DEF 14A of System1, Inc., Jun 22, 2026

DEF 14A of System1, Inc.

Filed Jun 22, 2026 · FY20250001805833-26-000040

Open on EDGAR

  1. PROPOSAL 2: ELECTION OF THREE CLASS I DIRECTORS

    PROPOSAL 2: ELECTION OF THREE CLASS I DIRECTORS ü OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE CLASS I DIRECTOR NOMINEES LISTED BELOW.

  2. General

    General Our Board currently comprises seven (7) directors, excluding two (2) vacancies on the Board. Our certificate of incorporation, as amended (our “Certificate of Incorporation”) provides for a classified Board consisting of three classes of directors. Class I currently consists of three (3) directors, all of whom have been nominated and are standing for re-election at the Annual Meeting. Both Class II and Class III currently consists of two (2) directors each. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and qualification until the third annual meeting following their election. Vacancies on our Board may be filled only by an affirmative vote of a majority of the directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, serves for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board has nominated the three (3) individuals listed in the table below for election as Class I directors at the Annual Meeting. If our stockholders elect the nominees listed below, they will hold office until the annual meeting of stockholders in 2029 or until their successors have been duly elected and qualified. All nominees are currently serving on our Board and have consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for any nominees other than those named below. If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by our Board. If for any reason any of these nominees proves unable or unwilling to stand for election or ceases to qualify to serve as a director, our Board will nominate an alternate or reduce the size of our Board to eliminate any resulting vacancies. Our Board has no reason to believe that any of the nominees would prove unable to serve if elected. Pursuant to the Shareholders Agreement dated January 27, 2022, certain individuals or entities who maintain ownership of a specified percentage of the outstanding Common Stock may designate directors for election to the Board. We seek directors with a broad range of qualifications, skills, and experience that would enhance Board effectiveness and strengthen our Board’s ability to carry out its oversight role on behalf of stockholders. As further described below, we consider diversity broadly when evaluating potential directors and may also consider factors such as a candidate’s relevant academic expertise and business or career experience, including experience in corporate management or as a board member or executive officer of another publicly traded company, to be relevant. In addition, we seek directors who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature, independent business judgments.

  3. Recommendation of the Board of Directors

    Recommendation of the Board of Directors Our Board of Directors unanimously recommends that the stockholders vote FOR the election of the three (3) Class I director nominees, Michael Blend, Caroline Horn and Taryn Naidu. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of all the director nominees.

  4. Recommendation of the Board of Directors

    | ELECTION OF THREE CLASS I DIRECTORS | ü | OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH DIRECTOR NOMINEE |

  5. Information About Our Director Nominees

    Information About Our Director Nominees The following table and biographical information sets forth certain information about the director nominees. Such information is current as of June 18, 2026. The information presented below for each director nominee includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should be nominated to serve on our Board of Directors in light of our business.

  6. Information About Our Director Nominees

    | Name | Age | Position | Director Since | | Michael Blend | 58 | Chairman and Chief Executive Officer | 2013 | | Caroline Horn | 56 | Director | 2022 | | Taryn Naidu | 48 | Director | 2023 |

  7. Information About Our Board of Directors

    Information About Our Board of Directors Our nominees for election as directors at our Annual Meeting are all currently serving as members of our Board. Information about each such nominee is set forth in the section above titled “Information About Our Director Nominees” and is incorporated into this section by reference.

