DEF 14A of GoodRx Holdings, Inc., Apr 25, 2024

DEF 14A of GoodRx Holdings, Inc.

Filed Apr 25, 2024 · FY20230001809519-24-000062

Open on EDGAR

  1. Compensation Governance and Best Practices

    | What We Do | | What We Do Not Do | | ✓ | Retain an independent compensation consultant who advises the Compensation Committee and provides no other services to the Company.X | Do not grant uncapped cash incentives or guaranteed equity compensation. | | ✓ | Annual review of executive officers' compensation and competitive market dataX | Do not provide guaranteed minimum bonuses for our executive officers. | | ✓ | Emphasize the use of equity compensation for executive officers, to promote retention and reward long-term value creation.X | Do not provide significant perquisites. | | ✓ | Require minimum stock ownership levels for all executive officers to align the interests of our executive officers with the interests of our stockholders.X | Do not allow hedging or pledging of stock. | | ✓ | Maintain a Nasdaq and SEC-compliant clawback policy for all executive officers.X | Do not have defined benefit pension plans or supplemental executive retirement plans. |

  2. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist the committee by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from the Compensation Committee’s annual executive compensation review. The compensation consultant reports directly to our Compensation Committee and its Chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. For 2023, our Compensation Committee retained Pay Governance to serve as its external compensation consultant to advise on executive and director compensation matters, including competitive market pay practices for our executive officers, and data analysis and selection of our compensation peer group. During 2023, Pay Governance attended Compensation Committee meetings and advised on executive compensation matters including: •Developing an updated executive compensation peer group; •Conducting a competitive market assessment of the compensation opportunities for our executive officers and independent directors; •Reviewing and summarizing equity compensation practices among our peers; •Assisting with the development of our go-forward equity compensation strategy; •Conducting competitive market assessment of executive severance and change-in-control provisions; •Summarizing peer practices for short-term incentive plan design; •Providing inputs regarding the Compensation Committee’s charter; •Providing inputs for the new clawback policy; and •Reviewing other compensation trends and regulatory developments.

  3. Competitive Position

    Competitive Position For the purpose of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group generally consists of companies that are similar to us in terms of industry, revenue and market capitalization. In selecting the companies to include in our compensation peer group for 2023, the Compensation Committee considered the following targeted selection criteria:

  4. Peer Group

    Peer Group The companies in our compensation peer group developed in 2023 consisted of the following companies:

  5. Peer Group

    | 23andMe Holding Co. | HealthEquity, Inc. | | Accolade, Inc. | Hims & Hers Health, Inc. | | Affirm Holdings, Inc. | Marqeta, Inc. | | Alignment Healthcare, Inc. | MultiPlan Corp. | | AppFolio, Inc. | Nextgen Healthcare, Inc. | | Asana, Inc. | Sharecare, Inc. | | CarGurus, Inc. | Squarespace, Inc. | | Doximity, Inc. | Teladoc Health, Inc. | | EngageSmart, Inc. | Vertex, Inc. | | EverCommerce, Inc. | ZipRecruiter, Inc. |

  6. Peer Group

    For purposes of 2023 compensation decisions, we modified our compensation peer group to remove eight companies, primarily because their revenue and/or market capitalization was outside the criteria range, and add eight companies whose market capitalization and/or revenue satisfied the peer group selection criteria. The tables below illustrate the specific changes to the peer group. Companies removed from the peer group:

  7. Peer Group

    | American Well Corp | Sharecare, Inc. | | Dropbox, Inc. | Signify Health, Inc. | | Etsy, Inc. | Sofi Technologies, Inc. | | New Relic, Inc. | Upstart Holding, Inc. |

  8. Peer Group

    Companies added to the peer group:

  9. Peer Group

    | 23andMe Holding Co. | EngageSmart, Inc. | | Accolade, Inc. | EverCommerce, Inc. | | AppFolio, Inc. | Hims & Hers Health, Inc. | | CarGurus, Inc. | Vertex, Inc. |

  10. Elements of the Company’s Executive Compensation Program

    Elements of the Company’s Executive Compensation Program We design each of the principal components of our executive compensation program to fulfill one or more of the principles and objectives of our compensation philosophy described above. For the year ended December 31, 2023, the compensation of our named executive officers generally consisted of: •Base salary; •Annual performance-based cash bonus opportunities; and •Long-term equity incentive compensation. In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. Additionally, certain of the employment arrangements entered into with our named executive officers contain severance and/or change-in-control protections, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2023 is described further below.

