DEF 14A of Porch Group, Inc., Apr 17, 2025

DEF 14A of Porch Group, Inc.

Filed Apr 17, 2025 · FY20240001784535-25-000037

Open on EDGAR

  1. June 11, 2025 ‖ Virtual Meeting at 10:00 a.m. Pacific Time ‖ www.virtualshareholdermeeting.com/PRCH2025

    | Pay Versus Performance | 54 | | Equity Compensation Plan Information | 58 | | Security Ownership of Certain Beneficial Owners and Management | 59 | | Where You Can Find More Information | 61 | | Questions and Answers | 62 | | Appendix A: Use of Non-GAAP Financial Measures | 67 | | Appendix B: Use of Key Performance Measures and Operating Metrics | 69 | | Appendix C: Additional Information Regarding Change of Independent Registered Public Accounting Firm | 71 |

  2. Our Board Nominees

    Our Board Nominees

  3. Our Board Nominees

    | Matthew Ehrlichman Age: 45 Director since 2020 Qualification Highlights: •Leadership •Strategy •Financial Acumen and Expertise | | | Matthew Ehrlichman is the Founder, Chief Executive Officer, and Chairman of Porch. Prior to founding 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. Mr. Ehrlichman is qualified to serve as a director due to his significant leadership since the founding of 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. Our Board Nominees

    | Sean Kell Age: 56 Director since 2022 Qualification Highlights: •Human Capital Management •Leadership •Marketing | | | 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. Our Board Nominees

    | 12 | 2025 Proxy Statement |

  6. Our Board Nominees

    | Rachel Lam Age: 57 Director since 2021 Qualification Highlights: •Financial Acumen and Expertise •Corporate Transactions •Corporate Governance | | | 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, including Innovid Corp. (an NYSE-listed company prior to its 2025 strategic sale) from 2021 - 2024, and currently serves on the board of Magnite (Nasdaq: MGNI), the world’s largest independent sell-side ad platform. In March 2025, Ms. Lam joined the board of Action Against Hunger USA, a leading non-profit organization fighting global hunger. 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. Our Board Nominees

    | Alan Pickerill Age: 58 Director since 2020 Qualification Highlights: •Corporate Governance •Financial Acumen and Expertise •Investor Relations | | | 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 served as a director of our predecessor entity from September 2019 until the completion of the December 2020 business combination that created Porch Group, Inc. He currently serves as 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. He previously served as the chair of the board for Leafly Holdings, Inc. (Nasdaq: LFLY) until March 2025. 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. Our Board Nominees

    | ir.porchgroup.com | 13 |

  9. Our Board Nominees

    | Amanda Reierson Age: 48 Director since 2022 Qualification Highlights: •Digital •Insurance Marketing •Technology | | | 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. Ms. Reierson is well qualified to serve as a director due to her extensive marketing and technology experience in the home services and insurance industries. | |

  10. Our Board Nominees

    | Maurice Tulloch Age: 56 Director since 2021 Qualification Highlights: •Insurance •Risk Management •Leadership and Strategy | | | 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. In March 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. Our Board Nominees

    | 14 | 2025 Proxy Statement |

  12. Our Board Nominees

    | Camilla Velasquez Age: 43 Director since 2022 Qualification Highlights: •Strategy •Human Capital Management •Digital/Technology | | | 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 is an angel investor in HR, fintech, and consumer businesses, including Aboon and Uprise Financial. She is a board advisor for Dalia HR. She also is the Board Chair for Young New Yorkers, an arts-based diversion program, and serves on the Digital Subcommittee of the Board of Trustees for the Brooklyn Public Library. 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. Our Board Nominees

    | Regi Vengalil Age: 42 Director since 2020 Qualification Highlights: •Financial Acumen and Expertise •Corporate Transactions •Underwriting and Capital Allocation | | | 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 his financial, M&A, and strategy experience across regions, industries and functions, including most recently with regard to insurance businesses. | |

  14. Our Board Nominees

    | ir.porchgroup.com | 15 |

  15. Director Independence

    Director Independence Under our Corporate Governance Guidelines, at least a majority of our Board must qualify as an "independent director" under Nasdaq rules which require, in the opinion of the Board, that a person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. A director may not be considered independent if the director is or was within the past three years an executive officer or an employee of Porch, or a family member of the director is or has been within the past three years an executive officer of Porch. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. The Nominating and Corporate Governance Committee and Board undertook a review of the independence of each non-employee director, all of whom have been nominated for election at the Annual Meeting, and considered all available factors to assess whether any non-employee director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, and upon the recommendation of the Nominating and Corporate Governance Committee, the Board determined that each of Mses. Lam, Reierson, and Velasquez and Messrs. Kell, Pickerill, Tulloch, and Vengalil is an “independent director.” The Nominating and Corporate Governance Committee is comprised only of independent directors. Furthermore, the Board has determined, upon recommendation of the Nominating and Corporate Governance Committee, that each of the members of the Audit Committee and Compensation Committee qualify as independent in accordance with the additional independence rules established by the SEC and Nasdaq. In making these determinations, the Nominating and Corporate Governance Committee and Board reviewed and discussed information provided by the directors through a detailed questionnaire and by us with regard to each director’s business and personal activities and relationships as they may relate to our Company, auditors, and management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section entitled “Certain Relationships and Related Person Transactions.” We believe that the independence of our Board is critical for unbiased decision-making, transparency, accountability to stockholders, and protecting stockholder interests. More specifically, we believe that our independent governance model helps us optimize capital allocation to position us to generate returns for our investors and to carefully manage the risks we face across our verticals in pursuit of those returns.

