DEF 14A of Ziprecruiter, Inc., Apr 24, 2026

DEF 14A of Ziprecruiter, Inc.

Filed Apr 24, 2026 · FY20250001617553-26-000023

Open on EDGAR

  1. PROPOSAL 1: Election of Directors

    PROPOSAL 1: Election of Directors At the Annual Meeting, two Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 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 II 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 2028 Annual Meeting of Stockholders; Class II, whose term currently expires at the Annual Meeting and whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Ian Siegel, Cipora Herman and Jennifer Saenz; the current Class II Directors are Brie Carere and Mike Gupta; 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 II 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.

  2. CLASS II DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING (SUBSEQUENT TERMS TO EXPIRE AT THE 2029 ANNUAL MEETING)

    CLASS II DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING (SUBSEQUENT TERMS TO EXPIRE AT THE 2029 ANNUAL MEETING) The nominees for election to the Board of Directors as Class II Directors are as follows:

  3. CLASS II DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING (SUBSEQUENT TERMS TO EXPIRE AT THE 2029 ANNUAL MEETING)

    | Name | Age | Positions with ZipRecruiter | | Brie Carere | 48 | Director | | Mike Gupta | 55 | Director |

  4. CLASS II DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING (SUBSEQUENT TERMS TO EXPIRE AT THE 2029 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 is a Henry Crown Fellow at the Aspen Institute. 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. Mike Gupta has served as a member of our Board of Directors since July 2024. Mr. Gupta has served as the Chief Financial Officer of Calm.com, Inc., a consumer internet company, since May 2022 and as an Operating Advisor to DCM Ventures, a venture capital firm, since October 2021. From March 2019 to May 2022, Mr. Gupta was Chief Financial Officer at Plenty Unlimited Inc., a vertical farming company. Prior to Plenty, Mr. Gupta served as Chief Financial Officer at Docker, Inc., an application development company, from September 2015 to December 2018, and held multiple roles, including that of Chief Financial Officer, at Twitter, Inc. (now known as X. Corp), a social networking service, from November 2012 to September 2015. From May 2011 to November 2012, Mr. Gupta served as Senior Vice President and Treasurer at Zynga Inc., an online provider of social game services. From February 2003 to May 2011, Mr. Gupta served in several roles at Yahoo! Inc., an Internet company, including as Senior Vice President of Corporate Development and Finance and Chief Treasury Officer. Mr. Gupta has a B.S. in Accounting and Economics from the New York University Stern School of Business and an M.B.A. from the University of Chicago Booth School of Business. Mr. Gupta was selected to serve on our Board of Directors because of his financial expertise and his experience in the technology industry.

  5. Members of the Board of Directors Continuing in Office

    Members of the Board of Directors Continuing in Office

  6. CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board of Directors who are Class III Directors are as follows:

  7. CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

    | Name | Age | Positions with ZipRecruiter | | Blake Irving | 66 | Director | | Emily McEvilly | 54 | Director |

  8. CLASS III DIRECTORS (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. Ms. McEvilly has served as the Chief Customer Officer at Klaviyo, Inc., an AI marketing and service platform, since August 2024. From February 2022 to August 2024, Ms. McEvilly 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.

  9. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)

    CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING) The current members of the Board of Directors who are Class I Directors are as follows:

  10. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)

    | Name | Age | Positions with ZipRecruiter | | Ian Siegel | 52 | Chief Executive Officer and Chairperson of the Board | | Cipora Herman | 52 | Lead Independent Director | | Jennifer Saenz | 48 | Director |

