DEF 14A of Porch Group, Inc., Apr 24, 2024

DEF 14A of Porch Group, Inc.

Filed Apr 24, 2024 · FY20230001784535-24-000051

Open on EDGAR

  1. OUR BOARD NOMINEES

    OUR BOARD NOMINEES

  2. Board Nominees

    Board Nominees

  3. Board Nominees

    | Matthew Ehrlichman Age: 44 Director since 2020 | | | Matthew Ehrlichman is the Founder, Chief Executive Officer and Chairman of the Company. Prior to founding Legacy Porch in 2011, Mr. Ehrlichman was Chief Strategy Officer at Active Network. Mr. Ehrlichman joined Active Network in 2007 and helped grow its revenues from $65 million in 2006 to $420 million and an IPO in 2011. Before joining Active Network, Mr. Ehrlichman was Co-Founder and Chief Executive Officer at Thriva, which was acquired by Active Network in March 2007 for approximately $60 million in cash and stock. Mr. Ehrlichman built Thriva out of his dorm room at Stanford University, where he received his B.S. in Entrepreneurial Engineering and M.S. in Management Science and Engineering. In 2014, Mr. Ehrlichman was named USA TODAY’s Inaugural Entrepreneur of the Year. Mr. Ehrlichman is currently the largest single owner of Porch Group, Inc. Mr. Ehrlichman is qualified to serve as a director due to his significant leadership since the founding of Legacy Porch in 2011 and throughout our journey as a new public company, as well as his ongoing contributions to our long-term strategy and criticality to our current and future business, and his extensive business experience in the home and technology industries. | |

  4. Board Nominees

    | Sean Kell Age: 55 Director since 2022 | | | Sean Kell was appointed as a director in March 2022 and is the Chief Executive Officer for MD2 an innovative medical concierge service. Formerly, he served as the Chief Executive Officer at Blue Nile, Inc. from 2019 until March 2023. He was charged with driving the Blue Nile strategic vision and elevating the company’s modern approach to purchasing handcrafted diamond rings and exquisite jewelry online. From 2011 to 2019, Mr. Kell served as Chief Executive Officer of A Place for Mom, a senior living marketplace, where he was responsible for overall brand management and business expansion. Mr. Kell has a proven track record of building successful businesses in e-commerce, digital innovation and product management across leading online retail organizations including Expedia, Hotels.com and Starbucks. He has also previously held various roles at McKinsey and IBM. Mr. Kell holds a M.B.A. from the University of Chicago and a B.S. in Electrical Engineering from the University of Southern California. Mr. Kell is well qualified to serve as a director due to his significant experience working with companies that are implementing rapid technological changes, brand development and business expansion. | |

  5. Board Nominees

    | ir.porchgroup.com | 13 |

  6. Board Nominees

    | Rachel Lam Age: 56 Director since 2021 | | | Rachel Lam has served as a director since August 2021 and is the Co-Founder and Managing Partner of Imagination Capital, an early-stage venture capital firm founded in 2017. From 2003 to 2017, Ms. Lam served as Senior Vice President and Group Managing Director of the Time Warner Investments Group, the strategic investing arm of Time Warner Inc. She managed Time Warner's investments in numerous digital media companies and served on the board of privately held Maker Studios and Bluefin Labs prior to their sales to the Walt Disney Company and Twitter, respectively. Ms. Lam has previously served on 20 boards of directors over the years and currently serves on the board of Magnite (Nasdaq: MGNI), the world’s large independent sell-side ad platform. She also spent several years in investment banking within the M&A group at Morgan Stanley and the Media and Telecommunications group at Credit Suisse. Ms. Lam received a B.S. in industrial engineering and operations research from U.C. Berkeley in 1989 and an M.B.A. from Harvard Business School in 1994. Ms. Lam is well qualified to serve as a director due to her extensive experience serving on both private and public company boards, along with her financial, M&A and strategy experience. | |

  7. Board Nominees

    | Alan Pickerill Age: 57 Director since 2020 | | | Alan Pickerill has served as a director since December 2020. Mr. Pickerill has served in a variety of finance and accounting roles, mainly for publicly-traded technology companies. Most recently he served as Expedia Group’s Executive Vice President, Chief Financial Officer and Treasurer from September 2017 to December 2019 and had been with the Company since 2008. Mr. Pickerill oversaw Expedia Group’s accounting, financial reporting and analysis, investor relations, treasury, internal audit, tax and global real estate teams. Previously, he served as Expedia Group’s Senior Vice President of Investor Relations and Treasurer from July 2015 to September 2017. Mr. Pickerill was a director of Legacy Porch from September 2019 until the completion of the December 2020 business combination that created Porch Group, Inc. He currently serves as a chair of the board for Leafly Holdings, Inc. (Nasdaq: LFLY), a director for Manson Construction (a privately held marine construction company), a director for the YMCA of Greater Seattle and as adjunct faculty for the University of Washington Foster School Executive MBA program. Mr. Pickerill began his career as an accountant for seven (7) years at Deloitte and Touche before working at a variety of publicly-traded technology and internet companies, including serving as Chief Financial Officer of INTERLINQ Software Corporation, a publicly-traded technology provider, as well as roles at Microsoft and Getty Images. Mr. Pickerill was licensed as a certified public accountant in Washington in 1991. Mr. Pickerill holds a B.A. degree in Business and Accounting from the University of Washington’s Michael G. Foster School of Business. Mr. Pickerill is well qualified to serve as a director due to his extensive experience in finance-related leadership and governance roles in a public-held technology company. | |

  8. Board Nominees

    | 14 | 2024 Proxy Statement |

  9. Board Nominees

    | Amanda Reierson Age: 47 Director since 2022 | | | Amanda Reierson was appointed as a director in October 2022. She is a marketing veteran with over two decades of experience, including significant management experience in home services and property and casualty insurance. Ms. Reierson served as Chief Marketing Officer at Avant, a financial technology company that provides access to innovative financial solutions, including personal loans and credit cards, and is focused on reaching consumers wherever they may be on their financial journey. Prior to joining Avant, Ms. Reierson served as Head of Marketing at Sequoia-backed Thumbtack, overseeing all branding/creative efforts, media, CRM, and product marketing. Ms. Reierson was also previously Chief Growth Officer at Farmers Insurance, where she led the company's digital marketing and product transformation. Throughout her career she has also served in a variety of B2C and B2B marketing roles at Yahoo, DIRECTV, and the Los Angeles Times. She received her B.A. in Political Science from the University of California, Los Angeles. | |

  10. Board Nominees

    | Maurice Tulloch Age: 55 Director since 2021 | | | Maurice Tulloch has served as a director since August 2021. From March 2019 until his retirement in July 2020, Mr. Tulloch was Group Chief Executive Officer at Aviva plc, a leading multinational insurance company headquartered in London. He joined the Board of Aviva as an Executive Director in June 2017. In his role at Aviva, he oversaw global leadership, operations, strategy, risk management and governance. In addition, from 1992 until 2019, Mr. Tulloch held many executive and leadership roles at Aviva prior to serving as its Group Chief Executive Officer. On March 4, 2022, Mr. Tulloch joined the Public Sector Pension Investment Board (PSP). Mr. Tulloch has also served on several external boards including PoolRe and as Chair of ClimateWise. Mr. Tulloch received a B.A. in economics from the University of Waterloo in 1992, an M.B.A. from Heriot-Watt University in 2002, and is a Chartered Professional Accountant CPA, CMA since 1998. Mr. Tulloch is well qualified to serve as director due to his extensive operational, strategic, risk management and corporate governance experience, as well as executive leadership in the insurance industry. The Board also determined that Mr. Tulloch is an “Audit Committee financial expert” as defined by the applicable SEC rules. | |

  11. Board Nominees

    | ir.porchgroup.com | 15 |

  12. Board Nominees

    | Camilla Velasquez Age: 42 Director since 2022 | | | Camilla Velasquez was appointed as a director in October 2022. She is an accomplished senior product and growth leader who currently serves as the Senior Vice President and General Manager of New York Times Cooking. Prior, Ms. Velasquez worked as Senior Vice President of Product and Strategy at Justworks, the fastest growing HR and benefits technology company, which provides businesses and their employees with the SaaS tools and insurances they need to grow. Justworks also provides consumer-facing products and services. Throughout her career, Ms. Velasquez also held roles including Director of Payment Products and Multichannel Sales at Etsy and Director of New Product Development at American Express. In addition to her corporate experience, Ms. Velasquez serves as the board Chair for Young New Yorkers, an arts-based, youth diversion program focused on criminal justice reform. She holds a B.A. in Economics and in Spanish from Cornell University. Ms. Velasquez is well qualified to serve as director due to her significant strategic and product development experience, as well as her growth and executive leadership. | |

