DEF 14A of Ziprecruiter, Inc., Apr 26, 2024

DEF 14A of Ziprecruiter, Inc.

Filed Apr 26, 2024 · FY20230001617553-24-000026

Open on EDGAR

  1. PROPOSAL 1: Election of Directors

    PROPOSAL 1: Election of Directors At the Annual Meeting, two Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal. We currently have seven directors on our Board. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Our Board of Directors is currently divided into three classes with staggered three-year terms. At each Annual Meeting of Stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class I, whose term will expire at the 2025 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Ian Siegel, Yvonne Hao and Cipora Herman; the current Class II Directors are Brie Carere and Eric Liaw; and the current Class III Directors are Blake Irving and Emily McEvilly. As indicated in our Amended and Restated Bylaws, our Board of Directors consists of such number of directors as determined from time to time by resolution adopted by the Board of Directors. Any additional directorships resulting from an increase in the number of directors may be filled by a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class III Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal.

  2. PROPOSAL 1: Election of Directors

    | RECOMMENDATION OF THE BOARD OF DIRECTORS The Board of Directors unanimously recommends a vote FOR the election of the below Class III Director nominees. |

  3. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of the Board of Directors who are Class I Directors are as follows:

  4. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    | Name | Age | Positions with ZipRecruiter | | Ian Siegel | 50 | Chief Executive Officer and Chairperson of the Board | | Yvonne Hao | 49 | Director | | Cipora Herman | 50 | Lead Independent Director |

  5. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

    Ian Siegel has served as our Chief Executive Officer and member of our Board of Directors since June 2010. Mr. Siegel also previously served as our President from June 2010 to December 2021. From 1998 to 2001, Mr. Siegel served as the Vice President of Web Development of Stamps.com Inc., an internet-based mailing and shipping services company. From 2001 to 2006, Mr. Siegel served as the Vice President of Web Development at Rent.com, an online apartment marketplace. From 2006 to 2009, Mr. Siegel served as Vice President of Product and Technology of Pictage, Inc., an online platform for photographers. From July 2009 until January 2011, Mr. Siegel served as Chief Product Officer for MyLife.com, an information brokerage firm. Mr. Siegel holds a B.A. in Sociology with a minor in English from Oberlin College. Mr. Siegel was selected to serve on our Board of Directors because of his experience in the software industry and his perspective and experience as our Chief Executive Officer. Yvonne Hao has served as a member of our Board of Directors since July 2022. Ms. Hao has served as the Secretary of Economic Development for the State of Massachusetts since January 2023. From July 2019 to July 2022, Ms. Hao was a co-founder and Managing Director of Cove Hill Partners, a private equity firm, and from January 2017 until June 2019, Ms. Hao held the roles of Chief Operating Officer and Chief Financial Officer of PillPack, a national retail e-commerce pharmacy, where she helped lead the successful sale and integration of PillPack with Amazon, Inc., an e-commerce company. Prior to PillPack, Ms. Hao was at Bain Capital, a private equity firm, from 2008 to 2016 as an operating partner, and held board and interim executive roles at several portfolio companies. She also previously worked at Honeywell International, Inc., a multi-national conglomerate, where she was the VP of Global Marketing for the security business, and also the General Manager for ADI North America. She began her career at McKinsey & Company, a global management consulting firm, where she was promoted to Associate Partner. She has a B.A. in Economics and Asian Studies from Williams College, and an M.Phil in Development Economics from Cambridge University, where she was a Herschel Smith Fellow. Ms. Hao has previously served as a member of the board of directors of CarGurus, Inc., an automotive research and retail company, Flywire Corporation, a global payments software company, and Gentherm Incorporated, a thermal management technologies company. Ms. Hao was selected to serve on the Board because of public company board experience and her expertise as an executive officer in the customer service field. Cipora Herman has served as a member of our Board of Directors since October 2018. From January 2021 to April 2022, Ms. Herman served as the Chief Financial Officer for LA28, The Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028. Ms. Herman has served as a member of the board of directors of Opendoor Technologies, Inc., an online real estate company, since December 2020, and previously served on the board of directors for Social Capital Hedosophia Holdings Corp II, a special purpose acquisition corporation that merged with Opendoor Technologies in December 2020. Since June 2020, she has served as an executive and philanthropic advisor to Athlete’s Voices, a non-profit organization, and since April 2023 has served as a Director of the Bay Area Host Committee, a non-profit corporation focused on bringing major, world-class events to the Bay Area, California. Ms. Herman also previously served on the board of directors of MINDBODY, Inc., a software-as-a-service company, from 2016 to 2019, and Memery, Inc., a technology startup, from April 2015 to January 2021. From 2017 until 2018, Ms. Herman served as Chief Financial Officer of Mori, Inc., a social e-reader platform. From 2012 to 2016, Ms. Herman served as the Chief Financial Officer of the National Football League’s San Francisco 49ers, a professional sports team. From 2007 to 2012, Ms. Herman served as the Vice President & Treasurer of Facebook, Inc. (now Meta Platforms, Inc.), a social media company. From 2003 to 2007, Ms. Herman held several positions at Yahoo!, Inc., a web services provider, including Director of Corporate Treasury, Assistant Treasurer, and Vice President of Finance and Treasurer. From 1996 to 2003, Ms. Herman held finance positions at Franklin Templeton Investments, an investment firm, Hewlett-Packard Company, a public hardware technology and services company, Agilent Technologies, an analytical instrumentation development and manufacturing company, and Siebel Systems, Inc., a software company. Ms. Herman holds an A.B. in International Relations, an M.A. in International Development Policy and an M.B.A., each received from Stanford University. Ms. Herman was selected to serve on our Board of Directors because of her financial expertise and experience as a director of publicly and privately held companies.