  11. CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 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. 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 served as a member of the board of directors of Opendoor Technologies, Inc., an online real estate company, from December 2020 to February 2025, 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 April 2023, she 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, and from 2020 to 2024, she served as an executive and philanthropic advisor to Athlete’s Voices, a non-profit organization. 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. She currently serves on the Board of Leaders at the Marshall School of Business at the University of Southern California. 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. Jennifer Saenz has served as a member of our Board of Directors since February 2026. Previously, Ms. Saenz served in various roles at Albertsons Companies, a food and drug retailer, from July 2021 to March 2026. She served as Executive Vice President, Chief Commercial Officer of Albertsons from June 2025 to March 2026, as Executive Vice President, Pharmacy and E-Commerce Operations from April 2024 to June 2025 and as Executive Vice President, Chief Merchandising Officer of Albertsons from July 2021 to April 2024. Prior to Albertsons, Ms. Saenz held multiple roles, including that of Global Chief Marketing Officer and President, Global Foods, at PepsiCo, a food and beverage company, from August 2005 to June 2021. Ms. Saenz has a B.B.A. from the Goizueta School of Business at Emory University and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. She also has completed an executive education program at the Harvard Business School. Ms. Saenz was selected to serve on our Board of Directors because of her experience and expertise as an executive of multi-national corporations.

  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. 2025 Company Performance and Compensation Overview Key business results from 2025 include: •Our revenue was $449.0 million (compared to $474.0 million for the year ended December 31, 2024) •We had a net loss of $33.0 million (compared to a net loss of $12.9 million for the year ended December 31, 2024) •Our Adjusted EBITDA1 was $40.8 million (compared to $78.0 million for the year ended December 31, 2024) •We had 59,104 Quarterly Paid Employers in the fourth quarter of 2025 (compared to 57,833 in the fourth quarter of 2024) •We remained the #1 rated job site in the U.S.2 and had the #1 rated job search app for the ninth straight year3 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 2025, the program reflected the following: •No changes to annual base salaries for our Named Executive Officers in 2025, except for increases for Mr. Shimanovsky and Mr. Yarbrough. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Base Salaries” for more detail. •Our 2025 Annual Executive Incentive Plan (the “AEIP”) was tied directly to our short-term performance and therefore aligned with our Company goal of strategic growth. The Company’s revenue equated to a Company Performance Award Attainment of 55% for 2025. Mr. Siegel, Mr. Travers, and Mr. Yarbrough were only eligible to receive an award under the AEIP if the Company achieved 70% or more of the revenue requirement. As the threshold was not met, they did not receive an award under the AEIP for 2025. For 2025, each Named Executive Officer with an AEIP personal award target (Ms. Garefis and Mr. Shimanovsky) achieved 100% of his or her award under the AEIP tied to personal achievement. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses” for more detail. 1 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 54 of the 2025 Form 10-K. 2 Based on G2 satisfaction ratings in North America as of January 12, 2026. 3 Based on job seeker app ratings, during the period of January 2017 to January 2026 from AppFollow for ZipRecruiter, Glassdoor, Indeed, LinkedIn, and Monster. •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 Restricted Stock Units (“RSUs”) with time-based service conditions to each of our Named Executive Officers. See the section titled “—Elements of Our Named Executive Officers’ Direct Compensation—Equity Compensation—2025 Equity Awards” for more detail.

  13. 2. 2025 Compensation Elements

    2. 2025 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. 4. Executive Compensation Philosophy and Objectives

