DEF 14A of Rimini Street, Inc., Apr 29, 2024

DEF 14A of Rimini Street, Inc.

Filed Apr 29, 2024 · FY20230001635282-24-000091

Open on EDGAR

  1. TABLE OF CONTENTS

    | Options Exercised and Stock Vested | 49 | | Potential Payments upon Termination or Change-in-Control | 49 | | Securities Authorized for Issuance Under Equity Compensation Plans | 53 | | CEO PAY RATIO | 55 | | PAY VERSUS PERFORMANCE | 56 | | PROPOSAL NO. 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 59 | | Background | 59 | | Proposal | 59 | | Board of Directors Recommendation | 59 | | Vote Required | 59 | | DIRECTOR COMPENSATION | 60 | | PROPOSAL NO. 4 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | 62 | | Background | 62 | | Board of Directors Recommendation | 62 | | Vote Required | 62 | | KPMG Representative — Attendance at the Annual Meeting | 62 | | FEES PAID TO AUDITORS | 63 | | Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors; Delegation of Pre-Approval Authority in Specified Instances | 64 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 65 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 66 | | DELINQUENT SECTION 16(a) REPORTS | 68 | | OTHER MATTERS AND ADDITIONAL INFORMATION | 69 | | Householding of Proxy Materials | 69 | | Deadlines for Stockholder Proposals and Director Nominations to be Presented at the Next Annual Meeting | 69 | | Availability of Annual Report to Stockholders and Report on Form 10-K | 69 | | Other Matters to be Presented for Action at the Annual Meeting | 70 | | Appendix A—Reconciliation of Non-GAAP Financial Measures | A |

  2. PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTOR NOMINEE

    PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTOR NOMINEE

  3. Nominee

    Nominee The Board has nominated the Class I director named below for election at the Annual Meeting. The nominee currently serves as a director. If reelected, he will serve until the 2027 annual meeting of stockholders and until his successor has been elected and qualified. Although the Board does not contemplate that the nominee will be unable to serve, if such a situation arises, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, proxies will be voted for such substitute nominee. The Nominating & Corporate Governance Committee of the Board (the “Nominating Committee”) is responsible for director recruitment and recommending to the Board all director nominees. Stockholders who wish to recommend a person for consideration as a director nominee should follow the procedures described below under the heading “Deadlines for Stockholder Proposals and Director Nominations to be Presented at the Next Annual Meeting.” The Board selected the nominee for election at the Annual Meeting upon the recommendation of the members of the Nominating Committee.

  4. Board Composition

    Board Composition The following table sets forth the names, ages and positions of the members of the Board as of April 29, 2024:

  5. Board Composition

    | Name | Age | Position(s) with the Company | | Class I Director (for term through 2027) | | | | Jack L. Acosta(1) | 76 | Lead Independent Director; Chair of Audit Committee | | Class II Directors (term continues through 2025) | | | | Katrinka B. McCallum(1)(2) | 56 | Director; Chair of Compensation Committee | | Robin Murray(3) | 58 | Director | | Class III Directors (term continues through 2026) | | | | Seth A. Ravin | 57 | President, Chief Executive Officer and Chairman of the Board | | Steven Capelli(1)(2)(3) | 66 | Director; Chair of the Nominating Committee | | Jay Snyder(2)(3) | 53 | Director |

  6. Board Composition

    _____________________________ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating Committee

  7. Board Diversity Matrix (as of April 29, 2024 and April 29, 2023)

    Board Diversity Matrix (as of April 29, 2024 and April 29, 2023)

  8. Board Diversity Matrix (as of April 29, 2024 and April 29, 2023)

    | | Female | Male | | Total Number of Directors | 6 | | | Part I: Gender Identity | | | | Directors | 1 | 5 | | Part II: Demographic Background | | | | White | 1 | 5 |

  9. Class I Director Nominee — Biographical Information

    Class I Director Nominee — Biographical Information

  10. Class I Director Nominee — Biographical Information

    | | Mr. Acosta has served as a member of the Board since October 2017, and previously served on the board of directors of RSI (as defined below in Mr. Ravin’s biographical information) from October 2013 until October 2017. Mr. Acosta served as Chief Financial Officer and Vice President, Finance of Portal Software, a software company acquired by Oracle Corporation, from February 1999 until his retirement in September 2001. Since September 2001, he has been a private investor/advisor. In addition, Mr. Acosta served as Secretary of Portal Software from February 1999 to April 1999. From July 1996 to January 1999, Mr. Acosta served as Executive Vice President and Chief Financial Officer of Sybase, Inc., a database company acquired by SAP AG. Mr. Acosta serves on the Board of Directors of Five9, Inc. (Nasdaq: FIVN), a provider of cloud software for contact centers. From March 2004 to July 2009, Mr. Acosta served on the Board of Directors of SumTotal Systems, Inc., a provider of learning, performance and compensation management software and services. Mr. Acosta has served and continues to serve as a member of various private company boards of directors. Mr. Acosta holds a Bachelor of Science degree in Industrial Relations from California State University, East Bay, a Master’s of Science degree in Management Sciences from California State University, East Bay and an Honorary Doctor of Humane Letters degree from California State University, East Bay. DIRECTOR QUALIFICATIONS: We believe Mr. Acosta is qualified to serve as a member of our Board because of his extensive experience in the enterprise software industry, his expertise in finance matters and his service on the boards of directors of various technology companies, including public company experience. | | JACK ACOSTA | | | Age: 76 Director Since: 2013 Lead Independent Director (August 2022) Committee: Audit (Chair) | |

  11. Continuing Directors — Biographical Information

    Continuing Directors — Biographical Information

  12. Continuing Directors — Biographical Information

    | | Mr. Ravin, a 30-year enterprise software veteran who pioneered the independent enterprise software industry, founded Rimini Street and has served as our Chief Executive Officer and Chairman of the Board since September 2005 (including service to Rimini Street, Inc., a Nevada corporation, which was a predecessor entity to the Company (“RSI”)) and as our President since March 2023. He also served as President of RSI from September 2005 to January 2011. Prior to founding Rimini Street, Mr. Ravin served in various executive roles at TomorrowNow, Inc. from May 2002 to April 2005, most recently as President and a board director. TomorrowNow, Inc. was a supplier of software maintenance and support services for Oracle’s PeopleSoft and J.D. Edwards applications, and was acquired in January 2005 by SAP America, Inc. From April 2000 to March 2001, Mr. Ravin served as Vice President of Inside Sales for Saba Software, Inc., a provider of e-Learning and human resource management software. From April 1996 to April 2000, Mr. Ravin served in various management roles at PeopleSoft, Inc., an enterprise software company later acquired by Oracle, most recently as a Vice President of the Customer Sales Division. Mr. Ravin holds a Bachelor of Science degree in Business Administration from the University of Southern California. DIRECTOR QUALIFICATIONS: We believe Mr. Ravin is qualified to serve as a member of our Board because of the perspective and experience he brings as Rimini Street’s President and Chief Executive Officer. We also value his deep understanding of Rimini Street’s business as it has evolved over time and his extensive senior management expertise in the software maintenance and support services industry. | | SETH RAVIN | | | Age: 57 Director Since: 2005 Chairman of the Board Class and Term: Class III (through 2026) | |

  13. Continuing Directors — Biographical Information (Continued)

    Continuing Directors — Biographical Information (Continued)

  14. Continuing Directors — Biographical Information (Continued)

    | | Mr. Capelli has served as a member of the Board since October 2017, and previously served on the board of directors of RSI from January 2014 until October 2017. Since October 2020, he has been a private investor/advisor. Prior to his retirement in October 2020, Mr. Capelli was the Chief Revenue Officer of Blackberry Limited, an enterprise software and services company, a position he held from October 2019. From October 2016 until October 2019, Mr. Capelli served as Blackberry Limited’s Chief Financial Officer. He also served as Blackberry Limited’s Chief Operating Officer from March 2018 until February 2019. Previously, Mr. Capelli served in various management positions at Sybase, Inc., an enterprise software and services company acquired by SAP, from December 1997 to April 2012, most recently as President, Worldwide Field Operations, from August 2006 to April 2012. Mr. Capelli was a private investor/advisor from April 2012 until joining Blackberry Limited in October 2016. From August 1992 to December 1997, Mr. Capelli served in various management positions at Siemens-Pyramid, a subsidiary of Siemens Nixdorf, a computer and electronics company, including as Chief Financial Officer, Vice President of InterContinental Sales, and Director of Field Operations. From January 2005 to November 2005, Mr. Capelli served on the Board of Directors of Apropos Technology, Inc., a publicly traded business communication software firm. In addition, Mr. Capelli has served and continues to serve as a member of the Board of Directors of various private companies and in October 2020 was appointed the Chairman of the Board of Directors of MLOGICA, LLC, a technology and product consulting company. Mr. Capelli holds a Bachelor of Science degree in Accounting from The College of New Jersey and a Master’s Degree in Business Administration from Rutgers University. DIRECTOR QUALIFICATIONS: We believe Mr. Capelli is qualified to serve as a member of our Board because of his extensive experience in the enterprise software industry, his finance experience and serving on boards of directors of various technology companies. | | STEVEN CAPELLI | | | Age: 66 Director Since: 2014 Committees: Nominating (Chair); Audit; Compensation Class and Term: Class III (through 2026) | |

