DEF 14A of GoodRx Holdings, Inc., Apr 23, 2025

DEF 14A of GoodRx Holdings, Inc.

Filed Apr 23, 2025 · FY20240001809519-25-000063

Open on EDGAR

  1. 2024 Compensation Highlights

    2024 Compensation Highlights Consistent with our compensation philosophy, key compensation decisions for 2024 included the following: •Base Salaries and Target Annual Cash Incentive Opportunities. The 2024 base salaries and target bonuses for our named executive officers did not change from 2023, except for Mr. Nabiey. Effective February 15, 2024, Mr. Nabiey’s base salary was increased by approximately 4% to $328,000. •Annual Cash Incentives. For 2024, our Compensation Committee selected performance goals for our performance-based annual bonus program that were intended to promote our business plan and short-term goals, including with respect to Adjusted EBITDA Margin and Adjusted Revenue. In light of our achievement of each of the performance goals, the Compensation Committee determined to pay out annual bonuses to our participating named executive officers at 60.46% of target for Messrs. Wagner, Voermann, Bezdek and Nabiey. •Equity-Based Long-Term Incentives. In March 2024, pursuant to Mr. Voermann's employment agreement, he was granted nonqualified stock options ("stock options") and a restricted stock unit ("RSU") award covering shares of Class A common stock. In March 2024, as part of our annual process, we granted RSUs and stock options to Mr. Nabiey. In March 2024, pursuant to Mr. Wagner's amended employment agreement entered on March 13, 2024, he was granted RSUs and stock options. Due to the significant equity awards granted to Mr. Bezdek in connection with our IPO, the Compensation Committee determined not to grant any equity awards to him in 2024.

  2. 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. | | ✓ | Maintain a peer group for aligning pay opportunities with prevailing market competitive practicesX | 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 | No excise tax gross-ups in connection with change in control. | | ✓ | Require minimum stock ownership levels for all executive officers and directors to align their interests with the interests of our stockholders.X | Do not provide significant perquisites. | | ✓ | Maintain a clawback policy covering all executive officers.X | Do not allow hedging or pledging of stock. | | | X | Do not have defined benefit pension plans or supplemental executive retirement plans. |

  3. 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 and director compensation programs 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 2024, our Compensation Committee continued to retain Pay Governance to serve as its external compensation consultant to advise on executive and director compensation matters, including competitive market pay practices, and data analysis and selection of our compensation peer group. During 2024, 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 equity compensation strategy; •Conducting competitive market assessment of executive severance and change-in-control provisions; •Summarizing peer practices for short-term incentive plan design; •Reviewing the Compensation Committee’s charter; and •Reviewing other compensation trends and regulatory developments.

  4. Competitive Position

    Competitive Position For the purpose of assessing our executive compensation program 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 2024, the Compensation Committee considered the following targeted selection criteria:

  5. Peer Group

    Peer Group The companies in our compensation peer group for 2024 was unchanged from 2023 and consisted of the following companies:

  6. 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. |

  7. 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 fiscal year ended December 31, 2024, 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 2024 is described further below.

  8. Cash Bonus Compensation

    Cash Bonus Compensation 2024 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 2024, each of our named executive officers participated in our executive bonus plan. However, Mr. Nabiey's cash incentive bonus opportunity for 2024 was based upon attainment of both individual performance goals (determined annually by his manager) and executive bonus plan performance goals, weighted 25% and 75% respectively. For 2024, Mr. Nabiey's target bonus percentage was increased from 35% to 40% of his base salary. The following table sets forth the 2024 target bonuses of our named executive officers as of the end of fiscal year 2024:

  9. Cash Bonus Compensation

    | Named Executive Officer | Target Percentage of Base Salary | Target Bonus ($) | | Scott Wagner (1) | 100% | $602,000 | | Karsten Voermann | 100% | $450,000 | | Trevor Bezdek | 100% | $500,000 | | Romin Nabiey (2) | 40% | $128,624 |

  10. Cash Bonus Compensation

    _____________________________ (1)Mr. Wagner's target bonus was prorated based on the portion of the year after which we entered into the amendment to his employment agreement on March 13, 2024. (2)Mr. Nabiey's target bonus was prorated based on his new salary rate effective as of February 15, 2024. Mr. Beri was not employed at the time 2024 bonus payments were made on March 14, 2025 and therefore was not entitled to, and did not receive, a bonus payment for 2024. His target bonus was equal to 100% of his annual base salary. 31