    4. Executive Compensation Philosophy and Objectives Consistent with our executive compensation philosophy described above, we designed our executive compensation program to achieve the following primary objectives: •Attract, motivate, incentivize, and retain employees at the executive level who contribute to our long-term success. •Provide competitive compensation packages to our executives. •Reward the achievement of our business objectives. •Align our executives’ interests with those of our stockholders by focusing on long-term incentive compensation in the form of equity awards that correlate with the growth of sustainable long-term value for our stockholders. •Ensure that a meaningful portion of our Named Executive Officers’ annual target total direct compensation opportunity is “at-risk” and variable in nature. To date, we have emphasized variable “at-risk” compensation through two separate compensation elements. First, we provide the opportunity to earn short-term incentives through participation in our AEIP, which is available to eligible executives (including our Named Executive Officers). The AEIP provides payments if our Named Executive Officers produce short-term results that meet or exceed certain pre-established annual financial targets for the Company and, for certain Named Executive Officers, based on individual performance, in each case in effect as determined from time to time by us and approved by the Compensation Committee. Second, we grant RSU awards to our Named Executive Officers that typically vest over four years, the value of which depends on the value of our common stock, thereby incentivizing them to build sustainable long-term value for the benefit of our stockholders. We believe this compensation program design provides balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. As our needs evolve and as circumstances require, we intend to reevaluate our executive compensation philosophy, primary objectives, and program design. In addition, we hold our advisory vote on executive compensation (commonly known as a “say-on-pay” vote) every year, and hold our advisory vote on the frequency of say-on-pay votes (commonly known as “say-when-on-pay” vote) every six years. At our 2025 Annual Meeting of Stockholders, 99.1% of votes cast approved the compensation of our Named Executive Officers. The Compensation Committee considers stakeholder concerns and annually reevaluates our compensation practices to determine how they might be improved.

  15. 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 our 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 2025, the Compensation Committee again engaged Semler Brossy to serve as its compensation consultant to advise on executive compensation matters. During 2025, 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 the competitiveness of the compensation for the non-employee members of our Board of Directors compared to those of our peers; •review of market equity compensation practices, including an annual and multi-year burn rate analysis; •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 2025, 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 2025. 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 judgment and assessment of other key factors. Peer Group for 2025 Compensation Decisions In July 2024, 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:

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

    | Named Executive Officer | 2025 AEIP Total Target Award Opportunity (as a percentage of base salary) | AEIP Target Annual Bonus ($) | AEIP Earned Annual Bonus ($) | | Ian Siegel | 125% | 687,500 | — | | Amy Garefis | 65% | 240,500 | 159,331 | | Boris Shimanovsky | 75% | 318,750 | 211,172 | | David Travers | 75% | 322,500 | — | | Timothy Yarbrough | 75% | 318,750 | — |

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

    In addition, given the competitive market context and key achievements on executing against our product strategy, the Compensation Committee also determined to award Mr. Shimanovsky a supplemental one-time cash bonus of $200,000. 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. The realized value of these equity awards has 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 2025, the Compensation Committee granted RSU awards with time-based service vesting conditions 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 retentive and incentive 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. •2025 Equity Awards The equity awards granted to our Named Executive Officers under the 2021 Plan in March 2025 are reflected in the table below.

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

    | Participant | Number of RSUs | RSU Vesting Schedule | Value of 2025 RSU Grants ($)(1) | | Ian Siegel | 408,900 | (2) | 2,289,840 | | Amy Garefis | 93,450 | (2) | 523,320 | | Boris Shimanovsky | 327,100 | (2) | 1,831,760 | | David Travers | 327,100 | (2) | 1,831,760 | | Timothy Yarbrough(3) | 210,300 | (2) | 1,177,680 |

  19. 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. 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. 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 March 1, 2025 vesting commencement date, subject to our Named Executive Officer’s continued service to us as of each vesting date. The quarterly vesting dates are March 15, June 15, September 15, and December 15 of each calendar year such that the first installment of the RSUs granted to our Named Executive Officers in 2025 vested on March 15, 2025. 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.” (3)Mr. Yarbrough resigned from his position as our Executive Vice President, Chief Financial Officer effective February 25, 2026. Following his termination of employment on March 16, 2026, all unvested RSUs held by Mr. Yarbrough were forfeited.

  20. 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 each Named Executive Officer’s eligibility to receive certain severance payments and benefits as set forth in a separate change in control and severance agreement, 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 prorated 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 prorated 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. Mr. Yarbrough did not receive any severance payments or benefits under his change in control and severance agreement in connection with his resignation from his position as our Executive Vice President, Chief Financial Officer. Mr. Yarbrough’s employment continued in a non-executive capacity until March 16, 2026, at which time his employment terminated. In connection with his resignation, and in recognition of his long-standing tenure and service to the company, the Compensation Committee approved the extension of the post-termination exercise period of Mr. Yarbrough’s vested stock options through July 29, 2028.

