DEF 14A of ZoomInfo Technologies Inc.
Filed Mar 26, 2026 · FY20250001794515-26-000020
Table of Contents
| Option Exercises and Stock Vested | 68 | | Employment Agreements and Related Arrangements | 68 | | Potential Payments upon Termination or Change in Control | 74 | | CEO Pay Ratio Disclosure | 75 | | Pay Versus Performance | 76 | | EQUITY COMPENSATION PLAN INFORMATION | 81 | | OWNERSHIP OF SECURITIES | 82 | | DELINQUENT SECTION 16(a) REPORTS | 84 | | TRANSACTIONS WITH RELATED PERSONS | 85 | | STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 89 | | OTHER BUSINESS | 90 | | APPENDIX A: NON-GAAP FINANCIAL MEASURES | 91 |
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 2028 (the “Class II Directors”); and Domenic J. Maida, Katie Rooney and D. Randall Winn constitute a class with a term that expires at our upcoming Annual Meeting of Stockholders to be held on May 14, 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 Domenic J. Maida, Katie Rooney and D. Randall Winn to serve as a Class III Director for a three-year term expiring in 2029. Action will be taken at the Annual Meeting for the election of these Class III 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 any 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.
Nominees for Election to the Board of Directors in 2026
Nominees for Election to the Board of Directors in 2026 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.
Nominees for Election to the Board of Directors in 2026
| Class III – Nominees for terms expiring in 2029 | | | Domenic J. Maida Age 52 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 for information services 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 and Corporate Visions. 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 47 Chair 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. | | D. Randall Winn Age 56 Member 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 minority "special forces" investment partner to both investors and management teams of B2B data analytics and information & business services companies, 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 and Canoe Intelligence. Mr. Winn previously was the non-executive chairman of Dealogic, served on the board of Definitive Healthcare (NASDAQ:DH) and served on the boards of private companies such as Aurora Energy Research, Viteos Fund Services, Merit Software, and eMarketer. Mr. Winn also serves on the board of Sapien Labs, a non-profit advancing global research on mental wellbeing. 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. |
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.
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.
Continuing Members of the Board of Directors
| Class I – Directors whose terms expire in 2027 | | | Henry L. Schuck Age 42 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 with Honors 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. Mr. Schuck currently serves on the Board of Directors of YipitData, a market research and alternative data analytics firm, and Fetch, a mobile rewards application company. 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 51 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. |
Continuing Members of the Board of Directors
| Owen Wurzbacher Age 34 Lead Independent Director, Chair 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, and as Lead Independent Director of the Board since February 2026. 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. |
Continuing Members of the Board of Directors
| Class II – Directors whose terms expire in 2028 | | | Ashley S. Evans Age 46 Member 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 and PayScale. She has previously served on the boards of HireVue, Jagex, Litmos, NEOGOV, Saama, SourceScrub, 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 an 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. |
Continuing Members of the Board of Directors
| Robert Keith Giglio Age 58 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. | | Alison Gleeson Age 60 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, and as a Special Advisor and Portfolio Committee Member at Brighton Park Capital, an investment firm, since October 2019. 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 $25B+ in annual sales, and led 9,000 employees across 35 countries. Ms. Gleeson is also a highly-regarded international speaker on the drivers for digital disruption across industries, the role of technology in enabling business transformation, and empowering women in technology. Ms. Gleeson holds a B.S. in Finance and Marketing from Michigan State University. Nomination considerations: Ms. Gleeson’s extensive enterprise sales and marketing experience, including her leadership roles and go-to-market experience at a large public company. |
Continuing Members of the Board of Directors
| Mark Mader Age 55 Member of the Audit Committee | Mr. Mader has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from February 2020 to June 2020. Mr. Mader was President, Chief Executive Officer and a member of the Board of Directors of Smartsheet Inc., a SaaS collaboration and work management provider, from 2006 - September 2025. Prior to joining Smartsheet Inc., Mr. Mader served in various leadership positions from 1995 to 2005 at Onyx Software Corporation, a customer relationship management software company acquired by M2M Holdings, including as Senior Vice President of Global Services. He also was a Senior Associate at Greenwich Associates, a financial consulting firm from 1993 to 1995. Mr. Mader holds a B.A. in Geography from Dartmouth College. Nomination considerations: Mr. Mader’s extensive knowledge and experience in our industry and with SaaS companies, and his prior experience leading Smartsheet, a formerly public company, as President, Chief Executive Officer and a member of the Board of Directors. |
Director Compensation in 2025
Director Compensation in 2025 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025.
Director Compensation in 2025
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Keith Enright | 75,000 | 200,000 | 275,000 | | Ashley S. Evans(3) | 73,342 | 200,000 | 273,342 | | Robert Giglio(3)(4) | 45,150 | 241,101 | 286,251 | | Alison Gleeson(3) | 63,615 | 200,000 | 263,615 | | Mark Mader | 60,000 | 200,000 | 260,000 | | Domenic J. Maida | 57,500 | 200,000 | 257,500 | | Katie Rooney(3)(4) | 62,647 | 256,996 | 319,643 | | D. Randall Winn(3) | 71,175 | 200,000 | 271,175 | | Owen Wurzbacher(3) | 62,825 | 200,000 | 262,825 |
Director Compensation in 2025
__________________ (1)The information in the table above excludes Patrick McCarter, a former member of the Board, who also served on our Compensation Committee and as chair of our Nominating and Corporate Governance Committee, who served in such capacities for a portion of 2025, from January 1, 2025 through February 28, 2025. In addition, Mr. McCarter did not receive any compensation from the Company for his service as a Board and committee member due to his role as a Board designee of the Carlyle Group, an affiliated sponsor of the Company, pursuant to our Stockholders Agreement. (2)Represents the aggregate grant date fair value of restricted stock units granted during 2025 computed in accordance with Topic 718 without taking into account estimated forfeitures. The assumptions used in the valuation are discussed in Note 13: “Equity-based Compensation” to our Consolidated Financial Statements in Part II, Item 8 of our 2025 10-K. The aggregate number of unvested restricted stock units outstanding as of December 31, 2025 for each of our non-employee directors who received compensation was 19,551. (3)Ms. Rooney was appointed Chair of the Audit Committee on July 31, 2025, and Ms. Evans, the prior chair of the Audit Committee, continues to serve as a member of the Audit Committee. Mr. Wurzbacher was appointed Chair of the Compensation Committee on October 28, 2025, and Mr. Winn, the prior chair of the Compensation Committee continues to serve as a member of the Compensation Committee. As a result of such committee leadership changes, each of their cash and total compensation amounts are commensurate on a pro-rata basis to their time served in such capacities during 2025. (4)Ms. Rooney and Mr. Giglio became members of our Board as of February 1, 2025 and March 1, 2025, respectively, 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. In addition, as a result of Ms. Rooney and Mr. Giglio joining our Board on February 1, 2025 and March 1, 2025, respectively, each of Ms. Rooney and Mr. Giglio received a pro-rated initial grant in 2025 upon becoming members of our Board, which was in addition to the annual grants made to all of our non-employee directors in May 2025. Accordingly, their total stock award compensation for 2025 reflects the aggregate of two awards granted in 2025 as a result of the timing of their appointment to the Board.