  15. Continuing Directors — Biographical Information (Continued)

    | | Ms. McCallum has served as a member of the Board since October 2021. Most recently (until May 2020), Ms. McCallum was Vice President of Customer and Product Experience at Red Hat, Inc., a leading provider of enterprise open-source solutions, which was acquired by IBM in 2019. She joined Red Hat in 2007 as VP of Investor Relations and served in a variety of senior executive positions within the Products & Technologies organization during her tenure there. During her career that spans more than two decades in enterprise software, Ms. McCallum led business units, sales and marketing organizations as well as engineering and operations teams. Since May 2020, she has been a private investor/advisor. Ms. McCallum serves on the board of directors of Intrusion Inc. (Nasdaq: INTZ), a publicly traded provider of cyberattack prevention solutions, where she also serves as chair of the audit committee and a member of the nominating and governance committee of the board. She also serves on the board of directors of ACI Worldwide, Inc. (Nasdaq: ACIW), a publicly traded provider of software products and solutions primarily focused on facilitating real-time digital payments. She was appointed to the board of the North Carolina Board of Science, Technology and Innovation in February 2021. Ms. McCallum holds an M.B.A. from The Fuqua School of Business at Duke University, a B.A. in Economics from Wellesley College, and a Certificate in Accounting from Northeastern University. She is a Certified Public Accountant (inactive). Ms. McCallum has earned the CERT certification in cybersecurity oversight jointly developed by the National Association of Corporate Directors and Carnegie Mellon University. DIRECTOR QUALIFICATIONS: We believe Ms. McCallum is qualified to serve as a member of our Board because of her extensive experience in the enterprise software industry, her expertise in investor relations and finance matters, customer experience and operational scaling, and her general business acumen across a broad range of public, private and non-profit organizations. | | KATRINKA B. McCALLUM | | | Age: 56 Director Since: 2021 Committees: Compensation (Chair); Audit Class and Term: Class II (through 2025) | |

  16. Continuing Directors — Biographical Information (Continued)

    Continuing Directors — Biographical Information (Continued)

  17. Continuing Directors — Biographical Information (Continued)

    | | Mr. Murray has served as a member of the Board since October 2017, and previously served on the board of directors of RSI from June 2009 until October 2017. Mr. Murray is a partner at Adams Street Partners, LLC (“ASP”), a private market investments firm and affiliate of the Company, which he joined in 2008. From 2001 to 2008, Mr. Murray served as a partner at 3i Ventures Corporation, a private equity and venture capital firm, where he led the Menlo Park, California office. From 1997 to 2001, Mr. Murray served as Chief Financial Officer of both iPIN Corporation, an electronic payment technology company ultimately acquired by Intel Corporation, and Ubicoms Ltd, a company acquired by The Hackett Group. From 1988 to 1995, Mr. Murray served in various roles in the London offices of J Sainsbury plc and Ernst & Young. Mr. Murray qualified as a Chartered Accountant with the Institute of Chartered Accountants of England & Wales. He holds a Bachelor of Science degree in Chemistry from Bristol University, England and a Masters of Business Administration from Stanford University Graduate School of Business. Mr. Murray has served and continues to serve as a member of the Board of Directors of various private companies. DIRECTOR QUALIFICATIONS: We believe Mr. Murray is qualified to serve as a member of our Board because of his substantial corporate finance, business strategy and corporate development expertise gained from his significant experience in the private equity industry analyzing, investing in and serving on the boards of directors of various technology companies. We also value his perspective as a representative of our largest stockholder. | | ROBIN MURRAY | | | Age: 58 Director Since: 2009 Committee: Nominating Class and Term: Class II (through 2025) | |

  18. Continuing Directors — Biographical Information (Continued)

    | | Mr. Snyder has served as a member of the Board since June 2020. He is the SVP of Partners and Alliances for Dynatrace, Inc., a provider of unified observability and security solutions for dynamic, hybrid, multi-cloud environments. Prior to joining Dynatrace in November 2023, he was the Chief Customer Officer for BetterUp, a provider of virtual coaching and mental wellness services, commencing in January 2023. Prior to joining BetterUp, he was Senior Vice President, Customer Strategy and Solutions at UiPath, an enterprise automation software company, where he led the Industries, Value Engineering, Services and Customer Success organization. He joined UiPath in January 2021 after serving as Executive Vice President and Chief Customer Officer of New Relic, Inc., a software analysis platform provider. Prior to joining New Relic, Inc. in May 2020, he was Senior Vice President, Global Alliances, Service Providers and Industries of Dell Technologies, a digital technology solutions, products and services company, a position he held from May 2015. Previously, he served in various management positions at Dell Technologies, including Senior Vice President, Americas Global Services (January 2014 to June 2015), Chief Operating Officer, Americas Sales and Customer Operations (January 2013 to December 2014) and Area Vice President Sales, Northern California (February 2008 to December 2012). He also served in various management positions at Dell Technologies’ predecessor entity, Dell EMC, including GM/Americas Sales Lead, EMC Consulting (2002-2008) and Director West Division; Channels, Alliances and Business Development (1999-2002), as well as at PeopleSoft, Inc., an enterprise software company (acquired by Oracle Corporation), including Director, Technology Alliances and Business Development (January 1999 to December 1999) and Manager, Strategic Services (February 1998 to December 1998). Mr. Snyder holds a Bachelor of Science, Economics and Finance from Bentley University. DIRECTOR QUALIFICATIONS: We believe Mr. Snyder is qualified to serve as a member of our Board because of his extensive software operational and sales experience, as well as industry experience in customer service-oriented technology companies. | | JAY SNYDER | | | Age: 53 Director Since: 2020 Committees: Nominating; Compensation Class and Term: Class III (through 2026) | |

  19. Compensation Philosophy and Practices

    | New for 2023 | | | | As described further below under the heading “2023 Long-Term Incentive Plan,” during fiscal year 2023, the Compensation Committee approved long-term (equity-based) incentive plan awards (the “2023 LTI Plan”) for each of our executive officers consisting of a mix of PSUs, restricted stock units (“RSUs”) and stock options, introducing equity awards with performance-based vesting conditions into the Company’s executive compensation program. Under the 2023 LTI Plan, 50% of the targeted total value of the equity awards to our CEO was in the form of PSUs, and 40% of the targeted total value of the equity awards to our then-current executive officers, including our other NEOs, was in the form of PSUs. The performance targets associated with the PSU awards under the 2023 LTI Plan consisted of two equally weighted financial performance metrics: adjusted EBITDA (non-U.S. GAAP) and total revenue (U.S. GAAP). See “2023 Long-Term Incentive Plan Awards,” below, and Appendix A to this Proxy Statement for information concerning adjusted EBITDA, including a definition and a reconciliation to the most comparable U.S. GAAP financial measure. |

  20. Looking Ahead — 2024 Executive Compensation Program

    Looking Ahead — 2024 Executive Compensation Program We view our executive compensation program as evolutionary and consider whether refinements are needed on an annual basis. For fiscal year 2024, we will continue to incorporate performance-based vesting conditions into our long-term incentive award mix with no changes to the performance measures and their relative weightings under either our annual (cash bonus) or equity-based (long-term) incentive compensation plans (with the performance metrics at target adjusted in accordance with internal operational and financial projections for fiscal year 2024).

  21. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, and other advisors, to assist in the performance of its responsibilities. In fiscal 2023, the Compensation Committee retained Willis Towers Watson, a national compensation consulting firm, to serve as its independent compensation advisor. Willis Towers Watson serves at the discretion of the Compensation Committee. During fiscal 2023, a representative from Willis Towers Watson attended certain meetings of the Compensation Committee (both with and without management present) and provided various services, including the following: •consulting with the Compensation Committee chair and other members between Compensation Committee meetings; •reviewing, researching and suggesting updates to our compensation peer group; •providing competitive market data based on the compensation peer group and/or broad compensation surveys for our executive officer positions and evaluating how the compensation we pay our executive officers compares both to our performance and how the companies in our compensation peer group and/or the broad compensation surveys compensate their executive officers; •reviewing and analyzing the base salary levels, annual incentive (cash bonus) opportunities, and long-term (equity-based) incentive compensation opportunities of our executive officers; •assisting us with a review of our long-term incentive compensation strategy and equity utilization, including the design of our 2023 LTI Plan; •assessing executive compensation trends within our industry, and providing updates on compensation-related corporate governance and regulatory issues and developments; •reviewing our market equity compensation practices, including burn rate and overhang; and •assisting us with us with a review of our non-employee director compensation program, as described under the heading “Director Compensation,” below. In fiscal year 2023, Willis Towers Watson provided no services to us other than the consulting services to the Compensation Committee. In connection with the engagement of any external advisor, the Compensation Committee assesses the advisor’s independence in accordance with SEC and Nasdaq rules. In 2023, as in prior years, after reviewing information provided by Willis Towers Watson regarding its independence and considering the relevant independence factors pursuant to applicable SEC rules, the Compensation Committee determined that no conflicts of interest existed in connection with the services Willis Towers Watson performs for the Compensation Committee.

  22. Compensation Benchmarking — Published Surveys and Peer Group Data

    Compensation Benchmarking — Published Surveys and Peer Group Data Market pay practices are one of many factors we consider in setting executive pay levels and designing compensation programs. The Compensation Committee uses a combination of (i) published survey data covering technology companies with annual revenues of $200 to $500 million, and (ii) a software industry peer group of companies as data points when evaluating and establishing executive compensation, as well as other considerations. While the Compensation Committee generally targets the 50th percentile of the market when evaluating compensation, actual compensation decisions are based on the full consideration of many factors, including, but not limited to, individual and Company performance, equity holdings, market data, internal equity, experience, strategic needs and job responsibilities. The Company’s compensation peer group for purposes of fiscal year 2023 executive compensation determinations was recommended by its independent compensation consultant, Willis Towers Watson, and approved by the Compensation Committee in August 2022. The peer group was selected primarily based on software/information technology industry focus, annual revenues (median peer group revenue of approximately $368 million) and market capitalization, as well as other financial and non-financial considerations. For fiscal year 2023 executive compensation determinations, the following 15 companies were selected as our peer group:

  23. Compensation Benchmarking — Published Surveys and Peer Group Data

    | Benefitfocus, Inc. | BlackLine, Inc. | ChannelAdvisor Corporation | Coupa Software Incorporated | | Everbridge, Inc. | Five9, Inc. | Kinaxis Inc. | Model N, Inc. | | New Relic, Inc. | Perficient, Inc. | Progress Software Corporation | Synchronoss Technologies, Inc. | | Upland Software, Inc. | Workiva Inc. | Zuora, Inc. | |