  21. 11. Policy Regarding Options and Similar Equity Awards

    11. Policy Regarding Options and Similar Equity Awards We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards, and we have not granted our Named Executive Officers stock options since 2018. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  22. 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, 2025, 2024 and 2023.

  23. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non- Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Ian Siegel Chief Executive Officer | 2025 | 550,000 | — | 2,289,840 | — | 11,998 | 2,851,838 | | | 2024 | 522,500(4) | — | 5,131,120 | — | 11,458 | 5,665,078 | | | 2023 | 453,750(5) | — | — | — | 11,126 | 464,876 | | Amy Garefis Executive Vice President, Chief People Officer | 2025 | 370,000 | — | 523,320 | 159,331 | 12,283 | 1,064,934 | | | 2024 | 370,000 | — | 915,725 | 60,125 | 12,248 | 1,358,098 | | | 2023 | 370,000 | — | 2,367,000 | — | 11,393 | 2,748,393 | | Boris Shimanovsky Executive Vice President, Chief Technology Officer | 2025 | 425,000 | 200,000(6) | 1,831,760 | 211,172 | 11,734 | 2,679,666 | | | 2024 | 400,000 | — | 2,253,801 | 65,000 | 9,214 | 2,728,015 | | | 2023 | 400,000 | — | 2,570,625 | — | 12,314 | 2,982,939 | | David Travers President and interim Chief Financial Officer | 2025 | 430,000 | — | 1,831,760 | — | 6,780 | 2,268,540 | | | 2024 | 430,000 | — | 4,161,299 | — | 6,556 | 4,597,855 | | | 2023 | 430,000 | — | 4,804,875 | — | 10,530 | 5,245,405 | | Timothy Yarbrough(7) Former Executive Vice President, Chief Financial Officer | 2025 | 425,000 | — | 1,177,680 | — | 12,626 | 1,615,306 | | | 2024 | 400,000 | — | 2,226,776 | — | 11,962 | 2,638,738 | | | 2023 | 400,000 | — | 4,168,125 | — | 10,950 | 4,579,075 |

  24. 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 year 2025 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 Note 2 “Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” in the Notes to Consolidated Financial Statements in the 2025 Form 10-K. (2)The amounts reported represent performance-based cash bonuses under our 2025 and 2024 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.” (3)The amounts reported represent (i) nominal tax gross-ups provided to our executive officers on the same basis provided to all employees in connection with awards pursuant to our peer recognition program as well as in connection with wellness stipends, (ii) wellness stipends, (iii) group term life insurance premiums, (iv) awards pursuant to our peer recognition program, and (v) contributions to our 401(k) plan. (4)The amount reported reflects the reinstatement of Mr. Siegel’s base salary effective March 1, 2024. (5)The amount reported reflects a 30% reduction of Mr. Siegel’s base salary effective June 1, 2023. (6)The amount reported represents a discretionary cash bonus paid to Mr. Shimanovsky on March 31, 2025. (7)Mr. Yarbrough resigned from his position as our Executive Vice President, Chief Financial Officer effective February 25, 2026. Mr. Yarbrough’s employment continued in a non-executive capacity until March 16, 2026, at which time his employment terminated.

  25. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information about awards granted in 2025 to each of our Named Executive Officers.

  26. Grants of Plan-Based Awards in 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | | | | Name | Grant Date | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Ian Siegel | — | 481,250 | 687,500 | 1,375,000(1) | | | | | 3/2/2025 | | | | 408,900 | 2,289,840 | | Amy Garefis | — | 24,050 | 240,500 | 420,875(1) | | | | | 3/2/2025 | | | | 93,450 | 523,320 | | Boris Shimanovsky | — | 31,875 | 318,750 | 557,813(1) | | | | | 3/2/2025 | | | | 327,100 | 1,831,760 | | David Travers | — | 225,750 | 322,500 | 645,000(1) | | | | | 3/2/2025 | | | | 327,100 | 1,831,760 | | Timothy Yarbrough(3) | — | 223,125 | 318,750 | 637,500(1) | | | | | 3/2/2025 | | | | 210,300 | 1,177,680 |

