fiscal Year 2025 In fiscal year 2025, we granted our NEOs both time-vesting RSUs and PSUs. We believe that the use of PSUs and RSUs serves to retain the executives necessary to achieve our strategic plans and to motivate them to drive sustained increases in stockholder value.
Equity Awards in Fiscal Year 2025
| NEO | Total Grant Date Value ($) | PSUs (# of units) | RSUs (# of units) | | Joseph A. Walsh | 3,000,000 | 120,320 | 80,214 | | Paul D. Rouse | 2,500,000 | 100,267 | 66,845 | | Grant Freeman | 2,500,000 | 100,267 | 66,845 | | John Wholey | 1,750,000 | 70,187 | 46,791 | | Lesley Bolger | 1,750,000 | 70,187 | 46,791 |
Equity Awards in Fiscal Year 2025
| Thryv Holdings, Inc. | 32 | 2026 Proxy Statement |
Equity Awards in Fiscal Year 2025
Time-vesting RSUs In general, the RSUs, which represented 40% of the total grant, vest ratably, annually on each of January 6, 2026, 2027 and 2028. For Mr. Walsh, the RSUs vest over three years with the first one-third vesting on January 6, 2026 and 1/36th of the RSUs vesting on the 6th of each month thereafter over the following 24 months. PSUs The PSUs, which represent 60% of the total grant date value, will vest, to the extent earned, at the conclusion of a three-year performance period, which runs from January 1, 2025 through December 31, 2027. The amount earned related to the PSUs is governed by the following performance measures, weights and funding formula:
Equity Awards in Fiscal Year 2025
| Measure | Weight | Threshold | Target | Maximum | | | | | Performance (as a % of Target) | | | Relative TSR | 30% | 40th Percentile | 50th Percentile | 65th Percentile | | Absolute TSR | 30% | 8.0% | 10.0% | 12.5% | | SaaS Revenue CAGR | 40% | 13.0% | 16.0% | 19.0% | | | | | Payout (as a % of Target) | | | Payout | N/A | 50% | 100% | 150% |
Equity Awards in Fiscal Year 2025
Performance against each of the aforementioned measures and the extent to which the PSUs have been earned and are eligible to vest and be settled will be assessed early in 2028 following the conclusion of the performance period. PSUs may be earned between 0% and 150% of the target award, depending on the Company’s performance relative to each of the performance measures. Performance below the threshold level of performance for each of the measures will result in no PSUs being earned relative to that measure. For performance achievement between threshold and target or between target and maximum, the percentage of PSUs that would vest under each measure will be subject to straight line interpolation. For performance achievement at or above the maximum level of performance achievement set forth above, a maximum of 150% of the PSUs may vest under each measure. For the rTSR measure, the PSUs will be eligible to vest based on the Company’s Total Shareholder Return (“TSR”) relative to the following performance peer group over the three-year performance period. The peer group for the 2025 rTSR PSUs consists of 26 companies with which we compete for products and services, and which are listed below:
Equity Awards in Fiscal Year 2025
| AppLovin Corporation | Asure Software, Inc. | Blackboud, Inc. | Box, Inc. | Braze, Inc. | | Clear Channel Outdoor Holdings, Inc. | Constellation Software Inc. | Criteo S.A. | Datadog, Inc. | Domo, Inc. | | Dynatrace, Inc. | EverCommerce Inc. | Five9, Inc. | GoDaddy, Inc. | HubSpot, Inc. | | Informatica Inc. | Lightspeed Commerce Inc. | Pegasystems Inc. | Semrush Holdings, Inc. | Sprout Social, Inc. | | Stagwell Inc. | Verint Systems Inc. | Weave Communications, Inc. | Wix.com Ltd. | Workiva, Inc. | | Yelp, Inc. | | | | |
Equity Awards in Fiscal Year 2025
| Thryv Holdings, Inc. | 33 | 2026 Proxy Statement |
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation paid or earned for the fiscal years ending December 31, 2025, 2024 and 2023, as applicable, by our NEOs:
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Equity Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joseph A. Walsh Chairman and CEO | 2025 | 1,060,900 | 1,157,442 | 3,000,000 | 41,495 | 5,259,837 | | | 2024 | 1,060,909 | 1,352,647 | 3,000,000 | 54,058 | 5,467,614 | | | 2023 | 1,060,900 | 1,696,910 | 3,000,000 | 53,317 | 5,811,127 | | Paul D. Rouse Chief Financial Officer, EVP and Treasurer | 2025 | 521,673 | 398,402 | 2,500,000 | 8,800 | 3,428,875 | | | 2024 | 521,673 | 465,593 | 2,500,000 | 19,510 | 3,506,776 | | | 2023 | 521,673 | 584,091 | 2,500,000 | 18,590 | 3,624,354 | | Grant Freeman President | 2025 | 500,000 | 381,850 | 2,500,000 | 3,500 | 3,385,350 | | | 2024 | 463,231 | 446,250 | 2,000,000 | 16,560 | 2,926,041 | | | 2023 | 392,885 | 408,003 | 1,750,000 | 15,840 | 2,566,728 | | John Wholey Chief Operations and Customer Success Officer and EVP | 2025 | 425,000 | 324,573 | 1,750,000 | 8,800 | 2,508,373 | | | 2024 | 425,000 | 379,313 | 1,750,000 | 19,060 | 2,573,373 | | | 2023 | 425,000 | 475,851 | 1,750,000 | 19,840 | 2,670,691 | | Lesley Bolger Chief Legal Officer and Human Resources and EVP | 2025 | 386,693 | 254,141 | 1,750,000 | 7,448 | 2,398,282 | | | 2024 | 391,471 | 292,613 | 1,750,000 | 15,997 | 2,450,081 | | | 2023 | 370,615 | 359,888 | 1,750,000 | 18,340 | 2,498,843 |
Summary Compensation Table
1.Amounts reported in this column represent the actual salary earned by each of our NEOs for fiscal years 2025, 2024 and 2023. NEOs did not receive any guaranteed, non-performance based bonuses in 2025. 2.Amounts reported in this column represent the cash incentive awards actually paid under our STI and OPP for fiscal years 2025, 2024 and 2023. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan – Cash Incentive” in our Compensation Discussion and Analysis for further detail. 3.The amounts shown were not actually paid to the NEOs. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of RSUs and PSUs awarded to each of them in fiscal year 2025. These values were determined in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs is based on our estimate on the grant date of the probable outcome of meeting the performance conditions of these awards. The aggregate grant date fair value of the RSUs is equal to the closing stock price of our common stock on the date of grant multiplied by the number of shares granted. The following are the aggregate grant date fair values of the PSUs granted in 2025 assuming we meet the highest level of the performance conditions of these awards as described in footnote (2) to the Grants of Plan-Based Awards Table Fiscal 2025: Mr. Walsh $2,700,000, Mr. Rouse $2,250,000, Mr. Freeman $2,250,000, Mr. Wholey $1,575,000, and Ms. Bolger $1,575,000. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. 4.All Other Compensation for fiscal year 2025 consisted of the following (all amounts in dollars):
Summary Compensation Table
| Thryv Holdings, Inc. | 36 | 2026 Proxy Statement |
Summary Compensation Table
| Name | 401(k) Matching Contributions(a) ($) | Allowance(b) ($) | Executive Physicals(c) ($) | Total ($) | | Joseph A. Walsh | 3,500 | 30,000 | 7,995 | 41,495 | | Paul D. Rouse | 3,500 | — | 5,300 | 8,800 | | Grant Freeman | 3,500 | — | — | 3,500 | | John Wholey | 3,500 | — | 5,300 | 8,800 | | Lesley Bolger | 3,500 | — | 3,948 | 7,448 |
Summary Compensation Table
a.Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan in 2025. b.For Mr. Walsh, amount includes an expense allowance of $30,000 for the maintenance of a remote office and miscellaneous expenses incurred. c.Executive officers receive annual reimbursement for a comprehensive medical examination up to $5,300 for EVPs and the actual cost of the physical for the Chief Executive Officer.
