DEF 14A of CS Disco, Inc., Apr 30, 2026

DEF 14A of CS Disco, Inc.

Filed Apr 30, 2026 · FY20250001625641-26-000097

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our board of directors currently consists of ten members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors and has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are currently divided into the three classes as follows: •Class II directors: Colette Pierce Burnette, Ed.D., Aaron Clark, James Offerdahl and Toby Williams, whose terms will expire at the upcoming Annual Meeting; •Class III directors: Susan L. Blount, Scott Hill and Krishna Srinivasan, whose terms will expire at the Annual Meeting of Stockholders to be held in 2027; and •Class I directors: Eric Friedrichsen, Thomas Bogan and Robert P. Goodman, whose terms will expire at the Annual Meeting of Stockholders to be held in 2028; Our board of directors has nominated James Offerdahl and Toby Williams for reelection to serve as Class II directors, Colette Pierce Burnette, Ed.D. and Aaron Clark will not stand for reelection as directors upon the expiration of their terms at the Annual Meeting. Effective upon the expiration of Dr. Burnette's and Mr. Clark's terms at the Annual Meeting, the Board has approved a reduction in the size of the board from ten to eight members. Mr. Williams was appointed by our board of directors in April 2026 to fill a newly created directorship resulting from an increase in the number of directors constituting our board of directors. Mr. Offerdahl was previously elected to our board of directors by our stockholders. Each of Messrs. Offerdahl and Williams has been nominated for reelection to serve as a Class II director, based in part on the recommendation of the nominating and corporate governance committee, and has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that either nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Stockholders to be held in 2029 and until the director’s successor has been duly elected and qualified or until the director’s earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of DISCO.

  2. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE

    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE

  3. INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS The following table sets forth, for the Class II nominees and our other directors who will continue in office after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement:

  4. INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Name | Age | Position | | Class II director nominees for election at the 2026 Annual Meeting of Stockholders | | | | James Offerdahl | 69 | Director | | Toby Williams | 52 | Director | | Class III directors continuing in office until the 2027 Annual Meeting of Stockholders | | | | Susan L. Blount | 68 | Director | | Scott Hill | 58 | Chair of the Board of Directors | | Krishna Srinivasan | 53 | Director | | Class I directors continuing in office until the 2028 Annual Meeting of Stockholders | | | | Eric Friedrichsen | 57 | President, Chief Executive Officer and Director | | Thomas Bogan | 74 | Director | | Robert P. Goodman | 65 | Director |

  5. INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  6. Nominees for Election at the 2026 Annual Meeting of Stockholders

    Nominees for Election at the 2026 Annual Meeting of Stockholders James Offerdahl has served as a member of our board of directors since August 2018. Mr. Offerdahl served as the Chief Financial Officer of Bazaarvoice, Inc. from January 2013 until its acquisition in February 2018. Prior to this, he served as the Chief Financial Officer and Vice President of Administration of Convio, Inc. from February 2005 until its acquisition in May 2012. Earlier in his career, Mr. Offerdahl held executive level positions at various other companies, including as Chief Executive Officer of Traq-Wireless, Inc., Chief Operating Officer and Chief Financial Officer of Pervasive Software, Inc. and Chief Financial Officer of Tivoli Systems, Inc. Since January 2011, Mr. Offerdahl has served on the board of directors of Q2 Holdings, Inc., where he also serves as chair of the company’s audit committee. He also serves and has served on the boards of directors of several private companies. Mr. Offerdahl holds a B.S. in accounting from Illinois State University and an M.B.A. in management and finance from the University of Texas at Austin. We believe that Mr. Offerdahl is qualified to serve as a member of our board of directors because of his financial expertise and his extensive experience as an executive and director of various public and private companies. Toby Williams has served as a member of our board of directors since April 2026. Mr. Williams has served as President and Chief Executive Officer of Paylocity Holding Corporation, a provider of cloud-based human capital management solutions, since August 2024, and previously served as its Co-Chief Executive Officer from March 2022 until August 2024 and its Chief Financial Officer from September 2017 until March 2022. He has also served as a member of Paylocity’s board of directors since March 2022. Prior to joining Paylocity, from February 2011 until August 2017, Mr. Williams held several positions at Ellucian, Inc., a provider of higher education software and services, most recently as Chief Product and Strategy Officer. Prior to joining Ellucian, Mr. Williams served as Director of Corporate Development of Paychex, Inc., a provider of human capital management solutions, from March 2006 to January 2011. Before joining Paychex, Mr. Williams was a senior associate in the investment banking division of Citigroup Global Markets Inc. from September 2004 to January 2006. From 1999 to 2004, Mr. Williams was an associate in private law practice, most recently with Holland & Knight LLP from 2002 until 2004. Mr. Williams holds a B.A. in Business Administration and Political Science from Houghton College and an M.B.A. and J.D. from The Ohio State University.

