DEF 14A of ZoomInfo Technologies Inc., Mar 29, 2024

DEF 14A of ZoomInfo Technologies Inc.

Filed Mar 29, 2024 · FY20230001794515-24-000058

Open on EDGAR

  1. Table of Contents

    | Outstanding Equity Awards at 2023 Fiscal Year-End | 46 | | Option Exercises and Stock Vested | 47 | | Employment Agreements and Offer Letter | 47 | | Potential Payments upon Termination or Change in Control | 52 | | CEO Pay Ratio Disclosure | 53 | | Pay Versus Performance | 54 | | EQUITY COMPENSATION PLAN INFORMATION | 58 | | OWNERSHIP OF SECURITIES | 59 | | DELINQUENT SECTION 16(a) REPORTS | 62 | | TRANSACTIONS WITH RELATED PERSONS | 63 | | STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 67 | | OTHER BUSINESS | 68 | | APPENDIX A: NON-GAAP FINANCIAL MEASURES | 69 |

  2. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS Our Second Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes. The Board believes that a classified Board of Directors provides continuity and stability in pursuing the Company’s policies and strategies and reinforces its commitment to long term perspective and value creation. Mitesh Dhruv, Keith Enright, and Henry Schuck constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class I Directors”); Ashley Evans, Alison Gleeson, and Mark Mader constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class II Directors”); and Todd Crockett, Patrick McCarter, and D. Randall Winn constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class III Directors”). Mr. McCarter was designated for election to the Board of Directors by investment funds associated with The Carlyle Group (“Carlyle”) and Mr. Crockett was designated for election to the Board of Directors by investment funds associated with TA Associates (“TA Associates”), in each case, pursuant to the terms of the stockholders agreement (as defined herein) and as set forth in “—The Board of Directors and Certain Governance Matters” below. On March 25, 2024, Mitesh Dhruv notified our Board of Directors that he is not standing for re-election. Mr. Dhruv's decision was not caused, in whole or in part, by a disagreement with the Company or the Board. His term will expire at the conclusion of the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated each of Henry Schuck and Keith Enright to serve as a Class I Director for a three-year term expiring in 2027. Action will be taken at the Annual Meeting for the election of these Class I Director nominees. Our Board of Directors will reduce the size of the Board to eight members immediately following the expiration of Mr. Dhruv's term at the conclusion of the Annual Meeting. The Board of Directors thanks Mr. Dhruv for his leadership and years of service to the Company. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. Each nominee has indicated that he will be willing and able to serve as a director. If the nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

  3. Nominees for Election to the Board of Directors in 2024

    Nominees for Election to the Board of Directors in 2024 The following information describes the offices held, other business directorships and the term of service of the director nominees, as well as the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that each director nominee should serve as a director. Beneficial ownership of equity securities of each director nominee is shown under “Ownership of Securities” below.

  4. Nominees for Election to the Board of Directors in 2024

    | Class I – Nominees for terms expiring in 2027 | | | | Name | Age | Principal occupation and other information | | Henry Schuck | 40 | Mr. Schuck has served as Chief Executive Officer, Chairman of the Board and a director of ZoomInfo Technologies Inc. since its formation in November 2019 and served as Chief Executive Officer and a director of ZoomInfo Holdings LLC (formerly known as DiscoverOrg Holdings, LLC) since founding it in 2007. Prior to founding ZoomInfo Holdings LLC, Mr. Schuck was VP of Research & Marketing at iProfile, a sales intelligence firm focused on the IT market. Mr. Schuck serves on the Board of Directors of Tegus, a leading market intelligence platform. Mr. Schuck is a cum laude graduate of the University of Nevada, Las Vegas with a B.S. in Business Administration and a B.S. in Hospitality Management and holds a J.D., cum laude, from The Ohio State University Moritz College of Law. Nomination considerations: Mr. Schuck’s perspective and the experience he brings as our co-founder and CEO. | | Keith Enright | 49 | Mr. Enright has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since March 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from March 2020 to June 2020. Mr. Enright currently serves as the Chief Privacy Officer of Google LLC, a multinational technology company that specializes in Internet-related services and products, which include online advertising technologies, a search engine, cloud computing, software, and hardware. Prior to joining Google in 2011, Mr. Enright was the Chief Privacy Officer and Vice President, Privacy of Macy’s Inc. Mr. Enright holds a Bachelor of Arts Degree from the University of Massachusetts at Amherst and a Juris Doctor degree from The George Washington University Law School. Nomination considerations: Mr. Enright’s extensive experience with data privacy, including as Chief Privacy Officer for Google LLC, and his significant core business skills. |

  5. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE.

  6. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors The following information describes the offices held, other business directorships, the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below.

  7. Continuing Members of the Board of Directors

    | Class II – Directors whose terms expire in 2025 | | | | Name | Age | Principal occupation and other information | | Ashley Evans | 44 | Ms. Evans has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2018 to June 2020. Ms. Evans is a Partner at Francisco Partners, a leading global investment firm that partners with technology businesses. Previously she was a Partner at The Carlyle Group. She invests in enterprise software businesses and currently serves on the board of Greenslate, Macrobond, PayScale, SourceScrub, and Litmos and has previously served on the boards of HireVue, Jagex, NEOGOV, Saama, TriNetX and Veritas. She is a founder of SynGAP Research Fund, a public charity focused on improving the lives of SynGAP patients through the research and development of precision treatments. Ms. Evans holds an A.B. summa cum laude from Harvard College, where she was elected to Phi Beta Kappa, an M.Phil from the University of Cambridge, where she was a Knox Scholar, and a M.B.A from Stanford University’s Graduate School of Business, where she was a Siebel Scholar and an Arjay Miller Scholar. Nomination considerations: Ms. Evans’ significant core business skills, including financial and strategic planning, and her extensive management experience, including her involvement with Francisco Partners and Carlyle. | | Alison Gleeson | 58 | Ms. Gleeson has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since July 2022. She currently also serves on the boards of directors of publicly traded SaaS companies Elasic N.V, since January 2020, and 8x8, Inc., since August 2021, as a Special Advisor and Portfolio Committee Member at Brighton Park Capital, an investment firm, since October 2019, and on The Eli Broad College of Business Advisory Board of Directors for her alma mater, Michigan State University, since June 2017. From January 1996 to October 2018, Ms. Gleeson was with Cisco, where she served in various roles, most recently as Senior Vice President, Americas from July 2014 to October 2018. In that role she was responsible for Cisco's largest geographic region, with $25B+ in annual sales, and led 9,000 employees across 35 countries. Ms. Gleeson is also a highly-regarded international speaker on the drivers for digital disruption across industries, the role of technology in enabling business transformation, and empowering women in technology. Ms. Gleeson holds a B.S. in Finance and Marketing from Michigan State University. Nomination considerations: Ms. Gleeson’s extensive enterprise sales and marketing experience, including her leadership roles and go-to-market experience at a large public company. |

