DEF 14A of Blackline, Inc., Mar 27, 2024

DEF 14A of Blackline, Inc.

Filed Mar 27, 2024 · FY20230001666134-24-000009

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | Owen Ryan | Skills and Qualifications Provided to Our Board | | Age: 61 Director Since: 2018 Chair of the Board Since: 2023 | •Significant strategic leadership, including as president or chief executive officer •Significant sales, marketing, and operational experience •Extensive financial and accounting expertise •Public company board and corporate governance experience •Certified public accountant •Expertise in strategy, operational and financial management | | | Professional Experience Highlights | | | •BlackLine, Inc.: Co-Chief Executive Officer and Chairman (since 2023) •Geller Advisors LLC, a provider of strategic advisory and wealth management services: Chief Executive Officer (2019-2022) •Geller & Company, a provider of outsourced CFO and technology services: Chief Strategy Officer (2018-2022) and Managing Principal (2018-2022) •AEGIS Insurance Services, Inc., a mutual insurance company: Chief Executive Officer and President (2016-2017) •Deloitte Advisory, Deloitte & Touche LLP’s Risk Advisory practice: Chief Executive Officer and Managing Partner as well as various other roles (1985-2016) | | | Other Public Company Boards | | | •Lincoln National Corp. (September 2023-present) | | | Education | | | •M.B.A. from Columbia University •B.S. from New Jersey City University | | Sophia Velastegui | Skills and Qualifications Provided to Our Board | | Age: 48 Independent Director Since: 2020 | •Extensive engineering, product development, and product leadership experience in the technology sector •Significant strategic leadership, operational experience, and management experience at technology and software companies •Expertise in strategy, artificial intelligence, and technology •Valuable expertise in cybersecurity provides our Board and its Technology and Cybersecurity Committee with deep knowledge in these areas | | | Professional Experience Highlights | | Committees: Audit Technology & Cybersecurity (Chair) | •Aptiv PLC, an automotive technology company: Senior Vice President and Chief Product Officer (since 2022) •National Artificial Intelligence (AI) Advisory Committee of the U.S. National Science Foundation, an independent federal agency that supports science and engineering: Member (since 2023) •Microsoft Corporation, a software and technology company: Chief Technology Officer, AI in Business Applications (2020-2022) and GM of AI Products & Search (2017-2020) •Doppler Labs, an audio technology company: Chief Product Officer (2017) •Nest Labs, Inc., a home automation specialist company that was acquired by Google: Head of Silicon/Architecture Roadmap (2014-2017) and Lead for Silicon/ Architecture Roadmap (2014-2017) | | | Education | | | •M.S. in Mechanical Engineering from the University of California at Berkeley •B.S. in Mechanical Engineering from Georgia Institute of Technology |

  3. Nominees for Director

    | William Wagner | Skills and Qualifications Provided to Our Board | | Age: 57 Independent Director Since: 2023 | •Significant strategic leadership and operational experience at technology and software companies, including as president or chief executive officer •Extensive sales and marketing leadership experience at technology companies •Significant public company board and corporate governance experience, including on the boards of global, public technology and software companies •In-depth knowledge of the technology sector and cybersecurity | | Committees: | Professional Experience Highlights | | Compensation Technology & Cybersecurity | •GoTo Group, Inc. (formerly known as LogMeIn, Inc.), a provider of software-as-a-service and cloud-based remote work tools: President and Chief Executive Officer (2015-2022), President and Chief Operating Officer (2015) and Chief Operating Officer (2013-2014). In 2020, GoTo transitioned from being a publicly-traded company to being privately held. •Vocus, Inc., a cloud marketing software provider: Executive Vice President and Chief Operating Officer (2010-2012) and Chief Marketing Officer (2006-2010) •Fiberlink Communications, a mobile management and security company: Chief Marketing Officer (2000-2006) | | | Other Public Company Boards | | | •Avery Dennison Corp. (October 2022-present) •Semrush Holdings, Inc. (September 2022-present) •Akamai Technologies, Inc. (April 2018-present) •GoTo Group, Inc. (formerly LogMeIn, Inc.) (Public 2015-2020, Private 2020-2022) | | | Education | | | •M.B.A from the Wharton School of Business, University of Pennsylvania •B.A. in History from Lafayette College |

  4. Continuing Directors

    Continuing Directors

  5. Continuing Directors

    | Camille Drummond | Skills and Qualifications Provided to Our Board | | Age: 55 Independent Director Since: 2024 | •Extensive financial and accounting expertise at an international, FTSE10 company •Significant experience leading process transformation within the CFO office •A qualified accountant with expertise in strategy and financial management, including qualifying as a “financial expert” under applicable SEC rules | | Committees: | Professional Experience Highlights | | Audit | BP p.l.c., an integrated energy business with operations globally: Senior Vice President for Global Business Services (GBS) (since 2018), Head of Group Planning and Performance (2016-2018), Global Head of Trading Business Services (2014-2016), Chief Financial Officer of European Gas and Power trading business (2011-2014), Senior Finance Officer (2009-2011), Chief of Staff to Group Deputy CFO (2007-2009), and prior to that various finance roles (1989-2007) | | | Education | | | •M.B.A. from Henley Management College |

  6. Continuing Directors

    | Brunilda Rios | Skills and Qualifications Provided to Our Board | | Age: 58 Independent Director Since: 2023 | •Extensive financial and accounting expertise, including as chief accounting officer of a publicly traded company •Significant experience leading digital and process transformation within the CFO office •Extensive management experience in the technology industry •Expertise in strategy and financial management, including qualifying as a “financial expert” under applicable SEC rules | | Committees: | Professional Experience Highlights | | Audit (Chair) Technology & Cybersecurity | Dell Technologies, a leading technology and IT solutions company: Chief Accounting Officer (since 2020), SVP Global Revenue (2018-2020), VP Corporate Accounting (2016-2018), Executive Director - Corporate Accounting and Reporting (2005-2016), and Dell Financial Services, Corporate and Treasury Accounting Manager (2000-2005) | | | Education | | | •Bachelor’s degree in Accounting and Finance from the University of Puerto Rico | | Therese Tucker | Skills and Qualifications Provided to Our Board | | Age: 62 Director Since: 2001 | •Vision and unique expertise as the Company’s founder •Extensive leadership experience in the finance and technology industry •Operational insight and expertise accumulated as our founder and an executive of our company, including as Chief Executive Officer •Experience in sales, marketing and product development in the technology industry, and deep knowledge of the Company’s customer base and product line | | | Professional Experience Highlights | | | •BlackLine, Inc.: Co-Chief Executive Officer (since 2023), Executive Chair of the Board (2021-2023), and Chief Executive Officer and Founder (2001-2021) •SunGard Treasury Systems, Inc. and SunGard Trading Systems, Inc., providers of software solutions and information technology services: Chief Technology Officer (1997-2001) | | | Education | | | •B.S. in Computer Science and Mathematics from University of Illinois at Urbana-Champaign |

  7. Continuing Directors

    | Thomas Unterman | Skills and Qualifications Provided to Our Board | | Age: 79 Independent Director Since: 2010 | •Substantial experience as an investment professional •Substantial experience as an executive officer of a public company and as a director of private technology companies •Historical knowledge of the Company and ability to bring continuity to the Board •Expertise in strategy and operational and financial management | | | Professional Experience Highlights | | Committees: Compensation Nominating & Corporate Governance | •Rustic Canyon Partners, an early stage venture capital investment firm: Founding partner (since 1999) •Times Mirror Company, a newspaper publishing company that was acquired by Tribune Co.: Executive Vice President and Chief Financial Officer (1992-1999) •Morrison & Foerster, an international law firm: Attorney (1986-1992) •Orrick, Herrington, an international law firm: Attorney (1969-1986) | | | Other Relevant Boards | | | •Various Rustic Canyon Partners portfolio companies •Various civil rights nonprofit organizations | | | Education | | | •B.A. from the Woodrow Wilson School of Public Affairs at Princeton University •J.D. from University of Chicago | | Barbara Whye | Skills and Qualifications Provided to Our Board | | Age: 56 Independent Director Since: 2021 | •Extensive experience in fostering inclusion and diversity •Leadership experience in the technology industry, where she has led and overseen the maturation of strategy at a publicly traded company •In-depth knowledge of the technology sector | | | Professional Experience Highlights | | Committees: Nominating & Corporate Governance (Chair) | •Apple Inc., a consumer electronics and technology company: Vice President of Inclusion and Diversity (since 2021) •Intel Corporation, a semiconductor chip and technology company: Chief Diversity and Inclusion Officer and Corporate Vice President of Social Impact (2017-2021), Director of Strategy and External Alliances (2015-2017), Director of Diversity in Technology Initiative (2015), Director of Global Strategic Initiatives (2009-2015), and Business Operations and Talent Manager (1997-1999) | | | Education | | | •B.S. in Electrical Engineering from the University of South Carolina (USC) •M.B.A. from USC’s Darla Moore School of Business |