  13. Board Nominees

    | Regi Vengalil Age: 41 Director since 2020 | | | Regi Vengalil has served as a director since December 2020. Mr. Vengalil has been the Chief Financial Officer of Trax Retail, Inc, a private software company in the retail sector since August 2022. Prior to Trax, he was the Chief Financial Officer of Metromile, Inc. (Nasdaq: MILE, MILEW), a publicly-traded technology-driven auto insurer from May 2021 until the company’s sale to Lemonade in July 2022. Previously Mr. Vengalil served as Chief Financial Officer of Egencia, the corporate travel division of Expedia Group, from November 2019 to April 2021 and Global Head of Corporate Development & Strategy for Expedia Group from January 2017 to November 2019. Prior to that, Mr. Vengalil was an executive at Lending Club, an online lending marketplace, serving as Vice President, Strategy, M&A and Business Operations from May 2016 until January 2017. Previously Mr. Vengalil served as Vice President, Head of Strategy and Business Operations of Lending Club from November 2015 to May 2016 and Senior Director, Head of Corporate Strategy from October 2014 to November 2015. Mr. Vengalil holds a B.S. in Economics and an M.B.A., both earned with honors, from the Wharton School at the University of Pennsylvania. Mr. Vengalil is well qualified to serve as a director due to his extensive experience in M&A leadership at publicly-traded technology companies and financial, M&A and strategy experience across regions, industries and functions, including most recently with regard to insurance businesses. | |

  14. Board Nominees

    | 16 | 2024 Proxy Statement |

  15. Director Nominee Skills and Experience

    Director Nominee Skills and Experience

  16. Director Nominee Skills and Experience

    | Our directors exhibit broad perspectives, experiences, and knowledge relevant to our businesses, financial systems, risk management and long-term strategy |

  17. Director Nominee Skills and Experience

    | ir.porchgroup.com | 17 |

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s director compensation program consists of cash and equity compensation. With respect to 2023, each non-employee director earned cash fees and received RSU awards in the Company’s non-employee director compensation program as set forth below. Employee directors are not compensated for their additional service provided to the Board and thus are not included. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in attending Board and Committee meetings. The director compensation program was adopted in May 2021. ■Annual Board Cash Retainer: $30,000 ■Annual RSU Award: $80,000 ■Annual Committee Member Additional Retainers (paid in RSUs): ▪Audit Committee: $10,000 ▪Compensation Committee: $5,000 ▪Nominating and Corporate Governance Committee: $3,250 ▪M&A Committee: $5,000 ■Annual Committee Chair Additional Retainers (paid in RSUs; inclusive of committee retainer above): ▪Audit Committee: $20,000 ▪Compensation Committee: $10,000 ▪Nominating and Corporate Governance Committee: $7,500 ▪M&A Committee: $10,000 ■Annual Lead Independent Director Additional Retainer: ▪Cash: $31,875 ▪RSU Award: $31,875 The number of RSUs to be granted on the grant date, which occurs annually on the date of the Company’s annual meeting of stockholders, will be the nearest whole number of shares as determined by dividing the dollar value of the RSU Award or non-cash Retainer by the closing market price of the Company’s common stock as listed on the Nasdaq on the grant date, and if the grant date does not fall on a Nasdaq trading day, then on the last trading day prior to the grant date. Under the non-employee director compensation program, the RSU awards will vest on the one-year anniversary of the grant date, with two-thirds of the RSUs subject to resale restrictions expiring in equal increments on the first and second anniversaries of the vesting date. The RSUs will vest, and the resale restrictions will lapse in the event the director ceases to serve on the Board due to disability, removal without cause or other termination of service. In addition, in the event of a change in control in which the awards are not effectively assumed, the RSUs will vest in full, and the resale restrictions will lapse. Directors elected by the Board between annual meetings are paid a pro rata amount of any cash fee and receive a pro-rata grant of RSUs, based on the period of their service on the Board, and any Committee for which they may be appointed.

  19. DIRECTOR COMPENSATION

    | 32 | 2024 Proxy Statement |

  20. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth information for the year ended December 31, 2023, regarding the compensation awarded to or earned by certain of the Company’s non-employee directors. Mr. Ehrlichman, the Company’s Chief Executive Officer, does not receive any additional compensation for his service as a member of the Company’s Board. Please see "NEO Compensation Tables—2023 Summary Compensation Table" for the compensation paid or awarded to Mr. Ehrlichman for 2023.

  21. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sean Kell(3) | 30,000 | 86,616 | 116,616 | | Rachel Lam(4) | 30,000 | 102,500 | 132,500 | | Alan Pickerill(5) | 53,906 | 109,188 | 163,094 | | Amanda Reierson(6) | 30,000 | 57,521 | 87,521 | | Maurice Tulloch(7) | 30,000 | 100,000 | 130,000 | | Camilla Velasquez(8) | 30,000 | 57,521 | 87,521 | | Regi Vengalil(9) | 37,969 | 119,099 | 157,068 |

  22. 2023 Director Compensation Table

    (1) This column reports the amount of cash compensation earned in 2023 for annual Board, and if applicable, Lead Independent Director Service. (2) Amounts shown reflect the aggregate grant date fair value of RSU awards granted during 2023, computed in accordance with FASB ASC Topic 718. The grant date fair value of RSUs is valued using the closing price of Porch common stock on the June 8, 2023 grant date which was $1.33. These grant date fair values may not correspond to the actual value that will be realized by the directors. (3) On June 8, 2023, Mr. Kell was granted 65,125 RSUs for Board and Committee service. Mr. Kell had 65,125 RSUs outstanding as of December 31, 2023. (4) On June 8, 2023, Ms. Lam was granted 77,068 RSUs for Board and Committee service. Ms. Lam had 77,068 RSUs outstanding as of December 31, 2023. (5) On June 8, 2023, Mr. Pickerill was granted 82,097 RSUs for Board and Committee service. Mr. Pickerill had 35,231 vested outstanding stock options, and 82,097 outstanding RSUs as of December 31, 2023. (6) On June 8, 2023, Ms. Reierson was granted 43,249 RSUs for Board and Committee service. Ms. Reierson had 43,249 RSUs outstanding as of December 31, 2023. (7) On June 8, 2023, Mr. Tulloch was granted 75,188 RSUs for Board and Committee service. Mr. Tulloch had 75,188 RSUs outstanding as of December 31, 2023. (8) On June 8, 2023, Ms. Velasquez was granted 43,249 RSUs for Board and Committee service. Ms. Velasquez had 43,249 RSUs outstanding as of December 31, 2023. (9) On June 8, 2023, Mr. Vengalil was granted 89,548 RSUs for Board and Committee service. Mr. Vengalil had 89,548 RSUs outstanding as of December 31, 2023.

  23. 2023 Director Compensation Table

    | ir.porchgroup.com | 33 |

  24. 2023 Director Compensation Table

    PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024

  25. 2023 NEO Compensation Philosophy

    | KEY OBJECTIVES OF OUR COMPENSATION PHILOSOPHY: | | ■Link NEO compensation to Company performance through utilization of performance-based equity as a significant portion of total compensation ■Attract and retain a highly qualified executive leadership team ■Motivate our executive leadership team to execute our long-term growth strategy ■Allow for above-market total compensation for strong Company performance, subject to alignment with peer group practices and in recognition of the competitive landscape for highly qualified executive leaders ■Include appropriate risk mitigants in incentive programs |

  26. 2023 NEO Compensation Program

    | SUMMARY OF 2023 NEO COMPENSATION PROGRAMS | | ■Adopted the 2023 Bonus Plan, which features: ◦Achievement and award value solely based on two key objective Company financial performance metrics, with Compensation Committee discretion on payout; this completed the multi-year transition from an NEO bonus program with a discretionary achievement and award value component to a program solely based on key objective Company financial performance metrics ◦Continued use of revenue and Adjusted EBITDA (Loss) as a percentage of revenue, with payouts subject to achievement based on a combined performance grid of both metrics ◦A Compensation Committee-approved adjustment policy for performance metrics that provides objective methodology for addressing extraordinary events ◦Fixed payout caps of 200% of the target bonus of each NEO ◦Compensation Committee’s annual discretion to pay earned bonus in cash or equity | | ■Approved the 2023 LTI Equity Program, which features: ◦Continued mix of RSUs and PRSUs, with PRSUs representing 75% of target LTI equity award ◦Three PRSU components: the achievement of share price CAGR goals during three-year performance period (50% weighted); revenue goals in 2025 (25% weighted) and Adjusted EBITDA goals in 2025 (25% weighted). Fixed payout cap of 200% of target PRSUs ◦RSUs subject to time-based vesting over four years |