  16. Director Independence

    | 16 | 2025 Proxy Statement |

  17. Director Nominee Skills and Experience

    Director Nominee Skills and Experience

  18. 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 | | | | | | | | | | | | Ehrlichman | Kell | Lam | Pickerill | Reierson | Tulloch | Velasquez | Vengalil | Percentage | | Corporate Governance Experience in and commitment to the highest standards of corporate governance, including experience as a director or senior executive in a listed company, large organization, or government body | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | 75% | | Corporate Sustainability and Community Engagement Understanding and experience in sustainability best practices to manage the impact of business operations on the environment and community and the potential impact of climate change on business operations, and expertise in community and stakeholder relations | | ✓ | | ✓ | | ✓ | ✓ | | 50% | | Corporate Transactions Experience in assessing and completing complex business transactions, including mergers, acquisitions, divestments, capital markets, reorganizations, and business integration | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Digital, Data, Privacy, and Technology Experience or expertise in identifying, assessing, implementing, and leveraging digital technologies and other innovations, understanding the use of data and analytics, related regulation, and responding to digital disruption; may include experience with data security and cyber incident response | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Financial Acumen and Expertise Experience or expertise in financial markets, financial operations, investing, financial accounting, financial reporting, or the financial management of an organization | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | 75% | | Human Capital Management Experience managing and developing a workforce, and promoting equity and inclusion throughout an organization | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | International Experience Experience in international business, trade, and/or investment at a senior executive level and exposure to global markets and a range of different political, regulatory, and business environments | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Leadership Experience as a senior executive or manager of a business unit | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Marketing Experience with approaches that effectively communicate the story of a brand, including as a product marketing executive or overseeing a marketing function | ✓ | ✓ | | | ✓ | | ✓ | | 50% | | Other Public Company or Government Body Directorship Experience as a member on the board of directors of another publicly traded company or government body | | | ✓ | ✓ | | ✓ | | | 38% | | Risk Management Experience in the identification, monitoring, and management of material financial or non-financial risks, including the implementation and oversight of risk management frameworks and controls; may include experience operating in highly regulated industries | | | ✓ | ✓ | | ✓ | | ✓ | 50% | | Strategy Experience in corporate planning, including identifying and analyzing strategic opportunities, developing, implementing, and delivering strategic objectives, and monitoring performance against strategic objectives | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% | | Underwriting and Capital Allocation Experience executing or overseeing credit risk and assessment, financial exposure, and related mitigation (such as reinsurance or derivatives), risk-based capital frameworks, actuarial science, and related due diligence; may include sector leadership experience in property & casualty insurance | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | 75% |

  19. Director Nominee Skills and Experience

    | ir.porchgroup.com | 17 |

  20. Director Compensation

    Director Compensation The Company’s non-employee director compensation policy includes an annual retainer consisting of cash fees and RSU awards for serving on its Board and committees. The compensation framework for non-employee directors is outlined below. Employee directors do not receive additional compensation for the Board service.

  21. Director Compensation

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  22. Director Compensation

    Under the non-employee director compensation policy, 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. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in attending Board and Committee meetings.

  23. Director Compensation

    | 28 | 2025 Proxy Statement |

  24. Changes to Director Compensation in 2024

    Changes to Director Compensation in 2024 Effective June 2024 and following the recommendation of WTW and the Compensation Committee, the Board updated the Company's non-employee director compensation policy based on peer group data and other market research performed by WTW. The purpose of these changes is to better align the Company’s director compensation with the median of market in order to be able to continue to retain and attract highly skilled and qualified directors. In addition to the changes described below, the committee chair and committee member retainers will now be paid in cash quarterly, instead of through an annual RSU award.

  25. Changes to Director Compensation in 2024

    | Annual Board Retainers | | | | Committee Retainers | | | | | Non-Employee Director | | | | Committee Chair | | | | | | 2023-24 | | 2024-25 | | 2023-24(1) | | 2024-25(1) | | Cash | $30,000 | → | $45,000 | Audit | $20,000 | → | $21,000 | | RSU Award | $80,000 | → | $150,000 | Compensation | $10,000 | → | $15,000 | | | | | | NCG | $7,500 | → | $9,000 | | | $110,000 | → | $195,000 | M&A | $10,000 | → | N/A(2) | | Additional Lead Independent Director Retainer | | | | Committee Member | | | | | | 2023-24 | | 2024-25 | | 2023-24(1) | | 2024-25(1) | | Cash | $31,875 | → | $60,000 | Audit | $10,000 | → | $10,000 | | RSU Award | $31,875 | → | $0 | Compensation | $5,000 | → | $7,000 | | | $63,750 | → | $60,000 | NCG | $3,250 | → | $4,000 | | | | | | M&A | $5,000 | → | N/A(2) |

  26. Changes to Director Compensation in 2024

    (1) Retainer fees were previously paid in RSUs. The June 2024 changes to the director compensation policy provide for the committee chair and member retainers to be paid entirely in cash. (2) The M&A Committee paused operations in June 2024 and, therefore, no changes were made with respect to its compensation. The members of the M&A committee did not receive compensation after June 2024.

  27. Changes to Director Compensation in 2024

    | ir.porchgroup.com | 29 |

  28. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information for the year ended December 31, 2024, regarding the compensation awarded to or earned by the Company’s non-employee directors. The Stock Awards column includes the $150,000 annual equity retainer grant made to each director in June 2024 pursuant to the non-employee director compensation policy for services performed in 2024. In some cases, the Stock Awards column also includes an equity grant of fully-vested RSUs made to correct the number of RSUs granted to certain directors for service in fiscal 2023. 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—2024 Summary Compensation Table" for the compensation paid or awarded to Mr. Ehrlichman for 2024.

