DEF 14A of Rimini Street, Inc.
Filed Apr 30, 2026 · FY20250001635282-26-000044
TABLE OF CONTENTS
| Proposal | 59 | | Board of Directors Recommendation | 59 | | Vote Required | 59 | | DIRECTOR COMPENSATION | 60 | | PROPOSAL NO. 3 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING December 31, 2026 | 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 | | 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 |
PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTOR NOMINEES
PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTOR NOMINEES
Nominees
Nominees The Board has nominated the Class III directors named below for election at the Annual Meeting. Each of the nominees currently serves as a director and has consented to be named in this Proxy Statement and to serve on the Board if reelected. If reelected, each of the nominees will serve until the 2029 annual meeting of stockholders and until his successor has been elected and qualified. Although the Board does not contemplate that any of the nominees 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 nominees for election at the Annual Meeting upon the recommendation of the members of the Nominating Committee.
Board Composition
Board Composition The following table sets forth the names, ages and positions of the members of the Board as of April 30, 2026:
Board Composition
| Name | Age | Position(s) with the Company | | Class I Director (term continues through 2027) | | | | Jack L. Acosta(1) | 78 | Lead Independent Director; Chair of the Audit Committee | | Class II Director (term continues through 2028) | | | | Robin Murray(3) | 60 | Director | | Class III Directors (for term through 2029) | | | | Seth A. Ravin | 59 | President, Chief Executive Officer and Chairman of the Board | | Steven Capelli(1)(2)(3) | 68 | Director; Chair of the Nominating Committee; Chair of the Compensation Committee | | Jay Snyder(1)(2)(3) | 55 | Director |
Board Composition
_____________________________ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating Committee
Class III Director Nominees — Biographical Information
Class III Director Nominees — Biographical Information
Class III Director Nominees — 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, the 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 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, ultimately serving 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 founder, 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: 59 Director Since: 2005 Chairman of the Board | |
Class III Director Nominees — Biographical Information
| | 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 its 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 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 expertise and experience serving on boards of directors of various technology companies. | | STEVEN CAPELLI | | | Age: 68 Director Since: 2014 Committees: Nominating (Chair); Compensation (Chair); Audit Class and Term: Class III (through 2026) | |
Class III Director Nominees — Biographical Information (Continued)
Class III Director Nominees — Biographical Information (Continued)
Class III Director Nominees — 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: 55 Director Since: 2020 Committees: Nominating; Compensation; Audit Class and Term: Class III (through 2026) | |
Continuing Directors — Biographical Information
Continuing Directors — Biographical Information
Continuing Directors — 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 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 September 2001. Since September 2001, he has been a private investor/advisor. 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. From April 2011 to May 2025, Mr. Acosta served 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 publicly-traded and private technology companies. | | JACK ACOSTA | | | Age: 78 Director Since: 2013 Lead Independent Director (August 2022) Committee: Audit (Chair) Class and Term: Class I (through 2027) | |
Continuing Directors — Biographical Information (Continued)
Continuing Directors — Biographical Information (Continued)
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, 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. Mr. Murray also has experience investing in businesses focused on artificial intelligence, which provides the Board with additional insights on emerging technologies and related market developments. We also value his perspective as a partner at our largest stockholder. | | ROBIN MURRAY | | | Age: 60 Director Since: 2009 Committee: Nominating Class and Term: Class II (through 2028) | |
2025 Executive Compensation Program
| New for 2025 — Updated Company Annual Incentive (Cash Bonus) Plan | | | | As further described under the heading “2025 Cash Bonus Plan” below, to further align executive compensation with stockholder interests, effective as of January 1, 2025, the Compensation Committee adopted a revised annual incentive (cash bonus) plan with updated performance metrics designed to track the internal metrics used by Company management to evaluate the Company’s financial and operational performance. |
Compensation Philosophy and Practices
| 2025 Say on Pay Advisory Vote Results | | | At our 2025 annual meeting of stockholders, our stockholders approved the compensation of our then-current NEOs, with 86.2% of the votes cast in favor of our Say on Pay resolution. The Compensation Committee considered the results of the 2025 Say on Pay vote in its evaluation of our fiscal year 2025 executive compensation program. In light of the 2025 voting results, reflecting a lower percentage approval of our NEO compensation, and feedback received from certain stockholders reported to both the Board and the Compensation Committee regarding certain retention-based equity awards granted to our executive officers in late 2024 outside of our 2024 long-term (performance-based) incentive compensation plan and associated concerns surrounding stockholder dilution, the Compensation Committee continues to monitor potential stockholder dilution as part of its oversight of our executive compensation program and 2013 Equity Incentive Plan and did not award any similar retention-based equity awards in 2025. | |
Compensation Philosophy and Practices
| 2025 Executive Compensation Highlights | | •Base Salaries — We did not increase the base salaries for any of our NEOs in 2025, except for Mr. Hershkowitz, who received a modest increase as of the beginning of the 2025 fiscal year. •Cash Bonuses — As noted above, for fiscal year 2025, we adopted a revised annual incentive (cash bonus) plan with updated performance metrics designed to track internal metrics used by Company management to evaluate the Company’s financial and operational performance. •Equity Awards — All 2025 NEO equity awards were made as part of our 2025 long term incentive compensation plan, which featured a mix of stock options, RSUs and performance-based restricted stock units (“PSUs”). |
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 2025, 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 2025, a representative from Willis Towers Watson attended all meetings of the Compensation Committee 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; •provided a review and benchmarking assessment of severance compensation practices for non-CEO executive officers and other members of senior management, both unrelated to a change-in-control and in connection with a change-in-control, describing the common objectives of such practices as well as certain technology sector and prevailing peer group practices with respect to the same; •assisting with a review of our long-term incentive compensation strategy and equity utilization, including the design of our 2025 long-term incentive plan (“LTI Plan”); •assessing executive compensation trends within our industry, and providing updates on compensation-related corporate governance and regulatory developments; and •reviewing our market equity compensation practices, including burn rate and overhang. In fiscal year 2025, 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 the Nasdaq Rules. In 2025, 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, and accordingly, that Willis Towers Watson was independent pursuant to Nasdaq listing standards and applicable SEC rulemaking.