  6. CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board of Directors who are Class II Directors are as follows:

  7. CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    | Name | Age | Positions with ZipRecruiter | | Brie Carere | 46 | Director | | Eric Liaw | 46 | Director |

  8. CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

    Brie Carere has served as a member of our Board of Directors since March 2022. Ms. Carere has served in various roles at FedEx Corporation, a transportation and e-commerce company, since 2001. Currently, Ms. Carere serves as Executive Vice President, Chief Customer Officer of FedEx Corporation and has done so since June 2022. From January 2019 to May 2022, Ms. Carere served as Chief Marketing Officer of FedEx Corporation, and from October 2016 to December 2018, Ms. Carere served as SVP Global Portfolio Marketing of FedEx Services. Ms. Carere holds a B.S. in Commerce from McMaster University of Ontario, Canada. Ms. Carere was selected to serve on our Board of Directors because of her experience and expertise as an executive of a multi-national corporation. Eric Liaw has served as a member of our Board of Directors since August 2014. Mr. Liaw is a General Partner at Institutional Venture Partners (“IVP”), a venture capital and private equity firm, where he has worked since 2011. Mr. Liaw serves as a member of the board of directors of The Honest Company, a consumer goods company, and Lulu’s Fashion Lounge Holdings, Inc., a clothing retailer, as well as a member of the board of directors of a number of privately held companies. Mr. Liaw previously served as a member of the board of directors of MINDBODY, Inc., a software-as-a-service company, from 2014 to 2019. MINDBODY was publicly traded from 2015 to 2019. From 2003 to 2011, Mr. Liaw served as Vice President at Technology Crossover Ventures, a venture capital firm. From 2001 to 2003, Mr. Liaw served as a Technology Investment Banker at Morgan Stanley, an investment bank. Mr. Liaw holds a B.A. in Economics with a minor in Computer Science and an M.S. in Management Science and Engineering from Stanford University. Mr. Liaw was selected to serve on our Board of Directors because of his experience in the venture capital industry and as a director of both publicly and privately held technology companies.

  9. CLASS III DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    CLASS III DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The nominees for election to the Board of Directors as Class III Directors are as follows:

  10. CLASS III DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Name | Age | Positions with ZipRecruiter | | Blake Irving | 64 | Director | | Emily McEvilly | 52 | Director |

  11. CLASS III DIRECTOR NOMINEES (SUBSEQUENT TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    Blake Irving has served as a member of our Board of Directors since October 2018. Mr. Irving currently serves as a member of the board of directors of Autodesk, Inc., a multinational software corporation, and DocuSign, Inc., a software company, and is an advisor to the McLaren Formula One team. From 2012 to January 2018, Mr. Irving served as the Chief Executive Officer of GoDaddy, Inc., a domain registrar and web hosting company. From 2010 to 2012, Mr. Irving served as Executive Vice President and Chief Product Officer at Yahoo!, Inc., a web services company. From 2009 to 2010, Mr. Irving served as a professor at Pepperdine’s Graziadio Business School. From 1992 to 1998, Mr. Irving served as General Manager, and from 1999 to 2007 Mr. Irving served as Corporate Vice President of Global Cloud Platforms, each at Microsoft Corporation, a technology company. Mr. Irving holds a B.A. in Art from San Diego State University and an M.B.A. from Pepperdine Graziadio Business School. Mr. Irving was selected to serve on our Board of Directors because of his experience in management and as a director of publicly held technology companies. Emily McEvilly has served as a member of our Board of Directors since September 2022. Since February 2022, Ms. McEvilly has served as the Chief Customer Officer at OneTrust, LLC a privacy, GRC, Ethics and ESG software platform. Prior to that, Ms. McEvilly served in various positions at Workday, Inc., a financial and human capital management software vendor, from October 2010 to February 2022, including most recently as the Chief Customer Officer. From 2000 to 2010, Ms. McEvilly held various leadership positions across business development and professional services at Oracle Corporation, a multinational computer technology corporation. Ms. McEvilly holds a B.A. in International business from Clemson University. Ms. McEvilly was selected to serve on the Board because of her experience and expertise as an executive officer and in the customer service and sales fields.

  12. 1. Executive Summary

    1. Executive Summary ZipRecruiter is a two-sided marketplace for work that simplifies the job market for both job seekers and employers. Our mission is to actively connect people to their next great opportunity. 2023 Company Performance and Compensation Overview Key business results from 2023 include: •Our revenue was $645.7 million (compared to $904.6 million for the year ended December 31, 2022) •We generated net income of $49.1 million (compared to $61.5 million for the year ended December 31, 2022) •Our Adjusted EBITDA3 was $175.3 million (compared to $184.9 million for the year ended December 31, 2022) Our executive compensation program is designed to attract, retain, and motivate a skilled leadership team to support our mission. We believe that our executive compensation program design supports these business objectives and aligns our leadership with our stockholders and broader stakeholders. For 2023, the program reflected the following: •No changes to annual base salaries for our Named Executive Officers in 2023, except for the previously announced 30% reduction of our Chief Executive Officer’s base salary effective June 1, 2023. Effective March 1, 2024, the Compensation Committee approved the reinstatement of our Chief Executive Officer’s previous base salary. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Base Salaries” for more detail. •Our 2023 incentive bonus plans tied directly to our short-term performance and aligned with our Company goal of strategic growth. As employers experienced economic uncertainty and felt the impact of rising operating expenses and other macroeconomic headwinds, we continued to observe employers moderating hiring plans and reducing recruitment budgets, which resulted in a $258.9 million decrease in revenue for the year ended December 31, 2023 compared to the year ended December 31, 2022. As a result of this performance against pre-established revenue targets, our Compensation Committee determined that our Named Executive Officers would receive no bonus payouts as the Company’s revenue equated to a Company Performance Award Attainment of 0% for 2023. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses” for more detail. •We continued to emphasize equity compensation for our Named Executive Officers, which we believe incentivizes long-term value creation for our stockholders. We made equity grants pursuant to our 2021 Equity Incentive Plan (the “2021 Plan”) in the form of time- and service-based Restricted Stock Units (“RSUs”) to each of our Named Executive Officers, except for Mr. Siegel as described below. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Equity Compensation—2023 Equity Awards” for more detail. 2 Mr. Saifee resigned as our Chief Operating Officer effective April 30, 2024. 3 Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled from generally accepted accounting principles in the United States of America (GAAP) on page 50 of the 2023 Form 10-K. •In April 2021 and prior to our direct listing, our Board of Directors awarded Mr. Siegel a performance-based RSU award (the “CEO Grant”). In December 2023, we entered into a cancellation agreement with Mr. Siegel, which cancelled the CEO Grant comprised of 1,398,000 RSUs. As of the date of the cancellation agreement, none of the performance milestones had been met and, accordingly, Mr. Siegel had not yet earned any such performance-based RSUs. In March 2024, Mr. Siegel received a time- and service-based RSU award pursuant to the 2021 Plan. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Equity Compensation—CEO Performance-Based Restricted Stock Unit Award” for more detail.

  13. 2. 2023 Compensation Elements

    2. 2023 Compensation Elements Generally, our executive compensation program consists of three principal elements – annual base salary, annual bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards.