Recent Compensation Highlights
•Grant of Premium-Priced Performance Option to the CEO. Our Compensation Committee believes that a mix of different types of equity awards provides a balance of incentives that promotes stockholder value creation, successful execution of the strategy set by Mr. Schuck, operational excellence and retention. In furtherance of our Compensation Committee’s continued emphasis on long-term equity incentives aligning compensation with performance, our Compensation Committee granted a one-time premium-priced performance-based stock option award to Mr. Schuck (the “CEO Premium-Priced Performance Option”). The CEO Premium-Priced Performance Option reflected the culmination of a multi-month process overseen by our Compensation Committee, with the assistance of our Compensation Committee’s independent compensation consultant and outside legal advisors, to design a program that serves as a significant incentive and retentive vehicle at a strategic inflection point for the Company. ◦In structuring the CEO Premium-Priced Performance Option, our Compensation Committee considered the fact that we are at a strategic inflection point, with the potential to deliver significant value to our customers and stockholders with the continued use of AI powered applications. In designing the CEO Premium-Priced Performance Option award, our Compensation Committee sought to create an award that tightly aligns Mr. Schuck’s long-term compensation with sustained stockholder value creation. Specifically, the award was designed to (i) focus Mr. Schuck on durable, compounding free cash flow per share growth as the foundation of value creation, (ii) reward sustained stock performance through a twenty trading-day average closing price requirement, designed to help ensure that vesting is based on lasting results, rather than short-term volatility, (iii) require outperformance relative to the companies listed on the Russell 3000 index as of the date of grant to reinforce accountability to investors, and (iv) serve both as a long-term retention vehicle and a public signal of the Board’s confidence in Mr. Schuck and the strategy set by him, our operational execution and the Company’s future stock price appreciation. ◦In order for the CEO Premium-Priced Performance Option to vest, the Company must achieve rigorous stock price and adjusted free cash flow per share goals. At the maximum vesting level, the Company would be required to deliver both adjusted free cash flow of $5.00 per share and a twenty-day average stock price of $100.00 per share, representing an increase of nearly 317% as compared to the Company’s adjusted free cash flow for 2025 and a stock price goal that is 414% of the fair market value of the stock price as of the grant date of the award. To ensure that vesting does not occur merely because the Company’s stock price appreciates due to broad market inflation, the CEO Premium-Priced Performance Option also includes a market share governor requiring our total shareholder return (“TSR”) performance to be at or above the 25th percentile of all companies in the Russell 3000 Index (the “Relative TSR Condition”) measured on a quarterly basis based on a 12-month look back period as of the grant date. ◦To incentivize performance, the entire CEO Premium-Priced Performance Option is “at-risk,” with no portion of the award eligible for vesting unless these rigorous performance goals are satisfied. In addition, to further support alignment with stockholder interests, the award: ▪supports the retention of Mr. Schuck by including a service-based vesting condition, which lapses in one-third annual installments on each of the three-year, four-year and five-year anniversaries of the grant date, subject to Mr. Schuck’s continued service as Chief Executive Officer or Executive Chairman; ▪does not provide for vesting in the event of a termination of employment unless the underlying performance goals are achieved prior to or during a limited period following such termination of employment due to Mr. Schuck’s death, disability, resignation for good cause or by the Company without cause; ▪in the event of a change in control, the award will only vest to the extent the underlying stock price goal is achieved in connection with such transaction, and the award will remain subject to the service-based vesting condition; ▪includes non-competition and non-solicitation restrictive covenants; and ▪is intended to serve as the sole equity award vehicle for Mr. Schuck during the 10-year term of the award, and therefore, represents an up-front equity award in lieu of annual participation in our long-term incentive program.
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 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 guaranteed payouts under our Cash Incentive Bonus Plans | | ☑ Assess risks of our executive compensation program | ☒ No pledging of our stock | | ☑ Maintain a Compensation Committee comprised entirely of independent directors | ☒ No hedging of our stock | | ☑ Retain an independent compensation advisor | ☒ No strict benchmarking of compensation to a specific percentile or our peer group |
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 2025 annual meeting of the stockholders held in May 2025, approximately 98.6% 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.
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.
Benchmarking and Peer Group
Benchmarking and Peer Group In 2025, 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 2025 and following additional discussions in March 2025, the Compensation Committee approved the following list of companies as an appropriate peer group for benchmarking executive compensation, and making compensation decisions, in 2025 (the “2025 Peer Group”). The Compensation Committee considered this 2025 Peer Group to align with the Company’s levels of headcount, revenue, revenue multiples, and market capitalization.
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 | |
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 2026, based on Aon’s review and recommendations, and following additional discussions held in October 2025 and February 2026, the Compensation Committee has approved certain adjustments to the Company’s 2026 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 2026 is set forth below.
Benchmarking and Peer Group
| ACI Worldwide* | Calix* | HubSpot | Rapid7 | | Alarm.com | Dropbox | Kalviyo* | SentinelOne | | AppFolio | DoubleVerify | Morningstar | Sprinklr | | Appian* | Five9 | nCino | Teradata | | Asana | Freshworks | Okta | Tyler Technologies | | Braze | GitLab | PagerDuty | Twilio | | | | Pegasystems* | Workiva* |
Benchmarking and Peer Group
* Represents a new company added to the peer group for 2026.
Annual Cash Incentive Awards — 2025 Cash Incentive Bonus Plan
Annual Cash Incentive Awards — 2025 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 2025:
Annual Cash Incentive Awards — 2025 Cash Incentive Bonus Plan
| Name | 2025 Target Cash Bonus as a Percentage of Salary | 2025 Target Cash Bonus as a Dollar Amount | Percentage Increase from 2024 Target Bonus as a Dollar Amount | | Henry L. Schuck | 100% | $600,000 | 9.1% | | Michael Graham O’Brien(1) | 60% | $282,000 | 108.6% | | James Roth(2) | 100% | $500,000 | N/A | | Ashley McGrane(2) | 50% | $212,500 | N/A |
Annual Cash Incentive Awards — 2025 Cash Incentive Bonus Plan
(1)The year-over-year percentage increase in Graham O'Brien’s target annual cash bonus is primarily the result of Mr. O’Brien’s appointment as the Company’s permanent Chief Financial Officer, effective August 1, 2025, and having previously served as the Company’s Interim Chief Financial Officer from September 6, 2024 until July 31, 2025. As a result, the year-over-year percentage increase in Mr. O’Brien's target annual cash bonus reflects his service as the principal financial officer for the full period of 2025 (including his service as the Interim Financial Officer), whereas during the 2024 period, Mr. O’Brien served as the principal financial officer for only a portion of the year, from September 6, 2024 until July 31, 2025, and his target cash bonus was commensurate for the duration of his service as the Interim Chief Financial Officer. (2)On February 13, 2025, our Board of Directors determined each of James Roth, our Chief Revenue Officer, and Ashley McGrane, our General Counsel, to be an "executive officer" of the Company, as such term is defined in Rule 3b-7 under the Exchange Act. As a result of this determination, Mr. Roth and Ms. McGrane became NEOs for fiscal year ended December 31, 2025, and accordingly, we have omitted the information relating to the percentage increase from the 2024 target bonus of each of Mr. Roth and Ms. McGrane as they were not NEOs for any period of the fiscal year ended December 31, 2024. At the beginning of 2025, 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 “2025 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 2025 cash bonus opportunity was based, and weighted equally, upon the Company’s 2025 Net New ARR and AOI performance targets. The following is a summary of our payout formula with respect to our 2025 Cash Incentive Bonus Plan: •In the case of the Company’s 2025 Net New ARR(1) metric, thresholds were established at (x) $6 million, (y) $11 million and (z) $29 million (in each case, representing the 40% payout floor, the 100% payout target and the 125% maximum payout potential, respectively, of such metric’s portion of the cash bonus opportunity, weighted equally with AOI (as described in greater below)); •In the case of the Company’s 2025 AOI(2) metric, thresholds were established at (x) $468 million, (y) $473 million and (z) $483 million (in each case, representing the 25% payout floor, the 100% payout target and the 125% maximum payout potential, respectively, of such metric’s portion of the cash bonus opportunity, weighted equally with Net New ARR (as described in greater above)); •After considering each of the Company’s actual 2025 Net New ARR and AOI results relative to their respective target thresholds, the Compensation Committee approved achievements of 114% (rounding up to the nearest whole percentage point), 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 Net New ARR and AOI achievements, the Compensation Committee determined that the Company attained, and thereby approved, a total blended achievement of 57% (rounding up to the nearest whole percentage point). Similar to prior years, the Company’s 2025 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 2025. The 2025 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.
Additional Net Revenue Retention Performance-Based Cash Incentive Award
Additional Net Revenue Retention Performance-Based Cash Incentive Award In addition to the annual cash incentive awards described above, the Compensation Committee granted James Roth, our Chief Revenue Officer, with an additional cash incentive award based on the achievement of certain net revenue retention metrics (such award, the “CRO Performance-Based Cash Incentive Award”). In furtherance of our Compensation Committee’s objective of aligning our compensation practices with the Company’s performance, the Compensation Committee deemed that it was in the best interests of the Company to design an award that directly links a significant portion of Mr. Roth’s compensation to net revenue retention targets, a metric that directly measures the Company’s ability to retain and expand revenue across its existing customer base. For additional information on how we calculate net revenue retention, see the section entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Increasing Usage of Our Platform” in the Company’s 2025 10-K, filed with the SEC on February 12, 2026. Pursuant to the CRO Performance-Based Cash Incentive Award, Mr. Roth would only be eligible to receive a payout under such award if the Company attains a net revenue retention outcome based on a stretch goal relative to the Company’s targets for the applicable period, with payouts subject to an attainment cliff, and thereafter commencing with a 25% payout multiplier at the first threshold, increasing to 50% at the second threshold, 100% at the third threshold and up to a maximum of 125% at the final threshold. At the 125% achievement threshold, Mr. Roth would have been eligible to receive up to a total of $1,250,000. On February 5, 2026, the Compensation Committee determined that because net revenue retention for the fiscal year ended December 31, 2025 was 90%, Mr. Roth’s CRO Performance-Based Cash Incentive Award was only partially attained between the 50% and 25% payout thresholds, and after giving effect to linear interpolation, resulted in a payout of $475,000.