  11. Table of Contents

    | | | | | 2024 Payout Based on Actual Achievements | | | Named Executive Officer | Threshold | Target | Maximum | | | | Scott Wagner | $301,000 | $602,000 | $903,000 | 60.46% | $363,969 | | Karsten Voermann | $225,000 | $450,000 | $675,000 | 60.46% | $272,070 | | Trevor Bezdek | $250,000 | $500,000 | $750,000 | 60.46% | $302,300 |

  12. Table of Contents

    | | | | | 2024 Payout Based on Actual Achievements | | | | Threshold | Target | Maximum | | | | 2024 executive bonus plan | $48,234 | $96,468 | $144,702 | 60.46% | $58,325 | | 2024 individual performance goals | $— | $32,156 | $48,234 | 125% | $40,195 | | | $48,234 | $128,624 | $192,936 | | $98,520 |

  13. Equity Compensation

    Equity Compensation We view equity-based compensation as a critical component of our executive 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. 2024 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 2024. 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. During 2024, the Board approved equity grants in the form of stock option awards and RSU awards to Messrs. Wagner, Voermann and Nabiey. The target values for the stock options and RSUs awarded in 2024 to our named executive officers are as follows:

  14. Equity Compensation

    | Named Executive Officer | 2024 Equity | | | | Stock Options (1) | Restricted Stock Units (2) | | Scott Wagner | $4,000,000 | $4,000,000 | | Karsten Voermann | $2,500,000 | $2,500,000 | | Romin Nabiey | $250,000 | $250,000 |

  15. Equity Compensation

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  16. Other Elements of Compensation

    Other Elements of Compensation Retirement Plans We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan, and making fully vested matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation philosophy. Each named executive officer participating in the 401(k) plan received Company-paid matching contributions in 2024. Employee Benefits and Perquisites Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including: •medical, dental and vision benefits; •medical and dependent care flexible spending accounts; •short-term and long-term disability insurance; and •life insurance. Specifically, from time to time, certain of our named executive officers may receive reimbursement of relocation, professional organization dues, commuting expenses, participation in wellness programs, cell phone allowance, gifts and/or commuting expenses. We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers. No Tax Gross-Ups Except as in limited circumstances with regard to the special bonuses not exceeding $1,000 granted to our named executive officers, we have not made gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation paid or provided by our company. Employment and Severance Arrangements In 2024, we were party to employment agreements or offer letters with our named executive officers. Additional information regarding the employment agreements and offer letters is set forth in “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.” We believe that the severance provisions contained in these employment agreements and offer letters help to ensure the day-to-day stability necessary to enable our named executive officers to properly focus their attention on their duties and responsibilities with us and provide security regarding some of the most uncertain events relating to continued employment, thereby limiting concern and uncertainty and promoting productivity. A detailed description of the applicable severance provisions contained in our named executive officer’s employment agreements as well as information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2024, are set forth in “Potential Payments Upon Termination or Change in Control.” In connection with the elimination of Mr. Beri’s role in 2024, Mr. Beri was entitled to receive the separation payments and benefits under his separation agreement. A description of the separation payments and benefits for Mr. Beri is described below in “Potential Payments Upon Termination or Change in Control.” 34