  14. 5. Compensation-Setting Process

    5. Compensation-Setting Process Role of the Compensation Committee The Compensation Committee has the overall responsibility for overseeing our compensation and benefits plans, policies, and practices generally and with respect to our Named Executive Officers. In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies, makes decisions that it believes further our philosophy and/or align with compensation best practices, and reviews the performance of our Named Executive Officers and market practices and data when making decisions about our Named Executive Officers’ compensation. Each year, the Compensation Committee evaluates our executive compensation program to determine if any changes are appropriate. The Compensation Committee also conducts an annual review of the compensation arrangements of our Named Executive Officers. The Compensation Committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually by the Compensation Committee and revised as warranted. In making its decisions, including with respect to the compensation of our Named Executive Officers, the Compensation Committee retains an independent compensation consultant (as described in “—Role of Compensation Consultant” below) to provide support in its review and assessment of our executive compensation program. To determine total target compensation, the Compensation Committee considers competitive market data provided by our independent compensation consultant, the performance of each individual executive for the last fiscal year, and our short- and long-term business and strategic goals. Our independent compensation consultant presents and analyzes market data for each individual position and provides insight on market practices for the Compensation Committee, but does not make specific recommendations on individual Named Executive Officers. The Compensation Committee then determines compensation decisions for all executive officers in consideration of market data and Company and individual performance. Role of Management In discharging its responsibilities, the Compensation Committee works with members of our management, including our Chief Executive Officer, Chief Financial Officer and Chief People Officer. Our management assists the Compensation Committee by providing information on corporate and individual performance and management’s perspective on compensation matters, other than with respect to the Chief Executive Officer. The Compensation Committee solicits and reviews our Chief Executive Officer’s proposals with respect to program structures, as well as our Chief Executive Officer’s recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our Named Executive Officers (except with respect to his own compensation) based on our Chief Executive Officer’s evaluation of their performance for the prior year. At the beginning of each year, our Chief Executive Officer reviews the performance of our other Named Executive Officers based on their overall performance and performance against business objectives established for them for the prior year, and then shares these evaluations with, and makes recommendations to, the Compensation Committee for each element of compensation as described above. The annual business objectives for each Named Executive Officer are established by the Compensation Committee based on discussion and recommendations from our Chief Executive Officer and other Named Executive Officers. Our Chief Executive Officer also attends meetings of the Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except for discussions involving his own compensation. Role of Compensation Consultant The Compensation Committee engages an external, independent compensation consultant to assist it by providing information, analysis, market compensation data, and other advice for our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the Compensation Committee and its chairperson, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In 2023, the Compensation Committee again engaged Semler Brossy to serve as its compensation consultant to advise on executive compensation matters. During 2023, Semler Brossy attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, which included the following: •consultation with the Compensation Committee chairperson and other members between Compensation Committee meetings; •review, research, and updating of our compensation peer group; •an analysis of competitive market data for our executive positions, including our Named Executive Officer positions, and an evaluation of how the compensation we pay our executives compares both to our performance and to how the companies in our compensation peer group and/or selected broad-based compensation surveys compensate their executives; •an analysis of the base salary levels, annual bonus opportunities, and long-term incentive compensation opportunities of our executives, including our Named Executive Officers; •an analysis of competitive market data for the non-employee members of our Board of Directors and evaluation of how the compensation we pay the non-employee members of our Board of Directors compares to how the companies in our compensation peer group compensate the non-employee members of their boards of directors; •review of market equity compensation practices, including a burn rate analysis and multi-year estimate; •advice on executive compensation trends within our industry, and updates on corporate governance and regulatory issues and developments; and •support on other ad hoc matters throughout the year. The terms of Semler Brossy’s engagement include reporting directly to the Compensation Committee chairperson. Semler Brossy also coordinated with our management for data collection and job matching for our executives. In 2023, Semler Brossy did not provide any other services to us. The Compensation Committee has evaluated its relationship with Semler Brossy to ensure that it believes that such firm is independent from management. This review process included a review of the services that Semler Brossy provided, the quality of those services, and the fees associated with the services provided during 2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), NYSE Rule 303A.05(c)(iv), and such other factors as were deemed relevant under the circumstances, the Compensation Committee evaluated Semler Brossy’s independence and determined that no conflict of interest has arisen as a result of the work performed by Semler Brossy. Peer Group The Compensation Committee assesses each element of executive officer compensation against the compensation peer group, as discussed below, as well as taking into account Radford survey data. While the Compensation Committee does not establish pay levels based solely on competitive data and does not benchmark its compensation decisions to any particular level or against any specific member of the peer group, we believe market data is a helpful reference to support the Compensation Committee’s business judgement and assessment of other key factors. Peer Group for 2023 Pay Decisions

  15. 5. Compensation-Setting Process

    In May 2022, the Compensation Committee, assisted by Semler Brossy, conducted a thorough review of our competitive peer group. In evaluating companies for inclusion, we specifically weighed the following criteria, among other factors: •publicly traded companies headquartered in the United States and traded on a major U.S. stock exchange; •software and internet companies with business economics and talent markets similar to ours; •revenue similar to ours; and •market capitalization similar to ours. As a result, the Compensation Committee approved the following compensation peer group:

  16. 6. Elements of Our Named Executive Officers’ Direct Compensation

    | Participant | AEIP Target Award Percentage | AIP Target Award Percentage | | Ian Siegel | 100% | 25% | | Qasim Saifee | 50% | 25% | | Boris Shimanovsky | 40% | 25% | | David Travers | 50% | 25% | | Timothy Yarbrough | 40% | 25% |

  17. 6. Elements of Our Named Executive Officers’ Direct Compensation

    For 2023, the Company achieved revenue of $645.7 million, resulting in a Company Performance Award Attainment of 0%. The Target Award for each of our Named Executive Officers is determined by multiplying his or her Target Award Percentage by his or her cumulative base salary earned during 2023, excluding any equity awards or vesting, bonuses, overtime pay or benefits. The Final Award of each of our Named Executive Officers was determined by multiplying the Company Performance Award Attainment by the applicable Target Award Percentage, multiplied by their base salaries. Based on the Company Performance Award Attainment of 0%, no bonuses were payable to our Named Executive Officers who were participants in the 2023 AEIP and AIP.