Long-Term Equity Compensation
Long-Term Equity Compensation During 2025, we granted equity compensation to our NEOs (other than our PEO) in the form of both time-based and performance-based RSUs based on FCFps measurements, and solely with respect to our PEO, a premium-priced performance option award (each as defined and described in greater detail below), 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 2025, Mr. Schuck received: ◦A performance-based premium-priced option award, subject to both service-based and performance-based vesting conditions, which represent 100% of his long-term incentive awards granted in 2025, as Mr. Schuck did not receive any time-based or any other performance-based RSU awards. The CEO Premium-Priced Performance Option provides Mr. Schuck with the opportunity to purchase up to 9,678,000 shares of the Company’s common stock, at an exercise price equal to a 140% premium to the fair market value of the price per share as of the CEO Option Grant Date, subject to the satisfaction of performance conditions based on the achievement of certain adjusted free cash flow per share targets and stock price targets (qualified by a relative TSR governor) and Mr. Schuck’s continued service as the Company’s Chief Executive Officer or Executive Chairman, through such attainment periods. For additional information, see “—Components of our Annual Compensation Program and 2025 Compensation—Long-Term Equity Compensation—2025 CEO Premium-Priced Performance Option.” •Mr. O’Brien was awarded: ◦Time-based RSUs comprising 63.9% of his long-term incentive awards. ◦FCFps PSUs comprising 36.1% of his long-term incentive awards, on the same terms as those awarded to our NEOs (other than our PEO, who did not receive such award). ◦Mr. O’Brien’s time-based RSUs and FCFps PSUs include certain one-time grants that he received in connection with this appointment as the Company’s Chief Financial Officer. See the section entitled “Executive Compensation Discussion and Analysis —Grants of Plan-Based Awards” for additional information relating to Mr. O’Brien’s long-term equity compensation. •Mr. Roth was awarded: ◦Time-based RSUs comprising 56.2% of his long-term incentive awards. ◦FCFps PSUs comprising 43.8% of his long-term incentive awards, on the same terms as those awarded to each of the other NEOs (other than our PEO, who did not receive such award). •Ms. McGrane was awarded: ◦Time-based RSUs comprising 58.8% of her long-term incentive awards. ◦FCFps PSUs comprising 41.2% of her long-term incentive awards, on the same terms as those awarded to our NEOs (other than our PEO, who did not receive such award). The Compensation Committee believes that both time-based and performance-based RSUs, and in the case of our PEO, the CEO Premium-Priced Performance Option award, align our NEOs’ interests with those of our stockholders by providing a return directly in line with our stock price, operating and financial performance, 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 (other than the CEO Premium-Priced Performance Option award granted to our PEO), 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 2025, 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 (i) mix of PSUs tied to financial metrics and time-based RSUs for our NEOs (other than our PEO) and (ii) the CEO Premium-Priced Performance Option award, 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 (i) in the case of our NEOs (other than our PEO) a PSU program measured based on adjusted free cash flow per share over a three-year performance period and (ii) solely with respect to Mr. Schuck, a CEO Premium-Priced Performance Option program measured based on both adjusted free cash flow per share and the performance of the Company’s stock price (qualified by a relative TSR governor). Our Compensation Committee believes that, in the case of our NEOs (other than our PEO), this mix of RSUs and PSUs aligns our NEOs’ interests with those of our stockholders by providing a return directly in line with a key financial metric that is important to maintain our long-term growth and sustainability, and in the case of Mr. Schuck, the CEO Premium-Priced Performance Option aligns our PEO’s interests with those of our stockholders by providing a return directly in line with both a key financial metric and our stock price. Our Compensation Committee ultimately determined to use adjusted free cash flow per share as the performance metric for the fiscal 2025 PSUs due to its important role in measuring the overall financial performance and operating activities of our business, and with respect to the CEO Premium-Priced Performance Option, the Compensation Committee determined that in furtherance of its continued emphasis on aligning long-term equity incentives with performance, it was important for the performance conditions of the CEO Premium-Priced Performance Option to be based on both adjusted free cash flow per share and stock price performance targets in order to tightly align Mr. Schuck’s long-term compensation with sustained stockholder value creation. The table below sets forth the total equity awards granted to our NEOs in 2025:
Long-Term Equity Compensation
| Name | Award Type | Approximate Grant Date Fair Value | Vesting Schedule | | Henry L. Schuck | CEO Premium-Priced Performance Option(1) | $32,356,780 | 33% of the shares available under each of the six equal achievement tranches, on the third, fourth and fifth anniversary of the grant date, in each case, subject to achievement of the corresponding performance targets | | Michael Graham O’Brien | PSU(2) | $1,763,145 | 33% vesting in year 1, 33% vesting in year 2 and 33% vesting in year 3, in each case, subject to achievement of performance targets | | | PSU(3) | $554,540 | 33% vesting in year 1, 33% vesting in year 2 and 33% vesting in year 3, in each case, subject to achievement of applicable performance targets | | | RSU(2) | $3,015,702 | 33% vesting on August 1, 2026 and the remainder of the award in equal quarterly installments during the 24 months following August 1, 2026. |
Long-Term Equity Compensation
| | RSU(4) | $869,550 | 33% vesting on April 1, 2026 and the remainder of the award in equal quarterly installments during the 24 months following April 1, 2026. | | | RSU(5) | $320,166 | 100% vesting on August 1, 2026, which is the 12 month anniversary date on which Mr. O’Brien was appointed permanent Chief Financial Officer in accordance with the terms of the award | | James Roth | PSU(3) | $1,607,700 | 33% vesting in year 1, 33% vesting in year 2 and 33% vesting in year 3, in each case, subject to achievement of applicable performance targets | | | RSU(4) | $2,262,405 | 33% vesting on April 1, 2026 and the remainder of the award in equal quarterly installments during the 24 months following April 1, 2026. | | Ashley McGrane | PSU(3) | $652,400 | 33% vesting in year 1, 33% vesting in year 2 and 33% vesting in year 3, in each case, subject to achievement of applicable performance targets | | | RSU(6) | $932,000 | 33% vesting on April 1, 2026 and the remainder of the award in equal quarterly installments during the 24 months following April 1, 2026. |
Long-Term Equity Compensation
(1)On November 26, 2025, the Board granted Mr. Schuck, the Chief Executive Officer and Chairman of the Company, a one-time, CEO Premium-Priced Performance Option award under the Company’s 2020 Omnibus Incentive Plan. The CEO Premium-Priced Performance Option provides Mr. Schuck with the opportunity to purchase up to 9,678,000 shares of the Company’s common stock, at an exercise price representing a premium price that is 140% premium of the fair market value of the price per share as of the CEO Option Grant Date, subject to the satisfaction of performance conditions based on the achievement of certain adjusted free cash flow per share targets and stock price targets (qualified by a relative TSR governor) and Mr. Schuck’s continued service. For additional information. See “—Components of our Annual Compensation Program and 2025 Compensation—Long-Term Equity Compensation—2025 CEO Premium-Priced Performance Option.” (2)Awarded on July 31, 2025, in connection with, and in recognition of, Mr. O’Brien following his appointment as the Chief Financial Officer, with a vesting commencement date of August 1, 2025. (3)Awarded on May 30, 2025, as part of the annual executive compensation review process, with a vesting commencement date of April 1, 2025; vesting subject to determination of achievement of performance targets in each performance year based on adjusted free cash flow per share. (4)Awarded on May 15, 2025, as part of the annual executive compensation review process, with a vesting commencement date of April 1, 2025. (5)Mr. O’Brien received an original grant of 29,400 restricted stock units, which vests in its entirety on the date that is 12 months from the date on which a permanent Chief Financial Officer is employed by the Issuer. Mr. O’Brien was appointed permanent Chief Financial Officer on August 1, 2025, and as a result, the award is scheduled to vest in whole on August 1, 2026. (6)Awarded on May 30, 2025, as part of the annual executive compensation review process, with a vesting commencement date of April 1, 2025. Performance-Based Restricted Stock Units Free Cash Flow Per Share (FCFps) PSUs Awarded in 2025 The performance payout scale in the table below is applicable to the FCFps PSUs awarded to each of our NEOs (other than Mr. Schuck, who did not receive any FCFps PSUs) in 2025. 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: 331/3% of Target Shares •2026 Performance Year: 331/3% of Target Shares •2027 Performance Year: 331/3% of Target Shares In determining FCF Per Share achievement for the 2025 Performance Year for the Company’s PSUs awarded in 2025, the Compensation Committee began with GAAP operating cash flow and subtracted GAAP capital expenditures, which included amounts relating to the capitalization of development expenses and certain expenditures related to the Company’s new facilities. The Compensation Committee then adjusted for interest paid in cash, restructuring and transaction related expenses, and payments resulting from litigation proceedings. To calculate FCF Per Share for the FCFps PSUs awarded in 2025, the Compensation Committee then subtracted the interest paid in cash from the Company’s adjusted FCF, and then divided such amounts by the weighted-average shares outstanding, which resulted in $1.20 FCF Per Share. Because $1.20 lies between the established target of $1.12 and the maximum of $1.24, as shown in the table below, a linear interpolation yielded a final payout level of 133% for this metric.