  8. Information About Our Board of Directors

    | Name | Age | Term Expires | Position | Director Since | | Charles Ursini | 50 | 2027 | Director, President and Chief Operating Officer | 2024 | | John Civantos | 56 | 2028 | Director | 2022 | | Tanmay Kumar | 37 | 2028 | Director | 2023 | | Moujan Kazerani | 51 | 2027 | Director | 2022 |

  9. Information About Our Board of Directors

    Michael Blend is System1’s co-founder and has served as System1’s chief executive officer since February 2021, and chairman of our Board of Directors (including our predecessor entities, OpenMail/S1 Holdco) since September 2013. Prior to System1, Mr. Blend was President/COO of Leaf Group Ltd., which he joined when Leaf Group acquired his data company, Hotkeys, in 2006. Prior to Hotkeys, Mr. Blend was vice president, corporate development for Jawbone from 2001 to 2003 and for Wedding Channel (acquired by The Knot) from 1999 to 2001. Mr. Blend currently serves on the board of directors of Wellful and the Stephenson Global Pancreatic Cancer Research Institute and has previously served on the board of directors of leading digital marketing and technology companies, including Dynata, Data Axle, among others. Mr. Blend was also the chairman of the board of Stuff Media from 2016 until it was acquired by iHeart Media in 2018. Mr. Blend was the EY National Entrepreneur of the Year for Media, Entertainment & Communications in 2018, together with System1’s other co-founder, Charles Ursini. Mr. Blend received his JD from The University of Chicago, and holds a bachelor’s degree in mathematics from Duke University. We believe Mr. Blend is qualified to serve on the System1 Board of Directors because of his extensive business and leadership experience in the digital advertising and technology industries. Charles Ursini has been a member of our Board of Directors since April 2024. Mr. Ursini was a Co-Founder of the Company’s predecessor business, and currently serves as the Company’s President & Chief Operating Officer. Previously, Mr. Ursini served as the Company’s first chief executive officer from its initial founding as OpenMail in 2014 until 2019, and also served as a Director of OpenMail/S1 Holdco (the Company’s predecessor entities) until January 2022, when the Company’s business combination with Trebia Acquisition Corp. was consummated. Prior to System1, Mr. Ursini served in various roles at Leaf Group Ltd. (formerly Demand Media, Inc.) where he oversaw several business units including B.I., Analytics, Monetization & Optimization, and Demand Studios, and most recently held the position of Executive Vice President, Platforms. Prior to Leaf Group/Demand Media, Mr. Ursini was an analyst at Amazon, and started his career as a bond trader at Morgan Stanley and UBS. Mr. Ursini was the EY National Entrepreneur of the Year for Media, Entertainment & Communications in 2018, together with System1’s other co-founder, Michael Blend. Mr. Ursini received a BBA in Finance & Accounting from Washington State University and his MBA from the University of Southern California. We believe Mr. Ursini is qualified to serve on the System1 Board because of his substantial operational and executive experience in the digital advertising and technology industries. Mr. Ursini was nominated for appointment to the Board as one of the Management Founders’ two permitted designees to serve on the Company’s Board pursuant to the Shareholders Agreement. John Civantos has been a member of our Board of Directors since February 2022. Mr. Civantos has been a Managing Partner at Grove Point Capital since October 2025. Prior to Grove Point Capital, Mr. Civantos was a Senior Partner at Avance Investment Management from April 2022 to May 2025. From August 2020 to March 2022, Mr. Civantos served as Co-Head of Private Capital Group at