  11. Cash Bonus Compensation

    Cash Bonus Compensation Annual Cash Incentive Program Compensation under our annual performance-based cash bonus program ("executive bonus plan"), if any, is earned and granted under the terms of our 2020 Incentive Award Plan (the “2020 Plan”). We award annual performance-based cash bonus compensation from time to time to drive the achievement of key short-term business results and to recognize individuals based on their contributions to those results. The executive bonus plan provides executives, including our named executive officers, the opportunity to earn cash incentive bonuses based upon attainment of certain corporate, financial, or operational measures or objectives that we deem appropriate for the fiscal year. The corporate performance goals under the executive bonus plan are established by our Compensation Committee with the final attainment certified and bonus payment awarded by our Board, in each case with recommendation from the Compensation Committee. During 2023, Messrs. Hirsch, Bezdek, Voermann, Beri and Nagji participated in our executive bonus plan. Consistent with historical practice, Mr. Nabiey's cash incentive bonus for 2023 was based upon attainment of individual performance goals determined annually by his manager. We have not made any changes to the target bonus percentages in 2023 for our named executive officers. The following table sets forth the 2023 target bonuses of our currently-serving named executive officers:

  12. Cash Bonus Compensation

    | Named Executive Officer | Target Percentage of Base Salary | Target Bonus ($) | | Douglas Hirsch | 100% | $500,000 | | Trevor Bezdek | 100% | $500,000 | | Karsten Voermann | 100% | $450,000 | | Romin Nabiey(1) | 35% | $108,970 |

  13. Cash Bonus Compensation

    _____________________________ (1)Mr. Nabiey's target bonus was prorated based on his new salary rate effective April 1, 2023. Messrs. Beri and Nagji were not employed at the time 2023 bonus payments were made on March 15, 2024 and therefore were not entitled to, and did not receive, a bonus payment for 2023. Their target bonuses were equal to 100% of their annual base salaries.

  14. Table of Contents

    | Performance Goals | Metric Weight | Threshold % | Target % | Maximum % | 2023 Actual Achievement | 2023 Achievement of Target % | Weighted Payout % of Target Bonus | | Adjusted Revenue Growth(1) | 50.00% | 4.00% | 8.00% | 15.00% | —% | —% | —% | | Adjusted EBITDA Margin(2) | 50.00% | 27.00% | 28.40% | 31.00% | 28.60% | 100.70% | 53.82% | | Total | 100.00% | | | | | | 53.82% |

  15. Table of Contents

    | | | | | 2023 Payout Based on Actual Achievements | | | Named Executive Officer | Threshold | Target | Maximum | | | | Douglas Hirsch | $— | $500,000 | $1,000,000 | 53.82% | $269,120 | | Trevor Bezdek | $— | $500,000 | $1,000,000 | 53.82% | $269,120 | | Karsten Voermann | $— | $450,000 | $900,000 | 53.82% | $242,208 |

  16. Table of Contents

    Mr. Nabiey Mr. Nabiey was eligible to earn a cash incentive bonus based upon his achievement of pre-established individual performance goals set by his direct manager, Mr. Voermann. Mr. Nabiey’s pre-established individual performance goals were qualitative in nature and related to (i) issuing accurate, reliable, and timely periodic reports, receiving unqualified opinions on related audits and reviews, and maintaining tax compliance across the organization, (ii) developing the Company's financial infrastructure to support various business units with analytics and actionable insights enhancing the Company's control environment, (iii) maintaining an effective control environment as evidenced by an unqualified opinion on internal controls, (iv) efficiently and effectively coordinating with the Audit Committee, and (v) supporting activities across investor relations, treasury/capital markets, and financial planning and analysis matters, with each of the aforementioned five goals representing 20% of his target bonus opportunity. Achievement of Mr. Nabiey’s bonus could range from 0% to 150% of his target bonus, with the actual bonus amount paid to Mr. Nabiey based on Mr. Nabiey’s achievement of his individual performance goals, as determined by Mr. Voermann. During calendar year 2023, Mr. Nabiey achieved 128% of the target bonus for his contributions and achievements in, among other things, the enhancement of the Company’s control environment, financial reporting processes and financial infrastructure as well as the successful acquisition and integration of an acquired business.