  7. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Susan L. Blount has served as a member of our board of directors since April 2021. Ms. Blount served as General Counsel of Prudential Financial, Inc., as Senior and then Executive Vice President from 2005 to 2015. She served as an adjunct professor at the University of Texas School of Law from January 2016 to 2024, and she has served in a volunteer capacity as Chair of the University of Texas Law School Foundation since 2023. Since January 2019, Ms. Blount has served on the board of directors of Cavco Industries Inc. Ms. Blount is a founding member of the Center for Women in Law at the University of Texas School of Law, where she also served as Interim Executive Director from March 2019 to January 2020. Ms. Blount holds a B.A. in history from the University of Texas at Austin and a J.D. from the University of Texas School of Law. We believe that Ms. Blount is qualified to serve as a member of our board of directors because of her significant experience in public company strategy, corporate governance, legal and risk management. Scott Hill has served as a member of our board of directors since June 2021 and as chair of the board of directors since May 2024. Mr. Hill served as our Chief Executive Officer from September 2023 until April 2024. Mr. Hill was an advisor to the Chief Executive Officer of Intercontinental Exchange, Inc. until February 2023 and previously served as the Chief Financial Officer from May 2007 to May 2021. Before that, Mr. Hill was an international finance executive for International Business Machines Corporation from 1991 to 2007. Mr. Hill currently serves on the board of directors of Cardlytics, Inc., a position he has held since September 2023. Mr. Hill earned his B.B.A in finance from the University of Texas at Austin and his M.B.A. from New York University. We believe that Mr. Hill is qualified to serve as a member of our board of directors because of his financial expertise and his extensive management experience, including as our former Chief Executive Officer. Krishna Srinivasan has served as a member of our board of directors since December 2013, including as chair of the board of directors from May 2021 to May 2024. Mr. Srinivasan is a Founding Partner of LiveOak Venture Partners, which he co-founded in January 2012. Prior to founding LiveOak Venture Partners, Mr. Srinivasan was a Partner at Austin Ventures from 2000 to 2010. Earlier in his career, he also worked at Motorola and SEMATECH. Mr. Srinivasan is or has been a member of the board of directors of numerous other portfolio companies of LiveOak Venture Partners in the technology space. Mr. Srinivasan is Chair of the Board for Austin-PBS, and serves on the board of directors of The Miracle Foundation, a global non-profit organization that utilizes technology and proprietary best-practices to help orphans and vulnerable children achieve their full potential. Mr. Srinivasan holds a B.Tech. in mechanical engineering from the Indian Institute of Technology, a M.S. in operations research from the University of Texas at Austin and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe that Mr. Srinivasan is qualified to serve as a member of our board of directors because of his extensive experience with technology companies in our industry and his service on numerous private company boards.