Long-Term Equity Compensation
| FCFps PSUs Awarded in 2025 | | | | Percentage of Shares Allocated to Performance Year | 331/3% | | | Annual Performance Factor | Fiscal Year 2025 FCF Per Share(1) | Percentage Payout in Performance Year | | Below Threshold | <$1.07 | 0% | | Threshold | $1.07 | 50% | | Target | $1.12 | 100% | | Maximum | $1.24 | 150% | | Actual | $1.20 | 133% |
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, plus (iii) interest paid in cash, plus (iv) significant unusual or non-recurring events or accrual items (the foregoing clauses (i)-(iv) resulting in the Company’s unlevered free cash flow, then minus (v) the interest paid in cash, divided by (y) the weighted average number of shares of the Company’s common stock outstanding over the applicable performance year. See Appendix A for more information relating to our adjusted free cash flow calculation, including a reconciliation of such measure to its most directly comparable U.S. GAAP financial measure, our U.S. GAAP net cash provided by operating activities, as well as a detailed calculation of how we determined our adjusted free cash flow per share calculation for the FCFps PSUs awarded in 2025. The table below sets forth the FCFps PSUs granted to and earned by our NEOs in 2025:
Long-Term Equity Compensation
| NEO | Job Title | Total FCFps PSUs Awarded | Target FCFps PSUs 2025 (331/3% of Total) | 2025 FCFps PSUs Earned | | Michael Graham O’Brien | Chief Financial Officer | 221,405 | 73,802 | 98,155 | | James Roth | Chief Revenue Officer | 172,500 | 57,500 | 76,475 | | Ashley McGrane | EVP, General Counsel & Corporate Secretary | 70,000 | 23,333 | 31,033 |
Long-Term Equity Compensation
Free Cash Flow Per Share (FCFps) PSUs Awarded in 2024 The performance payout scale in the table below is applicable to the FCFps PSUs awarded to Mr. Schuck in 2024. None of our other current NEOs received FCFps PSUs in 2024. 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 were allocated as follows: •2024 Performance Year: 20% of Target Shares (as disclosed in our Proxy Statement filed in March 2025, the attainment level for the first performance period was 97%) •2025 Performance Year: 30% of Target Shares •2026 Performance Year: 50% of Target Shares In determining FCF Per Share achievement for the 2025 Performance Year for the Company’s PSUs awarded in 2024, the Compensation Committee began with GAAP operating cash flow and subtracted GAAP capital expenditures. To calculate FCF Per Share for the FCFps PSUs awarded in 2024, the Compensation Committee divided the adjusted FCF by the weighted-average shares outstanding (adjusted for share repurchases), which resulted in $1.08 FCF Per Share. Because $1.08 lies between the established target of $1.07 and the maximum of $1.13, as shown in the table below, a linear interpolation yielded a final payout level of 108% for this metric.
Long-Term Equity Compensation
| FCFps PSUs Awarded in 2024 | | | | Percentage of Shares Allocated to Performance Year | 30% | | | Annual Performance Factor | Fiscal Year 2025 FCF Per Share(1) | Percentage Payout in Performance Year | | Below Threshold | <$1.02 | 0% | | Threshold | $1.02 | 50% | | Target | $1.07 | 100% | | Maximum | $1.13 | 150% | | Actual | $1.08 | 108% |
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, 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. See Appendix A for more information relating to our adjusted free cash flow calculation, including a reconciliation of such measure to its most directly comparable U.S. GAAP financial measure, our U.S. GAAP net cash provided by operating activities, as well as a detailed calculation of how we determined our adjusted free cash flow per share calculation for FCFps PSUs awarded in 2024. The table below sets forth the FCFps PSUs granted to and earned by Henry L. Schuck, our only current NEO who received such award in 2024:
Long-Term Equity Compensation
| NEO | Job Title | Total FCFps PSUs Awarded | Target FCFps PSUs 2024 (30% of Total) | 2024 FCFps PSUs Earned | | Henry L. Schuck | Chief Executive Officer | 73,530 | 22,059 | 23,824(1) |
Long-Term Equity Compensation
__________________ (1)On May 29, 2024, Mr. Schuck was awarded a target number of FCFps PSUs subject to satisfaction of performance conditions as determined by our Compensation Committee. The amount shown represents the actual number of units earned by Mr. Schuck for the second PSU performance period, commencing January 1, 2025, and continuing through and including December 31, 2025, as determined February 5, 2026. As previously disclosed, the terms of Mr. Schuck’s FCFps PSUs were amended on February 13, 2025, 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. As a result of such feature, Mr. Schuck’s earned units will vest in whole on March 22, 2026, the date that is 45 days after February 5, 2026. Our NEOs (other than Mr. Schuck) will be eligible to receive a mix of RSUs and PSUs in 2026, subject to the recommendation and approval of our Compensation Committee. As part of the PSU program in 2026, 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.