  29. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Sean Kell(3) | 52,500 | 163,384 | 215,884 | | Rachel Lam | 54,500 | 150,000 | 204,500 | | Alan Pickerill(4) | 100,906 | 161,875 | 262,781 | | Amanda Reierson(5) | 47,000 | 235,000 | 282,000 | | Maurice Tulloch(6) | 59,000 | 155,000 | 214,000 | | Camilla Velasquez(7) | 48,500 | 235,000 | 283,500 | | Regi Vengalil(8) | 50,000 | 243,250 | 293,250 |

  30. 2024 Director Compensation Table

    (1) This column reports the amount of cash compensation earned in 2024 for annual Board, Committee, and if applicable, Lead Independent Director service taking into account the change in non-employee director compensation policy that took effect in June 2024. (2) The amounts shown include the $150,000 annual equity retainer grant for 2024 consisting of 81,081 RSUs made to each director on June 12, 2024, pursuant to the non-employee director compensation policy. In some cases, the amounts shown also reflect an equity grant of fully-vested RSUs made on June 8, 2024 to correct the number of RSUs granted to certain directors for Board and Committee service in fiscal 2023. The closing price of Porch common stock on the date of the 2023 annual equity retainer grant was used to determine the value of the correction grant. See the Form 4 filings made on June 11, 2024 for a more complete description of the correction to the 2023 equity grant. Amounts with respect to the 2024 annual equity retainer grant reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of the 2024 annual equity retainer grant awards is equal to the closing price of Porch common stock on the date of grant and may not correspond to the actual value that will be realized by the directors. Each non-employee director had 81,081 unvested RSUs outstanding as of December 31, 2024. Mr. Tulloch also had 109,970 vested outstanding RSUs and Mr. Pickerill had 35,231 vested outstanding options as of December 31, 2024. (3) In addition to the 2024 annual equity retainer grant, Mr. Kell received $13,384 of fully vested RSUs on June 8, 2024 to correct the prior year annual equity retainer grant for Board and Committee services provided during 2023. (4) In addition to the 2024 annual equity retainer grant, Mr. Pickerill received $11,875 of fully vested RSUs on June 8, 2024 to correct the prior year annual equity retainer grant for Board and Committee services provided during 2023. (5) In addition to the 2024 annual equity retainer grant, Ms. Reierson received $85,000 of fully vested RSUs on June 8, 2024 to correct the prior year annual equity retainer grant for Board and Committee services provided during 2023. (6) In addition to the 2024 annual equity retainer grant, Mr. Tulloch received $5,000 of fully vested RSUs on June 8, 2024 to correct the prior year annual equity retainer grant for Board and Committee services provided during 2023. (7) In addition to the 2024 annual equity retainer grant, Ms. Velasquez received $85,000 of fully vested RSUs on June 8, 2024 to correct the prior year annual equity retainer grant for Board and Committee services provided during 2023. (8) In addition to the 2024 annual equity retainer grant, Mr. Vengalil received $93,250 of fully vested RSUs on June 8, 2024 to correct the prior year annual equity retainer grant for Board and Committee services provided during 2023.

  31. Compensation Discussion and Analysis

    | Defined Terms | | | | 2020 Stock Plan Porch Group, Inc. 2020 Stock Incentive Plan Absolute Share Price Closing price of a share of our common stock calculated based its VWAP over a defined period Achievement Period The time frame in which the Company must meet the specified incentive compensation performance goals Adjusted EBITDA Non-GAAP financial metric provided to the investment community; see Appendix A for a reconciliation to net income | CAGR Compound Annual Growth Rate EBITDA Earnings before interest, taxes, depreciation, and amortization Incentive Plan Adjusted EBITDA Non-GAAP performance metric under our STI and LTI plans; see discussion in 2024 Short-Term Incentive section of CD&A LTI Long-term incentive PRSU Performance-based RSU | RSU Restricted Stock Unit STI Short-term incentive TSR and rTSR Total Shareholder Return and Relative Total Shareholder Return TTM Trailing 12 months VWAP Volume-weighted average price of a share of common stock of the Company |

  32. 2024 NEO Compensation Philosophy

    | KEY OBJECTIVES OF OUR COMPENSATION PHILOSOPHY: | | ■Link NEO compensation to Company performance by utilizing 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 ■Provide opportunity for above-market total compensation for strong Company performance, subject to alignment with peer group practices and the competitive landscape for top executive talent ■Include appropriate risk mitigation measures within incentive programs |

  33. 2024 NEO Compensation Program

    | SUMMARY OF 2024 NEO COMPENSATION PROGRAMS | | ■Adopted the 2024 Bonus Plan, which features: ◦Award value and performance payout solely based on achievement of revenue and Incentive Plan Adjusted EBITDA, with payouts subject to achievement based on separate performance grids and each metric measured independently ◦A Compensation Committee-approved adjustment policy for performance metrics that provides objective methodology for addressing extraordinary events, including catastrophic weather 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 or a combination of the two | | ■Approved the 2024 LTI Equity Program, which features: ◦Continued mix of RSUs and PRSUs, with PRSUs representing 75% of target LTI equity award ◦Three equally weighted (33.33%) PRSU components: ▪The achievement of rTSR through 2026, as measured against the Total Shareholder Return of the S&P SmallCap 600 Index during the performance period ▪Revenue goals in 2026 ▪Incentive Plan Adjusted EBITDA goals in 2026 ◦Fixed payout cap of 200% of target PRSUs ◦RSUs subject to time-based vesting over four years |

  34. 2024 NEO Compensation Program

    2024 Target Compensation In setting 2024 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. As a result, the Compensation Committee approved increases to base pay and LTI targets for all NEOs and to the STI target for Mr. Tabak. The Committee approved such increases to recognize the significant contributions, performance, and tenure of the NEOs; to incentivize their future strong performance, engagement, and retention; and to align with market compensation practices. The following charts set forth the 2024 target compensation for our NEOs, as well as the percentage of 2024 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).