  24. Compensation Benchmarking — Published Surveys and Peer Group Data

    Year-over-year changes as compared to the Company’s compensation peer group for purposes of fiscal year 2022 executive compensation decisions included: (i) removing Paylocity Holding Corporation and Aspen Technology, Inc., (ii) removing Cornerstone OnDemand, Inc. due to attrition (2021 going private transaction), and (iii) adding Zuora, Inc. and Upland Software, Inc. In July 2023, based on the recommendations of Willis Towers Watson, and supplemented based upon evaluation of appropriate peer companies by the Compensation Committee, the Compensation Committee approved an updated list of peer group companies for use in connection with fiscal year 2024 executive compensation determinations, implementing the following changes: (i) removing Benefitfocus, Inc. (2023 going private transaction), Coupa Software Incorporated (2023 going private transaction) and ChannelAdvisor Corporation (2022 going private transaction) due to attrition, and (ii) adding Consensus Cloud Solutions, Inc., PROS Holdings, Inc., Yext, Inc. and LiveRamp Holdings, Inc. The updated peer group for fiscal year 2024 was selected based on multiple scoping metrics, including software/information technology industry focus (companies with the Global Industry Classification Standard (GICS) Codes of “Application Software” and “IT Services”), annual revenue (median peer group revenue of approximately $432 million), market capitalization, as well as other financial and non-financial considerations, including by reference to lists of Company peer group companies published by proxy advisory firms. The updated 2024 peer group is as follows:

  25. Compensation Benchmarking — Published Surveys and Peer Group Data

    | BlackLine, Inc. | Consensus Cloud Solutions, Inc. | Everbridge, Inc. | Five9, Inc. | | Kinaxis Inc. | LiveRamp Holdings, Inc. | Model N, Inc. | New Relic, Inc. | | Perficient, Inc. | Progress Software Corporation | PROS Holdings, Inc. | Synchronoss Technologies, Inc. | | Upland Software, Inc. | Workiva Inc. | Yext, Inc. | Zuora, Inc. |

  26. Compensation Benchmarking — Published Surveys and Peer Group Data

    The Compensation Committee generally reviews the composition of the Company’s peer group on an annual basis.

  27. 2023 Annual Incentive (Cash Bonus) Compensation

    2023 Annual Incentive (Cash Bonus) Compensation We seek to have a significant portion of the compensation of our executive officers, including our NEOs, tied to corporate performance. To accomplish this objective, we provide our executive officers with the opportunity to earn cash bonuses to encourage the achievement of our corporate performance objectives and to reward those individuals who significantly impact our corporate results. In March 2023, in connection with the review and determination of executive officer base salaries described above, the Compensation Committee approved market-based adjustments to the target annual cash incentive (cash bonus) opportunities for certain of our executive officers, including two of our NEOs (Mr. Perica and Ms. Lyskawa) to be effective April 1, 2023, taking into consideration the factors outlined under “2023 Base Salary Determinations,” above. The target annual cash bonus for each of Messrs. Ravin and Rowe was adjusted by reference to their respective annual base salary effective April 1, 2023 such that their target annual incentive opportunity as a percentage of base salary would remain at the same level in 2023 as was in effect in 2022: Mr. Ravin (100% of base salary) and Mr. Rowe (66.67% of base salary). Mr. Maddock’s target annual incentive opportunity remained the same as in 2022 (100% of annual salary). Each of Mr. Perica’s and Ms. Lyskawa’s target annual incentive opportunity as a percentage of base salary was adjusted to approximately 74% of their respective annual base salaries (previously, approximately 67%). The following table shows each NEO’s 2023 (i) target annual incentive (cash bonus) opportunity (expressed as a dollar amount), (ii) total annual (cash bonus) incentive compensation payments, and (iii) total annual (cash bonus) incentive compensation payments as a percentage of target annual (cash bonus) incentive opportunity:

  28. 2023 Annual Incentive (Cash Bonus) Compensation

    | Name | 2023 Target Annual Cash Bonus Opportunity | 2023 Total Annual Incentive (Cash Bonus) Compensation | 2023 Total Annual Incentive Compensation (as a % of 2023 Target Annual Cash Bonus Opportunity) | | Seth A. Ravin | $475,000 | $314,391 | 66.19% | | Michael L. Perica | 264,996 | 217,628 | 82.13% | | Kevin Maddock | 312,500 | 277,930 | 88.94% | | Nancy Lyskawa | 264,996 | 223,590 | 84.37% | | David Rowe | 230,012 | 188,897 | 82.12% |

  29. 2023 Annual Incentive (Cash Bonus) Compensation

    In 2023, the annual incentive (cash bonus) compensation payments for our executive officers, including our NEOs, were determined by reference to the performance-based cash bonus program (our “Cash Bonus Program”) generally applicable to our full-time, salaried employees who are not otherwise eligible to participate in one of our commissions-based cash bonus programs (which are generally reserved for members of our sales team). Generally, payments under our Cash Bonus Program are based upon both (i) the Company’s achievement (expressed as a percentage) of predetermined financial goals for the quarter and the achievement (also expressed as a percentage) of predetermined Company-wide client satisfaction goals for that quarter (the “quarterly Company Performance Factor”), and (ii) the individual employee’s achievement of predetermined individual goals and objectives for the quarter, as well as their overall contributions to the Company’s success (expressed as a percentage), generally recommended per the results of such factors with some exercise of discretion of our CEO and subject to the evaluation, possible discretionary adjustment and approval of the Compensation Committee (the “quarterly Individual Performance Factor”). Quarterly Company Performance Factor In 2023, the quarterly Company Performance Factor was based on two metrics: the “Financial Metric” and the “Client Satisfaction Metric.” The metrics, expressed as percentages, are multiplied together to calculate the quarterly Company Performance Factor. The Financial Metric is based on two components: (i) total client invoicing compared to annual plan, expressed as a percentage (80% weighting), and (ii) aggregate expenses compared to annual plan (20% weighting), expressed as a percentage. In each case, the “annual plan” references the annual strategic operating plan for the 2023 fiscal year, as prepared by management and approved by the Board. Total client invoicing generally refers to the aggregate of a particular quarter’s invoicing for new active clients, client renewals and consulting (non-subscription-based) services.2 The Client Satisfaction Metric is based on two components: (i) average client satisfaction rating for case resolution (relating to the Company’s global service delivery function), on a scale of 1.0 to 5.0 (where 5.0 is considered excellent), expressed as a percentage of plan (90% weighting), and (ii) average client satisfaction rating for onboarding (relating to the Company’s client onboarding function) on a scale of 1.0 to 5.0, expressed as a percentage of plan (10% weighting). The results “as compared to annual plan” of each component of the Financial Metric and the Client Satisfaction Metric have not previously been made publicly available, and we do not expect them to be required to be made public by any regulatory authority. Nor is such information publicly available from any other source. We believe that disclosure of these results would provide our competitors, clients and potential clients with information regarding our internal growth expectations, margins and operational performance and enable them to better estimate our product and service pricing models and potentially other competitively sensitive information. Therefore, public disclosure of such information would cause substantial harm to our competitive and financial position. Each quarter, the Compensation Committee approves the percentage achievement of the quarterly Company performance factors after taking into the account the recommendations of our CEO as to potential further adjustment (upward or downward), generally based on considerations of parity relating to quarter-over-quarter fluctuations in our sales cycle. Quarterly Individual Performance Factor As noted above, under our Cash Bonus Program, the quarterly Individual Performance Factor is generally tied to an employee’s achievement of individual goals and objectives for the quarter previously communicated to such employee as within such employee’s duties and the individual’s overall contribution to our corporate success. In 2023, because their individual performance factors are so integrally tied to Company-level performance, the quarterly individual performance factors for each of our executive officers, including our NEOs, were partially tied to the Company’s overall performance, subject to additional adjustment in the discretion of the Compensation Committee (taking into account the recommendation of our CEO with respect to the other executive officers). Additional adjustments to our executive officers’ quarterly Individual Performance Factors for each quarter of 2023 were generally by reference to the accomplishment of strategic objectives in the respective executive officer’s functional area or business unit. Calculation of and Payment of Quarterly Cash Bonus The quarterly cash bonus payments for each of our executive officers, including our NEOs, is calculated following the end of each fiscal quarter by multiplying the individual’s target bonus amount for the current quarter by (i) the quarterly Company Performance Factor, and (ii) the individual’s quarterly Individual Performance Factor, in each case as approved by the Compensation Committee. For the first, second and third quarters of each fiscal year, seventy-five percent (75%) of the quarterly cash bonus amount is paid out by the end of the following fiscal quarter and, for retention purposes, the remaining 25% is deferred and paid out following the end of the fiscal year, along with the cash bonus for the recently completed fourth quarter, generally subject to the employee’s continuous employment with the Company through year-end. For each participant in the Cash Bonus Program, the target incentive amount for each quarter is determined by multiplying the individual’s targeted annual cash bonus compensation by 25%. 2 We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active client instances in circumstances where we provide support for two different products to the same entity.