  27. 2023 NEO Compensation Program

    See "Compensation Discussion and Analysis—2023 NEO Compensation Program—2024 NEO Incentive Compensation Programs Preview" for an overview of our incentive program enhancements for 2024. 2023 Target Compensation The 2023 target compensation for our NEOs did not materially change from the 2022 target compensation. In particular, Messrs. Ehrlichman and Neagle entered into employment agreements in February 2022, and Mr. Tabak entered into an employment agreement in November 2022 in connection with his hiring. In connection with such employment agreements and again in setting 2023 target compensation, the Compensation Committee completed a detailed evaluation of the following factors for each NEO: individual performance for continuing NEOs; scope of role; skills, experience and criticality to the business; and internal pay equity and similar factors. In addition, the Compensation Committee reviewed peer group and market survey data as a reference point to address market competition for talent. The following charts set forth the 2023 target compensation for our NEOs, as well as the percentage of 2023 target compensation (based on grant value) that is performance-based (target bonus and target PRSUs) and that is at-risk (target bonus and target LTI equity awards). Charts exclude target values of 2023 PRSUs related to the 2022 LTI equity program. The target grant value of the 2023 LTI Equity Program is materially more than the grant date fair value of such awards computed in accordance with FASB ASC Topic 718 presented in “Stock Awards” column in the Summary

  28. 2023 NEO Compensation Program

    | 2024 Long-Term Incentive Plan | ■Shifting Absolute Share Price to a TSR metric. The TSR goal is measured by the Company’s percentile rank achievement relative to the S&P SmallCap 600 Index over a three-year performance period ending December 31, 2026. ■For TSR, achievement and relative payout under the TSR component is determined as follows, with interpolation between the 25th and 75th percentiles: TSR below 25th percentile of the S&P SmallCap 600 Index, 0% payout; TSR equal to 25th percentile of the Index, 50% payout; TSR equal to 50th percentile of the Index, 100% payout; and TSR greater than or equal to 75th percentile of the S&P SmallCap 600 Index, 200% payout. ■Maintaining the Adjusted EBITDA and Revenue goals, in addition to the TSR metric, and adjusting the weighting of the goals such that Revenue, Adjusted EBITDA, and TSR are weighted equally in determining achievement and related payouts. | | 2024 Short-Term Incentive Plan | ■Maintaining Revenue and Adjusted EBITDA goals weighted equally and transitioning to separate performance grids for each metric replacing combined performance grid; achievement and award value continue to be based solely on these two key objective Company financial performance metrics, with Compensation Committee discretion on payout. ■Returning to full year measurement period to align with 2024 profitability goals to further enhance pay-for-performance and align interests with our stockholders. |

  29. 2023 NEO Compensation Components

    | Element | Philosophy & Objective | | Salary | ■Attracts talent in a competitive market ■Provides stable income for retention during downturns in our relevant industries or economy, as well as upon reduced value of existing equity and equity awards ■Increases are not automatic or guaranteed, which incentivizes achievement of Company operational, financial and strategic goals and individual performance | | Short-Term Incentive Awards | ■Bonus Plan supports a pay-for-performance culture because achievement and award value are based on achievement of two objective financial Company performance metrics, with Compensation Committee discretion on payout ■Target bonuses reflect changes in base salary and additional responsibilities (including promotions), as well as consideration of benchmarking data | | Long-Term Incentive Equity Awards | ■Aligns with the long-term interests of stockholders due to vesting period and/or performance period ■Multiple equity vehicles provide diverse incentives for NEOs – RSUs provide full value on grant and retention; PRSUs reinforce long-term strategic business objectives and long-term value creation; both RSUs and PRSUs also subject to stock price changes |

  30. 2023 NEO Compensation Determinations

    Earned bonuses for our NEOs were based upon performance grids specifying the combined achievement levels of two objective Company performance goals, Revenue and Adjusted EBITDA (Loss) as a percentage of Revenue (i.e., Adjusted EBITDA (Loss) margin). The Compensation Committee determined to use such performance metrics because it believes they are key performance metrics aligned with profit and loss and earnings performance, and support overall stockholder value creation. The 2023 Bonus Plan does not have a distinct discretionary component to determine award value or achievement, which differs from NEO bonus plans in prior years and completes the multi-year transition to a fully objective NEO performance-based plan. No payout is made if the individual participant is not employed as of the payout date, subject to their respective employment agreements, and any payout of the earned bonus following achievement of the objective Company financial metrics is subject to Compensation Committee discretion. To further incentivize the Company's announced strategic goal of achieving profitability in the second half of 2023 and beyond, the Committee determined to set two measurement periods, each weighted equally: ■Full Year 2023 measurement period (50% weighted): achievement of the Company's 2023 Revenue and Adjusted EBITDA margin. ■Second half 2023 measurement period (50% weighted): achievement of the Company's second half 2023 Revenue and Adjusted EBITDA margin. This 2023 Bonus Plan has a threshold and maximum bonus opportunity of 25% and 200% of the applicable NEO target bonus. No bonus is earned if actual performance is below all threshold levels. The Committee also retains negative discretion to reduce the bonus for any reason. The 2023 Bonus Plan utilizes the same definition of Revenue and Adjusted EBITDA (Loss) as a percentage of Revenue as are used for purposes of the Company’s external reporting to stockholders, subject to the adjustment policy. ■Revenue is defined as GAAP total Revenue. ■Adjusted EBITDA (Loss) as a percentage of Revenue is defined as Adjusted EBITDA (Loss), a non-GAAP financial measure, divided by GAAP total Revenue. See "Appendix A" of this proxy statement, entitled “Use

  31. 2023 NEO Compensation Determinations

    of Non-GAAP Financial Measures,” for a definition of Adjusted EBITDA (Loss) and a reconciliation of Adjusted EBITDA (Loss) to net income (loss), which is the most directly comparable measure under GAAP. In addition, the Compensation Committee pre-approved an adjustment policy for the 2023 Bonus Plan, which includes adjustments for accounting changes, acquisitions, investments and, for Adjusted EBITDA, if the bonus is not paid in stock. For example, accounting adjustments will be made if material accounting treatment changes have occurred since the Company’s approved financial budget for the performance period, regardless of whether the changes are favorable or unfavorable, and do not reflect underlying performance of the business. Financial Performance Goal Setting. The 2023 performance goals were intended to be reasonably challenging and designed to appropriately incentivize and reward strong performance. The chart below sets forth the threshold, target and maximum goals for the financial performance metrics for each measurement period of the 2023 Bonus Plan established by the Compensation Committee. The target goals approximated the Company's 2023 budget. Because the performance grids are based on combined achievement levels, threshold and maximum can occur at multiple combinations of performance, and there are many combinations of achievement and payouts in between.

  32. 2023 NEO Compensation Determinations

    2023 Bonus Plan Results. The following are the financial results for the Company's full year 2023 and second half 2023 and corresponding payouts. No adjustments were approved by the Compensation Committee since the payouts would not have changed. ■Full Year 2023 measurement period (50% weighted): 200% payout achieved, based on revenue achieved of approximately $430 million and Adjusted EBITDA (Loss) margin of (10)%. ■Second half 2023 measurement period (50% weighted): 200% payout achieved, based on revenue achieved of approximately $244 million and Adjusted EBITDA margin of 8.4%. As a result, each NEO earned 200% of their target bonus under the 2023 Bonus Plan. In February 2024, the Compensation Committee approved the payouts and determined to pay NEO bonuses solely in cash. 2023 LTI Equity Program In April 2023, the Compensation Committee approved the 2023 LTI Equity Program for our NEOs for awards under the 2020 Stock Plan. The following table sets forth the grant values for the 2023 LTI equity awards to our NEOs. The 2023 aggregate grant values for each of our NEOs were denominated in PRSUs (75% of grant value) and RSUs (25% of grant value).

  33. 2023 NEO Compensation Determinations

    | Name | 2023 Annual PRSU Award(1) ($) | 2023 Annual RSU Award ($) | | Matthew Ehrlichman (1) | 4,125,000 | 1,375,000 | | Shawn Tabak | 292,500 | 97,500 | | Matthew Neagle (1) | 1,950,000 | 650,000 |

  34. 2023 NEO Compensation Determinations

    (1) This chart does not reflect the PRSUs granted in March 2023, which were the second tranche of the May 2022 PRSU award. See “Compensation Discussion and Analysis—2023 NEO Compensation Determinations—Outstanding PRSUs During 2023” below. Grant Values. The 2023 grant values were denominated in RSU awards and PRSU awards based on the 60-trading day VWAP of a share of common stock of the Company ending on April 4, 2023 ($2.3592 per share), which was also used for all Company employees who were granted annual equity awards in April 2023.

