DEF 14A of BlackSky Technology Inc., Jul 25, 2024

DEF 14A of BlackSky Technology Inc.

Filed Jul 25, 2024 · FY20230001753539-24-000085

Open on EDGAR

  1. Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting?

    Do the Company’s directors and officers have an interest in any of the matters to be acted upon at the annual meeting? Members of our board of directors have an interest in Proposal 1, the election of the two director nominees to the board of directors as set forth herein, as each of the nominees is currently a member of the board of directors. Members of the board of directors and our executive officers do not have any interest in Proposal 2, the ratification of the appointment of our independent registered public accounting firm, or Proposal 3, the approval of the Reverse Stock Split.

  2. Nominees for Director

    Nominees for Director Brian O’Toole has served as President, Chief Executive Officer and a member of our Board since September 2021. Mr. O’Toole became Legacy BlackSky’s President in November 2018 and also assumed chief executive officer duties for BlackSky Global in January 2019 and served in both capacities through the closing of the merger. Prior to serving as Legacy BlackSky’s President, Mr. O’Toole served as its Chief Technology Officer from June 2016 to November 2018. In addition, Mr. O’Toole served as a member of Legacy BlackSky’s board of directors from January 2019 through the closing of the merger in September 2021. Mr. O’Toole founded and served as the Chief Executive Officer of OpenWhere, Inc., a startup delivering global scale geospatial intelligence solutions to public and private sector customers, from July 2013 to June 2016, when Legacy BlackSky acquired OpenWhere, Inc. Prior to that, Mr. O’Toole served as the Chief Technology Officer of GeoEye Inc. from August 2008 to June 2013 where he led strategic efforts for developing and expanding technology, products, and solutions in geospatial intelligence and location-based services. Mr. O’Toole’s earlier roles include serving as the Vice President of Product Development at Overwatch Systems, founding and serving as the President of ITspatial, and serving as Technical Director and Systems Engineer at GE Aerospace for nine years. Mr. O’Toole received a B.S. in Computer Science from Clarkson University and a M.S. in Computer Engineering from Syracuse University. Mr. O’Toole was selected to serve as a member of our Board due to his experience and the operational insight he brings as our Chief Executive Officer and President and director on Legacy BlackSky’s board and due to his extensive experience building and growing companies in the geospatial intelligence industry. James Tolonen has served on our Board since September 2021. Mr. Tolonen served as the Senior Group Vice President and Chief Financial Officer of Business Objects, S.A., an enterprise software solutions provider, where he was responsible for its finance and administration commencing in January 2003 until its acquisition by SAP AG in January 2008. He remained with SAP AG until September 2008. Mr. Tolonen served as the Chief Financial Officer and Chief Operating Officer and a member of the board of directors of IGN Entertainment Inc., an Internet media and service provider, from October 1999 to December 2002. He served as President and Chief Financial Officer of Cybermedia, a PC user security and performance software provider, from April 1998 to September 1998, where he also served as a member of the board of directors from August 1996 to September 1998. Mr. Tolonen served as Chief Financial Officer of Novell, Inc., an enterprise software provider, from June 1989 to April 1998. Mr. Tolonen previously served on the boards of directors and audit committees of MobileIron, Inc. (2014-2020), Imperva, Inc., (2012-2019), Blue Coat Systems, Inc. (2008-2012), and Taleo Corporation (2010-2012). Mr. Tolonen also previously served on the board of directors of New Relic, Inc. and as the chair of the audit committee and a member of the compensation committee (2016-2022). Mr. Tolonen holds a B.S. in Mechanical Engineering and an M.B.A. from the University of Michigan. Mr. Tolonen is also a Certified Public Accountant, inactive, in the State of California. Mr. Tolonen was selected to serve as a member of our Board due to his background in accounting, his extensive experience as chief financial officer for a number of public companies, including at several software companies, as well as his involvement on numerous public company audit committees.

