DEF 14A of Rackspace Technology, Inc., Apr 29, 2024

DEF 14A of Rackspace Technology, Inc.

Filed Apr 29, 2024 · FY20230001810019-24-000075

Open on EDGAR

  1. (Amendment No. )

    | TABLE OF CONTENTS | | | GENERAL INFORMATION | 1 | | BOARD OF DIRECTORS | 7 | | CORPORATE GOVERNANCE | 10 | | COMPENSATION OF NON-EMPLOYEE DIRECTORS | 16 | | PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 19 | | AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES | 20 | | REPORT OF THE AUDIT COMMITTEE | 21 | | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 | | EXECUTIVE OFFICERS | 22 | | COMPENSATION COMMITTEE REPORT | 23 | | COMPENSATION DISCUSSION AND ANALYSIS | 23 | | SUMMARY COMPENSATION TABLE | 31 | | GRANTS OF PLAN-BASED AWARDS | 32 | | EMPLOYMENT AND SEPARATION AGREEMENTS | 33 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 39 | | OPTIONS EXERCISED AND STOCK VESTED | 42 | | NON-QUALIFIED DEFERRED COMPENSATION | 42 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 42 | | CEO PAY RATIO | 45 | | PAY VERSUS PERFORMANCE TABLE | 45 | | EQUITY COMPENSATION PLANS | 48 | | PROPOSAL 3 – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON PAY) | 48 | | PROPOSAL 4 – VOTE TO APPROVE AN AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED TO BE ISSUED UNDER THE PLAN | 49 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 56 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 | | DELINQUENT SECTION 16(A) REPORTS | 62 | | REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 62 | | OTHER MATTERS | 63 | | CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 63 | | APPENDIX A - AMENDMENT NO. 3 TO 2020 EQUITY INCENTIVE PLAN | 64 | | FORM OF PROXY CARD | 65 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth certain information about our directors as of the date of this Proxy Statement, as well as other directors who served during Fiscal 2023:

  3. BOARD OF DIRECTORS

    | Name | Age(1) | Director Since | Class | Position | | David Sambur | 44 | 2016 | Class III | Director (Chairman) | | Amar Maletira | 54 | 2022 | Class III | Chief Executive Officer, Director | | Susan Arthur | 58 | 2020 | Class I | Director | | Betsy Atkins | 71 | 2023 | Class II | Director | | Jeffrey Benjamin | 62 | 2016 | Class I | Director | | Mitchell Garber | 59 | 2016 | Class II | Director | | Mark Gross | 61 | 2024 | Class III | Director | | Anthony Roberts | 61 | 2023 | Class II | Director | | Shashank Samant | 55 | 2021 | Class III | Director | | Anthony Scott | 71 | 2023 | Class II | Director | | Aaron Sobel | 37 | 2016 | Class I | Director |

  4. BOARD OF DIRECTORS

    (1) Age as of the 2024 Annual Meeting.

  5. Composition of our Board

    Composition of our Board Our Board is divided into three classes, with each class serving a three-year term. The Class I directors are: Susan Arthur, Jeffrey Benjamin and Aaron Sobel, each of whom currently serves a term expiring at the 2024 Annual Meeting and are up for re-election; the Class II directors are: Betsy Atkins, Mitchell Garber, Anthony Roberts, and Anthony Scott, each of whom serves a term expiring at the 2025 Annual Meeting; and the Class III directors are: David Sambur, Mark Gross, Amar Maletira, and Shashank Samant, each of whom serves a term expiring at the 2026 Annual Meeting. In addition, Dhiren Fonseca and Thomas Cole are former directors who served on our Board during Fiscal 2023. Mr. Fonseca resigned effective June 16, 2023. Mr. Cole was appointed to the Board on October 2, 2023 and passed away on December 25, 2023.