MSD Partners, L.P. Prior to MSD Partners, Mr. Civantos served as a Managing Partner and was a member of the Investment Committee at Court Square Capital Partners, a U.S. middle market private equity firm, where he worked from April 2004 to March 2019. At Court Square Capital Partners, Mr. Civantos was primarily involved in the firm’s efforts investing in the Business Services and Technology sectors. Mr. Civantos received his BA from Duke University and his MBA from the Wharton School of the University of Pennsylvania. He also holds an M.A. in International Affairs from the Johns Hopkins School of Advanced International Studies. We believe Mr. Civantos is qualified to serve on the System1 Board of Directors because of his extensive financial and investing experience. Tanmay Kumar has served as a member of our Board of Directors since August 2023. Mr. Kumar has over 12 years of investment and financial experience, and is currently an investment analyst and managing partner of East Prospect LP. Prior to East Prospect, Mr. Kumar was an investment professional and Partner at Bridgeport Partners and a Principal on the investment team at Motive Partners. Prior to Motive Partners, Mr. Kumar was an investment professional at Wafra, Inc., in the Alternative Investments Division. Prior to Wafra, Mr. Kumar was an investment professional at Phillips Academy Andover in the school’s Investment Office. Mr. Kumar serves as an advisor to Jiko Group, Inc., a technology company that owns and operates an OCC-chartered national bank and a registered broker-dealer. Mr. Kumar received a bachelor of arts in economics from New York University and is a CFA charterholder. We believe Mr. Kumar is qualified to serve on the System1 Board of Directors because of his extensive financial and investing experience. Caroline Horn has served as a member of our Board of Directors since January 2022 in connection with the closing of the Business Combination. Ms. Horn has been a Partner of Andreessen Horowitz since April 2012 where she provides strategic advice to portfolio founders and CEOs on how to assess, hire, develop and retain the best executive talent. Additionally, Ms. Horn has served as an advisor at Strava since April 2014 where she provides strategic advice on hiring and people related issues. Previously, Ms. Horn served as an Executive Recruiting Manager and Executive Recruiter for Global Leadership for Google, Inc. (NYSE: GOOGL) from September 2004 to April 2012. Ms. Horn holds a bachelor’s degree in Anthropology from Dartmouth College. We believe Ms. Horn is qualified to serve on the System1 Board of Directors because of her leadership experience and expertise in company scaling and technology sectors. Taryn Naidu has served as a member of our Board of Directors since August 2023. Mr. Naidu brings more than 20 years of entrepreneurial and executive experience across multiple technology-based industries serving as both CEO and COO. Mr. Naidu currently serves as a Partner & Executive Officer at Arrington Capital, which he has served since 2023. Prior to Arrington Capital, Mr. Naidu served as the COO at Rigetti Computing from 2019 to 2022, where he was instrumental in the business operations as well as leading multiple financing rounds for the company, including its public offering through a deSPAC merger. Prior to Rigetti Computing, Mr. Naidu was the CEO and a member of the Board of Directors of Rightside Group Ltd. upon its business separation from Leaf Group Ltd. in 2014, where he led one of the leading domain services companies until its sale to Identity Digital in 2017. Mr. Naidu received a B.Sc. in computer science from the University of Regina. We believe Mr. Naidu is qualified to serve on the System1 Board of Directors because of his substantial leadership experience and media expertise.