  27. Grants of Plan-Based Awards in 2025

    ________________ (1)Amount represents the potential annual cash incentive award under our 2025 AEIP for each of our Named Executive Officers. Additional information regarding the 2025 AEIP is set forth in “Compensation Discussion and Analysis—Elements of Our Named Executive Officers’ Direct Compensation—Incentive Bonuses.” See the amounts reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for actual amounts earned under the 2025 AEIP by each of our Named Executive Officers. (2)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. For additional information on the assumptions used to estimate the fair value of the awards, see Note 2 “Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” in the Notes to Consolidated Financial Statements in the 2025 Form 10-K. (3)Mr. Yarbrough resigned from his position as our Executive Vice President, Chief Financial Officer effective February 25, 2026. Mr. Yarbrough’s employment continued in a non-executive capacity until March 16, 2026, at which time his employment terminated. Following his termination, all unvested RSUs held by Mr. Yarbrough were forfeited.

  28. 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, 2025. For additional information regarding incentive plan awards, please refer to “Compensation Discussion and Analysis” above.

  29. 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 ($) | | Ian Siegel | 3/12/2024(1)(4) | 3/1/2024 | — | — | — | — | 206,896 | 806,894 | — | — | | | 3/2/2025(1)(4)(7) | 3/1/2025 | — | — | — | — | 306,672 | 1,196,021 | — | — | | Amy Garefis | 7/30/2018(2)(5) | 7/16/2018 | 22,533 | — | 5.53 | 7/29/2028 | — | — | — | — | | | 2/14/2023(1)(4)(7) | 12/1/2022 | — | — | — | — | 4,011 | 15,643 | — | — | | | 2/14/2023(1)(4)(7) | 1/1/2023 | — | — | — | — | 20,948 | 81,697 | — | — | | | 3/8/2024(1)(4)(7) | 3/1/2024 | — | — | — | — | 36,424 | 142,054 | — | — | | | 3/2/2025(1)(4)(7) | 3/1/2025 | — | — | — | — | 70,086 | 273,335 | — | — | | Boris Shimanovsky | 2/14/2023(1)(4)(7) | 1/1/2023 | — | — | — | — | 28,560 | 111,384 | — | — | | | 3/8/2024(1)(4)(7) | 3/1/2024 | — | — | — | — | 89,648 | 349,627 | — | — | | | 3/2/2025(1)(4)(7) | 3/1/2025 | — | — | — | — | 245,324 | 956,764 | — | — | | David Travers | 12/12/2017(2)(6) | 7/1/2017 | 268,947 | — | 3.70 | 12/11/2027 | — | — | — | — | | | 2/14/2023(1)(4)(7) | 1/1/2023 | — | — | — | — | 53,386 | 208,205 | — | — | | | 3/8/2024(1)(4)(7) | 3/1/2024 | — | — | — | — | 165,522 | 645,536 | — | — | | | 3/2/2025(1)(4)(7) | 3/1/2025 | — | — | — | — | 245,324 | 956,764 | — | — | | Timothy Yarbrough | 7/30/2018(2)(5) | 7/16/2018 | 67,412 | — | 5.53 | 7/29/2028 | — | — | — | — | | | 7/30/2018(2)(5) | 7/16/2018 | 22,588 | — | 5.53 | 7/29/2028 | — | — | — | — | | | 2/14/2023(1)(4)(7) | 1/1/2023 | — | — | — | — | 46,312 | 180,617 | — | — | | | 3/8/2024(1)(4)(7) | 3/1/2024 | — | — | — | — | 88,574 | 345,439 | — | — | | | 3/2/2025(1)(4)(7) | 3/1/2025 | — | — | — | — | 157,724 | 615,124 | — | — |