2025 CEO Premium-Priced Performance Option
2025 CEO Premium-Priced Performance Option Background On November 26, 2025 (the “CEO Option Grant Date”), our Board, upon the recommendation of our Compensation Committee and after considering the input of Aon, granted Mr. Schuck the CEO Premium-Priced Performance Option, providing Mr. Schuck with the opportunity to purchase up to 9,678,000 shares of the Company’s common stock, at an exercise price equal to $13.54 (which represents a premium price of 140% of the fair market value of the price per share as of the CEO Option Grant Date), subject to the satisfaction of rigorous performance conditions and Mr. Schuck’s continued service as the Company’s Chief Executive Officer or Executive Chairman, as further described below. The CEO Premium-Priced Performance Option reflected the culmination of a multi-month process overseen by our Compensation Committee, with the assistance of Aon and outside legal advisors, to design a program that serves as a significant incentive and retentive vehicle at a strategic inflection point for the Company. In sizing the award, our Compensation Committee sought to create a significant, one-time equity award that would serve as a meaningful incentive for Mr. Schuck to successfully execute the strategy set by him, lead the Company’s operational execution and to maximize the sustained, long term value of the Company’s common stock. Importantly, the Company does not intend to grant any other equity awards to Mr. Schuck during the 10-year term of the award and, thus, the CEO Premium-Priced Performance Option represents an up-front equity award in lieu of annual participation in our long-term incentive program. Grant Design and Structure In structuring the grant, our Compensation Committee considered the fact that we are at a strategic inflection point, with the potential to deliver significant value to our customers and stockholders with the continued use of AI powered applications. ZoomInfo has built an all-in-one AI platform for go-to-market teams — combining proprietary data, AI-powered insights, and workflow automations. The Committee believes the Company is uniquely positioned to deliver significant and durable value to customers and stockholders as enterprise AI adoption accelerates. In designing the CEO Premium-Priced Performance Option award, our Compensation Committee sought to create an award that tightly aligns Mr. Schuck’s long-term compensation with sustained stockholder value creation. The CEO Premium-Priced Performance Option directly links potential realizable value to the achievement of ambitious, measurable outcomes over a ten-year period. Specifically, it (i) focuses Mr. Schuck on durable, compounding free cash flow per share growth as the foundation of value creation, (ii) rewards sustained stock performance through a twenty trading-day average closing price requirement, designed to help ensure that vesting is based on lasting results, rather than short-term volatility, (iii) requires outperformance relative to the broader market to reinforce accountability to investors and (iv) serves both as a long-term retention vehicle and a public signal of the Board’s confidence in Mr. Schuck and the strategy set by him, our operational execution and the Company’s future stock price appreciation. Our Compensation Committee determined that now is the appropriate time to issue the CEO Premium-Priced Performance Option to Mr. Schuck, given the Company’s strategic inflection point and the Company’s progress in stabilizing growth, maintaining margins, and strengthening free cash flow. The CEO Premium-Priced Performance Option is intended to reinforce continuity of leadership during a period of transformation and to align Mr. Schuck’s incentives squarely with the next phase of the Company’s long-term value creation. The Company has a strong foundation of operating discipline and has continued to shift the business toward more durable, up-market growth with industry-leading and AI-centered products. As a result, our Compensation Committee believes the Company has entered a stage, where executing an ambitious product roadmap and accelerating expansion up-market are key to the Company’s long-term cash generation and stockholder value creation. Returning to consistent top-line growth, coupled with expanding margins and sustaining stock performance, will define stockholder value. We believe that this grant helps to ensure that meaningful rewards are earned only through multi-year, measurable outperformance that benefits the Company’s stockholders. Performance Measures of the Grant The Company selected adjusted free cash flow per share as the primary long-term performance measure because our Compensation Committee believes it most directly reflects the Company’s ability to create sustained stockholder value while maintaining operational discipline. Adjusted free cash flow per share integrates revenue growth, profitability, capital efficiency, and share count management into a single metric that we believe aligns with how investors evaluate our long-term performance and intrinsic value creation. Our strategic focus is on scalable growth, durable margins, and disciplined capital allocation. We believe adjusted free cash flow per share captures each of these dimensions: it measures our ability to (i) grow recurring revenue and operating income while converting those gains into cash; (ii) reinvest prudently in product innovation and go-to-market capabilities; and (iii) return value to stockholders through share repurchases and other capital deployment. Because it reflects both cash generation and per-share economics, we believe adjusted free cash flow per share is a direct indicator of the Company’s capacity to compound value for our stockholders over time. Our Compensation Committee believes that emphasizing adjusted free cash flow per share: •aligns leadership incentives with the interests of our stockholders, ensuring that management decisions prioritize sustainable cash generation and per-share returns rather than short-term revenue or margin targets; •encourages long-term decision-making and investment discipline, reinforcing a focus on quality of growth and capital efficiency; and •provides transparency and accountability, as the metric is objectively measurable and closely correlated with long-term total shareholder return. Our Compensation Committee views adjusted free cash flow per share as the most comprehensive measure of the Company’s operational health and long-term success. By tying the vesting of the CEO Premium-Priced Performance Option to this metric, the award reinforces the Company’s strategic objective of delivering durable, compounding value for our stockholders. Our Compensation Committee determined that stock price performance, measured based on the Company’s average closing price over twenty consecutive trading days, is an essential complement to the internal operational metric of adjusted free cash flow per share. The inclusion of stock price directly aligns Mr. Schuck’s potential realizable value with long-term stockholder returns, which we believe provides a transparent, market-based measure of performance that investors can independently verify.
2025 CEO Premium-Priced Performance Option
Requiring the Company’s stock price to sustain an average closing price over an extended trading period is designed to help ensure that vesting reflects durable, value-creating performance, not temporary market volatility or short-term price spikes. We believe that the twenty day averaging mechanism sets a high bar for achievement and underscores the award’s focus on sustained outperformance and stockholder confidence. By establishing ambitious stock-price hurdles, the award is designed to motivate exceptional execution, strategic consistency, and investor-validated success over the full ten-year term of the grant. Importantly, in order to govern against vesting due solely to broad market inflation, the award also includes a relative TSR condition that reduces the award payout to 0% if the performance goals are satisfied but the Compensation Committee determines the relative TSR condition has not been satisfied for the applicable measurement period. Our Compensation Committee believes that pairing this market-based metric with rigorous internal financial goals creates a balanced incentive framework, rewarding Mr. Schuck for both fundamental operating excellence and the creation of lasting stockholder value, as reflected in the Company’s market performance. Finally, because our Compensation Committee wanted to incentivize above-market, transformational performance, our Compensation Committee designed the CEO Premium-Priced Performance Option to be more rigorous and challenging than other recent transformational programs it reviewed. The stock price goals and adjusted free cash flow per share goals are set at significant premiums to the current performance and trading price, and all performance goals must be met within the same Performance Measurement Period (as described below) to ensure total performance is delivered. If achieved, stockholders would experience exceptional value creation, with the maximum performance goals representing an increase of nearly 317% as compared to the Company’s adjusted free cash flow for 2025 and a stock price goal that is 414% of the fair market value of the stock price as of the grant date of the award. Summary of the Key Terms of the Grant Based on discussions with Aon, our Compensation Committee structured the CEO Premium-Priced Performance Option to incentivize the creation of sustained stockholder value through above-market, transformational performance, innovation and operational excellence, resulting in the following features in the CEO Premium-Priced Performance Option design:
2025 CEO Premium-Priced Performance Option
| Service-Based Vesting Condition | Vest with respect to one-third of the Company’s common stock subject to each Tranche on the three-year anniversary, four-year anniversary and five-year anniversary of the CEO Option Grant Date (each, a “CEO Vesting Date”), subject to Executive’s continued service as Chief Executive Officer or Executive Chairman through the applicable CEO Vesting Date. | | Performance Goals: | Performance Goals: The CEO Premium-Priced Performance Option is divided into six equal Tranches, with each Tranche subject to: •Stock Price Goal (based on average stock price over twenty consecutive trading days); •Operational Goal (based on adjusted FCF per share); and •Relative TSR Condition. Our Compensation Committee chose the combination of the Stock Price Goal and Operational Goal, given that (i) the Stock Price Goal directly aligns Mr. Schuck’s potential realizable value with long-term stockholder returns, which provides a transparent, market-based measure of performance that investors can independently verify and (ii) the Operational Goal most directly reflects the Company’s ability to create sustained stockholder value, while maintaining operational discipline, integrating revenue growth, profitability, capital efficiency and share count management into a single metric that aligns with how investors evaluate the Company’s long-term performance and intrinsic value creation. The Relative TSR Condition governs against vesting due solely to broad market inflation to ensure satisfaction of the performance conditions is based on superior Company performance comparatively to peers and the market. These goals are deliberately calibrated to be challenging to attain and require significant increases in share price and free cash flow performance from the CEO Option Grant Date. Our Compensation Committee reviewed other recent transformational award programs and purposefully designed the CEO Premium-Priced Performance Option to be more rigorous and challenging than the other programs reviewed. The Stock Price Goal and Operational Goal are set at significant premiums to the current trading price, and all Performance Goals must be met within the same Performance Measurement Period to ensure total performance is delivered. Stockholders would experience exceptional value creation if the Performance Goals are satisfied. To vest, the Performance Goals must be achieved during the Performance Measurement Period, with achievement measured during 12-month periods ending on each of the eight fiscal quarters during the Performance Measurement Period; provided, that the Stock Price Goal and Relative TSR Condition must both be achieved during the same 12-month period, while the Operational Goal may be achieved during any separate 12-month period within the Performance Measurement Period. The Performance Goals are as set forth below: |
2025 CEO Premium-Priced Performance Option
| Vesting in Connection with Termination without Cause, due to Death or Disability, or by Mr. Schuck for Good Reason | Termination prior to the third (3rd) anniversary of the CEO Option Grant Date and prior to the achievement of Performance Goals, the award will be forfeited. Termination on or after the third (3rd) anniversary of the CEO Option Grant Date and prior to the applicable CEO Vesting Date and achievement of the Performance Goals, the award will remain outstanding for a two-year tail period (“Tail Period”), and if the Performance Goal for a Tranche is achieved during the Tail Period, such Tranche will vest on a pro-rata basis. •Termination on or after the applicable CEO Vesting Date and prior to the achievement of the Performance Goals, the award will remain outstanding for the Tail Period, and if the Performance Goal is satisfied during the Tail Period, the portion of the Tranche for which the CEO Vesting Date has elapsed as of the date of the termination will fully vest. Termination prior to the applicable CEO Vesting Date and after the achievement of the Performance Goals, the Tranche for which the Performance Goals have been satisfied will fully vest. | | Resignation (other than due to Good Reason) | Resignation prior to the applicable CEO Vesting Date, forfeit the portion of the CEO Premium-Priced Performance Option associated with such CEO Vesting Date in its entirety. Resignation after the applicable CEO Vesting Date, forfeit unvested Tranches. | | Termination for Cause | Forfeit vested and unvested Tranches. |
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.