  17. 2025 Compensation Decisions

    2025 Compensation Decisions Wendy Barnes Employment Agreement In December 2024, the Company’s subsidiary, GoodRx, Inc. entered into an employment agreement with Ms. Barnes, our current Chief Executive Officer & President, effective as of January 1, 2025 (the "Barnes Employment Agreement"). The Barnes Employment Agreement provides for at-will employment and for (i) an annual base salary of $825,000; and (ii) eligibility to participate in the health and welfare benefit plans and programs maintained by GoodRx for the benefit of its employees and certain other perquisites. In addition, Ms. Barnes is eligible to earn an annual cash incentive bonus targeted at 100% of her base salary, which bonus is payable based on the achievement of individual and/or Company performance goals established by the Board or a committee thereof; any such bonus payment will be contingent upon Ms. Barnes’ continued employment through the last day of the applicable calendar year. In addition, Ms. Barnes received a one-time cash payment of $550,000 (the “Barnes Signing Bonus”). In the event that Ms. Barnes’ employment is terminated prior to January 1, 2026 (other than due to her death or “disability,” by us without “cause” or by Ms. Barnes for “good reason” (each, as defined in the Barnes Employment Agreement)), Ms. Barnes will be required to repay the unearned portion of the Barnes Signing Bonus on a pro-rata basis to reflect time employed through the first anniversary of the Effective Date. Pursuant to the Barnes Employment Agreement, in March 2025, Ms. Barnes was granted (i) a restricted stock unit award having an aggregate value of $9,000,000 (the “Initial RSU Award”), (ii) a stock option having an aggregate value of $9,000,000 (the “Initial Option”) and (iii) an additional restricted stock unit award having an aggregate value of $2,000,000 (the “Additional RSU Award”).The number of shares of the Company’s Class A common stock subject to the Initial RSU Award and Additional RSU Award was based on the closing share price over the last 20 trading days preceding the applicable grant date. The number of shares of the Company’s Class A common stock subject to the Initial Option was determined based on the per share Black-Scholes valuation as of the applicable grant date. The Initial RSU Award and Initial Option vests with respect to 25% of the shares subject to the awards on January 15, 2026, and as to 1/16 of the shares subject to the award on each quarterly anniversary thereafter, subject to Ms. Barnes’ continued employment through the applicable vesting date. The Additional RSU Award vests with respect to 50% of the shares subject to the Additional RSU Award on January 15, 2026, and as to 1/8th of the shares subject to the Additional RSU Award on each quarterly anniversary thereafter, subject to Ms. Barnes’ continued employment through the applicable vesting date. The Initial Option will be exercisable in whole or in part at any time prior to its termination or expiration, whether or not then-vested. The Barnes Employment Agreement also entitles Ms. Barnes to certain severance payments and benefits upon a qualifying termination of employment, subject to her execution and non-revocation of a general release of claims. Christopher McGinnis Employment Agreement In February 2025, the Company’s subsidiary, GoodRx, Inc. entered into an employment agreement with Mr. McGinnis, our current Chief Financial Officer & Treasurer, effective as of February 4, 2025 (the "McGinnis Employment Agreement"). The McGinnis Employment Agreement provides for at-will employment and for (i) an annual base salary of $500,000; and (ii) eligibility to participate in the health and welfare benefit plans and programs maintained by GoodRx for the benefit of its employees and certain other perquisites. In addition, Mr. McGinnis is eligible to earn an annual cash incentive bonus targeted at 100% of his base salary, which bonus is payable based on the achievement of individual and/or Company performance goals established by the Board or a committee thereof; any such bonus payment will be contingent upon Mr. McGinnis’ continued employment through the applicable payment date. In addition, Mr. McGinnis received a one-time cash payment of $250,000 (the “McGinnis Signing Bonus”). In the event that Mr. McGinnis’ employment is terminated prior to February 4, 2026 (other than due to his death or “disability,” by us without “cause” or by Mr. McGinnis for “good reason” (each, as defined in the McGinnis Employment Agreement), Mr. McGinnis will be required to repay the unearned portion of the McGinnis Signing Bonus on a pro-rata basis to reflect time employed through February 4, 2026. Pursuant to the McGinnis Employment Agreement, in March 2025, Mr. McGinnis was granted (i) an RSU award having an aggregate value of $3,500,000 and (ii) a stock option award having an aggregate value of $3,500,000. The number of shares of the Company’s Class A common stock subject to the RSU award was determined based on the closing share price over the last 20 trading days preceding the applicable grant date. The number of shares of the Company’s Class A common stock subject to the stock option award was determined based on the per share Black-Scholes valuation as of the applicable grant date. The awards vest (and become exercisable, as applicable) with respect to 25% of the shares subject to the 35