  10. Information About Our Board of Directors

    Moujan Kazerani has been a member of our Board of Directors since January 2022. She has been a Founding Partner of Stibel Investments since co-founding it in December 2010, and Bryant Stibel since co-founding it in November 2013. Previously, Ms. Kazerani served as General Counsel, Chief Compliance Officer & Head of HR and Culture at Dun & Bradstreet Credibility Corporation and later as Leader of Global Corporate Strategy for D&B from September 2010 to July 2017. Prior to D&B, Ms. Kazerani served as General Counsel & Secretary at Zag.com which launched and merged with TrueCar, Inc. from November 2006 to September 2010, and advised on the company’s compensation and audit committees of the board. Ms. Kazerani started her career as a corporate associate at Gibson, Dunn & Crutcher LLP. Ms. Kazerani currently serves on the board of directors of Revenue.IO. She received her JD from The UCLA School of Law and holds a bachelor’s degree in psychology from U.C. Berkeley. We believe Ms. Kazerani is qualified to serve on the System1 Board because of her substantial operational and executive experience.

  11. Director Compensation

    Director Compensation The information contained in “Executive and Director Compensation—Director Compensation” is incorporated herein by reference.

  12. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. In 2025, our “named executive officers” and their positions were as follows: •Michael Blend, Chief Executive Officer •Charles Ursini, Chief Operating Officer •Tridivesh Kidambi, Chief Financial Officer •Marc Mezzacca, President, CouponFollow Mr. Blend did not receive any cash compensation from us during 2025 or 2024. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

  13. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024:

  14. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Blend | 2025 | — | — | 601,490 | — | 34,843 | 636,333 | | Chief Executive Officer | 2024 | — | — | 2,355,541 | — | 32,812 | 2,388,353 | | Charles Ursini | 2025 | 450,000 | — | 2,994,365 | — | 29,974 | 3,474,339 | | Chief Operating Officer | 2024 | — | — | 2,355,541 | — | 21,678 | 2,377,219 | | Tridivesh Kidambi | 2025 | 450,000 | 142,135 | 612,967 | 211,800 | 34,057 | 1,450,959 | | Chief Financial Officer | 2024 | 450,000 | 303,508 | 800,551 | 150,000 | 31,794 | 1,735,853 | | Marc Mezzacca | 2025 | 300,000 | — | 90,050 | 9,123,003 | 36,001 | 9,549,054 | | President, CouponFollow | 2024 | 35,568 | — | 2,448,709 | 41,512 | 34,019 | 2,559,808 |

  15. 2025 Summary Compensation Table

    _______________ (1)For fiscal year 2025, amounts reflect (i) for Mr. Kidambi, three spot bonuses totaling $142,135 paid in recognition of his performance throughout the year. (2)For fiscal year 2025, amounts reflect (i) for Mr. Blend, the incremental fair market value of the modified stock appreciation rights granted in 2024 and modified in 2025 (ii) for Mr. Ursini, the incremental fair market value of the modified stock appreciation rights granted in 2024 modified in 2025 and the grant-date fair market value of restricted stock units granted in 2025 (iii) for Mr. Kidambi, the incremental fair market value of the modified stock appreciation rights granted in 2024 and modified in 2025 and the grant-date fair market value of restricted stock units and stock appreciation rights granted in 2025, and (iv) for Mr. Mezzacca, the grant-date fair market value of stock appreciation rights granted in 2025. For additional information on the amounts described in this subscript 2, see “Stock Awards” below. (3)For fiscal year 2025, amounts reflect (i) for Mr. Kidambi, an annual bonus of $211,800 based on our 2024 operating and financial performance, including our annual adjusted EBITDA performance, as well as individual performance and (ii) for Mr. Mezzacca, the cash settlement of fixed and performance-based earnouts in connection with the Company’s acquisition of CouponFollow in 2022. For additional information on the amounts described in this subscript 3, see “2025 Cash Incentive Compensation” below. (4)For fiscal year 2025, all other compensation consisted of (i) for Messrs. Blend and Ursini, Company payment of their health and welfare benefit plan premiums and (ii) for Mr. Kidambi, an employer-match contribution to our 401(k) plan in the amount of $21,000; a fitness stipend in the amount of $180; and Company payment of his health and welfare benefit plan premiums in the amount of $12,877 and (iii) for Mr. Mezzacca, Company payment of his health and welfare benefit plan premiums in the amount of $34,843; and a technology stipend of $1,158.

  16. Outstanding Equity Awards At Fiscal Year End

    Outstanding Equity Awards At Fiscal Year End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards held by Messrs. Blend, Ursini, Kidambi, and Mezzacca as of December 31, 2025:

  17. Outstanding Equity Awards At Fiscal Year End

    | | | Stock Awards | | | | | Name and Grant Date | Type of Award | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (2) | | Michael Blend | | | | | | | 7/1/2024 | SARs-Tranche II | | | 62,500 | $158,750 | | 7/1/2024 | SARs-Tranche III | | | 62,500 | 191,875 | | 7/1/2024 | SARs-Tranche IV | | | 62,500 | 200,000 | | Total | | | | 187,500 | $550,625 | | Charles Ursini | | | | | | | 7/1/2024 | SARs-Tranche II | | | 62,500 | $158,750 | | 7/1/2024 | SARs-Tranche III | | | 62,500 | 191,875 | | 7/1/2024 | SARs-Tranche IV | | | 62,500 | 200,000 | | 7/29/2025 | RSU (3) | 337,500 | $1,323,000 | | | | Total | | 337,500 | $1,323,000 | 187,500 | $550,625 | | Tridivesh Kidambi | | | | | | | 5/10/2022 | RSU (4) | 625 | $2,450 | | | | 7/18/2024 | RSU (3) | 4,189 | 16,421 | | | | 7/1/2024 | SARs-Tranche II | | | 17,500 | $44,450 | | 7/1/2024 | SARs-Tranche III | | | 17,500 | 53,725 | | 7/1/2024 | SARs-Tranche IV | | | 17,500 | 56,000 | | 7/29/2025 | SARs-Tranche II | | | 5,000 | 19,550 | | 7/29/2025 | SARs-Tranche III | | | 5,000 | 25,400 | | 7/29/2025 | SARs-Tranche IV | | | 5,000 | 26,200 | | 7/29/2025 | RSU (3) | 50,000 | 196,000 | | | | Total | | 54,814 | $214,871 | 67,500 | $225,325 | | Marc Mezzacca | | | | | | | 7/29/2025 | SARs-Tranche II | | | 5,000 | $19,550 | | 7/29/2025 | SARs-Tranche III | | | 5,000 | 25,400 | | 7/29/2025 | SARs-Tranche IV | | | 5,000 | 26,200 | | Total | | | | 15,000 | $71,150 |

  18. Outstanding Equity Awards At Fiscal Year End

    (1)Amounts shown were determined by multiplying the number of shares or units shown in the table by the closing price of our common stock on December 31, 2025 (the last trading day of our last completed fiscal year) of $3.92 per share. (2)Amounts shown for the 7/1/2024 SARs Grant were determined by multiplying the number of awards shown in the table by the modified fair market value of the SARs on June 10, 2025 (the date of the modification) of $2.54 for Tranche II, $3.07 for Tranche III, and $3.20 for Tranche IV. Amounts shown for the 7/29/2025 SARs Grant were determined by multiplying the number of awards shown in the table by the grant-date fair market value of the SARs on July 29, 2025 of $3.91 for Tranche II, $5.08 for Tranche III, and $5.24 for Tranche IV. (3)Represents restricted stock units that are scheduled to vest (or did vest, as applicable) as to (i) thirty-three percent (33%) on the first anniversary of the vesting commencement date and (ii) one-eight (1/8th) of the remaining RSUs vest on each quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the executive’s continued service through the applicable vesting date. (4)Represents restricted stock units that are scheduled to vest (or did vest, as applicable) as to (i) five percent (5%) on the first anniversary of the vesting commencement date, (ii) eleven and one-quarter percent (11.25%) on the next four (4) quarterly anniversaries of the vesting commencement date, and (iii) six and one-quarter percent (6.25%) on the next eight (8) quarterly anniversaries of the vesting commencement date thereafter, in each case, subject to the executive’s continued service through the applicable vesting date.

  19. Pay versus performance

    Pay versus performance We are a “smaller reporting company” and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies. Under the scaled disclosure obligations, we are not required to provide, among other things, a Compensation Discussion and Analysis, a compensation committee report and certain other tabular and narrative disclosure related to executive compensation, tabular list of financial performance measures, and the table below (i) only includes the requisite information for two years, and (ii) does not include information with respect to peer total stockholder return (“TSR”). We refer to all the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, we believe you should consider: •The information in columns (b) and (d) of the PVP Table comes directly from this year’s Summary Compensation Table, without adjustment, calculated in the manner as required under SEC rules for such table; •As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, we believe these CAP amounts do not entirely reflect the final compensation that our NEOs actually earned for their service in the Covered Years, respectively. Instead, in accordance with the SEC’s PVP rules the amounts represent a combination of realized pay (primarily for cash amounts and equity that vested in the applicable Covered Year) and realizable or accrued pay as of the last day of the applicable Covered Year (primarily for equity awards that are unvested or vested but unexercised). As a result, we urge investors to use caution when evaluating CAP amounts, as they are calculated in a manner different than any information that we may have presented before; and •As required by the SEC’s PVP rules, we provide information in the PVP Table below about generally accepted accounting principles (“GAAP”) net income results prepared in accordance with (the “External Measures”) during the Covered Years.