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 compensation data covering technology companies with annual revenues of $200 million to $1 billion and (ii) publicly disclosed proxy statement executive compensation information from a technology industry peer group of companies as data points when evaluating and establishing executive compensation. 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 2025 executive compensation determinations was recommended by its independent compensation consultant, Willis Towers Watson, and approved by the Compensation Committee. The peer group for fiscal year 2025 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, 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. For fiscal year 2025 executive compensation determinations, the following 15 companies were selected as our peer group:
Compensation Benchmarking — Published Surveys and Peer Group Data
| 8x8, Inc. | BlackLine, Inc. | Consensus Cloud Solutions, Inc. | Five9, Inc. | | Kinaxis Inc. | LiveRamp Holdings, Inc. | Model N, Inc. | Perficient, Inc. | | Progress Software Corporation | PROS Holdings, Inc. | Synchronoss Technologies, Inc. | Upland Software, Inc. | | Workiva Inc. | Yext, Inc. | Zuora, Inc. | |
Compensation Benchmarking — Published Surveys and Peer Group Data
Changes made to the Company’s 2025 compensation peer group versus its peer group for 2024 were as follows: (i) removing New Relic, Inc. (2024 going private transaction) and Everbridge, Inc. (2024 going private transaction) and (ii) adding 8x8, Inc. In July 2025, based on the recommendations of Willis Towers Watson, the Compensation Committee approved an updated list of 17 peer group companies for use in connection with fiscal year 2026 executive compensation determinations, as follows:
Compensation Benchmarking — Published Surveys and Peer Group Data
| 8x8, Inc. | Amplitude, Inc. | BlackLine, Inc. | Consensus Cloud Solutions, Inc. | | Domo, Inc. | Five9, Inc. | Grid Dynamics Holdings, Inc. | Information Services Group, Inc. | | Kinaxis Inc. | LiveRamp Holdings, Inc. | Progress Software Corporation | PROS Holdings, Inc. | | Synchronoss Technologies, Inc. | Upland Software, Inc. | Verint Systems, Inc. | Workiva Inc. | | Yext, Inc. | | | |
Compensation Benchmarking — Published Surveys and Peer Group Data
Changes made to the Company’s 2026 compensation peer group versus its peer group for 2025 were as follows: (i) removing Perficient, Inc. (2024 going private transaction), Model N, Inc. (2024 going private transaction) and Zuora, Inc. (2025 going private transaction) and (ii) adding Verint Systems, Inc., Grid Dynamics Holdings, Inc., Domo, Inc., Amplitude, Inc. and Information Services Group, Inc. The Compensation Committee, with the input of its independent compensation consultant, reviews the composition of the Company’s peer group on an annual basis.
Annual Review of Executive Compensation
Annual Review of Executive Compensation In October 2024, in preparation for 2025 executive compensation determinations, the Compensation Committee reviewed the total compensation (including base salaries and targeted annual incentive compensation) for each of our executive officers, including our NEOs, considering input from Willis Towers Watson, base salary and annual incentive compensation practices and levels of our executive compensation peer group and base salary and annual incentive compensation practices and levels of surveyed similarly situated technology companies.
2025 Annual Incentive (Cash Bonus) Compensation Determinations
2025 Annual Incentive (Cash Bonus) Compensation Determinations 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. As described further below, in 2025, the annual incentive (cash bonus) compensation payments for our executive officers, including our NEOs, were determined by reference to the performance-based cash bonus plan (our “Cash Bonus Plan”) 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). With the exception of Mr. Hershkowitz, there were no adjustments to the target annual cash incentive (cash bonus) opportunities for our NEOs during fiscal year 2025. Effective as of January 1, 2025, the Compensation Committee approved an adjustment to Mr. Hershkowitz’s target annual cash bonus opportunity by reference to his adjusted annual base salary effective as of January 1, 2025, such that his target annual cash bonus opportunity as a percentage of base salary would remain at the same level as was in effect prior to his January 1, 2025 base salary adjustment (approximately 67% of base salary, or from $280,014 to $300,007). The following table shows each NEO’s 2025 (i) target annual incentive (cash bonus) opportunity expressed as a dollar amount, (ii) target annual incentive (cash bonus) opportunity expressed as a percentage of base salary, (iii) total annual (cash bonus) incentive compensation payments and (iv) total annual (cash bonus) incentive compensation payments as a percentage of target annual (cash bonus) incentive opportunity:
2025 Annual Incentive (Cash Bonus) Compensation Determinations
| Name | 2025 Target Annual Incentive (Cash Bonus) Opportunity | 2025 Target Annual Incentive (Cash Bonus) Opportunity as a % of Base Salary | 2025 Total Cash Bonus Compensation | 2025 Total Cash Bonus Compensation as a % of 2025 Target Annual Incentive (Cash Bonus) Opportunity | | Seth A. Ravin | $500,000 | 100% | $423,206 | 84.6% | | Michael L. Perica | 278,245 | 74% | 246,139 | 88.5% | | Steve Hershkowitz | 300,007 | 67% | 279,093 | 93.0% | | Nancy Lyskawa | 264,996 | 74% | 254,131 | 95.9% | | Kevin Maddock | 328,125 | 100% | 289,640 | 88.3% |
2025 Cash Bonus Plan
