DEF 14A of ZoomInfo Technologies Inc., Mar 27, 2025

DEF 14A of ZoomInfo Technologies Inc.

Filed Mar 27, 2025 · FY20240001794515-25-000073

Open on EDGAR

  1. Table of Contents

    | Option Exercises and Stock Vested | 55 | | Employment Agreements and Related Arrangements | 55 | | Potential Payments upon Termination or Change in Control | 60 | | CEO Pay Ratio Disclosure | 61 | | Pay Versus Performance | 62 | | EQUITY COMPENSATION PLAN INFORMATION | 67 | | OWNERSHIP OF SECURITIES | 68 | | DELINQUENT SECTION 16(a) REPORTS | 70 | | TRANSACTIONS WITH RELATED PERSONS | 71 | | STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING | 75 | | OTHER BUSINESS | 76 | | APPENDIX A: NON-GAAP FINANCIAL MEASURES | 77 |

  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, with responsible refreshment, provides continuity and stability in pursuing the Company’s policies and strategies and reinforces its commitment to long term perspective and value creation. Keith Enright, Henry L. Schuck and Owen Wurzbacher constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class I Directors”); Ashley S. Evans, Robert Keith Giglio, 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 Domenic J. Maida, Katie Rooney and D. Randall Winn constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class III Directors”). Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated each of Ashley S. Evans, Robert Keith Giglio, Alison Gleeson and Mark Mader to serve as a Class II Director for a three-year term expiring in 2028. Action will be taken at the Annual Meeting for the election of these Class II Director nominees. 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 or she 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 2025

    Nominees for Election to the Board of Directors in 2025 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 2025

    | Class II – Nominees for terms expiring in 2028 | | | Ashley S. Evans Age 45 Chair of the Audit Committee & Member of the Compensation Committee | 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 currently serves as a Partner at Francisco Partners, a leading global investment firm that partners with technology businesses, which she joined in 2022. Prior to that, she was a Partner at The Carlyle Group, which she joined in 2006. She invests in enterprise software businesses and currently serves on the board of several privately held companies, including 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. | | Robert Keith Giglio Age 57 Member of the Nominating and Corporate Governance Committee | Mr. Giglio has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since March 2025. Mr. Giglio currently serves as the Chief Customer Officer at Canva, where he oversees Canva’s sales and go-to-market efforts. Prior to his role at Canva, Mr. Giglio was the Chief Customer Officer at HubSpot from March 2022 to April 2024, where he led HubSpot’s marketing, sales, success and operational efforts. Prior to that, Mr. Giglio led teams as the Chief Marketing Officer at DocuSign from March 2020 to March 2022, and held various senior leadership positions at Adobe from May 2009 to March 2020. Mr. Giglio holds an M.B.A. from the University of Southern California - Marshall School of Business and a B.A. from San Diego State University. Nomination considerations: Mr. Giglio’s extensive knowledge and leadership experience with sales and go-to-market strategies in our industry and with SaaS companies. |

  5. Nominees for Election to the Board of Directors in 2025

    | Allison Gleeson Age 59 Chair of the Nominating and Corporate Governance Committee & Member of the Compensation Committee | 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 Elastic 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. | | Mark Mader Age 54 Member of the Audit Committee | 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. |

  6. 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.

  7. 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.

  8. Continuing Members of the Board of Directors

    | Class III – Directors whose terms expire in 2026 | | | Domenic J. Maida Age 51 Member of the Privacy, Security, and Technology Committee | Mr. Maida has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since August 2024. Mr. Maida currently serves as Senior Advisor for Boston Consulting Group (BCG), an American global management consulting firm founded in 1963 and headquartered in Boston, Massachusetts, and is the founder of Maida Consulting which he founded in 2022, which provides strategic advisory services in the FinTech and other data intensive industries. Prior to his current roles, Mr. Maida was Chief Data Officer from 2013 to 2021 at Bloomberg, where he was instrumental in revolutionizing global data operations through constant innovation. He currently serves as a director on the board of Macrobond Financial. Mr. Maida holds a B.S. in Mechanical Engineering from Johns Hopkins University. Nomination considerations: Mr. Maida’s extensive knowledge and experience in our industry. | | Katie Rooney Age 46 Member of the Audit Committee & Member of the Nominating and Corporate Governance Committee | Ms. Rooney has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2025. Ms. Rooney currently serves as the Chief Financial Officer of Maven Clinic, a healthcare company dedicated to women’s and family health. Prior to her role at Maven Clinic, Ms. Rooney was the Global Chief Financial Officer and Chief Operating Officer at Alight, a leading cloud-based human capital technology and services provider. She has over two decades of leadership experience in financial and operational roles. Prior to Alight, she served in various leadership roles at Aon Hewitt from 2009 to 2017, including as Chief Financial Officer, and held various financial leadership positions at Morgan Stanley from 2006 to 2009. She previously served on the board of Smartsheet and currently serves on the board of trustees for Window to The World Communications, Inc., which owns WTTW and WFMT, Chicago’s public broadcasting television and radio station. Ms. Rooney holds a Bachelor of Business Administration degree in finance from the University of Michigan. Nomination considerations: Ms. Rooney’s extensive financial, strategic and operational experience, as well as her significant experience leading a public company as Chief Financial Officer and Chief Operating Officer. |

  9. Continuing Members of the Board of Directors

    | D. Randall Winn Age 55 Chair of the Compensation Committee & Member of the Privacy, Security, and Technology Committee | 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: RevSpring, 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 Capital IQ. |

  10. Continuing Members of the Board of Directors

    | Class I – Directors whose terms expire in 2027 | | | Henry L. Schuck Age 41 CEO & Chairman of the Board | 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 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. Mr. Schuck is a licensed attorney in Nevada and Washington. He served on the Board of Directors of Tegus, a financial data platform that was acquired by AlphaSense in 2024. Nomination considerations: Mr. Schuck’s perspective and the experience he brings as our co-founder and CEO. | | Keith Enright Age 50 Chair of the Privacy, Security, and Technology Committee & Member of the Audit Committee | 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 a Partner at Gibson Dunn, a leading global law firm. Mr. Enright serves as Co-Chair of both the firm’s Tech and Innovation Industry Group and Artificial Intelligence Practice group. Prior to joining Gibson Dunn in September 2024, Mr. Enright was 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. |