  20. Pay versus performance

    | Year | Summary compensation table total for Principal Executive Officer (“PEO”) (1) | Compensation actually paid to PEO (1) (2) | Average summary compensation table total for Non-PEO NEO's (1) | Average compensation actually paid to Non-PEO NEO's (1) (2) | Value of initial fixed $100 investment | Net Loss (4) | | 2025 | 636,333 | (301,310) | 4,824,784 | 4,219,242 | $17.57 | $(81,193,000) | | 2024 | 2,388,353 | 375,743 | 2,224,293 | 88,798 | $40.26 | $(97,298,000) |

  21. Pay versus performance

    (1) The PEO and the non-PEO NEOs for each year are as follows: •Michael Blend (PEO) •Charles Ursini (Non-PEO) •Tridivesh Kidambi (Non-PEO) •Marc Mezzacca (Non-PEO) (2) The dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid to the PEO:

  22. Pay versus performance

    | Year | Summary compensation table total for PEO | Less: Summary compensation table reported value of equity awards (a) | Plus: Equity award adjustments (b) | Equals: Compensation actually paid to PEO | | 2025 | 636,333 | 601,490 | (336,153) | (301,310) | | 2024 | 2,388,353 | 2,355,541 | 342,931 | 375,743 |

  23. Pay versus performance

    (a) Represents the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary Compensation Table” for the applicable year. (b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  24. Pay versus performance

    | Year | Year end fair value of outstanding and unvested equity awards granted in the covered year | Year over year change in fair value of outstanding and unvested equity awards granted in prior years | Vesting date fair value of equity awards granted in the covered year that vested in the covered year | Change in fair value of equity awards granted in prior years that vested in the covered year (from prior year end to vesting date) | Fair value at the end of the prior year of equity awards that failed to vest in the covered year | Value of dividend equivalents accrued or other Earnings paid on stock awards not otherwise reflected in fair value | Total equity award adjustments | | 2025 | — | (66,253) | — | (140,703) | 129,197 | — | (336,153) | | 2024 | 342,931 | — | — | — | — | — | 342,931 |

  25. Pay versus performance

    The dollar amounts reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs (excluding the PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO) or each year to determine the compensation actually paid:

  26. Pay versus performance

    | Year | Average reported summary Compensation Table total for Non-PEO NEOs | Less: Summary compensation table average reported value of equity awards | Plus: Average equity award adjustments (c) | Equals: Average compensation actually paid to Non-PEO NEOs | | 2025 | 4,824,784 | 1,232,461 | 626,919 | 4,219,242 | | 2024 | 2,224,293 | 1,868,267 | (267,228) | 88,798 |

  27. Pay versus performance

    (c) The amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than “Total Average Equity Award Adjustments” are rounded to the nearest dollar):

  28. Pay versus performance

    | Year | Average year end fair value of outstanding and unvested equity awards granted in the covered year | Average year over year change in fair value of outstanding and unvested equity awards granted in prior years | Vesting date fair value of equity awards granted in the covered year that vested in the covered year | Average change in fair value of equity awards granted in prior years that vested in the covered year (from prior year end to vesting date) | Average fair value at the end of the prior year of equity awards that failed to vest in the covered year | Value of dividend equivalents accrued or other Earnings paid on stock awards not otherwise reflected in fair value | Total average equity award adjustments | | 2025 | 917,369 | (28,268) | 6,292 | (60,033) | 208,441 | — | 626,919 | | 2024 | 174,001 | — | — | — | 441,229 | — | (267,228) |

  29. Pay versus performance

    (3) In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (4) Represents the amount of net loss reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. The Company’s net comprehensive loss for the years ended December 31, 2025 and 2024 was approximately $80,841,000 and $97,798,000, respectively. One objective of the “Pay Versus Performance Table” is to illustrate how performance-based features in our executive compensation program operate to index pay to performance. As further explained below, we believe that the table reflects an alignment of compensation actually paid with the decline in the Company’s performance.