  8. Continuing Directors

    | Mika Yamamoto | Skills and Qualifications Provided to Our Board | | Age: 51 Independent Director Since: 2019 | •Leadership and management experience as an executive of a publicly-traded software company. •Significant expertise in enterprise marketing in the software industry •In-depth knowledge of the technology sector and software-as-a-service | | | Professional Experience Highlights | | Committees: Compensation (Chair) | •Freshworks, a cloud-based customer service software company: Chief Customer and Marketing Officer (since 2023) •F5 Networks, Inc., an enterprise network monitoring and technology company: Chief Customer Engagement and Marketing Officer (2019-2023) •Marketo, Inc., an Adobe Company: Global President of Marketo (2018) and then SVP and General Manager of Marketo at Adobe after it was acquired (2018-2019) •SAP SE, an enterprise business application company: Chief Digital Marketing Officer (2017-2018) and Chief Marketing Officer of SMB (2016-2017) •Amazon.com, Inc., a retail and cloud computing company: Head of Marketing & Merchandising - Amazon Books (2015-2016) •Drumroll, a brand experience agency: Growth Officer and Strategist (2013-2015) | | | Education | | | •Bachelor of Commerce, Economics and Marketing from Queen’s University | | Amit Yoran | Skills and Qualifications Provided to Our Board | | Age: 53 Independent Director Since: 2023 | •Extensive background leading technology and software companies, including as president or chief executive officer of three high-growth technology companies •Significant public company board and corporate governance experience, including on the boards of technology and software companies •Extensive cybersecurity experience | | | Professional Experience Highlights | | Committees: Nominating & Corporate Governance Technology & Cybersecurity | •Tenable Holdings, Inc., a cybersecurity company: President (since 2018) and Chief Executive Officer and Chairman (since 2016) •RSA Security, an identity and access management software company: President (2014-2016) and Senior Vice President, Product (2011-2014) •NetWitness, a network forensics company: Chief Executive Officer and Founder (2006-2011) •United States Computer Emergency Readiness Team (US-CERT) program in the U.S. Department of Homeland Security: Founding Director (1997-1998) | | | Other Public Company Boards | | | •Tenable Holdings, Inc. (December 2016-present) | | | Other Relevant Boards | | | •Center for Internet Security (CIS) | | | Education | | | •B.S. in Computer Science from the United States Military Academy at West Point •M.S. in Computer Science from The George Washington University |

  9. Director Not Continuing

    Director Not Continuing

  10. Director Not Continuing

    | Kevin Thompson | Skills and Qualifications Provided to Our Board | | Age: 58 Independent Director Since: 2017 | •Extensive background leading technology and software companies, including as president or chief executive officer of two technology companies •Significant public company board and corporate governance experience, including on the boards of technology and software companies •Expertise in strategy and operational and financial management, including qualifying as a “financial expert” under applicable SEC rules | | | Professional Experience Highlights | | Committees: Audit Compensation | •Tricentis, a company that provides software testing automation and software quality assurance products for enterprise software: Chief Executive Officer and Chairman (since 2021) •SolarWinds Corporation, an enterprise information technology infrastructure management software company: Chief Executive Officer and President (2010-2020), Chief Financial Officer and Treasurer (2006-2010) and Chief Operating Officer (2007-2010) •Surgient, Inc., a software company: Chief Financial Officer (2005-2006) •SAS Institute, a business intelligence software company: Senior Vice President and Chief Financial Officer (2004-2005) •Red Hat, Inc., an enterprise software company: Executive Vice President and Chief Financial Officer (2000-2004) | | | Other Public Company Boards | | | •SolarWinds Corporation (February 2016-December 2020) •Instructure, Inc. (November 2016-February 2020) •Barracuda Networks, Inc. (September 2013-June 2016) •NetSuite Inc. (September 2006-November 2016) | | | Education | | | •B.B.A. from the University of Oklahoma |

  11. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In its evaluation of director candidates, including the members of the Board eligible for re-election, our Nominating and Corporate Governance Committee considers the current size and composition of the Board, the needs of the Board and its respective committees, the directors nominated or designated in accordance with the Stockholders’ Agreement, if applicable, and the desired Board qualifications, expertise and characteristics, including such factors as business experience and diversity. While we do not have a formal policy with respect to diversity, our Nominating and Corporate Governance Committee may consider such factors as differences in professional background, education, skill, race, ethnicity, gender, age and other individual characteristics, qualities and attributes that contribute to the total mix of viewpoints and experience represented on 4 Mr. Wagner joined our Compensation Committee in February 2024. Mr. Yoran served as a member of our Compensation Committee from January 2023 to February 2024, when he was replaced by Mr. Wagner. the Board. Our Board is committed to seeking out highly qualified women and individuals from underrepresented communities and diverse backgrounds, and we will comply with any applicable law or other requirement in this regard. Our Nominating and Corporate Governance Committee has engaged an executive search firm to assist in identifying and recruiting potential candidates for membership on our Board. Our Nominating and Corporate Governance Committee evaluates each individual in the context of the membership of the Board as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests with high character and integrity, and the exercise of sound judgment using its diversity of background and experience in various areas. The Board annually evaluates the performance of the Board and its committees. Our Nominating and Corporate Governance Committee reviews self-assessment questionnaires to evaluate the performance of individual members. In determining whether to recommend a director for re-election, our Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board and the Company, and other qualifications and characteristics determined by the Board. Each director must ensure that other existing and anticipated future commitments do not materially interfere with his or her service as a director. After completing its review and evaluation of director candidates, in accordance with the rules of Nasdaq, our Nominating and Corporate Governance Committee will recommend a director nominee for selection by our Board. Our Board has the final authority in determining the selection of director candidates for nomination to our Board.

  12. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  13. Outside Director Compensation Policy

    Outside Director Compensation Policy Members of our Board who are not employees are eligible for compensation under our Outside Director Compensation Policy, adopted in 2016 in connection with our initial public offering. Mr. Ryan and Ms. Tucker, our Co-CEOs, do not receive compensation under our Outside Director Compensation Policy at any time they are serving as employees of the Company. The Outside Director Compensation Policy was developed in consultation with Compensia, Inc. (“Compensia”), an independent compensation consulting firm. Compensia provided recommendations and competitive non-employee director compensation data and analyses. Our Board considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. Our Board adopted Compensia’s recommendations when it approved our Outside Director Compensation Policy, which we believe provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide and competitive with compensation paid by our peer group companies to their non-employee directors. The Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by Compensia. As part of this analysis, Compensia reviews non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the Compensation Committee in connection with its review of executive compensation. Under our Outside Director Compensation Policy as in effect for fiscal year 2023, non-employee directors received compensation in the form of equity and cash, as described below:

  14. Recent Changes to Outside Director Compensation Policy

    Recent Changes to Outside Director Compensation Policy In the first quarter of fiscal year 2024, as part of a regular review of our Outside Director Compensation Policy, and in consultation with our independent compensation consultant, the Board approved amendments to the Outside Director Compensation Policy to increase each non-employee director’s annual equity award from having a grant date fair value equal to $185,000 to having a grant date fair value equal to $200,000. In addition, the Outside Director Compensation Policy was amended to increase the initial equity award received by a non-employee director from having a grant date fair value equal to $185,000 to having a grant date fair value equal to $200,000. The changes to the initial equity award and annual equity award are effective as of the 2024 annual meeting. Furthermore, effective as of February 14, 2024, each non-employee director who serves on the Technology and Cybersecurity Committee will be eligible to receive an annual cash retainer of $5,000, or in the case of the chair of the Technology and Cybersecurity Committee, an annual cash retainer of $10,000.

  15. Director Compensation Table

    Director Compensation Table The following table provides information regarding compensation of our non-employee directors for service as directors, for the year ended December 31, 2023. The Company reimburses each outside director’s reasonable, customary and properly documented travel expenses to attend Board meetings.

  16. Director Compensation Table

    | Name | Fees Earned or Paid in Cash($)(1) | Option Awards ($) | Stock Awards ($)(2) | Total ($) | | Camille Drummond(5) | — | — | — | — | | Brunilda Rios(6) | 58,222 | — | 262,089(3) | 320,311 | | Owen Ryan(7) | 19,022 | | — | 19,022 | | Kevin Thompson(8) | 57,500 | — | 184,998(3) | 242,498 | | Thomas Unterman(9) | 76,167 | — | 184,998(3) | 261,165 | | Sophia Velastegui(10) | 50,000 | — | 184,998(3) | 234,998 | | William Wagner(11) | 9,891 | — | 123,325(4) | 133,216 | | Barbara Whye(12) | 48,000 | — | 184,998(3) | 232,998 | | Mika Yamamoto(13) | 55,000 | — | 184,998(3) | 239,998 | | Amit Yoran(14) | 50,789 | — | 262,089(3) | 312,878 |

  17. Director Compensation Table

    _________________ (1)The amount shown reflects an annual cash retainer for such director’s service as a member of our Board and, if applicable, Lead Independent Director, Chair of our Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee, or membership on our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. The Technology and Cybersecurity Committee was formed in February 2024, and therefore no cash retainers were paid in the year ended December 31, 2023 in connection with that committee. (2)RSUs are shown at their aggregate grant date fair value in accordance with authoritative accounting guidance on stock compensation. The fair value of each RSU is measured based on the closing price of our common stock on the date of grant. (3)Messrs. Thompson, Unterman, and Yoran and Mses. Rios, Velastegui, Whye, and Yamamoto were each awarded RSUs covering 3,387 shares of our common stock on May 10, 2023. 100% of the shares subject to the RSUs will vest upon the earlier of May 10, 2024 or the day prior to our next annual meeting of stockholders, subject to each of their continued services with us through such date. (4)Upon joining our Board on October 2, 2023, Mr. Wagner was awarded RSUs covering 2,291 shares of our common stock. 100% of the shares subject to the RSUs will vest on May 8, 2024, subject to his continued service with us through such date. (5)Upon joining our Board on March 15, 2024, Ms. Drummond was awarded RSUs covering 470 shares of our common stock. 100% of the shares subject to the RSUs will vest on May 8, 2024, subject to her continued service with us through such date. Ms. Drummond did not hold any RSUs as of December 31, 2023. (6)Ms. Rios held 3,387 RSUs as of December 31, 2023. (7)Mr. Ryan held stock options to purchase a total of 2,874 shares of our common stock as of December 31, 2023. Mr. Ryan’s fees were pro-rated for the portion of the year for which he served as Lead Independent Director and as a member of the Audit Committee until his resignation from each of these position in connection with his appointment to Co-CEO in March 2023. (8)Mr. Thompson held 3,387 RSUs, and stock options to purchase a total of 4,396 shares of our common stock, as of December 31, 2023. (9)Mr. Unterman held 3,387 RSUs as of December 31, 2023. (10)Ms. Velastegui held 3,387 RSUs as of December 31, 2023. (11)Mr. Wagner held 2,291 RSUs as of December 31, 2023. (12)Ms. Whye held 3,387 RSUs as of December 31, 2023. (13)Ms. Yamamoto held 3,387 RSUs, and stock options to purchase a total of 766 shares of our common stock as of December 31, 2023. (14)Mr. Yoran held 3,387 RSUs as of December 31, 2023.