  8. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Eric Friedrichsen has served as our Chief Executive Officer and a member of our board of directors since April 2024. Prior to that, Mr. Friedrichsen served as Chief Executive Officer of Emburse, LLC, a provider of organizational expense management solutions, from January 2020 to January 2024. In 2019, Mr. Friedrichsen served as Global Head, Commercial, SMB and Growth Markets of Marketo Inc., a provider of project management solutions and a subsidiary of Adobe Inc. Prior to that time, Mr. Friedrichsen held a series of executive and leadership roles at SAP and SAP Concur, from 2008 to 2018. Mr. Friedrichsen holds a B.B.A. in Management Information Systems from the University of Iowa. We believe that Mr. Friedrichsen is qualified to serve on the Board due to his extensive experience building and leading businesses and the insights he has as our Chief Executive Officer. Thomas Bogan has served as a member of our board of directors since March 2025. Mr. Bogan most recently served as Vice Chair, Corporate Development at Workday, Inc. (“Workday”) from February 2021 until his retirement in January 2022. Prior to this, Mr. Bogan served as its Vice Chair with responsibility for Workday’s Strategic Sourcing business from February 2020 to February 2021, and its Executive Vice President, Planning Business Unit, from August 2018 to January 2020. Mr. Bogan initially joined Workday in August 2018 through its acquisition of Adaptive Insights, where he was Chief Executive Officer and a member of the board of directors from January 2015 until the acquisition. Mr. Bogan has served on the boards of directors of Workday since February 2022 and previously served on the board of directors of Aspen Technology, Inc. from May 2022 until its acquisition in March 2025. Mr. Bogan holds a B.S. in accounting from Stonehill College. We believe that Mr. Bogan is qualified to serve as a member of our board of directors because of his extensive experience as an executive and director in the software industry. Robert P. Goodman has served as a member of our board of directors since November 2014. Mr. Goodman is a Partner at Bessemer Venture Partners, a venture capital and private equity firm which he joined in 1998. Bessemer Venture Partners VIII L.P. and Bessemer Venture Partners VIII Institutional L.P. are investors in DISCO and affiliated investment funds of Bessemer Venture Partners. Prior to joining Bessemer Venture Partners, Mr. Goodman founded and served as the Chief Executive Officer of three privately held telecommunications companies. Since February 2017, Mr. Goodman has served on the board of directors of ACV Auctions Inc., and he previously served on the board of directors of Blue Apron Holdings from November 2015 to December 2019. Additionally, Mr. Goodman is or has been a member of the boards of directors of numerous other private companies (including but not limited to portfolio companies of Bessemer Venture Partners in the areas of software, mobile and business-to-business marketplace). Mr. Goodman holds a B.A. in Latin American studies from Brown University and an M.B.A. from Columbia University. We believe that Mr. Goodman is qualified to serve as a member of our board of directors due to his experience of working with entrepreneurial companies, particularly technology companies, and his experience as a director of both public and private companies.

  9. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  10. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows for the fiscal years ended December 31, 2025 and 2024, as applicable, compensation awarded or paid to, or earned by, our named executive officers.

  11. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Eric Friedrichsen(5) | 2025 | 550,000 | 2,837,011(7) | 544,500 | 132,246 | 4,063,757 | | Chief Executive Officer and Director | 2024 | 370,897 | 7,934,295 | 270,958 | 75,193 | 8,651,343 | | Michael S. Lafair(6) | 2025 | 410,000 | 917,780(7) | 243,540 | 17,398 | 1,588,719 | | Former Executive Vice President, Chief Financial Officer | 2024 | 410,000 | 764,692 | 179,580 | 15,429 | 1,369,701 | | Richard Crum | 2025 | 370,000 | 1,311,113(7) | 219,780 | 12,450 | 1,913,343 | | Executive Vice President, Chief Product, Technology and Strategy Officer | | | | | | |

  12. 2025 Summary Compensation Table

    _______________ (1) Salary amounts represent actual amounts paid during the period presented. See “—Narrative Disclosure to Summary Compensation Table—Base Salary” below. (2) Amounts reported represent the aggregate grant date fair value of stock awards granted to our named executive officers during the periods reported, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included in the Annual Report. This amount does not reflect the actual economic value that may be realized by the named executive officer. (3) The amounts disclosed represent performance bonuses earned in the period presented. See “—Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below. (4) Amounts reported for 2025 reflect the following:

  13. 2025 Summary Compensation Table

    | Named Executive Officer | Life Insurance Premiums ($) | 401(k) Matching Contributions ($) | Other ($) | Total ($) | | Eric Friedrichsen | 12,250 | 3,354 | 116,641(a) | 132,246 | | Michael S. Lafair | 12,250 | 5,148 | — | 17,398 | | Richard Crum | 10,656 | 1,794 | — | 12,450 |