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 9 months, in the case of Mr. O’Brien, Mr. Roth and Ms. McGrane, plus 100% of each such NEO’s annual target cash bonus for the year of termination, in each case, less any amounts already paid for any such year. •Solely in the case of Mr. Schuck, any earned but unpaid bonus for the prior fiscal year. •In the case of Mr. Schuck, continuation for 18 months, and in the case of Mr. O’Brien, Mr. Roth and Ms. McGrane, continuation for 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 Mr. Schuck, and a lump sum payment equal to 6 months, in the case of Mr. O’Brien, Mr. Roth and Ms. McGrane, of such NEO’s then-current base salary, plus, in the case of Mr. Schuck, a pro-rated portion of their expected target annual cash bonus for the year of termination, and in the case of Mr. O’Brien, Mr. Roth and Ms. McGrane, a pro-rated portion of their respective bonuses based on actual performance determinations, in each case, less any amounts already paid for such year; •In the case of Mr. Schuck, continuation for 12 months, and in the case of each of Mr. O’Brien, Mr. Roth and Ms. McGrane, continuation for 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 each NEO, 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; provided, however, that in the case of Mr. O’Brien, Mr. Roth and Ms. McGrane, such accelerated vesting is subject to a cap on the fair market value of the shares ultimately accelerated based on years of service (up to $2,000,000 for three years of service, $2,750,000 for four years of service, $3,500,000 for five years of service, and $4,250,000 for six or more years of service). 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. |
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.
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.
Performance-Based Awards under our 2020 Omnibus Incentive Plan
Performance-Based Awards under our 2020 Omnibus Incentive Plan From time to time, we may grant equity-based or cash-based awards under the 2020 Omnibus Incentive Plan that will become earned or will vest and become exercisable upon the attainment of Performance Conditions. For purposes of this Proxy Statement, “Performance Conditions” means specific levels of performance of the Company (and/or one or more of its subsidiaries, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue, net revenue, net revenue growth, annual recurring revenue, or net new annual recurring revenue; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) operating income or net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) customer growth, including growth by customer category or annual contract value; (xxvii) cost of capital, debt leverage, year-end cash position or book value; (xxviii) strategic objectives; or (xxix) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more of the Company or its subsidiaries as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more of its subsidiaries or any combination thereof, as the Compensation Committee of our Board of Directors or such other committee of our Board of Directors to which it has properly delegated power, or if no such committee or subcommittee exists, our Board of Directors may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that such committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.
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.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus(2) | Stock Awards ($)(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Henry L. Schuck Chief Executive Officer and Chairman of the Board | 2025 | 591,625 | — | — | 32,356,780 | 337,292 | 12,050 | 33,297,747 | | | 2024 | 562,410 | — | 5,550,604 | — | 129,351 | 11,500 | 6,253,865 | | | 2023 | 550,000 | — | 4,412,514 | — | — | 11,250 | 4,973,764 | | Michael Graham O'Brien Chief Financial Officer | 2025 | 465,000 | — | 6,523,103 | — | 143,774 | 20,770 | 7,152,647 | | | 2024 | 354,333 | — | 1,205,000 | — | 185,196 | 8,991 | 1,753,520 | | James Roth Chief Revenue Officer | 2025 | 500,000 | 475,000 | 3,870,105 | — | 285,000 | 2,020 | 5,132,125 | | Ashley McGrane EVP, General Counsel & Corporate Secretary | 2025 | 418,750 | — | 1,584,400 | — | 119,368 | 8,008 | 2,130,526 |
Summary Compensation Table
__________________ (1)The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. For Mr. Roth and Ms. McGrane only, these amounts also include amounts earned by them prior to the date they became executive officers during the covered fiscal year. For additional information relating to base salaries, see the section entitled “Executive Compensation Discussion and Analysis—Components of our Annual Compensation Program and 2025 Compensation—Base Salary.” (2)The amounts reported in this column relate solely to Mr. Roth, our Chief Revenue Officer, who was eligible to receive an additional incentive award subject to the Company’s achievement of certain net revenue retention metrics. On February 5, 2026, the Compensation Committee determined that because net revenue retention for the fiscal year ended December 31, 2025 was 90%, Mr. Roth’s CRO Performance-Based Cash Incentive Award was only partially attained between the 50% and 25% payout thresholds, and after giving effect to linear interpolation, resulted in a payout of $475,000. For additional information relating to Mr. Roth’s Stretch Cash Bonus, see the section entitled “Executive Compensation Discussion and Analysis—Components of our Annual Compensation Program and 2025 Compensation — Additional Net Revenue Retention Performance-Based Cash Incentive Award.” (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 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 value for the FCFps PSUs included for the applicable NEOs is based on the target number of shares subject to such awards, which results in an award value of: (i) $2,317,685 in the case of Mr. O’Brien, (ii) $1,607,700 in the case of Mr. Roth and (iii) $652,400 in the case of Ms. McGrane. Assuming the maximum performance level is achieved with respect to each such NEO’s FCFps PSUs, the grant date fair value of such awards would be (i) $3,476,528.18 in the case of Mr. O’Brien, (ii) $2,411,550.00 in the case of Mr. Roth and (iii) $978,600.00 in the case of Ms. McGrane. (4)Represents the aggregate grant date fair value of the CEO Premium-Priced Performance Option granted to Mr. Schuck, 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 value for the CEO Premium-Priced Performance Option included for Mr. Schuck is based on a total aggregate of 9,678,000 stock options available under the applicable award, and further determined based on a weighted average grant date fair value of $3.34 per share. The Company determined the fair value of the CEO Premium-Priced Performance Option by using a Monte Carlo simulation approach with the following assumptions: risk-free interest rate of 3.96%, expected term of ten years, expected volatility of 52.34%, and dividend yield of 0%. For additional information relating to the CEO Premium-Priced Performance Option, including our assumptions, see Note 13: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2025 10-K.” (5)Amounts in this column include cash incentive bonuses earned by our NEOs in the fiscal years referenced. See “Executive Compensation Discussion and Analysis” above. Mr. O’Brien’s 2024 cash incentive bonus reflects his service as an NEO for a portion of fiscal year 2024. As previously disclosed in our Proxy Statement for 2024, 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 an 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. (6)The amounts reported represent our 401(k) Plan matching contributions and the imputed income from group-term life (GTL) insurance provided to our NEOs, and further, solely in the case of Mr. O’Brien, the amounts also include a “synthetic” tax receivable agreement-related payment of $11,332 that he received as a result of holding an indirect interest in ZoomInfo Holdings LLC that was converted to common stock of ZoomInfo Technologies Inc. at the time of the Company’s IPO. For a description of our 401(k) Plan, see “Executive Compensation Discussion and Analysis” above.
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table presents information regarding grants of plan-based awards during 2025 to our NEOs. The non-equity incentive plan awards were granted under our 2025 Cash Incentive Bonus Plan, as described in greater detail in “Executive Compensation Discussion and Analysis” above. The equity incentive plan awards were granted under our 2020 Omnibus Incentive Plan. The vesting schedule for the awards is set forth below in the table “Outstanding Equity Awards at 2025 Fiscal Year-End.”