  3. Continuing Directors

    Continuing Directors Dr. Magid Abraham has served on our Board since September 2021. Dr. Abraham is founder and CEO of Neurawell Therapeutics, a pharmaceutical company developing mental health treatments. He was founding CEO of comScore for 14 years, which he took public in 2007, focusing on innovation and industry leadership. He was founder and CEO of Paragren Technologies, producing CRM systems. He was president of IRI, a major international research company, which he led through sustained growth and innovation. He became a Visiting Scholar at Stanford in 2016, where he taught for three years at the Graduate School of Business. He serves on a number of commercial and institutional boards. Dr. Abraham is a world expert on consumer and market measurement and syndicated information services. He has authored seminal award winning articles. He received the Advertising Research Foundation’s “Lifetime Achievement Award.” He earned the AMA’s Parlin award and MIT’s Buck Weaver award, both in recognition for lifetime contributions and leadership in the theory and practice of Marketing Science. He was named EY Entrepreneur of the Year and inducted in the Entrepreneurship Hall of Fame and designated “Technology Pioneer” by the World Economic Forum. Dr. Abraham received a Ph.D. and an M.B.A. from MIT, and is engineer of the École Polytechnique, France. Dr. Abraham was selected to serve as a member of our Board due to his significant executive experience and expertise on market research, consumer modeling and information systems. David DiDomenico has served on our Board since September 2021 and served on the board of directors of Osprey from July 2019 until the closing of the merger in September 2021. Mr. DiDomenico has been a Partner of JANA Partners, an investment advisor based in New York City, since 2010. Mr. DiDomenico previously served as Osprey’s Chief Executive Officer and President from June 2019 until the closing of the merger in September 2021. He previously served as a Co-Portfolio Manager of JANA’s hedge fund strategies. Prior to joining JANA Partners LLC in 2010, Mr. DiDomenico was a Managing Director of New Mountain Capital and the Portfolio Manager of the New Mountain Vantage Fund (2005-2010). He was previously an Associate Portfolio Manager at Neuberger Berman (2002-2005). From 1999-2002, Mr. DiDomenico was a member of the Acquisitions Team at Starwood Capital Group where he focused on corporate and real estate transactions. From 1998-1999, he was an Analyst at Tiger Management. From October 2019-June 2021, Mr. DiDomenico served on the board of directors of OPENLANE, Inc. (NYSE: KAR), a provider of car auction services in North America and the United Kingdom. He holds an MBA from the Stanford University Graduate School of Business and an AB from Harvard College. Mr. DiDomenico was selected to serve as a member of our Board due to his experience investing in and analyzing technology and technology-related companies for over 20 years, which we believe provides us with access to his extensive and unique expertise in fundamental business analysis, as well as given his broad professional relationships with technologists and investors. Hon. Susan M. Gordon has served on our Board since September 2021. The Honorable Susan M. Gordon is a highly respected intelligence professional, visionary leader, and trusted strategic advisor on a broad spectrum of complex issues, including cybersecurity, emerging and disruptive technologies, artificial intelligence, and information operations. Ms. Gordon is the former principal deputy director of national intelligence, the nation’s highest-ranking career intelligence officer. In that capacity, Ms. Gordon managed the operations of the intelligence community and was a key advisor to the President and National Security Council. Prior to her role as principal deputy director of national intelligence, Ms. Gordon served as deputy director of the National Geospatial-Intelligence Agency (NGA). In this position, she provided leadership to the agency and managed the National System of Geospatial Intelligence. Prior to the NGA, she served 27 years at the Central Intelligence Agency (CIA). At the CIA, Ms. Gordon rose to senior executive positions in each of the Agency’s four directorates: operations, analysis, science and technology, and support. Over the course of her career, Ms. Gordon led the establishment of In-Q-Tel, the CIA’s venture arm, and ultimately became the Director’s senior advisor on cyber issues. Ms. Gordon is the founder and principal of GordonVentures, LLC, a technology, strategy and risk consultancy and currently serves as a consultant and advisor on technology and global risk. Among other endeavors, she is a member of the board of directors of CACI, SecurityScorecard, OneWeb Technologies, Freedom Consulting, and Bridge Core Federal. Ms. Gordon also serves as a Trustee of the Mitre Corporation, is the Vice Chairperson of the National Intelligence University Foundation, and is on the Board of Advisors of the National Security Space Association. Ms. Gordon previously served on the board of directors of Avantus Federal (2020 - 2022). She also serves on several technology advisory boards and consults with Microsoft Corporation. Ms. Gordon is a fellow at Duke and Harvard Universities and she continues to support Defense Department and Intelligence Community study activities. She holds a Bachelor of Science degree in zoology (biomechanics) from Duke University. Ms. Gordon was selected to serve as a member of our Board due to her expertise and experience with an exemplary history of leadership in the intelligence community. Timothy Harvey has served on our Board since September 2021. Mr. Harvey has been the Executive Chairman of VTS, Inc., a leasing and asset management platform, since April 2017. Prior to that, from December 2014 to April 2017, he served as President of Commercial Solutions at BAE Systems Plc (“BAE”), a leading global defense, aerospace and security company. Mr. Harvey joined BAE as a result of BAE’s December 2014 acquisition of SilverSky, a provider of security software and managed services, where he served as CEO and was responsible for the growth and sale of the business to BAE. Mr. Harvey currently serves on the boards of OpenWeb, a social engagement platform, NoFraud, an all-in-one fraud prevention solution, Electric, an information technology company that helps businesses manage their IT security, and Keyfactor, a provider of secure digital identity management solutions. Mr. Harvey graduated with a degree in Finance from the University of Florida and served four years as an officer in the United States Marine Corps. Mr. Harvey was selected to serve as a member of our Board due to his successful track record of leading market growth coupled with his extensive service on the boards of companies of similar size and scale as BlackSky.