  14. 2025 Summary Compensation Table

    _______________ (a) Includes $116,641 for an apartment rental. (5) Mr. Friedrichsen was appointed as our Chief Executive Officer in April 2024. (6) On August 6, 2025, we announced that Mr. Lafair would step down from his role as our Executive Vice President, Chief Financial Officer, effective as of the earlier of the appointment of his successor or the close on business on December 31, 2025, which was later extended to January 11, 2026. Pursuant to the terms of Mr. Lafair’s Transition Agreement, he remained eligible to receive his 2025 annual performance bonus, subject to our regular bonus determination and award procedures and to vest in his outstanding and unvested RSUs through February 17, 2026. In addition, Mr. Lafair was eligible to vest as to one-fourth of the total number of vestable shares subject to his PSU (as defined below) award following the determination of the Compensation Committee of our level of achievement of the applicable performance criteria. (7) Consists of a service-based restricted stock unit ("RSU") award and a performance-based RSU (“PSU”) award subject to vesting based on our achievement of specific revenue and Adjusted EBITDA targets and non-quantitative performance goals for 2025. With respect to the PSU award, the amount that would vest based on achievement of such performance criteria vests over approximately four years from the date of grant based on the recipient’s continued service to us through each vesting date. Because the PSU awards are subject to a performance condition, the grant date fair value reported is based upon the probable outcome of such condition as of the grant date. The values of the PSU awards on the grant date, assuming the highest level of performance would have been achieved, was $1,621,152 for Mr. Friedrichsen, $524,447 for Mr. Lafair and $749,209 for Mr. Crum. In February 2026, the compensation committee determined based on our corporate performance for 2025 that the PSU awards would vest as to performance as to 99% of target.

  15. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025.

  16. Outstanding Equity Awards as of December 31, 2025

    | | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares of Units of Stock that have not Vested ($)(1) | | Eric Friedrichsen | 04/29/2024 | 639,863(3) | 4,965,337 | | | 02/18/2025 | 201,111(4) | 1,560,621 | | | 02/18/2025 | 151,695(5) | 1,177,153 | | Michael Lafair(2) | 02/06/2023 | 82,485(6) | 640,084 | | | 02/06/2023 | 8,799(7) | 68,280 | | | 02/07/2024 | 24,140(8) | 187,326 | | | 02/07/2024 | 11,749(9) | 91,172 | | | 02/16/2025 | 60,187(10) | 467,051 | | | 02/16/2025 | 48,889(5) | 379,379 | | Richard Crum | 07/15/2024 | 94,829(11) | 735,873 | | | 02/16/2025 | 99,207(12) | 769,846 | | | 02/16/2025 | 69,841(5) | 541,966 |

  17. Outstanding Equity Awards as of December 31, 2025

    _______________ (1) This column represents the market value of the shares of our common stock underlying the stock awards as of December 31, 2025, based on the closing price of our common stock, as reported on the NYSE, of $7.76 per share on December 31, 2025. (2) On August 6, 2025, we announced that Mr. Lafair would step down from his role as our Executive Vice President, Chief Financial Officer, effective as of the earlier of the appointment of his successor or the close of business on December 31, 2025, which was later extended to January 11, 2026. Pursuant to the terms of his transition agreement, Mr. Lafair was eligible to vest in his outstanding and unvested RSUs through February 17, 2026. All remaining unvested RSUs held by Mr. Lafair as of February 17, 2026 were forfeited. Mr. Lafair was also eligible to vest as to one-fourth of the total number of vestable shares subject to his PSU award granted in 2025 following the determination of the Compensation Committee of our level of achievement of the applicable performance criteria. (3) One-fourth (1/4th) of the shares underlying this RSU award vested on May 16, 2025, and the remainder of the shares have vested and will continue to vest in twelve equal quarterly installments beginning August 16, 2025, subject to Mr. Friedrichsen’s continuous service to us through the applicable vesting date. (4) One-sixteenth (1/16th) of the shares underlying this RSU award have vested and will continue to vest on a quarterly basis beginning August 16, 2025, subject to the named executive officer’s continuous service to us through the applicable vesting date. (5) The amounts reported reflect PSUs that were earned as a result of achievement of performance criteria in 2025 and upon certification by the compensation committee in February 2026. The earned PSUs remain subject to service based vesting conditions and vested as to one-fourth (1/4th) of the shares underlying the PSU award on February 27, 2026, the date that was two full business days following our release of our earnings for the year ended December 31, 2025, and the remainder of the shares will vest in twelve quarterly installments beginning May 16, 2026, subject to the named executive officer’s continuous service to us through the applicable vesting date. (6) One-sixteenth (1/16th) of the shares underlying this RSU award have vested and will continue to vest on a quarterly basis beginning May 16, 2023, subject to the named executive officer’s continuous service to us through the applicable vesting date. (7) The amounts reported reflect PSUs that were earned as a result of achievement of performance criteria in 2023 and upon certification by the compensation committee in February 2024. The earned PSUs remain subject to service based vesting conditions and vested as to one third of the shares underlying the PSU award on February 27, 2024, the date that was two full business days following our release of our earnings for the year ended December 31, 2023, and the remainder of the shares have vested and will continue to vest in eight equal quarterly installments beginning May 16, 2024, subject to the named executive officer’s continuous service to us through the applicable vesting date. (8) One-twelfth (1/12th) of the shares underlying this RSU award have vested and will continue to vest on a quarterly basis beginning May 16, 2024, subject to the named executive officer’s continuous service to us through the applicable vesting date. (9) The amounts reported reflect PSUs that were earned as a result of achievement of performance criteria in 2024 and upon certification by the compensation committee in February 2025. The earned PSUs remain subject to service based vesting conditions and vested as to one-third (1/3rd) of the shares underlying the PSU award on February 25, 2025, the date that was two full business days following our release of our earnings for the year ended December 31, 2024, and the remainder of the shares have vested and will continue to vest in eight equal quarterly installments beginning May 16, 2025, subject to the named executive officer’s continuous service to us through the applicable vesting date. (10) One-sixteenth (1/16th) of the shares underlying this RSU award have vested and will continue to vest on a quarterly basis beginning May 16, 2025, subject to the named executive officer’s continuous service to us through the applicable vesting date. (11) One-fourth (1/4th) of the shares underlying this RSU award vested on August 16, 2025, and the remainder of the shares have vested and will continue to vest in twelve equal quarterly installments beginning November 16, 2025, subject to Mr. Crum’s continuous service to us through the applicable vesting date. (12) One-sixteenth (1/16th) of the shares underlying this RSU award have vested and will continue to vest on a quarterly basis beginning November 16, 2025, subject to the named executive officer’s continuous service to us through the applicable vesting date.