  11. Continuing Members of the Board of Directors

    | Owen Wurzbacher Age 33 Member of the Compensation Committee & Member of the Nominating and Corporate Governance Committee | Mr. Wurzbacher has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since August 2024. Mr. Wurzbacher currently serves as Chief Investment Officer at HighSage Ventures, where he sets the firm’s strategy and oversees portfolio management. He was previously Managing Director & Portfolio Manager of HighSage Ventures from 2019 to 2023. Prior to his roles at HighSage Ventures, Mr. Wurzbacher worked at Highfields Capital, Amazon, and the Blackstone Group. Mr. Wurzbacher holds an M.B.A. from Stanford University’s Graduate School of Business, where he was an Arjay Miller Scholar and the winner of the Alexander A. Robichek Award for Outstanding Achievement in Finance and an M.A. in Education. He graduated magna cum laude from Harvard University, receiving an A.B. in Biology with a minor in Economics. Nomination considerations: Mr. Wurzbacher’s extensive knowledge and experience with capital markets and with our industry. |

  12. Director Compensation in 2024

    Director Compensation in 2024 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2024.

  13. Director Compensation in 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Todd Crockett(2) | — | — | — | | Mitesh Dhruv(3) | 26,250 | — | 26,250 | | Keith Enright | 75,000 | 200,013 | 275,013 | | Ashley S. Evans | 70,000 | 200,013 | 270,013 | | Alison Gleeson | 54,000 | 200,013 | 254,013 | | Mark Mader | 60,000 | 200,013 | 260,013 | | Domenic J. Maida(4) | 28,016 | 154,521 | 182,537 | | Patrick McCarter(2) | — | — | — | | D. Randall Winn | 72,500 | 200,013 | 272,513 | | Owen Wurzbacher | 29,625 | 154,521 | 184,146 |

  14. Director Compensation in 2024

    __________________ (1)Represents the aggregate grant date fair value of restricted stock units granted during 2024 computed in accordance with Topic 718 without taking into account estimated forfeitures. The assumptions used in the valuation are discussed in Note 14: “Equity-based Compensation” to our Consolidated Financial Statements in Part II, Item 8 of our 2024 10-K. The aggregate number of unvested restricted stock units outstanding as of December 31, 2024 for our non-employee directors who received compensation was 0 for Mr. Dhruv, 15,187 for each of Mr. Enright, Ms. Evans, Ms. Gleeson, Mr. Mader and Mr. Winn, and 19,291 for each of Mr. Maida and Mr. Wurzbacher. (2)Messrs. McCarter and Crockett did not receive compensation from the Company for their services as directors. Mr. Crockett ceased to be a member of our Board as of July 30, 2024 and Mr. McCarter ceased to be a member of our Board as of February 28, 2025. (3)Mr. Dhruv ceased to be a member of our Board as of May 15, 2024, and as a result, each of his cash, stock and total compensation amounts are commensurate on a pro-rata basis to his time served on our Board, including any committees and any leadership positions thereof. (4)Messrs. Maida and Wurzbacher became members of our Board as of August 6, 2024, and as a result, each of their cash, stock and total compensation amounts are commensurate on a pro-rata basis to their time served on our Board, including any committees, as applicable.

  15. 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 | |

  16. Role of Stockholder Say on Pay Vote

    Role of Stockholder Say on Pay Vote We provide our stockholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay vote”). At our 2024 annual meeting of the stockholders held in May 2024, approximately 88.7% 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 stockholders, the Compensation Committee also determined that there were opportunities to update the program to be responsive to investor feedback and guidelines and proxy advisory firm recommendations. Based on this feedback, the Compensation Committee added additional performance-based vesting restricted stock units as a component of the long-term incentive compensation for our CEO and other executives. The Compensation Committee will continue to consider the outcome of say-on-pay votes and stockholder feedback in its design of our executive compensation program.

  17. 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 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.

  18. Benchmarking and Peer Group

    Benchmarking and Peer Group In 2024, 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 in 2024 and following additional discussions in March 2024, the Compensation Committee approved the following list of companies as an appropriate peer group for benchmarking executive compensation, and making compensation decisions, in 2024 (the “2024 Peer Group”). The Compensation Committee considered this 2024 Peer Group to align with the Company’s levels of headcount, revenue, revenue multiples, and market capitalization.

  19. 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 | | | |

  20. 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 2025, the Compensation Committee has adjusted 2024 Peer Group as a result of changes at certain peer group companies and to further align with the Company’s industry and levels of headcount, revenue, revenue multiples, and market capitalization. The peer group for 2025 is set forth below.

  21. Benchmarking and Peer Group

    | Alarm.com | DoubleVerify | Morningstar | Sprinklr | | AppFolio | Five9 | nCino | Teradata | | Asana | Freshworks | Okta | Tyler Technologies | | Braze | GitLab | PagerDuty | Twilio | | Clearwater Analytics | HubSpot | Rapid7 | Verint Systems | | Dropbox | Informatica | SentinelOne | |

  22. 2024 Executive Compensation Components

    | Element | Form of Compensation for 2024 | Description | Highlights for 2024 Program | | Fixed Base Salary | Cash | Base compensation for day-to-day performance of job responsibilities | No adjustments to NEO base salaries in 2024 | | Variable Annual Incentives | Cash | Rewards performance during the year based on the achievement of annual performance goals established by the Compensation Committee | Company performance-based funding based on: •Adjusted Operating Income (50%) •Net New ARR (50%) | | Variable Long-Term Incentives | •RSUs (time-based) •PSUs based on financial metrics •PSUs based on Company stock-price targets | •Encourages improvement in the long-term performance of the Company •Aligns the financial interests of our NEOs with those of our stockholders | •Awards to our CEO consisted of 12.5% PSUs based on adjusted free cash flow per share, 50% PSUs based on Company stock-price targets and 37.5% time-based RSUs •Awards to our former CFO consisted of 33% PSUs based on Company stock-price targets and 67% time-based RSUs •Awards to our former CTO consisted of 25% PSUs based on adjusted free cash flow per share and 75% time-based RSUs | | Other Compensation | •Severance and change in control-related payments and benefits •Employee benefit plans and programs that are generally available to all employees | Other than severance and change in control payments, compensation is generally consistent with that available to all employees | Benefits include: •Medical, dental and vision insurance •401(k) plan with Company matching •Life and disability insurance •Flexible spending accounts •Other broadly available benefit plans |

  23. 2024 Executive Compensation Components

    We believe the foregoing elements (each as described in greater detail below), 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 2024 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 additional performance-based RSUs for Mr. Schuck and certain other executives as described below under “—Long-Term Equity Compensation,” including PSUs based on the Company’s stock price targets and PSUs based on the Company’s adjusted free cash flow per share targets. The charts below show the pay mix of our CEO and other NEOs and the components of their pay for 2024, specifically the base salary and cash bonus amounts earned and the grant date fair value of equity awards granted in 2024.