  4. Continuing Directors

    William Porteous has served on our Board since September 2021 and served on Legacy BlackSky’s board of directors from February 2015, and specifically as Chairman of Legacy BlackSky’s board of directors from December 2018, until the closing of the merger in September 2021. Mr. Porteous is a General Partner with RRE Ventures and also serves as the firm’s Chief Operating Officer. During his 23-year career as an investor, Mr. Porteous has served on the boards of more than 20 companies. In addition to serving on our Board, Mr. Porteous also currently serves as a director of Nanit, Paperless Post, Pattern, Pilot Fiber, Spire Global (NYSE: SPIR), Ursa Space Systems, and Wave. From 2010 to 2021, Mr. Porteous also served as a director of Buzzfeed. Mr. Porteous is also Chairman of the Dockery Farms Foundation, which he founded. From 2003 to 2018, Mr. Porteous served as an Adjunct Professor at Columbia Business School where he taught a course on venture capital. Mr. Porteous holds an M.B.A. from Harvard University, an M.Sc. from the London School of Economics, and a B.A. with Honors from Stanford University. Mr. Porteous was selected to serve as a member of our Board due to his experience at RRE Ventures and his extensive service on the boards of other technology companies.

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our Board and the respective committees of our Board and other director qualifications. While our Board has not established minimum qualifications for Board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our Board and skills that are complementary to our Board, an understanding of our business, an understanding of the responsibilities that are required of a member of our Board, other time commitments, and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, education, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. Although our Board does not maintain a specific policy with respect to Board diversity, our Board believes that the Board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our Board.

  6. Director Compensation

    Director Compensation Each non-employee director is eligible to receive compensation for their service consisting of annual cash retainers and equity awards under our outside director compensation policy (the “Outside Director Compensation Policy”), which became effective in connection with the closing of the merger in September 2021. The Outside Director Compensation Policy is designed to align the interests of the non-employee directors with the interests of stockholders through equity awards and to attract and retain high quality non-employee directors by providing competitive compensation. On March 6, 2023, our Board adopted an amended outside director compensation policy (the “Amended Outside Director Compensation Policy”) to permit directors to elect to receive their annual cash retainer in BlackSky stock instead of cash. All compensation paid to our non-employee directors for fiscal year 2023 was pursuant to the terms of the Outside Director Compensation Policy adopted at the time of the merger, or the Amended Outside Director Compensation Policy upon and after adoption of such amended policy.

  7. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board, for the fiscal year ended December 31, 2023. Directors who are also our employees receive no additional compensation for their service as directors. During 2023, Mr. O’Toole was an employee and executive officer of the Company and, therefore, did not receive compensation as a director. See “Executive Compensation” below for additional information regarding Mr. O’Toole’s compensation. Pursuant to the Amended Outside Director Compensation Policy, our directors could elect to receive their annual cash retainer in shares of our common stock instead of cash effective for the third and fourth quarters of 2023. The amounts reflected below under the column titled “Fees Paid or Earned in Cash” include the annual retainer as either cash or common stock in lieu of cash.