  35. 2023 NEO Compensation Determinations

    Annual PRSU Awards. Earned PRSUs for our NEOs will be based upon achievement of three distinct performance metrics and corresponding weightings: ■Absolute Share Price CAGR (50% weighting): achievement of CAGR hurdles by maintaining (i) a 90-day average closing share price within the first 18 months or (ii) 30-day average closing share price within the last 18 months, in each case during the three-year performance period ending April 7, 2026. ■Profit – Adjusted EBITDA (25% weighting): achievement of Adjusted EBITDA goal for 2025. ■Revenue (25% weighting): achievement of Revenue goal for 2025. The Compensation Committee pre-approved an adjustment policy for Adjusted EBITDA and Revenue metrics, which includes adjustments for accounting changes, acquisitions, divestitures, certain catastrophic insurance events and, for Adjusted EBITDA, if the bonus is not paid in stock. The Compensation Committee established threshold, target and maximum levels of Adjusted EBITDA and Revenue performance for each of the metrics of 50%, 100% and 200% of target, respectively, with interpolation in-between. No PRSUs are earned for a performance metric if actual performance is below the threshold level for the respective performance metric. The Committee also retains negative discretion to reduce the performance achievement or payouts for any reason. The initial stock price for the Absolute Share Price CAGR of $2.3592 was established using a 60-trading day VWAP. The threshold, target and maximum goals and corresponding payouts for the Absolute Share Price CAGR are as follows:

  36. 2023 NEO Compensation Determinations

    | | | Threshold | | Target | | Maximum | | | Performance Metric | Weighting | Goal | Payout | Goal | Payout | Goal | Payout | | 3 Year CAGR (4/7/2023 to 4/7/2026) | 50% | $3.59 15% CAGR | 50% | $4.08 20% CAGR | 100% | $5.18 30% CAGR | 200% |

  37. 2023 NEO Compensation Determinations

    As permitted by SEC rules and regulations, we are not including the threshold, target and maximum goals for Adjusted EBITDA and Revenue. Any earned PRSUs will vest upon the Compensation Committee’s determination of actual performance following the applicable performance period. No payout will be made if the individual participant is not employed as of the date of determination of actual performance. Additional information related to vesting and termination are included in the applicable PRSU Award Agreements as well as the terms of their employment agreements. Annual RSU Awards. Each RSU represents the right to receive, upon vesting, one share of common stock of the Company. The 2023 RSU awards will vest 25% on April 5, 2024, and the remaining RSUs will vest semi-annually in equal installments over the next 36 months, subject to the individual’s employment or service with the Company as contemplated in the RSU Award Agreement as well as the terms of their employment agreements. Recoupment Provisions. The 2023 LTI equity awards for our NEOs provide for a forfeiture of such awards (and a clawback of specified proceeds to the extent such awards have vested) for any material breach of specified restrictive covenants related to Company policies and additional restrictive covenants, including non-competition, non-solicitation, non-disparagement, assignment of proprietary rights and confidentiality. Additionally, the 2023 LTI equity awards are subject to clawback under our clawback policy. See "Compensation Discussion and Analysis—2023 NEO Compensation Determinations—Other Compensation Practices and Policies—Clawback Policy" below. Difference Between Grant Value and Grant Date Fair Value. The target grant value of the 2023 LTI Equity Program (used by the Compensation Committee to determine the number of RSUs and PRSUs) is materially more than the grant date fair value of such awards computed in accordance with FASB ASC Topic 718 (value presented in the Summary Compensation Table). With respect to the target grant value: ■To mitigate any volatility of stock price, the 2023 grant values were denominated in RSU awards and PRSU awards based on the 60-trading day VWAP of a share of common stock of the Company ending on April 4, 2023. The VWAP was $2.3592 per share, compared to the closing price of our common stock on April 4, 2023 of $1.56 per share. With respect to the grant date fair value: ■RSUs and the portion of PRSUs based on the achievement of financial performance metrics were valued using the closing price of common stock of the Company on Nasdaq on the grant date. The closing price of our common stock on April 6, 2023 (the last trading day prior to the grant date) was $1.37.

  38. 2023 NEO Compensation Determinations

    ■The PRSUs subject to the achievement of share price CAGR goals during the three-year performance period (50% weighted) is considered an award subject to a market condition, and therefore the grant date fair value is based on a Monte Carlo simulation that utilizes significant assumptions that determine the probability of satisfying the market conditions as of the grant date. The 2023 PRSUs subject to a market condition had a grant date fair value of $0.49 per share value as of the grant date. Partially offsetting the above impact is the second tranche of the May 2022 PRSU awards, which were granted to Messrs. Ehrlichman and Neagle in March 2023. The grant date fair value recognized is one-third of the PRSU award (the maximum to be earned on the second tranche). See “Compensation Discussion and Analysis—2023 NEO Compensation Determinations—Outstanding PRSUs During 2023” below. For example, Mr. Ehrlichman for 2023: ■$5,500,000 (grant value) divided by $2.3592 (60-day VWAP) = 2,331,299 shares for equity awards ■2,331,299 x 0.75 (PRSU weighting) = 1,748,474 PRSUs ▪1,748,474 x 0.50 (CAGR weighting) = 874,237 PRSUs x $0.49 (grant date fair value per share under Monte Carlo) = $428,376 grant date fair value ▪1,748,474 x 0.25 (Adjusted EBITDA weighting) = 437,119 PRSUs x $1.37 (grant date fair value per share at closing price) = $598,853 grant date fair value ▪1,748,474 x 0.25 (Revenue weighting) = 437,118 PRSUs x $1.37 (grant date fair value per share at closing price) = $598,852 grant date fair value ■2,331,299 x 0.25 (RSU weighting) = 582,825 RSUs x $1.37 (grant date fair value per share at closing price) = $798,470 grant date fair value ■211,127 PRSUs (second tranche of 2022 PRSUs) x $0.10 (grant date fair value per share under Monte Carlo) = $21,113 grant date fair value ■Total grant date fair value is $428,376 + $598,853 + $598,852 + $798,470 + $21,113 = $2,445,664 Outstanding New Hire Award (RSUs) – Mr. Tabak In connection with his appointment at the Company, Mr. Tabak received a one-time award of RSUs having an aggregate grant value of $900,000, which will be granted in four equal grant installments. The first tranche was granted in December 2022 and vested on the first anniversary of the grant date. The second tranche was granted in December 2023, with the remaining installments to be granted in December 2024 and 2025, respectively, and such RSUs will vest in approximately two equal installments on the six month anniversary and one year anniversary from the grant date. The vesting of the RSUs is subject to Mr. Tabak’s continued employment on each vesting date, certain other terms of the award agreement and the 2020 Stock Plan. Mr. Tabak was granted 230,860 RSUs on December 1, 2023, representing the second tranche of his new hire award. The number of RSUs was determined using the 60-day VWAP for the Company's common stock preceding the grant date, consistent with the Company's current practice. Outstanding PRSUs During 2023 In May 2022, the Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman and Neagle. The May 2022 PRSUs may be earned annually over a three-year period based on the attainment of two performance metrics: specified stock price hurdles (established using specified CAGRs of the VWAP of common stock) and the TTM Revenue Condition. The stock price hurdles must be achieved over any 20 trading dates within any 30 consecutive trading-day period during the applicable Achievement Period. The TTM Revenue Condition is set and measured in each year of the three-year period, and is based upon the Company’s actual annual revenue achieving at least 80% of the revenue as set forth in the Board-approved Company budget for the fiscal year that ends on December 31 of the applicable Achievement Period; provided, however, if the prior year TTM Revenue Condition is not satisfied, then the TTM Revenue Condition set for the next Achievement Period will be increased by the percentage difference between actual revenue and the TTM Revenue Condition for the previous Achievement Period before to the application of the 80% calculation for the current Achievement Period. FASB ASC Topic 718 stipulates that a grant date is established when the underlying terms of the award are fixed. As a result, the grant date and associated award grant date fair value are established annually over the three-year performance period because the TTM Revenue Condition for these PRSU awards is set on an annual basis. The actual number of PRSUs that can be earned for the 2022 and 2023 Achievement Periods is between 50% and 100% (subject to interpolation in-between) of one-third of the target PRSUs based upon the absolute share price achieving threshold and target amounts, provided that the TTM Revenue Condition target also is met for the