  35. 2024 NEO Compensation Components

    | Element | Philosophy & Objective | | Base Salary | ■Attracts and retains talent in a competitive market ■Provides stable income reflective of an incumbent's skills, tenure, and role complexity while balancing fixed and variable compensation ■Increases are neither automatic nor guaranteed, which incentivizes achievement of Company operational, financial, and strategic goals as wells as individual performance | | Short-Term Incentive Awards | ■Supports a pay-for-performance culture by linking award values and performance payouts to the achievement of two objective financial Company performance metrics ■Compensation Committee retains the ability to apply negative discretion to actual payout ■Actual target bonus value is expressed as a percentage of base salary allowing for adjustments based on promotions, additional responsibilities, and benchmarking data | | Long-Term Incentive Equity Awards | ■Aligns NEO interests with the long-term stockholders value through multi-year vesting period and/or performance period ■Two equity vehicles provide diverse incentives for NEOs – RSUs provide full value on grant and retention and PRSUs reinforce long-term strategic business objectives and long-term value creation. Actual value of both RSUs and PRSUs upon vesting are also subject to stock price performance |

  36. 2024 NEO Compensation Determinations

    Earned bonuses for our NEOs were calculated based on predefined performance grids tied to the achievement levels of two objective Company performance goals: revenue and Incentive Plan Adjusted EBITDA. The Compensation Committee selected these metrics because they are key indicators of the Company's performance and are directly aligned with profit and loss, earnings results, and long-term stockholder value creation. No payout is made to an individual who is not employed on the payout date, subject to the terms of their respective employment agreements. The 2024 Bonus Plan provides a threshold bonus opportunity of 30%, an increase from 25% under the 2023 Bonus Plan, and a maximum bonus opportunity of 200% of each NEO's target bonus. No bonus is earned if actual performance falls below all threshold levels. The Committee retains negative discretion to reduce the bonus, regardless of performance, for any reason it deems appropriate. Revenue and Incentive Plan Adjusted EBITDA under the 2024 Bonus Plan are defined as follows: ■Revenue is defined as GAAP total Revenue. ■Incentive Plan Adjusted EBITDA; see "Appendix A" of this proxy statement, entitled “Use of Non-GAAP Financial Measures,” for a definition and a reconciliation to net income, which is the most directly comparable measure under GAAP. In addition, the Compensation Committee pre-approved an adjustment policy for the 2024 Bonus Plan, which includes adjustments for accounting changes, acquisitions, divestitures, investments, and certain catastrophic insurance events. The final Incentive Plan Adjusted EBITDA result for purposes of the 2024 Bonus Plan included $39.2 million in Compensation Committee-approved adjustments, primarily for multiple named catastrophic weather events each in excess of $10 million. The Committee determined to approve these adjustments given the significant and unforeseen impacts of such catastrophic weather events, which were outside of management's control and unrelated to their performance. By excluding these events outside of management's control, the Committee believes it is better aligning management's compensation with the Company's pay-for-performance philosophy. Financial Performance Goal Setting. The 2024 performance goals were designed to be challenging yet achievable while incentivizing and rewarding strong performance. The chart below sets forth the threshold, target, and maximum goals for the financial performance metrics for each measurement period of the 2024 Bonus Plan established by the Compensation Committee. The target goals approximated the Company's 2024 budget, with Revenue target set $30.7 million above the 2023 actual Revenue achievement of $430.3 million and Incentive Plan Adjusted EBITDA target set $46 million above 2023

  37. 2024 NEO Compensation Determinations

    | | Full Year 2024 Measurement Period | | | | Revenue ($) | Incentive Plan Adjusted EBITDA ($) | | Threshold Performance (30% payout for weighted factor) | 422M | (1.7)M | | Target Performance (100% payout for weighted factor) | 461M | 1.5M | | Maximum Performance (200% payout for weighted factor) | 500M | 20M |

  38. 2024 NEO Compensation Determinations

    2024 Bonus Plan Results. The following are the financial results for the Company's full year 2024 and corresponding payouts. ■Full Year 2024 Revenue (50% weighted): 58% payout achieved, based on revenue achievement of approximately $437.8 million ■Full Year 2024 Incentive Plan Adjusted EBITDA (50% weighted): 200% payout achieved, based on Incentive Plan Adjusted EBITDA achievement of $46.4 million, which included $39.2 million in Compensation Committee-approved adjustments, primarily for multiple named catastrophic weather events each in excess of $10 million. As a result, each NEO earned 129% of their target bonus under the 2024 Bonus Plan. In April 2025, the Compensation Committee approved the payouts and determined to pay NEO bonuses to be paid in cash up to 100% of plan achievement, with anything above 100% of plan achievement delivered in immediately vested RSUs. The Committee determined to deliver immediately vested RSUs in excess of 100% achievement to all recipients of short-term non-equity incentive bonuses, including non-NEOs, in order to preserve the Company's cash position for other corporate purposes. Recoupment Provisions. The 2024 STI payouts are subject to clawback under our clawback policy. See "Compensation Discussion and Analysis—2024 NEO Compensation Determinations—Other Compensation Practices and Policies—Clawback Policy" below. 2024 LTI Equity Program In April 2024, the Compensation Committee approved the 2024 LTI Equity Program for our NEOs for awards under the 2020 Stock Plan. The following table sets forth the grant values for the 2024 LTI equity awards to our NEOs. The 2024 aggregate grant values for each of our NEOs were denominated in PRSUs (75% of grant value) and RSUs (25% of grant value).