  24. Annual Cash Incentive Awards — 2024 Cash Incentive Bonus Plan

    Annual Cash Incentive Awards — 2024 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 2024:

  25. Annual Cash Incentive Awards — 2024 Cash Incentive Bonus Plan

    | Name | 2024 Target Cash Bonus as a Percentage of Salary | 2024 Target Cash Bonus as a Dollar Amount | Percentage Increase from 2023 Target Bonus as a Dollar Amount | | Henry L. Schuck | 100% | $550,000 | —% | | Peter Cameron Hyzer(1) | 75% | $421,500 | 25.1% | | Michael Graham O’Brien(2) | 50% | $135,196 | N/A | | Ali Dasdan | 60% | $270,000 | 20.0% |

  26. Annual Cash Incentive Awards — 2024 Cash Incentive Bonus Plan

    (1)Pursuant to the terms of Mr. Hyzer’s separation agreement and release, as amended, dated September 6, 2024 (the “Separation Agreement and Release”), we agreed to pay Mr. Hyzer, among other things, the pro-rata portion of his 2024 Cash Incentive Bonus Plan (as defined below) in an amount equivalent to $323,610. (2)Pursuant to the terms of the O’Brien Offer Letter, Mr. O’Brien was entitled to receive, for his 2024 performance year, which began on January 1, 2024, and ended on December 31, 2024, the target percentage for his cash bonus, pro-rated from January 1, 2024 until September 5, 2024 at 30% of his salary (which was $310,000 on annual basis) prior to his appointment as our Interim Chief Financial Officer, and from September 6, 2024 until December 31, 2024, at 50% of his new base salary of $450,000. At the beginning of 2024, 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 “2024 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 short-term 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. Each NEO’s 2024 cash bonus opportunity was based, and weighted equally, upon the Company’s 2024 Net New ARR and AOI performance targets. The following is a summary of our payout formula with respect to our 2024 Cash Incentive Bonus Plan: •In the case of the Company’s 2024 Net New ARR(1) metric, thresholds were established at (x) $11.4 million (representing the 25% payout floor), (y) $81.2 million (representing the 100% payout target) and (z) $131.2 million (representing the 200% payout maximum); •In the case of the Company’s 2024 AOI(2) metric, thresholds were established at (x) $490.1 million (representing the 25% payout floor), (y) $505.1 million (representing the 100% payout target) and (z) $515.1 million (representing the 200% payout maximum); •After considering each of the Company’s actual 2024 Net New ARR and AOI results relative to their respective target thresholds, the Compensation Committee approved achievements of 45.33%, in the case of the Net New ARR, and 0%, in the case of the AOI; •Lastly, after giving equal weight to the Company’s New New ARR and AOI achievements, the Compensation Committee determined that the Company attained, and thereby approved, a total blended achievement of 23% (rounding up to the nearest whole percentage point). Notwithstanding the foregoing paragraph, in the case of Mr. O’Brien, in recognition of his exceptional performance while serving as both Interim Chief Financial Officer and Vice President of Financial Planning and Analysis during the second half of 2024, the Compensation Committee exercised its discretion and applied an individual performance modifier, such that Mr. O’Brien received 100% of his pro forma target bonus for the year, along with an additional $50,000 special cash bonus. Similar to prior years, the Company’s 2024 Net New ARR and AOI targets were formulated based on the Company’s financial outlook and operational expectations at the beginning of the year, with the threshold for achievement set at the low end of the Company’s financial guidance at the beginning of 2024. The 2024 targets are lower than their respective prior-year targets, which reflect year-over-year changes in the market and the Company’s financial outlook and operational expectations. _____________ (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, (v) integration costs and acquisition-related expenses and (vi) legal settlement. For additional information relating to AOI, including a reconciliation of such measure to its most directly comparable U.S. GAAP financial measure, our U.S. GAAP operating income, see “Appendix A: Non-GAAP.” 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 2024, we granted equity compensation to our executives in the form of both time-based and performance-based RSUs, the latter consisting of Market-Based PSUs and FCFps PSUs (each as defined and described in greater detail below, and together, the “PSUs”), 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 based on free cash flow per share growth, but subsequently forfeited that award so that shares could be reallocated to other employees. In 2024, Mr. Schuck received: ◦Time-based RSUs comprising 37.5% of his long-term incentive awards. ◦A market-based PSU, comprising 50% of his long-term incentive awards, which is based on the satisfaction of two conditions during the performance period (such award, a “Market-Based PSU”). The first condition requires the satisfaction of various stock price targets at any point throughout the performance period. The second condition is based on continued service with the Company through various dates. Vesting occurs only if both the relevant stock price target and service condition have been satisfied. ◦A PSU, comprising 12.5% of his long-term incentive awards, based on the Company’s adjusted free cash flow per share targets over a three-year performance period consisting of fiscal years 2024, 2025, and 2026 (the “FCFps PSUs”). •Mr. Hyzer was awarded: ◦Time-based RSUs comprising 67% of his long-term incentive awards. ◦Market-Based PSUs comprising 33% of his long-term incentive awards, on the same terms as the those awarded to Mr. Schuck. Mr. Hyzer did not receive any FCFps PSUs. •Mr. Dasdan was awarded: ◦Time-based RSUs comprising 75% of his long-term incentive awards. ◦FCFps PSUs comprising 25% of his long-term incentive awards, on the same terms as the those awarded to Mr. Schuck. Mr. Dasdan did not receive any Market-Based PSUs. •Mr. O’Brien, who was not an executive officer until September 2024, received time-based RSUs as part of the annual executive compensation process, in his capacity as Vice President of Financial Planning and Analysis, and additional time-based RSUs upon his appointment as our Interim Chief Financial Officer, 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 minimizing 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, while PSUs encourage our executive officers to make decisions and take actions that directly align their interests with those of stockholders. In response to Item 402(x) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of compensation. We have received feedback from our stockholders as noted above under “Role of Stockholder Say on Pay Vote” indicating a preference for performance-based equity awards that align our executive compensation programs with the creation of long-term stockholder value. The Compensation Committee considered this feedback and, in consultation with our Compensation Consultant, determined that a mix of PSUs tied to financial metrics and the Company’s stock price, and time-based RSUs, is best aligned with the interests of our stockholders by creating an appropriate balance between our goals of business performance, long-term growth, and NEO retention. Accordingly, we have established a PSU program measured based on adjusted free cash flow per share and, in the case of Mr. Schuck and Mr. Hyzer, based on the performance of the Company’s stock price, over a three-year performance period. Our Compensation Committee believes that this mix of RSUs and PSUs 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 adjusted free cash flow per share as the primary performance metric for the fiscal 2024 PSUs due to its important role in measuring the overall financial performance and operating activities of our business. The table below sets forth the total equity awards granted to our NEOs in 2024:

  28. Long-Term Equity Compensation

    | Name | Award Type | Approximate Grant Date Fair Value | Vesting Schedule | | Henry L. Schuck | RSU(1)(4) | $2,832,363 | 25% vesting on April 1, 2025, and the remainder vesting in equal quarterly installments during the 36 months following April 1, 2025 | | | FCFps PSU(2)(4) | $944,125 | 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 | | | Market-Based PSU(3)(4) | $1,774,116 | 25% vesting on each of January 1, 2025, October 1, 2025, July 1, 2026 and April 1, 2027 (such dates corresponding to the approximate nine month anniversary of the original grant date), in each case, subject to the achievement of applicable stock price thresholds | | Peter Cameron Hyzer | RSU(1) | $3,776,475 | Equal quarterly vesting beginning July 1, 2024, over a two year term | | | Market-Based PSU(3) | $887,058 | 25% vesting on each of January 1, 2025, October 1, 2025, July 1, 2026 and April 1, 2027 (such dates corresponding to the approximate nine month anniversary of the original grant date), in each case, subject to the achievement of applicable stock price thresholds | | Michael Graham O’Brien | RSU(5) | $1,205,000 | 25% vesting on October 1, 2025, and the remainder vesting in equal quarterly installments during the 36 months following October 1, 2025 | | Ali Dasdan | RSU(1) | $2,265,888 | 25% vesting on April 1, 2025, and the remainder vesting in equal quarterly installments during the 36 months following April 1, 2025 | | | FCFps PSU(2) | $755,300 | 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 |

  29. Long-Term Equity Compensation

    (1)Awarded on May 29, 2024, as part of the annual executive compensation review process, with a vesting commencement date of April 1, 2024. (2)Awarded on May 29, 2024, as part of the annual executive compensation review process, with a vesting commencement date of April 1, 2024; vesting subject to determination of achievement of performance targets in each performance year based on adjusted free cash flow per share. (3)Awarded on May 29, 2024, as part of the annual executive compensation review process, with a vesting commencement date of April 1, 2024; vesting subject to determination of achievement of performance targets in each nine-month performance interval based on the average 30-day closing price of the Company’s common stock. (4)On February 13, 2025, the terms of Mr. Schuck’s time-based RSUs and PSUs were amended to include a delay mechanism, such that vesting would not occur until the later of (x) 45 days or (y) until the expiration of any Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) waiting period, in each case, in the event that Mr. Schuck’s economic ownership would have otherwise crossed a reporting threshold as a result of the vesting of any such award following the attainment of any time or performance condition, as applicable. (5)Awarded on September 10, 2024, in connection with, and in recognition of, the services to be rendered by Mr. O'Brien following his appointment as our Interim Chief Financial Officer. Performance-Based Restricted Stock Units Market-Based PSUs In 2024, our Board approved PSUs comprised of Market-Based PSUs and FCFps PSUs. The performance payout scale in the table below is applicable to the Market-Based PSUs awarded to Messrs. Schuck and Hyzer. The performance goals for the Market-Based PSUs are based on achievement of both of the following conditions: (i) attainment of an average 30-day closing price for the Company’s common stock that is equal to or greater than the thresholds set below, during the relevant portion of the performance period that extends until April 1, 2027; and (ii) the participant’s continued service relationship during the relevant portion of the performance period. The Market-Based PSUs will vest and be paid over the performance period following the date on which conditions in both columns of the “Vesting Conditions” below are satisfied. Upon satisfaction of the Vesting Conditions (i) and (ii), the number of vested Market-Based PSUs shall equal (x) the target award amount, multiplied by (y) the Percentage Payout based on attainment of the applicable Stock Price Threshold, multiplied by (z) the Percentage Payout based on attainment of the applicable Satisfaction of Minimum Service Requirement. “Base Price” is equal to $12.61, which was the 30-day average closing price of the Company’s common stock between May 9, 2024 and June 20, 2024. To date, none of the Market-Based PSUs have vested. References to each of Vesting Conditions, Stock Price Threshold and Satisfaction of Minimum Service Requirement, have the meanings ascribed to them as used in the following table, and the Stock Price Threshold may be met at any point during the performance period.