  17. Equity Compensation

    Equity Compensation We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our executives with our stockholders. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between company performance and pay. We historically have used stock option awards as the primary incentive for long-term compensation to our named executive officers because they are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, which generally is set at or above the fair market value of our Class A common stock as of the applicable grant date. Generally, the stock options we grant vest in equal monthly installments over four years, typically monthly following a one-year cliff, and in certain cases may vest monthly or quarterly during the four-year period, subject to the employee’s continued service with us on the vesting date. In connection with and following our IPO, we have also granted RSU awards to our named executive officers, which generally vest in equal quarterly installments over four years, either quarterly during the four-year period or quarterly following a one-year cliff, subject to the employee’s continued service with us on the vesting date. We maintain the 2020 Plan as the vehicle pursuant to which we may grant equity incentive compensation to our named executive officers. Prior to our IPO, we maintained the Fifth Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”), under which some of our named executive officers have been granted equity incentive compensation. 2023 Equity Grants The Compensation Committee considered market data provided by Pay Governance in determining its grant of equity awards to certain of our named executive officers in 2023. The Compensation Committee determines the amounts and form of equity awards granted to each of our named executive officers after considering individual performance, roles and responsibilities of such named executive officer, competitive factors, vested and unvested value of the equity awards held by such named executive officer, and timing of prior equity awards granted. In May 2023, the Board approved a new hire equity grant in the form of a stock option award to Mr. Wagner. In selecting 100% stock options as the form of the equity award, the Board took into consideration its desire to create a performance- based structure whereby the Interim Chief Executive Officer would only be rewarded to the extent value was created for our shareholders. In establishing the size of Mr. Wagner’s new hire grant, the Board considered factors including the importance of hiring an individual with Mr. Wagner’s skills and recent experience as a chief executive officer leading the transformation of a publicly traded technology company, competitive levels of annual compensation for chief executive officers among our peer group as well as the potential value of the award under a range of stock price performance scenarios over his initial one-year employment term.

  18. Table of Contents

    | Named Executive Officer | FY23 Equity | | | | Stock Options | Restricted Stock Units (1) | | Scott Wagner | $9,632,100(2) | $— | | Romin Nabiey | $1,000,000(3) | $1,000,000 | | Raj Beri | $2,500,000(3) | $2,500,000 |

  19. Table of Contents

    | SUMMARY COMPENSATION TABLE |

  20. Table of Contents

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Scott Wagner | 2023 | 511,538 | 219 | — | 9,632,100 | — | 669 | 10,144,526 | | Interim Chief Executive Officer | | | | | | | | | | Douglas Hirsch | 2023 | 500,000 | — | — | — | 269,120 | 15,736 | 784,856 | | Chief Mission Officer | 2022 | 500,000 | — | — | — | — | 7,290 | 507,290 | | Former Co-Chief Executive Officer | 2021 | 500,000 | — | — | — | 357,176 | 21,928 | 879,104 | | Trevor Bezdek | 2023 | 500,000 | 250 | — | — | 269,120 | 42,158 | 811,528 | | Chairman of the Board | 2022 | 500,000 | 571 | — | — | — | 36,434 | 537,005 | | Former Co-Chief Executive Officer | 2021 | 500,000 | 334 | — | — | 357,176 | 34,171 | 891,681 | | Karsten Voermann | 2023 | 450,000 | 163,105 | — | — | 242,208 | 46,929 | 902,242 | | Chief Financial Officer | 2022 | 439,000 | 205,395 | 4,541,371 | — | — | 49,294 | 5,235,060 | | | 2021 | 428,000 | 250 | — | — | 91,723 | 997 | 520,970 | | Romin Nabiey | 2023 | 311,250 | 55 | 1,120,395 | 1,000,000 | 140,000 | 12,187 | 2,583,887 | | Chief Accounting Officer | 2022 | 300,000 | — | 856,863 | 1,000,000 | 105,000 | 11,100 | 2,272,963 | | Raj Beri | 2023 | 500,000 | 500,218 | 2,800,989 | 2,500,000 | — | 14,242 | 6,315,449 | | Former Chief Operating Officer | 2022 | 305,128 | 808,446 | 8,651,064 | 7,200,000 | — | 515 | 16,965,153 | | Bansi Nagji | 2023 | 308,974 | 232 | 2,674,560 | 1,638,781 | — | 290,890 | 4,913,437 | | Former President, Healthcare | 2022 | 500,000 | — | — | — | — | 12,017 | 512,017 | | | 2021 | 500,000 | 148 | — | — | 357,176 | 9,641 | 866,965 |