  18. 6. Elements of Our Named Executive Officers’ Direct Compensation

    | Named Executive Officer | 2023 AEIP Target Award Opportunity (as a percentage of base salary) | AEIP Target Annual Bonus ($) | AEIP Earned Annual Bonus ($) | 2023 AIP Target Award Opportunity (as a percentage of base salary) | AIP Target Annual Bonus ($) | AIP Earned Annual Bonus ($) | | Ian Siegel | 100% | 453,750 | — | 25% | 113,438 | — | | Qasim Saifee | 50% | 215,000 | — | 25% | 107,500 | — | | Boris Shimanovsky | 40% | 160,000 | — | 25% | 100,000 | — | | David Travers | 50% | 215,000 | — | 25% | 107,500 | — | | Timothy Yarbrough | 40% | 160,000 | — | 25% | 100,000 | — |

  19. 6. Elements of Our Named Executive Officers’ Direct Compensation

    Awards under the AIP are typically paid in cash. In addition, while prior AEIPs have provided that participants may elect to receive their Awards in the form of a cash payment or as RSUs, the Compensation Committee determined that it was in the best interests of the Company to pay any awards under the 2023 AEIP in cash. However, as a result of the Company Performance Award Attainment of 0%, no bonuses under the 2023 AIP or the 2023 AEIP were paid to executives, including our Named Executive Officers, in 2024. Equity Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create long-term value for our stockholders. Equity awards also help us retain and reward qualified executives in a competitive market. Typically, we have granted equity awards to our Named Executive Officers as part of the Compensation Committee’s annual review of our executive compensation program. For 2023, the Compensation Committee sought to retain, motivate, and reward our Named Executive Officers for long-term increases in the value of our common stock and, thereby, to align their interests with those of our stockholders, using RSU awards with time- and service-based vesting requirements that may be settled for shares of our common stock. We grant RSU awards because they enable us to incentivize and retain our Named Executive Officers using fewer shares of our common stock than would be necessary if we used stock options and because they have value to the recipient even in the absence of stock price appreciation. The Compensation Committee considers the retention value of the equity compensation held by the Named Executive Officer, the cash compensation received by the Named Executive Officer, a competitive market analysis prepared by Semler Brossy, the recommendations of our Chief Executive Officer (except with respect to his own equity awards), the amount of equity compensation held by the Named Executive Officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), as well as the other factors described in “Compensation-Setting Process—Peer Group” above. Based upon these factors, the Compensation Committee has exercised its judgment to determine the size of each award at levels it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. •2023 Equity Awards The equity awards granted to our Named Executive Officers under the 2021 Plan in February 2023 are reflected in the table below. As noted below in the section titled “—CEO Performance-Based Restricted Stock Unit Award,” Mr. Siegel did not receive an equity award for 2023 under the 2021 Plan in light of his then outstanding performance-based RSUs granted in 2021.

  20. 6. Elements of Our Named Executive Officers’ Direct Compensation

    | Participant | Number of RSUs | RSU Vesting Schedule | $ Value of 2023 RSU Grants(1) | | Ian Siegel | — | — | — | | Qasim Saifee | 213,550 | (2) | 4,804,875 | | Boris Shimanovsky | 114,250 | (2) | 2,570,625 | | David Travers | 213,550 | (2) | 4,804,875 | | Timothy Yarbrough | 185,250 | (2) | 4,168,125 |

  21. 6. Elements of Our Named Executive Officers’ Direct Compensation

    (1)The amounts reported in this column represent the grant date fair value of RSUs granted to our Named Executive Officers as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and excluding the effect of estimated forfeitures. Note that the amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by our Named Executive Officers from such RSUs. (2)The RSU awards vest 1/16th on each quarterly vesting date following the vesting commencement date, subject to our Named Executive Officer’s continued service to us as of each vesting date. The RSUs represent awards under our 2021 Plan and are subject to a double trigger accelerated vesting of 100% of the unvested portion of the RSUs upon a qualifying termination of employment, as described in the section titled “—Agreements with our Named Executive Officers.” •CEO Performance-Based Restricted Stock Unit Award In consultation with its compensation consultant, Semler Brossy, the Compensation Committee designed a performance equity award for Mr. Siegel, whom it considered critical to retain in light of his demonstrated outstanding and exceptional capabilities as Chief Executive Officer since our Company’s inception in 2010. Accordingly, in April 2021 and prior to the Company’s direct listing, we granted Mr. Siegel the CEO Grant, which provided Mr. Siegel the opportunity to earn a maximum of 1,398,000 RSUs upon the satisfaction of certain rigorous price target goals and service conditions. The Compensation Committee considered that, because the vesting of the CEO Grant was tied to achieving aggressive stock price milestones compared to our current stock price, which were established prior to our direct listing and without reference to any public trading activity, the CEO Grant was no longer fulfilling its objective of incentivizing our CEO to create sustainable long-term value for our stockholders. Accordingly, in December 2023, we entered into a cancellation agreement with Mr. Siegel, which provided for the cancellation of the CEO Grant. As of the date of the cancellation agreement, none of the performance milestones had been met. Accordingly, Mr. Siegel had not yet earned any of the shares of our common stock pursuant to the CEO Grant. Mr. Siegel did not receive an equity grant in 2023 under the 2021 Plan in light of the then outstanding CEO Grant.

  22. 9. Agreements with Our Named Executive Officers

    9. Agreements with Our Named Executive Officers Offer Letters We are a party to offer letters with each of our Named Executive Officers setting forth the terms and conditions of employment of each Named Executive Officer. These letters provide for at-will employment, standard benefit plan eligibility, and payments in the event of qualifying terminations of employment, as described below. Severance Arrangements We have entered into change in control and severance agreements with each of our executive officers, including our Named Executive Officers, which provide for the following benefits if the executive is terminated by us without cause (as such term is defined in the change in control and severance agreement) outside of a change in control (as such term is defined in the change in control and severance agreement) in exchange for a customary release of claims: (1) a lump sum severance payment of six months’ base salary, (2) a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a pro-rated basis, and (3) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for a period of twelve months. If the executive officer’s employment is terminated by us without cause or by the executive for good reason within the three months preceding a change in control or within the 12 months following a change in control, the change in control and severance agreements provide the following benefits in exchange for a customary release of claims: (1) a lump sum severance payment of twelve months’ base salary, (2) a lump sum payment equal to 100% of the executive officer’s then-current target bonus opportunity on a pro-rated basis, (3) 100% acceleration of any then-unvested equity awards, other than awards that vest on the satisfaction of performance criteria; provided, however, with respect to any outstanding equity awards that would vest only upon satisfaction of performance criteria, such awards shall accelerate and become vested and exercisable as if such awards had been achieved at the greater of (x) actual achievement (if measurable on the date of termination) or (y) target levels, and (4) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for a period of twelve months. Each change in control and severance agreement is in effect for three years, with automatic renewal unless we notify such executive officer of non-renewal at least three months prior to expiration. The benefits under the change in control and severance agreements are payable only to the extent greater than and not in duplication of any other cash severance and vesting acceleration arrangements. Restricted Stock Unit Agreements under the 2014 Plan Certain of our Named Executive Officers were granted RSUs under our Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”). The RSU agreements for such awards provide for the accelerated satisfaction of time- and service-based requirements under certain circumstances, subject to the executive’s execution and non-revocation of a release of claims in our favor. For additional information, see the Outstanding Equity Awards at Year-End Table below.