  18. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our Board is currently comprised of eleven directors and is divided into three staggered classes of directors. At the annual meeting, three Class II directors will be elected to our Board by the holders of our common stock to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  19. Nominees for Director

    Nominees for Director Our Nominating and Corporate Governance Committee has recommended to our Board, and upon such recommendation, our Board has nominated Mr. Ryan, Ms. Velastegui, and Mr. Wagner for re-election as Class II directors at the 2024 annual meeting of stockholders. Mr. Wagner is standing for election by stockholders for the first time. He was initially recommended for consideration as a director by the Nominating and Corporate Governance Committee by a third-party search firm. If elected, Mr. Ryan, Ms. Velastegui, and Mr. Wagner will serve as Class II directors until the 2027 annual meeting and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. For more information concerning the nominees, please see the section entitled “Board of Directors and Corporate Governance.” Mr. Ryan, Ms. Velastegui, and Mr. Wagner have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. If a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee who may be proposed by our Nominating and Corporate Governance Committee and designated by the present Board to fill the vacancy.

  20. 2023 Executive Compensation Highlights

    | Alignment of performance metrics with key strategic objectives | •Identifying and selecting the right performance metrics for our performance-based compensation is key to incentivizing our executives to achieve our strategic plan, which promotes the interest of our stockholders. •In 2023, our strategic focus was to grow our top-line toward profitability in a manner aligned with our long-term planning. With this in mind, we modified the performance metrics used in both our annual cash bonus plan and performance-based restricted stock unit awards (“PSUs”): ◦The annual cash bonus plan design was based on revenue (as in prior years) but we switched to the use of a non-GAAP operating margin metric from non-GAAP net income so that our focus on responsible growth is clear. Additionally, we determined that the portion of the annual cash bonus that we previously determined on a discretionary basis after the end of the year will instead be assessed against previously-established objectives and key results. ◦The shift to the use of non-GAAP operating margin was also made in our PSU awards along with revenue and annualized recurring revenue (which were also used in 2022). •We moved away from a discretionary component in our annual bonus plan whereby results were determined entirely after completion of the year to a process of establishing key financial and non-financial objectives with identified key results (OKRs) so that we can assess performance against these OKRs after the year was completed. •We understand that some investors prefer that there not be overlap between the goals for our annual bonuses and long-term equity incentive awards and considered that in our goal setting for 2023, but ultimately determined that the importance of focusing on responsible growth justified the use of the same metrics in both plans. For 2024, we moved away from the use of overlapping metrics between our annual bonus and long-term equity. The 2024 annual bonus is tied to equally-weighted metrics of revenue and non-GAAP operating margin. The 2024 PSU award is tied 50% to annualized recurring revenue (ARR) to be determined in three annual tranches and 50% to relative total shareholder return (“TSR”) measured over a three-year period. | | Market-based base salary increases | •We adjusted the base salaries of each of our NEOs in 2023, in each case to better align their base salaries with our competitive market and their expected contributions to our business. | | Continued focus on executive recruitment and retention | •While we seek to develop our executive compensation program so that it closely aligns with our pay-for-performance philosophy and rewards achievement of performance goals, this objective must complement other important objectives, including the hiring and retention of executives. •To improve recruitment and strengthen retention, we continued our practice in 2023 of granting each NEO a portion of their annual equity awards in RSUs that vest solely over a time-based schedule and are not tied to Company performance with the remaining portion of their annual equity awards granted in PSUs as discussed below. •As described in last year’s proxy statement, in connection with retention grants made to other executives in December 2022, we made a retention grant in January 2023 for Ms. Tucker. During our stockholder engagement process, we heard clearly from some stockholders that they disfavor special retention awards and we do not intend to make any in the future without unique circumstances. |

  21. Our Compensation Philosophy

    Our Compensation Philosophy We are committed to developing a compensation program that rewards our executives in direct alignment with the achievement of both near- and long-term business and strategic objectives (i.e., pay-for-performance). In furtherance of this objective, our Compensation Committee routinely considers appropriate adjustments to the design of our compensation program to reflect our strategic direction and evolving needs of our business. Additionally, our Compensation Committee seeks to set compensation levels for our executive officers at competitive levels so that we can attract, retain, and motivate highly qualified executives to contribute to our success. In assessing the overall compensation for executive officers, the Compensation Committee generally considers our financial performance, stockholder returns and position vs. selected peers, market compensation data, executive’s performance, awards given in previous years, and recommendations of our independent consultant. When making executive compensation decisions, the Compensation Committee is guided by the following principles: •Attracting and retaining senior executives with the right expertise necessary to achieve our strategic objectives and grow our organization. •Paying for performance to ensure that a significant portion of executives’ compensation is realized when the organization meets its financial results. •Aligning interests of our executives with stockholders to ensure that executives’ compensation payouts align with the achievement of results that are correlated with long-term value and stock price appreciation. •Rewarding achievement by providing appropriate levels of awards for attaining both short-term and long-term financial results. Our 2023 executive compensation program consisted of the following core elements: •base salary; •annual cash bonuses; •long-term equity compensation (RSUs and PSUs); and •retirement and health benefits on the same terms as for similarly situated non-executive employees.

  22. Executive Compensation Policies and Practices

    | What we do ✔ Independent Compensation Committee Advisor. The Compensation Committee engaged its own independent compensation consultant to assist with the design of the 2023 executive compensation program. ✔ Annual Executive Compensation Review. The Compensation Committee conducts an annual review of compensation for our NEOs and a review of compensation-related risks. ✔ Compensation At-Risk. The executive compensation program is designed so that a significant portion of executive annual compensation is “at risk” to align the interests of our NEOs and our stockholders. The 2023 Bonus Plan achievement for our NEOs was 42.7% of target based on the challenging goals set by the Compensation Committee and its review of our performance. ✔ Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest over multiple years and generally no portion of these awards vests until approximately 12 months after the grant date, consistent with current market practice and our retention objectives. ✔ Limited Perquisites. We provide minimal perquisites and other personal benefits to our NEOs, except where they serve a legitimate business purpose. ✔ Stock Ownership Guidelines. We have robust stock ownership guidelines in order to encourage stock ownership among our directors and executive officers. ✔ Clawback policy. In 2023, our Board adopted a Compensation Recovery Policy that satisfies new Nasdaq listing standards regarding clawback policies. Our Compensation Recovery Policy provides for the recoupment of certain incentive-based compensation in the event the Company is required to restate its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws. | What we don't do ✘ No “Golden Parachute” Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our NEOs might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”). ✘ No Special Retirement Plans. We do not offer, nor do we have plans to provide, pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements exclusively to our NEOs. ✘ No Special Health and Welfare Benefits. Our NEOs participate in the same Company-sponsored health and welfare benefits programs as our other full-time, salaried employees. ✘ No “Single Trigger” Change of Control Arrangements. No change of control payments or benefits are triggered simply by the occurrence of a change of control. All change-of-control payments and benefits are based on a “double-trigger” arrangement (that is, they either require both a change of control of the Company plus a qualifying termination of employment before payments and benefits are paid or, in the case of certain performance awards, require a change of control of the Company and the award is not assumed in the acquisition). ✘ No Hedging or Pledging. We have a policy that restricts employees from hedging our securities or pledging our securities as collateral. |

  23. Compensation-Setting Process

    Compensation-Setting Process We do not establish a specific target for setting the target total direct compensation opportunity of our NEOs. When determining and setting the amount of each compensation element, the Compensation Committee considers the following factors: •our performance against the financial and operational objectives established by the Compensation Committee and our Board; •each individual NEO’s skills, experience, and qualifications relative to other similarly situated executives at the companies in our compensation peer group; •the scope of each NEO’s role compared to other similarly situated executives at the companies in our compensation peer group; •the performance of each individual NEO, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; •compensation parity among our NEOs; •with respect to NEOs other than our Co-CEOs, the recommendations of the Co-CEOs; and •the compensation practices of our compensation peer group and the positioning of each NEO’s compensation in a ranking of peer company compensation levels. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunities for each NEO.

  24. Role of Management

    Role of Management The Compensation Committee believes each of our Co-CEOs, CFO, Chief People Officer, and CLAO has valuable insight into the contributions of our NEOs and solicits advice and input from each with respect to performance objectives under our annual bonus plan. In addition, our CFO provides input with respect to the establishment of metrics and targets for our annual incentive plan and our performance-based equity awards. Our Co-CEOs also provide input with respect to adjustments to annual base salaries, annual cash bonus opportunities, long-term equity incentive compensation opportunities, program structures, and other compensation-related matters for our NEOs (other than with respect to their own compensation). The Compensation Committee reviews and discusses this advice and input, along with the information, analysis and other advice it receives from its independent compensation consultant and uses them as factors in determining and approving the compensation for our NEOs. None of our officers is involved in decisions regarding their own compensation.

  25. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2023, the Compensation Committee retained Compensia to serve as its compensation advisor. This compensation consultant serves at the discretion of the Compensation Committee. During 2023, Compensia regularly attended the meetings of the Compensation Committee and provided the following services: •consulting with the Compensation Committee Chair and other members between Compensation Committee meetings; •providing competitive market data based in part on the compensation peer group for our NEO positions and evaluating how the compensation we pay our NEOs compares both to our performance and to how the companies in our compensation peer group compensate their executives; •assessing executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; •providing competitive market data based on the compensation peer group for our Board and evaluating how the compensation we pay the non-employee members of our Board compares to how the companies in our compensation peer group compensate their boards of directors; and •reviewing market equity compensation practices, including “burn rate” and “overhang.” In 2023, Compensia did not provide any services to us other than the consulting services provided to the Compensation Committee. The Compensation Committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation. The Compensation Committee has considered the six specific independence factors adopted by the SEC and reflected in the listing standards of Nasdaq and determined that the work of Compensia did not raise any conflicts of interest.