  6. Director Biographies

    Director Biographies David Sambur is the Chairman of our Board and a designee of Apollo. He became a member of our Board in November 2016. Mr. Sambur is Partner and Co-Head of Equity at Apollo, where he co-leads the firm’s private equity franchise and oversees the firm’s impact and real estate equity strategies. He is also a member of the Firm’s Leadership Team. Throughout his career, David has led numerous investments across technology, media, gaming, hospitality and travel and currently serves on the board of directors for Hilton Grand Vacations, Invited, Shutterfly, the Venetian Resort and Yahoo, among others. Prior to joining Apollo in 2004, David was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. David serves on the Board of Trustees for the Dalton School and the Jewish Museum of New York, as well as the Arbor Brothers Inc. Board. He is a graduate of Emory University and currently serves on the Emory College Dean’s Advisory Council. We believe that Mr. Sambur is qualified to serve as member of our Board because of his extensive financial services experience and because of his experience serving on the boards of multiple companies. Amar Maletira has served as a Director and our Chief Executive Officer since September 2022. Prior to this appointment he served as President and Chief Financial Officer from November 2020 until September 2022. Before joining Rackspace, Mr. Maletira served as Executive Vice President and Chief Financial Officer of VIAVI Solutions, Inc. (formerly known as JDS Uniphase) since September 2015. Prior to that, Mr. Maletira spent over 13 years with Hewlett Packard as Vice President and CFO – Americas Enterprise Services from June 2014 to September 2015, Vice President of Finance & Global Head of FP&A for Enterprise Services from October 2012 to June 2014, and various other roles in finance and investor relations. Prior to Hewlett Packard, Mr. Maletira held various roles at DPP, Inc., Siemens and other companies. Mr. Maletira holds an MBA in finance and corporate strategy from the University of Michigan’s Stephen M. Ross School of Business and earned his undergraduate degree in engineering, electronics and communication from Gote Institute of Technology at Karnatak University in India. We believe that Mr. Maletira is qualified to serve as a member of our Board because of his extensive leadership experience in finance and information technology, as well as his experience at Rackspace. Susan Arthur became a member of our Board in April 2020. Ms. Arthur currently serves as the President of Optum Global Advantage (“Optum”), a position she has held since May 2023. Prior to joining Optum, Ms. Arthur was President and Chief Executive Officer of CareerBuilder, LLC from July 2021 to May 2023, and Chief Operating Officer of OptumInsight, from September 2019 to July 2021. Ms. Arthur served in a number of leadership roles at technology service companies, including as Group President at NTT Data from March 2018 to September 2019, Vice President and General Manager at DXC Technology from April 2017 to March 2018, Vice President and General Manager—Regulated Industries at Hewlett Packard Enterprise (“HP”) from November 2015 to March 2017, and a number of Vice President and General Manager positions at HP from 2008 until October 2015. Ms. Arthur has also served on the board of New Relic, Inc. since June 2022. Ms. Arthur received a B.A. from Gettysburg College in Economics and Spanish. We believe that Ms. Arthur is qualified to serve as a member of our Board because of her extensive leadership experience in the technology services industry. Betsy Atkins became a member of our Board in May 2023. Ms. Atkins has served as chief executive officer of Baja Corp, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. She has also served as a member of the public company boards of Wynn Resorts Ltd, a hospitality company, since 2018, Enovix Corporation, an advanced silicon battery company, since 2021 and Solaredge, a solar technology company, since 2021, as well as other private companies including as chair of the Google Cloud Advisory Board. Ms. Atkins previously served as a member of the boards of directors of SL Green Realty from 2015 to 2024, JAMF from 2020 to 2021, Schneider Electric from 2011 to 2019, Covetrus, Inc. from 2016 to 2019 and Cognizant Technology Solutions Corporation from 2017 to 2018. In addition, Ms. Atkins worked behind the scenes at companies like Lucent, Vonage, SunPower Corp., Paychex and Nasdaq Inc. for more than 20 years. As an effective operational leader having served as chief executive officer three times, Ms. Atkins was selected to serve on the Company's Board based on her strong global and operational perspective encompassing the full range of experience from growth to restructuring as well as environmental, social and governance matters. Her broad corporate board experience covers industries including technology, energy management, solar, industrial automation, manufacturing, automotive, and logistics. Jeffrey Benjamin became a member of our Board in November 2016. Mr. Benjamin has 35 years of investment banking, investment management and directorial board experience. Mr. Benjamin has been a senior advisor to Cyrus Capital Partners since June 2008. Mr. Benjamin also serves as chairman of the board of A-Mark Precious Metals and as a member of the board of American Airlines. In addition, Mr. Benjamin also serves on multiple private company boards. Mr. Benjamin previously served on the board of Hexion Inc. until 2022, Involta LLC until March 2022, Chemtura Corporation from 2012 to 2017, and Caesars Entertainment Corporation from 2008 to 2017. Mr. Benjamin holds both an M.S. in management from the Sloan School of Management at MIT and a Bachelor’s degree from Tufts University. We believe that Mr. Benjamin is qualified to serve as a member of our Board because of his extensive investment management and financial services experience and because of his experience serving on the boards of multiple companies. Mitchell Garber became a member of our Board in November 2016. Mr. Garber is currently chairman of the board of Invest in Canada, the Canadian government federal agency responsible for foreign direct investment in Canada, and a director of Apollo Strategic Growth Capital. Mr. Garber is a co-investor and a member of the boards of French fashion house Lanvin and Shutterfly Inc. Mr. Garber is a minority owner of the NHL Seattle Kraken hockey team controlled by David Bonderman. From 2013 until 2017, Mr. Garber was the CEO of Caesars Acquisition Company and, under his leadership, built an Israeli based mobile games business which was sold in 2016 to a Chinese consortium including Giant Interactive and Jack Ma for approximately $4.4 billion. Mr. Garber sits on the board and leads a number of philanthropic activities in Canada and Israel. Mr. Garber has a Bachelor’s degree from McGill University, a JD and honorary doctorate from the University of Ottawa and was awarded the Order of Canada in 2019. We believe that Mr. Garber is qualified to serve as a member of our Board because of his experience in building and leading businesses and because of his experience serving on the boards of multiple companies.