  39. 2024 NEO Compensation Determinations

    | Name | 2024 Annual PRSU Award | 2024 Annual RSU Award | | Matthew Ehrlichman (1) | $5,062,500 | $1,687,500 | | Shawn Tabak | $615,000 | $205,000 | | Matthew Neagle (1) | $2,250,000 | $750,000 |

  40. 2024 NEO Compensation Determinations

    (1) This chart does not reflect the third tranche of the May 2022 PRSU award, which represented the third tranche of the 2022 LTI Equity Program and which was not achieved. Grant Values. The 2024 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, 2024 ($3.2410 per share), which was also used for all Company employees who were granted annual equity awards in April 2024. Annual PRSU Awards. Earned PRSUs for our NEOs will be based upon achievement of three distinct performance metrics and corresponding weightings: ■rTSR (33.3% weighting based on grant value of target PRSUs): achievement measured against the total shareholder return of the S&P SmallCap 600 Index during the performance period ending December 31, 2026. The rTSR measure (percentile ranking) to be determined at the end of the performance period using a 60-day trading VWAP for the Company relative to a 60-day closing average for companies in the S&P SmallCap 600 Index. The three-year rTSR metric replaced the Absolute Share Price metric in order to strengthen the pay for performance link through PRSU design, further mature the Company's NEO compensation program, and better align the Company with peer group practices. ■Profit – Incentive Plan Adjusted EBITDA (33.3% weighting based on grant value of target PRSUs): achievement of Incentive Plan Adjusted EBITDA goal for 2026.

  41. 2024 NEO Compensation Determinations

    ■Revenue (33.3% weighting based on grant value of target PRSUs): achievement of Revenue goal for 2026. The Compensation Committee pre-approved an adjustment policy for Incentive Plan Adjusted EBITDA and Revenue metrics, which includes adjustments for accounting changes, acquisitions, divestitures, and certain catastrophic insurance events. The Compensation Committee established threshold, target, and maximum levels of rTSR, Incentive Plan Adjusted EBITDA and Revenue performance for each of the metrics of 50%, 100%, and 200% of target, respectively, with interpolation in-between. As permitted by SEC rules and regulations, we are not including the threshold, target and maximum goals for Incentive Plan Adjusted EBITDA and Revenue. Achievement and relative payout for rTSR is determined as follows, with interpolation between the 25 and 75 percentiles: ■TSR below 25 percentile of the index, 0% payout; ■TSR equal to 25 percentile of the index, 50% payout; ■TSR equal to 50 percentile of the index, 100% payout; and ■TSR greater than or equal to 75 percentile of the index, 200% payout. 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. 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 is 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 2024 RSU awards will vest 25% on April 4, 2025, 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 2024 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 2024 LTI equity awards are subject to clawback under our clawback policy. See "Compensation Discussion and Analysis—2024 NEO Compensation Determinations—Other Compensation Practices and Policies—Clawback Policy" below. 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 and third tranches were granted in December 2023 and 2024, respectively, with the remaining installment to be granted in December 2025, and such RSUs will vest in approximately two equal installments on the six-month anniversary and one year anniversary from each tranche's respective 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 88,922 RSUs on December 2, 2024, representing the third tranche of his new hire award. The number of RSUs were 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 2024 In May 2022, the Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman and Neagle. The third tranche of these awards was forfeited due to non-attainment of performance conditions. In April 2023, the Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman, Tabak and Neagle. The April 2023 PRSUs may be earned annually over a three-year period based on the attainment of three performance metrics: specified stock price hurdle (established using specified CAGRs of the VWAP of common stock), the 2025 Incentive Plan Adjusted EBITDA, and the 2025 Revenue conditions. The average stock price hurdles must be achieved over any 90 trading-day period within the first 18 months or any 30 trading-day period within the last 18 months of the Performance Period. The 2025 Revenue Condition is set and measured at the beginning and at the end of 2025 respectively, and is based upon the Company’s actual annual revenue achievement for the fiscal year that ends on December 31, 2025. In April 2024, the Compensation Committee approved annual PRSU awards to Messrs. Ehrlichman, Tabak and Neagle. Please refer to the discussion of these PRSU awards above. The actual number of PRSUs that can be earned is between 0% and 200% (subject to interpolation in-between). Any earned PRSUs only vest at the end of the three-year service period.

  42. 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 SVP 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 2024 target compensation setting, and reviewed and discussed alternatives for the design and implementation of the 2024 NEO Compensation Program. |

  43. Competitive Positioning

    Competitive Positioning The following criteria were assessed in determining the 2024 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)

  44. Competitive Positioning

    | 44 | 2025 Proxy Statement |

  45. Competitive Positioning

    Based on the advice of WTW and consideration by Compensation Committee members of criteria relevant to peer group selection, the Compensation Committee determined that the following companies were comparable for purposes of evaluating the 2024 compensation program for NEOs:

  46. Competitive Positioning

    | 2024 Peer Group(1) | | | | | ■Agilysys, 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. ■Logility Supply ChainSolutions, Inc.(2) ■NI Holdings, Inc. | ■PROS Holdings, Inc. ■PubMatic, Inc. ■QuinStreet, Inc. ■Root, Inc. ■TrueCar, Inc. |

  47. Competitive Positioning

    (1) Mitek Systems, Inc. and Quotient Technology Inc. were removed from the Company's 2025 peer group due to no longer satisfying the Company's criteria described above. (2) Formerly American Software, Inc. In 2024, 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.