  23. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended December 31, 2023, 2022 and 2021.

  24. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non- Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ian Siegel Chief Executive Officer | 2023 | 453,750(8) | — | — | — | 11,126 | 464,876 | | | 2022 | 550,000 | — | — | 536,250 | 9,905 | 1,096,155 | | | 2021 | 550,000 | 10,000,000(5) | 24,425,697(6) | 192,500 | 21,693(7) | 35,189,890 | | David Travers President | 2023 | 430,000 | — | 4,804,875 | — | 10,530 | 5,245,405 | | | 2022 | 430,000 | — | 2,056,000 | 314,438 | 10,134 | 2,810,572 | | | 2021 | 425,227 | — | 5,467,562 | 148,830 | 9,885 | 6,051,504 | | Qasim Saifee Chief Operating Officer | 2023 | 430,000 | — | 4,804,875 | — | 3,945 | 5,238,820 | | | 2022 | 430,000 | — | — | 314,438 | 9,905 | 754,343 | | | 2021 | 372,450 | — | 7,185,334 | 130,358 | 9,590 | 7,697,732 | | Timothy Yarbrough Executive Vice President, Chief Financial Officer | 2023 | 400,000 | — | 4,168,125 | — | 10,950 | 4,579,075 | | | 2022 | 400,000 | — | 2,056,000 | 253,500 | 13,645 | 2,723,145 | | | 2021 | 342,727 | — | 356,227 | 119,955 | 11,253 | 830,162 | | Boris Shimanovsky Executive Vice President, Chief Technology Officer | 2023 | 400,000 | — | 2,570,625 | — | 12,314 | 2,982,939 |

  25. Summary Compensation Table

    ________________ (1)The amounts reported in this column represent the grant date fair value of RSUs granted to our named executive officers during fiscal years 2023, 2022 and 2021 as computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. Note that the amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by our named executive officers from such RSUs. For additional information on the assumptions used to estimate the fair value of the awards, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” in the 2023 Form 10-K. (2)The amounts reported for 2022 include grants under our 2021 AEIP for each officer that elected to receive his or her award in the form of RSUs instead of cash, pursuant to the terms of the 2021 AEIP. For additional information regarding the AEIP, see the section titled “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses.” (3)The amounts reported represent performance-based cash bonuses under our AIP and 2022 AEIP. For additional information regarding non-equity incentive plan compensation, see the section titled “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses.” (4)The amounts reported represent internet allowances, wellness stipends, cellphone allowances, and contributions to our 401(k) plan. (5)The amount reported represents a special cash bonus in an amount equal to $10.0 million that was paid to Mr. Siegel in connection with our direct listing. (6)The amount reported includes the grant date fair value of the CEO Grant to Mr. Siegel of $22.8 million, which was calculated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the relevant stock price targets may not be satisfied. The average grant date fair value of the CEO Grant was estimated to be $16.34 per share. For more information regarding the CEO Grant, see the section titled “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—CEO Performance-Based Restricted Stock Unit Award.” The CEO Grant was subsequently cancelled by Mr. Siegel in December 2023 and no shares underlying the CEO Grant ever vested. (7)The amount reported represents payment for legal services in connection with the CEO Grant. (8)The amount reported reflects a 30% reduction of Mr. Siegel’s base salary effective June 1, 2024.

  26. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information about awards granted in 2023 to each of our named executive officers.

  27. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | | | | Name | Grant Date | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Ian Siegel | — | 272,250 | 453,750 | 635,250(1) | | | | | — | 68,063 | 113,438 | 158,813(2) | | | | Qasim Saifee | — | 129,000 | 215,000 | 301,000(1) | | | | | — | 64,500 | 107,500 | 150,500(2) | | | | | 2/14/2023 | | | | 213,550 | 4,804,875 | | Boris Shimanovsky | — | 96,000 | 160,000 | 224,000(1) | | | | | — | 60,000 | 100,000 | 140,000(2) | | | | | 2/14/2023 | | | | 114,250 | 2,570,625 | | David Travers | — | 129,000 | 215,000 | 301,000(1) | | | | | — | 64,500 | 107,500 | 150,500(2) | | | | | 2/14/2023 | | | | 213,550 | 4,804,875 | | Timothy Yarbrough | — | 96,000 | 160,000 | 224,000(1) | | | | | — | 60,000 | 100,000 | 140,000(2) | | | | | 2/14/2023 | | | | 185,250 | 4,168,125 |

  28. Grants of Plan-Based Awards in 2023

    ________________ (1)Amount represents the potential annual cash incentive award under our 2023 AEIP. Additional information regarding the 2023 AEIP is set forth in “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses.” (2)Amount represents the potential annual cash incentive award under our 2023 AIP. Additional information regarding the 2023 AIP is set forth in “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses.” (3)Amounts represent the aggregate grant date fair values of the equity awards calculated in accordance with ASC Topic 718. All equity awards were granted under the 2021 Plan. The aggregate grant date fair value for the RSUs was based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our Class A common stock on the day prior to the date of grant. This calculation is performed for accounting purposes and reported in the table and does not necessarily reflect the value that may be realized by the executive with respect to the awards.

  29. Outstanding Equity Awards at Year-End Table

    Outstanding Equity Awards at Year-End Table The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023. For additional information regarding incentive plan awards, please refer to “Compensation Discussion and Analysis” above.