  8. Continuing Members of the Board of Directors

    | Mark Mader | 53 | Mr. Mader has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from February 2020 to June 2020. Mr. Mader currently serves as President, Chief Executive Officer and director of Smartsheet Inc., a SaaS collaboration and work management provider. Prior to joining Smartsheet Inc. in 2006, Mr. Mader served in various leadership positions from 1995 to 2005 at Onyx Software Corporation, a customer relationship management software company acquired by M2M Holdings, including as Senior Vice President of Global Services. From 1993 to 1995, Mr. Mader was a senior associate at Greenwich Associates, a financial consulting firm. Mr. Mader holds a B.A. in Geography from Dartmouth College. Nomination considerations: Mr. Mader’s extensive knowledge and experience in our industry and with SaaS companies, and his experience leading a public company as President, Chief Executive Officer and director of Smartsheet. |

  9. Continuing Members of the Board of Directors

    | Class III – Directors whose terms expire in 2026 | | | | Name | Age | Principal occupation and other information | | Todd Crockett | 54 | Mr. Crockett has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2014 to June 2020. Mr. Crockett currently serves as a Managing Director of TA Associates, a private equity firm and an affiliate of the Company, which he joined in 1994, and is a member of TA Associates’ Management Committee and Core Investment Committee. Mr. Crockett also currently serves on the boards of several private companies, including MAO Corporation, Orion Adviser Solutions, Procare Software, LLC, Russell Investments, and Wealth Enhancement Group and Green Street. Mr. Crockett holds a B.A. from Princeton University and a MBA from Harvard Business School. Nomination considerations: Mr. Crockett’s extensive core business and leadership skills, including financial and strategic planning, and his significant management experience, including his involvement with TA Associates. |

  10. Continuing Members of the Board of Directors

    | Patrick McCarter | 48 | Mr. McCarter has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2018 to June 2020. Mr. McCarter is a Managing Director and Head of Global Technology. Mr. McCarter founded Carlyle’s Menlo Park, CA office in 2016 and is currently based there. Since joining Carlyle in 2001, Mr. McCarter has led or been a key contributor to several Carlyle investments, including Hexaware, Abrigo, NEOGOV, Jagex, Tribute Technology, Unison, HireVue, ZoomInfo, Ampere Computing, Veritas, CommScope, Open Link Financial, Open Solutions, Freescale Semiconductor, Jazz Semiconductor, Sippican, and CPU Technology. Prior to joining Carlyle, Mr. McCarter held positions at Morgan Stanley with a focus on financial institutions in New York. Mr. McCarter serves as a director on the boards of publicly traded ZoomInfo and CommScope as well as the privately held HireVue, Veritas, Ampere Computing and Saama Technologies. He is also a member of Northwestern’s McCormick School of Engineering Advisory Council. Mr. McCarter received his M.B.A. from Harvard Business School and a B.S. with a double major in industrial engineering and economics from Northwestern University. Nomination considerations: Mr. McCarter’s extensive core business skills, including financial and strategic planning, and many years of management experience at portfolio companies through his involvement with Carlyle. | | D. Randall Winn | 54 | Mr. Winn has served as a member of the board of directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2014 to June 2020. Mr. Winn currently serves as a Managing Member of 22C Capital, a principal investment firm, which he founded in 2017 and also serves as Managing Member of FiveW Capital. Mr. Winn is currently a director of the following private companies: LMI, Aurora Energy Research and Canoe Intelligence. Mr. Winn previously was the nonexecutive chairman of Dealogic, served on the board of Definitive Healthcare (NASDAQ:DH) and served on the boards of private companies such as Viteos Fund Services, Merit Software, and eMarketer. Prior to founding 22C Capital, Mr. Winn was a co founder of, and Co-Managing Partner and ultimately Executive Managing Director/CEO of Capital IQ from 1999 to 2011. Mr. Winn holds an A.B. from the Woodrow Wilson School of Public and International Affairs at Princeton University. Nomination considerations: Mr. Winn’s deep knowledge of our industry, extensive financial and business skills, including strategic planning, and his significant management and leadership experience, including with CapitalIQ. |

  11. Director Compensation in 2023

    Director Compensation in 2023 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2023.

  12. Director Compensation in 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Todd Crockett | — | — | — | | Mitesh Dhruv | 70,000 | 202,316 | 272,316 | | Keith Enright | 75,000 | 202,316 | 277,316 | | Ashley Evans | 60,000 | 202,316 | 262,316 | | Alison Gleeson | 54,000 | 202,316 | 256,316 | | Mark Mader | 60,000 | 202,316 | 262,316 | | Patrick McCarter | — | — | — | | D. Randall Winn | 72,500 | 202,316 | 274,816 |

  13. Director Compensation in 2023

    __________________ (1)Represents the aggregate grant date fair value of restricted stock units granted during 2023 computed in accordance with Topic 718 without taking into account estimated forfeitures. The assumptions used in the valuation are discussed in Note 15: “Equity-based Compensation” to our Consolidated Financial Statements in Part II, Item 8 of our 2023 10-K. The aggregate number of restricted stock units outstanding as of December 31, 2023 for our non-employee directors who received compensation was 8,893 for Mr. Dhruv, Mr. Enright, Ms. Evans, Ms. Gleeson, Mr. Mader, and Mr. Winn.

  14. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | ☑ Emphasize long-term equity incentives consisting of both time-based and performance-based awards | ☒ No guaranteed “single-trigger” change in control payments | | ☑ Tie performance cash incentive opportunities to well-defined business objectives | ☒ No tax reimbursement or tax gross-ups on severance or change in control payments | | ☑ Provide transparent disclosure of performance incentive targets and payout structure | ☒ No special executive welfare or health benefits, or retirement plans not available to our employees generally | | ☑ Structure equity award acceleration linked to a change in control for post-IPO grants as “double triggered” requiring both a change in control and involuntary termination for accelerated vesting to apply | ☒ No guaranteed compensation increases | | ☑ Provide for clawback of awards in the event of fraud, conduct contributing to a financial restatement or irregularity or other detrimental activities | ☒ No hedging of our stock | | ☑ Assess risks of our executive compensation program | ☒ No pledging of our stock | | ☑ Maintain a Compensation Committee comprised entirely of independent directors | ☒ No strict benchmarking of compensation to a specific percentile or our peer group | | ☑ Retain an independent compensation advisor | |

  15. Role of Shareholder Say on Pay Vote

    Role of Shareholder Say on Pay Vote We provide our shareholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay vote”). At our 2023 annual meeting of the shareholders held in May 2023, approximately 76% of the votes cast approved of our executive compensation program on an advisory basis. While the Compensation Committee believes this outcome reflects that there is strong alignment between the goals of our executive compensation program and the interests of our shareholders, the Compensation Committee also determined that there were opportunities to update the program to be responsive to investor guidelines and proxy advisory firm recommendations. Based on this feedback, the Compensation Committee added performance-based vesting restricted stock units as a component of the long-term incentive compensation for our CEO and other executives in 2023 and adopted robust stock ownership guidelines. The Compensation Committee will continue to seriously consider the outcome of say-on-pay votes in its design of our executive compensation program.