  18. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary. The employment agreements for Mr. Friedrichsen and Mr. Crum provide for severance and/or change in control benefits to the named executive officers upon (i) a “change in control termination” or (ii) a “regular termination” (each as described below). Pursuant to such agreements, upon a change in control termination, (i) Mr. Friedrichsen will be entitled to a lump sum payment equal to 18 months of his base salary, a lump sum payment equal to 150% of such named executive officer’s annual target cash bonus, payment of COBRA premiums for up to 18 months and full accelerated vesting of outstanding equity awards; and (ii) Mr. Crum will be entitled to a lump sum payment equal to 12 months of his base salary, a lump sum payment equal to 100% of such named executive officer’s annual target cash bonus, payment of COBRA premiums for up to 12 months and full accelerated vesting of outstanding equity awards; for equity awards subject to performance vesting, unless otherwise provided in individual award documents, performance will be deemed to be achieved at target level or, if greater, based on actual performance measured as of the effective time of such change in control. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, unless otherwise provided in individual award documents, performance will be deemed to be achieved at target level or, if greater, based on actual performance measured as of the effective time of such change in control). Upon a regular termination, Mr. Friedrichsen will be entitled to a lump sum payment equal to 18 months of his base salary and payment of COBRA premiums for up to 18 months and Mr. Crum will be entitled to a lump sum payment equal to six months of his base salary and payment of COBRA premiums for up to six months. In addition, Mr. Friedrichsen will be entitled to accelerated vesting of outstanding equity awards by the amount that would have vested in the 12 months following Mr. Friedrichsen’s separation date. All severance benefits are subject to the executive’s execution of an effective release of claims against the Company. For purposes of the employment agreements, a “regular termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in such agreements, in any case that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control,” as defined in the 2021 Plan, or the “change in control period.” For purposes of the amended and restated employment agreements, a “change in control termination” is an involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, in any case that occurs during the change in control period. In addition, each of our named executive officers’ equity awards that is currently outstanding is subject to the terms of our 2021 Plan and the award agreement thereunder. A description of the vesting provisions of each equity award held by our named executive officers that was outstanding and unvested as of December 31, 2025, including the treatment of the award in the event of a change in control, is provided above under “—Outstanding Equity Awards as of December 31, 2025.”