Grants of Plan-Based Awards Fiscal Year 2025
Grants of Plan-Based Awards Fiscal Year 2025
Grants of Plan-Based Awards Fiscal Year 2025
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plans | | | | | | Name | Type | Grant Date | Threshold(1) ($) | Target(1) ($) | Maximum(1) ($) | Threshold(2) (#) | Target(2) (#) | Maximum(2) (#) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards ($) | | Joseph A. Walsh | STI | | 344,793 | 1,060,900 | 1,392,431 | ─ | ─ | ─ | ─ | ─ | | | OPP | | 106,090 | ─ | ─ | ─ | ─ | ─ | ─ | ─ | | | PSU | 1/6/2025 | ─ | ─ | ─ | 60,160 | 120,320 | 180,481 | ─ | 1,800,000 | | | RSU | 1/6/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 80,214 | 1,200,000 | | Paul D. Rouse | STI | | 118,681 | 365,171 | 479,287 | ─ | ─ | ─ | ─ | ─ | | | OPP | | 36,517 | ─ | ─ | ─ | ─ | ─ | ─ | ─ | | | PSU | 1/6/2025 | ─ | ─ | ─ | 50,134 | 100,267 | 150,401 | ─ | 1,500,000 | | | RSU | 1/6/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 66,845 | 1,000,000 | | Grant Freeman | STI | | 113,750 | 350,000 | 459,375 | ─ | ─ | ─ | ─ | ─ | | | OPP | | 35,000 | ─ | ─ | ─ | ─ | ─ | ─ | ─ | | | PSU | 1/6/2025 | ─ | ─ | ─ | 50,134 | 100,267 | 150,401 | ─ | 1,500,000 | | | RSU | 1/6/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 66,845 | 1,000,000 | | John Wholey | STI | | 96,688 | 297,500 | 390,469 | ─ | ─ | ─ | ─ | ─ | | | OPP | | 29,750 | ─ | ─ | ─ | ─ | ─ | ─ | ─ | | | PSU | 1/6/2025 | ─ | ─ | ─ | 35,093 | 70,187 | 105,280 | ─ | 1,050,000 | | | RSU | 1/6/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 46,791 | 700,000 | | Lesley Bolger | STI | | 75,706 | 232,943 | 305,737 | ─ | ─ | ─ | ─ | ─ | | | OPP | | 23,294 | ─ | ─ | ─ | ─ | ─ | ─ | ─ | | | PSU | 1/6/2025 | ─ | ─ | ─ | 35,093 | 70,187 | 105,280 | ─ | 1,050,000 | | | RSU | 1/6/2025 | ─ | ─ | ─ | ─ | ─ | ─ | 46,791 | 700,000 |
Grants of Plan-Based Awards Fiscal Year 2025
1.The OPP is a self-funded plan and an incremental incentive plan to the STI to bridge the gap between the STI maximum and typical market maximums for senior leadership and only funds after the STI achieves maximum payout. The OPP individual financial payout scales are not capped; however, the overall payment is capped at 125%, i.e. the individual earning potential is capped at 200% the participant’s STI award at target. For fiscal year 2025, an award would only be paid out pursuant to our OPP if Adjusted EBITDA exceeded $167.5 million, FCF exceeded $36.0 million or SaaS Revenue exceeded $470.5 million. 2.The amounts shown are potential payments of PSUs to the NEOs. Final payments of these awards can range from 0% to 150% of the shares originally granted. The PSUs vest January 6, 2028 after a three-year performance period from January 2025 to December 2027 based on achieved performance. 3.Consists of RSUs awarded pursuant to the 2020 Plan. The RSUs vest one-third over three years for Messrs. Rouse, Freeman, Wholey and Ms. Bolger. The RSUs granted to Mr. Walsh vest in thirds over three years, with the first one-third cliff vesting at the end of the first year and 1/36th of the RSUs vesting on the 6th of each month thereafter.