  30. Compensation Actually Paid versus Company Net Loss

    Compensation Actually Paid versus Company Net Loss As outlined in the table, decreases in the compensation values for our PEO and non-PEO NEOs occurred from 2024 through 2025, while the net losses decreased for same period. The decrease in compensation actually paid from 2024 to 2025 is primarily the result of the structuring of the compensation arrangements for the PEO and non-PEOs. During 2025, the value of stock awards decreased significantly. As such, there was a reduction in their compensation actually paid. We are primarily focused on shareholder value creation and, accordingly, we have not historically used net income (loss) as a performance measurement in our executive compensation. Therefore, while the Board of Directors monitors our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

  31. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following individuals served as our non-employee directors in 2025: Ryan Caswell, John Civantos, Dexter Fowler, Caroline Horn, Moujan Kazerani, Tanmay Kumar, Frank Martire, Jennifer Prince and Taryn Naidu. Mr. Fowler and Ms. Prince voluntarily resigned from our Board of Directors effective April 2025 and Messrs. Caswell and Martire voluntarily resigned from our Board of Directors effective December 2025 and January 2026, respectively. We maintain a Non-Employee Director Compensation Program, which was amended and restated for the one-year period following the Company’s 2025 annual meeting of stockholders, the terms of which are further discussed below under “Director Compensation Program”. Pursuant to the Amended and Restated Non-Employee Director Compensation Program, we paid cash retainers payable quarterly in arrears for service on the board and on the various committees of the board (described in further detail below), and we also awarded restricted stock units covering shares of our Class A Common Stock to our non-employee directors during fiscal year 2025 (i) upon their re-election to the Board (in the case of our Class III Directors, including Messrs. Caswell, Civantos and Kumar) at the Company’s annual meeting of shareholders held in June 2025 and (ii) in connection with their continued service on the Board (in the case of our non-employee Class I and Class II Directors, including Mses. Horn and Kazerani and Messrs. Naidu). Twenty-five percent of the restricted stock units subject to each such award vested commencing on September 15, 2025 and each quarterly anniversary thereafter through June 15, 2026, subject to the applicable non-employee director’s continued service through the applicable vesting date. On April 15, 2025, Mr. Dexter Fowler and Ms. Jennifer Prince voluntarily resigned from the Board and the Board sized was reduced from eleven directors to nine directors. On December 1, 2025, Mr. Ryan Caswell and on January 9, 2026, Mr. Frank Martire voluntarily resigned from the Board. The table below summarizes the value of the compensation we paid to our non-employee directors during the year ended December 31, 2025, which was paid in the form of restricted stock units and cash awarded under the Company’s Non-Employee Director Compensation Program:

  32. 2025 DIRECTOR COMPENSATION

    | Name | Stock Awards (1) | Fees Earned or Paid In Cash (2) | Total | | John Civantos | $93,300 | $40,000 | $133,300 | | Dexter Fowler (3) | 93,300 | 30,000 | 123,300 | | Caroline Horn | 93,300 | 45,000 | 138,300 | | Moujan Kazerani | 93,300 | 70,000 | 163,300 | | Tanmay Kumar | 93,300 | 80,000 | 173,300 | | Frank Martire (4) | 93,300 | 30,000 | 123,300 | | Taryn Naidu | 93,300 | 60,000 | 153,300 | | Jennifer Prince (3) | 93,300 | 30,000 | 123,300 | | Ryan Caswell (3) | 93,300 | 30,000 | 123,300 |

  33. 2025 DIRECTOR COMPENSATION

    __________________ (1)Amounts reflect the full grant-date fair value of restricted stock units granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our directors in Note 13 - Stock-Based Compensation to our annual consolidated financial statements. (2)Amounts reflect the full cash compensation granted including committee fees, rather than the amounts paid to or realized by the named individual. (3)Renounced their non-employee director positions in 2025. (4)Renounced their non-employee director positions in 2026. The aggregate unvested restricted stock units held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025 were as follows: John Civantos - 7,500; Caroline Horn - 7,500; Moujan Kazerani - 7,500; Tanmay Kumar - 7,500; Frank Martire - 7,500; and Taryn Naidu - 7,500. Additionally, we reimbursed our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees, as well as for certain expenses incurred in connection with attending corporate governance programs.