Grants of Plan-Based Awards in Fiscal 2025
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Option Awards | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Award Type(2) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | Henry L. Schuck | Cash | — | — | 600,000 | 750,000 | — | — | — | | | CEO Premium-Priced Performance Option | 11/26/2025 | — | — | — | — | 9,678,000 | 32,356,780 | | Michael Graham O'Brien | Cash | — | — | 282,000 | 352,500 | — | — | — | | | FCFps PSUs | 7/31/2025 | — | — | — | 161,905 | — | 1,763,145 | | | FCFps PSUs | 5/30/2025 | — | — | — | 59,500 | — | 554,540 | | | RSUs | 7/31/2025 | — | — | — | 276,924 | — | 3,015,702 | | | RSUs | 7/31/2025 | — | — | — | 29,400 | — | 320,166 | | | RSUs | 5/15/2025 | — | — | — | 85,000 | — | 869,550 | | James Roth | Cash | — | — | 500,000 | 625,000 | — | — | — | | | FCFps PSUs | 5/30/2025 | — | — | — | 172,500 | — | 1,607,700 | | | RSUs | 5/15/2025 | — | — | — | 221,154 | — | 2,262,405 | | Ashley McGrane | Cash | — | — | 212,500 | 265,625 | — | — | — | | | FCFps PSUs | 5/30/2025 | — | — | — | 70,000 | — | 652,400 | | | RSUs | 5/30/2025 | — | — | — | 100,000 | — | 932,000 |
Grants of Plan-Based Awards in Fiscal 2025
__________________ (1)Represents the range of possible payouts to our NEOs under the 2025 Cash Bonus Incentive Plan, which range between no payout at 0% achievement and payout at the maximum capped at 125% of the applicable target annual bonus opportunity, as further described above under “Executive Compensation Discussion and Analysis”. (2)Terms of the equity awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 13: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our 2025 10-K.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards made to the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Award Type | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price (S) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 L Schuck | 11/26/2025 | CEO Premium-Priced Performance Option(3) | 9,678,000 | $13.54 | 11/26/2035 | — | $— | — | $— | | | 5/29/2024 | FCFps PSUs(4)(7) | — | — | — | — | — | 58,824 | 598,240 | | | 5/29/2024 | Market-Based PSUs(5)(7) | — | — | — | — | — | 294,118 | 2,991,180 | | | 5/29/2024 | RSU(6)(7) | — | — | — | 137,869 | 1,402,128 | — | — | | Michael Graham O'Brien | 7/31/2025 | FCFps PSUs(8) | — | — | — | — | — | 161,905 | 1,646,574 | | | 7/31/2025 | RSU(9) | — | — | — | 276,924 | 2,816,317 | — | — | | | 5/30/2025 | FCFps PSUs(10) | — | — | — | — | — | 59,500 | 605,115 | | | 5/15/2025 | RSU(11) | — | — | — | 85,000 | 864,450 | — | — | | | 9/10/2024 | RSU(12) | — | — | — | 93,750 | 953,438 | — | — | | | 9/10/2024 | RSU(13) | — | — | — | 29,400 | 298,998 | — | — | | | 12/29/2023 | RSU(14) | — | — | — | 27,750 | 282,218 | — | — | | | 12/1/2023 | HSKB Phantom Units(15) | — | — | — | 6,167 | 62,718 | — | — | | | 10/25/2023 | RSU(16) | — | — | — | 6,116 | 62,200 | — | — | | | 3/23/2023 | RSU(17) | — | — | — | 1,340 | 13,628 | — | — | | | 12/30/2022 | RSU(18) | — | — | — | 7,774 | 79,062 | — | — | | | 12/1/2022 | RSU(19) | — | — | — | 1,312 | 13,343 | — | — | | | 9/1/2022 | RSU(20) | — | — | — | 641 | 6,519 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| James Roth | 5/30/2025 | FCFps PSUs(10) | — | — | — | — | — | 172,500 | 1,754,325 | | | 5/15/2025 | RSU(11) | — | — | — | 221,154 | 2,249,136 | — | — | | | 3/26/2024 | RSU(21) | — | — | — | 132,353 | 1,346,030 | — | — | | | 10/25/2023 | RSU(22) | — | — | — | 122,554 | 1,246,374 | — | — | | | 3/23/2023 | RSU23) | — | — | — | 26,786 | 272,414 | — | — | | | 9/1/2022 | RSU(24) | — | — | — | 1,033 | 10,506 | — | — | | | 6/1/2022 | RSU(25) | — | — | — | 774 | 7,872 | — | — | | Ashley McGrane | 5/30/2025 | FCFps PSUs(10) | — | — | — | — | — | 70,000 | 711,900 | | | 5/30/2025 | RSU(11) | — | — | — | 100,000 | 1,017,000 | — | — | | | 10/22/2024 | RSU(26) | — | — | — | 71,840 | 730,613 | — | — | | | 7/24/2024 | RSU(27) | — | — | — | 44,675 | 454,345 | — | — | | | 3/26/2024 | RSU(28) | — | — | — | 5,515 | 56,088 | — | — | | | 10/25/2023 | RSU(29) | — | — | — | 4,893 | 49,762 | — | — | | | 3/23/2023 | RSU(30) | — | — | — | 4,688 | 47,677 | — | — | | | 9/1/2022 | RSU(31) | — | — | — | 620 | 6,305 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1)Represents a one-time, premium-priced performance-based stock option granted to Mr. Schuck on November 26, 2025 to purchase up to 9,678,000 shares of common stock at $13.54 per share (140% of fair market value on the grant date), expiring November 26, 2035. The award is divided into six tranches, each subject to stock price, adjusted free cash flow per share, and relative TSR performance conditions, as well as service-based vesting in three equal installments on each of the third, fourth, and fifth anniversaries of the grant date. No portion of the award is eligible to vest unless and until the applicable performance goals have been achieved. For a more detailed description of the award terms, see the section entitled “Executive Compensation Discussion and Analysis—Components of our Annual Compensation Program and 2025 Compensation—2025 CEO Premium-Priced Performance Option." (2)Values determined based on the December 31, 2025 closing market price of our common stock, which was $10.17 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. (3)Vests as follows: in six equal tranches of 1,613,000 shares, with one-third of each tranche vesting on each of the third, fourth, and fifth anniversaries of the November 26, 2025 grant date, subject to Mr. Schuck's continued service as Chief Executive Officer or Executive Chairman and the achievement of the applicable stock price and free cash flow per share milestones for each tranche. (4)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 . (5)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. (6)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. (7)On February 13, 2025, the terms of Mr. Schuck’s time-based RSUs, FCFps PSUs and Market-Based 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. (8)Vests as follows: 33% vesting in year 1, 33% vesting in year 2 and 33% vesting in year 3, in each case, subject to achievement of performance targets . (9)Vests as follows: 33% on August 1, 2026, and the remainder of the award in equal quarterly installments during the 24 months following August 1, 2026. (10)Vests as follows: 33% vesting in year 1, 33% vesting in year 2 and 33% vesting in year 3, in each case, subject to achievement of performance targets . (11)Vests as follows: 33% on April 1, 2026, and the remainder of the award in equal quarterly installments during the 24 months following April 1, 2026. (12)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. (13)Vests as follows: 100% on August 1, 2026, which is the 12 month anniversary date on which Mr. O’Brien was appointed permanent Chief Financial Officer in accordance with the terms of the award. (14)Vests as follows: equal quarterly installments during the 36 months following November 1, 2024. (15)Vests as follows: equal quarterly installments during the 24 months following November 1, 2024. (16)Vests as follows: equal quarterly installments during the 36 months following October 1, 2024. (17)Vests as follows: equal quarterly installments during the 30 months following October 1, 2024. (18)Vests as follows: equal quarterly installments during the 27 months following October 1, 2024. (19)Vests as follows: equal quarterly installments during the 24 months following December 1, 2024. (20)Vests as follows: equal quarterly installments during the 21 months following December 1, 2024. (21)Vests as follows: equal quarterly installments during the 27 months following January 1, 2025. (22)Vests as follows: equal quarterly installments during the 21 months following January 1, 2025. (23)Vests as follows: equal quarterly installments during the 27 months following January 1, 2025. (24)Vests as follows: equal quarterly installments during the 21 months following December 1, 2024. (25)Vests as follows: equal quarterly installments during the 18 months following December 1, 2024. (26)Vests as follows: 25% on November 1, 2025, the remainder of the award in equal quarterly installments during the 36 months following November 1, 2025. (27)Vests as follows: 25% on April 1, 2025, the remainder of the award in equal quarterly installments during the 36 months following April 1, 2025. (28)Vests as follows: 25% on April 1, 2025, the remainder of the award in equal quarterly installments during the 36 months following April 1, 2025. (29)Vests as follows: equal quarterly installments during the 33 months following January 1, 2025. (30)Vests as follows: equal quarterly installments during the 27 months following January 1, 2025. (31)Vests as follows: equal quarterly installments during the 21 months following December 1, 2024.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock vested during the fiscal year with respect to our NEOs:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Henry L. Schuck | — | — | 96,985 | 969,785 | | Michael Graham O’Brien | — | — | 66,373 | 703,224 | | James Roth | — | — | 263,262 | 2,754,708 | | Ashley McGrane | — | — | 63,942 | 678,702 |
Option Exercises and Stock Vested
__________________ (1)The value realized on vesting is determined by multiplying the number of vested RSUs, FCFps PSUs and HSKB Phantom Units by the closing price of our common stock on the vesting date. In the case of RSUs, FCFps PSUs 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.
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, 2025, the last day of our fiscal year. For purposes of valuing accelerated vesting, the values indicated in the tables below are calculated using a per share price of $10.17, the closing price of a share of our common stock on December 31, 2025, multiplied by the number of unvested shares subject to the award as of December 31, 2025 that are being accelerated.