2025 Cash Bonus Plan As noted above under the heading “New for 2025 — Updated Company Annual Incentive (Cash Bonus) Plan,” effective as of January 1, 2025, the Compensation Committee adopted a revised Annual Incentive (Cash Bonus) Plan with updated performance metrics designed to more closely track the internal metrics used by Company management to evaluate the Company’s financial and operational performance and more closely align bonus payments for non-commissions-based employees (including our executive officers) with the Company’s goals for growth and profitability. Generally, payments under our Cash Bonus Plan 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”), in each case as described further below. Under our previous Cash Bonus Plan in effect through December 31, 2024, the quarterly Company Performance Factor was calculated using four metrics consisting of: •two “Financial Metrics” consisting of (i) total client invoicing as compared to annual plan and (ii) annual operating expenses compared to annual plan; and •two “Client Satisfaction Metrics” consisting of (i) average client satisfaction rating for case resolution (relating to the Company’s global service delivery function) and (ii) average client satisfaction rating for onboarding (relating to the Company’s client onboarding function), in each case as expressed as a percentage of plan. Key elements of the revised 2025 Cash Bonus Plan include: •Retains the two Client Satisfaction Metrics described above; •Replaces the Financial Metric “total client Invoicing” with “net new invoicing” to better reflect growth; •Adds two new Financial Metrics, “adjusted EBITDA2” (as defined in Appendix A to this Proxy Statement) and “cash collections,” to better reflect profitability and financial strength; •Retains “annual expenses as compared to plan” as a Financial Metric; and •Adjusts the weights used to calculate a weighted average of the updated total six metrics to put greater emphasis on the Company’s financial performance. Quarterly Company Performance Factor In 2025, the quarterly Company Performance Factor was based on two metrics: the Financial Metrics (consisting of four components) and the Client Satisfaction Metrics (consisting of two components). Each component, expressed as a percentage, is multiplied together to calculate the quarterly Company Performance Factor. Financial Metrics (75% Total Weighting) •The Financial Metrics have four components: (i) net new invoicing compared to annual plan, expressed as a percentage (25% weighting), (ii) aggregate operating expenses compared to annual plan, expressed as a percentage (25% weighting), (iii) adjusted EBITDA, as defined below, compared to annual plan, expressed as a percentage (20% weighting), and (iv) cash collections compared to annual plan, expressed as a percentage (5% weighting). •In each case, the “annual plan” references the annual strategic operating plan for the 2025 fiscal year, as prepared by management and approved by the Board. ◦Net new invoicing generally refers to the aggregate new invoicing achieved in a particular fiscal quarter (including invoicing for consulting services) less renewal losses incurred in the same quarter. 2 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. ◦Cash collections generally refers to the actual cash received in satisfaction of accounts receivable created by the sale of our products or services. Client Satisfaction Metrics (25% Total Weighting) The Client Satisfaction Metrics have 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 (15% 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), illustrated as follows:
2025 Cash Bonus Plan
| | Financial Metrics (75%) | | | | Client Satisfaction Metrics (25%) | | | | Net New Invoicing | Operating Expenses | Adjusted EBITDA | Cash Collections | Case Resolution | Onboarding | | Weight | 25% | 25% | 20% | 5% | 15% | 10% |
2025 Cash Bonus Plan
With the exceptions of “adjusted EBITDA,” and “cash collections,” the results “as compared to annual plan” of each component of the Financial Metrics and the Client Satisfaction Metrics 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 Plan, 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 2025, 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 2025 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, are 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, 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 Plan, the target incentive amount for each quarter is determined by multiplying the individual’s targeted annual cash bonus compensation by 25%.
2025 Long-Term Incentive Compensation
2025 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 2025 Long-Term Incentive Compensation Regarding the mix of equity comprising our 2025 equity awards to our executive officers: •Performance-Based Restricted Stock Units (“PSUs”) – 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. Once earned following the completion of the one-year performance period, the PSUs are subject to additional time-based requirements and vest on the first, second and third anniversaries of the date 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 the Company’s financial performance and the value of the shares when they vest over time. •Time-Based Restricted Stock Units (“RSUs”) – 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 the date 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. 2025 Long-Term Incentive Plan Awards Effective March 4, 2025 (the “Date of Grant”), the Compensation Committee approved 2025 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. •2025 LTI Plan Award Allocation Mix (PSUs/RSUs/Stock Options). For Mr. Ravin, the targeted value mix (based on targeted grant value) of each of his 2025 LTI Plan awards was as follows: 50% PSUs, 30% RSUs and 20% stock options. For each of Messrs. Perica, Hershkowitz and Maddock and for Ms. Lyskawa, the targeted value mix (based on targeted grant value) of each of their respective 2025 LTI Plan awards was as follows: 40% PSUs, 40% RSUs and 20% stock options. Below is a summary of the 2025 LTI Plan awards as of the Date of Grant:
2025 Long-Term Incentive Compensation
| | Grant Date Values at Target | | | | | Name | PSUs | RSUs | Stock Options | Equity Awards (Targeted Grant Value)(1) | | Seth A. Ravin | $1,200,000 | $720,000 | $480,000 | $2,400,000 | | Michael L. Perica | 400,000 | 400,000 | 200,000 | 1,000,000 | | Steve Hershkowitz | 300,000 | 120,000 | 60,000 | 300,000 | | Nancy Lyskawa | 300,000 | 120,000 | 60,000 | 300,000 | | Kevin Maddock | 300,000 | 120,000 | 60,000 | 300,000 |
2025 Long-Term Incentive Compensation
(1)For all 2025 LTI Plan participants, there was no year-over-year change in the targeted grant value of their LTI Plan awards.