  8. Director Compensation for Fiscal Year 2023

    | Name | Fees Paid or Earned in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | William Porteous | 90,000 | 150,000 | 240,000 | | Magid Abraham | 90,000 | 150,000 | 240,000 | | David DiDomenico | 90,000 | 150,000 | 240,000 | | Susan Gordon | 90,000 | 150,000 | 240,000 | | Timothy Harvey | 90,000 | 150,000 | 240,000 | | James Tolonen | 90,000 | 150,000 | 240,000 |

  9. Director Compensation for Fiscal Year 2023

    (1)Pursuant to the Amended Outside Director Compensation Policy, Mr. Porteous, Dr. Abraham, Ms. Gordon, Mr. Harvey, and Mr. Tolonen each elected to receive their retainer fees for the third and fourth quarters of 2023, valuing $45,000 in total, in shares of our common stock, instead of cash, and, as a result, were each granted 19,230 restricted stock units on September 30, 2023 and 16,071 restricted stock units on December 31, 2023, all of which were 100% vested on the date of grant. Amounts in this column include the $45,000 in retainer fees received in the form of shares of our common stock for each of Mr. Porteous, Dr. Abraham, Ms. Gordon, Mr. Harvey, and Mr. Tolonen. Please see “Director Compensation” and “Cash Compensation” above for information regarding the Amended Outside Director Compensation Policy. (2)The following table lists all outstanding stock awards held by non-employee directors as of December 31, 2023:

  10. Director Compensation for Fiscal Year 2023

    | Name | Number of Shares Underlying Outstanding Stock Awards | | William Porteous | 130,908 | | Magid Abraham | 130,908 | | David DiDomenico | 130,908 | | Susan Gordon | 130,908 | | Timothy Harvey | 130,908 | | James Tolonen | 130,908 |

  11. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes with staggered three-year terms. At the annual meeting, two Class III directors, Brian O’Toole and James Tolonen, will be elected for a three-year term 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.

  12. Peer Group

    Peer Group Our compensation committee reviews market data of companies that we believe are comparable to us. Compensia assisted in developing a peer group generally consisting of publicly traded software-focused technology companies headquartered in the U.S. with revenue of less than $400M and market capitalization of less than $1.2 billion. Our compensation committee referred to compensation data from this peer group and broader survey data (for similarly-sized companies) when making fiscal 2023 base salary, cash bonus and equity award decisions for our executive officers. The following is a list of the public companies that composed our fiscal 2023 peer group.

  13. Peer Group

    | A10 Networks | LivePerson | Turtle Beach | | BigCommerce Holdings | Model N | Upland Software | | Brightcove | PROS Holdings | Xperi | | Domo | Quotient Technology | Yext | | Everbridge | Sumo Logic | Zuora | | EverQuote | TrueCar | |

  14. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned by our named executive officers for the fiscal years ended December 31, 2023, and December 31, 2022.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian O’Toole President and Chief Executive Officer | 2023 | 465,000 | 1,945,999 | 522,619 | 510,389 | 3,564 | 3,447,572 | | | 2022 | 465,000 | 936,998 | 857,116 | 646,350 | 1,727 | 2,907,191 | | Henry Dubois(4) Chief Financial Officer | 2023 | 400,000 | 1,749,999 | 261,310 | 439,044 | 13,464 | 2,863,817 | | | 2022 | 400,000 | 1,336,102 | 1,076,976 | 484,273 | 6,211 | 3,303,562 | | Christiana Lin General Counsel and Chief Administrative Officer | 2023 | 375,000 | 1,500,000 | 232,275 | 202,142 | 12,342 | 2,321,759 | | | 2022 | 375,000 | 750,000 | 686,060 | 246,000 | 5,431 | 2,062,491 |

  16. Summary Compensation Table

    _____________________ (1)Amounts represent the aggregate grant date fair value of the awards granted to each named executive officer, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The actual value that a named executive officer will realize on each award will depend on the price per share of our common stock at the time shares underlying the awards are sold. Accordingly, these amounts do not necessarily correspond with the actual value recognized or that may be recognized by our named executive officers. The valuation assumptions used in determining such amounts for 2023 are described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)For the year ended December 31, 2023, the amounts reported represent the amounts paid or to be paid under our Executive Incentive Compensation Plan in 2024. See “2023 Executive Bonus Program” below. (3)For Mr. O’Toole, (i) the 2023 amount reflects $3,564 in life insurance premiums; and (ii) the 2022 amount reflects $560 in mobile phone and data allowances and $1,167 in employer 401(k) plan contributions. For Mr. Dubois, (i) the 2023 amount reflects $9,900 in employer 401(k) plan contributions, and $3,564 in life insurance premiums; and (ii) the 2022 amount reflects $400 in mobile phone and data allowances and $5,811 in employer 401(k) plan contributions. For Ms. Lin, (i) the 2023 amount reflects $1,200 in mobile phone allowances, $9,900 in employer 401(k) plan contributions, and $1,242 in life insurance premiums; and (ii) the 2022 amount reflects $1,200 in mobile phone and data allowances and $4,231 in employer 401(k) plan contributions. (4)Mr. Dubois was appointed Chief Financial Officer on June 10, 2022.