  30. Long-Term Equity Compensation

    | | Vesting Conditions (both (i) and (ii) must be satisfied) | | | Percentage Payout | (i) Stock Price Threshold (30-day average closing price during the Performance Period) | (ii) Satisfaction of Minimum Service Requirement | | 25% | Base Price + $2.50 | Service through and including January 1, 2025 | | 25% | Base Price + $5.00 | Service through and including October 1, 2025 | | 25% | Base Price + $7.50 | Service through and including July 1, 2026 | | 25% | Base Price + $10.00 | Service through and including April 1, 2027 |

  31. Long-Term Equity Compensation

    Free Cash Flow Per Share (FCFps) PSUs The performance payout scale in the table below is applicable to the FCFps PSUs awarded to Messrs. Schuck and Dasdan. Performance is measured in each Performance Year (as such term is used in the following table), and the achieved vested shares are paid (or not) in three annual installments over the three-year period following the end of each Performance Year subject to the Compensation Committee’s determination of achievement of FCF Per Share (as defined in the table below), based on the Company’s financial results. Target shares are allocated as follows: •2025 Performance Year: 30% of Target Shares •2025 Performance Year: 50% of Target Shares In determining FCF Per Share achievement for the 2024 Performance Year, the Compensation Committee began with GAAP operating cash flow and subtracted GAAP capital expenditures. The Compensation Committee then adjusted for certain unusual or non-recurring items, including a positive adjustment for a one-time lease buyout and an equitable adjustment for other non-recurring accounting entries. To calculate FCF Per Share, the Compensation Committee divided the adjusted FCF by the weighted-average shares outstanding (adjusted for share repurchases), which resulted in $0.927 FCF Per Share. Because $0.927 lies between the established threshold of $0.88 and the target of $0.93, as shown in the table below, a linear interpolation yielded a final payout level of 97% for this metric.

  32. Long-Term Equity Compensation

    | Percentage of Shares Allocated to Performance Year | 20% | | | Annual Performance Factor | Fiscal Year 2024 FCF Per Share(1) | Percentage Payout in Performance Year | | Below Threshold | <$0.88 | 0% | | Threshold | $0.88 | 50% | | Target | $0.93 | 100% | | Maximum | $0.98 | 150% | | Actual | $0.927 | 97% |

  33. Long-Term Equity Compensation

    (1) Defined for each performance year as: (x) (i) operating cash flow (as determined in accordance with GAAP and as presented in the Company’s financial statements) for the performance year, less (ii) purchases of property and equipment and other assets (as determined in accordance with GAAP and as presented in the Company’s financial statements) for the performance year, and equitably adjusted (up or down), as approved by the Board, for the cash effect of any (iii) significant unusual or non-recurring events or accrual items, divided by (y) the weighted average number of shares of the Company’s common stock outstanding over the applicable performance year, adjusted to exclude the impact of any stock repurchases during the performance year. The table below sets forth the FCFps PSU granted to and earned by our NEOs in 2024:

  34. Long-Term Equity Compensation

    | NEO | Job Title | Total FCFps PSUs Awarded | Target FCFps PSUs 2024 (20% of Total) | 2024 FCFps PSUs Earned | | Henry L. Schuck | Chief Executive Officer | 73,530 | 14,706 | 14,265 | | Ali Dasdan | Chief Technology Officer | 58,824 | 11,765 | 11,411 |

  35. Long-Term Equity Compensation

    Our NEOs will be eligible to receive a mix of RSUs and PSUs in 2025, subject to the recommendation and approval of our Compensation Committee. As part of the PSU program in 2025, 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 net revenue retention. 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.

  36. 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.

  37. 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, and 12 months, in the case of Mr. Hyzer, plus 100% of such NEO’s annual target cash bonus for the year of termination, less any amounts already paid for such year, and for Mr. O’Brien a lump sum equal to 9 months of his then-current salary, plus the greater of (i) 100% of his eligible short-term incentive amount or (ii) 100% of the average of the last two years of his earned short-term incentive amount, 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 and Hyzer; •In the case of Messrs. Schuck and O’Brien, continuation for 18 months and 12 months, respectively, following the termination date of any health insurance benefits to which such 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 the applicable NEO timely signing a release of claims that becomes effective and continued compliance with such 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 and Hyzer, and a lump sum payment equal to 6 months, in the case of Messrs. Dasdan and O’Brien, of such NEO’s then-current base salary, plus, in the case of Messrs. Schuck and Hyzer, a pro-rated portion of their expected annual cash bonus for the year of termination, less any amounts already paid for such year; •In the case of Messrs. Schuck and O’Brien, continuation for 12 months and 6 months, respectively, following the termination date of any health insurance benefits to which NEO was entitled as of the termination date; and •In the case of Messrs. Schuck and O’Brien, accelerated vesting of the portion of the NEO’s then-unvested equity awards subject to time-based vesting scheduled to vest within 12 months and 3 months, respectively, following the termination date. In each case subject to the applicable NEO timely signing a release of claims that becomes effective and continued compliance with such NEO’s restrictive covenants. | | Employment is terminated due to death or disability | •A pro-rated portion of the NEO’s expected annual bonus for the year of termination, less any amounts already paid for such year. •Up to 5,000 RSUs vest, subject to certain exceptions. |

  38. 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.

  39. 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.

  40. 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.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Henry L. Schuck Chief Executive Officer and Chairman of the Board | 2024 | 562,410 | — | 5,550,604 | 129,351 | 11,500 | 6,253,865 | | | 2023 | 550,000 | — | 4,412,514 | — | 11,250 | 4,973,764 | | | 2022 | 549,460 | — | — | 275,261 | 10,250 | 834,971 | | Peter Cameron Hyzer Former Chief Financial Officer(5) | 2024 | 432,144 | — | 4,663,533 | 323,610 | 22,994 | 5,442,281 | | | 2023 | 562,000 | — | — | — | 11,250 | 573,250 | | | 2022 | 552,750 | — | 17,200,052 | 173,347 | 10,250 | 17,936,399 | | Michael Graham O'Brien Interim Chief Financial Officer | 2024 | 354,333 | — | 1,205,000 | 185,196 | 8,991 | 1,753,520 | | Ali Dasdan Former Executive Vice President and Chief Technology Officer | 2024 | 450,000 | — | 3,021,188 | 59,527 | 10,720 | 3,541,435 | | | 2023 | 415,961 | — | 11,756,944 | — | 10,500 | 12,183,405 |