  26. Competitive Positioning

    Competitive Positioning To compare our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group were selected on the basis of their similarity to us in size and industry focus. For 2023 pay decisions, the Compensation Committee used compensation data derived from the compensation peer group as updated in August 2022. The companies in this compensation peer group were selected on the basis of their similarity to us, based on these criteria: •similar revenue size - ~0.5x to ~2.0x our last four fiscal quarter revenue of approximately $473 million (for Q4 of 2022); •similar market capitalization - ~0.3x to ~3.0x our market capitalization of approximately $4.0 billion (around the time of the peer group review in August 2022); •similar revenue growth and market-capitalization to revenue ratio; •industry - application software, internet services and infrastructure, and systems software; •executive positions similar in breadth, complexity, and/or scope of responsibility; and •competitors for executive talent. After consultation with Compensia, the Compensation Committee approved the following compensation peer group for 2023 compensation decisions:

  27. Competitive Positioning

    | Alteryx | New Relic | Rapid7 | | AppFolio | PagerDuty | Smartsheet | | Appian | Paylocity Holding | SPS Commerce | | Coupa Software | Procore Technologies | Tenable Holdings | | Five9 | Q2 Holdings | Varonis Systems | | nCino | Qualys | Workiva |

  28. Competitive Positioning

    To analyze the executive compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings. This information is supplemented with survey data from the Radford Global Compensation Survey database of companies that are similar to us in revenue, market capitalization and industry for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. This market data was then used as a reference point for the Compensation Committee to assess our current executive compensation levels in its deliberations on compensation forms and amounts. The market data reviewed in setting the compensation of our Co-CEOs was the average of the data shown in public filings for each peer company’s CEO and second-highest paid executive, a typical approach based on Compensia’s experience. The Compensation Committee reviews our compensation peer group at least annually and adjusts its composition, taking into account changes in both our business and the businesses of the companies in the peer group.

  29. Stockholder Advisory Votes on Named Executive Officer Compensation and Stockholder Engagement

    | What we heard | How we responded | | Longer Performance Periods. Many stockholders expressed a perspective that the one-year performance periods we have been using for our long-term incentive plan should instead measure performance over longer periods. | In our 2024 long-term equity incentive awards, a portion is now tied to our three-year performance as compared to an industry index. | | More Disclosure. We heard that stockholders would like more information about how performance metrics for annual and long-term incentives are selected, and the rationale for changes. | In this proxy statement, we have provided more information regarding such reasoning and intend to continue providing this type of disclosure. | | Long-term Incentive Metrics. Some stockholders expressed an interest in having long-term incentive metrics that are tied to the Company’s stock price performance over a three or more year period. | In our 2024 long-term equity incentive awards, 50% is now tied to our three-year TSR performance relative to an industry index. | | Avoid Overlapping Metrics. Some investors indicated a preference that there not be overlap between the goals for our annual bonuses and long-term equity incentive awards. | The Compensation Committee considered this in our goal setting for 2023, but ultimately, given strategic and leadership transitions during the year, it determined that the importance of focusing on responsible growth justified the use of the same metrics in both plans for 2023. However, as discussed above, for 2024, we moved away from the use of overlapping metrics between our annual bonus and long-term equity. | | Co-CEO Matters. Some stockholders asked for more information regarding the decision to implement a Co-CEO structure and how the Compensation Committee assessed the initial compensation arrangements for our Co-CEOs and how it will be assessed going forward. | In this proxy statement, we have provided more information on our reasoning underlying this and intend to continue providing this type of disclosure. |

  30. Individual Compensation Elements

    Individual Compensation Elements In 2023, the primary elements of our executive compensation program consisted of base salary, an annual cash bonus opportunity, and long-term equity incentive compensation in the form of RSU and PSU awards.

  31. Annual Cash Bonus Opportunities

    Annual Cash Bonus Opportunities Each NEO participated in the 2023 Bonus Plan, which was designed to motivate our NEOs to drive “top line” growth (using a revenue goal) as well as “bottom line” profitability (using a non-GAAP operating margin goal). Additionally, 20% of the performance under the bonus plan was determined based on our performance against a set of objectives and key results that were established early in 2023 and focused on: driving responsible, profitable growth at scale; delivering valuable solutions, support, and services to the market; delivering experiences that customers value; and continuing our development of an agile, inclusive, and highly engaged workforce. Each NEO was assigned a target annual cash bonus opportunity for 2023, representing a percentage of his or her annual base salary. In February 2023, the Compensation Committee reviewed the target annual cash bonus opportunities of our NEOs for 2023, taking into consideration a competitive market analysis prepared by Compensia, and the recommendations of our Co-CEOs (for all NEOs other than our Co-CEOs). No adjustments were made to the cash bonus opportunity for any of our NEOs. The 2023 target annual cash bonus opportunities of the NEOs were as follows:

  32. Annual Cash Bonus Opportunities

    | NEO | 2023 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Cash Bonus Opportunity | | Therese Tucker | 100% | $485,000 | | Owen Ryan | 100% | $485,000(1) | | Mark Partin | 70% | $301,000 | | Karole Morgan-Prager | 50% | $205,000 | | Mark Woodhams | 100% | $412,000 |

  33. Annual Cash Bonus Opportunities

    (1) Mr. Ryan’s 2023 target annual cash bonus opportunity was prorated to $399,959 for his partial year of service as Co-CEO and employee of the company from March 6, 2023 Each NEO participant in the 2023 Bonus Plan was eligible to earn a payment with respect to the financial portion applicable to his or her target annual cash bonus opportunity depending on our actual performance for the year as measured against the financial performance components, and additional amounts under the discretionary component of the 2023 Bonus Plan. As described in the section “2023 Bonus Plan Performance Matrix” below, overperformance against the bonus plan components could result in payments in excess of each NEO's target opportunity, while underperformance would result in payments below that target opportunity, or in no payment being earned with respect to one or more components. 2023 Bonus Plan Performance Matrix In March 2023, the Compensation Committee, with input from management, approved revenue and non-GAAP operating margin as the performance measures for the financial component under the 2023 Bonus Plan. The Compensation Committee selected these performance measures because it believed that they were appropriate drivers for our business as they provided a balance between growing our business, and managing our expenses, which enhance stockholder value over the short term. The 2023 Bonus Plan was to be funded based on (i) the extent of our achievement against the target level of each of the financial metrics and (ii) the discretion exercised by the Compensation Committee under the discretionary component, all as set forth below:

  34. Annual Cash Bonus Opportunities

    | 2023 Bonus Plan Performance Measure | Category | Target Level | Weighting (%) | | Revenue | Financial Component | $602.8 million | 50% | | Non-GAAP Operating Margin | Financial Component | 8.5% | 30% | | Objectives and Key Results | Mix of financial and non-financial | N/A | 20% |

  35. Annual Cash Bonus Opportunities

    The revenue measure funded with respect to that performance measure as follows:

  36. Annual Cash Bonus Opportunities

    | Percentage Achievement of 2023 Revenue target* | Payment Percentage of Revenue Measure* | | 98.1% | 60% | | 100.0% | 100% | | 104.0% | 200% |

  37. Annual Cash Bonus Opportunities

    The non-GAAP operating margin measure funded with respect to that performance measure as follows:

  38. Annual Cash Bonus Opportunities

    | Percentage Achievement of 2023 non-GAAP Operating Margin target* | Payment Percentage of non-GAAP Operating Margin Measure* | | 85.4% | 50% | | 100.0% | 100% | | 150.0% | 125% |

  39. Annual Cash Bonus Opportunities

    _________________ *If Revenue and Non-GAAP Operating Margin achievement during 2023 is between the percentage levels identified above, then the payment percentage with respect to the applicable performance metric is calculated based on a linear interpolation between those levels (rounded to one decimal). For purposes of the 2023 Bonus Plan, the financial performance measures had the following meanings:

  40. Annual Cash Bonus Opportunities

    | Performance Measure | Meaning | | Revenue | “Revenue” is defined as the sum of the Company’s subscription, support, and professional services revenue; all determined under U.S. GAAP, excluding revenue from acquisitions completed during the Company’s applicable fiscal year. | | Non-GAAP Operating Margin | “Non-GAAP Operating Margin” is defined as the Company’s Non-GAAP income from operations divided by its total Revenue. “Non-GAAP income from operations” is defined as the Company’s GAAP income (loss) from operations, adjusted for: amortization of intangible assets, stock-based compensation, the change in the fair value of contingent consideration, transaction-related costs, legal settlement gains and costs, restructuring charges, impairment charges related to goodwill, impairment charges related to tangible and intangible assets, and the costs of natural disasters. |

  41. Annual Cash Bonus Opportunities

    Twenty percent of our 2023 Bonus Plan target is based on progress against corporate objectives and key results (OKRs) that are focused on: driving responsible, profitable growth at scale; delivering valuable solutions, support, and services to the market; delivering experiences that customers value; and continuing our development of an agile, inclusive, and highly engaged workforce. Our corporate OKRs were established in the first quarter of 2023 and our Board and Compensation Committee review our progress against an OKR scorecard. The aggregate progress against OKRs for the year results in this portion of the bonus target able to be earned, comprising from 0-20% of the total bonus opportunity. 2023 Bonus Plan Decisions In February 2024, the Compensation Committee reviewed our overall performance for 2023, including performance against the performance measures established under the 2023 Bonus Plan. Using the 2023 Bonus Plan performance measures, the discretion it reserved under the discretionary component, the target performance, actual performance and relative weighting were as follows:

  42. Annual Cash Bonus Opportunities

    | Performance Measure | Target Performance Level | Actual Performance Level | Per Measure Payment Percentage | Weighted Payment Percentage | | Revenue | $602.8 million | $589.1 million | —% | —% | | Non-GAAP Operating Margin | 8.5% | 16.2% | 125% | 37.5% | | Objectives and Key Results (OKRs) | N/A | N/A | 26% | 5.2% | | Total | | | | 42.7% |

  43. Annual Cash Bonus Opportunities

    The Compensation Committee determined the payment percentage under the corporate OKRs based on positive results with respect to increasing the number of premier customers, beating our goals with respect to growth and profitability, and increasing our services revenue. On the other hand, our customer acquisition costs exceeded our targets, we slightly missed our goals with respect to downtime, and our employee engagement scores were below where we targeted. Based on achievement of these financial performance measures and the OKRs, the 2023 Bonus Plan was funded at 42.7% of the target amount for each of our NEOs. The target annual cash bonus opportunities and the actual cash bonus payments made to the NEOs for 2023 are as follows:

  44. Annual Cash Bonus Opportunities

    | NEO | Target Annual Cash Bonus Opportunity | Total Actual 2023 Cash Bonus Payment | | Therese Tucker | $485,000 | $207,095 | | Owen Ryan(1) | $485,000 | $170,782 | | Mark Partin | $301,000 | $128,527 | | Karole Morgan-Prager | $205,000 | $87,535 | | Mark Woodhams | $412,000 | $175,924 |

  45. Annual Cash Bonus Opportunities

    _________________ (1) The target annual cash bonus opportunity for Mr. Ryan for 2023 was prorated to $399,959 for his partial year of service as Co-CEO and an employee of the Company, beginning on March 6, 2023.