2025 Long-Term Incentive Compensation
| | Number of Underlying Shares - 2025 LTI Plan Awards | | | | Name | PSUs(1) | RSUs(1) | Stock Options(2)(3) | | Seth A. Ravin | 344,827 | 206,896 | 219,605 | | Michael L. Perica | 114,942 | 114,942 | 91,502 | | Steve Hershkowitz | 34,482 | 34,482 | 27,450 | | Nancy Lyskawa | 34,482 | 34,482 | 27,450 | | Kevin Maddock | 34,482 | 34,482 | 27,450 |
2025 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 $3.48, 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 2025 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 $3.48, the closing sales price of the Company’s common stock on the Date of Grant. The component awards under the 2025 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 2025 LTI Plan (the “Target PSUs”) were earned over a one-year performance period beginning on January 1, 2025 and ending on December 31, 2025 (the “Performance Period”), remaining subject to a continued service-based vesting requirement, as explained further below. 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 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 2025 LTI Plan, the Earned PSUs vest in equal annual installments on the first, second and third anniversaries of the Date of Grant, 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 2025 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, 2025). “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 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 2025:
2025 Long-Term Incentive Compensation
| TOTAL REVENUE PERFORMANCE GOALS | | | | Threshold 50% of Target Payout | Target 100% of Target Payout | Maximum 200% of Target Payout | | $400.4 million total revenue | $422.6 million total revenue | $528.3 million total revenue |
2025 Long-Term Incentive Compensation
The following table summarizes the Adjusted EBITDA performance goals approved by the Compensation Committee for fiscal year 2025:
2025 Long-Term Incentive Compensation
| ADJUSTED EBITDA PERFORMANCE GOALS | | | | Threshold 50% of Target Payout | Target 100% of Target Payout | Maximum 200% of Target Payout | | $53.1 million Adjusted EBITDA | $55.9 million Adjusted EBITDA | $69.9 million Adjusted EBITDA |
2025 Long-Term Incentive Compensation
As calculated based on actual 2025 performance, the Company’s total revenue for the Performance Period was $421.5 million, resulting in a “Total Revenue Performance Payout Factor” of approximately 97.6%, and the Company’s Adjusted EBITDA for the Performance Period was $49.8 million, resulting in an “Adjusted EBITDA Performance Payout Factor” of 0%. The number of Earned Performance Units eligible for vesting for each of the NEOs was determined by reference to the average (49%) of the Total Revenue and Adjusted EBITDA Performance Factors identified above, as follows: ◦Mr. Ravin – 168,965 Earned Performance Units ◦Mr. Perica – 56,321 Earned Performance Units ◦Messrs. Hershkowitz and Maddock and Ms. Lyskawa – 16,896 Earned Performance Units •RSU and Stock Option Vesting Conditions. The RSUs and Stock Options awarded under the 2025 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 2025 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. 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 PSUs awarded under the 2025 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 then-current 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.
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 On October 29, 2024, we entered into an amendment and restatement of the employment agreement of our Chief Executive Officer, Chairman of the Board and President, Mr. Ravin (the “Amended Employment Agreement”), which replaced Mr. Ravin’s prior Amended and Restated Employment Agreement dated as of January 6, 2017, as previously amended. The Amended Employment Agreement has no specific term and provides for at-will employment. Under the Amended Employment Agreement, Mr. Ravin’s indemnification and advancement rights have been enhanced in certain respects from those generally applicable to directors and executive officers of the Company, including that he will be indemnified by the Company for expenses he incurs to comply with an order or equitable relief issued by a court or arbitral body in a proceeding, particularly as relates to Specified Litigation (as defined in the Amended Employment Agreement) between the Company and Oracle. Additionally, the Amended Employment Agreement provides that the Company will indemnify Mr. Ravin for expenses arising from a proceeding initiated by Mr. Ravin against the Company, if approved by the Company’s Board of Directors prior to its initiation or if relating to or arising out of Specified Litigation, and for reasonable expenses he incurs in a proceeding he initiates against the Company in good faith for purposes of enforcing his rights under the Amended Employment Agreement or his indemnification agreement where he is successful on the particular issue, claim or proceeding. In addition, under the Amended Employment Agreement, the definition of conduct that constitutes “Cause” for the Company to terminate Mr. Ravin’s employment without providing severance specifies that certain types of breaches or conduct by Mr. Ravin must be material or have a material adverse effect on the Company’s business in order to constitute “Cause.” The Amended Employment Agreement also provides a 30-day cure period for specified actions constituting “Cause” and provides a 30-day period during which Mr. Ravin may cure a material breach of the Amended Employment Agreement, itself. Additionally, the definition of “Good Reason” under the Amended Employment Agreement reflects customary triggers and provides that Mr. Ravin may resign for Good Reason and qualify for severance upon any reduction in his base pay or target bonus opportunity, other than where the same level of reduction applies to other executive officers. Mr. Ravin must comply with restrictive covenants set forth in the Amended Employment Agreement for a five year period following the date of the Amended Employment Agreement, both during his employment with the Company and for two years thereafter. Under such restrictive covenants, Mr. Ravin must not engage in or be involved in any way with a competitive business and must not induce or attempt to induce any customer, employee, consultant or other business relation to cease doing business with or providing services to the Company or any of its subsidiaries or in any way interfere with the relationship between any such business relation and the Company and its subsidiaries. The Amended Employment Agreement also reflects Mr. Ravin’s base salary ($500,000) and target annual non-equity incentive compensation ($500,000) effective as of May 1, 2024. Mr. Ravin is entitled to certain severance and change-in-control benefits pursuant to his Amended Employment Agreement, the terms of which are described below under “Potential Payments upon Termination or Change-in-Control.”
Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information 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.
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 Plan 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 succession planning; and •Clawback Policy — Our executive officers are subject to our Clawback Policy, which provides for the recovery of incentive compensation upon an accounting restatement.
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.