Grants of Plan-Based Awards Fiscal Year 2025
| Thryv Holdings, Inc. | 38 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2025. The table also includes, where applicable, the value of these awards based on the closing price of our common stock on Nasdaq on December 31, 2025, which was $6.05 per share.
Outstanding Equity Awards at Fiscal Year End 2025
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Joseph A. Walsh | 11/18/2019(1) | | 1,049,383 | — | 13.82 | 11/18/2029 | — | — | — | — | | | 1/5/2023(4) | | — | — | — | — | 1,513 | 9,154 | 101,140 | 611,897 | | | 1/5/2024(5) | | — | — | — | — | 23,776 | 143,845 | 98,737 | 597,359 | | | 1/6/2025(6) | | — | — | — | — | 80,214 | 485,295 | 120,320 | 727,936 | | Paul D. Rouse | 11/14/2016(2) | | 129,521 | — | 3.68 | 11/14/2026 | — | — | — | — | | | 11/18/2019(3) | | 111,111 | — | 13.82 | 11/18/2029 | — | — | — | — | | | 1/5/2023(4) | | — | — | — | — | 15,128 | 91,524 | 84,284 | 509,918 | | | 1/5/2024(5) | | — | — | — | — | 36,570 | 221,249 | 82,281 | 497,800 | | | 1/6/2025(6) | | — | — | — | — | 66,845 | 404,412 | 100,267 | 606,615 | | Grant Freeman | 11/18/2019(3) | | 55,556 | — | 13.82 | 11/18/2029 | — | — | — | — | | | 12/11/2020(7) | | 20,000 | — | 10.35 | 12/11/2030 | — | — | — | — | | | 1/5/2023(4) | | — | — | — | — | 10,590 | 64,070 | 58,998 | 356,938 | | | 1/5/2024(5) | | — | — | — | — | 29,256 | 176,999 | 65,825 | 398,241 | | | 1/6/2025(6) | | — | — | — | — | 66,845 | 404,412 | 100,267 | 606,615 | | John Wholey | 9/26/2016(2) | | 62,521 | — | 3.68 | 9/26/2026 | — | — | — | — | | | 11/18/2019(3) | | 111,111 | — | 13.82 | 11/18/2029 | — | — | — | — | | | 1/5/2023(4) | | — | — | — | — | 10,590 | 64,070 | 58,998 | 356,938 | | | 1/5/2024(5) | | — | — | — | — | 25,599 | 154,874 | 57,597 | 348,462 | | | 1/6/2025(6) | | — | — | — | — | 46,791 | 283,086 | 70,187 | 424,631 | | Lesley Bolger | 9/26/2016(2) | | 1,625 | — | 3.68 | 9/26/2026 | — | — | — | — | | | 11/18/2019(3) | | 55,556 | — | 13.82 | 11/18/2029 | — | — | — | — | | | 12/11/2020(7) | | 25,000 | — | 10.35 | 12/11/2030 | — | — | — | — | | | 1/5/2023(4) | | — | — | — | — | 10,590 | 64,070 | 58,998 | 356,938 | | | 1/5/2024(5) | | — | — | — | — | 25,599 | 154,874 | 57,597 | 348,462 | | | 1/6/2025(6) | | — | — | — | — | 46,791 | 283,086 | 70,187 | 424,631 |
Outstanding Equity Awards at Fiscal Year End 2025
1.Stock options granted to Mr. Walsh on November 18, 2019 vested in equal monthly installments over a three-year period beginning January 1, 2020. On November 23, 2020, the Board of Directors and Compensation Committee approved a one-time stock option repricing for outstanding stock options granted November 18, 2019 to allow for the officers, contingent upon each officer’s written consent, a one-time stock repricing from $16.20 to $13.82 and a delayed vesting scheduled for those options granted in 2019. Mr. Walsh consented to the stock option repricing and subsequently restarting the vesting schedule beginning January 1, 2021. 2.Stock options granted to Mr. Rouse on November 14, 2016 and stock option grants to Mr. Wholey and Ms. Bolger on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020. 3.Stock option grants originally awarded to Messrs. Rouse, Freeman, Wholey, and Ms. Bolger on November 18, 2019 vested in three equal installments on each of January 1, 2021, January 1, 2022 and January 1, 2023. On November 23, 2020, the Board of Directors and Compensation Committee approved a one-time stock option repricing for outstanding stock granted November 18, 2019 to allow for the officers, contingent upon each officer’s written consent, a one-time stock repricing from $16.20 to $13.82 and a delayed vesting scheduled for those options granted