  46. Long-Term Equity Compensation

    Long-Term Equity Compensation The Compensation Committee believes long-term equity compensation is an effective means for focusing our NEOs on driving increased stockholder value over a multi-year period, providing a meaningful reward for appreciation in our stock price and long-term value creation, and motivating them to remain employed with us. Annual Long-Term Equity Awards In February and March 2023, the Compensation Committee determined the sizes of the 2023 equity awards for our NEOs and granted equity awards to all our NEOs in the form of 50% RSU awards and 50% PSU awards. Ms Tucker’s and Mr. Ryan’s awards were determined in connection with establishing their employment arrangements as our Co-CEOs based on CEO compensation at our peer companies and in consideration of the size of an initial equity grant that would be required to hire a CEO from outside the Company. As with their other elements of compensation, the Compensation Committee determined the amount of long-term equity incentive compensation for our other NEOs for 2023 as part of its annual compensation review and after taking into consideration a competitive market analysis, the recommendations of our Co-CEOs, each NEO’s skills, experience, and role within the organization, the outstanding equity holdings of each NEO (including the vested and unvested status of such equity holdings), the proportion of our total shares outstanding used for annual employee long-term equity compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, and the other factors described above.

  47. Long-Term Equity Compensation

    | NEO | RSUs (number of shares)1 | PSUs (number of shares)2 | Equity Awards (Targeted Grant Value) | | Therese Tucker | 69,880 | 69,880 | $10,000,000 | | Owen Ryan | 69,880 | 69,880 | $10,000,000 | | Mark Partin | 34,940 | 34,940 | $5,000,000 | | Karole Morgan-Prager | 23,060 | 23,060 | $3,300,000 | | Mark Woodhams | 20,970 | 20,970 | $3,000,000 |

  48. Long-Term Equity Compensation

    _________________ (1) The number of shares was determined by dividing 50% of the targeted grant value by the 30-trading day average price ended on February 28, 2023 and rounding up to the nearest 10 shares. (2) The number of shares was determined by dividing 50% of the targeted grant value by the 30-trading day average price ended on February 28, 2023 and rounding up to the nearest 10 shares. Each of the RSU awards listed in the table above vests as to 25% of the shares underlying the award on February 20, 2024 and as to 1/16th of the shares underlying the award each quarter thereafter, subject to the NEO’s continued service with us through the applicable date. Each of the PSU awards listed in the table above vests as to one-third of the shares underlying the award on each of February 20, 2024, 2025 and 2026, in each case subject to the NEO’s continued service with us through the applicable date, and in each case subject to our satisfaction of applicable performance-based conditions for the calendar year preceding the vesting date. These performance goals will be determined on an annual basis. The performance goals for vesting of the PSU awards, which were eligible to vest on February 20, 2024, were determined at the time of grant, relate to our performance in 2023, and are detailed in the section “2023 PSU Performance Matrix” below. All of these awards are subject to additional vesting acceleration as described in the “Potential Payments Upon Termination or Change of Control” section below. 2023 PSU Performance Matrix In February 2023, the Compensation Committee, with input from management, approved revenue, annualized recurring revenue (“ARR”), and non-GAAP operating margin as the performance measures for the portion of each of the 2022 and 2023 PSUs eligible to vest on February 20, 2024. The Compensation Committee selected these performance measures because it believed that they were appropriate drivers for our business as they provided a balance between growing our business and managing our expenses, which enhance stockholder value over the short term (as noted above, we have shifted to the use of longer performance periods in our 2024 long-term incentive awards). In all cases, the revenue and non-GAAP operating margin targets and scales were designed to ensure self-funding at every point along the curve. The portion of the 2022 and 2023 PSUs eligible to vest on February 20, 2024 was determined to be available for vesting based on the extent of our achievement against the target level of each of the financial metrics, as set forth below:

  49. Long-Term Equity Compensation

    | 2023 PSU Plan Performance Measure | Target Level | Weighting | | Revenue | $602.8 million | 40% | | ARR | $627.2 million | 30% | | Non-GAAP Operating Margin | 8.5% | 30% |

  50. Long-Term Equity Compensation

    The portion of the 2023 PSUs scheduled to vest on February 20, 2024 that is subject to the revenue metric will be available for vesting based on attainment of that performance metric as follows with the threshold performance required for our Revenue target increased from 97.5% in 2022 to 98.1% in 2023 (based on changes to our annual operating plan). Because our threshold performance requirement was higher, we made a corresponding increase in the amount earned at the threshold. The final scale for 2023 was as follows:

  51. Long-Term Equity Compensation

    | Percentage Achievement of 2023 Revenue target* | Percentage of Subject Award Available for Vesting* | | 98.1% | 60% | | 100.0% | 100% | | 104.0% and above | 150% |

  52. Long-Term Equity Compensation

    The portion of the 2023 PSUs scheduled to vest on February 20, 2024 that is subject to the ARR metric will be available for vesting based on attainment of that performance measure as follows:

  53. Long-Term Equity Compensation

    | Percentage Achievement of 2023 ARR target* | Percentage of Subject Award Available for Vesting* | | 96.8% | 50% | | 100.0% | 100% | | 110.0% and above | 150% |

  54. Long-Term Equity Compensation

    The portion of the 2023 PSUs scheduled to vest on February 20, 2024 that is subject to the non-GAAP operating margin metric will be available for vesting based on attainment of that performance measure as follows:

  55. Long-Term Equity Compensation

    | Percentage Achievement of 2023 non-GAAP operating margin target* | Percentage of Subject Award Available for Vesting* | | 85.4% | 50% | | 100.0% | 100% | | 150% | 150% |

  56. Long-Term Equity Compensation

    _________________ *If Revenue, ARR or non-GAAP operating margin achievement during 2023 is between the percentage levels identified above, then the payment percentage with respect to the applicable performance metric is calculated based on a linear interpolation between those levels (rounded to the nearest hundred thousand dollars). For purposes of the portion of the 2023 PSUs scheduled to vest on February 20, 2024, the financial performance measures had the following meanings:

  57. Long-Term Equity Compensation

    | Performance Measure | Meaning | | Revenue | “Revenue” is defined as the sum of the Company’s subscription, support, and professional services revenue; all determined under U.S. GAAP, excluding revenue from acquisitions completed during the Company’s applicable fiscal year. | | ARR | “ARR” is defined as contracted annualized recurring subscription and support revenue. ARR denominated in a currency other than USD shall be revalued using foreign exchange rates as of the balance sheet date for each quarterly reporting period. ARR shall exclude the impact of acquisitions completed during the Company’s applicable fiscal year. | | Non-GAAP Operating Margin | “Non-GAAP Operating Margin” is defined as the Company’s Non-GAAP income from operations divided by its total Revenue. “Non-GAAP income from operations” is defined as the Company’s GAAP income (loss) from operations, adjusted for: amortization of intangible assets, stock-based compensation, the change in the fair value of contingent consideration, transaction-related costs, legal settlement gains and costs, restructuring charges, impairment charges related to goodwill, impairment charges related to tangible and intangible assets, and the costs of natural disasters. |

  58. Long-Term Equity Compensation

    2023 PSU Performance Decisions In February 2024, the Compensation Committee reviewed our overall performance for 2023, including performance against the performance measures established for 2023 under the PSU awards described above. Considering the performance measures established for those awards, the target performance, actual performance, and percent available for vesting before relative weighting were as follows:

  59. Long-Term Equity Compensation

    | Performance Measure | Target Performance Level | Actual Performance Level | Pre-Weighting Vesting Percentage | Weighted Vesting Percentage | | Revenue | $602.8 million | $589.1 million | —% | —% | | ARR | $627.2 million | $602.0 million | —% | —% | | Non-GAAP Operating Margin | 8.5% | 16.2% | 150% | 45% | | Total | | | | 45% |

  60. Long-Term Equity Compensation

    Based on this level of achievement, the Compensation Committee determined that, with respect to the shares eligible to vest on February 20, 2024 under the 2023 PSU awards, 45% of the target amount for each of our NEOs were eligible to vest. The numbers of shares available for vesting on February 20, 2024 under the 2023 PSUs for each of our NEOs are as follows:

  61. Long-Term Equity Compensation

    | Named Executive Officer | Target 2022 and 2023 PSUs Eligible to Vest on 2/20/2024 (Number of Shares) | Total 2022 and 2023 PSUs Earned and Vested on 2/20/2024 (Number of shares) | | Therese Tucker | 23,293 | 10,481 | | Owen Ryan | 23,293 | 10,481 | | Mark Partin | 22,519 | 10,132 | | Karole Morgan-Prager | 13,339 | 6,001 | | Mark Woodhams | 13,513 | 6,080 |

  62. Perquisites, Special Bonuses and Other Personal Benefits

    Perquisites, Special Bonuses and Other Personal Benefits Currently, we do not view perquisites, special bonuses, or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites, special bonuses, or other personal benefits to our NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment and retention purposes.