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) | 2025 | $500,000 | $— | $1,919,996(5) | $479,156 | $423,206 | $439,359(6) | $3,761,717 | | | 2024 | 491,667 | — | 1,919,995 | 476,744 | 332,750 | 523,824 | 3,744,980 | | | 2023 | 468,750 | — | 2,501,196 | 655,798 | 314,391 | 786,623 | 4,726,758 | | Michael L. Perica, Executive Vice President and Chief Financial Officer | 2025 | $378,000 | $— | $799,996(5) | $199,648 | $246,139 | $20,040(7) | $1,643,823 | | | 2024 | 372,000 | — | 799,998 | 198,643 | 190,830 | 19,640 | 1,581,111 | | | 2023 | 360,000 | — | 701,197 | 456,133 | 217,628 | 18,802 | 1,753,760 | | Steve Hershkowitz, Executive Vice President and Chief Revenue Officer | 2025 | $449,988 | $— | $239,995(5) | $59,893 | $279,093(8) | $438,133(7)(8) | $1,467,102 | | | 2024 | 299,091 | — | 1,070,000 | 170,290 | 209,073 | 545,677 | 2,294,131 | | Kevin Maddock, Executive Vice President and Chief Recurring Revenue Officer | 2025 | $328,125 | $— | $239,995(5) | $59,893 | $289,640 | $14,799(7) | $932,452 | | | 2024 | 322,917 | — | 551,195 | 242,077 | 267,988 | 18,098 | 1,402,275 | | | 2023 | 312,500 | — | 281,198 | 176,551 | 277,930 | 17,475 | 1,065,654 | | Nancy Lyskawa, Executive Vice President & Chief Client Officer | 2025 | $360,231 | $— | $239,995(5) | $59,893 | $254,131 | $17,811(7) | $932,061 | | | 2024 | 360,000 | — | 511,995 | 229,882 | 197,091 | 17,002 | 1,315,970 | | | 2023 | 356,481 | — | 359,798 | 219,833 | 223,590 | 16,862 | 1,176,564 |
Summary Compensation Table
_____________________________ (1)These amounts reflect the aggregate grant date fair value for awards of PSUs (at target) and/or RSUs 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 7, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. 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 2025 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 PSUs and/or RSUs awarded in 2025, together with the grant date fair value of each award, is disclosed in the “2025 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 7, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. 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 “2025 Annual Incentive (Cash Bonus) Compensation.” (4)During 2025, 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 2025 fiscal year, the PSUs awarded under the 2025 LTI Plan (the “Target PSUs”) were measured over a performance period beginning on January 1, 2025 and ending on December 31, 2025, 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, 2025: adjusted EBITDA and total revenue. The grant date fair value, computed in accordance with FASB ASC 718, of PSUs awarded in 2025 to each of our NEOs, assuming the maximum level of performance (200%) is achieved, is as follows: Mr. Ravin: $2,399,996, Mr. Perica: $799,996, Mr. Hershkowitz: $239,995, Mr. Maddock: $239,995 and Ms. Lyskawa $239,995. (6)For 2025, All Other Compensation for Mr. Ravin is comprised of travel expenses of $306,594, certain healthcare-related expenses incurred on business trips of $26,600 and related transport expenses of $54,003, as well as rental payments of $43,812 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 and Mr. Hershkowitz, when the charter aircraft is already going to a specific destination for a business purpose, other Company employees with a business reason for travel are permitted to accompany Mr. Ravin and/or Mr. Hershkowitz 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 2025 consist of the difference between (a) his allocable percentage of the total flight costs for each charter aircraft flight taken by him in 2025 (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 2025, All Other Compensation for Mr. Perica, Mr. Hershkowitz, Mr. Maddock and Ms. Lyskawa is 401(k) plan matching contributions by the Company. (8)For 2025, All Other Compensation for Mr. Hershkowitz is primarily comprised of travel expenses of $419,143. The corporate charter aircraft expenses attributable to Mr. Hershkowitz as All Other Compensation in 2025 consist of the difference between (a) his allocable percentage of the total flight costs for each charter aircraft flight taken by him in 2025 (based on the number of persons travelling) and (b) the estimated cost of a first-class commercial airline ticket for one traveler for each trip. As with Mr. Ravin, the Company believes that Mr. Hershkowitz’s use of charter aircraft permits him to reduce travel time and related disruptions, which allows him to devote more time to work matters while maintaining the confidentiality of such matters during travel, thereby increasing his availability, efficiency and productivity.
2025 Grants of Plan-Based Awards(1)
2025 Grants of Plan-Based Awards(1)
2025 Grants of Plan-Based Awards(1)
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(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 | | $500,000 | | | | | | | | | RSUs (2025 LTI Plan) | 3/4/2025 | — | — | — | — | 206,896 | — | $— | $719,998 | | PSU (2025 LTI Plan) | 3/4/2025 | — | 172,414 | 344,827 | 689,654 | — | — | — | 1,199,998 | | Options (2025 LTI Plan) | 3/4/2025 | — | — | — | — | — | 219,605 | 3.48 | 479,156 | | Michael L. Perica | | $278,245 | | | | | | | | | RSUs (2025 LTI Plan) | 3/4/2025 | — | — | — | — | 114,942 | — | $— | $399,999 | | PSU (2025 LTI Plan) | 3/4/2025 | — | 57,471 | 114,942 | 229,884 | — | — | — | 399,999 | | Options (2025 LTI Plan) | 3/4/2025 | — | — | — | — | — | 91,502 | 3.48 | 199,648 | | Steve Hershkowitz | | $300,007 | | | | | | | | | RSUs (2025 LTI Plan) | 3/4/2025 | — | — | — | — | 34,482 | — | $— | $119,998 | | PSU (2025 LTI Plan) | 3/4/2025 | — | 17,241 | 34,482 | 68,964 | — | — | — | 119,998 | | Options (2025 LTI Plan) | 3/4/2025 | — | — | — | — | — | 27,450 | 3.48 | 59,893 | | Kevin Maddock | | $328,125 | | | | | | | | | RSUs (2025 LTI Plan) | 3/4/2025 | — | — | — | — | 34,482 | — | $— | $119,998 | | PSU (2025 LTI Plan) | 3/4/2025 | — | 17,241 | 34,482 | 68,964 | — | — | — | 119,998 | | Options (2025 LTI Plan) | 3/4/2025 | — | — | — | — | — | 27,450 | 3.48 | 59,893 | | Nancy Lyskawa | | $264,996 | | | | | | | | | RSUs (2025 LTI Plan) | 3/4/2025 | — | — | — | — | 34,482 | — | $— | $119,998 | | PSU (2025 LTI Plan) | 3/4/2025 | — | 17,241 | 34,482 | 68,964 | — | — | — | 119,998 | | Options (2025 LTI Plan) | 3/4/2025 | — | — | — | — | — | 27,450 | 3.48 | 59,893 |
2025 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 Plan for each NEO. The actual bonuses awarded to the NEOs for the 2025 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 Plan. For additional information, refer to “Compensation Discussion and Analysis — Key Elements of our Executive Compensation Program and 2025 NEO Compensation.” (3)The amounts shown in these columns represent the range of number of PSUs that could be earned under our 2025 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, 2025: 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 — 2025 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 7, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. 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.