  7. Director Biographies

    Mark Gross became a member of our Board in February 2024. He served as executive chairman of Southeastern Grocers, Inc. from 2020 through 2024. Mr. Gross previously served as president, chief executive officer and director of Supervalu, Inc. from 2016-2018, as president and founder of Surry Investment Advisors LLC from 2006-2015 and in various leadership positions with C&S Wholesale Grocers from 1997-2006, including as co-president, chief financial officer, general counsel and as a member of the board. Mr. Gross also spent seven years as an attorney with the law firm Skadden, Arps, Slate, Meagher & Flom LLP, where he worked on complex restructuring deals, finance transactions and mergers & acquisitions. Mr. Gross also serves as co-chairman of the board of Northeast Grocery (since 2021, and including its predecessor Tops Markets, Inc. from 2019-2021), as a director and chair of the audit committee of Acosta and as a director and chair of the nomination and governance committee and member of the audit committee of Diebold-Nixdorf. In addition, he served as chief executive officer and chairman of Kernel Group Holdings from 2020-2022. He received his law degree from the University of Pennsylvania and a bachelor of arts from Dartmouth College. Mr. Gross was selected to serve on the Company's Board based on his broad business and leadership experience, complex commercial transactions and business transformations. Anthony Roberts became a member of our Board in January 2023. Mr. Roberts has over 35 years of technology, change management and entrepreneurial experience, and is currently an investor, business, and technology advisor. Mr. Roberts most recently spent over 15 years at Walgreens Boots Alliance, the final seven as Global CIO. Previously, Mr. Roberts held senior technology and supply chain roles in Europe and the US for the Multinational Forces and Observers (an NGO), PepsiCo Europe, United Parcel Service, and M&G Reinsurance Company. Mr. Roberts currently serves in non-executive and advisory roles for technology-led global business, including Kearney and Photon Interactive. Mr. Roberts holds a BA in German and French, as well as a Post Graduate Education degree from the University of Keele (UK). Mr. Roberts also serves as Vice Chair of the UK Charity "Venice in Peril" which raises funds to support conservation works and the sustainability of Venice and its lagoon. We believe that Mr. Roberts is qualified to serve as a member of our Board because of his experience in information technology and business and because of his entrepreneurial background. Shashank Samant became a member of our Board in November 2021 and was appointed Lead Director in November 2022. Mr. Samant brings over 33 years of technology, product development and services experience, and served as President and Chief Executive Officer of GlobalLogic Inc., from 2011 until September 2022, including following GlobalLogic’s acquisition by Hitachi in March 2021. GlobalLogic is a leader in digital product engineering helping enterprises design and develop innovative products, platforms and digital experiences. Prior to joining GlobalLogic, Mr. Samant was President of Ness Technologies, an IT services company, where he founded and built their product engineering services business. Prior roles include leading professional services for Hewlett-Packard’s Verifone business and establishing IBM’s first India-based engineering lab, globalizing the company’s R&D and software engineering efforts. Mr. Samant has been a director of ODP Corp., the parent company of Office Depot, since February 2020, and currently serves on the boards of GlobalLogic Inc. (Chairman of GlobalLogic), Cyderes (erstwhile The Herjavec Group), a privately held information security services firm and Eureka Forbes, an appliance marker in the HealthTech space in India. Mr. Samant was recently appointed to Hitachi Digital as Executive Chairman. We believe that Mr. Samant is qualified to serve as a member of our Board because of his extensive experience as a technologist, go-to-market and operations executive, CEO and board member. Anthony Scott became a member of our Board in May 2023. He has served as president and chief executive officer of Intrusion, Inc., a publicly traded cybersecurity firm since 2021 and has also served as a director of Intrusion, Inc. since 2022. He founded and has served as chief executive officer of TonyScottGroup, LLC, a consulting firm focused on early-stage cybersecurity and privacy technologies, since 2017. Before starting the TonyScottGroup, Mr. Scott was appointed by President Obama as the Federal Chief Information Officer for the U.S. government in 2015, with oversight, budget and management responsibilities for the more than $85 billion annual IT budget. Prior to working for the U.S. government, Mr. Scott was chief information officer at VMware, Microsoft, and The Walt Disney Company, as well as chief technology officer at General Motors, and he has also held senior executive positions at Bristol Meyers Squibb, PricewaterhouseCoopers, Sun Microsystems, and Marriott. Mr. Scott was selected to serve on the Company's Board based on his executive leadership and industry reputation as a veteran authority on cybersecurity, IT governance and crisis management matters across a variety of industries, including governmental agencies and numerous public companies. In addition, Mr. Scott is a renowned expert on providing public and private sector executive insights concerning matters such as digital transformation, cloud adoption, machine learning, AI, governance, open data, and workforce diversity, and he has appeared before Congress as well as at numerous industry forums. Aaron Sobel became a member of our Board in November 2016. Mr. Sobel is a Partner at Apollo Global Management, Inc. having joined in 2011. Prior to that time, Mr. Sobel was a member of the Investment Banking Department at Goldman Sachs & Co. Mr. Sobel serves on the board of directors of the parent entity of Brightspeed, the parent entity of Cox Media Group, 25Madison, Legend Pictures, LLC and is a Board Member of The Mount Sinai Surgery Advisory Board. He previously served as a director of the parent entity of Endemol Shine Group and Terrier Gamut Holdings, Inc. In 2023, Mr. Sobel was included by Private Equity International in its “Future 40 Leaders: Dealmakers” list and by Variety as one the “Top 500 Entertainment Business Leaders”. Mr. Sobel graduated from the University of Michigan with a Bachelor’s degree in business administration, with highest honors. We believe that Mr. Sobel is qualified to serve as a member of our Board because of his extensive financial services experience and because of his experience serving on the boards of multiple companies.