  39. How Compensation is Determined

    | Role of CEO & Management | In determining the compensation of NEOs other than Mr. Ehrlichman, the Compensation Committee receives input from Mr. Ehrlichman, the Compensation Committee's independent compensation consultant, and human resources leadership. Mr. Ehrlichman, as founder and CEO of Porch, has the most involvement and knowledge of the Company’s business goals, strategies, performance, and overall effectiveness of the senior management team and each person’s individual contribution to the Company's performance. Other key leaders, most notably the Company’s VP of People and Mr. Neagle, provide valuable context on the Company’s human capital management efforts as well as an understanding of peer and general market practices regarding compensation. Management also provides the Compensation Committee with information regarding the individual’s experience, current performance, potential for advancement and other subjective factors. No NEO participates in the final deliberations by the Committee with respect to such person’s own compensation. | | Role of Compensation Committee | As detailed further above, the Compensation Committee establishes the compensation of our NEOs after reviewing: individual performance for continuing NEOs; scope of role; skills, experience and criticality to the business; internal pay equity; benchmarking market data; and other factors it deems relevant. It also has used similar considerations to negotiate employment, transition and separation agreements with our NEOs. The Compensation Committee works with management to set the agenda for its regular meetings. The Compensation Committee also has special meetings and informal meetings and meets regularly in executive session to discuss compensation issues generally outside the presence of management, as well as to review the performance and determine the compensation of Mr. Ehrlichman. The Compensation Committee also regularly consults with its external advisors, including its compensation consultant and legal counsel. | | Role of Independent Consultants | The Compensation Committee engaged WTW as its independent compensation consultant beginning in May 2021 and continues to engage WTW. Representatives of WTW are invited to attend all Compensation Committee meetings. WTW provided recommendations on an appropriate peer group, assisted in the evaluation of 2023 target compensation setting, and reviewed and discussed alternatives for the design and implementation of the 2023 NEO Compensation Program. |

  40. Competitive Positioning

    Competitive Positioning The following criteria were assessed in determining the 2023 peer group: ■Publicly-traded companies on a major U.S. national securities exchange, with no bankruptcies or de-listings within the last three years ■Within our relevant industries ■Within an appropriate revenue range (which was the primary factor analyzed) Based on the advice of WTW and consideration by Compensation Committee members of criteria relevant to peer group selection, the Compensation Committee determined for 2023 that the following companies were comparable for purposes of evaluating the 2023 compensation program for NEOs:

  41. Competitive Positioning

    | 2023 Peer Group | | | | | ■Agilysys, Inc. ■American Software, Inc. ■Blend Labs, Inc. ■Domo, Inc. ■Eventbrite, Inc. ■EverQuote, Inc. | ■Fathom Holdings Inc. ■Goosehead Insurance, Inc. ■HCI Group, Inc. ■Hippo Holdings, Inc. ■Lemonade, Inc. | ■Liquidity Services, Inc. ■LivePerson, Inc. ■Mitek Systems, Inc. ■NI Holdings, Inc. ■PROS Holdings, Inc. | ■PubMatic, Inc. ■QuinStreet, Inc. ■Quotient Technology, Inc. ■Root, Inc. ■TrueCar, Inc. |

  42. Competitive Positioning

    This was the first refresh of the peer group since Porch became a public company. While there was a preference to maintain prior peers that remained appropriate under the criteria to ensure stability in the compensation analysis, the following adjustments were made to the foregoing peer group for 2023 given the importance of including insurance companies with the identified revenue criteria to complement the application software/technology focused peer group. The Compensation Committee believes these adjustments better reflect the changes in our Company since going public, our growth strategy, and the recent change in our Global Industrial Classification Standard (GICS) code from (25502020) Internet and Direct Marketing Retail to (45103010) Application Software.

  43. Competitive Positioning

    | Removals for 2023 | | Additions for 2023 | | | ■BRP Group, Inc. ■CarParts.com, Inc. ■Model N, Inc. ■RE/MAX Holdings, Inc. | ■ThredUp Inc. ■Trivago N.V. ■SemRush Holdings, Inc. | ■Blend Labs, Inc ■HCI Group, Inc. ■Hippo Holdings, Inc. ■Lemonade, Inc. | ■LivePerson, Inc. ■NI Holdings, Inc. ■Root, Inc. |

  44. Competitive Positioning

    In 2023, the Compensation Committee reviewed proposed target compensation against the peer group median for base salary and target total cash compensation, and the 75th percentile of the peer group for annual long-term equity awards. Compensation Policies and Practices Risk Assessment Consistent with SEC disclosure requirements, the Compensation Committee, with the assistance of WTW and management, has assessed compensation policies and practices for Company employees and concluded that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company.

  45. Tax Matters

    Tax Matters No Excise Tax Gross-Ups If a company makes “parachute payments,” Section 280G of the Internal Revenue Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments,” and Section 4999 of the Internal Revenue Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to a 20% excise tax, equal the portion of the parachute payments that exceeds one times the payee’s base amount. If a covered employee receives excess parachute payments in any year, the $1 million deduction limitation applicable to the covered employee for such year under Section 162(m) of the Internal Revenue Code is reduced (but not below zero) by the amount of the excess parachute payments. The CEO, CFO and COO employment agreements and the Company’s equity incentive plans (including the award agreements) may entitle our NEOs to receive payments in connection with a change in control that may result in excess parachute payments. However, the Company is not obligated to pay any tax gross-ups with respect to the excise tax imposed on any person who receives excess parachute payments.

  46. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows information regarding the compensation of our NEOs for services earned during the fiscal year ended December 31, 2023, and, to the extent required by SEC disclosure rules, the fiscal years ended December 31, 2022 and 2021.

  47. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | Matt Ehrlichman | 2023 | 600,000 | | 2,445,664 | | 1,200,000 | 21,110 | 4,266,774 | | Chief Executive Officer and Chairman | 2022 | 642,230 | | 12,893,066 | | | 47,926 | 13,583,222 | | | 2021 | 450,000 | 822,840 | | | | | 1,272,840 | | Shawn Tabak | 2023 | 390,000 | | 559,769 | | 390,000 | | 1,339,769 | | Chief Financial Officer | 2022 | 49,500 | | 324,253 | | | | 373,753 | | Matthew Neagle | 2023 | 417,885 | | 1,153,189 | | 835,770 | | 2,406,844 | | Chief Operating Officer | 2022 | 409,377 | | 1,069,807 | | | | 1,479,184 | | | 2021 | 348,488 | 433,876 | 8,866,323 | 89,888 | | | 9,738,575 |

  48. 2023 Summary Compensation Table

    (1)Reflects base salary during the relevant fiscal year. Mr. Ehrlichman's 2022 base salary is higher than his 2023 base salary because during 2022 he received an increase effective October 1, 2021. For a discussion regarding changes in base salary, see “Compensation Discussion and Analysis—2023 NEW Compensation Determinations—Base Salary.” (2)Includes aggregate grant date fair value of awards granted in the year indicated computed in accordance with FASB ASC Topic 718. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be realized by our NEOs. Option Awards consist of stock options valued using a Black-Scholes model. Stock Awards consist of RSUs and PRSUs. RSUs and the portion of PRSUs based on the achievement of financial performance metrics were valued using the closing price of common stock of the Company on Nasdaq on the grant date. The portion of PRSUs based on share price performance, considered a market condition under FASB ASC Topic 718, were valued based on the probable achievement of the underlying market conditions as of each grant date using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market conditions. The grant date fair value of PRSU awards granted in May 2022 in the Summary Compensation Table for 2022 and 2023 is determined under FASB ASC Topic 718, which stipulates that a grant date is established when the underlying terms of the award are fixed. Because the revenue condition for the PRSU awards granted in May 2022 are set on an annual basis, the grant date and associated award grant date fair value are established annually over the three-year performance period. The grant date fair value in 2022 and 2023 is impacted by the ability to earn only up to one-third of the target PRSU. (3)Reflects payouts under the 2023 Bonus Plan. For purposes of the 2023 Bonus Plan including the Permitted Adjustments, our full year Revenue was approximately $430 million and Adjusted EBITDA (Loss) as a percentage of Revenue was (10)%. On a combined basis this performance achievement resulted in the maximum payout for the full year measurement period. Our second half Revenue was approximately $244 million and Adjusted EBITDA as a percentage of Revenue was 8.4% resulting in a maximum payout for the half-year measurement period. This level of performance resulted in each of our NEOs earning 200% of their respective target bonuses under the 2023 Bonus Plan. (4)In connection with the additional SEC reporting and filing requirements for Mr. Ehrlichman’s purchase of shares in the Company, the Company has agreed to reimburse Mr. Ehrlichman for his personal legal expenses, not to exceed $60,000 annually. In 2023, the Company reimbursed Mr. Ehrlichman $21,110 for personal expenses relating to legal services received for SEC reporting and filings that relate to his purchase of shares in the Company.

  49. 2023 Summary Compensation Table

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  50. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The table below includes information regarding awards of 2023 Bonus Plan, RSUs and PRSUs to our NEOs during the fiscal year ended December 31, 2023. All equity awards in 2023 were granted pursuant to the 2020 Stock Plan.