  30. 2023 Long-Term Incentive Compensation

    2023 Long-Term Incentive Compensation The long-term incentive component of our executive compensation program is designed to provide compensation that motivates and rewards long-term performance, aligns the interests of our NEOs with our stockholders, builds a culture of ownership, promotes retention, and balances short-term operating decisions with long-term goals. Components of 2023 Long-Term Incentive Compensation Regarding the mix of equity comprising our 2023 equity awards to our executive officers: •Performance Units - A PSU is a commitment by us to issue a share of common stock for each unit at the time the restrictions set forth in the award agreement lapse. The number of PSUs ultimately earned depends upon the achievement of performance goals set by the Compensation Committee, which are generally set at “threshold,” “target,” “above target,” and “maximum” performance levels, with the number of earned PSUs tied to the degree of attainment of the performance goals (adjusted EBITDA and total revenue, as described further below and in Appendix A to this Proxy Statement). No issuance of common stock is made with respect to a PSU if any specified threshold performance level is not attained. PSUs are also forfeited upon termination of employment with us if the restrictions set forth in the award agreement are not satisfied. Once earned, the PSUs awarded by the Company are subject to additional time-based requirements (ratably over three years beginning on the first anniversary of grant). The Compensation Committee believes that awards of PSUs are aligned with our pay-for-performance philosophy by incentivizing our executive officers on two levels: the number of shares ultimately earned based on performance and the value of the shares when they vest over time. •Time-Based Restricted Stock Units - An RSU is a commitment by us to issue a share of common stock for each unit at the time the restrictions set forth in the award agreement lapse. The Compensation Committee believes that granting time-based restricted stock units aligns the interests of our executive officers with the interests of our stockholders and encourages retention. RSUs are forfeited upon termination of employment with us if the restrictions set forth in the award agreements are not satisfied. Time-based RSUs granted to our executive officers vest on the anniversary of grant ratably over three years. •Stock Options - Stock options provide our executive officers with the opportunity to purchase our common stock at a price fixed on the grant date regardless of future market prices. Stock options become valuable only if (i) the holder of the option remains employed by the Company during the period required for the option to vest, and (ii) the market price for a share of common stock is above the exercise price. For this reason, stock options align the interests of our executive officers and our stockholders by providing executives with an incentive to achieve long-term business goals and objectives and increase the market price of our stock and provide an incentive for an option holder to remain employed by us. Stock options vest ratably on the anniversary of grant over a three-year period and must be exercised within ten years of the date of grant. Under the terms of our 2013 Equity Incentive Plan (our “2013 Equity Plan”), vested stock options must generally be exercised within 90 days of termination of employment. 2023 Long-Term Incentive Plan Awards Effective April 3, 2023 (the “Date of Grant”), the Compensation Committee approved 2023 LTI Plan awards for each of our executive officers consisting of a mix of PSUs, RSUs and stock options, the material terms of which are described below. •2023 LTI Plan Award Allocation Mix (PSUs/RSUs/Stock Options). For Mr. Ravin, the percentage allocation (based on targeted grant value) of each of his 2023 LTI Plan awards was as follows: 50% PSUs, 30% RSUs and 20% stock options. For each of Ms. Lyskawa and Messrs. Perica, Maddock and Rowe, the percentage allocation (based on targeted grant value) of each of their respective 2023 LTI Plan awards was as follows: 40% PSUs, 20% RSUs and 40% stock options. Below is a summary of the 2023 LTI Plan awards as of the Date of Grant:

  31. 2023 Long-Term Incentive Compensation

    | | Number of Underlying Shares | | | | | Name | PSUs(1) | RSUs(1) | Stock Options(2)(3) | Equity Awards (Targeted Grant Value)(4) | | Seth A. Ravin | 381,679 | 229,007 | 276,816 | $3,000,000 | | Michael L. Perica | 101,781 | 50,890 | 184,554 | $1,000,000 | | Kevin Maddock | 30,534 | 15,267 | 55,363 | $300,000 | | Nancy Lyskawa | 30,534 | 15,267 | 55,363 | $300,000 | | David Rowe | 30,534 | 15,267 | 55,363 | $300,000 |

  32. 2023 Long-Term Incentive Compensation

    (1) The number of PSUs and RSUs granted to each of our NEOs on the Date of Grant was determined by dividing the respective targeted grant values of each award by $3.93, the closing sales price of the Company’s common stock on the Date of Grant, and rounding down to the nearest whole share. (2) The number of stock options granted to each NEO on the Date of Grant was determined by reference to the Black-Scholes pricing model and valuation assumptions used by the Company in accounting for stock options as of the Date of Grant, rounding down to the nearest whole share. With the exception of Mr. Ravin, the stock options awarded to our executive officers under the 2023 LTI Plan were incentive stock options. Under the terms of our 2013 Equity Plan, because Mr. Ravin beneficially owned more than 10% of our outstanding common stock on the Date of Grant, he was not eligible to receive incentive stock options unless the exercise price equaled 110% of the closing price of a share of Company common stock on the date of grant and the stock options had a stated expiration date of five (versus 10) years, so he received non-qualified stock options. (3) The per share exercise price of the stock options is $3.93, the closing sales price of the Company’s common stock on the Date of Grant. (4) The targeted grant value of the 2023 LTI Plan awards took into account the grant date value of RSUs and stock options previously awarded to the NEOs on March 3, 2023, which awards are described further under the heading “March 2023 Retention Equity Awards,” below. The component awards under the 2023 LTI Plan are generally subject to the terms and conditions of our 2013 Equity Plan and the following vesting and other conditions: •PSU Performance Period and Vesting Conditions. The PSUs awarded under the 2023 LTI Plan (the “Target PSUs”) were earned over a one-year performance period beginning on January 1, 2023 and ending on December 31, 2023 (the “Performance Period”), remaining subject to a continued service-based vesting requirement, as explained further below. Fifty percent (50%) of the PSUs awarded were eligible to vest based on the Company’s achievement against a target total revenue goal for the Performance Period, and fifty percent (50%) of the PSUs awarded were eligible to vest based on the Company’s achievement against a target adjusted EBITDA goal for the Performance Period. The ultimate number of PSUs that were eligible to vest (as calculated, the “Earned PSUs”) ranged from zero to 200% (the “Performance Payout Factor”) of the Target PSUs. Under the terms of the 2023 LTI Plan, the Earned PSUs vest in equal annual installments on the first, second and third anniversaries of the Date of Grant, generally subject to the awardee continuing to be a Service Provider (as such term is defined under our 2013 Equity Plan) through the applicable vesting date. As defined under the 2023 LTI Plan, “EBITDA” is the Company’s (i) net income for the Performance Period adjusted to exclude (ii) interest expense, (iii) income tax expense, and (iv) depreciation and amortization expense (in each case of (i) through (iv), determined in accordance with generally accepted accounting principles and as reported in the Company’s Annual Report on Form 10-K for its fiscal year ending December 31, 2023). “Adjusted EBITDA” is the Company’s “Adjusted EBITDA” for the Performance Period, as such term is defined in Appendix A to this Proxy Statement.3 3 “EBITDA” and “Adjusted EBITDA” are considered “non-GAAP financial measures.” Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements and is not intended to represent a measure of performance in accordance with disclosures required by U.S. generally accepted accounting principles, or GAAP. Non-GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations of net income to EBITDA and Adjusted EBITDA, respectively, appear in Appendix A to this Proxy Statement, along with a description and explanation of these non-GAAP financial measures. The Compensation Committee believes that (i) Adjusted EBITDA is an important supplemental measure of Company performance and is frequently used by analysts, investors, lenders and other interested parties in evaluating companies in our industry, and (ii) total revenue is an important metric in evaluating the Company’s operational and financial performance and is a valuable indicator of growth for the Company. For additional information regarding the Company’s use of Adjusted EBITDA, please refer to Appendix A to this Proxy Statement. The following table summarizes the total revenue performance goals approved by the Compensation Committee for fiscal year 2023:

  33. 2023 Long-Term Incentive Compensation

    | TOTAL REVENUE PERFORMANCE GOALS | | | | Threshold 50% of Target Payout | Target 100% of Target Payout | Maximum 200% of Target Payout | | $408.5 million total revenue | $430.0 million total revenue | $537.5 million total revenue |

  34. 2023 Long-Term Incentive Compensation

    The following table summarizes the Adjusted EBITDA performance goals approved by the Compensation Committee for fiscal year 2023:

  35. 2023 Long-Term Incentive Compensation

    | ADJUSTED EBITDA PERFORMANCE GOALS | | | | Threshold 50% of Target Payout | Target 100% of Target Payout | Maximum 200% of Target Payout | | $53.2 million Adjusted EBITDA | $61.6 million Adjusted EBITDA | $70.0 million Adjusted EBITDA |