  63. Post-Employment Compensation

    Post-Employment Compensation We entered into written participation agreements under our Change of Control and Severance Policy (the “Policy”) with each of our NEOs (other than Ms. Tucker and Mr. Ryan) and a written employment agreement with Ms. Tucker and Mr. Ryan, providing for change of control and severance payments and benefits. On March 5, 2023, in connection with Ms. Tucker’s transition to become Co-CEO, we entered into an employment agreement providing for post-employment compensation with Ms. Tucker, which supersedes her prior employment agreement. On March 5, 2023, in connection with Mr. Ryan’s transition to become Co-CEO, we entered into an employment agreement providing for post-employment compensation with Mr. Ryan. We believe that having in place reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive and our investors. All payments and benefits in the event of a change of control of the Company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change of control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction. We do not use excise tax payments (or “gross-ups”) relating to a change of control of the Company and have no such obligations in place with respect to any of our NEOs. For information on the change of control and severance agreements for the NEOs, as well as an estimate of the potential payments and benefits payable under these agreements as of the end of 2023, see “Executive Employment Arrangements” and “Potential Payments Upon Termination or Change of Control” below.

  64. Summary Compensation Table

    Summary Compensation Table The following table presents information concerning the total compensation of our NEOs for services rendered to us in all capacities during the years ended December 31, 2023, 2022, and 2021.

  65. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Performance Stock Awards ($)(1)(3) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Therese Tucker(6) | 2023 | 468,833 | 6,286,793 | 1,564,591 | — | 207,095 | — | 8,527,312 | | Co-CEO | 2022 | 340,000 | 4,935,302 | — | — | 211,570 | — | 5,486,872 | | | 2021 | 328,000 | 2,087,842 | — | 2,006,179 | 283,555 | 1,567 | 4,707,143 | | Owen Ryan(7) | 2023 | 398,655 | 4,693,840 | 1,564,591 | — | 170,782 | 13,200 | 6,841,068 | | Co-CEO | | | | | | | | | | Marc Huffman(8) | 2023 | 91,025 | — | — | — | — | 611,674 | 702,699 | | Former President and Former Chief Executive Officer | 2022 | 493,750 | 4,935,302 | 16,020,535 | — | 410,020 | 12,300 | 21,871,907 | | | 2021 | 475,000 | 2,504,964 | — | 2,505,522 | 547,514 | 13,686 | 6,046,686 | | Mark Partin | 2023 | 425,000 | 2,346,920 | 1,512,601 | — | 128,527 | 13,200 | 4,426,248 | | Chief Financial Officer | 2022 | 405,000 | 6,184,024 | 822,651 | — | 235,351 | 12,200 | 7,659,226 | | | 2021 | 387,500 | 1,252,482 | — | 1,252,761 | 269,723 | 13,889 | 3,176,355 | | Karole Morgan-Prager | 2023 | 405,000 | 1,548,940 | 895,981 | — | 87,535 | 13,200 | 2,950,656 | | Chief Legal and Administrative Officer | 2022 | 385,000 | 3,937,668 | 427,706 | — | 159,908 | 32,552 | 4,942,834 | | | 2021 | 367,500 | 710,446 | — | 710,086 | 213,242 | 495,437 | 2,496,711 | | Mark Woodhams | 2023 | 409,000 | 1,408,555 | 907,668 | — | 175,924 | 12,100 | 2,913,247 | | Chief Revenue Officer | 2022 | 391,667 | 3,391,807 | 493,530 | — | 328,016 | 12,200 | 4,617,220 | | | 2021 | 380,000 | 835,360 | — | 835,515 | 438,012 | 33,723 | 2,522,610 |

  66. Summary Compensation Table

    _________________ (1)The amounts in this column represent the aggregate grant date fair value of stock and option awards as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 or ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in these columns are set forth in Note 2 to our financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (2)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of the RSUs granted to our NEOs in fiscal 2023, 2022, and 2021. (3)The amounts reported in the Performance Stock Awards Column reflect the aggregate grant date fair value of the PSUs granted to our NEOs in fiscal 2023 and 2022, as computed in accordance with ASC Topic 718. For fiscal 2023, the estimated fair value of PSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the date on which the PSUs were granted for accounting purposes. For PSUs approved in years prior to 2023 for which performance conditions were approved in 2023, the grant date for purposes of this disclosure is deemed to be in 2023. PSUs vest upon achievement of corporate performance goals. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of the fiscal 2023 PSUs assuming that the highest level of performance is achieved under the applicable performance measures is presented below. The estimated grant date fair value for these PSUs presented in the table above is different from (and lower than) the maximum value set forth below. These amounts do not necessarily correspond to the actual value recognized by our NEOs.

  67. Summary Compensation Table

    | Name | Maximum Value of 2023 PSUs | | Therese Tucker | $2,346,853 | | Owen Ryan | $2,346,853 | | Marc Huffman | N/A | | Mark Partin | $2,268,869 | | Karole Morgan-Prager | $1,343,937 | | Mark Woodhams | $1,361,468 |

  68. Summary Compensation Table

    (4)The amounts in this column represent annual incentives earned under our bonus plans for the applicable fiscal year. (5)In 2023, this amount consists of: (a) for Mr. Ryan, Mr. Partin, and Ms. Morgan-Prager, 401(k) plan matching contributions in the amount of $13,200 each and (b) for Mr. Woodhams, 401(k) plan matching contributions in the amount of $12,100. For Mr. Huffman, the amounts consist of: (a) $500,000 in severance benefits under the separation agreement and release with Mr. Huffman in connection with his separation from the Company; (b) $80,000 in payment for services provided under the consulting agreement entered into with the Company in connection with his separation; (c) $18,474 in payment for continuation of benefits in connection with his separation; and (d) $13,200 in 401(k) plan matching contribution. (6)Ms. Tucker was appointed Co-CEO of the Company on March 6, 2023. During 2023, prior to this date, Mr. Tucker served as an employee of the Company. Ms. Tucker also served as a director of the Company for all of 2023. (7)Mr. Ryan was appointed Co-CEO of the Company and became a Company employee on March 6, 2023. During 2023, Mr. Ryan served as Chair of the Board of Directors of the Company. Compensation for Mr. Ryan’s services as a Board member prior to March 6, 2023 are reflected in the Director Compensation Table above. (8)Mr. Huffman ceased to serve as our President and CEO on March 6, 2023.

  69. Grants of Plan-Based Awards During 2023

    Grants of Plan-Based Awards During 2023 The following table presents information regarding grants of plan-based awards made to our NEOs during 2023:

  70. Grants of Plan-Based Awards During 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Number of Securities Underlying Restricted Stock Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name Executive Officer | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Therese Tucker | 2/15/2023 | 315,250 | 485,000 | 763,875 | | | | | | | | 1/1/2023(3) | | | | | | | 23,680 | 1,592,954 | | | 3/7/2023(3) | | | | | | | 69,880 | 4,693,840 | | | 3/7/2023(5) | | | | 12,578 | 23,293 | 34,939 | | 1,564,591 | | Owen Ryan | 2/15/2023 | 259,973 | 399,959 | 629,935 | | | | | | | | 3/7/2023(3) | | | | | | | 69,880 | 4,693,840 | | | 3/7/2023(5) | | | | 12,578 | 23,293 | 34,939 | | 1,564,591 | | Marc Huffman | 2/15/2023 | | 500,000 | | | | | | | | Mark Partin | 2/15/2023 | 195,650 | 301,000 | 474,075 | | | | | | | | 3/7/2023(3) | | | | | | | 34,940 | 2,346,920 | | | 3/7/2023(4) | | | | 5,871 | 10,873 | 16,309 | | 730,339 | | | 3/7/2023(5) | | | | 6,288 | 11,646 | 17,469 | | 782,262 | | Karole Morgan-Prager | 2/15/2023 | 133,250 | 205,000 | 322,875 | | | | | | | | 3/7/2023(3) | | | | | | | 23,060 | 1,548,940 | | | 3/7/2023(4) | | | | 3,052 | 5,653 | 8,479 | | 379,712 | | | 3/7/2023(5) | | | | 4,150 | 7,686 | 11,529 | | 516,269 | | Mark Woodhams | 2/15/2023 | 267,800 | 412,000 | 648,900 | | | | | | | | 3/7/2023(3) | | | | | | | 20,970 | 1,408,555 | | | 3/7/2023(4) | | | | 3,522 | 6,523 | 9,784 | | 438,150 | | | 3/7/2023(5) | | | | 3,774 | 6,990 | 10,485 | | 469,518 |

  71. Grants of Plan-Based Awards During 2023

    _________________ (1)Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive compensation opportunities under our 2023 Bonus Plan, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements – 2023 Bonus Plan Performance Matrix” and “—2023 Bonus Plan Decisions.” Mr. Ryan’s target opportunity under our 2023 Bonus Plan award was prorated from $485,000 for his partial year of service as Co-CEO and an employee beginning on March 6, 2023. (2)The amount in this column represents the aggregate grant date fair value of stock awards as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. The fair value of the PSUs is calculated based on target shares. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 2 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (3)Reflects the award of RSUs for such NEOs as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements – Annual Long Term Incentive Awards.” (4)Reflects the award of PSUs at the threshold, target and maximum award levels for the 2022 PSUs scheduled to vest on February 20, 2024 as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Matrix.” For PSUs approved in years prior to 2023 for which performance conditions were approved in 2023, the grant date for purposes of this disclosure is deemed to be in 2023. Further information on the threshold, target, maximum, and actual award level achievement of this PSU award, as well as descriptions of the performance goals for this PSU award is available in such section and the section “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Decisions.” (5)Reflects the award of PSUs at the threshold, target and maximum award levels for the 2023 PSUs scheduled to vest on February 20, 2024 as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Matrix.” Further information on the threshold, target, maximum, and actual award level achievement of this PSU award as well as descriptions of the performance goals for this PSU award is available in such section and the section “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 PSU Performance Decisions.