Outstanding Equity Awards at Fiscal Year End 2025
| Thryv Holdings, Inc. | 39 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year End 2025
in 2019. All NEOs consented to the stock option repricing and subsequently the vesting schedule was amended to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024. 4.Represents unvested and outstanding PSUs and RSUs as of December 31, 2025 granted January 5, 2023 to our NEOs. As approved by the Compensation Committee, 65% of the total award value is in the form of PSUs and 35% is in the form of RSUs. The RSUs vest one-third over three years for Messrs. Rouse, Freeman, Wholey and Ms. Bolger and vest one-third over three year with the first tranche cliff-vesting on the first anniversary of the grant date and 1/36 of the RSUs vesting on the 5th of each month thereafter for Mr. Walsh. The PSUs granted in 2023 vest January 5, 2026 after a three-year performance period January 2023 to December 2025 based on achieved performance. The number of outstanding PSUs reported under the column entitled "equity incentive plan awards: number of shares, units or other rights that have not vested" assume achievement of performance at target. See “Grants of Plan Based Awards” table for more information. 5.Represents unvested and outstanding PSUs and RSUs as of December 31, 2025 granted January 5, 2024 to our NEOs. As approved by the Compensation Committee, 60% of the total award value is in the form of PSUs and 40% is in the form of RSUs. The RSUs vest one-third over three years for Messrs. Rouse, Freeman, Wholey, and Ms. Bolger and vest one-third over three years with the first tranche cliff-vesting on the first anniversary of the grant date and 1/36th of the RSUs vesting on the 5th of each month thereafter for Mr. Walsh. The PSUs granted in 2024 vest January 5, 2027 after a three-year performance period from January 2024 to December 2026, based on achieved performance. The number of outstanding PSUs reported under the column entitled "equity incentive plan awards: number of shares, units or other rights that have not vested" assume achievement of performance at target. See “Grants of Plan Based Awards” table for more information. 6.Represents unvested and outstanding PSUs and RSUs as of December 31, 2025 granted January 6, 2025 to our NEOs. As approved by the Compensation Committee, 60% of the total award value is in the form of PSUs and 40% is in the form of RSUs. The RSUs vest one-third over three years for Messrs. Rouse, Freeman, Wholey and Ms. Bolger and vest one-third over three years with the first tranche cliff-vesting on the first anniversary of the grant date and 1/36th of the RSUs vesting on the 6th of each month thereafter for Mr. Walsh. The PSUs granted in 2025 vest January 6, 2028 after a three-year performance period from January 2025 to December 2027, based on achieved performance. The number of outstanding PSUs reported under the column entitled "equity incentive plan awards: number of shares, units or other rights that have not vested" assume achievement of performance at target. See “Grants of Plan Based Awards” table for more information. 7.NEOs were not eligible for a grant of equity in fiscal year 2020. Represents stock option grants made to Mr. Freeman and Ms. Bolger on December 11, 2020 before becoming NEOs. The stock options granted to Mr. Freeman and Ms. Bolger vested one-third over three years.