  48. 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. Section 162(m) of the Internal Revenue Code denies a deduction to any publicly held corporation for compensation paid to certain covered employees in a taxable year to the extent such compensation exceeds $1,000,000. For this purpose, a covered employee generally means our CEO, our two highest compensated officers (other than our CEO), and certain former officers of the Company. In order to maintain flexibility, the Compensation Committee retains the authority to authorize compensation that may not be deductible if the Compensation Committee believes doing so is in the best interests of the Company. 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.

  49. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows information regarding the compensation of our NEOs during the fiscal year ended December 31, 2024, and, to the extent required by SEC disclosure rules, the fiscal years ended December 31, 2023 and 2022.

  50. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | Matt Ehrlichman | 2024 | 618,269 | 11,320,415 | 797,567 | 24,327 | 12,760,578 | | Chief Executive Officer and Chairman | 2023 | 600,000 | 2,445,664 | 1,200,000 | 21,110 | 4,266,774 | | | 2022 | 642,230 | 12,893,066 | — | 47,926 | 13,583,222 | | Shawn Tabak | 2024 | 404,616 | 1,674,281 | 299,627 | 3,720 | 2,382,244 | | Chief Financial Officer | 2023 | 390,000 | 559,769 | 390,000 | — | 1,339,769 | | | 2022 | 49,500 | 324,253 | — | — | 373,753 | | Matthew Neagle | 2024 | 443,269 | 4,998,212 | 571,817 | 3,000 | 6,016,298 | | Chief Operating Officer | 2023 | 417,885 | 1,153,189 | 835,770 | — | 2,406,844 | | | 2022 | 409,377 | 1,069,807 | — | — | 1,479,184 |

  51. 2024 Summary Compensation Table

    (1)Reflects base salary during the relevant fiscal year. For a discussion regarding changes in base salary, see “Compensation Discussion and Analysis—2024 NEO 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. 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 or rTSR, which are considered market conditions 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, 2023, and 2024 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 these PRSU awards is set during the annual budgeting cycle, the grant date and associated award grant date fair value are established annually over the three-year performance period. (3)Reflects payouts under the Company's short-term incentive bonus plan. For purposes of the 2024 Bonus Plan, our full year Revenue was approximately $437.8 million and our Incentive Plan Adjusted EBITDA was approximately $46.4 million, which included $39.2 million in adjustments pre-approved by the Compensation Committee, primarily relating to multiple catastrophic weather events each in excess of $10 million. This level of performance resulted in our NEOs earning 129% of their respective target bonuses under the 2024 Bonus Plan. At Compensation Committee's discretion, the payouts under the 2024 Bonus Plan were split between a cash payment equal to the NEO's target amount and immediately vested RSUs, the number of which was determined based on the closing price of the Company’s common stock on the grant date, covering the remainder of the earned bonus. Mr. Ehrlichman received $618,269 in cash and 31,790 immediately vested RSUs with a grant date value of $179,298; Mr. Neagle received $443,269 in cash and 22,792 immediately vested RSUs with a grant date value of $128,548; and Mr. Tabak received $232,269 in cash and 11,943 immediately vested RSUs with a grant date value of $67,358. (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 $75,000 annually. In 2024, the Company reimbursed Mr. Ehrlichman $20,607 for personal legal expenses relating to SEC reporting and filing obligations regarding his purchase of Company shares in 2024. Additionally, Mr. Ehrlichman received Company matching 401(k) contributions and a stipend for business-related home internet use.

  52. 2024 Summary Compensation Table

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  53. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The table below includes information relating to awards under our 2024 Bonus Plan and 2024 LTI Equity Program made to our NEOs for the fiscal year ended December 31, 2024. All equity awards in 2024 were granted pursuant to the 2020 Stock Plan.

  54. 2024 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 | 2/27/24 | PRSU | | | | 105,596 | 211,192 | 1,266,892(4) | | 297,781 | | | | BP | 185,481 | 618,269 | 1,236,538 | | | | | | | | 4/5/24 | PRSU | | | | 260,336 | 520,672 | 1,041,344(5) | | 2,259,716 | | | 4/5/24 | PRSU | | | | 260,336 | 520,672 | 1,041,344(6) | | 2,259,716 | | | 4/5/24 | PRSU | | | | 260,337 | 520,673 | 1,041,346(7) | | 4,243,485 | | | 4/5/24 | RSU | | | | | | | 520,672 | 2,259,716 | | Shawn Tabak | 12/2/24 | RSU | | | | | | | 88,922 | 335,236 | | | | BP | 69,681 | 232,269 | 464,538 | | | | | | | | 4/5/24 | PRSU | | | | 31,626 | 63,252 | 126,504(5) | | 274,514 | | | 4/5/24 | PRSU | | | | 31,626 | 63,252 | 126,504(6) | | 274,514 | | | 4/5/24 | PRSU | | | | 31,626 | 63,252 | 126,504(7) | | 515,504 | | | 4/5/24 | RSU | | | | | | | 63,252 | 274,514 | | Matthew Neagle | 2/27/24 | PRSU | | | | 35,200 | 70,399 | 422,298(4) | | 99,263 | | | | BP | 132,981 | 443,269 | 886,538 | | | | | | | | 4/5/24 | PRSU | | | | 115,705 | 231,410 | 462,820(5) | | 1,004,319 | | | 4/5/24 | PRSU | | | | 115,705 | 231,410 | 462,820(6) | | 1,004,319 | | | 4/5/24 | PRSU | | | | 115,705 | 231,410 | 462,820(7) | | 1,885,992 | | | 4/5/24 | RSU | | | | | | | 231,410 | 1,004,319 |