  16. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has retained Aon's Human Capital Solutions, a nationally recognized compensation consulting firm, formerly known as Radford (“Aon”), to advise the Compensation Committee with respect to executive officer and director compensation, equity compensation program design, and company-wide equity strategy. Aon does not provide any services to the Company other than advising on executive officer and non-employee director compensation. The Compensation Committee has determined that Aon is independent from management and that Aon’s work has not raised any conflicts of interest.

  17. Benchmarking and Peer Group

    Benchmarking and Peer Group In 2023, the Compensation Committee, in consultation with Aon, reviewed the Company’s peer group for purposes of benchmarking executive compensation, and making compensation decisions in light of the Company’s growth and other factors. Based on Aon’s review and recommendations, the Compensation Committee approved the following list of companies as an appropriate peer group for benchmarking executive compensation, and making compensation decisions, in 2023 (the “2023 Peer Group”). The Compensation Committee considered this 2023 Peer Group to align with the Company’s levels of headcount, revenue, revenue multiples, and market capitalization.

  18. Benchmarking and Peer Group

    | Alteryx | Crowdstrike Holdings | Morningstar | Smartsheet | | ANSYS | Datadog | MSCI | The Trade Desk | | Ceridian HCM Holding | Fair Isaac | Okta | Tradeweb Markets | | CoStar Group | HubSpot | Paycom Software | Tyler Technologies | | Coupa Software | MarketAxess Holdings | Paylocity Holding | |

  19. Benchmarking and Peer Group

    The Compensation Committee determined that target total direct compensation and target annual and long-term incentive compensation were within a competitive range for each NEO. This determination took into account the base salary levels, cash bonus targets, and equity awards for each NEO described below. The Compensation Committee intends to continue to strive to provide compensation opportunities that generally align each NEO’s target total direct compensation within a competitive range of the market median and expects that a significant portion of each NEOs total compensation package will continue to be focused on rewarding long-term future performance through a combination of at-risk cash and long-term equity incentive awards. For 2024, the Compensation Committee has adjusted 2023 Peer Group as a result of changes at certain peer group companies and to further align with the Company’s levels of headcount, revenue, revenue multiples, and market capitalization. The peer group for 2024 is set forth below.

  20. Benchmarking and Peer Group

    | ANSYS | FactSet Research Systems | MarketAxess Holdings | Paylocity Holding | | Appfolio | Fair Isaac | Morningstar | Smartsheet | | Ceridian HCM Holding | HubSpot | MSCI | The Trade Desk | | CoStar Group | Informatica | Okta | Tradeweb Markets | | DoubleVerify | LiveRamp | Paycom Software | Tyler Technologies | | Dun & Bradstreet | | | |

  21. 2023 Executive Compensation Components

    2023 Executive Compensation Components Our executive compensation program consists of the following primary components: •Base salary; •Cash-based incentive awards; •Long-term equity compensation, comprised of performance-based RSUs tied to financial performance metrics and, in the case of NEOs other than Mr. Schuck, time-based RSUs; and •Severance and change in control-related payments and benefits. We also provide our NEOs with comprehensive employee benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts and other plans and programs made available to our eligible employees. We believe all these elements provide a compensation package that attracts and retains qualified individuals, links individual performance to Company performance, focuses the efforts of our NEOs on the achievement of both our short-term and long-term objectives and aligns the interests of our NEOs with those of our stockholders. Our 2023 executive compensation program continued to reflect our ongoing transition from a late-stage private company to a publicly traded SaaS company with over a billion dollars in annual revenue, as we continued to emphasize long-term equity compensation as the most significant component of each NEO’s compensation. We introduced performance-based RSUs for Mr. Schuck and certain other executives as described below under “-Long-Term Equity Compensation.” The charts below show the pay mix of our CEO and other NEOs and the components of their pay for 2023, specifically the base salary and cash bonus amounts earned and the grant date fair value of equity awards granted in 2023.

  22. Annual Cash Incentive Awards — 2023 Cash Incentive Bonus Plan

    Annual Cash Incentive Awards — 2023 Cash Incentive Bonus Plan A key objective of our compensation philosophy is to tie a significant portion of each NEO’s compensation to our performance. To help accomplish this objective, we provide annual performance-based cash bonus incentive opportunities for our NEOs, which are earned based on our achievement against corporate performance objectives established at the beginning of the fiscal year. The table below shows the target annual cash bonus opportunity for each NEO as a percentage of their base salary and as a corresponding dollar amount for 2023:

  23. Annual Cash Incentive Awards — 2023 Cash Incentive Bonus Plan

    | Name | 2023 Target Cash Bonus as a Percentage of Salary | 2023 Target Cash Bonus as a Dollar Amount | Percentage Increase from 2022 Target Bonus as a Dollar Amount | | Henry Schuck | 100% | $550,000 | —% | | Peter Cameron Hyzer | 60% | $337,000 | —% | | Ali Dasdan | 50% | $225,000 | N/A | | Chris Hays | 56% | $235,400 | —% |

  24. Annual Cash Incentive Awards — 2023 Cash Incentive Bonus Plan

    At the beginning of 2023, our Board approved our annual operating plan, which included performance objectives that the Compensation Committee used to design an annual cash incentive bonus plan for our NEOs and other employees (the “2023 Cash Incentive Bonus Plan”). The Compensation Committee considered a number of factors in selecting the performance objectives applicable to our NEOs’ annual cash bonus opportunities, including performance objectives that tie to our business strategy and support our short-term and long-term plans to profitably grow our business. The Compensation Committee determined that two key performance metrics - net new annual recurring revenue (“Net New ARR”) and fiscal year adjusted operating income (“AOI”) - are aligned with the key drivers of success during this phase of our business growth. Each NEO’s 2023 cash bonus opportunity was based equally on Net New ARR and AOI and capped at 200% maximum achievement. Bonus achievement was approved at 0% for each of Net New ARR and AOI. The following charts present the bonus payout formula relative to the target bonus opportunity based on 2023 Net New ARR and AOI achievement. The Net New ARR metric was based on targeted Net New ARR of $310.3 million and the AOI metric was based on targeted AOI of $561.3 million.