Option Exercises and Stock Vested - Fiscal Year 2025
Option Exercises and Stock Vested - Fiscal Year 2025 The following table provides information regarding the number of shares issued upon option exercises, the number of stock awards that vested and the value realized upon vesting by our own NEOs in fiscal year 2025.
Option Exercises and Stock Vested - Fiscal Year 2025
| | Option Awards(1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting ($) | | Joseph A. Walsh | — | — | 91,615 | 1,346,657 | | Paul D. Rouse | — | — | 69,836 | 1,102,079 | | Grant Freeman | — | — | 50,713 | 798,800 | | John Wholey | — | — | 48,885 | 771,453 | | Lesley Bolger | — | — | 48,885 | 771,453 |
Option Exercises and Stock Vested - Fiscal Year 2025
1.Beginning in fiscal year 2021, the Company no longer issues option awards. 2.The number of shares acquired on vesting are pre-tax and do not account for shares sold or withheld to pay taxes.
Pension Benefits
Pension Benefits None of our NEOs participated in, and received benefits under, any pension or defined benefit retirement plan sponsored by the Company during fiscal year 2025.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by the Company during fiscal year 2025.
Nonqualified Deferred Compensation
| Thryv Holdings, Inc. | 40 | 2026 Proxy Statement |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2025
Potential Payments Upon Termination or Change of Control - Fiscal Year 2025 The following table summarizes the potential payments and benefits that each of Messrs. Walsh, Rouse, Freeman, Wholey, and Ms. Bolger (the “In-Service NEOs”) would be entitled to receive upon termination of employment under various circumstances and upon a change of control of the Company. In each case, the table assumes the In-Service NEOs termination or the change of control occurred on December 31, 2025. The table below does not include benefits provided on a non-discriminatory basis to salaried employees generally, including accrued vacation, and amounts payable under tax-qualified plans.
Potential Payments Upon Termination or Change of Control - Fiscal Year 2025
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Potential Payments Upon Termination or Change of Control - Fiscal Year 2025
| Name and Event | Cash Severance ($) | STI Awards(3) ($) | Benefits continuation(4) ($) | Vesting of RSUs(5) | Vesting of PSUs(6) | Outplacement(7) ($) | Total ($) | | Joseph A. Walsh | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(1) | 2,121,800 | 1,060,900 | — | 178,981 | 1,007,579 | — | 4,369,260 | | Death(1) | 2,121,800 | 1,060,900 | — | 178,981 | 1,007,579 | — | 4,369,260 | | Disability(1) | 2,121,800 | 1,060,900 | — | 178,981 | 1,007,579 | — | 4,369,260 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1) | 4,243,600 | 1,060,900 | — | 638,293 | 1,937,192 | — | 7,879,985 | | Paul D. Rouse | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,330,266 | 365,171 | 1,222 | 331,410 | 839,651 | 7,250 | 2,874,970 | | Death | — | — | — | 331,410 | 839,651 | — | 1,171,060 | | Disability | — | — | — | 331,410 | 839,651 | — | 1,171,060 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,773,688 | 365,171 | 1,222 | 717,185 | 1,614,334 | 7,250 | 4,478,850 | | Grant Freeman | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,275,000 | 350,000 | 1,171 | 282,645 | 681,488 | 7,250 | 2,597,554 | | Death | — | — | — | 282,645 | 681,488 | — | 964,133 | | Disability | — | — | — | 282,645 | 681,488 | — | 964,133 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,700,000 | 350,000 | 1,171 | 645,481 | 1,361,795 | 7,250 | 4,065,696 | | John Wholey | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 1,083,750 | 