  55. 2024 Grants of Plan-Based Awards

    (1)Represents potential threshold, target, and maximum payouts under the 2024 Bonus Plan for Messrs. Ehrlichman, Tabak, and Neagle. The bonus opportunity under the 2024 Bonus Plan was earned based upon performance grids specifying achievement levels of two objective Company performance goals, Revenue and Incentive Plan Adjusted EBITDA. The performance goals at target are based upon the Company’s 2024 budget, subject to an approved adjustment policy by the Compensation Committee. This performance-based 2024 bonus program has a threshold and maximum bonus opportunity of 30% and 200% of the applicable target bonus. The Committee has negative discretion to reduce the bonus for any reason. As described in the Summary Compensation Table, each NEO received 129% of their target bonus, split at the discretion of the Compensation Committee between a cash payment equal to their target amount and immediately vested RSUs covering the remainder of the earned bonus. (2)The RSU awards granted on April 5, 2024, to Messrs. Ehrlichman, Tabak, and Neagle will vest 25% on April 5, 2025, 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 2, 2024, represents the third 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 third 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:

  56. 2024 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) | | 2/27/2024 | 0.84 | 5.0% | 105.0% | 0.0% | | 4/5/2024 | 2.74 | 4.5% | 110.4% | 0.0% |

  57. 2024 Grants of Plan-Based Awards

    (4)This amount represents the third tranche of the May 20, 2022, PRSU awards granted to each of Messrs. Ehrlichman and Neagle for the 2024 Achievement Period, representing one-third of the full target PRSU award. The actual number of PRSUs that can be earned for the 2024 Achievement Period is between 50% and 100% of one-third of the full target PRSU award based upon the Absolute Share Price achieving threshold and target amounts, and up to 200% of the full target PRSU award if the maximum Absolute Share Price goal and the TTM revenue condition are met. The February 27, 2024, grant date reflects the timing of when all the definitive terms of the award were known, i.e., the

  58. 2024 Grants of Plan-Based Awards

    | 48 | 2025 Proxy Statement |

  59. 2024 Grants of Plan-Based Awards

    determination of the 2024 TTM revenue condition. Actual revenue for 2022 was lower than the 2022 TTM revenue condition by 9.5%, resulting in no PRSUs being earned by Messrs. Ehrlichman and Neagle for the 2022 Achievement Period. Absolute Share Price goals were not met for the 2023 and 2024 Achievement Period resulting in no PRSUs being earned by Messrs. Ehrlichman and Neagle for these periods. (5)This amount represents the portion of the PRSU awards granted to each of our NEOs in April 2024 that may be earned and vested based on achieving Revenue goals for the year ending December 31, 2026. (6)This amount represents the portion of the PRSU awards granted to each of our NEOs in April 2024 that may be earned and vested based on achieving Incentive Plan Adjusted EBITDA goals for the year ending December 31, 2026. (7)This amount represents the portion of the PRSU awards granted to each of our NEOs in April 2024 that may be earned and vested based on achieving rTSR goals as of December 31, 2026. TSR will be measured against the TSR of the S&P SmallCap 600 Index during the performance period.

  60. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024.

  61. Outstanding Equity Awards at 2024 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 | 23(2) | — | 3.30 | 6/4/2030 | — | — | — | — | | | 2/10/2022 | 10/1/2021 | — | — | — | — | — | — | 883,740(8) | 4,348,001(7) | | | 5/20/2022 | 4/1/2022 | — | — | — | — | 79,181(5) | 389,571(7) | — | — | | | 4/7/2023 | 4/1/2023 | — | — | — | — | 364,266(5) | 1,792,189(7) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | — | 1,748,474(9) | 8,602,492(7) | | | 4/5/2024 | 4/5/2024 | — | — | — | — | 520,672(5) | 2,561,706(7) | | | | | 4/5/2024 | 4/5/2024 | — | — | — | — | — | — | 1,562,017(10) | 7,685,124(7) | | Matthew Neagle | 6/6/2018 | 4/1/2018 | 555(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 | 5,869(3) | — | 3.30 | 6/4/2030 | — | — | — | — | | | 6/5/2020 | 3/1/2020 | 7,045(2) | — | 3.30 | 6/4/2030 | — | — | — | — | | | 4/22/2021 | 12/31/2020 | 12,643(4) | — | 13.23 | 4/21/2031 | — | — | — | — | | | 5/20/2022 | 4/1/2022 | — | — | — | — | 79,181(5) | 389,571(7) | — | — | | | 4/7/2023 | 4/1/2023 | — | — | | | 172,199(5) | 847,219(7) | — | — | | | 4/5/2024 | 4/5/2024 | — | — | — | — | 231,410(5) | 1,138,537(7) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | — | 826,551(9) | 4,066,631(7) | | | 4/5/2024 | 4/5/2024 | — | — | — | — | — | — | 694,230(10) | 3,415,612(7) | | Shawn Tabak | 4/7/2023 | 4/1/2023 | — | — | — | — | 25,830(5) | 127,084(7) | — | — | | | 4/5/2024 | 4/5/2024 | — | — | — | — | 63,252(5) | 311,200(7) | — | — | | | 12/2/2024 | 12/2/2024 | — | — | — | — | 88,922(6) | 437,496(7) | — | — | | | 4/7/2023 | 4/7/2023 | — | — | — | — | — | — | 123,983(9) | 609,996(7) | | | 4/5/2024 | 4/5/2024 | — | — | — | — | — | — | 189,756(10) | 933,600(7) |

  62. Outstanding Equity Awards at 2024 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 vested 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.