  21. Table of Contents

    | Grants of Plan-Based Awards - Fiscal Year 2023 |

  22. Table of Contents

    | NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS |

  23. Table of Contents

    | OUTSTANDING EQUITY AWARDS AT YEAR-END |

  24. Table of Contents

    | OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023 |

  25. Table of Contents

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL |

  26. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our named executive officers, excluding Mr. Nagji, whose employment terminated on August 11, 2023, and whose termination payments and benefits are described below, and above under “Potential Payments Upon Termination or Change-in-Control”, upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2023 and based on their respective compensation arrangements in effect as of December 31, 2023. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the named executive officers during his employment that are available to all salaried employees. Amounts shown assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2020 Plan.

  27. Estimated Potential Payments

    | Name | Benefit | Death or Disability ($) | Termination Without Cause or for Good Reason (no Change in Control) ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Scott Wagner | Cash | 250,000 | 250,000 | — | 250,000 | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement (1) | 11,863 | 11,863 | — | 11,863 | | | Total (3) | 261,863 | 261,863 | — | 261,863 | | Douglas Hirsch | Cash | 416,667 | 416,667 | — | 416,667 | | | Equity Acceleration (2) | 1,719,187 | 5,157,553 | 5,157,553 | 5,157,553 | | | COBRA Premium Reimbursement (1) | 29,659 | 29,659 | — | 29,659 | | | Total (3) | 2,165,513 | 5,603,879 | 5,157,553 | 5,603,879 | | Trevor Bezdek | Cash | 416,667 | 416,667 | — | 416,667 | | | Equity Acceleration (2) | 1,719,187 | 5,157,553 | 5,157,553 | 5,157,553 | | | COBRA Premium Reimbursement (1) | 29,659 | 29,659 | — | 29,659 | | | Total (3) | 2,165,513 | 5,603,879 | 5,157,553 | 5,603,879 | | Karsten Voermann | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement | — | — | — | — | | | Total | — | — | — | — | | Romin Nabiey | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement | — | — | — | — | | | Total | — | — | — | — | | Raj Beri (4) | Cash | — | 1,000,000 | — | 1,000,000 | | | Equity Acceleration (2) | — | — | — | 6,948,208 | | | COBRA Premium Reimbursement (1) | — | 11,863 | — | 17,795 | | | Total (3) | — | 1,011,863 | — | 7,966,003 |

  28. Estimated Potential Payments

    _______________________________________ (1)Represents the estimated value of COBRA premium reimbursement based upon the monthly cost of such benefits to the Company as of December 31, 2023. (2)Represents the value of unvested time-based RSUs held by Messrs. Hirsch, Bezdek and Beri on December 31, 2023 that would be subject to accelerated vesting, based on the closing stock price of our common stock on December 30, 2023 ($6.70), the last trading day prior to our December 31, 2023 fiscal year end. (3)Amounts shown are the maximum potential payment the named executive officer would have received as of December 31, 2023, and do not take into account any potential reduction pursuant to Section 280G of the Internal Revenue Code best pay provision set forth in the named executive officer’s employment arrangement. Any such reduction, if any, would be calculated upon the named executive officer’s actual termination of employment. (4)Mr. Beri’s employment terminated on February 15, 2024. The payments and benefits received by Mr. Beri in connection with such termination are described above in “--Mr. Beri--2024 Separation of Service.”