297,500 | 996 | 231,988 | 587,751 | 7,250 | 2,209,235 | | Death | — | — | — | 231,988 | 587,751 | — | 819,739 | | Disability | — | — | — | 231,988 | 587,751 | — | 819,739 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,445,000 | 297,500 | 996 | 502,029 | 1,130,031 | 7,250 | 3,382,806 | | Lesley Bolger | | | | | | | | | Resignation without Good Reason or Termination for Cause | — | — | — | — | — | — | — | | Resignation for Good Reason or Termination without Cause(2) | 931,771 | 232,943 | 851 | 231,988 | 587,751 | 7,250 | 1,992,554 | | Death | — | — | — | 231,988 | 587,751 | — | 819,739 | | Disability | — | — | — | 231,988 | 587,751 | — | 819,739 | | Resignation for Good Reason, Termination without Cause in connection with a Change in Control(2) | 1,242,362 | 232,943 | 851 | 502,029 | 1,130,031 | 7,250 | 3,115,465 |
Potential Payments Upon Termination or Change of Control - Fiscal Year 2025
1.Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good
Potential Payments Upon Termination or Change of Control - Fiscal Year 2025
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Potential Payments Upon Termination or Change of Control - Fiscal Year 2025
reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award. 2.Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Freeman's, Wholey's, or Ms. Bolger’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Freeman's, Wholey's, or Ms. Bolger’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks. 3.Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2025 performance, which were approved on February 18, 2026 and paid on March 6, 2026. 4.For Messrs. Rouse, Freeman, Wholey, and Ms. Bolger, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program. 5.For Messrs. Walsh, Rouse, Freeman, Wholey, and Ms. Bolger, represents a prorated portion of the unvested RSUs that otherwise would have vested on or before the next anniversary of the Grant Date that will become immediately vested. The prorated number of shares is determined by taking the number of days elapsed from the Grant Date through the date of termination divided by 365. Upon termination without cause or resignation for a good reason in connection with a change in control, all unvested RSUs will vest immediately. 6.For Messrs. Walsh, Rouse, Freeman, Wholey, and Ms. Bolger, represents a prorated portion of the unvested PSUs remaining in force and eligible to vest at the end of the performance period based on the achievement against goal(s). The prorated number of shares is determined by taking the number of days elapsed from the first day of the applicable performance period through the date of termination divided by 365. The amounts represent the number of shares at target. In the event of a change in control together with termination without cause or resignation for good reason, the unvested PSUs will immediately vest at target. 7.For Messrs. Rouse, Freeman, Wholey, and Ms. Bolger, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program or the Separation Agreement (as applicable).
2025 Pay Ratio Disclosure
2025 Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information relating to the ratio of the median of the annual total compensation of all of our employees (other than our Chief Executive Officer) and the annual total compensation of our Chief Executive Officer, Joseph Walsh. For fiscal year 2025, the median of the annual total compensation of all our employees (other than our CEO) was $106,972; and the annual total compensation of our Chief Executive Officer, Mr. Walsh, as reported in the Summary Compensation Table above was $5,259,846. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 49 to 1.