  72. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table presents information concerning all outstanding equity awards held by each of our NEOs as of December 31, 2023:

  73. Outstanding Equity Awards at Year-End

    | | | Option Awards | | | | Stock Awards | | | Named Executive Officer | Grant Date(1) | Number of Securities Underlying Unexercised Options # Exercisable | Number of Securities Underlying Unexercised Options # Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested ($)(2) | | Therese Tucker | 10/17/2016(4) | 96,560 | — | 14.00 | 10/16/2026 | | | | | 3/6/2018(6) | 95,080 | — | 44.41 | 3/5/2028 | | | | | 5/15/2019(9) | 99,270 | — | 48.65 | 5/15/2029 | | | | | 4/15/2020(10) | 127,723 | 18,247 | 57.11 | 4/15/2030 | | | | | 4/15/2020(11) | | | | | 8,387 | 523,684 | | | 3/6/2021(12) | 40,790 | — | 111.53 | 3/6/2031 | | | | | 4/4/2022(15) | | | | | 32,615 | 2,036,481 | | | 1/1/2023(18) | | | | | 11,840 | 739,290 | | | 3/7/2023(19) | | | | | 69,880 | 4,363,307 | | | 3/7/2023(21) | | | | | 23,293 | 1,454,415 | | Owen Ryan | 8/10/2018(8) | 2,874 | — | 47.64 | 8/10/2028 | | | | | 3/7/2023(19) | | | | | 69,880 | 4,363,307 | | | 3/7/2023(21) | | | | | 23,293 | 1,454,415 | | Marc Huffman | 4/15/2020(10) | 11,180 | 3,727 | 57.11 | 4/15/2030 | | | | | 4/15/2020(11) | | | | | 1,713 | 106,960 | | | 3/6/2021(13) | 33,646 | 3,059 | 111.53 | 3/6/2031 | | | | | 3/6/2021(14) | | | | | 1,404 | 87,666 | | | 4/4/2022(16) | | | | | 4,077 | 254,568 | | Mark Partin | 3/30/2015(3) | 92,676 | — | 14.00 | 3/29/2025 | | | | | 10/17/2016(5) | 48,280 | — | 14.00 | 10/16/2026 | | | | | 3/6/2018(6) | 56,760 | — | 44.41 | 3/5/2028 | | | | | 5/15/2019(9) | 64,950 | — | 48.65 | 5/15/2029 | | | | | 4/15/2020(10) | 100,170 | 14,310 | 57.11 | 4/15/2030 | | | | | 4/15/2020(11) | | | | | 6,578 | 410,730 | | | 3/6/2021(13) | 16,822 | 7,648 | 111.53 | 3/6/2031 | | | | | 3/6/2021(14) | | | | | 3,510 | 219,164 | | | 4/4/2022(16) | | | | | 18,349 | 1,145,712 | | | 12/30/2022(17) | | | | | 55,240 | 3,449,186 | | | 3/7/2023(19) | | | | | 34,940 | 2,181,654 | | | 3/7/2023(20) | | | | | 10,873 | 678,910 | | | 3/7/2023(21) | | | | | 11,646 | 727,176 |

  74. Outstanding Equity Awards at Year-End

    | | | Option Awards | | | | Stock Awards | | | Named Executive Officer | Grant Date(1) | Number of Securities Underlying Unexercised Options # Exercisable | Number of Securities Underlying Unexercised Options # Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested ($)(2) | | Karole Morgan-Prager | 10/17/2016(5) | 117,260 | — | 14.00 | 10/16/2026 | | | | | 3/6/2018(6) | 28,300 | — | 44.41 | 3/5/2028 | | | | | 5/15/2019(9) | 25,600 | — | 48.65 | 5/15/2029 | | | | | 4/15/2020(10) | 33,390 | 4,770 | 57.11 | 4/15/2030 | | | | | 4/15/2020(11) | | | | | 2,193 | 136,931 | | | 3/6/2021(13) | 9,535 | 4,335 | 111.53 | 3/6/2031 | | | | | 3/6/2021(14) | | | | | 1,992 | 124,380 | | | 4/4/2022(16) | | | | | 9,540 | 595,678 | | | 12/30/2022(17) | | | | | 39,460 | 2,463,882 | | | 3/7/2023(19) | | | | | 23,060 | 1,439,866 | | | 3/7/2023(20) | | | | | 5,653 | 352,973 | | | 3/7/2023(21) | | | | | 7,686 | 479,914 | | Mark Woodhams | 8/7/2018(7) | 89,093 | — | 49.04 | 8/7/2028 | | | | | 5/15/2019(9) | 33,900 | — | 48.65 | 5/15/2029 | | | | | 4/15/2020(10) | 33,390 | 4,770 | 57.11 | 4/15/2030 | | | | | 4/15/2020(11) | | | | | 2,193 | 136,931 | | | 3/6/2021(13) | 11,220 | 5,100 | 111.53 | 3/6/2031 | | | | | 3/6/2021(14) | | | | | 2,342 | 146,234 | | | 4/4/2022(16) | | | | | 11,009 | 687,402 | | | 12/30/2022(17) | | | | | 28,410 | 1,773,920 | | | 3/7/2023(19) | | | | | 20,970 | 1,309,367 | | | 3/7/2023(20) | | | | | 6,523 | 407,296 | | | 3/7/2023(21) | | | | | 6,990 | 436,456 |

  75. Outstanding Equity Awards at Year-End

    (1)Each of the outstanding equity awards was granted pursuant to our 2014 Equity Incentive Plan, or 2014 Plan or 2016 Plan, as applicable. (2)These market values are determined by multiplying the number of shares by the fair market value per share of common stock on December 29, 2023 (the last trading day of 2023), or $62.44. (3)Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (January 20, 2015), subject to continued service with us through each applicable vesting date. At December 31, 2023, all shares were vested. (4)Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (January 1, 2016), subject to continued service with us through each applicable vesting date. At December 31, 2023, all shares were vested. (5)Twenty-five percent (25%) of the shares (rounded down to the nearest whole number of shares) vest on each of the first four anniversaries of the vesting commencement date (September 27, 2016), subject to continued service with us through each applicable vesting date. At December 31, 2023, all shares were vested. (6)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2018), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested. (7)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (August 20, 2018) and 1/16th of the shares subject to this option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested. (8)One hundred percent (100%) of the shares underlying this option vested on May 7, 2019. At December 31, 2023, all shares were vested. (9)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2019), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested. (10)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (May 20, 2020), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. (11)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (May 20, 2020) and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. (12)Fifty percent (50%) of the shares underlying this option vest on each of February 20, 2022 and February 20, 2023, subject to continued service with us through each vesting date. At December 31, 2023, all shares were vested. (13)Twenty-five percent (25%) of the shares underlying this option vest on the first anniversary of the vesting commencement date (February 20, 2021), and 1/16th of the shares subject to the option vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. (14)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2021) and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each vesting date. (15)Fifty percent (50%) of the shares underlying this RSU award vest February 20, 2023 and February 20, 2024, subject to continued service with us through each vesting date. (16)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2022), and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each applicable vesting date. (17)Two-thirds of the shares underlying this RSU award vest on the two-year anniversary of the vesting commencement date (November 20, 2022) and one-third of the shares underlying this RSU award will vest on the third anniversary of the vesting commencement date, subject to continued service with us through each vesting date. (18)Twelve and a half percent (12.5%) of the shares underlying this RSU award vest on the three-month anniversary of the vesting commencement date (November 20, 2022) and 12.5% will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each applicable vesting date. (19)Twenty-five percent (25%) of the shares underlying this RSU award vest on the first anniversary of the vesting commencement date (February 20, 2023), and 1/16th of the shares underlying this RSU award will vest every three months thereafter on the same day of the month as the vesting commencement date, subject to continued service with us through each applicable vesting date. (20)Reflects one-third of the total number of shares underlying the 2022 PSU award, for which performance metrics were established on March 7, 2023 for the 2023 performance period. These shares will vest on February 20, 2024, subject to the satisfaction of applicable performance-based conditions for the calendar year preceding the vesting date, which performance-based conditions are to be determined on an annual basis, and in each case subject to continued service with us through the applicable vesting date. (21)Reflects one-third of the total number of shares underlying this PSU award. One-third of the total number of shares will vest on each of February 20, 2024, February 20, 2025, and February 20, 2026, in each case subject to the satisfaction of applicable performance-based conditions for the calendar year preceding the vesting date, which performance-based conditions will be determined on an annual basis, and in each case subject to continued service with us through each applicable vesting date. Please refer to the section titled “2023 PSU Performance Matrix” above. The grant date and performance-based conditions for calendar year 2024 and calendar year 2025 have not yet been established. If the full amount was granted on March 7, 2023 for each of Ms. Tucker, Mr. Ryan, Mr. Partin, Ms. Morgan-Prager, and Mr. Woodhams, the value of such awards at December 31, 2023 would be, $4,363,307, $4,363,307, $2,181,654, $1,439,866, and $1,309,367, for Ms. Tucker, Mr. Ryan, Mr. Partin, Ms. Morgan-Prager, and Mr. Woodhams, respectively.

  76. Stock Option Exercises and Stock Awards Vested During 2023

    Stock Option Exercises and Stock Awards Vested During 2023 The following table sets forth the number of shares acquired and the value realized upon exercise of stock options during 2023 by each of our NEOs. The value realized on exercise of stock options is calculated based on the difference between the market price of our common stock upon exercise and the exercise price of the stock options.

  77. Stock Option Exercises and Stock Awards Vested During 2023

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Therese Tucker | — | — | 73,541 | 4,903,746 | | Owen Ryan | — | — | 3,401 | 182,056 | | Marc Huffman | 262,690 | 5,739,781 | 55,734 | 3,620,615 | | Mark Partin | 45,000 | 2,398,201 | 38,708 | 2,461,799 | | Karole Morgan-Prager | — | — | 17,560 | 1,126,042 | | Mark Woodhams | — | — | 19,751 | 1,270,952 |

  78. Stock Option Exercises and Stock Awards Vested During 2023

    _________________ (1)Reflects the aggregate number of shares of common stock underlying the stock options that were exercised in 2023. (2)Calculated by multiplying (i) the difference between (x) the sale price for shares of common stock sold concurrently with the exercise of an option, and if not, the fair market value of common stock on the option exercise date, which was determined using the closing price on NASDAQ of a share of common stock on the option exercise date, and (y) the exercise price of the option, by (ii) the number of shares of common stock acquired upon exercise.