  30. Outstanding Equity Awards at Year-End Table

    ________________ (1)Awards were granted under the 2021 Plan and are for shares of Class A common stock. (2)Awards were granted under our Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and are for shares of Class B common stock. (3)The market value of unvested RSUs outstanding as of December 31, 2025 is calculated by multiplying the number of shares subject to such awards by the closing price of our Class A common stock on December 31, 2025, which was $3.90. (4)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. The quarterly vesting dates are March 15, June 15, September 15, and December 15 of each calendar year. 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.” (5)This option was 100% vested on July 16, 2022. (6)This option was 100% vested on July 1, 2021. (7)The time-based service conditions 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).

  31. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to Named Executive Officers concerning the exercise of stock options and vesting of stock awards during the year ended December 31, 2025.

  32. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Ian Siegel | — | — | 205,680 | 1,094,732 | | Amy Garefis | — | — | 86,622 | 461,811 | | Boris Shimanovsky | — | — | 173,912 | 926,413 | | David Travers | 223,388 | 736,063 | 236,678 | 1,260,484 | | Timothy Yarbrough | — | — | 161,926 | 862,617 |

  33. Option Exercises and Stock Vested

    ________________ (1)Represents the difference between fair market value of our stock underlying the options at exercise and the exercise price of the option. (2)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.

  34. 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, 2025, and the price per share of our Class A common stock is the closing price as of December 31, 2025 ($3.90). 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.

  35. Potential Payments Upon Termination or Change in Control

    | | Upon Qualifying Termination—Outside of Change in Control Period(1) | | | Upon Qualifying Termination—During Change in Control Period(2) | | | | | Name | Cash Severance ($)(3) | Benefits ($)(4) | Total ($) | Cash Severance ($)(3) | Stock Awards ($)(5) | Benefits ($)(4) | Total ($) | | Ian Siegel | 962,500 | 19,800 | 982,300 | 1,237,500 | 2,002,915 | 19,800 | 3,260,215 | | Amy Garefis | 425,500 | 19,800 | 445,300 | 610,500 | 512,729 | 19,800 | 1,143,029 | | Boris Shimanovsky | 533,750 | 19,800 | 553,550 | 748,750 | 1,417,775 | 19,800 | 2,186,325 | | David Travers | 537,500 | 19,800 | 557,300 | 752,500 | 1,810,505 | 19,800 | 2,582,805 | | Timothy Yarbrough | 533,750 | 19,800 | 553,550 | 748,750 | 1,141,179 | 19,800 | 1,909,729 |

  36. Potential Payments Upon Termination or Change in Control

    (1) Pursuant to the terms of the change in control and severance agreements with each of our Named Executive Officers, upon a Named Executive Officer’s termination of employment without “cause” (as defined in the change in control and severance agreements), each Named Executive Officer will receive a lump sum cash severance payment equal to the sum of six months’ base salary and a prorated target bonus for the year in which the termination of employment occurs, along with Company payment for up to 12 months of COBRA premiums associated with the Named Executive Officer’s (and, if applicable, his or her eligible dependents’) continued coverage under the Company’s health, dental and vision plans, subject to the Named Executive Officer’s execution of a release of claims. (2) Pursuant to the terms of the change in control and severance agreements with each of our Named Executive Officers, upon a Named Executive Officer’s termination of employment without “cause” or resignation for “good reason” within three months prior to or 12 months following a “change in control” (each such quoted term as defined in the change in control and severance agreements), each Named Executive Officer will receive (i) a lump sum cash severance payment equal to the sum of 12 months’ base salary and a prorated target bonus for the year in which the termination of employment occurs, (ii) Company payment for up to 12 months of COBRA premiums associated with the Named Executive Officer’s (and, if applicable, his or her eligible dependents’) continued coverage under the Company’s health, dental and vision plans, and (iii) accelerated vesting of outstanding equity awards (based on the greater of actual or target performance for any performance-based awards), subject to the Named Executive Officer’s execution of a release of claims. (3) The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2025 and the severance amount related to target annual bonuses was determined based on the target annual bonuses under the 2025 AEIP. Although the change in control and severance agreements provide for payment of a prorated target bonus upon a qualifying termination of employment, the target bonuses payable to the Named Executive Officers are included in the table because the Named Executive Officers would have been employed for the full year if their termination occurred on December 31, 2025. (4) The COBRA premium amount is based on the Company’s estimated medical costs for each applicable Named Executive Officer during the year ended December 31, 2025, which are assumed for purposes of this table to remain the same throughout the period for which the COBRA reimbursement would be available. (5) The value of accelerated RSUs is calculated by multiplying the number of RSUs accelerated by $3.90, the closing price per share of our Class A common stock on December 31, 2025. 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.