  36. 2023 Long-Term Incentive Compensation

    As calculated, the Company’s total revenue for the Performance Period was $431.5 million, resulting in a “Total Revenue Performance Payout Factor” of 101.7%, and the Company’s Adjusted EBITDA for the Performance Period was $71.9 million, resulting in an “Adjusted EBITDA Performance Payout Factor” of 200%. Accordingly, the number of Earned Performance Units eligible for vesting for each of the NEOs was as follows (combined performance achievement of 151%): ◦Mr. Ravin — 576,335 Earned Performance Units ◦Mr. Perica — 153,689 Earned Performance Units ◦Ms. Lyskawa and Messrs. Maddock and Rowe — 46,106 Earned Performance Units •RSU and Stock Option Vesting Conditions. The RSUs and Stock Options awarded under the 2023 LTI Plan vest in three equal annual installments on the first, second and third anniversaries of the Date of Grant, generally subject to the awardee continuing to be a Service Provider (as such term is defined under our 2013 Equity Plan) through the applicable vesting date. For additional discussion regarding the details of the 2023 LTI Plan awards described above, including the estimated grant date fair value of the awards, see the “Grants of Plan Based Awards Table” appearing below. The PSUs awarded under the 2023 LTI Plan are subject to accelerated vesting provisions if the awardee is terminated without “cause” or resigns for “good reason” within 24 months following a “change-in-control” of the Company, with the definitions of “cause,” “good reason,” and “change-in-control,” generally mirroring how such terms are defined in Mr. Ravin’s employment agreement with the Company. If such events occur prior to the end of the Performance Period, the number of PSUs that vest shall be the Target PSUs, and if such events occur at or after the end of the Performance Period, the number of PSUs that vest shall be the Earned PSUs. For additional information regarding Mr. Ravin’s employment agreement, see “Amended and Restated Employment Agreement - Seth A. Ravin” in this CD&A, below. For additional information regarding the accelerated vesting provisions under our form of PSU award agreement, see the “Potential Payments upon Termination or Change-in-Control” table and accompanying narrative, below. April 2023 Special Equity Awards From time to time, the Compensation Committee grants special equity awards to select executives, members of senior management and/or other employees in key roles or with high advancement potential for purposes of encouraging their retention and incentivizing them to align their long-term interests with those of our stockholders. This was the intended purpose of the special equity awards granted April 3, 2023 to Mr. Rowe (RSUs in respect of 20,000 shares of common stock and stock options in respect of 40,000 shares of common stock) and Ms. Lyskawa (RSUs in respect of 20,000 shares of common stock and stock options in respect of 20,000 shares of common stock). Upon the recommendation of our CEO, the Compensation Committee granted these special awards in recognition of Mr. Rowe’s contributions in launching the Company’s new Rimini ONE integrated service offerings and Ms. Lyskawa’s promotion, effective April 1, 2023, to Executive Vice President and Chief Client Officer, increasing her area of responsibility to include global client engagement in addition to global client onboarding. For additional discussion regarding the details of the grants made to Mr. Rowe and Ms. Lyskawa described above, see the “Grants of Plan Based Awards Table,” below. March 2023 Retention Equity Awards On March 3, 2023, the Compensation Committee approved special equity awards (the “March 2023 Retention Equity Awards”) consisting of 20,000 stock options and 20,000 RSUs to each of our then-current executive officers, including our NEOs. The awards were part of a larger program of stock option and RSU grants to over 30 senior level employees made in January 2023 and February 2023 in recognition of their performance during the previous fiscal year and in consideration of the following: (i) no value has been realized by such employees from the stock options granted to them since the start of fiscal 2021, with all such stock option awards remaining underwater at fiscal 2023 year-end, and (ii) as of the date of grant of the March 2023 Retention Equity Awards, the value of the then-current unvested RSU awards to such employees was generally below the intended compensation value, in each case as a result of stock price volatility relating to broader macroeconomic conditions, uncertainty surrounding ongoing litigation matters and various other factors enumerated in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 28, 2024, in many cases unrelated to the Company’s financial performance. The awards were designed to incentivize future performance and to promote the long-term retention of such employees. The number of shares of common stock underlying each award was determined by reference to the Company’s historical equity award practices for similarly situated employees and the estimated grant date fair value of the award, calculated as described in the “Grant of Plan-Based Awards Table” appearing below. Each of the stock option and RSU awards described above vest in equal annual installments over a three-year vesting period on the anniversary of the grant date, generally subject to the awardee continuing to be a Service Provider (as such term is defined under our 2013 Equity Plan) through the applicable vesting date. The exercise price for each of the stock option awards is $5.06 per share, which was the closing price of a share of Company common stock on the date of grant as quoted on the Nasdaq Global Market. With the exception of Mr. Ravin, who was awarded non-qualified stock options, the stock options awarded to our executive officers as part of the March 2023 Retention Equity Awards were incentive stock options. Under the terms of our 2013 Equity Plan, because Mr. Ravin beneficially owned more than 10% of our outstanding common stock on the date of grant, he was not eligible to receive incentive stock options unless the exercise price equaled 110% of the closing price of a share of Company common stock on the date of grant and the stock options had a stated expiration date of five (versus 10) years.

  37. Executive Employment Agreements

    Executive Employment Agreements Other than with Mr. Ravin, the Company maintains no written employment agreements with its executive officers (other than initial offer letters setting forth starting compensation terms). Amended and Restated Employment Agreement - Seth A. Ravin We entered into an amended and restated employment agreement with Mr. Ravin, our CEO, on January 6, 2017. The employment agreement has no specific term and provides for at-will employment. As originally drafted, under the employment agreement, Mr. Ravin was entitled to receive an annual base salary of $300,000, subject to adjustment, and was eligible for an annual target bonus equal to the greater of $300,000 or his then-current annual base salary, with 75% of such target bonus, if any, earned and paid on a quarterly basis and 25% of such target bonus earned and paid on an annual basis, in each case, subject to achievement of performance metrics. On June 3, 2020, the Compensation Committee approved the following market-based adjustments, in a further amendment to Mr. Ravin’s amended and restated employment agreement, as determined with the input of the Compensation Committee’s independent compensation consultant, to Mr. Ravin’s base salary and target annual non-equity incentive compensation, as follows: (i) a $100,000 increase in base salary from $300,000 to $400,000 per year, effective as of June 1, 2020, and (ii) a corresponding increase to his target annual non-equity incentive compensation from $300,000 to $400,000, effective as of June 1, 2020. The June 3, 2020 amendment to Mr. Ravin’s amended and restated employment agreement also clarifies the equity vesting and severance benefits intended to be provided upon Mr. Ravin’s termination of employment due to death or disability, as described further below. Effective April 1, 2023, the Compensation Committee approved the following market-based adjustments, in a further amendment to Mr. Ravin’s amended and restated employment agreement, as determined with the input of the Compensation Committee’s independent compensation consultant, to Mr. Ravin’s base salary and target annual non-equity incentive compensation, as follows: (i) a $25,000 increase in base salary from $450,000 to $475,000 per year, and (ii) a corresponding increase to his target annual non-equity incentive compensation from $450,000 to $475,000. Mr. Ravin is entitled to certain severance and change-in-control benefits pursuant to his amended and restated employment agreement, the terms of which are described below under “Potential Payments upon Termination or Change-in-Control.”

  38. Timing of Certain Option Awards in Relation to the Disclosure of Material Nonpublic Information by the Company

    Timing of Certain Option Awards in Relation to the Disclosure of Material Nonpublic Information by the Company As a matter of best practices, the Company does not intend to grant equity compensation awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s common stock, such as a significant positive or negative earnings announcement. Similarly, the Company does not intend to time the release of material nonpublic information based on equity compensation award grant dates. In furtherance of the above, in July 2023, the Compensation Committee approved an amendment to the Company’s Insider Trading Policy providing that it is the Company’s policy not to award stock options to its executive officers during the period beginning four business days before the filing with the SEC of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing with the SEC of a current report on Form 8-K that discloses material nonpublic information (other than a Current Report on Form 8-K disclosing a material new option award under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report. It should be noted, however, that because Company equity compensation awards are typically subject to time-based vesting requirements of no less than once per year, the longer-term impact of any increase or decrease in the price of the Company’s common stock immediately following the date of grant is subject to inherent uncertainty.

  39. Compensation Risk Assessment

    Compensation Risk Assessment Based on discussions with Willis Towers Watson and management regarding the potential risks arising from the Company’s compensation policies and practices, the Compensation Committee believes that (i) our compensation programs do not encourage excessive or inappropriate risk-taking, (ii) our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse effect on the Company, and (iii) the design and mix of our compensation programs appropriately encourage our executive officers and other employees to focus on the creation of long-term stockholder value. The following features of our compensation programs were noted as part of this analysis: •A Balanced Mix of Compensation Components — Our compensation programs include a reasonable mix of cash, short-term incentive and long-term equity compensation, with the vesting of equity compensation tied to multi-year time periods; •Multiple Performance Factors — The performance goals for our Cash Bonus Program are generally based on a mix of corporate goals and individual performance; •Capped Long-Term Incentive Plan PSU Awards — Long-term incentive plan PSU awards are capped at 200% of target; •Governance Policies — We have formal policies in place for equity administration, insider trading, hedging and pledging, and the Board annually reviews succession plans for key executives; and •Clawback Policy — Our executive officers are subject to our Clawback Policy, which provides for the recovery of incentive compensation upon an accounting restatement.

  40. 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, earned by, and paid to our Named Executive Officers.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | | Seth A. Ravin, President, Chief Executive Officer and Chairman of the Board(4) | 2023 | $468,750 | $— | $2,501,196(5) | $655,798 | $314,391 | $786,623(6) | $4,726,758 | | | 2022 | $437,500 | $— | $— | $— | $258,188 | $501,479 | $1,197,167 | | | 2021 | $400,000 | $— | $571,000 | $125,870 | $255,000 | $299,408 | $1,651,278 | | Michael L. Perica, Executive Vice President and Chief Financial Officer | 2023 | $360,000 | $— | $701,197(5) | $456,133 | $217,628 | $18,802(7) | $1,753,760 | | | 2022 | $356,250 | $50,000 | $233,000 | $31,335 | $188,409 | $15,362 | $874,356 | | | 2021 | $311,250 | $300,000 | $689,600 | $234,111 | $167,125 | $3,090 | $1,705,176 | | Kevin Maddock, Executive Vice President and Chief Recurring Revenue Officer | 2023 | $312,500 | $— | $281,198(5) | $176,551 | $277,930 | $17,475(7) | $1,065,654 | | | 2022 | $306,250 | $— | $255,600 | $20,890 | $265,625 | $15,952 | $864,317 | | Nancy Lyskawa, Executive Vice President & Chief Client Officer | 2023 | $356,481 | $— | $359,798(5) | $219,833 | $223,590 | $16,862(7) | $1,176,564 | | | 2022 | $337,500 | $— | $221,000 | $20,890 | $179,978 | $14,653 | $774,021 | | David Rowe, Chief Product Officer & Executive Vice President, Global Transformation | 2023 | $337,501 | $— | $359,798(5) | $263,115 | $188,897 | $17,742(7) | $1,167,053 |