  25. Annual Cash Incentive Awards — 2023 Cash Incentive Bonus Plan

    | Metric | Payout Formula Under 2023 Cash Incentive Bonus Plan | Weight | Achieved | | Net New ARR(1) | At target: 100% payout, increased or decreased as follows: •If above target, increased by 1% per $2.00 million above target, up to 150% achievement, then increased by another 1% per additional $1.00 million above 150% achievement, up to 200% maximum •If below target, decreased by 1% per $2.00 million below target, down to 50% achievement, then decreased by an additional 1% per additional $1.00 million below 50% achievement threshold, down to 0% | 50% | —% | | AOI(2) | At target: 100% payout, increased or decreased as follows: •If above target, increased by 1% per $0.50 million above target, up to 150% achievement, then increased by another 1% per additional $0.25 million above 150% achievement, up to 200% maximum •If below target, decreased by 1% per $0.50 million below target, down to 50% achievement, then decreased by an additional 1% per additional $0.25 million below 50% achievement threshold, down to 0% | 50% | —% | | Total Blended Achievement | | | —% |

  26. Annual Cash Incentive Awards — 2023 Cash Incentive Bonus Plan

    ________________ (1)Net New ARR is calculated based on the difference between annual recurring revenue at the end of the year and the beginning of the year. The calculation is adjusted for any acquisitions made during the year, if applicable. (2)AOI is defined as income from operations plus (i) impact of fair value adjustments to acquired unearned revenue, (ii) amortization of acquired technology and other acquired intangibles, (iii) equity-based compensation expense, (iv) restructuring and transaction-related expenses, and (v) integration costs and acquisition-related expenses. For purposes of our cash incentive bonus plan determination only, AOI achievement is also adjusted to exclude additional or reduced bonus driven by the cash incentive bonus plan relative to target bonuses. The calculation is also adjusted for any acquisitions made during the year, if applicable.

  27. Long-Term Equity Compensation

    Long-Term Equity Compensation During 2023, we granted equity compensation to our executives in the form of both time-based and performance-based RSUs, as follows: •Prior to 2023, Mr. Schuck did not receive any long-term equity compensation. Instead, upon Mr. Schuck’s request, and with the approval of the Compensation Committee, the Company allocated additional equity awards to non-executive officer employees for recognition and retention purposes. In April 2023, Mr. Schuck received a three-year performance-based restricted stock unit award as described below. Mr. Schuck did not receive any time-based RSUs. •Mr. Hyzer was awarded additional RSUs outside of the normal executive compensation cycle on December 30, 2022 for retention purposes. As a result of that off-cycle award, the Compensation Committee did not recommend, and the Board did not grant, any RSUs to Mr. Hyzer as part of the 2023 annual executive compensation process. •We granted time-based RSUs to Mr. Dasdan in April 2023 as part of his compensation as a newly hired executive. •We granted a mix of time-based and performance-based RSUs to Mr. Hays in April 2023 as part of the annual executive compensation process, as described below. The Compensation Committee believes that both time-based and performance-based RSUs align our NEOs’ interests with those of our stockholders by providing a return directly in line with our stock price and minimize incentive for short-term risk-taking at the expense of realizing long-term value. RSUs encourage retention through vesting over the recipient’s continued employment with us over a multi-year period, cover fewer shares than stock options, minimize dilution to stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. The RSUs granted to NEOs prior to 2023 are subject solely to time-based vesting requirements. We received feedback as noted above under “Role of Shareholder Say on Pay Vote” indicating a preference for performance-based equity awards. The Compensation Committee considered this feedback and, in consultation with our Compensation Consultant, determined that a mix of performance-based RSUs tied to financial metrics (“PRSUs”) and time-based RSUs best aligned with the interests of our shareholders by creating an appropriate balance between our goals of business performance, long-term growth, and NEO retention. Accordingly, in 2023 we established a PRSU program measured based on annual and cumulative growth in free cash flow per share over a three-year performance period, and made initial PRSU grants to Mr. Schuck, Mr. Hays, and certain non-NEOs based on these performance metrics. We also awarded a PRSU to Mr. Hays based on 2023 net revenue retention. Our Compensation Committee believes that this mix of RSUs and PRSUs aligns our NEOs’ interests with those of our stockholders by providing a return directly in line with both our stock price and a key financial metric that is important to maintain our long-term growth and sustainability. Our Compensation Committee ultimately determined to use free cash flow per share as the primary performance metric for the fiscal 2023 PRSUs due to its important role in measuring the overall financial performance and operating activities of our business. In the case of Mr. Schuck, no time-based RSUs were awarded. Instead, Mr. Schuck’s 2023 equity grant consisted of a three-year PRSU award with vesting contingent on annual, cumulative achievement of free cash flow per share growth targets. Mr. Hays received a mix of time-based RSUs and PRSUs. The PRSUs awarded to Mr. Hays consisted of a three-year PRSU award with vesting contingent on annual, cumulative achievement of free cash flow per share growth targets, and a one-year PRSU award with vesting contingent on achievement of net revenue retention goals. In each case, PRSU vesting is also subject to the recipient’s continued status as service provider to us or our affiliate at the time the Compensation Committee determines achievement. As noted above, Mr. Hyzer received a grant of RSUs in December 2022 with respect to the 2023 fiscal year, and did not receive any additional equity awards in 2023. Mr. Dasdan, who joined the Company after the beginning of the 2023 fiscal year, was not eligible to receive PRSUs in 2023. Mr. Dasdan received a new-hire award of time-based RSUs. Messrs. Schuck, Hyzer, and Dasdan will be eligible to receive a mix of RSUs and PRSUs in 2024, subject to the recommendation and approval of our Compensation Committee. As part of the PRSU program in 2024, the Compensation Committee has considered a number of performance metrics to utilize in measuring overall financial performance and operating activities including, but not limited to, free cash flow, free cash flow per share, net cash provided by operating activities, stock price, total stockholder return, revenue, profit margins or earnings/loss before interest, taxes, depreciation and amortization, or EBITDA. These metrics may be expressed in terms of attaining a specified performance level, increase or decrease in a particular area and may be on an individual, business unit, division or company-wide basis, and in absolute terms or relative to the performance of comparable companies or peer groups or indexes. The table below sets forth the equity award grants to our NEOs in 2023:

  28. Long-Term Equity Compensation

    | Name | Award Type | Approximate Grant Date Fair Value | Vesting Schedule | | Henry Schuck | PRSU(1) | $4,412,514 | 20% vesting in year 1, 30% vesting in year 2, and 50% vesting in year 3, in each case subject to achievement of performance targets | | Ali Dasdan | RSU(2) | $11,756,944 | 16.5% vesting September 1, 2023; and the remainder vesting in equal quarterly installments during the 30 months following September 1, 2023 | | Chris Hays | HSKB Phantom Units(1) | $441,271 | Equal quarterly vesting beginning July 1, 2023, over 1 year term | | Chris Hays | RSU(1) | $3,088,750 | Equal quarterly vesting beginning July 1, 2023, over 2 year term | | Chris Hays | PRSU(1)(3) | $3,088,750 | 20% vesting in year 1, 30% vesting in year 2, and 50% vesting in year 3, in each case subject to achievement of performance targets | | Chris Hays | PRSU(1)(4) | $2,779,875 | 100% vesting upon achievement performance target |

  29. Long-Term Equity Compensation

    ________________ (1)Awarded on April 3, 2023 as part of the annual executive compensation process, with vesting commencement date of April 1, 2023. (2)New hire grant awarded to Mr. Dasdan on April 3, 2023, with vesting commencement date of March 1, 2023. (3)Awarded on April 3, 2023 as part of the annual executive compensation process; vesting subject to determination of achievement of performance targets in each performance year based on cumulative free cash flow growth per share. (4)Awarded on April 3, 2023 as part of the annual executive compensation process; vesting subject to determination of achievement of performance target based on 2023 net revenue retention.