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025
| | Option Awards(1)(2) | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | | Name | | Exercisable | Unexercisable | | | | Seth A. Ravin | 2/6/2018 | 65,119 | — | $8.60 | 2/6/2028 | | | 6/3/2020 | 149,327 | — | 4.46 | 6/3/2030 | | | 12/13/2021 | 50,000 | — | 5.71 | 12/13/2026 | | | 3/3/2023 | 13,333 | 6,667 | 5.06 | 3/3/2033 | | | 4/3/2023 | 184,542 | 92,274 | 3.93 | 4/3/2033 | | | 5/6/2024 | 103,331 | 206,666 | 2.47 | 5/6/2034 | | | 3/4/2025 | — | 219,605 | 3.48 | 3/4/2035 | | Michael L. Perica | 10/1/2020 | 50,000 | — | $3.22 | 10/1/2030 | | | 2/23/2021 | 50,000 | — | 7.52 | 2/23/2031 | | | 8/3/2021 | 15,000 | — | 8.59 | 8/3/2031 | | | 12/13/2021 | 12,500 | — | 5.71 | 12/13/2031 | | | 2/3/2022 | 15,000 | — | 4.66 | 2/3/2032 | | | 3/3/2023 | 13,333 | 6,667 | 5.06 | 3/3/2033 | | | 4/3/2023 | 123,034 | 61,520 | 3.93 | 4/3/2033 | | | 5/6/2024 | 43,054 | 86,111 | 2.47 | 5/6/2034 | | | 3/4/2025 | — | 91,502 | 3.48 | 3/4/2035 | | Steve Hershkowitz | 12/17/2024 | 33,333 | 66,667 | $2.72 | 12/17/2034 | | | 3/4/2025 | — | 27,450 | 3.48 | 3/4/2035 | | Kevin Maddock | 6/29/2017 | 47,882 | — | $7.52 | 6/29/2027 | | | 2/6/2018 | 25,000 | — | 8.60 | 2/6/2028 | | | 2/3/2022 | 10,000 | — | 4.66 | 2/3/2032 | | | 3/3/2023 | 13,333 | 6,667 | 5.06 | 3/3/2033 | | | 4/3/2023 | 36,908 | 18,455 | 3.93 | 4/3/2033 | | | 5/6/2024 | 12,916 | 25,833 | 2.47 | 5/6/2034 | | | 11/13/2024 | 3,333 | 6,667 | 1.96 | 11/13/2034 | | | 12/17/2024 | 33,333 | 66,667 | 2.72 | 12/17/2034 | | | 3/4/2025 | — | 27,450 | 3.48 | 3/4/2035 | | Nancy Lyskawa | 6/29/2017 | 47,882 | — | $7.52 | 6/29/2027 | | | 2/6/2018 | 25,000 | — | 8.60 | 2/6/2028 | | | 2/3/2022 | 10,000 | — | 4.66 | 2/3/2032 | | | 3/3/2023 | 13,333 | 6,667 | 5.06 | 3/3/2033 | | | 4/3/2023 | 50,241 | 25,122 | 3.93 | 4/3/2033 | | | 5/6/2024 | — | 25,833 | 2.47 | 5/6/2034 | | | 12/17/2024 | 33,333 | 66,667 | 2.72 | 12/17/2034 | | | 3/4/2025 | — | 27,450 | 3.48 | 3/4/2035 |
Outstanding Equity Awards at Fiscal Year End 2025
(1)All stock option awards have been granted under equity incentive plans approved by our stockholders. (2)The options reported in this table are subject to a three-year vesting schedule, vesting in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the awardee’s continued status as a Service Provider through the applicable vesting date.