  42. Summary Compensation Table

    _____________________________ (1)These amounts reflect the aggregate grant date fair value for awards of RSUs and PSUs computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation, of the Financial Accounting Standards Board (“FASB”). The value ultimately realized by the NEO upon actual vesting of the awards may or may not be equal to this determined value. A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. For purposes of this table, the entire fair value of awards is reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period. For the 2023 fiscal year, PSU values were calculated based on the probable outcome of the performance conditions as of the grant date, which was determined to equal the “target” level of performance. The number of RSUs and PSUs awarded in 2023, together with the grant date fair value of each award, is disclosed in the “2023 Grants of Plan-Based Awards” table, below . (2)These amounts reflect the aggregate grant date fair value for stock option awards computed in accordance with FASB ASC 718. A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. For purposes of this table, the entire fair value of awards are reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period. (3)Represents amounts earned as discussed above under “2023 Annual Incentive (Cash Bonus) Compensation.” (4)During 2023, Seth A. Ravin was an executive officer who also served as a member of the Board of Directors. Mr. Ravin does not receive any additional compensation for serving as a director of the Company. (5)For the 2023 fiscal year, the PSUs awarded under the 2023 LTI Plan (the “Target PSUs”) were measured over a performance period beginning on January 1, 2023 and ending on December 31, 2023, but remain subject to a continued service-based vesting requirement. The ultimate number of PSUs that could vest range from zero to 200% of the Target PSUs based on the combined achievement of two equally weighted financial performance metrics for the year ended December 31, 2023: adjusted EBITDA and total revenue. The grant date fair value, computed in accordance with FASB ASC 718, of PSUs awarded in 2023 to each of our NEOs, assuming the maximum level of performance (200%) is achieved, is as follows: Mr. Ravin: $2,999,997, Mr. Perica: $799,999, Mr. Maddock: $239,997, Ms. Lyskawa: $239,997 and Mr. Rowe $239,997. (6)For 2023, All Other Compensation for Mr. Ravin is primarily comprised of travel expenses of $638,716, certain healthcare-related expenses incurred on business trips of $41,804 and related transport expenses of $48,582, as well as rental payments of $44,791 for an apartment near our California Operations Center in Pleasanton, California, as Mr. Ravin maintains his primary residence near our corporate headquarters in Las Vegas, Nevada. From time to time, our company uses charter aircraft through third-party service providers for business travel by our senior executives. For each trip, the aircraft is chartered based on flight hours regardless of the passenger load. While the use of charter aircraft is primarily for Mr. Ravin, when the charter aircraft is already going to a specific destination for a business purpose, other Company employees are permitted to accompany Mr. Ravin on such flights. This includes other senior executives and members of senior management, including Mr. Ravin’s spouse, who is an employee of the Company, as well as marketing, sales and operations personnel and support staff. The corporate charter aircraft expenses attributable to Mr. Ravin as All Other Compensation in 2023 consist of the difference between (a) his allocable percentage of the total flight costs for each charter aircraft flight taken by him in 2023 (based on the number of persons travelling) and (b) the estimated cost of a first-class commercial airline ticket for one traveler for each trip. The Company believes that Mr. Ravin’s use of charter aircraft permits him to reduce travel time and related disruptions, which allows him to devote more time to work matters while maintaining the confidentiality of such matters during travel, thereby increasing his availability, efficiency and productivity. On occasion, guests and family members of Mr. Ravin have accompanied him on charter aircraft flights, the primary purpose of which was for business travel. Because we pay for such business travel based on the flight hours regardless of the passenger load, the aggregate incremental cost to us for the additional passengers is de minimis. For additional information regarding the compensation of Mr. Ravin’s spouse, refer to “Related Person Transactions,” above. (7)For 2023, All Other Compensation for Mr. Perica, Mr. Maddock, Ms. Lyskawa and Mr. Rowe is primarily 401(k) plan matching contributions by the Company.

  43. 2023 Grants of Plan-Based Awards(1)

    2023 Grants of Plan-Based Awards(1)

  44. 2023 Grants of Plan-Based Awards(1)

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(2) | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/SH) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Seth A. Ravin | | $475,000 | | | | | | | | | RSUs(5) | 3/3/2023 | — | — | — | — | 20,000 | — | — | $101,200 | | RSUs (2023 LTI Plan) | 4/3/2023 | — | — | — | — | 229,007 | — | — | $899,998 | | PSU (2023 LTI Plan) | 4/3/2023 | — | 190,840 | 381,679 | 763,358 | 381,679 | — | — | $1,499,998 | | Options(5) | 3/3/2023 | — | — | — | — | — | 20,000 | $5.06 | $56,740 | | Options (2023 LTI Plan) | 4/3/2023 | — | — | — | — | — | 276,816 | $3.93 | $599,058 | | Michael L. Perica | | $264,996 | | | | | | | | | RSUs(5) | 3/3/2023 | — | — | — | — | 20,000 | — | — | $101,200 | | RSUs (2023 LTI Plan) | 4/3/2023 | — | — | — | — | 50,890 | — | — | $199,997 | | PSU (2023 LTI Plan) | 4/3/2023 | — | 50,891 | 101,781 | 203,562 | 101,781 | — | — | $399,999 | | Options(5) | 3/3/2023 | — | — | — | — | — | 20,000 | $5.06 | $56,740 | | Options (2023 LTI Plan) | 4/3/2023 | — | — | — | — | — | 184,554 | $3.93 | $399,393 | | Kevin Maddock | | $312,500 | | | | | | | | | RSUs(5) | 3/3/2023 | — | — | — | — | 20,000 | — | — | $101,200 | | RSUs (2023 LTI Plan) | 4/3/2023 | — | — | — | — | 15,267 | — | — | $59,999 | | PSU (2023 LTI Plan) | 4/3/2023 | — | 15,267 | 30,534 | 61,068 | 30,534 | — | — | $119,999 | | Options(5) | 3/3/2023 | — | — | — | — | — | 20,000 | $5.06 | $56,740 | | Options (2023 LTI Plan) | 4/3/2023 | — | — | — | — | — | 55,363 | $3.93 | $119,811 | | Nancy Lyskawa | | $264,996 | | | | | | | | | RSUs(5) | 3/3/2023 | — | — | — | — | 20,000 | — | — | $101,200 | | RSUs(5) | 4/3/2023 | — | — | — | — | 20,000 | — | — | $78,600 | | RSUs (2023 LTI Plan) | 4/3/2023 | — | — | — | — | 15,267 | — | — | $59,999 | | PSUs (2023 LTI Plan) | 4/3/2023 | — | 15,267 | 30,534 | 61,068 | 30,534 | — | — | $119,999 | | Options(5) | 3/3/2023 | — | — | — | — | — | 20,000 | $5.06 | $56,740 | | Options(6) | 4/3/2023 | — | — | — | — | — | 20,000 | $3.93 | $43,282 | | Options (2023 LTI Plan) | 4/3/2023 | — | — | — | — | — | 55,363 | $3.93 | $119,811 | | David Rowe | | $230,012 | | | | | | | | | RSUs(5) | 3/3/2023 | — | — | — | — | 20,000 | — | — | $101,200 | | RSUs(5) | 4/3/2023 | — | — | — | — | 20,000 | — | — | $78,600 | | RSUs (2023 LTI Plan) | 4/3/2023 | — | — | — | — | 15,267 | — | — | $59,999 | | PSU (2023 LTI Plan) | 4/3/2023 | — | 15,267 | 30,534 | 61,068 | 30,534 | — | — | $119,999 | | Options(5) | 3/3/2023 | — | — | — | — | — | 20,000 | $5.06 | $56,740 | | Options(6) | 4/3/2023 | — | — | — | — | — | 40,000 | $3.93 | $86,564 | | Options (2023 LTI Plan) | 4/3/2023 | — | — | — | — | — | 55,363 | $3.93 | $119,811 |

  45. 2023 Grants of Plan-Based Awards(1)

    (1) RSUs and options reflected in this table vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the awardee continuing to be a “Service Provider” (as such term is defined under our 2013 Equity Plan, which includes service as an employee, director or consultant through the applicable vesting date. (2) Amounts shown are the target annual cash bonus opportunities under the Company’s Cash Bonus Program for each NEO. The actual bonuses awarded to the NEOs for the 2023 fiscal year are reported in the Summary Compensation Table, above, under the column “Non-Equity Incentive Plan Compensation.” The Company does not establish fixed threshold or maximum bonus amounts under its Cash Bonus Program. For additional information, refer to “Compensation Discussion and Analysis — Key Elements of our Executive Compensation Program and 2023 NEO Compensation.” (3) The amounts shown in these columns represent the range of number of PSUs that could be earned under our 2023 LTI Plan as of the end of the performance period based on the combined achievement of two equally weighted financial performance metrics for the year ended December 31, 2023: adjusted EBITDA and total revenue. Earned PSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the awardee continuing to be a Service Provider through the applicable vesting date. For additional information regarding these awards and the associated performance metrics, see “Compensation Discussion & Analysis — 2023 Long-Term Incentive Plan Awards.” (4) The values included in this column represent the grant date fair value of the subject awards, based on the expected achievement of performance at target, where applicable. A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. For purposes of this table, the entire fair value of awards are reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period. These amounts do not correspond to the actual value, if any, that the NEOs will recognize from these awards. The NEOs will only realize compensation from these awards to the extent the associated vesting requirements are met. (5) For additional information regarding these awards, refer to “Compensation Discussion and Analysis — Key Elements of our Executive Compensation Program and 2023 NEO Compensation — March 2023 Retention Equity Awards” (6) For additional information regarding these awards, refer to “Compensation Discussion and Analysis — Key Elements of our Executive Compensation Program and 2023 NEO Compensation — April 2023 Special Equity Awards.”

  46. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023

  47. Outstanding Equity Awards at Fiscal Year End 2023

    | | Option Awards(1)(2) | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | | Name | | Exercisable | Unexercisable | | | | Seth A. Ravin | 1/21/2015 | 287,295 | — | $4.68 | 1/21/2025 | | | 2/6/2018 | 65,119 | — | 8.60 | 2/6/2028 | | | 6/3/2020 | 149,327 | — | 4.46 | 6/3/2030 | | | 12/13/2021 | 33,332 | 16,668 | 5.71 | 12/13/2026 | | | 3/3/2023 | — | 20,000 | 5.06 | 3/3/2033 | | | 4/3/2023 | — | 276,816 | 3.93 | 4/3/2033 | | Michael L. Perica | 10/1/2020 | 50,000 | — | $3.22 | 10/1/2030 | | | 2/23/2021 | 33,332 | 16,668 | 7.52 | 2/23/2031 | | | 8/3/2021 | 9,999 | 5,001 | 8.59 | 8/3/2031 | | | 12/13/2021 | 8,333 | 4,167 | 5.71 | 12/13/2031 | | | 2/3/2022 | 4,999 | 10,001 | 4.66 | 2/3/2032 | | | 3/3/2023 | — | 20,000 | 5.06 | 3/3/2033 | | | 4/3/2023 | — | 184,554 | 3.93 | 4/3/2033 | | Kevin Maddock | 10/14/2014 | 15,960 | — | $4.85 | 10/14/2024 | | | 6/29/2017 | 47,882 | — | 7.52 | 6/29/2027 | | | 2/6/2018 | 25,000 | — | 8.60 | 2/6/2028 | | | 2/3/2022 | 3,333 | 6,667 | 4.66 | 2/3/2032 | | | 3/3/2023 | — | 20,000 | 5.06 | 3/3/2033 | | | 4/3/2023 | — | 55,363 | 3.93 | 4/3/2033 | | Nancy Lyskawa | 10/14/2014 | 47,882 | — | $4.85 | 10/14/2024 | | | 6/29/2017 | 47,882 | — | 7.52 | 6/29/2027 | | | 2/6/2018 | 25,000 | — | 8.60 | 2/6/2028 | | | 2/3/2022 | 3,333 | 6,667 | 4.66 | 2/3/2032 | | | 3/3/2023 | — | 20,000 | 5.06 | 3/3/2033 | | | 4/3/2023 | — | 75,363 | 3.93 | 4/3/2033 | | David Rowe | 10/14/2014 | 47,881 | — | $4.85 | 10/14/2024 | | | 6/29/2017 | 239,412 | — | 7.52 | 6/29/2027 | | | 2/6/2018 | 250,000 | — | 8.60 | 2/6/2028 | | | 2/3/2022 | 833 | 1,667 | 4.66 | 2/3/2032 | | | 3/3/2023 | — | 20,000 | 5.06 | 3/3/2033 | | | 4/3/2023 | — | 95,363 | 3.93 | 4/3/2033 |