  30. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Our NEOs are provided certain protections in the event of their termination of employment under specified circumstances, including following a change in control of the Company, as described in more detail in “Potential Payments upon Termination or Change in Control” below. We believe that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. The chart below describes the material terms of these benefits for our NEOs.

  31. Severance and Change in Control Benefits

    | Triggering Event(s) | Benefits | | Employment is terminated without cause or NEO resigns for good reason in connection with a change in control | •A lump sum payment equal to 18 months, in the case of Mr. Schuck or Mr. Hays, and 12 months, in the case of Mr. Hyzer, plus 100% of NEO’s annual target cash bonus for the year of termination, less any amounts already paid for such year, and for Mr. Dasdan only a lump sum payment equal to 6 months of his then-current base salary; •Any earned but unpaid bonus for the prior fiscal year, in the case of Messrs. Schuck, Hyzer, and Hays; •In the case of Mr. Schuck and Mr. Hays, continuation for 18 months following the termination date of any health insurance benefits to which NEO was entitled as of the termination date; and •100% accelerated vesting of NEO’s outstanding equity awards subject to time-based vesting. In each case subject to NEO timely signing a release of claims that becomes effective and continued compliance with NEO’s restrictive covenants. | | Employment is terminated without cause or resigns for good reason (other than in connection with a change in control) | •A lump sum payment equal to 12 months, in the case of Messrs. Schuck, Hyzer, and Hays, of NEO’s then-current base salary, plus, in the case of Messrs. Schuck, Hyzer, and Dasdan, a pro-rated portion of NEO’s expected annual bonus for the year of termination, less any amounts already paid for such year, and for Mr. Dasdan only a lump sum payment equal to 6 months of his then-current base salary; •In the case of Mr. Schuck or Mr. Hays, continuation for 12 months following the termination date of any health insurance benefits to which NEO was entitled as of the termination date; and •In the case of Mr. Schuck and Mr. Hays, accelerated vesting of the portion of NEO’s then-unvested equity awards subject to time-based vesting scheduled to vest within 12 months following the termination date. In each case subject to NEO timely signing a release of claims that becomes effective and continued compliance with NEO’s restrictive covenants. | | Employment is terminated due to death or disability | •A pro-rated portion of NEO’s expected annual bonus for the year of termination, less any amounts already paid for such year. •Up to 5,000 RSUs or RSAs vest, subject to certain exceptions. |

  32. Severance and Change in Control Benefits

    In addition, in the event any of the payments provided for under the executive employment agreements, or otherwise payable to the NEO, would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, the NEO would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive. No employment letter with any of our NEOs provides for any tax gross-up payments.

  33. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation We do not provide, and have no obligation to provide, any of our NEOs with a “gross-up” or other reimbursement payment for any tax liability the NEO might owe because of the application of Sections 280G, 4999 or 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to an NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO would receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to the NEO.

  34. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our Named Executive Officers, for their service for the fiscal years indicated.

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Henry Schuck Chief Executive Officer and Chairman of the Board | 2023 | 550,000 | — | 4,412,514 | — | 11,250 | 4,973,764 | | | 2022 | 549,460 | — | — | 275,261 | 10,250 | 834,971 | | | 2021 | 538,880 | — | — | 760,604 | 9,750 | 1,309,234 | | Peter Cameron Hyzer Chief Financial Officer | 2023 | 562,000 | — | — | — | 11,250 | 573,250 | | | 2022 | 552,750 | — | 17,200,052 | 173,347 | 10,250 | 17,936,399 | | | 2021 | 518,750 | — | 3,000,049 | 529,212 | 9,750 | 4,057,761 | | Chris Hays President and Chief Operating Officer | 2023 | 423,720 | — | 9,398,646 | — | 6,683 | 9,829,049 | | | 2022 | 414,090 | — | 12,750,044 | 120,308 | 10,771 | 13,295,213 | | | 2021 | 378,900 | 48,426 | 6,700,010 | 309,500 | 11,725 | 7,448,561 | | Ali Dasdan Executive Vice President and Chief Technology Officer | 2023 | 415,961 | — | 11,756,944 | — | 10,500 | 12,183,405 |

  36. Summary Compensation Table

    ________________ (1)The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. (2)The amount reported in this column for Mr. Hays represents a discretionary cash bonus award based on achievement of company performance objectives. See “Executive Compensation Discussion and Analysis” above. (3)Represents the aggregate grant date fair value of stock awards granted, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The fiscal 2021 stock awards consist of grants of time-vesting Class P Units, LTIP Units and restricted stock units issued under the ZoomInfo Technologies Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”). As noted in Note 1: “Organization and Background” and Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, during the year ended December 31, 2021, the Company issued shares of unvested restricted stock in exchange for all unvested Class P Units and LTIP Units owned directly by the NEOs and other employees of the Company. Those exchanged shares of restricted stock (“RSAs”) remain subject to the same service vesting requirements of the original units and, upon fulfillment of the original employment service conditions, the restrictions will be lifted and the restricted stock will convert to unrestricted shares of the Company’s common stock. The fiscal 2022 and 2023 stock awards consist of grants of restricted stock units and HSKB phantom units issued under the 2020 Omnibus Incentive Plan. The stock awards granted to Mr. Hyzer in fiscal 2022 include an award granted December 30, 2022 with grant date fair value of $9,200,001, which was intended to be in lieu of Mr. Hyzer’s annual equity grant for 2023. Terms of the stock awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 15: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2023 10-K. For purposes of these calculations we determined that the probable outcome of the applicable performance-based conditions for the PRSUs was “target.” Accordingly, the value for the PRSUs included for the NEOs is based on the target number of shares subject to such awards which results in an award value of $4,412,514 for Mr. Schuck and $5,868,625 for Mr. Hays. Assuming that the highest level of performance for each such award was achieved, the grant date fair value would be $8,825,028 for Mr. Schuck and $11,737,250 for Mr. Hays. (4)Amounts in this column include cash incentive bonuses earned by our NEOs in the fiscal years referenced. See “Executive Compensation Discussion and Analysis” above. (5)The amounts reported represent our 401(k) Plan (as defined below) matching contributions. For a description of our 401(k) Plan, see “Executive Compensation Discussion and Analysis” above.