  18. Table of Contents

    | SUMMARY COMPENSATION TABLE |

  19. 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 | 2024 | 750,000 | 750,212 | 3,902,298 | 3,999,996 | 363,969 | 997 | 9,767,472 | | Interim Chief Executive Officer | 2023 | 511,538 | 219 | — | 9,632,100 | — | 669 | 10,144,526 | | Karsten Voermann | 2024 | 450,000 | 443 | 2,578,753 | 2,499,997 | 272,070 | 35,338 | 5,836,601 | | Chief Financial Officer | 2023 | 450,000 | 163,105 | — | — | 242,208 | 46,929 | 902,242 | | | 2022 | 439,000 | 205,395 | 4,541,371 | — | — | 49,294 | 5,235,060 | | Trevor Bezdek | 2024 | 500,000 | 398 | — | — | 302,300 | 51,220 | 853,918 | | Chairman of the Board | 2023 | 500,000 | 250 | — | — | 269,120 | 42,158 | 811,528 | | | 2022 | 500,000 | 571 | — | — | — | 36,434 | 537,005 | | Romin Nabiey | 2024 | 326,627 | 286 | 257,870 | 249,997 | 98,520 | 9,303 | 942,603 | | Chief Accounting Officer | 2023 | 311,250 | 55 | 1,120,395 | 1,000,000 | 140,000 | 12,187 | 2,583,887 | | | 2022 | 300,000 | — | 856,863 | 1,000,000 | 105,000 | 11,100 | 2,272,963 | | Raj Beri | 2024 | 62,500 | — | — | 899,417 | — | 1,916,555 | 2,878,472 | | Former Chief Operating Officer | 2023 | 500,000 | 500,218 | 2,800,989 | 2,500,000 | — | 14,242 | 6,315,449 | | | 2022 | 305,128 | 808,446 | 8,651,064 | 7,200,000 | — | 515 | 16,965,153 |

  20. Table of Contents

    | Grants of Plan-Based Awards - Fiscal Year 2024 |

  21. Table of Contents

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

  22. Table of Contents

    | OUTSTANDING EQUITY AWARDS AT YEAR-END |

  23. Table of Contents

    | OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2024 |

  24. Table of Contents

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

  25. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our named executive officers, upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2024 and based on their respective compensation arrangements in effect as of December 31, 2024, except for Mr. Beri, for whom we describe the payments and benefits he actually received in connection with the termination of his employment on February 15, 2024 (as described above under “Potential Payments Upon Termination or Change-in-Control”). 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.

  26. 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 | 750,000 | 750,000 | — | 750,000 | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement (1) | 38,563 | 38,563 | — | 38,563 | | | Total (3) | 788,563 | 788,563 | — | 788,563 | | Karsten Voermann (4) | Cash | — | 450,000 | — | 450,000 | | | Equity Acceleration (2) | — | — | — | 1,420,797 | | | COBRA Premium Reimbursement (1) | — | 26,907 | — | 26,907 | | | Total (3) | — | 476,907 | — | 1,897,704 | | Trevor Bezdek | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement | — | — | — | — | | | Total | — | — | — | — | | Romin Nabiey | Cash | — | — | — | — | | | Equity Acceleration | — | — | — | — | | | COBRA Premium Reimbursement | — | — | — | — | | | Total | — | — | — | — | | Raj Beri | Cash | — | 1,913,563 | — | — | | | Equity Acceleration | — | 899,417 | — | — | | | COBRA Premium Reimbursement (1) | — | 38,563 | — | — | | | Total (3) | — | 2,851,543 | — | — |

  27. 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, 2024. (2)Represents the value of unvested time-based RSUs held by Mr. Voermann on December 31, 2024 that would be subject to accelerated vesting, based on the closing stock price of our common stock on December 31, 2024 ($4.65). (3)Amounts shown are the maximum potential payment the named executive officer would have received as of December 31, 2024, 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. Voermann's employment terminated on January 17, 2025. The payments and benefits received by Mr. Voermann in connection with such termination are described above in “Mr. Voermann--2025 Separation of Service.” 47

  28. Table of Contents

    | CHIEF EXECUTIVE OFFICER PAY RATIO |

  29. Table of Contents

    | PAY VERSUS PERFORMANCE |

  30. 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.