  30. Outstanding Equity Awards at Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | 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 ($) (4) | | Ian Siegel | | N/A | — | — | — | — | — | — | — | — | | David Travers | 2/4/2016(1)(4) | 8/17/2015 | 403,388 | — | 0.84 | 2/3/2026 | — | — | — | — | | | 12/12/2017(1)(5) | 7/1/2017 | 268,947 | — | 3.70 | 12/11/2027 | — | — | — | — | | | 3/24/2021(1)(7)(11) | 1/1/2021 | — | — | — | — | 46,500 | 646,350 | — | — | | | 2/18/2022(2)(10)(12) | 12/15/2021 | — | — | — | — | 43,750 | 608,125 | — | — | | | 2/14/2023(2)(10)(12) | 1/1/2023 | — | — | — | — | 160,162 | 2,226,252 | — | — | | Qasim Saifee | 7/30/2018(1)(8) | 6/11/2018 | 72,332 | — | 5.53 | 7/29/2028 | — | — | — | — | | | 3/24/2021(1)(9)(12) | 1/1/2021 | — | — | — | — | 38,750 | 538,625 | — | — | | | 10/4/2021(2)(10)(12) | 9/28/2021 | — | — | — | — | 43,750 | 608,125 | — | — | | | 2/14/2023(2)(10)(12) | 1/1/2023 | — | — | — | — | 160,162 | 2,226,252 | — | — | | Timothy Yarbrough | 7/30/2018(1)(8) | 7/16/2018 | 67,412 | — | 5.53 | 7/29/2028 | — | — | — | — | | | 7/30/2018(1)(8) | 7/16/2018 | 22,588 | — | 5.53 | 7/29/2028 | — | — | — | — | | | 11/4/2020(1)(6)(11) | 8/25/2020 | — | — | — | — | 12,500 | 173,750 | — | — | | | 2/18/2022(2)(10)(12) | 12/15/2021 | — | — | — | — | 43,750 | 608,125 | — | — | | | 2/14/2023(2)(10)(12) | 1/1/2023 | — | — | — | — | 138,936 | 1,931,210 | — | — | | Boris Shimanovsky | 8/31/2020(1)(6)(12) | 6/22/2020 | — | — | — | — | 68,750 | 955,625 | — | — | | | 10/4/2021(2)(10)(12) | 10/1/2021 | — | — | — | — | 43,750 | 608,125 | — | — | | | 2/14/2023(2)(10)(12) | 1/1/2023 | — | — | — | — | 85,686 | 1,191,035 | — | — |

  31. Outstanding Equity Awards at Year-End Table

    ________________ (1)Awards were granted under the 2014 Plan and are for shares of Class B common stock. (2)Awards were granted under the 2021 Plan and are for shares of Class A common stock. (3)The market value of unvested RSUs outstanding as of December 31, 2023 is calculated by multiplying the number of shares subject to such awards by the closing price of our Class A common stock on December 29, 2023 (the last trading day of the year ended December 31, 2023), which was $13.90. (4)This option was 100% vested on August 17, 2019. (5)This option was 100% vested on July 1, 2021. (6)The RSU awards will vest subject to the satisfaction of time- and service-based requirements, as well as achievement of certain liquidity event requirements. With respect to the time- and service-based requirements, RSU awards will vest with respect to 1/4th of the shares of our Class B common stock subject to the RSU award on the one-year anniversary of the vesting commencement date and the remaining 3/4th of the shares will vest as to 1/16th of the shares subject to RSU award quarterly thereafter, subject to the executive’s continued service to us as of each vesting date. The liquidity event requirement was satisfied upon the effectiveness of our direct listing in May 2021. (7)The RSU awards will vest subject to the satisfaction of time- and service-based requirements, as well as achievement of certain liquidity event requirements. With respect to the time- and service-based requirements, the RSU awards will vest with respect to 1/16th of the shares of our Class B common stock subject to the RSU award, subject to Mr. Travers’s continued service to us as of each vesting date. The time- and service-based requirements are also subject to (a) an accelerated satisfaction of 50% of the not yet satisfied portion upon a Change in Control (as defined in the RSU award) and (b) a double trigger accelerated satisfaction of 100% of the not yet satisfied portion upon a qualifying termination of employment within six months before or any time after a Change in Control (as defined in the RSU award), as described in the section titled “Compensation Discussion and Analysis—Agreements with our Named Executive Officers—Severance Arrangements” above. The liquidity event requirement was satisfied upon the effectiveness of our direct listing in May 2021. (8)This option was 100% vested on July 16, 2022. (9)The RSU awards will vest subject to the satisfaction of time- and service-based requirements, as well as achievement of certain liquidity event requirements. With respect to the time- and service-based requirements, the RSU awards will vest with respect to 1/16th of the shares of our Class B common stock subject to the RSU award, subject to the executive’s continued service to us as of each vesting date. The time- and service-based requirements are also subject to double trigger accelerated satisfaction of 100% of the not yet satisfied portion upon a qualifying termination of employment within twelve months before or any time after a Change in Control (as defined in the RSU award), as described in the section titled “Compensation Discussion and Analysis—Agreements with our Named Executive Officers—Severance Arrangements” above. The liquidity event requirement was satisfied upon the effectiveness of our direct listing in May 2021. (10)The RSU awards will vest 1/16th on each quarterly vesting date following the vesting commencement date, subject to our named executive officer’s continued service to us as of each vesting date. These RSU awards are subject to a double trigger accelerated vesting of 100% of the unvested portion of the RSUs upon a qualifying termination of employment within the period commencing three months prior to and ending 12 months following a change in control under the change in control and severance agreements, as described in the section titled “Compensation Discussion and Analysis—Agreements with our Named Executive Officers—Severance Arrangements.” (11)The time- and service-based requirements are also subject to (a) an accelerated satisfaction of 50% of the not yet satisfied portion upon a Change in Control (as defined in the RSU award) and (b) a double trigger accelerated satisfaction of 100% of the not yet satisfied portion upon a qualifying termination of employment within six months before or any time after a Change in Control (as defined in the RSU award). (12)The time- and service-based requirements are also subject to a double trigger accelerated satisfaction of 100% of the not yet satisfied portion upon a qualifying termination of employment upon or within 12 months after a Change in Control (as defined in the RSU award).

  32. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to named executive officers concerning the vesting of stock awards during the year ended December 31, 2023. No stock options were exercised by our named executive officers during the year ended December 31, 2023.

  33. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Ian Siegel | — | — | | Qasim Saifee | 150,513 | 2,300,821 | | Boris Shimanovsky | 191,064 | 2,922,324 | | David Travers | 152,013 | 2,325,038 | | Timothy Yarbrough | 113,564 | 1,736,963 |

  34. Option Exercises and Stock Vested

    ________________ (1)Reflects the product of the number of shares of stock vested multiplied by the closing price of our Class A common stock on the date prior to the vesting date.