  51. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Matt Ehrlichman | 3/16/23 | PRSU | | | | | 211,127 | 211,127(4) | | 21,113 | | | | BP | 300,000 | 600,000 | 1,200,000 | | | | | | | | 4/7/23 | PRSU | | | | 437,119 | 874,237 | 1,748,474(5) | | 428,376 | | | 4/7/23 | PRSU | | | | 218,560 | 437,119 | 874,238(6) | | 598,853 | | | 4/7/23 | PRSU | | | | 218,559 | 437,118 | 874,236(7) | | 598,852 | | | 4/7/23 | RSU | | | | | | | 582,825 | 798,470 | | Shawn Tabak | 12/1/23 | RSU | | | | | | | 230,860 | 387,845 | | | | BP | 97,500 | 195,000 | 390,000 | | | | | | | | 4/7/23 | PRSU | | | | 30,996 | 61,991 | 123,982(5) | | 30,375 | | | 4/7/23 | PRSU | | | | 15,498 | 30,996 | 61,992(6) | | 42,465 | | | 4/7/23 | PRSU | | | | 15,498 | 30,996 | 61,992(7) | | 42,465 | | | 4/7/23 | RSU | | | | | | | 41,328 | 56,619 | | Matthew Neagle | 3/16/23 | PRSU | | | | — | 70,375 | 70,375(4) | | 7,038 | | | | BP | 208,943 | 417,885 | 835,770 | | | | | | | | 4/7/23 | PRSU | | | | 206,638 | 413,275 | 826,550(5) | | 202,505 | | | 4/7/23 | PRSU | | | | 103,319 | 206,638 | 413,276(6) | | 283,094 | | | 4/7/23 | PRSU | | | | 103,319 | 206,638 | 413,276(7) | | 283,094 | | | 4/7/23 | RSU | | | | | | | 275,517 | 377,458 |

  52. 2023 Grants of Plan-Based Awards

    (1)Represents potential threshold, target and maximum payouts under the 2023 Bonus Plan for Messrs. Ehrlichman, Tabak and Neagle. The bonus opportunity under the 2023 Bonus Plan can be earned based upon a performance grid specifying the combined achievement levels of two objective Company performance goals, Revenue and Adjusted EBITDA (Loss) as a percentage of Revenue. The performance goals at target are based upon the Company’s 2023 budget, subject to an approved adjustment policy by the Compensation Committee. This performance-based 2023 bonus program has a threshold and maximum bonus opportunity of 50% and 200% of the applicable target bonus. The Committee has negative discretion to reduce the bonus for any reason. (2)The RSU awards granted on April 7, 2023, to Messrs. Ehrlichman, Tabak and Neagle will vest 25% on April 5, 2024, and thereafter semiannually in equal increments over the next 36 months, subject to each individual’s employment or service with the Company in accordance with applicable award and employment agreements. The RSU award granted to Mr. Tabak on December 1, 2023, represents the second installment of his one-time new hire award having an aggregate grant date value of $900,000 that is being granted in four installments. This second installment vests semiannually over one year, subject to Mr. Tabak's continued employment in accordance with his award and employment agreements. (3)Each amount reported in this column represents the grant date fair value of the applicable award which was determined pursuant to FASB ASC Topic 718. RSUs granted during the year and the portion of PRSUs granted during the year based on financial performance metrics were valued based on the closing stock price on the date of grant. The portion of PRSUs based on market conditions were valued based on the probable achievement of the underlying market conditions as of the date of grant using a Monte Carlo simulation. The actual amounts that will be received by our NEOs with respect to these market and/or performance-based awards will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was deemed probable at the date of grant. The Monte Carlo pricing model assumptions were as follows:

  53. 2023 Grants of Plan-Based Awards

    | Grant Date | Expected Term (years) | Risk-Free Interest Rate (%) | Expected Volatility (%) | Assumed Annual Dividend Rate (% of grant date closing price) | | 3/16/2023 | 0.8 | 4.6 | 100.0 | 0 | | 4/7/2023 | 3.0 | 3.7 | 95.0 | 0 |

  54. 2023 Grants of Plan-Based Awards

    (4)This amount represents the grant date fair value of the second tranche of the May 20, 2022 PRSU awards granted to each of Messrs. Ehrlichman and Neagle for the 2023 Achievement Period, representing one-third of the full target PRSU award. The actual number of PRSUs that can be earned for the 2023 Achievement Period is between 50% and 100% based upon the Absolute Share Price achieving threshold and target amounts, provided that the TTM Revenue Condition target is also met for the 2023 Achievement Period. The March 16, 2023 grant date reflects the timing of when all the definitive terms of the award were known, i.e., the determination of the 2023 TTM Revenue Condition. Actual revenue for 2022 was lower than the TTM Revenue Condition by 9.5%, resulting in no PRSUs being earned by Messrs. Ehrlichman and Neagle for the 2022 Achievement Period. Therefore, the budget for 2023 Achievement Period was increased by 9.5% to determine the TTM Revenue Condition representing 80% of the budget. For the

  55. 2023 Grants of Plan-Based Awards

    | 54 | 2024 Proxy Statement |

  56. 2023 Grants of Plan-Based Awards

    Achievement Period in 2024, each of Messrs. Ehrlichman and Neagle can earn between 100% to 200% of the full target PRSU award if the Absolute Share Price exceeds target and maximum amounts and the TTM Revenue Condition target is met. (5)This amount represents the grant date fair value of the portion of the PRSU awards granted to each of our NEOs in April 2023 that may be earned and vested based on achieving absolute share price CAGR hurdles. The CAGR hurdles can be achieved by maintaining a 90-day average closing share price within the first 18 months or 30-day average closing share price within the last 18 months of the three-year performance period ending April 5, 2026. The threshold, target and maximum levels of CAGR performance of 15%, 20% and 30% yield 50%, 100% and 200% of target, respectively. (6)This amount represents the grant date fair value of the portion of the PRSU awards granted to each of our NEOs in April 2023 that may be earned and vested based on achieving Adjusted EBITDA goals for 2025. (7)This amount represents the grant date fair value of the portion of the PRSU awards granted to each of our NEOs in April 2023 that may be earned and vested based on achieving Revenue goals for 2025.

  57. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information regarding the outstanding stock options and stock awards held by each of our NEOs as of December 31, 2023.

  58. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Matthew Ehrlichman | 3/23/2017 | 3/22/2017 | 281,856(1) | — | 1.92 | 3/22/2027 | — | — | — | — | | | 3/23/2017 | 5/19/2017 | 281,856(1) | — | 1.92 | 3/22/2027 | — | — | — | — | | | 10/18/2018 | 9/12/2018 | 1,328,468(1) | — | 2.73 | 10/17/2028 | — | — | — | — | | | 6/5/2020 | 3/31/2020 | 21(2) | 2(2) | 3.30 | 6/4/2030 | — | — | — | — | | | 2/10/2022 | 10/1/2021 | — | — | — | — | 28,969(5) | 89,225(9) | — | — | | | 2/10/2022 | 10/1/2021 | — | — | — | — | 231,750(6) | 713,790(9) | — | — | | | 2/10/2022 | 10/1/2021 | — | — | — | — | — | — | 883,740(10) | 2,721,919(9) | | | 5/20/2022 | 4/1/2022 | — | — | — | — | 131,969(7) | 406,465(9) | — | — | | | 3/16/2023 | 3/16/2023 | — | — | — | — | — | — | 211,127(11) | 650,271(9) | | | 4/7/2023 | 4/1/2023 | — | — | — | — | 582,825(7) | 1,795,101(9) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | — | 1,748,474(13) | 5,385,300(9) | | Matthew Neagle | 6/6/2018 | 4/1/2018 | 264(1) | — | 2.07 | 6/5/2028 | — | — | — | — | | | 6/6/2018 | 4/1/2018 | 291(1) | — | 2.07 | 6/5/2028 | — | — | — | — | | | 8/24/2018 | 7/1/2018 | 1,278(1) | — | 2.73 | 8/23/2028 | — | — | — | — | | | 6/5/2020 | 3/1/2020 | 5,135(3) | 734(3) | 3.30 | 6/4/2030 | — | — | — | — | | | 6/5/2020 | 3/1/2020 | 6,199(2) | 846(2) | 3.30 | 6/4/2030 | — | — | — | — | | | 4/22/2021 | 12/31/2020 | 10,656(4) | 1,987(4) | 13.23 | 4/21/2031 | — | — | — | — | | | 11/16/2021 | 10/1/2021 | — | — | — | — | 37,609(5) | 115,836(9) | — | — | | | 11/16/2021 | 10/1/2021 | — | — | — | — | 12,309(6) | 37,912(9) | — | — | | | 11/16/2021 | 10/1/2021 | — | — | — | — | — | — | 37,184(12) | 114,527(9) | | | 5/20/2022 | 4/1/2022 | — | — | — | — | 131,969(7) | 406,465(9) | — | — | | | 3/16/2023 | 3/16/2023 | — | — | | | — | — | 70,375(11) | 216,755(9) | | | 4/7/2023 | 4/1/2023 | — | — | | | 275,517(7) | 848,592(9) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | — | 826,551(13) | 2,545,777(9) | | Shawn Tabak | 4/7/2023 | 4/1/2023 | — | — | — | — | 41,328(7) | 127,290(9) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | — | 123,983(13) | 381,868(9) | | | 12/1/2023 | 12/1/2023 | — | — | — | — | 230,860(8) | 711,049(9) | — | — |

  59. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)This option vested 25% on the first anniversary of the vesting commencement date and the remaining in subsequent 1/36th monthly increments. (2)This option vests 25% on the vesting commencement date, 25% on the first anniversary of the vesting commencement date and the remaining in subsequent 1/36th monthly increments. (3)This option vests 25% on the six month anniversary of the vesting commencement date, 25% in monthly increments over the next six months, another 25% on the first anniversary of the vesting commencement date and the remaining 25% of options vest in subsequent 1/36th monthly increments.