Outstanding Equity Awards at Fiscal Year End 2025
| | Restricted Stock Unit (“RSU”) & Performance Stock Unit (“PSU”) Awards(1) | | | | | | Name | Grant Date | Number of Shares underlying RSUs that Have Not Vested (#)(2) | Market Value of RSUs that Have Not Vested ($)(3) | Number of Shares underlying Earned PSUs that Have Not Vested (#)(3) | Market Value of Earned PSUs that Have Not Vested ($)(4) | | Seth A. Ravin | 3/3/2023 | 6,667 | $25,868 | — | $— | | | 4/3/2023 | 76,338 | 296,191 | 192,117 | 745,414 | | | 5/6/2024 | 194,333 | 754,012 | 90,688 | 351,873 | | | 3/4/2025 | 206,896 | 802,756 | 168,965 | 655,585 | | Michael L. Perica | 3/3/2023 | 6,667 | $25,868 | — | $— | | | 4/3/2023 | 16,964 | 65,820 | 51,232 | 198,780 | | | 5/6/2024 | 107,963 | 418,896 | 30,230 | 117,292 | | | 3/4/2025 | 114,942 | 445,975 | 56,321 | 218,528 | | Steve Hershkowitz | 4/30/2024 | 200,001 | $776,004 | — | $— | | | 12/17/2024 | 66,667 | 258,668 | — | — | | | 3/4/2025 | 34,482 | 133,790 | 16,896 | 65,557 | | | | | . | | | | Kevin Maddock | 3/3/2023 | 6,667 | $25,868 | — | $— | | | 4/3/2023 | 5,090 | 19,749 | 15,371 | 59,639 | | | 5/6/2024 | 32,389 | 125,669 | 9,069 | 35,188 | | | 11/13/2024 | 13,334 | 51,736 | — | — | | | 12/17/2024 | 66,667 | 258,668 | — | — | | | 3/4/2025 | 34,482 | 133,790 | 16,896 | 65,557 | | Nancy Lyskawa | 3/3/2023 | 6,667 | $25,868 | — | $— | | | 4/3/2023 | 11,757 | 45,617 | 15,371 | 59,639 | | | 5/6/2024 | 32,389 | 125,669 | 9,069 | 35,188 | | | 12/17/2024 | 66,667 | 258,668 | — | — | | | 3/4/2025 | 34,482 | 133,790 | 16,896 | 65,557 |
Outstanding Equity Awards at Fiscal Year End 2025
__________________________ (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 $3.88, the closing price of the Company’s common stock on the Nasdaq Global Market on December 31, 2025, the end of the Company’s last completed fiscal year. (4)These shares represent “Earned PSUs” under either our 2025 LTI Plan, 2024 LTI Plan or our 2023 LTI Plan and were earned over a one-year performance period beginning on January 1st and ending on December 31st in the respective years. For the 2025 LTI Plan, 2024 LTI Plan and the 2023 LTI Plan, the combined achievement of two equally weighted financial performance metrics (adjusted EBITDA and total revenue) were 49%, 28% and 151%, respectively, for the years ended December 31, 2025, 2024 and 2023. 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 — 2025 Long-Term Incentive Plan Awards.”
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, 2025.
Options Exercised and Stock Vested
| | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting(2) | | Seth A. Ravin | — | $— | 417,619 | $1,402,683 | | Michael L. Perica | — | — | 160,622 | 531,474 | | Steve Hershkowitz | — | — | 133,332 | 487,328 | | Kevin Maddock | — | — | 104,518 | 374,132 | | Nancy Lyskawa | 12,916 | 51,622 | 102,852 | 363,751 |
Options Exercised and Stock Vested
_____________________________ (1)Includes both RSUs and PSUs that vested in 2025. (2)Amount is determined based on the closing price of the Company’s common stock on the Nasdaq Global Market on the vesting date multiplied by the number of shares vested.
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control The tables appearing further below show the estimated potential payments to each NEO in connection with a termination of their employment upon specified events or upon a change-in-control. The amounts reflected assume that the termination or change-in-control was effective December 31, 2025, and as such include amounts earned through such time, as well as estimates of the amounts which would be paid out to such NEO upon each event. The actual amounts that would be payable to each NEO can only be determined at the time of an actual termination of employment or change-in-control and would vary from those listed below. The estimated amounts listed below are in addition to any retirement, welfare and other benefits that are available to our full-time, salaried employees, generally.
Amended and Restated Employment Agreement — Seth A. Ravin
| Potential Payments Upon Termination or Change-in-Control — Seth A. Ravin | Baseline Cash Severance(1) | Payment of Accrued Bonus(1) | Company Paid Healthcare Premiums(2) | Accelerated Vesting of Equity Awards(3) | Total ($) | | Death/Disability | $1,000,000 | $1,000,000 | $31,930 | $4,010,937 | $6,042,867 | | Involuntary Termination without “Cause” or Resignation for Good Reason | $1,000,000 | $1,000,000 | $31,930 | $4,010,937 | $6,042,867 | | Involuntary Termination without “Cause” or Resignation for “Good Reason” within 24 Months Following a “Change-in-Control” | $1,000,000 | $1,000,000 | $31,930 | $4,010,937 | $6,042,867 |
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, Chief Executive Officer and Chairman of the Board (CEO) to the total annual compensation of our median compensated employee of all of our employees, excluding Mr. Ravin (“Median Employee”). Since neither our employee compensation arrangements nor the distribution of our US and international employee population have changed in the past fiscal year in a manner that we reasonably believe would result in a significant change to our pay ratio disclosure, we have elected to use the same median employee that was identified for 2024 to calculate our 2025 CEO pay ratio. The methodology we used to determine our Median Employee for 2024 is described below. For the year ending December 31, 2025: •the annual total compensation of our Median Employee was $65,520, and •the annual total compensation of our CEO, as reported in the Summary Compensation Table, above, was $3,761,717. As a result, the ratio of the annual total compensation of our CEO to our Median Employee was 57:1. 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, we took the following steps: •We selected December 31, 2024, the last day of our 2024 fiscal year, as the determination date for purposes of identifying our Median Employee. •As of December 31, 2024, our global workforce used for determining the pay ratio, excluding our CEO, included 555 employees in the U.S. and 1,490 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 2024. •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, 2024, and we did not make any cost-of-living adjustments. •Once the identity of our Median Employee was determined, we then calculated that employee’s annual total 2025 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.
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.
Pay Versus Performance Table
Pay Versus Performance Table
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) | | | 2025 | $3,761,717 | $4,491,000 | $1,243,859 | $1,681,000 | $88.94 | $186.09 | $37,098 | $49,840 | | 2024 | $3,744,981 | $4,063,000 | $1,672,662 | $1,691,000 | $81.65 | $122.12 | $(36,272) | $53,133 | | 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 |
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 , Chief Executive Officer and Chairman of the Board, 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: Amounts in the table below are in thousands.