  37. 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.

  38. 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 ($)(2)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(4) | Average Compensation Actually Paid to non-PEO NEOs ($)(2)(5) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (Loss) ($)(7) | Revenue ($)(8) | | 2025 | 2,851,838 | 1,412,726 | 1,907,112 | 939,375 | 18.71 | 58.61 | (32,994,000) | 448,952,000 | | 2024 | 5,665,078 | 3,811,260 | 3,160,414 | 238,032 | 34.72 | 52.81 | (12,854,000) | 474,001,000 | | 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 |

  39. Pay Versus Performance

    (1) Ian Siegel has been our Chief Executive Officer since June 2010. (2) 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 RSU awards with time-based service conditions, 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 (as defined below), Monte Carlo simulation models. For additional information on the assumptions used to estimate the fair value of the awards, see Note 2 “Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” in the Notes to Consolidated Financial Statements in the 2025 Form 10-K. (3) 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:

  40. Pay Versus Performance

    | Prior FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | | Current FYE | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $35,189,890 | $1,096,155 | $464,876 | $5,665,078 | $2,851,838 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(24,425,697) | $— | $— | $(5,131,120) | $(2,289,840) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $22,791,698 | $— | $— | $2,246,920 | $1,196,021 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $— | $(8,309,712) | $— | $— | $(691,033) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $800,085 | $(147,490) | $— | $1,030,382 | $544,109 | | + 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 | $— | $— | $— | $— | $(198,369) | | - 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(a) | $— | $— | $(14,481,986) | $— | $— | | Compensation Actually Paid | $34,355,976 | $(7,361,047) | $(14,017,110) | $3,811,260 | $1,412,726 |

  41. Pay Versus Performance

    (a) In consultation with Semler Brossy, the Compensation Committee designed a performance-based RSU award (the “CEO Grant”) 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 then-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 Chief Executive Officer 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. 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 Grant in December 2023. (4) The individuals comprising the Non-PEO NEOs for each year are listed below:

  42. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Qasim Saifee | Amy Garefis | Qasim Saifee | Amy Garefis | Amy Garefis | | David Travers | Qasim Saifee | Boris Shimanovsky | Qasim Saifee | Boris Shimanovsky | | | David Travers | David Travers | Boris Shimanovsky | David Travers | | | Timothy Yarbrough | Timothy Yarbrough | David Travers | Timothy Yarbrough | | | | | Timothy Yarbrough | |

  43. Pay Versus Performance

    (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:

  44. Pay Versus Performance

    | Prior FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | | Current FYE | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Average Summary Compensation Table Total | $6,874,618 | $2,228,483 | $4,511,560 | $3,160,414 | $1,907,112 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(6,326,448) | $(1,542,000) | $(4,087,125) | $(2,778,473) | $(1,341,130) | | + 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 | $825,731 | $700,497 | | + 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) | $(509,856) | $(445,376) | | + 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 | $432,768 | $318,674 | | + 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) | $(299,364) | $(200,402) | | - 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 | $— | $— | $— | $(593,188) | $— | | Average Compensation Actually Paid | $11,091,444 | $1,368,571 | $2,677,586 | $238,032 | $939,375 |