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

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  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    (4)This option vests 25% on the vesting commencement date, 25% on the first anniversary of the vesting commencement date and the remaining in subsequent 1/35th monthly increments. (5)This stock award vests in 1/10th increments every quarter over 30 months. (6)This stock award vests in 1/12th increments every quarter over 36 months. (7)This stock award vests 25% on the first anniversary of the vesting commencement date and the remaining semiannually over three years. (8)This stock award vests semiannually over one year. (9)This value is calculated by multiplying the number of shares subject to this award by $3.08, the closing stock price of a share of Company common stock on December 31, 2023. (10)This stock award vests in one-third installments if certain stock price triggers are achieved within 36-months following the grant as follows: (i) one-third (1/3) of the shares will vest if the closing price of a share of Company common stock is greater than or equal to $26.00 over 20 trading days within a 30-consecutive trading day period; (ii) one-third (1/3) of the shares will vest if the closing price of a share of Company common stock is greater than or equal to $28.00 over any 20 trading days within any 30-consecutive trading day period; and (iii) the remaining one-third (1/3) of the shares will vest if the closing price of a share of Company common stock is greater than or equal to $30.00 over any 20 trading days within any 30-consecutive trading day period. (11)This stock award represents the second tranche of the May 20, 2022 PRSU award for the 2023 Achievement Period, representing one-third of the full target PRSU award. The actual number of PRSUs that can be earned for the 2023 Achievement Period is between 50% and 100% based upon the Absolute Share Price achieving threshold and target amounts, provided that the TTM Revenue Condition target is also met for the 2023 Achievement Period. The March 16, 2023 grant date reflects the timing of when all the definitive terms of the award were known, i.e., the determination of the 2023 TTM Revenue Condition. Actual revenue for 2022 was lower than the TTM Revenue Condition by 9.5%, resulting in no PRSUs being earned for the 2022 Achievement Period. Therefore, the budget for 2023 Achievement Period was increased by 9.5% to determine the TTM Revenue Condition representing 80% of the budget. For the Achievement Period in 2024, the NEO can earn between 100% to 200% of the full target PRSU award if the Absolute Share Price exceeds target and maximum amounts and the TTM Revenue Condition target is met. (12)This stock award vests in one-third installments if certain stock price triggers are achieved within 36 months following the grant as follows: (i) one-third (1/3) of the shares will vest if the closing price of a share of Company common stock is greater than or equal to $24.00 over 20 trading days within a 30-consecutive trading day period; (ii) one-third (1/3) of the shares will vest if the closing price of a share of Company common stock is greater than or equal to $26.00 over any 20 trading days within any 30-consecutive trading day period; and (iii) the remaining one-third (1/3) of the shares will vest if the closing price of a share of Company common stock is greater than or equal to $28.00 over any 20 trading days within any 30-consecutive trading day period. (13)This stock award vests in 2026 based on the achievement of three performance metrics, 50% based on absolute share price CAGR, 25% based on Revenue and 25% based on Adjusted EBITDA. The actual number of PRSUs that can be earned is between 0% and 200% of the target number of PRSUs.

  62. 2023 Options Exercised and Stock Vested

    2023 Options Exercised and Stock Vested The following table reflects, for each of our NEOs, the number of RSUs vested during the fiscal year ended December 31, 2023. There were no option exercises for our NEOs during the fiscal year ended December 31, 2023.

  63. 2023 Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Matthew Ehrlichman | 368,868 | 494,453 | | Shawn Tabak | 145,405 | 244,280 | | Matthew Neagle | 141,406 | 182,115 |

  64. 2023 Options Exercised and Stock Vested

    (1)Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares that may be withheld to satisfy applicable tax obligations. (2)Represents the value of vested RSUs calculated by multiplying the gross number of vested RSUs by the closing price of the Company’s common stock on the Nasdaq on the vesting date or if the vesting occurred on a day on which the Nasdaq was closed for trading, the next trading day.

  65. Pension Benefits

    Pension Benefits The Company does not sponsor or maintain any defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement of its employees, including our NEOs.

  66. Pension Benefits

    | 56 | 2024 Proxy Statement |

  67. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company does not sponsor or maintain any defined contribution or other plan for its employees, including our NEOs, that provides for the deferral of compensation on a basis that is not tax-qualified.

  68. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table estimates the potential payments and benefits to our NEOs upon termination of employment or a change of control, assuming such event occurs on December 31, 2023. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs. Other Notes Applicable to Table. The 2012 Stock Plan and the 2020 Stock Plan each provide for the acceleration of vesting of equity awards under specified circumstances noted above. The table reflects (A) the intrinsic value of such acceleration, based on the closing price of the common stock on Nasdaq on December 29, 2023 ($3.08) and (B) to the extent the applicable equity award is an option, the exercise price thereof. The table does not reflect the intrinsic value of vested equity awards, which is set forth in "Outstanding Equity Awards at December 31, 2023." The Compensation Committee or Board has discretion to accelerate the vesting of equity awards under the 2012 Stock Plan or the 2020 Stock Plan to the extent not expressly set forth above. The table assumes that neither the Compensation Committee nor the Board utilize such discretion. For a termination following a change in control, the table below assumes the change in control event and the termination event each occur as of December 31, 2023.

  69. Potential Payments Upon Termination or Change of Control

    | Executive | Qualifying Termination of Employment(1) | Qualifying Termination within 12 Months Following a Change in Control(2) | Change in Control(3) | | Matthew Ehrlichman | $12,928,461 | $14,294,277 | $14,294,277 | | Shawn Tabak | $1,756,275 | $1,835,831 | $1,835,831 | | Matthew Neagle | $4,818,098 | $5,592,349 | $5,592,349 |

  70. Potential Payments Upon Termination or Change of Control

    (1) For purposes of this column, “qualifying termination of employment” refers to a termination of employment by the Company or any subsidiary without cause or a termination by the executive for good reason. For each of our NEOs, the figures reflect the value of cash severance equal to 12 months of annual base salary, the annual target bonus, the cost of COBRA coverage, the value of RSU awards that would have vested within 12 months following termination, and the value of accelerated vesting of PRSU awards. For our PRSU awards, the Company has assumed performance goals applicable to each award are satisfied at target prior to the end of each applicable performance period. (2) For purposes of this column, the Company has assumed that the outstanding equity awards have been assumed or substituted by the successor or acquirer in connection with the change in control event. “Qualifying Termination of Employment” for purposes of this column refers to a termination of employment by the Company or any subsidiary without cause or a termination by the executive for good reason. For each of our NEOs, the figures reflect the values noted in footnote (1) with the exception of the value of RSU awards in that we are including the value of accelerated vesting of all outstanding RSU awards pursuant to the terms of the applicable award agreements. (3) For purposes of this column, the Company has assumed that the outstanding equity awards were not assumed or substituted by the successor or acquirer in connection with the change in control event. For each of our NEOs, the figures reflect the values noted in footnote (1) with the exception of the value of RSU awards in that we are including the value of accelerated vesting of all outstanding RSU awards pursuant to the terms of the applicable award agreements.

  71. Potential Payments Upon Termination or Change of Control

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  72. CEO PAY RATIO

    CEO PAY RATIO Pursuant to applicable SEC rules, presented below is the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. This information is being provided for compliance purposes only. Neither the Compensation Committee nor management of the Company used the pay ratio in making compensation decisions for 2023. For 2023, we selected a new median employee given our population changes resulting from headcount reductions and the inclusion of employees of our 2022 acquisitions that were previously excluded from our 2022 CEO pay ratio. The new median employee was selected from a group of 867 full-time and part-time employees who were active as of December 31, 2023. In identifying our median employee, we used the annual base salary of each employee for the twelve-month period that ended on December 31, 2023, plus any earned commissions and overtime, all of which was obtained from internal payroll and records. We did not include independent contractors or leased workers in our employee population for purposes of making our determination. As disclosed in the Summary Compensation Table, the 2023 annual total compensation, as determined under Item 402 of Regulation S-K, for our CEO was $4,266,774. The 2023 annual total compensation, as determined under Item 402 of Regulation S-K, for our median employee was $87,129, representing a business unit exempt level employee receiving base salary and annual LTI awards. Based on the foregoing, our estimate of the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for 2023 is 49 to 1. Given the different methodologies, estimates, adjustments and other assumptions that public companies utilize to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.