  8. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Nine members of our Board who served during Fiscal 2023 received compensation for their service as a director. All other members of our Board who served in Fiscal 2023 were either an employee of the Company (in the case of Mr. Maletira) or employees of affiliates of the Apollo Funds (in the case of Messrs. Sambur and Sobel) and did not receive any additional compensation for their service as directors. Mr. Gross joined our Board in Fiscal 2024 and therefore did not receive any compensation for Fiscal 2023.

  9. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Director | Fees Earned or Paid in Cash | Stock Awards (1)(8) | Total | | Susan Arthur(2) | $220,000 | $199,998 | $419,998 | | Betsy Atkins(3) | $53,846 | $199,998 | $253,844 | | Jeffrey Benjamin | $120,000 | $199,998 | $319,998 | | Thomas Cole(4) | $98,098 | $109,534 | $207,632 | | Dhiren Fonseca(5) | $60,000 | $— | $60,000 | | Mitchell Garber(6) | $— | $318,475 | $318,475 | | Anthony Roberts(7) | $192,500 | $283,038 | $475,538 | | Shashank Samant | $100,000 | $199,998 | $299,998 | | Anthony Scott(3) | $64,615 | $199,998 | $264,614 |

  10. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    (1) Represents the aggregate grant date fair value of restricted stock units (“RSUs”) granted to our non-employee directors in Fiscal 2023, including Annual RSUs and Elective Equity, as applicable, as further described in the “Non-Employee Director Compensation Policy” section below. For each non-employee director, the amount in this column includes 103,626 Annual RSUs, which was determined by dividing the $200,000 by the volume weighted average closing price of our Common Stock for the thirty trading days immediately preceding and including the June 26, 2023 grant date. The amounts included in this column were computed in accordance with FASB Topic 718. See Note 12, “Share-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Fiscal 2023 Annual Report, for the relevant assumptions used to determine the valuation of our stock awards. (2) The cash fees paid to Ms. Arthur for Fiscal 2023 include $100,000 for service on a Special Committee of the Board. (3) Ms. Atkins and Mr. Scott joined our Board effective June 16, 2023. (4) Mr. Cole joined our Board effective October 2, 2023 and passed away on December 25, 2023. The cash fees earned by Mr. Cole for Fiscal 2023 include $75,000 for service on a Special Committee of the Board. The stock award granted to Mr. Cole was 70,667 Annual RSUs on October 9, 2023, which was pro-rated for the period between his start date and the 2024 Annual Meeting. The Annual RSUs granted to Mr. Cole were forfeited in their entirety upon his death pursuant to the terms and conditions of the RSU award agreement. (5) Mr. Fonseca resigned from our Board effective June 16, 2023. (6) The stock awards granted to Mr. Garber included 8,695, 13,406, 14,796, and 14,003 Elective Equity granted on January 3, 2023, April 3, 2023, July 3, 2023 and October 2, 2023, respectively. (7) Mr. Roberts joined our Board effective January 30, 2023. Mr. Roberts resides in the United Kingdom and the cash amounts paid to him were converted from USD to GBP using the exchange rate on the date of payment. The cash fees paid to Mr. Roberts for Fiscal 2023 include USD $100,000 for service on a Special Committee of the Board. The stock awards granted to Mr. Roberts included 25,012 Annual RSUs on February 2, 2023, which was pro-rated for the period between his start date and the 2024 Annual Meeting. (8) The following table provides a summary of the unvested stock awards held by each non-employee director as of December 31, 2023.