  34. Director Compensation Program

    Director Compensation Program Commencing with the Company’s annual stockholders meeting in 2025, eligible directors are entitled to receive cash and equity compensation for their service on the Board under the Amended and Restated Non-Employee Director Compensation Program as follows: 1.Annual Equity Awards. The Company will grant an award of restricted stock units in an amount equal to $120,000 divided by the greater of (i) the closing price of the Company’s common stock on the Effective Date or the date of the Annual Meeting (as applicable) or (ii) $10.00 per share to each eligible director who is serving on the Board as of the date of the Company’s annual stockholders meeting or who is initially elected or appointed to serve on the Board at such annual meeting and, in either case, who will continue to serve on the Board immediately following such annual meeting. 2.Initial Equity Awards. For eligible directors initially elected or appointed to serve on the Board after the Company’s annual stockholders meeting (and other than on the date of an annual meeting), the Company will grant an award of restricted stock units in an amount equal to $150,000, multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from the immediately preceding annual stockholders meeting date through the appointment or election date and (b) the denominator of which is 365, divided by the greater of (i) the closing price of the Company’s common stock on the Effective Date or the date of the Annual Meeting (as applicable) or (ii) $10.00 per share. 3.Annual Cash Retainer. The Company will pay to each eligible director who is serving on the Board as of the date of the Company’s annual stockholders meeting or who is initially elected or appointed to serve on the Board at such annual meeting and, in either case, who will continue to serve on the Board immediately following such annual meeting shall be entitled to receive a cash retainer of $60,000 per annum payable quarterly in arrears. 4.Initial Cash Retainer. For eligible directors initially elected or appointed to serve on the Board after the Company’s annual stockholders meeting (and other than on the date of an annual meeting), the Company shall be entitled to receive a cash retainer of $60,000 multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from the immediately preceding annual stockholders meeting date through the appointment or election date and (b) the denominator of which is 365 per annum, payable quarterly in arrears over the remaining term until the next annual stockholders meeting. 5.Committee Cash Retainers. The Company shall pay to eligible directors serving on a committee of the Board additional cash retainers as follows (prorated for any partial year of service): 1.Audit Committee Cash Retainer. An eligible director who serves as Chairperson of the Audit Committee shall be entitled to receive a cash retainer of $50,000 for such service and an eligible director serving as a member of the Audit Committee (other than the Chairperson) shall be entitled to receive an additional cash retainer of $20,000 for such service. 2.Compensation Committee Cash Retainer. An eligible director who serves as Chairperson of the Compensation Committee shall be entitled to receive a cash retainer of $20,000 for such service and an eligible director serving as a member of the Compensation Committee (other than the Chairperson) shall be entitled to receive an additional cash retainer of $10,000 for such service. 3.Nominating and Corporate Governance Committee Cash Retainer. An eligible director who serves as Chairperson of the Nominating and Corporate Governance Committee shall be entitled to receive a cash retainer of $15,000 for such service and an eligible director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall be entitled to receive an additional cash retainer of $10,000 for such service. Each award vests as to twenty-five percent (25%) of the award on each of the first three (3) quarterly anniversaries of the applicable grant date, and as to the remaining twenty-five percent (25%) of the award on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next annual meeting of stockholders following the grant date, subject to the applicable eligible director’s continued service on the Board (or a committee of the Board, as applicable). All awards of the Amended and Restated Non-Employee Director Compensation Program will be granted under, and shall be subject to the terms and provisions of the Award Plan.