  42. Summary Compensation Table

    __________________ (1)The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. (2)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 2022 and 2023 stock awards consist of grants of restricted stock units and phantom units of HSKB Funds II, LLC (the “HSKB Phantom Units”) issued under the 2020 Omnibus Incentive Plan. Similar to the Company’s RSUs, the HSKB Phantom Units are time-based restricted stock units, which upon vesting, settle into shares of the Company’s common stock on a one-for-one basis. 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 under the caption “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 14: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2024 10-K.” The value for the FCFps PSUs and Market-Based PSUs included for the NEOs is based on the target number of shares subject to such awards, which results in an award value of: (x) (i) $1,774,116 , in the case of Mr. Schuck’s Market-Based PSUs and (ii) $944,125 , in the case of Mr. Schuck's FCFps PSUs, (y) $887,058 in the case of Mr. Hyzer's Market-Based PSUs and (z) $755,300 in the case of Mr. Dasdan’s FCFps PSUs. Assuming the maximum performance level is achieved with respect to the FCFps PSUs, the grant date fair value of such awards was $1,416,188 for Mr. Schuck and $1,132,950 for Mr. Dasdan. (3)Amounts in this column include cash incentive bonuses earned by our NEOs in the fiscal years referenced. See “Executive Compensation Discussion and Analysis” above. In addition, with respect to Mr. Hyzer, pursuant to the terms of his Separation Agreement and Release, we agreed to pay Mr. Hyzer the pro-rata portion of his 2024 cash incentive bonus plan in an amount equivalent to $323,610. Further, pursuant to the terms of the O’Brien Offer Letter, Mr. O’Brien was entitled to receive, for his 2024 performance year, which began on January 1, 2024, and ends on December 31, 2024, the target percentage for his cash bonus, pro-rated from January 1, 2024 until September 5, 2024 at 30% of his salary (which was $310,000 on annual basis) prior to this interim appointment, and from September 6, 2024 until December 31, 2024, at 50% of his new base salary of $450,000. In recognition of Mr. O’Brien’s exceptional performance while serving as both Interim Chief Financial Officer and Vice President of Financial Planning and Analysis during the second half of 2024, the Compensation Committee exercised its discretion and applied an individual performance modifier, such that Mr. O’Brien received 100% of his pro forma target bonus for the year, along with an additional $50,000 special cash bonus. See the section entitled “Executive Compensation Discussion and Analysis—Components of our Compensation Program and 2024 Compensation—Annual Cash Incentive Awards—2024 Cash Incentive Bonus Plan” above for additional information. (4)The amounts reported represent our 401(k) Plan matching contributions. For a description of our 401(k) Plan, see “Executive Compensation Discussion and Analysis” above. In addition, with respect to Mr. Hyzer, pursuant to the terms of his Separation Agreement and Release, we agreed to assume the entire cost of Mr. Hyzer's COBRA premiums until the end of October 2025, and such amounts will be paid directly to Mr. Hyzer’s insurance provider on a monthly basis, representing an aggregate benefit value of $22,994. (5)As contemplated pursuant to Mr. Hyzer’s Separation Agreement and Release, the illustrative amounts presented herein with respect to Mr. Hyzer’s other compensation do not include an acceleration of 242,650 RSUs, such amounts representing the number of RSUs that would have vested within 12 months following his departure, in exchange of the forfeiture of 483,135 units, resulting in a net effective forfeiture of 240,485 units, in accordance with the terms of his awards and the Plan. For additional information relating to the acceleration and forfeiture of Mr. Hyzer’s equity awards, see the section entitled “—Potential Payments—Potential Payments upon Termination or Change in Control.”

  43. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table presents information regarding grants of plan-based awards during 2024 to our NEOs. The non-equity incentive plan awards were granted under our 2024 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 2024 Fiscal Year-End.”

  44. Grants of Plan-Based Awards in Fiscal 2024

    | | | | 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 L. Schuck | Cash | — | — | 550,000 | 1,100,000 | — | — | | | RSU | 5/29/2024 | — | — | — | 220,589 | 2,832,363 | | | FCFps PSUs | 5/29/2024 | — | — | — | 73,530 | 944,125 | | | Market-Based PSUs | 5/29/2024 | — | — | — | 294,118 | 1,774,116 | | Peter Cameron Hyzer (3) | Cash | — | — | 421,500 | 843,000 | — | — | | | RSU | 5/29/2024 | — | — | — | 294,118 | 3,776,475 | | | Market-Based PSUs | 5/29/2024 | — | — | — | 147,059 | 887,058 | | Michael Graham O'Brien(4) | Cash | — | — | 135,196 | 270,392 | — | — | | | RSU | 9/10/2024 | — | — | — | 125,000 | 1,205,000 | | Ali Dasdan | Cash | — | — | 270,000 | 540,000 | — | — | | | RSU | 5/29/2024 | — | — | — | 176,471 | 2,265,888 | | | FCFps PSUs | 5/29/2024 | — | — | — | 58,824 | 755,300 |

  45. Grants of Plan-Based Awards in Fiscal 2024

    __________________ (1)Represents the range of possible payouts to our NEOs under the 2024 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 14: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2024 10-K. (3)Pursuant to the terms of Mr. Hyzer’s Separation Agreement and Release, we agreed to pay Mr. Hyzer, among other things, the pro-rata portion of his 2024 Cash Incentive Bonus Plan in an amount equivalent to $323,610. In addition, pursuant to the terms of Mr. Hyzer's Separation Agreement and Release, Mr. Hyzer would receive an acceleration of 242,650 RSUs, such amounts representing the number of RSUs that would have vested within 12 months following his departure, in exchange of the forfeiture of 483,135 units, resulting in a net effective forfeiture of 240,485 units, in accordance with the terms of his awards and the Plan. (4)Pursuant to the terms of the O’Brien Offer Letter, Mr. O’Brien is entitled to receive, for his 2024 performance year, which began on January 1, 2024, and ends on December 31, 2024, the target percentage for his cash bonus, pro-rated from January 1, 2024 until September 5, 2024 at 30% of his salary (which was $310,000 on annual basis) prior to this interim appointment, and from September 6, 2024 until December 31, 2024, at 50% of his new base salary of $450,000. In addition, the O'Brien Offer Letter provided for an equity award under the Plan consisting of 125,000 RSUs in connection with his interim appointment.

  46. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards made to the NEOs as of December 31, 2024.