Potential Payments upon Termination or Change in Control
| | Involuntary Termination in Connection with a Change in Control(1) | | | | | Name | Cash Severance - Salary ($)(2) | Cash Severance - Bonus ($)(3) | Other Benefits ($)(4) | Equity Acceleration ($)(5) | | Henry L. Schuck | 900,000 | 600,000 | 45,836 | 1,402,128 | | Michael Graham O'Brien | 352,500 | 211,500 | 26,483 | 5,452,890 | | James Roth | 375,000 | 375,000 | 26,301 | 5,132,331 | | Ashley McGrane | 318,750 | 159,375 | 26,483 | 2,361,789 |
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, or within the 12 months following a change in control, in the case of each of Mr. O'Brien, Mr. Roth, and Ms. McGrane, 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, and 9 months of the NEO’s annual base salary for each of Mr. O'Brien, Mr. Roth, and Ms. McGrane (3)Represents each 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, and in the case of each of Mr. O’Brien, Mr. Roth and Ms. McGrane, represents the value of 12 months of COBRA premium reimbursement (5)For purposes of valuing accelerated vesting, the values are calculated as $10.17, the closing price of a share of our common stock on December 31, 2025, multiplied by the number of unvested shares subject to the award as of December 31, 2025 that are being accelerated. Includes accelerated vesting of all time-based RSUs (including, in the case of Mr. O’Brien, HSKB Phantom Units), and no accelerated vesting of PSUs. Pursuant to the terms of each of the FCFps PSUs, Market-Based PSUs and the CEO Premium-Priced Performance Option award, vesting is conditioned upon the achievement of performance targets during their respective performance periods, and as a result, neither the FCFps PSUs, the Market-Based PSUs, nor the CEO Premium-Priced Performance Option provide for an acceleration provision.
Potential Payments upon Termination or Change in Control
| | Involuntary Termination without a Change in Control(1) | | | | | Name | Cash Severance - Salary ($)(2) | Cash Severance - Bonus ($)(3) | Other Benefits ($)(4) | Equity Acceleration ($)(5) | | Henry L. Schuck | 600,000 | 600,000 | 19,849 | 560,855 | | Michael Graham O'Brien | 235,000 | — | 10,571 | 2,539,235 | | James Roth | 250,000 | — | 19,726 | 3,462,651 | | Ashley McGrane | 212,500 | — | 19,862 | 1,016,634 |
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 each of Mr. O'Brien, Mr. Roth, and Ms. McGrane. (3)In the case of Mr. Schuck, represents his target annual bonus at 100% achievement, and in the case of each of Mr. O'Brien, Mr. Roth, and Ms. McGrane, such annual-cash based bonus amounts to be provided on a pro-rata basis based on the portion of the year served by the NEO, in each case, subject to the actual performance of such NEO and the attainment of any such annual-cash based bonus. (4)In the case of Mr. Schuck, represents the value of 12 months of COBRA premium reimbursement, and in the case of each of Mr. O'Brien, Mr. Roth, and Ms. McGrane, represents the value of 9 months of COBRA premium reimbursement. (5)In the case of each of Mr. Schuck, Mr. O'Brien, Mr. Roth, and Ms. McGrane, represents value of accelerated vesting of unvested time-based equity awards held as of December 31, 2025 which were scheduled to vest within the following 12 months; provided, however, that in the case of each of Mr. O'Brien, Mr. Roth, and Ms. McGrane, the accelerated vesting is subject to a cap on the fair market value of the shares ultimately accelerated based on years of service (up to $2,000,000 for three years of service, $2,750,000 for four years of service, $3,500,000 for five years of service, and $4,250,000 for six or more years of service, in each case, calculated from the date such person commenced employment, in any role, at the Company. For Mr. Roth, capped at $2,000,000 of the $3,462,651 total equity vested and scheduled to vest within the following 12 months. Such caps were not applicable to Mr. O’Brien or Ms. McGrane as a result of the length of their service to the Company and the value of their equity, respectively. For purposes of valuing accelerated vesting, the values are calculated as $10.17, the closing price of a share of our common stock on December 31, 2025, multiplied by the number of unvested shares subject to the award as of December 31, 2025 that are being accelerated.
Potential Payments upon Termination or Change in Control
| | Death or Disability of Named Executive Officer | | | Name | Cash Severance - Bonus ($)(1) | Equity Acceleration ($)(2) | | Henry L. Schuck | 600,000 | 50,850 | | Michael Graham O'Brien | 282,000 | 50,850 | | James Roth | 500,000 | 50,850 | | Ashley McGrane | 212,500 | 50,850 |
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.
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, 2025, the last day of our 2025 fiscal year. For 2025, the annual total compensation for Mr. Schuck, from the Summary Compensation Table above, was $33,297,747, and the annual total compensation for our median-compensated employee was $159,305, resulting in an estimated pay ratio of 209:1. The CEO pay ratio for fiscal year 2025 reflects the inclusion of Mr. Schuck’s CEO Premium-Priced Performance Option granted to him on November 26, 2025, which as presented in the Summary Compensation Table was calculated using the grant date fair value in accordance with FASB ASC Topic 718. The CEO Premium-Priced Performance Option is a one-time award granted in lieu of annual equity awards during the 10-year term of the award, and therefore is not reflective of Mr. Schuck's ongoing or recurring annual compensation. For additional information, see “Executive Compensation Discussion and Analysis—Components of our Annual Compensation Program and 2025 Compensation—2025 CEO Premium-Priced Performance Option.” Identification of Median Employee Our median employee was identified from all full-time and part-time employees employed as of December 31, 2025. 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 grant date fair value of equity awards granted, in each case during the period from January 1, 2025 through December 1, 2025. 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, 2025. We then ranked this compensation measure for our employees and identified the median employee. We did not include employees who terminated employment on December 31, 2025. 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.
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 2025. 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 2025. 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., 2025) 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., 2024) 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.
Pay Versus Performance
Pay Versus Performance
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) | | | | 2025 | 33,297,747 | 35,270,457 | 4,805,099 | 4,707,548 | 21.09 | 258.44 | 124.2 | 445.9 | | 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 |
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.
Pay Versus Performance
| Description | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | Change in Pension Value Deduction | — | — | — | — | — | | Pension Service Cost Addition | — | — | — | — | — | | Prior Pension Service Cost Addition | — | — | — | — | — | | Deductions from SCT “Stock Awards” Column Value | — | — | (4,412,514) | (5,550,604) | (32,356,780) | | Stock and Option Awards Adjustment | 10,864,347 | (10,142,736) | 1,743,179 | 321,699 | 34,329,490 | | Year End Fair Value of Unvested Equity Awards Granted in the Year | — | — | 3,301,796 | 4,274,281 | 34,815,413 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 7,599,443 | (6,954,599) | (1,185,286) | — | (421,061) | | 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 | 3,264,904 | (3,188,137) | (373,331) | (650,786) | (64,862) | | 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) | 10,864,347 | (10,142,736) | (2,669,335) | (5,228,905) | 1,972,710 |
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: 2025 - Messrs. O’Brien, Roth, and Ms. McGrane 2024 - Messrs. O’Brien, our former Chief Financial Officer, Hyzer, and our former Chief Technology Officer, 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 (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.
Pay Versus Performance
| Description | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | Change in Pension Value Deduction | — | — | — | — | — | | Pension Service Cost Addition | — | — | — | — | — | | Prior Pension Service Cost Addition | — | — | — | — | — | | Deductions from SCT “Stock Awards” Column Value | (8,233,367) | (13,316,703) | (7,051,863) | (2,963,240) | (3,992,536) | | Stock and Option Awards Adjustment | 17,477,374 | (4,040,474) | 1,778,565 | 192,927 | 3,894,985 | | Year End Fair Value of Unvested Equity Awards Granted in the Year | 10,006,426 | 8,586,920 | 4,300,410 | 1,262,233 | 3,987,938 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 5,498,770 | (7,522,254) | (2,621,274) | (757,752) | (66,156) | | 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 | 1,972,178 | (5,289,776) | (912,685) | (683,796) | (26,797) | | 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) | 9,244,007 | (17,357,177) | (5,273,298) | (2,770,313) | (97,551) |
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 13 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2026. The assumptions used were not materially changed from those described in Note 13 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 December 31, 2020, 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 2025. See Appendix A for a reconciliation of AOI to its most directly comparable GAAP financial measure.
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.