  37. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table presents information regarding grants of plan-based awards during 2023 to our NEOs. The non-equity incentive plan awards were granted under our 2023 Cash Incentive Bonus Plan, as described in greater detail in “Executive Compensation Discussion and Analysis” above. The equity incentive plan awards were granted under our 2020 Omnibus Incentive Plan. The vesting schedule for the awards is set forth below in the table “Outstanding Equity Awards at 2023 Fiscal Year-End.”

  38. Grants of Plan-Based Awards in Fiscal 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Award Type(2) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Henry Schuck | Cash | | — | 550,000 | 1,100,000 | — | — | | | PRSU | 4/3/2023 | — | — | — | 178,572 | 4,412,514 | | Peter Cameron Hyzer | Cash | | — | 337,000 | 674,000 | — | — | | Chris Hays | Cash | | — | 235,400 | 470,800 | — | — | | | HSKB | 4/3/2023 | — | — | — | 17,858 | 441,271 | | | RSU | 4/3/2023 | — | — | — | 125,000 | 3,088,750 | | | PRSU | 4/3/2023 | — | — | — | 125,000 | 3,088,750 | | | PRSU | 4/3/2023 | — | — | — | 112,500 | 2,779,875 | | Ali Dasdan | Cash | | — | 225,000 | 450,000 | — | — | | | RSU | 4/3/2023 | — | — | — | 475,797 | 11,756,944 | | (1) Represents the range of possible payouts to our NEOs under the 2023 Cash Bonus Incentive Plan, which range between no payout at 0% achievement and payout at the maximum capped at 200% of the applicable target annual bonus opportunity, as further described above under “Executive Compensation Discussion & Analysis.” | | | | | | | | | (2) Terms of the stock awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 15: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2023 10-K. | | | | | | | |

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding outstanding equity awards made to the NEOs as of December 31, 2023.

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Stock Awards | | | | | Name | Grant Date | Award Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Henry Schuck | 06/03/2020 | RSA(3) | 102,004 | 1,886,054 | — | — | | | 04/03/2023 | PRSU(4) | — | — | 178,572 | 3,301,796 | | Peter Cameron Hyzer | 06/03/2020 | RSA(5) | 20,412 | 377,418 | — | — | | | 03/01/2021 | RSA(6) | 37,773 | 698,423 | — | — | | | 03/01/2022 | RSU(7) | 77,140 | 1,426,319 | — | — | | | 09/01/2022 | HSKB Phantom Units(8) | 7,569 | 139,951 | — | — | | | 12/30/2022 | RSU(9) | 190,714 | 3,526,302 | — | — | | Chris Hays | 06/03/2020 | RSA(10) | 20,412 | 377,418 | — | — | | | 06/03/2020 | RSA(11) | 15,715 | 290,570 | — | — | | | 03/01/2021 | RSA(12) | 127,814 | 2,363,281 | — | — | | | 03/01/2022 | RSU(13) | 179,200 | 3,313,408 | — | — | | | 04/03/2023 | HSKB Phantom Units(14) | 8,929 | 165,097 | — | — | | | 04/03/2023 | RSU(15) | 93,750 | 1,733,438 | — | — | | | 04/03/2023 | PRSU(16) | — | — | 112,500 | 2,080,125 | | | 04/03/2023 | PRSU(17) | — | — | 125,000 | 2,311,250 | | Ali Dasdan | 04/03/2023 | RSU(18) | 357,562 | 6,611,321 | — | — |

  41. Outstanding Equity Awards at 2023 Fiscal Year-End

    __________________ (1)As noted in Note 1: “Organization and Background” and Note 15: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2023 10-K, during the year ended December 31, 2021, the Company issued shares of restricted stock in exchange for all unvested Class P Units and LTIP Units owned directly by the NEOs and other employees of the Company. Those exchanged shares of restricted stock, which are denoted as RSAs, remain subject to the same service vesting requirements of the original units and, upon fulfillment of the original employment service conditions, the restrictions will be lifted and the restricted stock will convert to unrestricted shares of the Company’s common stock. The grant dates reflect the grant dates of the original awards. (2)Values determined based on the December 29, 2023 closing market price of our common stock (the last trading day of 2023), which was $18.49 per share. In the case of PRSUs, the actual payout values depend upon, among other things, achievement of performance goals, the Company’s closing stock price at the end of the applicable performance period, and continued service by the participant through the date of determination of achievement. (3)Originally granted as Class P Units and exchanged for RSAs on September 3, 2021, subject to the same vesting terms. Vests in in three equal installments on each of the second, third and fourth anniversaries of the original grant date. (4)Vests as follows: 20% vests following December 31, 2023, 30% vests following December 31, 2024, and 50% vests following December 31, 2025, in each case subject to achievement of specified performance targets and continued service through the determination date. Amount represents target number of shares, and actual achievement may vary from 0% to 200% of target depending on performance in the applicable performance year. (5)Originally granted as Class P Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms as the original grant. Vests in installments of 34%, 33%, and 33% on the dates that are two and a half, three and a half, and four and a half years following the grant date, respectively. (6)Originally granted as LTIP Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. One-third of the award vests on the second anniversary of the grant date, and the remaining two-thirds vest on the third anniversary of the grant date. (7)Vests as follows: 25% of the award vested on March 1, 2023 and the remaining 75% of the award vests in equal quarterly amounts for the following three years. (8)Vests as follows: 25% of the award vested on September 1, 2023 and the remaining 75% of the award vests in equal quarterly amounts for the following three years. (9)Vests in equal quarterly amounts, over a two-year term, with the first quarterly vesting occurring April 1, 2023. (10)Originally granted as Class P Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms as the original grant. Vests in installments of 34%, 33%, and 33% on the dates that are two and a half, three and a half, and four and a half years following the grant date, respectively. (11)Originally granted as LTIP Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. Vests in three installments of 34%, 33%, and 33% on the dates that are two and a half, three and a half, and four and a half years following the grant date, respectively. (12)Originally granted as LTIP Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. Vests in full on March 1, 2024. (13)Vests as follows: 18.33% of the award vested on March 1, 2023, 7.5% of the award vests on March 1, 2024, and the remaining 74.17% of the award vests on March 1, 2025. (14)Vests in equal quarterly amounts over a one-year term, with the first quarterly vesting occurring July 1, 2023 . (15)Vests in equal quarterly amounts over a two-year term, with the first quarterly vesting occurring July 1, 2023. (16)Vests as follows: 100% vests following December 31, 2023, subject to achievement of specified performance target and continued service through the determination date. Amount represents target number of shares, and actual achievement may vary from 0% to 200% of target depending on performance. (17)Vests as follows: 20% vests following December 31, 2023, 30% vests following December 31, 2024, and 50% vests following December 31, 2025, in each case subject to achievement of specified performance targets and continued service through the determination date. Amount represents target number of shares, and actual achievement may vary from 0% to 200% of target depending on performance in the applicable performance year. (18)Vests as follows: 16.5% of the award vested on September 1, 2023, and the remainder of the award vests in equal quarterly amounts during the 30 months following September 1, 2023.