  31. 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 $100 Investment Based On: | | Net Income (loss) (millions) (6) ($) | 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) | | 2024 | 9,767,472 | — | — | 9,633,982 | — | — | 2,627,899 | (2,015,053) | 9.21 | 98.39 | 16.40 | 260.20 | | 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 |

  32. 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 and 2024), 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

  33. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (a) ($) | Equity Award Adjustments (b) ($) | Pension Benefit Adjustments | Compensation Actually Paid to PEO ($) | | 2024 | 9,767,472 | (7,902,294) | 7,768,804 | N/A | 9,633,982 | | 2023 | 10,144,526 | (9,632,100) | 11,151,041 | N/A | 11,663,467 |

  34. Pay Versus Performance Table

    Co-Chief Executive Officer – Mr. Hirsch

  35. 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) |

  36. Pay Versus Performance Table

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  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, 2023, and 2024. 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, 2024, 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. 52

  38. Table of Contents

    | DIRECTOR COMPENSATION |

  39. 2024 Director Compensation Program

    2024 Director Compensation Program On July 8, 2024, the Board approved an updated non-employee director compensation program (the “A&R Director Compensation Program”), which provides for annual retainer fees and long-term equity awards for certain of our non- employee directors, which currently include, Ronald E. Bruehlman, Ian T. Clark, Douglas Hirsch, Kelly J. Kennedy, Agnes Rey-Giraud, and Scott Wagner (each, an “Eligible Director”). The following table sets forth the compensation program for our non-employee directors during 2024:

  40. 2024 Director Compensation Program

    | | Director Compensation Program (in effect prior to July 8, 2024) | A&R Director Compensation Program (in effect as of July 8, 2024) | | Cash Compensation | | | | Annual Retainer (1) | $30,000 | $30,000 | | Annual Committee Chair Retainer | | | | Audit & Risk (2) | $20,000 | $20,000 | | Compensation | $15,000 | $15,000 | | Compliance (2) | $9,000 | $— | | Nominating and Corporate Governance | $9,000 | $10,000 | | Innovation (3) | $— | $15,000 | | Annual Committee Member (Non-Chair) Retainer | | | | Audit & Risk (2) | $8,000 | $10,000 | | Compensation | $7,000 | $10,000 | | Compliance (2) | $4,000 | $— | | Nominating and Corporate Governance | $4,000 | $10,000 | | Innovation (3) | $— | $10,000 | | Equity Compensation | | | | Initial Grant (4) | $420,000 | $420,000 | | Annual Grant (5) | $210,000 | $230,000 |

  41. 2024 Director Compensation Program

    _______________________________________ (1)Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. (2)In July 2024, based on the recommendation of our Nominating and Corporate Governance Committee, the Board approved to combine and reconstitute the Audit Committee and Compliance Committee into an Audit and Risk Committee of the Board. (3)In July 2024, based on the recommendation of our Nominating and Corporate Governance Committee, the Board approved to establish Innovation Committee of the Board. (4)Each Eligible Director who is initially elected or appointed to serve on the board of directors will be granted a RSU award on the date on which such Eligible Director is appointed or elected to serve on the Board. The Initial Grant 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. (5)An Eligible Director who serves on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted a RSU award on such annual meeting date. The 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 A&R Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan.

  42. Director Compensation Table

    Director Compensation Table The following table sets forth information for 2024 regarding the compensation awarded to, earned by or paid to our non- employee directors who served on our Board during 2024. Mr. Bezdek, who served as our Chairman during 2024, and continued to serve as an employee of the Company, did not receive additional compensation for his service as a director, and therefore is not included in the director compensation table below. All compensation paid to Mr. Bezdek is reported above in the “Executive Compensation - Summary Compensation Table.” 57

  43. Table of Contents

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2), (3) | Option Awards ($) | Total ($) | | Christopher Adams | — | — | — | — | | Julie Bradley (4) | 55,220 | 269,774 | — | 324,994 | | Ronald E. Bruehlman (5) | 7,280 | 418,476 | — | 425,756 | | Ian T. Clark | 12,692 | 634,743 | — | 647,435 | | Dipanjan Deb | — | — | — | — | | Douglas Hirsch (5) | 5,440(6) | 510,214 | — | 515,654 | | Adam Karol | — | — | — | — | | Kelly J. Kennedy | 30,006 | 269,774 | — | 299,780 | | Stephen LeSieur | — | — | — | — | | Gregory Mondre | — | — | — | — | | Simon Patterson | — | — | — | — | | Agnes Rey-Giraud (5) | 45,385 | 269,774 | — | 315,159 |