  29. Termination Payments to Mr. Nagji

    | CHIEF EXECUTIVE OFFICER PAY RATIO |

  30. Table of Contents

    | PAY VERSUS PERFORMANCE |

  31. Pay Versus Performance Table

    Pay Versus Performance Table The following table discloses information on compensation actually paid ("CAP") to our principal executive officers ("PEOs") and the average CAP for non-PEO named executive officers ("Non-PEO NEOs") during the specified years alongside total shareholder return ("TSR") and net income metrics.

  32. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | | | Compensation Actually Paid to PEO (2) | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (6) ($) | Adjusted EBITDA (millions) (7) ($) | | | PEO (Wagner) ($) | PEO (Hirsch) ($) | PEO (Bezdek) ($) | PEO (Wagner) ($) | PEO (Hirsch) ($) | PEO (Bezdek) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (5) ($) | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 10,144,526 | 784,856 | 811,528 | 11,663,467 | 3,676,677 | 3,703,349 | 3,678,754 | 5,439,929 | 13.27 | 84.06 | (8.90) | 217.40 | | 2022 | — | 507,290 | 537,005 | — | (74,354,147) | (74,324,432) | 6,670,593 | 1,873,136 | 9.23 | 58.66 | (32.80) | 213.50 | | 2021 | — | 879,104 | 891,681 | — | (21,185,458) | (21,172,881) | 688,283 | (4,603,188) | 64.71 | 104.58 | (25.30) | 229.60 | | 2020 | — | 267,650,186 | 267,652,442 | — | 568,448,872 | 568,451,128 | 27,153,760 | 48,509,159 | 79.88 | 105.12 | (293.60) | 203.40 |

  33. Pay Versus Performance Table

    _______________________________________ (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Messrs. Wagner (our Interim Chief Executive Officer for 2023), Hirsch and Bezdek (our Co-Chief Executive Officers for each of 2020, 2021, 2022 and 2023) for each applicable fiscal year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation–Summary Compensation Table.” (2)The dollar amounts reported in column (c) represent the amount of CAP to Messrs.Wagner, Hirsch and Bezdek, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Wagner, Hirsch and Bezdek during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Wagner, Hirsch and Bezdek for each year to determine the CAP: Interim Chief Executive Officer – Mr. Wagner

  34. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Pension Benefit Adjustments | Compensation Actually Paid to PEO ($) | | 2023 | 10,144,526 | (9,632,100) | 11,151,041 | N/A | 11,663,467 |

  35. Pay Versus Performance Table

    Co-Chief Executive Officer – Mr. Hirsch

  36. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Pension Benefit Adjustments | Compensation Actually Paid to PEO ($) | | 2023 | 784,856 | — | 2,891,821 | N/A | 3,676,677 | | 2022 | 507,290 | — | (74,861,437) | N/A | (74,354,147) | | 2021 | 879,104 | — | (22,064,562) | N/A | (21,185,458) | | 2020 | 267,650,186 | (266,662,480) | 567,461,166 | N/A | 568,448,872 |

  37. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures Cumulative TSR of the Company and Cumulative TSR of the Peer Group The graph below illustrates the relationship between compensation actually paid to the Company’s PEOs, other Non-PEO NEOs, the cumulative TSR and the weighted peer group TSR of the Dow Jones Internet Services Index ("DJISVC") for the fiscal years ended December 31, 2020, 2021, 2022 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 at the close of the market on September 23, 2020 through December 31, 2023, and that all dividends paid by companies included in the index have been reinvested. The DJISVC TSR is calculated in a similar manner as the Company’s TSR.