  35. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into change in control and severance agreements with each of our named executive officers, as described in more detail above in “Compensation Discussion and Analysis—Agreements with Our Named Executive Officers—Severance Arrangements.” The following table provides information concerning the estimated payments and benefits that would be provided under various termination scenarios for each of our named executive officers pursuant to such agreements, as well as under the terms of any outstanding equity awards. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2023, and the price per share of our Class A common stock is the closing price as of December 29, 2023 ($13.90), the last trading day of the year ended December 31, 2023. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.

  36. Potential Payments Upon Termination or Change in Control

    | | Upon Qualifying Termination—Outside of Change in Control Period | | | Upon Qualifying Termination—During Change in Control Period | | | | | Name | Cash Severance ($)(1) | Benefits ($) | Total ($) | Cash Severance ($)(1) | Stock Awards ($)(2) | Benefits ($) | Total ($) | | Ian Siegel | 759,688 | 24,406 | 784,094 | 952,188 | — | 24,406 | 976,594 | | Qasim Saifee(3) | 537,500 | 24,406 | 561,906 | 752,500 | 3,373,002 | 24,406 | 4,149,908 | | Boris Shimanovsky | 460,000 | 24,406 | 484,406 | 660,000 | 2,754,785 | 24,406 | 3,439,191 | | David Travers | 537,500 | 24,406 | 561,906 | 752,500 | 3,480,727 | 24,406 | 4,257,633 | | Timothy Yarbrough | 460,000 | 24,406 | 484,406 | 660,000 | 2,713,085 | 24,406 | 3,397,491 |

  37. Potential Payments Upon Termination or Change in Control

    (1) The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2023 and the severance amount related to target annual bonuses was determined based on the target annual bonuses under the 2023 AIP and 2023 AEIP as of December 31, 2023. (2) The value of accelerated RSUs is calculated by multiplying the number of RSUs accelerated by $13.90, the closing price per share of our Class A common stock on December 29, 2023 (the last trading day of the year ended December 31, 2023). The value of accelerated equity awards covering Class B common stock was also calculated using the foregoing methodology because our Class B common stock is not publicly traded. (3) Mr. Saifee resigned as our Chief Operating Officer effective April 30, 2024.

  38. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our other named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Compensation Discussion and Analysis.” 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 named executive officers; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.

  39. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On(6): | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(3)(4) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3)(5) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($)(7) | Revenue ($)(8) | | 2023 | 464,876 | (14,017,110) | 4,511,560 | 2,677,586 | 66.67 | 51.23 | 49,098,000 | 645,722,000 | | 2022 | 1,096,155 | (7,361,047) | 2,228,483 | 1,368,571 | 78.75 | 36.70 | 61,494,000 | 904,649,000 | | 2021 | 35,189,890 | 34,355,976 | 6,874,618 | 11,091,444 | 119.62 | 86.01 | 3,600,000 | 741,141,000 |

  40. Pay Versus Performance

    ____________________ (1) Ian Siegel has been our Chief Executive Officer since June 2010. (2) The individuals comprising the Non-PEO NEOs for each year are listed below:

  41. Pay Versus Performance

    | 2021 | 2022 | 2023 | | Qasim Saifee | Amy Garefis | Qasim Saifee | | David Travers | Qasim Saifee | Boris Shimanovsky | | | David Travers | David Travers | | | Timothy Yarbrough | Timothy Yarbrough |

  42. Pay Versus Performance

    (3) The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in FASB ASC Topic 718 by reference to: (1) for time- and service-based RSU awards, the Company’s closing price on applicable year-end dates or, in the case of vesting dates, the closing price on the vesting date; (2) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%; and (3) for the CEO Grant, Monte Carlo simulation models. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in the 2023 Form 10-K. (4) Compensation Actually Paid to our PEO, Mr. Siegel, reflects the following adjustments from Total compensation reported in the Summary Compensation Table for the years set forth in the table below:

  43. Pay Versus Performance

    | Prior FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | | Current FYE | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Fiscal Year | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $35,189,890 | $1,096,155 | $464,876 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(24,425,697) | $— | $— | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $22,791,698 | $— | $— | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $— | $(8,309,712) | $— | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $800,085 | $(147,490) | $— | | + 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 | $— | $— | $— | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $(14,481,986) | | Compensation Actually Paid | $34,355,976 | $(7,361,047) | $(14,017,110) |

  44. Pay Versus Performance

    The change in fair value of prior fiscal year-end stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during 2023 reflects the cancellation of the CEO Award in December 2023. For more information regarding the CEO Grant, see the section titled “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Equity Compensation—CEO Performance-Based Restricted Stock Unit Award.” (5) Compensation Actually Paid to Non-PEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table for the years set forth in the table below:

  45. Pay Versus Performance

    | Prior FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | | Current FYE | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Fiscal Year | 2021 | 2022 | 2023 | | Average Summary Compensation Table Total | $6,874,618 | $2,228,483 | $4,511,560 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(6,326,448) | $(1,542,000) | $(4,087,125) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $4,657,545 | $846,656 | $1,893,687 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,444,580 | $(255,866) | $(215,145) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,363,281 | $418,922 | $694,600 | | + 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 | $3,077,868 | $(327,624) | $(119,991) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | | Average Compensation Actually Paid | $11,091,444 | $1,368,571 | $2,677,586 |

  46. Pay Versus Performance

    The amounts reported above include grants under our 2021 AEIP. The 2021 AEIP, which was included within Stock Awards for 2021 in the Summary Compensation Table, was recognized as fully vested as of December 31, 2021 in accordance with ASC 718. These awards were granted in February 2022 and the release of shares occurred on March 15, 2022. For purposes of calculating the Average Compensation Actually Paid, the unvested awards were considered granted and unvested as of December 31, 2021 and the vesting of the 2021 AEIP was recognized as of March 15, 2022. During the year ended December 31, 2021, one Non-PEO NEO received the right to early exercise their options prior to the vesting date as stipulated in their options agreement. For purposes of calculating the Average Compensation Actually Paid, we recognized the vesting of the early exercised options at the date on which they legally vested in accordance with the terms of the agreement. (6) The Peer Group TSR set forth in this table utilizes the Standard & Poor’s Internet Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2023 Form 10-K. The comparison assumes $100 was invested for the period starting May 26, 2021 (the date our Class A common stock commenced trading on the NYSE), through the end of the listed year in the Company and in the Standard & Poor’s Internet Select Industry Index. Historical stock performance is not necessarily indicative of future stock performance. (7) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. (8) We determined revenue to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022 and 2023. The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year. This performance measure may not have been the most important financial performance measure for 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  47. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our incentive plans, including our revenue. Compensation Actually Paid versus Total Shareholder Return (“TSR”) TSR in the above chart, in the case of both the Company and our Peer Companies as noted in footnote (6) of the above Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on May 26, 2021 (the date our Class A common stock commenced trading on the NYSE), including reinvestment of any dividends. Compensation Actually Paid versus Net Income Compensation Actually Paid versus Revenue