  63. Outstanding Equity Awards at 2024 Fiscal Year-End

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  64. Outstanding Equity Awards at 2024 Fiscal Year-End

    (3)This option vested 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 in subsequent 1/36th monthly increments. (4)This option vested 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 25% on the first anniversary of the vesting commencement date and the remaining semiannually over three years. (6)This stock award vests semiannually over one year. (7)This value is calculated by multiplying the number of shares subject to this award by $4.92, the closing stock price of a share of Company common stock on December 31, 2024. (8)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. (9)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 Incentive Plan Adjusted EBITDA. The actual number of PRSUs that can be earned is between 0% and 200% of the target number of PRSUs. (10)This stock award vests in 2027 based on the achievement of three performance metrics, 33.3% based on Revenue, 33.3% based on Incentive Plan Adjusted EBITDA and 33.3% based on rTSR. The actual number of PRSUs that can be earned is between 0% and 200% of the target number of PRSUs.

  65. 2024 Options Exercised and Stock Vested

    2024 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, 2024. There were no option exercises or PRSUs that vested for our NEOs during the fiscal year ended December 31, 2024.

  66. 2024 Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Matthew Ehrlichman | 532,066 | 1,576,353 | | Shawn Tabak | 246,358 | 717,363 | | Matthew Neagle | 206,024 | 635,153 |

  67. 2024 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 Nasdaq on the vesting date or if the vesting occurred on a day on which Nasdaq was closed for trading, the next trading day.

  68. 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.

  69. 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.

  70. 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, 2024. 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 2020 Stock Plan provides 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 31, 2024 ($4.92) 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, 2024." The Compensation Committee or Board has discretion to accelerate the vesting of equity awards under 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.

  71. Potential Payments Upon Termination or Change of Control

    | 52 | 2025 Proxy Statement |

  72. Potential Payments Upon Termination or Change of Control

    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, 2024.

  73. 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 | $3,226,068 | $22,319,924 | $22,319,924 | | Shawn Tabak | $1,298,984 | $3,113,333 | $3,113,333 | | Matthew Neagle | $1,964,392 | $10,796,412 | $10,796,412 |

  74. 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 as described under Accelerated Vesting of PRSUs – Termination of Employment above. 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” 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.

  75. 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 2024. The median employee was selected from a group of 732 full-time and part-time employees who were active as of December 31, 2024. In identifying our median employee, we used the annual base salary of each employee for the 12-month period that ended on December 31, 2024, plus any earned commissions and overtime, all of which was obtained from internal payroll records. The Company identified a new median employee as management believes it is a better representation of the employee population for the most recent year. 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 2024 annual total compensation, as determined under Item 402 of Regulation S-K, for our CEO was $12,760,578. The 2024 annual total compensation, as determined under Item 402 of Regulation S-K, for our median employee was $93,810, representing a U.S. corporate exempt level employee. Based on the foregoing, the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for 2024 is 136 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.

  76. CEO Pay Ratio

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  77. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between executive compensation actually paid ("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 Principal Executive Officer ("PEO") and other 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 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).

  78. 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) | Adjusted EBITDA (Loss) (in thousands) ($)(8) | | 2024 | 12,760,578 | 22,388,040 | 4,199,271 | 6,945,312 | 34 | 202 | (32,829) | 7,171 | | 2023 | 4,266,774 | 9,047,023 | 1,873,307 | 3,318,178 | 22 | 149 | (133,933) | (44,514) | | 2022 | 13,583,222 | (5,051,506) | 896,705 | (1,798,741) | 13 | 95 | (156,559) | (49,601) |

  79. 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—2024 Summary Compensation Table." (3)The PEO reported in the table represents Mr. Ehrlichman for all three 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.

  80. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less | Reported Value of Equity Awards ($)(a) | Plus | Equity Award Adjustments ($)(b) | Equals | CAP for PEO ($) | | 2024 | 12,760,578 | | 11,320,415 | | 20,947,877 | | 22,388,040 | | 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) |

  81. Pay Versus Performance

    | 54 | 2025 Proxy Statement |

  82. 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 ($) | Total Equity Award Adjustments ($) | | 2024 | 12,522,171 | 8,509,228 | — | (62,409) | (21,113) | 20,947,877 | | 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) |

  83. 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. Tabak, Neagle, and Heimbigner for year 2022, and Messrs. Tabak and Neagle for 2023 and 2024. 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.

  84. 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 ($)(b) | Equals | Average CAP for Non-PEO NEOs ($) | | 2024 | 4,199,271 | | 3,336,246 | | 6,082,287 | | 6,945,312 | | 2023 | 1,873,307 | | 856,479 | | 2,301,350 | | 3,318,178 | | 2022 | 896,705 | | 464,687 | | (2,230,759) | | (1,798,741) |

  85. Pay Versus Performance

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  86. 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 ($) | Total Equity Award Adjustments ($) | | 2024 | 3,762,059 | 2,346,205 | — | (20,599) | (5,378) | 6,082,287 | | 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) |

  87. Pay Versus Performance

    (5)Assumes an investment of $100 was made in the Company's common stock on December 31, 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 December 31, 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 Adjusted EBITDA (Loss) for the specified year as reported in our financial statements.

  88. 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 2024, 2023, and 2022 to: (1) TSR of both our Company and Peer Group; (2) net income (loss); and (3) adjusted EBITDA (Loss).

  89. Pay versus Performance Description of Relationships

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  90. Pay versus Performance Description of Relationships

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  91. Tabular List of Performance Measures

    | MOST IMPORTANT PERFORMANCE MEASURES TO DETERMINE 2024 COMPENSATION ACTUALLY PAID | | | | Relative Total Shareholder Return | Revenue | Adjusted EBITDA (Loss) |