  19. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the year ended December 31, 2025:

  20. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Susan L. Blount | 53,000 | 150,000 | 203,000 | | Thomas Bogan | 29,929 | 300,000 | 329,929 | | Colette Pierce Burnette, Ed.D. | 39,000 | 150,000 | 189,000 | | Aaron Clark(3) | — | — | — | | Robert P. Goodman(3) | — | — | — | | Scott Hill | 89,598 | 150,000 | 239,598 | | James Offerdahl | 55,000 | 150,000 | 205,000 | | Krishna Srinivasan(3) | — | — | — | | Tyson Baber(3)(4) | — | — | — |

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    _______________ (1) Amounts reported represent the aggregate grant date fair value of the RSU awards granted to our non-employee directors during 2025 under our 2021 Plan, computed in accordance with ASC Topic 718. The fair value of RSUs is determined using the closing market price of our common stock on the date of grant. This amount does not reflect the actual economic value that may be realized by the non-employee directors. (2) As of December 31, 2025, the aggregate number of shares underlying RSU awards held by each of our non-employee directors was as follows:

  22. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of Restricted Stock Units (#) | | Susan L. Blount | 17,085 | | Thomas Bogan | 53,318 | | Colette Pierce Burnette, Ed.D. | 17,085 | | Aaron Clark | — | | Robert P. Goodman | — | | Scott Hill | 17,085 | | James Offerdahl | 17,085 | | Krishna Srinivasan | — |

  23. NON-EMPLOYEE DIRECTOR COMPENSATION

    (3) Until the date of the upcoming Annual Meeting, no non-employee director who (i) is affiliated or associated with any of our fund investors and (ii) was serving on our board of directors as of the effective date of the non-employee director compensation policy will be eligible for a cash retainer or a refresher RSU award. (4) Mr. Baber resigned from our board of directors in March 2025. Mr. Friedrichsen, our Chief Executive Officer, is also a member of our board of directors but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Friedrichsen.

  24. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a non-employee director compensation policy in July 2021 that is applicable to all of our non-employee directors. In April 2024, following a review of our non-employee director compensation program and peer group data prepared by Compensia, the compensation committee approved an amendment to the non-employee director compensation policy. As amended and restated in April 2024, the non-employee director compensation policy provides that each such non-employee director will be eligible to receive the following compensation for service on our board of directors on and following the effective date of the non-employee director compensation policy: •an annual cash retainer of $35,000 (the “general annual cash retainer”); •an additional annual cash retainer of $42,500 for service as independent chair of the board of directors; •an additional annual cash retainer of $10,000, $6,000 and $4,000 for service as a member of the audit committee, compensation committee and the nominating and corporate governance committee, respectively; •an additional annual cash retainer of $20,000, $12,000 and $8,000 for service as chair of the audit committee, chair of the compensation committee and chair of the nominating and corporate governance committee, respectively (in lieu of the committee member retainer above); •an initial RSU award granted upon a director’s initial election or appointment to the board, with an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to $300,000, vesting in twelve equal quarterly installments; and •a refresher RSU award granted at each annual meeting of our stockholders to each non-employee director who (i) has served as a non-employee member of the board for at least six months prior to such annual meeting and (ii) continues to serve following such annual meeting. Such refresher RSU awards will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to $150,000, and will vest in four equal quarterly installments (or the day immediately preceding the next annual meeting, if sooner). Notwithstanding the foregoing, until the date of our 2026 Annual Meeting of Stockholders, no non-employee director who (i) is affiliated or associated with any of our fund investors and (ii) was serving on our board of directors as of the effective date of the non-employee director compensation policy will be eligible for a cash retainer or a refresher RSU award. Pursuant to the compensation policy, each non-employee director may elect to receive all of such director’s general annual cash retainer as an RSU award, which we refer to as the retainer RSU award. If a non-employee director timely makes this election, the retainer grant will be automatically granted to the non-employee director on January 1st of each year and will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to the aggregate of the general annual cash retainer that would have otherwise been paid for the upcoming calendar year. Each retainer RSU award will vest in four equal installments on the last day of each of the Company’s fiscal quarters, subject to the non-employee director’s continued service though each applicable vesting date. Each of the RSU grants granted under the non-employee director compensation policy described above will be granted under our 2021 Plan. Each such grant will vest subject to the director’s continuous service with us, provided that each RSU award will vest in full upon a change in control, as defined in the 2021 Plan.

  25. Equity Grants to Directors and Executive Officers

    Equity Grants to Directors and Executive Officers We have granted RSUs and PSUs to certain of our directors and executive officers. For more information regarding the stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”