2025 Pay Ratio Disclosure
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2025 Pay Ratio Disclosure
To identify our median employee, we took the following steps: •We selected December 31, 2025, the last day of our 2025 fiscal year, as the determination date for purposes of identifying our median employee. •We selected our median employee based on 2,729 full-time and part-time U.S., Dominican Republic, Australian, New Zealand and Canadian employees who were actively employed as of the determination date. •We identified our median employee using 2025 gross payroll earnings, excluding our CEO. Such compensation was annualized for employees who did not work the entire fiscal year. All employees, except for our CEO, were ranked from lowest to highest with the median employee determined from this list. •Of the Company’s 2,729 employees, 1,608 are U.S. employees and 1,121 are non-US employees. Once we identified our median employee, we determined their total annual compensation for 2025 in the same manner that we calculated the total annual compensation of our CEO. The median employee’s total annual compensation was then compared to the total annual compensation of our CEO in 2025 to determine the pay ratio. Because 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, 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.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information about the relationship of executive compensation actually paid and certain financial performance of the Company. The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the Summary Compensation Table, the “Compensation Actually Paid” to our CEO (also referred to as the principal executive officer (“PEO”)) and, on an average basis, our non-PEO NEOs, our TSR, the TSR of the Russell 2000 Index (“Peer Group TSR”), our net income (loss), and our company-selected measure for 2025, SaaS Revenue.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income (Loss) ($ Thousands) | SaaS Revenue5 ($ Thousands) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,259,837 | 1,512,770 | 2,930,220 | 180,602 | 44.81 | 145.65 | 307 | 461,027 | | 2024 | 5,467,614 | 2,993,171 | 2,740,366 | 768,962 | 109.63 | 119.14 | (74,216) | 343,476 | | 2023 | 5,811,127 | 5,870,942 | 2,907,115 | 2,741,138 | 150.74 | 106.82 | (259,295) | 263,717 | | 2022 | 6,551,181 | (7,012,128) | 3,124,345 | 1,023,686 | 140.74 | 91.35 | 54,348 | 216,346 | | 2021 | 3,268,711 | 28,174,803 | 1,081,725 | 3,917,477 | 304.67 | 114.82 | 101,577 | 171,052 |
Pay Versus Performance Disclosure
1.Joseph A. Walsh was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
| 2021 | 2022 | 2023 | 2024 | 2025 | | Paul D. Rouse | Paul D. Rouse | Paul D. Rouse | Paul D. Rouse | Paul D. Rouse | | Gordon Henry | Gordon Henry | Gordon Henry | Gordon Henry | Grant Freeman | | James McCusker | James McCusker | James McCusker | James McCusker | John Wholey | | John Wholey | John Wholey | John Wholey | John Wholey | Lesley Bolger | | | | | Grant Freeman | | | | | | Lesley Bolger | |
Pay Versus Performance Disclosure
2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments required under Item 402(v). (For 2025, the adjustments are described in footnote 3 below.) 3.For 2025, amounts in this column represent the Compensation Actually Paid to the PEO and, on an average basis, the non-PEO NEOs, based on their total compensation reported in the Summary Compensation Table for that fiscal year and adjusted as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
Pay Versus Performance Disclosure
| Year | Reported Summary Compensation Table Total for the PEO ($) | Subtract Reported Value of Stock Awards and Option Awards for the PEO ($) | Add/Subtract Equity Award Adjustments(a) for the PEO ($) | Compensation Actually Paid to the PEO ($) | | 2025 | 5,259,837 | (3,000,000) | (747,067) | 1,512,770 |
Pay Versus Performance Disclosure
+
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion(a) of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,930,220 | (2,125,000) | (624,618) | 180,602 |
Pay Versus Performance Disclosure
(a)The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i)the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii)the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii)for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv)for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v)for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi)the value of any dividends or other earnings paid on awards prior to the vesting date that are not otherwise included in the total compensation for the applicable year.
Pay Versus Performance Disclosure
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Pay Versus Performance Disclosure
The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 960,361 | (1,629,518) | — | (77,910) | — | (747,067) |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 680,257 | (1,311,527) | — | 6,652 | — | (624,618) |
Pay Versus Performance Disclosure
4.The Peer Group TSR set forth in this table utilizes the Russell 2000 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Russell 2000 Index, respectively. 5.We determined SaaS Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. More information on SaaS Revenue can be found at the “Short-Term Incentive Plan - Cash Incentive” section of the CD&A.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR, and Peer Group TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR, and Peer Group 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, the Company’s cumulative TSR and the Peer Group’s cumulative TSR from December 31, 2020, through the end of the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR, and Peer Group TSR
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) 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 our Net Income (Loss) during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Revenue
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Revenue 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 our SaaS Revenue during the five most recently completed fiscal years.