  48. Outstanding Equity Awards at Fiscal Year End 2023

    (1)All stock option awards have been granted under equity incentive plans approved by our stockholders. (2)The options reported in this table are subject to a three-year vesting schedule, vesting in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the awardee’s continued status as a Service Provider through the applicable vesting date.

  49. Outstanding Equity Awards at Fiscal Year End 2023

    | | Restricted Stock Unit (“RSU”) & Performance Stock Unit (“PSU”) Awards(1) | | | | | | Name | Grant Date | Number of Shares underlying RSUs that Have Not Vested (#)(2) | Market Value of RSUs that Have Not Vested ($)(3) | Number of Shares underlying Earned PSUs that Have Not Vested (#)(4) | Market Value of Earned PSUs that Have Not Vested ($)(3) | | Seth A. Ravin | 12/13/2021 | 33,334 | $109,002 | — | $— | | | 3/3/2023 | 20,000 | 65,400 | — | — | | | 4/3/2023 | 229,007 | 748,853 | — | — | | | 4/3/2023 | — | — | 576,335 | 1,884,615 | | Michael L. Perica | 12/13/2021 | 8,334 | $27,252 | — | $— | | | 2/23/2021 | 8,334 | 27,252 | — | — | | | 4/6/2021 | 8,334 | 27,252 | — | — | | | 8/3/2021 | 5,001 | 16,353 | — | — | | | 2/3/2022 | 33,334 | 109,002 | — | — | | | 3/3/2023 | 20,000 | 65,400 | — | — | | | 4/3/2023 | 50,890 | 166,410 | — | — | | | 4/3/2023 | — | — | 153,689 | 502,563 | | Kevin Maddock | 2/23/2021 | 8,334 | $27,252 | — | $— | | | 2/3/2022 | 26,667 | 87,201 | | — | | | 8/2/2022 | 6,667 | 21,801 | | — | | | 3/3/2023 | 20,000 | 65,400 | | — | | | 4/3/2023 | 15,267 | 49,923 | | — | | | 4/3/2023 | — | — | 46,106 | 150,767 | | Nancy Lyskawa | 2/23/2021 | 8,334 | $27,252 | — | $— | | | 2/3/2022 | 26,667 | 87,201 | — | — | | | 8/2/2022 | 3,334 | 10,902 | — | — | | | 3/3/2023 | 20,000 | 65,400 | — | — | | | 4/3/2023 | 35,267 | 115,323 | — | — | | | 4/3/2023 | — | — | 46,106 | 150,767 | | David Rowe | 2/23/2021 | 8,334 | $27,252 | — | $— | | | 2/3/2022 | 16,667 | 54,501 | — | — | | | 3/3/2023 | 20,000 | 65,400 | — | — | | | 4/3/2023 | 35,267 | 115,323 | — | — | | | 4/3/2023 | — | — | 46,106 | 150,767 |

  50. Outstanding Equity Awards at Fiscal Year End 2023

    __________________________ (1)All RSU and PSU awards have been granted under equity incentive plans approved by our stockholders. (2)The RSUs reported in this column are subject to a three-year vesting schedule, vesting in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the awardee’s continued status as a Service Provider through the applicable vesting date. (3)Calculated using a price per share of $3.27, the closing price of the Company’s common stock on the Nasdaq Global Market on December 31, 2023, the end of the Company’s last completed fiscal year. (4)These shares represent “Earned PSUs” under our 2023 LTI Plan and were earned over a one-year performance period beginning on January 1, 2023 and ending on December 31, 2023 based on the combined 151% achievement of two equally weighted financial performance metrics for the year ended December 31, 2023: adjusted EBITDA and total revenue. Earned PSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the awardee continuing to be a Service Provider through the applicable vesting date. For additional information regarding these awards and the associated performance metrics, see “Compensation Discussion & Analysis — 2023 Long-Term Incentive Plan Awards.”

  51. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth the value realized upon vesting of share awards and option exercises for each NEO for the year ended December 31, 2023.

  52. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Seth A. Ravin | — | $— | 110,689 | $437,042 | | Michael L. Perica | — | — | 79,999 | 265,602 | | Kevin Maddock | — | — | 41,667 | 154,883 | | Nancy Lyskawa | — | — | 40,000 | 150,482 | | David Rowe | — | — | 50,000 | 161,832 |

  53. Options Exercised and Stock Vested

    _____________________________ (1)No options were exercised in 2023, and no PSUs vested or settled in 2023. (2)Amount is determined based on the closing price of the Company’s common stock on the Nasdaq Global Market on the vesting date multiplied by the number of shares vested.

  54. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control The tables appearing further below show the estimated potential payments to each NEO in connection with a termination of their employment upon specified events or upon a change-in-control. The amounts reflected assume that the termination or change-in-control was effective December 31, 2023, and as such include amounts earned through such time, as well as estimates of the amounts which would be paid out to such NEO upon each event. The actual amounts that would be payable to each NEO can only be determined at the time of an actual termination of employment or change-in-control and would vary from those listed below. The estimated amounts listed below are in addition to any retirement, welfare and other benefits that are available to our full-time, salaried employees, generally.

  55. Amended and Restated Employment Agreement — Seth A. Ravin

    | Potential Payments Upon Termination or Change-in-Control — Seth A. Ravin | Baseline Cash Severance(1) | Payment of Accrued Bonus(1) | Company Paid Healthcare Premiums(2) | Accelerated Vesting of Equity Awards(3) | Total ($) | | Death/Disability | $950,000 | $950,000 | $30,153 | $2,807,870 | $4,738,023 | | Involuntary Termination without “Cause” or Resignation for Good Reason | $950,000 | $950,000 | $30,153 | $2,807,870 | $4,738,023 | | Involuntary Termination without “Cause” or Resignation for “Good Reason” within 24 Months Following a “Change-in-Control” | $950,000 | $950,000 | $30,153 | $2,807,870 | $4,738,023 |

  56. CEO PAY RATIO

    CEO PAY RATIO In accordance with SEC rules, we are providing the following information about the ratio of the total annual compensation of Seth A. Ravin, our President and Chief Executive Officer (CEO) to the total annual compensation of our median compensated employee of all of our employees, excluding Mr. Ravin (“Median Employee”). For 2023, a new Median Employee was identified for purposes of calculating our CEO Pay Ratio, prompted by significant changes in our global workforce since the year ending December 31, 2022. However, the methodology, as described below, for determining our Median Employee for the year ending December 31, 2023 was the same as for the year ending December 31, 2022. For the year ending December 31, 2023: •the annual total compensation of our Median Employee was $73,549, and •the annual total compensation of our CEO, as reported in the Summary Compensation Table, above, was $4,726,758. As a result, the ratio of the annual total compensation of our CEO to our Median Employee was 64:1. Methodology: To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our Median Employee and our CEO, we took the following steps: •We selected December 31, 2023, the last day of our 2023 fiscal year, as the determination date for purposes of identifying our Median Employee. •As of December 31, 2023, our global workforce used for determining the pay ratio, excluding our CEO, included 644 employees in the U.S. and 1,476 internationally. •Contractors and other non-employees were not included in our employee population, and we did not rely on the de minimis exception to exclude any non-U.S. employees from our population. •To identify the Median Employee from our employee population, we utilized a consistently applied compensation measure consisting of annual base pay, annual target cash incentive opportunity (bonuses, commissions, etc.), and the grant date fair value of equity awards granted during 2023. •We converted amounts paid to non-U.S. employees in foreign currencies to U.S. dollars using foreign exchange rates in effect as of December 31, 2023, and we did not make any cost-of-living adjustments. •Based on the methodology described above, and given the even number of employees in our population, we had two Median Employees from which we picked the employee with the lower total annual compensation to compute the pay ratio. •Once the identity of our Median Employee was determined for 2023, we then calculated that employee’s annual total compensation in the same manner as our CEO and in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Because SEC rules for identifying the median compensated employee allow companies to use different methodologies, exclusions, estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor our management used our CEO Pay Ratio in making compensation decisions.

  57. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of the Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (referred to herein as “CAP”) and certain financial performance measures of the Company. Under the pay versus performance rules, the Company must calculate compensation using the methodology required by the SEC for CAP, which is then compared to certain Company and peer group performance measures prescribed by the SEC. For further information concerning the Company’s executive compensation policies and decisions, please see the “Compensation Discussion and Analysis” section of this Proxy Statement.