  47. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | | Stock Awards | | | | | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Henry L Schuck | 5/29/2024 | RSU(2)(5) | 220,589 | $2,318,390 | — | — | | | 5/29/2024 | FCFps PSUs(3)(5) | — | — | 73,530 | $772,800 | | | 5/29/2024 | Market-Based PSUs(4)(5) | — | — | 294,118 | $3,091,180 | | Peter Cameron Hyzer(6) | — | — | — | — | — | — | | Michael Graham O'Brien | 9/1/2021 | RSU(7) | 720 | $7,567 | — | — | | | 12/1/2021 | HSKB Phantom Units(8) | 2,026 | $21,293 | — | — | | | 9/1/2022 | RSU(9) | 1,496 | $15,723 | — | — | | | 12/1/2022 | RSU(10) | 2,623 | $27,568 | — | — | | | 12/30/2022 | RSU(11) | 13,993 | $147,066 | — | — | | | 3/23/2023 | RSU(12) | 2,233 | $23,469 | — | — | | | 10/25/2023 | RSU(13) | 9,174 | $96,419 | — | — | | | 12/1/2023 | HSKB Phantom Units(14) | 12,333 | $129,620 | — | — | | | 12/29/2023 | RSU(15) | 41,625 | $437,479 | — | — | | | 9/10/2024 | RSU(16) | 125,000 | $1,313,750 | — | — | | Ali Dasdan | 4/3/2023 | RSU(17) | 198,646 | $2,087,769 | — | — | | | 5/29/2024 | RSU(18) | 176,471 | $1,854,710 | — | — | | | 5/29/2024 | FCFps PSUs(19) | — | — | 58,824 | $618,240 |

  48. Outstanding Equity Awards at 2024 Fiscal Year-End

    __________________ (1)Values determined based on the December 31, 2024 closing market price of our common stock, which was $10.51 per share. In the case of each of the FCFps PSUs and Market-Based PSUs, the actual payout values depend upon, among other things, achievement of (x) in the case of FCFps PSUs, the performance targets in each performance year based on the adjusted free cash flow per share and (y) in the case of Market-Based PSUs, achievement of certain stock price performance targets in each nine-month performance interval based on the average 30-day closing price of the Company’s common stock, and in each case, the continued service by the participant through the date of determination of achievement. (2)Vests as follows: 25% vesting on April 1, 2025, and the remainder vesting in equal quarterly installments during the 36 months following April 1, 2025. (3)Vests as follows: 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 . (4)Vests as follows: 25% vesting on each of January 1, 2025, October 1, 2025, July 1, 2026 and April 1, 2027 (such dates corresponding to the approximate nine month anniversary of the original grant date), in each case, subject to the achievement of applicable stock price thresholds. (5)On February 13, 2025, the terms of Mr. Schuck’s time-based RSUs and PSUs were amended to include a delay mechanism, such that vesting would not occur until the later of (x) 45 days or (y) until the expiration of any HSR Act waiting period, in each case, in the event that Mr. Schuck’s economic ownership would have otherwise crossed a reporting threshold as a result of the vesting of any such award following the attainment of any time or performance condition, as applicable. (6)In connection with Mr. Hyzer's departure from his position as our Chief Financial Officer and pursuant to the terms of Mr. Hyzer's Separation Agreement and Release, which among other things, contemplated that Mr. Hyzer would receive an acceleration of 242,650 RSUs, such amounts representing the number of RSUs that would have vested within 12 months following his departure, in exchange of the forfeiture of 483,135 units, resulting in a net effective forfeiture of 240,485 units, in accordance with the terms of his awards and the Plan. (10)Vests as follows: equal quarterly installments during the 24 months following December 1, 2024. (11)Vests as follows: equal quarterly installments during the 27 months following October 1, 2024. (12)Vests as follows: equal quarterly installments during the 30 months following October 1, 2024. (13)Vests as follows: equal quarterly installments during the 36 months following October 1, 2024. (14)Vests as follows: equal quarterly installments during the 24 months following November 1, 2024. (15)Vests as follows: equal quarterly installments during the 36 months following November 1, 2024. (16)Awarded on September 10, 2024, in connection with, and in recognition of, the services to be rendered by Mr. O'Brien following his appointment as our Interim Chief Financial Officer. Vests as follows: 25% on October 1, 2025, and the remainder of the award in equal quarterly installments during the 36 months following October 1, 2025. (17)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. (18)Vests as follows: 25% vesting on April 1, 2025, and the remainder vesting in equal quarterly installments during the 36 months following April 1, 2025. (19)Vests as follows: 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 .

  49. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2024, certain information regarding option exercises and stock vested during the fiscal year with respect to our NEOs:

  50. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Henry L. Schuck | 102,004 | 1,252,609 | | Peter Cameron Hyzer(2) | 534,300 | 6,442,060 | | Michael Graham O'Brien | 36,346 | 449,285 | | Ali Dasdan | 158,916 | 1,981,285 |

  51. Option Exercises and Stock Vested

    __________________ (1)The value realized on vesting is determined by multiplying the number of vested RSUs and HSKB Phantom Units by the closing price of our common stock on the vesting date. In the case of RSUs and HSKB Phantom Units, 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. (2)Amounts reflect the terms of Mr. Hyzer’s Separation Agreement and Release, pursuant to which Mr. Hyzer would receive an acceleration of 242,650 RSUs, such amounts representing the number of RSUs that would have vested within 12 months following his departure, in exchange of the forfeiture of 483,135 units, resulting in a net effective forfeiture of 240,485 units, in accordance with the terms of his awards and the Plan.

  52. 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, 2024, the last day of our fiscal year. For purposes of valuing accelerated vesting, the values indicated in the tables below are calculated as $10.51, the closing price of a share of our common stock on December 31, 2024, multiplied by the number of unvested shares subject to the award as of December 31, 2024 that are being accelerated. The disclosures provided below reflect the actual amounts paid to Mr. Hyzer, who departed from his position as the Chief Financial Officer of the Company, effective as of September 6, 2024, and remained as an advisor to the Company from September 6, 2024 through October 7, 2024, at which time Mr. Hyzer departed from the Company, as set forth under “Involuntary Termination without a Change in Control.”