  42. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the fiscal year with respect to our NEOs:

  43. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Henry Schuck | 102,003 | 2,697,979 | | Peter Cameron Hyzer | 217,734 | 4,691,666 | | Chris Hays | 165,929 | 3,682,341 | | Ali Dasdan | 118,235 | 1,985,584 |

  44. Option Exercises and Stock Vested

    __________________ (1)The value realized on vesting is determined by multiplying the number of vested RSAs and RSUs by the closing price of our common stock on the vesting date. In the case of RSUs, the value realized on vesting does not reflect the actual value received by the NEO because a portion of the shares reflected in the table above were withheld by us to satisfy the NEO’s tax withholding obligations.

  45. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following tables provide information concerning the estimated payments and benefits that would be provided in the circumstances described above, assuming that the triggering event took place on December 31, 2023, the last day of our fiscal year. For purposes of valuing accelerated vesting, the values indicated in the tables below are calculated as $18.49, the closing price of a share of our common stock on December 29, 2023 (the last trading day of 2023), multiplied by the number of unvested shares subject to the award as of December 31, 2023 that are being accelerated. The disclosures provided below reflect the actual amounts paid to Mr. Hays, who departed the Company on January 3, 2024, as set forth under “Involuntary Termination without a Change in Control.”

  46. Potential Payments upon Termination or Change in Control

    | | Involuntary Termination in Connection with a Change in Control(1) | | | | | Name | Cash Severance - Salary ($)(2) | Cash Severance - Bonus ($)(3) | Other Benefits ($)(4) | Equity Acceleration ($)(5) | | Henry Schuck | 825,000 | 550,000 | 25,051 | 1,886,054 | | Peter Cameron Hyzer | 562,000 | 337,000 | — | 6,168,412 | | Ali Dasdan | 225,000 | 225,000 | — | 6,611,321 |

  47. Potential Payments upon Termination or Change in Control

    __________________ (1)An “involuntary termination” means a termination without cause or a resignation for good reason, and other than due to death or disability. An involuntary termination that occurs within the 3 months prior to or the 12 months following a change in control, in the case of Messrs. Schuck and Hyzer, and within the 12 months following a change of control, in the case of Mr. Dasdan, is considered occurring “in connection with” such change in control for purposes of each NEO’s severance benefits listed above. (2)Represents 18 months of the NEO’s annual base salary for Mr. Schuck, 12 months of annual base salary for Mr. Hyzer, and 6 months of annual base salary for Mr. Dasdan. (3)Represents the NEO’s target annual bonus at 100% achievement. (4)In the case of Mr. Schuck, represents the value of 18 months of COBRA premium reimbursement. (5)For purposes of valuing accelerated vesting, the values are calculated as $18.49, the closing price of a share of our common stock on December 29, 2023 (the last trading day of 2023), multiplied by the number of unvested shares subject to the award as of December 29, 2023 that are being accelerated. Includes accelerated vesting of all time-based RSUs and no accelerated vesting of PRSUs. Accelerated vesting of PRSUs only occurs if the closing price payable per share of the Company’s common stock upon the change of control is at least 50% higher than the closing price of the Company’s common stock on the date of grant, in which case 100% of the unvested PRSUs through and including the current performance year (as defined in Exhibit A) vest. If the price payable per share of the Company common stock upon the change of control is less than 50% higher than the closing price of the Company’s common stock on the date of grant for the PRSUs, then all unvested PRSUs would be cancelled upon the change in control.

  48. Potential Payments upon Termination or Change in Control

    | | Involuntary Termination without a Change in Control(1) | | | | | Name | Cash Severance - Salary ($)(2) | Cash Severance - Bonus ($)(3) | Other Benefits ($)(4) | Equity Acceleration ($)(5) | | Henry Schuck | 550,000 | 550,000 | 16,701 | 1,886,054 | | Peter Cameron Hyzer | 562,000 | 337,000 | — | — | | Chris Hays (6) | 423,720 | — | 19,849 | 4,945,169 | | Ali Dasdan | 225,000 | 225,000 | — | — |

  49. Potential Payments upon Termination or Change in Control

    (1)An “involuntary termination” means a termination without cause or a resignation for good reason and other than due to death or disability. (2)Represents 12 months of the NEO’s annual base salary, in the case of Messrs. Schuck and Hyzer, and 6 months annual base salary, in the case of Mr. Dasdan. (3)In the case of Mr. Schuck, represents the NEO’s target annual bonus at 100% achievement. (4)In the case of Messrs. Schuck, and Hays, represents the value of 12 months of COBRA premium reimbursement. (5)In the case of Mr. Schuck, represents value of accelerated vesting of unvested time-based equity awards held as of December 31, 2023 which were scheduled to vest within the following 12 months. For purposes of valuing accelerated vesting, the values are calculated as $18.49, the closing price of a share of our common stock on December 29, 2023 (the last trading day of 2023), multiplied by the number of unvested shares subject to the award as of December 31, 2023 that are being accelerated. (6)Represents actual amounts paid to Mr. Hays based on termination as of January 3, 2024.

  50. Potential Payments upon Termination or Change in Control

    | | Death or Disability of Named Executive Officer | | | Name | Cash Severance - Bonus ($)(1) | Equity Acceleration ($)(2) | | Henry Schuck | 550,000 | 92,450 | | Peter Cameron Hyzer | 337,000 | 92,450 | | Chris Hays | 235,400 | 92,450 | | Ali Dasdan | 225,000 | 92,450 |

  51. Potential Payments upon Termination or Change in Control

    __________________ (1)Represents the NEO’s target annual bonus at 100% achievement. (2)Represents value of accelerated vesting of 5,000 RSA or RSU awards upon death or disability of an NEO, pursuant to the terms of the award agreements provided to NEOs under the 2020 Omnibus Incentive Plan.