  73. CEO PAY RATIO

    | 60 | 2024 Proxy Statement |

  74. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table provides information about the relationship between executive CAP and certain financial performance of the Company, in accordance with Item 402(v) of Regulation S-K. Please see the “Compensation Discussion and Analysis” for an overview of our compensation philosophy, objectives, processes and components of our NEO compensation program, including how the Compensation Committee structures our NEO compensation program to motivate and reward the achievement of performance-based financial goals that align with our operational and strategic objectives. The SEC-defined CAP data set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in the values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis”, the PRSUs are subject to multi-year performance conditions tied to objective performance metrics and all of the RSUs, PRSUs and stock options are subject to time vesting conditions or holding periods. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest (or thereafter upon exercise, in the case of outstanding stock options).

  75. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Company Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income (Loss) (in thousands) ($)(7) | Stock Price Performance ($)(8) | | 2023 | 4,266,774 | 9,047,023 | 1,873,307 | 3,318,178 | 31 | 202 | (133,933) | 1.98 | | 2022 | 13,583,222 | (5,051,506) | 896,705 | (1,798,741) | 19 | 129 | (156,559) | 7.87 | | 2021 | 1,272,840 | 12,645,437 | 5,272,339 | 3,812,619 | 157 | 182 | (106,606) | 19.57 | | 2020 | 16,829,446 | 35,260,766 | 1,089,816 | 5,083,656 | 144 | 136 | (71,316) | 11.02 |

  76. PAY VERSUS PERFORMANCE

    (1)We have never sponsored or maintained any defined benefit or actuarial pension plans. Therefore no pension value adjustments were made to the compensation actually paid amounts set forth in the table above. The Company has not paid nor accrued any dividends on equity awards in any applicable year. (2)The dollar amounts reported in the table are the amounts of total compensation reported for Mr. Ehrlichman and the average amounts of total compensation reported for the other NEOs as a group, as listed in footnote (4), for each corresponding year in the "Total" column of the Summary Compensation Table, as applicable. See "NEO Compensation Tables—2023 Summary Compensation Table". (3)The PEO reported in the table represents Mr. Ehrlichman for all four years shown. The dollar amounts reported represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ehrlichman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides the adjustments that were made to Mr. Ehrlichman’s total compensation for each year to determine the CAP.

  77. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less | Reported Value of Equity Awards ($)(a) | Plus | Equity Award Adjustments ($)(b) | Equals | CAP for PEO ($) | | 2023 | 4,266,774 | | 2,445,664 | | 7,225,913 | | 9,047,023 | | 2022 | 13,583,222 | | 12,893,066 | | (5,741,662) | | (5,051,506) | | 2021 | 1,272,840 | | — | | 11,372,597 | | 12,645,437 | | 2020 | 16,829,446 | | 14,964,252 | | 33,395,572 | | 35,260,766 |

  78. PAY VERSUS PERFORMANCE

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  79. PAY VERSUS PERFORMANCE

    | | Equity Award Adjustments | | | | | | | Year | Added Value of Outstanding and Unvested Awards Granted During the Year ($) | Added Change in Value of Outstanding and Unvested Awards Granted in Prior Years ($) | Added Value as of Vesting Date of Awards Granted and Vested During the Year ($) | Added Change in Value of Awards Granted in Prior Years and Vested During the Year ($) | Deducted Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions During the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 6,974,212 | 471,227 | — | (199,020) | (20,506) | 7,225,913 | | 2022 | 1,520,099 | (6,746,516) | 1,520,122 | (2,035,367) | — | (5,741,662) | | 2021 | — | (1,078,059) | — | 12,450,656 | — | 11,372,597 | | 2020 | 24,873,237 | 7,524,199 | — | 998,136 | — | 33,395,572 |

  80. PAY VERSUS PERFORMANCE

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted and vested in the same year for any applicable year, the amount equal to the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; and (v) the subtraction of the prior year year-end fair value for any awards granted in prior years that fail to meet the applicable vesting conditions during the applicable year. The fair values of RSUs and PRSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates in accordance with FASB ASC 718, consistent with the approach used to value the awards at the grant date as described in our Form 10-K. In accordance with Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards were remeasured as of the end of each year, and as of each vesting date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the grant date. Any material changes to the RSU, PRSU and stock option fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates, and for PRSUs, updated estimates for performance outcomes. (4)The Non-PEO NEOs reported in the table represent Messrs. Neagle and Heimbigner for years 2020 and 2021, Messrs. Tabak, Neagle and Heimbigner for year 2022, and Messrs. Tabak and Neagle for 2023. To calculate CAP, the following average adjustments were made to the average total compensation number shown in the Summary Compensation Table. See footnotes (a) and (b) to footnote (3) above for information on footnotes (a) and (b) in the table below.

  81. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less | Average Reported Value of Equity Awards ($)(a) | Plus | Average Equity Award Adjustments ($)(b) | Equals | Average CAP for Non-PEO NEOs ($) | | 2023 | 1,873,307 | | 856,479 | | 2,301,350 | | 3,318,178 | | 2022 | 896,705 | | 464,687 | | (2,230,759) | | (1,798,741) | | 2021 | 5,272,339 | | 4,603,657 | | 3,143,937 | | 3,812,619 | | 2020 | 1,089,816 | | 592,567 | | 4,586,407 | | 5,083,656 |

  82. PAY VERSUS PERFORMANCE

    | 62 | 2024 Proxy Statement |

  83. PAY VERSUS PERFORMANCE

    | | Equity Award Adjustments | | | | | | | Year | Added Value of Outstanding and Unvested Awards Granted During the Year ($) | Added Change in Value of Outstanding and Unvested Awards Granted in Prior Years ($) | Added Value as of Vesting Date of Awards Granted and Vested During the Year ($) | Added Change in Value of Awards Granted in Prior Years and Vested During the Year ($) | Deducted Fair Value at the End of the Prior Year of Awards that Failed to Meet Vesting Conditions During the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 2,249,022 | 110,119 | — | (57,460) | (331) | 2,301,350 | | 2022 | 223,440 | (765,032) | — | (635,944) | (1,053,223) | (2,230,759) | | 2021 | 1,594,276 | 197,963 | 590,891 | 760,807 | — | 3,143,937 | | 2020 | 4,394,085 | 124,552 | 40,810 | 26,960 | — | 4,586,407 |

  84. PAY VERSUS PERFORMANCE

    (5)Assumes an investment of $100 was made in the Company's common stock on January 13, 2020, the first day of trading of the Company’s common stock on Nasdaq, and measures cumulative TSR from that date through and including December 31 of the specified year. Historical stock performance is not necessarily indicative of future stock performance. (6)Assumes an investment of $100 was made in the S&P 500 IT Index on January 13, 2020, and measures cumulative TSR from that date through and including December 31 of the specified year. (7)Reflects the Company's net income (loss) as reported in our financial statements. (8)Reflects the highest average 90-day average of the closing share price of the Company's common stock within the specified year, representing a performance condition associated with stock price compound annual growth targets for our PRSU awards.

  85. Pay versus Performance Description of Relationships

    Pay versus Performance Description of Relationships The graphs below show the relationship of CAP for our PEO and other NEOs in 2023, 2022, 2021 and 2020 to: (1) TSR of both our Company and Peer Group; (2) net income (loss); and (3) Stock Price Performance (reflecting the highest 90-day average of the closing share price of the Company's common stock within the specified year). The Compensation Committee has not previously used or considered CAP, as computed in accordance with Item 402(v) of Regulation S-K, to set NEO target pay or align our NEO compensation to Company performance. See “Compensation Discussion and Analysis” for a discussion of how the Compensation Committee designs our NEO compensation program and sets NEO target pay.

  86. Pay versus Performance Description of Relationships

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  87. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  88. Compensation Actually Paid versus Net Income (loss)

    Compensation Actually Paid versus Net Income (loss)

  89. Compensation Actually Paid versus Net Income (loss)

    | 64 | 2024 Proxy Statement |

  90. Compensation Actually Paid versus Stock Price Performance

    Compensation Actually Paid versus Stock Price Performance Reflects the highest 90-day average of the closing share price of the Company's common stock within the specified year, consistent with a performance condition of PRSU awards granted in 2023.

  91. Tabular List of Performance Measures

    | MOST IMPORTANT PERFORMANCE MEASURES TO DETERMINE 2023 COMPENSATION ACTUALLY PAID | | | | Stock Price Performance | Revenue | Adjusted EBITDA (Loss) as a Percentage of Revenue |