  79. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below, assuming that the triggering event took place on December 31, 2023, the last day of our fiscal year.

  80. Potential Payments Upon Termination or Change of Control

    | Named Executive Officer | Qualifying Termination Not in Connection with a Change of Control ($) | Qualifying Termination in Connection with a Change of Control ($)(1) | | Therese Tucker | | | | Cash severance(2) | 485,000 | 1,212,500 | | Continued health coverage(3) | 23,375 | 34,650 | | Accelerated equity vesting(4)(5) | — | 10,668,910 | | Owen Ryan | | | | Cash severance(2) | 485,000 | 1,127,459 | | Continued health coverage(3) | 32,106 | 47,592 | | Accelerated equity vesting(4)(5) | — | 7,272,199 | | Mark Partin | | | | Cash severance(6) | 212,500 | 425,000 | | Continued health coverage(3) | 16,245 | 32,106 | | Accelerated equity vesting(4)(7) | — | 9,616,168 | | Karole Morgan-Prager | | | | Cash severance(6) | 202,500 | 405,000 | | Continued health coverage(3) | 4,863 | 9,611 | | Accelerated equity vesting(4)(7) | — | 6,099,150 | | Mark Woodhams | | | | Cash severance(6) | 204,500 | 409,000 | | Continued health coverage(3) | 14,085 | 27,838 | | Accelerated equity vesting(4)(7) | — | 5,359,548 |

  81. Potential Payments Upon Termination or Change of Control

    _________________ (1)A qualifying termination of employment is considered “in connection with a change of control” if such termination occurs within the period commencing on (or three (3) months before for Ms. Tucker or Mr. Ryan) and ending twelve (12) months after a “change of control”. (2)These estimates of cash severance payable to Ms. Tucker and Mr. Ryan include: for a qualifying termination not in connection with a change in control, lump sum payments of twelve (12) months of base salary and COBRA premium costs; and for a qualifying termination in connection with a change of control, lump sum payment of eighteen (18) months of base salary and COBRA premium costs and prorated portion of the executive’s target annual bonus for the year of termination. (3)These estimates of continued coverage reflect the present value of monthly COBRA premium payments for the applicable severance period. (4)For purposes of valuing accelerated vesting, the values indicated in the table are calculated, with respect to stock options, as the aggregate difference between $62.44, the closing price of a share of our common stock on December 29, 2023 (the last trading day of 2023), and the exercise price of the applicable option, multiplied by the number of unvested shares accelerated, with respect to RSUs, $62.44 multiplied by the number of unvested RSUs accelerated, and, with respect to PSUs, $62.44 multiplied by the number of PSUs for which performance conditions would be satisfied, or for which time-based vesting requirements would be accelerated. (5)These estimates of accelerated equity vesting for Ms. Tucker and Mr. Ryan include: for a qualifying termination in connection with a change of control, acceleration of one hundred percent (100%) of the executive’s then-outstanding equity awards. (6)These estimates of cash severance payable to Mr. Partin, Ms. Morgan-Prager and Mr. Woodhams include: for a qualifying termination not in connection with a change of control, a lump sum payment of 6 months of base salary; and for a qualifying termination in connection with a change of control, a lump sum payment of twelve (12) months of base salary. (7)These estimates of accelerated equity vesting for Mr. Partin, Ms. Morgan-Prager and Mr. Woodhams include: for termination upon a qualifying termination in connection with a change of control, acceleration of one hundred percent (100%) of the executive’s then-outstanding and unvested equity awards granted in 2020 through 2022 or in connection with his or her hiring or promotion, as applicable.

  82. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  83. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology, we identified a median employee with anomalous compensation characteristics. Therefore, we substituted an employee near the median whose compensation was viewed as more representative of our median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation as calculated using Summary Compensation Table requirements was $174,313. Our Co-Chief Executive Officer, Therese Tucker’s, compensation as reported in the Summary Compensation Table was $8,527,312. Therefore, her CEO Pay Ratio for 2023 is approximately 49 to 1. Our Co-Chief Executive Officer, Owen Ryan’s, compensation as reported in the Summary Compensation Table was $6,841,068. Therefore, his CEO Pay Ratio for 2023 is approximately 39 to 1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, 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 management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  84. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of Company performance. The material that follows is provided in compliance with these rules, however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2023, compared to our TSR from December 31, 2019 through the end of each such year, and our net income and revenue for each such year.

  85. Pay Versus Performance

    | Year | Summary Compensation Table Total for Tucker(1)(2) | Compensation Actually Paid to Tucker(1)(3) | Summary Compensation Table Total for Ryan(1)(2) | Compensation Actually Paid to Ryan(1)(3) | Summary Compensation Table Total for Huffman(1)(2) | Compensation Actually Paid to Huffman(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(8) | Revenue (in millions)(9) | | | | | | | | | | | Total Shareholder Return(6) | S&P 500 Software & Services Select Index Total Shareholder Return(7) | | | | 2023 | $8,527,312 | $6,738,346 | $6,841,068 | $5,553,701 | $702,699 | $(17,755,110) | $3,430,050 | $1,895,498 | $121 | $151 | $53 | $590 | | 2022 | $— | $— | $— | $— | $21,871,907 | $14,430,973 | $5,676,538 | $1,071,621 | $130 | $109 | $(29) | $523 | | 2021 | $— | $— | $— | $— | $6,046,686 | $(706,678) | $3,169,239 | $(2,564,663) | $201 | $165 | $(115) | $426 | | 2020 | $8,437,695 | $34,909,416 | $— | $— | $— | $— | $4,066,289 | $20,466,019 | $259 | $153 | $(47) | $352 |

  86. Pay Versus Performance

    _________________ (1)Our PEO for 2020 was Therese Tucker. Our PEO for 2021 and 2022 was Marc Huffman, who succeeded Ms. Tucker as our Chief Executive Officer as of January 1, 2021. Mr. Huffman resigned as CEO on March 6, 2023. Ms. Tucker and Owen Ryan were appointed as Co-CEOs effective March 6, 2023. (2)Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. (3)Represents the compensation actually paid to each PEO. Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year. This dollar amount is derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC's rules, as shown in the table below.

  87. Pay Versus Performance

    | | Therese Tucker | Owen Ryan | Marc Huffman | | Summary compensation table total | $8,527,312 | $6,841,068 | $702,699 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (7,851,384) | (6,258,431) | — | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 5,757,084 | 5,017,794 | — | | Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | (286,778) | — | (65,934) | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | 695,807 | — | — | | Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | (103,695) | (46,730) | (861,145) | | Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | — | (17,530,730) | | Compensation actually paid | $6,738,346 | $5,553,701 | $(17,755,110) |

  88. Pay Versus Performance

    *The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in this table are: 3.80-4.82 years for Expected life, 58.99% - 61.98% for Volatility, 3.76% - 4.48% for the Risk-free rate, and 0% for the Expected dividend yield. (4)Represents the average of the total compensation paid to each of our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of our NEOs other than our PEO for each such year are listed in the table below.

  89. Pay Versus Performance

    | 2023 | 2022 | 2021 | 2020 | | Mark Partin | Therese Tucker | Therese Tucker | Marc Huffman | | Karole Morgan-Prager | Mark Partin | Mark Partin | Mark Partin | | Mark Woodhams | Karole Morgan-Prager | Peter Hirsch | Karole Morgan-Prager | | | Mark Woodhams | Mark Woodhams | Peter Hirsch |

  90. Pay Versus Performance

    (5)This figure is the average of compensation actually paid for our NEOs other than our PEO in 2023. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC's rules as shown in the table below.

  91. Pay Versus Performance

    | | 2023 | | Summary compensation table total | $3,430,050 | | Subtract grant date fair value of option awards and stock awards granted in fiscal year | (2,873,555) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 2,106,038 | | Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | (354,091) | | Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — | | Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | (412,944) | | Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | | Compensation actually paid | $1,895,498 |

  92. Pay Versus Performance

    *The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in the table are: 3.80-4.82 years for Expected life, 58.99% - 61.98% for Volatility, 3.76% - 4.48% for the Risk-free rate, and 0% for the Expected dividend yield. (6)TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (7)The peer group used is the S&P Software & Services Select index, as used in the Company's performance graph in our annual report. TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (8)The dollar amounts reported are the Company's GAAP net income reflected in the Company's audited financial statements. (9)In the Company's assessment, GAAP revenue is the most important financial performance measure (other than stock price) used by the Company in 2023 to link compensation actually paid to performance.

  93. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance Compensation Actually Paid, as determined under rules adopted pursuant to the Dodd-Frank Act and reflected in the Pay Versus Performance table above (“CAP”) for our CEOs was lower than Summary Compensation Table Total compensation in 2023, aligning with the decrease in cumulative TSR over the period. Average NEO CAP reflected similar alignment, falling below Summary Compensation Table values. This pattern is also seen in prior years, reflecting the alignment of CEO and NEO compensation with shareholder returns. In 2023, our TSR underperformed the TSR of the S&P 500 Software & Services Select Index. Over the four-year period covered by this disclosure, both our TSR and our peer group TSR remain positive, reflecting the value provided to shareholders. Our net income was positive in 2023, reflecting a shift from the years 2020 – 2022. Despite this increase, CAP was lower than in prior years. This reflects a change from the directional alignment of our CEO CAP and average NEO CAP with net income from 2020 - 2022. Our revenue increased each year from 2020 to 2023. These increases are not directionally aligned with overall decreases in our CEO CAP and average NEO CAP from 2020 to 2023, but are directionally aligned with increases in our CEO CAP and average NEO CAP from 2021 to 2022. 8 Please see Appendix A to this proxy statement for reconciliation of non-GAAP financial measures to GAAP financial measures.