  52. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our median employee and the annual total compensation of our CEO, Mr. Schuck on December 31, 2023, the last day of our 2023 fiscal year. For 2023, the annual total compensation for Mr. Schuck, from the Summary Compensation Table above, was $4,973,764, and the annual total compensation for our median-compensated employee was $123,192, resulting in an estimated pay ratio of 40:1. Identification of Median Employee Our median employee was identified from all full-time and part-time employees employed as of December 31, 2023. As of December 31, 2023, we employed approximately 3,516 individuals. We did not include any contractors or other non-employee workers in our employee population. To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s (i) annualized base salary, (ii) targeted annual company bonus amount or targeted commission amount, (iii) the 90 day trailing fair market value of equity awards granted as set at the start of the quarter the award was granted, with the exception of awards granted prior to April 1 for which we used fair market value at time of grant, in each case during the period from January 1, 2023 through December 31, 2023. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements. Compensation not paid in U.S. dollars was converted to U.S. dollars using the foreign exchange rates in effect as of December 31, 2023. We did not include employees who terminated employment on December 31, 2023. We also made a partial modification to the method by which the value of equity awards is calculated, for purposes of determining the median employee, compared to our prior year. This change in methodology provides administrative efficiency as it leverages existing payroll processes and reflects the way that we determine and communicate compensation elements to our employees. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  53. Pay Versus Performance

    Pay Versus Performance The Executive Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our NEOs for fiscal 2023. The following section has been prepared in accordance with the “pay versus performance” rules set forth in Item 402(v) (the “Rule”) of Regulation S-K and sets forth information regarding compensation of our CEO, as our principal executive officer (“PEO”), and our other non-PEO named executive officers. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in the Rule (“CAP”). The calculation of CAP includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of equity awards includes, as applicable: •The year-end fair value of the awards granted in the covered fiscal year (e.g., 2023) that are outstanding and unvested as of the end of the covered fiscal year; •The change in fair value from the end of the prior fiscal year (e.g., 2022) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; •The fair value, as of the vesting date, of any awards that were granted and vested in the same covered year; •The change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year; and •The value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation.

  54. Pay Versus Performance

    Pay Versus Performance

  55. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(5) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4)(5) | Value of Initial Fixed $100 Investment Based on(6) | | Net Income (Loss) ($ in millions) | Company Selected Measure ($ in millions)(8) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(7) | | | | 2023 | 4,973,764 | 2,304,429 | 7,528,568 | 2,255,270 | 54.38 | 200.34 | 107.3 | 498.6 | | 2022 | 834,971 | (9,307,765) | 13,992,890 | (3,364,287) | 88.56 | 120.35 | 63.2 | 447.8 | | 2021 | 1,309,234 | 12,173,581 | 9,189,778 | 18,433,785 | 188.82 | 187.38 | 94.9 | 306.6 | | 2020 | 4,853,682 | 42,135,178 | 3,984,402 | 52,546,756 | 141.85 | 135.92 | (36.4) | 226.0 |

  56. Pay Versus Performance

    (1)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Schuck, our CEO, for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement. (2)In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Schuck in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Schuck during the applicable year. Note the “Year over Year change in Fair Value of Outstanding and Unvested Equity Awards” for 2021 and 2022 and “Year over Year Change in Fair Value of Equity Awards Granted in the Prior Years that Vested in the Year” for 2022 was incorrectly calculated in the corresponding table of adjustments in Company’s proxy statement for the fiscal year ended December 31, 2022 and has been corrected in the table below.

  57. Pay Versus Performance

    | Description | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | Change in Pension Value Deduction | — | — | — | — | | Pension Service Cost Addition | — | — | — | — | | Prior Pension Service Cost Addition | — | — | — | — | | Deductions from SCT “Stock Awards” Column Value | (3,765,600) | — | — | (4,412,514) | | Stock and Option Awards Adjustment | 41,047,096 | 10,864,347 | (10,142,736) | 1,743,179 | | Year End Fair Value of Unvested Equity Awards Granted in the Year | 13,448,622 | — | — | 3,301,796 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 20,213,448 | 7,599,443 | (6,954,599) | (1,185,286) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | — | — | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 7,385,026 | 3,264,904 | (3,188,137) | (373,331) | | Fair Value at the End of the Prior Year of Equity Awards that Faired to Meet Vesting Conditions in the Year | — | — | — | — | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | — | | Total Added (or Deducted) | 37,281,496 | 10,864,347 | (10,142,736) | (2,669,335) |

  58. Pay Versus Performance

    (3)The dollar amounts reported in this column represent the average of the total amounts reported for our other named executive officers, for each corresponding year in the “Total” column of the “Summary Compensation Table” in of the Proxy Statement. The individuals comprising the Non-PEO NEOs for each presented year are listed below: 2023 - Messrs. Hyzer, Hays, and Dasdan 2022 and 2021 – Messrs. Hyzer and Hays and our former Chief Technology Officer, Nir Keren 2020 – Messrs. Hays and Keren (4)In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for the Non-PEO NEOs the following adjustments were made to the amounts reported in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our other named executive officers as a group during the applicable year. Note the “Year over Year change in Fair Value of Outstanding and Unvested Equity Awards” for 2020, 2021 and 2022 and “Year over Year Change in Fair Value of Equity Awards Granted in the Prior Years that Vested in the Year” for 2021 and 2022 was incorrectly calculated in the corresponding table of adjustments in Company’s proxy statement for the fiscal year ended December 31, 2022 and has been corrected in the table below.

  59. Pay Versus Performance

    | Description | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | Change in Pension Value Deduction | — | — | — | — | | Pension Service Cost Addition | — | — | — | — | | Prior Pension Service Cost Addition | — | — | — | — | | Deductions from SCT “Stock Awards” Column Value | (2,883,104) | (8,233,367) | (13,316,703) | (7,051,863) | | Stock and Option Awards Adjustment | 51,445,458 | 17,477,374 | (4,040,474) | 1,778,565 | | Year End Fair Value of Unvested Equity Awards Granted in the Year | 7,086,571 | 10,006,426 | 8,586,920 | 4,300,410 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 20,219,116 | 5,498,770 | (7,522,254) | (2,621,274) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | 184,636 | 1,012,114 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 24,139,771 | 1,972,178 | (5,289,776) | (912,685) | | Fair Value at the End of the Prior Year of Equity Awards that Faired to Meet Vesting Conditions in the Year | — | — | — | — | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | — | | Total Added (or Deducted) | 48,562,354 | 9,244,007 | (17,357,177) | (5,273,298) |

  60. Pay Versus Performance

    (5)When calculating amounts of “compensation actually paid” for purposes of this table, the fair value of each equity award was estimated as of the relevant valuation date in accordance with FASB ASC Topic 718 as described in Note 2 to our financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2024. The assumptions used were not materially changed from those described in Note 2 but were updated at each valuation date to reflect the then-current value of each variable. (6)Total shareholder return as calculated based on a fixed investment of one hundred dollars measured at the market close on June 4, 2020, the date our stock commenced trading on the Nasdaq Global Select Market through and including the end of the fiscal year for each year reported in the table as required by the Rule. (7)The Peer Group Total Shareholder Return set forth in this table utilizes the Nasdaq Computer Index (^IXCO). (8)For purposes of the Rule, we have identified AOI as our Company-Selected Measure. See Appendix A for a reconciliation of AOI to its most directly comparable GAAP financial measure.

  61. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.