  38. Table of Contents

    | DIRECTOR COMPENSATION |

  39. 2023 Director Compensation Program

    2023 Director Compensation Program We maintain a non-employee director compensation program (the “Director Compensation Program”), which provides for annual retainer fees and long-term equity awards for certain of our non-employee directors, which currently include Julie Bradley, Kelly J. Kennedy and Agnes Rey-Giraud (each, an “Eligible Director”). The Director Compensation Program consists of the following components: Cash Compensation •Annual Retainer: $30,000 •Annual Committee Chair Retainer: ◦Audit: $20,000 ◦Compensation: $15,000 ◦Nominating and Corporate Governance: $9,000 ◦Compliance: $9,000 •Annual Committee Member (Non-Chair) Retainer: ◦Audit: $8,000 ◦Compensation: $7,000 ◦Nominating and Corporate Governance: $4,000 ◦Compliance: $4,000 Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation •Initial Grant: Each Eligible Director who is initially elected or appointed to serve on the board of directors will be granted a restricted stock unit award with a value of approximately $420,000 on the date on which such Eligible Director is appointed or elected to serve on the Board. These initial grants will vest as to one-third of the shares underlying the grant on each of the first three anniversaries of the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. •Annual Grant: An Eligible Director who is serving on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted, on such annual meeting date, a restricted stock unit award with a value of approximately of $210,000. Each annual grant will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. In addition, each Initial Grant and Annual Grant will vest in full upon a change in control, other than a non-transactional change in control, of the Company (each as defined in the 2020 Plan).Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan.

  40. Director Compensation Table

    Director Compensation Table The following table sets forth information for 2023 regarding the compensation awarded to, earned by or paid to our non- employee directors who served on our Board during 2023. Messrs. Hirsch and Bezdek, who served as our Co-Chief Executive Officers during 2023, and continue to serve as employees of the Company, do not receive additional compensation for their service as directors, and therefore are not included in the director compensation table below. All compensation paid to Messrs. Hirsch and Bezdek is reported above in the “Summary Compensation Table.”

  41. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | Total ($) | | Christopher Adams | — | — | — | — | | Julie Bradley | 50,000 | 222,525 | — | 272,525 | | Dipanjan Deb | — | — | — | — | | Adam Karol | — | — | — | — | | Kelly J. Kennedy (2) | — | 448,634 | — | 448,634 | | Jacqueline Kosecoff (3) | 33,750 | — | 31,689(4) | 65,439 | | Stephen LeSieur | — | — | — | — | | Gregory Mondre | — | — | — | — | | Agnes Rey-Giraud | 47,000 | 222,525 | — | 269,525 |

  42. Director Compensation Table

    _______________________________________ (1)Amounts reflect the aggregate grant date fair value of RSUs granted in 2023, computed in accordance with the provisions of ASC Topic 718, Compensation - Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting and settlement of the RSUs. The assumptions that we used to calculate these amounts are discussed in Note 15 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. (2)Ms. Kennedy commenced service on our Board on December 21, 2023, and her compensation amount reflects the initial RSU award granted to her in connection with her appointment. (3)Ms. Kosecoff terminated service on our Board on June 30, 2023, and her compensation amounts reflect her partial year of service. (4)For Ms. Kosecoff, the amount reflects the incremental fair value of $31,689 resulting from a grant modification related to extension of the post- termination exercise period for her vested options in connection with her departure from the Company. The table below shows the aggregate numbers of shares of our Class A common stock subject to outstanding option awards (exercisable and unexercisable) and/or unvested RSUs held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023.

  43. Director Compensation Table

    | Name | Options Outstanding at Year End (#) | RSUs Outstanding at Year End (#) | | Christopher Adams | — | — | | Julie Bradley | — | 39,177 | | Dipanjan Deb | — | — | | Adam Karol | — | — | | Kelly J. Kennedy | — | 69,448 | | Jacqueline Kosecoff (1) | 30,000 | — | | Stephen LeSieur | — | — | | Gregory Mondre | — | — | | Agnes Rey-Giraud | 222,185 | 39,177 |

  44. Director Compensation Table

    _______________________________________ (1)Ms. Kosecoff’s service on our Board ended on June 30, 2023; however, in consideration of her ongoing services as an advisor, Ms. Kosecoff was granted an extension of the post-separation exercise period of her vested and exercisable non-qualified stock options to June 30, 2024.