  45. Pay Versus Performance

    The amounts reported above 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, other than our Chief Executive Officer, whose award must be issued as RSUs, each of our Named Executive Officers was eligible to receive a bonus in the form of cash or in the form of RSUs, at the individual’s sole election. The 2021 AEIP awards were recognized as fully vested as of December 31, 2021 in accordance with ASC 718 but were granted in February 2022 and the underlying shares were issued in March 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. 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 2024 reflects forfeitures related to Mr. Saifee’s resignation from his position as our Chief Operating Officer effective April 30, 2024. Upon his resignation, all unvested RSUs held by Mr. Saifee were forfeited. (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 2025 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 (loss) 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, 2023, 2024 and 2025. 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.

  46. 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 five-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 (Loss) Compensation Actually Paid versus Revenue

  47. 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 Chief Executive Officer, Ian Siegel, to the median of the total annual compensation of all of our employees (excluding our Chief Executive Officer). 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 2025 was $139,127. Our Chief Executive Officer’s annual total compensation for 2025 was $2,851,838 as reported in the Summary Compensation Table. Therefore, our Chief Executive Officer to median employee pay ratio was 20.5:1 for 2025. 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 Chief Executive Officer to the median of the annual total compensation of all our employees (excluding our Chief Executive Officer), we selected December 31, 2025 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 2025. This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.

  48. 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, 2025. 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.”

  49. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Stock Awards ($) (1) | Total ($) | | Brie Carere | 60,000 | — | 210,191 | 270,191 | | Mike Gupta | 60,000 | — | 210,191 | 270,191 | | Yvonne Hao(2) | 67,500 | — | 210,191 | 277,691 | | Cipora Herman | 97,500 | — | 210,191 | 307,691 | | Blake Irving | 71,000 | — | 210,191 | 281,191 | | Emily McEvilly | 55,000 | — | 210,191 | 265,191 |

  50. DIRECTOR COMPENSATION

    ____________________ (1)Amounts represent the aggregate grant date fair value of the RSUs granted to each of our non-employee directors during 2025 calculated in accordance with ASC Topic 718. All RSUs 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 director with respect to the awards. For additional information on the assumptions used to estimate the fair value of the awards, see Note 2 “Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” in the Notes to Consolidated Financial Statements in the 2025 Form 10-K. The following table sets forth information the aggregate number of shares of our common stock underlying outstanding stock options held as of December 31, 2025 by each individual who served as a non-employee director during 2025 and the aggregate number of unvested shares of our common stock underlying outstanding RSUs held as of December 31, 2025 by each individual who served as a non-employee director during 2025:

  51. DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Stock Options Granted in the Year Ended December 31, 2025 | Number of Shares Underlying Stock Options Held as of December 31, 2025 | Number of Shares Underlying Unvested Stock Options Held as of December 31, 2025 | Number of Shares Underlying Unvested RSUs Held as of December 31, 2025 | | Brie Carere | — | — | — | 32,997 | | Mike Gupta | — | — | — | 48,205 | | Yvonne Hao | — | — | — | 32,997 | | Cipora Herman | — | 220,000 | — | 32,997 | | Blake Irving | — | 220,000 | — | 32,997 | | Emily McEvilly | — | — | — | 32,997 |

  52. DIRECTOR COMPENSATION

    (2)Ms. Hao served on our Board of Directors through February 5, 2026. Upon her cessation of service, all unvested equity awards held by her, including the RSUs granted to her in June 2025, were forfeited.

  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. The Board of Directors reviewed a competitive market analysis prepared by Semler Brossy and determined not to make any changes to the non-employee director compensation policy for 2025 as compared to 2024. Under our 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 prorated 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 For actual total compensation earned by each director in 2025, 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 of the first three annual anniversaries of the grant date of the Initial Award and (2) each of the first three annual meetings 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; to the extent that a non-employee director joins our Board of Directors between annual stockholder meetings, he or she will receive a pro-rated Annual Award based on the number of months of expected service prior to the subsequent annual stockholder meeting. 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.