  17. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers for the fiscal year ended December 31, 2023.

  18. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Brian O’Toole | 9/10/2023 | - | 900,000(3) | 1.27 | 9/10/2033 | - | - | | | 9/10/2023 | - | - | - | - | 1,532,283(4) | 2,145,196 | | | 9/10/2022 | 272,383 | 599,243(5) | 2.15 | 9/10/2032 | - | - | | | 9/10/2022 | - | - | - | - | 299,622(6) | 419,471 | | | 2/17/2021(7) | - | - | - | - | 153,898(8) | 215,457 | | Henry Dubois | 9/10/2023 | - | 450,000(3) | 1.27 | 9/10/2033 | - | - | | | 9/10/2023 | - | - | - | - | 1,377,952(4) | 1,929,133 | | | 9/10/2022 | 254,360 | 559,592(5) | 2.15 | 9/10/2032 | - | - | | | 9/10/2022 | - | - | - | - | 279,796(6) | 391,714 | | | 6/10/2022 | 110,335 | 183,893(9) | 2.10 | 6/10/2032 | - | - | | | 6/10/2022 | - | - | - | - | 137,234(10) | 192,128 | | | 12/21/2021(13) | 247,019 | 192,127(11) | 7.97 | 12/21/2031 | - | - | | | 12/21/2021 | - | - | - | - | 96,064(12) | 134,490 | | Christiana Lin | 9/10/2023 | - | 400,000(3) | 1.27 | 9/10/2033 | - | - | | | 9/10/2023 | - | - | - | - | 1,181,102(4) | 1,653,543 | | | 9/10/2022 | 218,023 | 479,651(5) | 2.15 | 9/10/2032 | - | - | | | 9/10/2022 | - | - | - | - | 239,826(6) | 335,756 | | | 12/21/2021(13) | 211,730 | 164,680(11) | 7.97 | 12/21/2031 | - | - | | | 12/21/2021 | - | - | - | - | 82,340(12) | 115,276 |

  19. Outstanding Equity Awards at 2023 Fiscal Year-End

    _____________________ (1)Stock options and RSU awards are subject to accelerated vesting upon a named executive officer’s involuntary termination within the change in control period, as provided by the Executive Severance Plan. See “Executive Change in Control and Severance Plan.” (2)The market value is based on the closing price of our common stock on December 29, 2023, of $1.40 per share. (3)One third (1/3rd) of the award is scheduled to vest on September 10, 2024, and thereafter, one thirty-sixth (1/36th) of the award is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (4)One-fourth (1/4th) of the RSUs are scheduled to vest on September 10, 2024, and thereafter, one-sixteenth (1/16th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (5)One fourth (1/4th) of the award vested on September 10, 2023, and thereafter, one forty-eighth (1/48th) of the award is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (6)One-fourth (1/4th) of the RSUs vested on September 10, 2023, and thereafter, one-sixteenth (1/16th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (7)The RSU award granted on February 17, 2021, was granted pursuant to the BlackSky 2014 Equity Incentive Plan (the “2014 Plan”). (8)50% of the shares vested 180 days after the merger and thereafter, one-sixteenth (1/16th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (9)One fourth (1/4th) of the award vested on the June 10, 2023, and thereafter, one forty-eighth (1/48th) of the award is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (10)One-fourth (1/4th) of the RSUs vested on June 10, 2023, and thereafter, one-sixteenth (1/16th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (11)One fourth (1/4th) of the award vested on September 10, 2022, and thereafter, one forty-eighth (1/48th) of the award is scheduled to vest monthly on the 10th day of each month, subject to the named executive officer continuing to be a service provider through the applicable vesting date. (12)One-fourth (1/4th) of the RSUs vested on September 10, 2022, and thereafter, one-sixteenth (1/16th) of the total number of RSUs are scheduled to vest quarterly on the 10th day of the third month of each quarter (March 10, June 10, September 10, December 10), subject to the named executive officer continuing to be a service provider through the applicable vesting date. (13)These options were forfeited back to the Company on March 11, 2024 for no consideration.