Pay Versus Performance Table
| | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average of Non-PEO NEOs | 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 | $3,762 | $1,244 | $3,745 | $1,673 | $4,727 | $1,291 | $1,197 | $803 | $1,651 | $1,415 | | Adjustment for year-end value of awards granted in fiscal year that are unvested and outstanding | 305 | 60 | 212 | 50 | (287) | (110) | — | (50) | 36 | (96) | | Adjustment for the change in fair value of the prior years' awards that vested during the year | 44 | 103 | 95 | (2) | 12 | (21) | (4) | (40) | 287 | 299 | | 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 | 380 | 274 | 11 | (30) | (17) | (22) | (414) | (132) | 395 | 330 | | Total Compensation Actually Paid | $4,491 | $1,681 | $4,063 | $1,691 | $4,435 | $1,138 | $779 | $581 | $2,369 | $1,948 |
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 2025, Michael L. Perica, Kevin Maddock, Steve Hershkowitz and Nancy Lyskawa, (ii) for 2024, Michael L. Perica, Kevin Maddock, Steve Hershkowitz and David Rowe, (iii) for 2023, Michael L. Perica, Kevin Maddock, Nancy Lyskawa and David Rowe, (iv) for 2022, Michael L. Perica, Kevin Maddock, Nancy Lyskawa and Steven Salaets, and (v) for 2021, Michael L. Perica and Gerard Brossard. Note, that in compliance with the reporting requirements applicable to “Smaller Reporting Companies” under SEC rulemaking, in 2021 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, 2020 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, 2025. TSR represents an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, 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”).
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 (i) 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:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We 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, documented 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, 2025, 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 an automatic annual grant of RSUs to each non-employee director, as set forth in the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Compensation Committee previously engaged its dependent 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 for 2024. For fiscal year 2025, the Compensation Committee, in consultation with Willis Towers Watson, determined that there were no material developments on this topic such that no changes to our non-employee director compensation program were warranted. The Compensation Committee will continue to monitor this topic and recommend changes, as appropriate.
DIRECTOR COMPENSATION
| | Director Fees Paid in Cash | | | Stock Awards(9) | Option Awards(10) | Total Compensation | | Director Name(1) | Director | Committee(s)(2) | Total | | | | | Jack L. Acosta | $60,000(3)(4) | $21,333(5) | $81,333 | $179,998 | $— | $261,331 | | Steven Capelli | 40,000(3) | 36,000(6) | 76,000 | 179,998 | — | 255,998 | | Robin Murray | 40,000(3) | 5,000(7) | 45,000 | 179,998 | — | 224,998 | | Jay Snyder | 40,000(3) | 20,861(8) | 60,861 | 179,998 | — | 240,859 |
DIRECTOR COMPENSATION
_____________________________ (1)During 2025, 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)In 2024, the Board appointed a Special Committee of the Board comprised entirely of independent directors, which Special Committee was dissolved effective as of January 2, 2025. The Chair of the Special Committee received an additional monthly retainer of $20,000 per month on a pro-rated basis, based on a 30 calendar day month, and the other member(s) of the Special Committee received an additional monthly retainer of $15,000 per month, on a pro-rated basis, based on a 30 calendar day month. Special Committee member monthly retainers were paid in arrears in cash on a quarterly basis. (3)Each of our non-employee directors received an annual retainer of $40,000 for service in 2025. Board members who serve on standing committees/as a standing committee chairperson receive additional compensation shown in the “Committee(s)” column. The additional compensation received by the Special Committee members for service on the Special Committee during 2025 is also shown in the “Committee(s)” column. All Board and standing committee retainers are payable in arrears in cash on a quarterly basis. (4)Mr. Acosta serves as our Lead Independent Director for which an additional annual retainer of $20,000 was paid for service in 2025, in addition to the $40,000 retainer that all non-employee Board members receive. (5)Mr. Acosta serves as Chair of the Audit Committee for which an additional annual retainer of $20,000 was paid for service in 2025. Mr. Acosta also served as Chair of the Special Committee, for which he received in 2025 an additional retainer payment totaling approximately $1,333. (6)Mr. Capelli serves as (i) Chair of the Compensation Committee, for which an additional annual retainer of $15,000 was paid for service in 2025, (ii) Chair of the Nominating Committee, for which an additional annual retainer of $10,000 was paid for service in 2025, and (iii) as a member of the Audit Committee, for which an additional annual retainer of $10,000 was paid for service in 2025. Mr. Capelli also served as member of the Special Committee, for which he received in 2025 an additional retainer payment totaling $1,000. (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 2025. (8)Mr. Snyder serves as a member of the Nominating Committee and the Compensation Committee and was appointed as a member of the Audit Committee effective March 1, 2025. The total committee fees for Mr. Snyder represent the additional annual retainers earned by Mr. Snyder in 2025 for his service as a member of the Nominating Committee ($5,000), as member of the Compensation Committee ($7,500) and as a member of the Audit Committee from March 1, 2025 through December 31, 2025 (pro-rated retainer of $8,361). (9)The Board’s service period runs from June to June each year to align with our annual meeting of stockholders. On June 4, 2025, each of the then-current non-employee Board members were granted 55,727 RSUs. 100% of which will vest on June 2, 2026 (or, the date before the Company’s 2026 annual meeting of stockholders), contingent upon their remaining 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 7, Stock-Based Compensation and Warrants, to our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. 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 2025 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, 2025, was as follows: Mr. Acosta: 17,655, Mr. Capelli: 17,655, Mr. Murray: 17,655 and Mr. Snyder: no Option Awards. PROPOSAL NO. 3 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026