  58. Pay Versus Performance Table

    Pay Versus Performance Table

  59. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Summary Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(6) | Adjusted EBITDA(7) | | | | | | | Total Shareholder Return(4) | Peer Group Shareholder Return(5) | | | | | | | | | | | (in thousands) | | | 2023 | $4,726,758 | $4,434,564 | $1,290,770 | $1,137,537 | $85.83 | $122.27 | $26,059 | $71,938 | | 2022 | $1,197,167 | $779,187 | $803,284 | $580,903 | $63.82 | $86.70 | $(2,480) | $52,278 | | 2021 | $1,651,278 | $2,368,725 | $1,415,372 | $1,948,099 | $134.76 | $120.62 | $75,219 | $55,807 | | 2020 | $2,045,555 | $2,056,560 | $1,756,203 | $1,728,326 | $114.17 | $114.29 | $11,586 | $42,622 |

  60. Pay Versus Performance Table

    _____________________________ (1)The dollar amounts reported in this column are the amounts of total compensation reported for our Principal Executive Officer (“PEO”), Seth A. Ravin, who served as our President and Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). For additional information, please refer to the section of this Proxy Statement titled “Summary Compensation Table.” (2)The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” (or CAP) to the PEO and the average CAP to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs during the applicable year. CAP to the PEO and the average CAP to the Non-PEO NEOs reflect the following adjustments from Total Compensation reported in the SCT:

  61. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total | $4,726,758 | $1,290,770 | $1,197,167 | $803,284 | $1,651,278 | $1,415,372 | $2,045,555 | $1,756,203 | | Adjustment for year-end value of awards granted in fiscal year that are unvested and outstanding | (287,066) | (109,746) | — | (49,952) | 35,920 | (96,147) | (9,844) | (55,460) | | Adjustment for the change in fair value of the prior years' awards that vested during the year | 12,216 | (21,327) | (3,551) | (40,379) | 286,508 | 298,518 | 3,933 | 13,833 | | Adjustment for prior year awards that failed to vest during this fiscal year | — | — | — | — | — | — | — | — | | Adjustment for the change in fair value of the prior years' awards that are outstanding and unvested | (17,344) | (22,160) | (414,429) | (132,050) | 395,019 | 330,356 | 16,916 | 13,750 | | Total Compensation Actually Paid | $4,434,564 | $1,137,537 | $779,187 | $580,903 | $2,368,725 | $1,948,099 | $2,056,560 | $1,728,326 |

  62. Pay Versus Performance Table

    N.B., we have not reported any amounts in our SCT with respect to “Change in Pension and Nonqualified Deferred Compensation.” Consequently, we have no adjustments with respect to such items as prescribed by the pay versus performance rules. (3)The dollar amounts reported in this column represent the average of the amounts of total compensation reported for the Company’s named executive officers as a group (excluding our PEO) (Non-PEO NEOs) for each corresponding year in the “Total” column of the SCT in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Michael L. Perica, Kevin Maddock, Nancy Lyskawa and David Rowe, (ii) for 2022, Michael L. Perica, Kevin Maddock, Nancy Lyskawa and Steven Salaets, (iii) for 2021, Michael L. Perica and Gerard Brossard, and (iv) for 2020, Gerard Brossard and David Rowe. Note, that in compliance with the reporting requirements applicable to “Smaller Reporting Companies” under SEC rulemaking, in each of 2021 and 2020, we only had three NEOs (including Seth Ravin, who was our then-current PEO). (4)For the relevant fiscal year, represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019 through and including the end of the fiscal year for which TSR is being presented in the table. (5)The Company’s peer group consists of the Dow Jones U.S. Computer Services Index and is set forth in Part II, Item 5 of the Form 10-K for the fiscal year ended December 31, 2023. TSR represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, and assuming the reinvestment of dividends, through and including the end of the fiscal year for which TSR is being presented in the table. (6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (7)Refer to Appendix A for additional information, including applicable definitions and reconciliations of Adjusted EBITDA (non-GAAP) to financial measures derived in accordance with Unites States generally accepted accounting principles (“GAAP”).

  63. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures As described in more detail under “Compensation Discussion and Analysis,” above, while the Company uses several performance measures to align executive compensation with Company performance, the Company does not specifically align its performance measures with CAP (as computed in accordance with Item 402(v) of SEC Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the following charts detail the relationship of our TSR relative to our peer group as well as the relationship between “compensation actually paid” to our PEO and Non-PEO NEOs and our (1) cumulative TSR and cumulative TSR of our peer group; (ii) net income; and (iii) adjusted EBITDA. All dollar amounts are in thousands, except per share and TSR amounts:

  64. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We generally use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board. Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings. In setting director compensation, we consider the significant amount of time that directors expend fulfilling their duties to us as well as the skill level required of such directors. For the year ended December 31, 2023, non-employee director compensation was paid through cash compensation and the issuance of RSUs as discussed in the table below. Effective January 1, 2021, the Company’s cash and equity compensation program for its non-employee directors includes cash compensation for Board service, committee service, service as Lead Independent Director, and service as a Board committee chair, and provides for automatic annual grants of RSUs as set forth in the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. As noted above, in accordance with its charter, during the fourth quarter of 2023, the Compensation Committee engaged its independent compensation consultant, Willis Towers Watson, to perform an evaluation of our non-employee director compensation program as compared to available peer group and survey data. Based on the results of this evaluation, the Compensation Committee determined that no changes to our non-employee director compensation program were warranted for fiscal year 2024. The Compensation Committee will continue to monitor this topic and recommend changes, as appropriate.

  65. DIRECTOR COMPENSATION

    | | Director Fees Paid in Cash | | | Stock Awards(9) | Option Awards(10) | Total Compensation | | Director Name(1) | Director | Committee(s) | Total | | | | | Jack L. Acosta | $60,000(2)(3) | $20,000(4) | $80,000 | $359,996 | $— | $439,996 | | Steven Capelli | 40,000(2) | 27,500(5) | 67,500 | 359,996 | — | 427,496 | | Katrinka McCallum | 40,000(2) | 25,000(6) | 65,000 | 179,997 | — | 244,997 | | Robin Murray | 40,000(2) | 5,000(7) | 45,000 | 359,996 | — | 404,996 | | Jay Snyder | 40,000(2) | 12,500(8) | 52,500 | 359,996 | — | 412,496 |

  66. DIRECTOR COMPENSATION

    _____________________________ (1)During 2023, Seth A. Ravin was an executive officer who also served as a member of the Board. Mr. Ravin has been omitted from this table since he received compensation for his service as an executive officer but did not receive additional compensation for serving as a director of the Company. Mr. Ravin’s compensation is described in the Summary Compensation Table above. (2)Each of our non-employee directors received an annual retainer of $40,000 for service in 2023. Board members who serve on committees/as committee chairpersons receive additional compensation shown in the “Committee(s)” column. All Board and committee retainers are payable in cash on a quarterly basis. (3)Mr. Acosta serves as our Lead Independent Director for which an additional annual retainer of $20,000 was paid for service in 2023, in addition to the $40,000 retainer that all non-employee Board members receive. (4)Mr. Acosta serves as Chair of the Audit Committee for which an additional annual retainer of $20,000 was paid for service in 2023. (5)Mr. Capelli serves as Chair of the Nominating Committee and as a member of the Audit Committee and the Compensation Committee. The total committee fees for Mr. Capelli represent the additional annual retainers earned by Mr. Capelli for his service as Chair of the Nominating Committee ($10,000), as a member of the Audit Committee ($10,000) and as a member of the Compensation Committee ($7,500) in 2023. (6)Ms. McCallum serves as Chair of the Compensation Committee and as a member of the Audit Committee. The total committee fees for Ms. McCallum represent the additional annual retainers earned by Ms. McCallum for her service as Chair of the Compensation Committee ($15,000) and as a member of the Audit Committee ($10,000) in 2023. (7)Mr. Murray serves as a member of the Nominating Committee for which an additional annual retainer of $5,000 was paid for service in 2023. (8)Mr. Snyder serves as a member of the Nominating Committee and as a member of the Compensation Committee. The total committee fees for Mr. Snyder represent the additional annual retainers earned by Mr. Snyder for his service as a member of the Nominating Committee ($5,000) and as a member of the Compensation Committee ($7,500) in 2023. (9)The Board’s service period runs from June to June each year. For the June 2022 to June 2023 service period, the annual grant of RSUs occurred on March 28, 2023. On this date, each of Messrs. Acosta, Capelli, Murray and Snyder were granted 45,918 RSUs, 100% of which vested on June 6, 2023 (or, the date before the Company’s 2023 annual meeting of stockholders), contingent upon their remaining a member of the Board through such date. Ms. McCallum did not receive an annual equity award for the June 2022 to June 2023 service period because, upon joining the Board in October 2021, in accordance with the terms of our non-employee director compensation policy, she received an initial multi-year vesting RSU award, the second tranche of which vested on June 6, 2023. On June 7, 2023, each of the non-employee Board members was granted 40,178 RSUs, 100% of which will vest on June 5, 2024 (the day before the Annual Meeting) contingent upon their continued service as a member of the Board through such date. The aggregate grant date fair value for the RSU awards was computed in accordance with FASB ASC 718. A discussion of all assumptions made in the valuation of the awards is in Note 8, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. For purposes of this table, the entire fair value of awards is reflected in the year of grant, without regard to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period. (10)No Option Awards were granted during 2023 to the non-employee Board members. The aggregate number of Option Awards held by each of the non-employee Board members as of December 31, 2023, was as follows: Mr. Acosta: 17,655, Mr. Capelli: 137,361, Ms. McCallum: no Option Awards, Mr. Murray: 137,361 and Mr. Snyder: no Option Awards. PROPOSAL NO. 4 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 The Audit Committee of the Board has appointed KPMG LLP (“KPMG”) as the independent registered public accounting firm to audit our Company’s consolidated financial statements for the fiscal year ending December 31, 2024. The submission of this matter for ratification by stockholders is not required; however, the Board believes that such submission is consistent with best practices in corporate governance and is an opportunity for stockholders to provide direct feedback to the Audit Committee and the Board on an important issue of corporate governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm as our Company’s external auditor. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm to be our Company’s external auditor at any time during the year if it determines that such a change would be in the best interests of our Company and our stockholders.