  48. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pursuant to the Exchange Act, we are required to disclose the ratio of the total annual compensation of our CEO, Ian Siegel, to the median of the total annual compensation of all of our employees (excluding our CEO). Once the median employee was identified based on the methodology described below, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. Our median employee’s annual total compensation for 2023 was $122,140. Our CEO’s annual total compensation for 2023 was $464,876 as reported in the Summary Compensation Table. Therefore, our CEO to median employee pay ratio was 3.8:1 for 2023. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules. In determining the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (excluding the CEO), we selected December 31, 2023 as the determination date for identifying the median employee for purposes of this disclosure. We identified the median employee using total taxable income for all our employees for 2023. This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.

  49. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below provides information regarding the total compensation of the non-employee members of our Board of Directors who served on our Board of Directors during the year ended December 31, 2023. All compensation that we paid to Mr. Siegel, our only employee director, is set forth in the table above in “Executive Compensation Tables—Summary Compensation Table.”

  50. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Stock Awards ($) (1) | Total ($) | | Cipora Herman | 82,875 | — | 207,696 | 290,571 | | Blake Irving | 57,375 | — | 207,696 | 265,071 | | Eric Liaw | 64,600 | — | 207,696 | 272,296 | | Yvonne Hao | 57,375 | — | 207,696 | 265,071 | | Emily McEvilly | 46,750 | — | 207,696 | 254,446 | | Brie Carere | 46,750 | — | 207,696 | 254,446 |

  51. DIRECTOR COMPENSATION

    ____________________ (1)The following table sets forth information the aggregate number of shares of our common stock underlying outstanding stock options held by our non-employee directors as of December 31, 2023 and the aggregate number of unvested shares of our common stock underlying outstanding stock options and RSUs held by our non-employee directors as of December 31, 2023:

  52. DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Stock Options Granted in the Year Ended December 31, 2023 | Number of Shares Underlying Stock Options Held as of December 31, 2023 | Number of Shares Underlying Unvested Stock Options Held as of December 31, 2023 | Number of Shares Underlying RSUs Held as of December 31, 2023 | | Cipora Herman | — | 220,000 | — | 12,422 | | Blake Irving | — | 220,000 | — | 12,422 | | Eric Liaw | — | — | — | 12,422 | | Yvonne Hao | — | — | — | 18,445 | | Emily McEvilly | — | — | — | 18,636 | | Brie Carere | — | — | — | 15,004 |

  53. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Pursuant to our non-employee director compensation policy that is applicable to each of our non-employee directors, each non-employee director is eligible to receive certain cash retainers and equity awards. This policy is designed to attract, retain and reward non-employee directors. Under this non-employee director compensation policy, each non-employee director receives the cash and equity compensation for Board services described below. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to Board of Directors meetings. The policy provides that in any fiscal year, no non-employee director may be issued cash payments and equity awards with a combined value greater than $750,000. The maximum limits do not reflect the intended size of any potential compensation or equity awards to our non-employee directors. Cash Compensation Each of our non-employee directors receives the following annual fees, which are paid quarterly in arrears and shall be pro-rated for partial quarters served: •General Board Service Fee: $50,000 •General Committee Service Fee (in addition to General Board Service Fee): •Audit Committee: $10,000 •Compensation Committee: $7,500 •Nominating and Corporate Governance Committee: $5,000 •Lead Independent Director Service Fee (in addition to General Board Service Fee): $20,000 •Committee Chair Service Fee (in addition to General Board Service Fee): ◦Audit Committee chair: $20,000 ◦Compensation Committee chair: $16,000 ◦Nominating and Corporate Governance Committee chair: $10,000 In May 2023, in connection with the 30% reduction of our Chief Executive Officer’s base salary, our Board of Directors agreed on a 30% reduction of each director’s annual fees. Effective March 1, 2024, in view of the Company’s and management’s performance during economic headwinds and future outlook of the Company, the Compensation Committee approved the reinstatement of our Chief Executive Officer’s base salary to its previous level, as well as each director’s annual fees to the previous level. For actual total compensation received by each director in 2023, see the table above in this section. Equity Compensation Initial Award. Each new non-employee director appointed to our Board of Directors will be granted on the date of the non-employee director’s appointment to our Board of Directors a grant of RSUs (the “Initial Award”) with an aggregate value of $200,000. The number of shares subject to the Initial Award will be determined by dividing the value of the Initial Award by the average fair market value of a share of our Class A common stock for the 10 business days ending on the day preceding the grant date of the Initial Award, rounded down to the nearest whole share. The Initial Award will vest as to one-third of the shares subject to the Initial Award on the earlier of (1) each annual anniversary of the grant date of the Initial Award or (2) each annual meeting of our stockholders following the grant date of the Initial Award, in each case, so long as the non-employee director continues to provide services to the us through such date. In the event of a Corporate Transaction, as defined in our 2021 Plan, each outstanding Initial Award will vest in full. Annual Award. On the date of each annual meeting of our stockholders, each non-employee director who is serving on our Board of Directors prior to, and will continue to serve on our Board of Directors following, such annual meeting will automatically receive a grant of RSUs (an “Annual Award”) covering a number of shares of our Class A common stock with an aggregate value of $200,000. The number of shares subject to the Annual Award will be determined by dividing the value of the Annual Award by the average fair market value of a share of our Class A common stock for the 10 business days ending on the day preceding the grant date of the Annual Award, rounded down to the nearest whole share. Each Annual Award shall fully vest on the earlier of (1) the date of the next annual meeting of our stockholders and (2) the date that is one year following the grant date of the Annual Award, in each case, so long as the non-employee director continues to provide services to us through the applicable vesting date. In the event of a Corporate Transaction, as defined in our 2021 Plan, each outstanding Annual Award will vest in full. Employee directors will receive no additional compensation for their service as a director.