  53. 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 L. Schuck | 825,000 | 550,000 | 29,774 | 2,318,390 | | Michael Graham O'Brien | 337,500 | 225,000 | 21,141 | 2,219,954 | | Ali Dasdan | 225,000 | — | — | 3,942,480 |

  54. 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 Mr. Schuck, within the 12 months following a change of control, in the case of Mr. O’Brien, and within fifteen days following a change of control, in the case of Mr. Dasdan, in the event that his employment agreement is not assumed by the successor entity, 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, 9 months of the NEO’s annual base salary for Mr. O’Brien and 6 months of the NEO’s annual base salary for Mr. Dasdan. (3)Represents each of Mr. Schuck and Mr. O’Brien’s target annual bonus at 100% achievement; provided further that, with respect to Mr. O’Brien, pursuant to the terms of the O’Brien Offer Letter, such cash bonus amount assumes that Mr. O’Brien’s 100% achievement of his target annual bonus is greater than 100% of the average of the last two years of his earned short-term incentive amounts. (4)In the case of Mr. Schuck, represents the value of 18 months of COBRA premium reimbursement, and in the case of Mr. O’Brien represents the value of 12 months of COBRA premium reimbursement. (5)For purposes of valuing accelerated vesting, the values are calculated as $10.51, the closing price of a share of our common stock on December 31, 2024, multiplied by the number of unvested shares subject to the award as of December 31, 2024 that are being accelerated. Includes accelerated vesting of all time-based RSUs (including, in the case of Mr. O’Brien, HSKB Phantom Units), and no accelerated vesting of PSUs. Pursuant to the terms of each of the FCFps PSU and Market-Based PSU awards, vesting is conditioned upon the achievement of performance targets during their respective performance periods, and as a result, neither the FCFps PSUs nor the Market-Based PSUs provide for an acceleration provision.

  55. 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 L. Schuck | 550,000 | 550,000 | 19,849 | 869,387 | | Peter Cameron Hyzer(6) | 562,000 | 323,610 | 22,994 | 2,319,734 | | Michael Graham O'Brien | 225,000 | — | 10,571 | 92,908 | | Ali Dasdan | 225,000 | — | — | — |

  56. 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 annual base salary of Mr. Schuck, and 6 months annual base salary of Mr. O’Brien and Mr. Dasdan. (3)In the case of Mr. Schuck, represents his target annual bonus at 100% achievement. (4)In the case of Mr. Schuck, represents the value of 12 months of COBRA premium reimbursement, and in the case of Mr. O’Brien, represents the value of 6 months of COBRA premium reimbursement. (5)In the case of Mr. Schuck and Mr. O’Brien, represents value of accelerated vesting of unvested time-based equity awards held as of December 31, 2024 which were scheduled to vest within the following 12 months and 3 months, respectively. For purposes of valuing accelerated vesting, the values are calculated as $10.51, the closing price of a share of our common stock on December 31, 2024, multiplied by the number of unvested shares subject to the award as of December 31, 2024 that are being accelerated. (6)Represents actual amounts paid to Mr. Hyzer based on his termination as of October 7, 2024.

  57. Potential Payments upon Termination or Change in Control

    | | Death or Disability of Named Executive Officer | | | Name | Cash Severance - Bonus ($)(1) | Equity Acceleration ($)(2) | | Henry L. Schuck | 550,000 | 52,550 | | Peter Cameron Hyzer | 421,500 | 52,550 | | Michael Graham O’Brien | N/A | 52,550 | | Ali Dasdan | 270,000 | 52,550 |

  58. 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 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.

  59. 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, 2024, the last day of our 2024 fiscal year. For 2024, the annual total compensation for Mr. Schuck, from the Summary Compensation Table above, was $6,253,865, and the annual total compensation for our median-compensated employee was $123,192, resulting in an estimated pay ratio of 51:1. Identification of Median Employee Pursuant to the SEC’s pay ratio rule, a registrant subject to Item 402(u) of Regulation S-K is required to identify its median employee only once every three years, so long as during the prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in significant changes in its pay ratio disclosure. Accordingly, because no such changes were applicable to us in 2024, that we believe would significantly impact the pay ratio of such period, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our 2023 pay ratio calculation, who is still employed at the Company and has not had significant changes to their compensation since 2023. To identify our median employee for 2023, we used the methodology described in the following paragraph. Our median employee was identified from all full-time and part-time employees employed as of December 31, 2023. 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. 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.

  60. 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 2024. 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 outstanding equity awards held by NEOs during fiscal 2024. 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., 2024) 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., 2023) 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.

  61. Pay Versus Performance

    Pay Versus Performance

  62. 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 AOI ($ in millions)(8) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(7) | | | | 2024 | 6,253,865 | 1,024,960 | 3,579,079 | 808,766 | 30.91 | 273.18 | 29.1 | 428.5 | | 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 |

  63. 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.

  64. Pay Versus Performance

    | Description | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | | 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) | (5,550,604) | | Stock and Option Awards Adjustment | 41,047,096 | 10,864,347 | (10,142,736) | 1,743,179 | 321,699 | | Year End Fair Value of Unvested Equity Awards Granted in the Year | 13,448,622 | — | — | 3,301,796 | 4,274,281 | | 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) | (650,786) | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | — | — | (3,301,796) | | 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) | (5,228,905) |

  65. 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: 2024 - Messrs. Hyzer, O’Brien, and Dasdan 2023 - Messrs. Hyzer, Dasdan and our former President and Chief Operating Officer Chris Hays 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.

  66. Pay Versus Performance

    | Description | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | | 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) | (2,963,240) | | Stock and Option Awards Adjustment | 51,445,458 | 17,477,374 | (4,040,474) | 1,778,565 | 192,927 | | Year End Fair Value of Unvested Equity Awards Granted in the Year | 7,086,571 | 10,006,426 | 8,586,920 | 4,300,410 | 1,262,233 | | 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) | (757,752) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(9) | — | — | 184,636 | 1,012,114 | 1,084,027 | | 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) | (683,796) | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | — | — | (711,785) | | 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) | (2,770,313) |

  67. 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 14 to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025. The assumptions used were not materially changed from those described in Note 14 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 for fiscal 2024. See Appendix A for a reconciliation of AOI to its most directly comparable GAAP financial measure. (9)As contemplated pursuant to Mr. Hyzer’s Separation Agreement and Release, the illustrative amounts in fiscal 2024 reflects the acceleration of 242,650 RSUs, such amounts representing the number of RSUs that would have vested within 12 months following his departure, in exchange of the forfeiture of 483,135 units, resulting in a net effective forfeiture of 240,485 units, in accordance with the terms of his awards and the Plan. For additional information relating to the acceleration and forfeiture of Mr. Hyzer’s equity awards, see the section entitled “—Potential Payments—Potential Payments upon Termination or Change in Control.”

  68. 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.