  11. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Director | Award Type | # Shares or Units That Have Not Vested | Vest Date | | Susan Arthur | Annual RSUs | 103,626 | June 14, 2024 | | Betsy Atkins | Annual RSUs | 103,626 | June 14, 2024 | | Jeffrey Benjamin | Annual RSUs | 103,626 | June 14, 2024 | | Mitchell Garber | Annual RSUs | 103,626 | June 14, 2024 | | Anthony Roberts | Annual RSUs | 103,626 | June 14, 2024 | | Shashank Samant | Annual RSUs | 103,626 | June 14, 2024 | | Anthony Scott | Annual RSUs | 103,626 | June 14, 2024 |

  12. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Non-Employee Director Compensation Policy (the “Compensation Policy”) became effective in connection with the consummation of our IPO. The Compensation Policy may be subject to review, amendment, or modification by our Board, in its discretion. Director compensation under the Compensation Policy is as described below, which consists of a mix of cash and equity-based compensation.

  13. Non-Employee Director Compensation Policy

    | Compensation Element | Amount | | Annual Cash Retainer | $100,000 | | Annual Equity Retainer (“Annual RSUs”)(1) | $200,000 | | Non-Executive Chair Annual Equity Award | $100,000 | | Additional Annual Retainers(2) | | | Lead Director Fee (if our CEO is also Chairman of the Board) | $30,000 | | Audit Committee Member Fee | $20,000 | | Compensation Committee Member Fee | $15,000 | | Nominating and Corporate Governance Committee Member Fee | $15,000 |

  14. Non-Employee Director Compensation Policy

    (1) The number of shares subject to the Annual RSUs is determined by dividing the amount included in this table by the volume weighted average closing price of our Common Stock for the thirty trading days immediately preceding and including the grant date. A non-employee director who joins our Board after the date of the annual meeting for the relevant year will be eligible for a prorated annual equity retainer following the director’s initial appointment to our Board, as provided under the Compensation Policy. (2) A non-employee director may only receive one Additional Annual Retainer, regardless of the director’s service on multiple committees or in multiple roles. The Additional Annual Retainer received will be the highest Additional Annual Retainer for which the director is eligible. The Compensation Policy permits non-employee directors to accept the cash portion of the annual director compensation in the form of equity, which are paid quarterly in arrears and are immediately vested upon grant (the “Elective Equity”). The number of shares subject to the Elective Equity is determined by dividing the cash amount the non-employee would have been entitled to by the volume weighted average closing price of our Common Stock for the thirty trading days immediately preceding and including the grant date. Mr. Garber is the only director who elected equity in lieu of his cash compensation during Fiscal 2023.

  15. Director Compensation Limit

    Director Compensation Limit Under the Compensation Policy and 2020 Incentive Plan, the sum of the grant date value of all equity awards granted and all cash compensation paid by us to each non-employee director as compensation for services as a non-employee director may not exceed $750,000 in any calendar year, provided that such limitation does not apply to any compensation payable in the year of a non-employee director’s initial appointment or election to our Board. Directors that were employees of any of our stockholders prior to our IPO are not considered non-employee directors.

  16. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF DIRECTORS Our Board is divided into three classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Under the Company’s certificate of incorporation and bylaws, the Board can change the number of directors comprising the entire Board so long as the number is not more than 15. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The Board currently consists of eleven director positions. All three of the nominees for Class I directors are members of the current Board. Each of the nominees has indicated his or her willingness to serve, if elected, but if any of the nominees should be unable or unwilling to serve at the time of the 2024 Annual Meeting, the Board, at its discretion, may either reduce its size, or designate or not designate a substitute nominee in accordance with the Company’s certificate of incorporation and bylaws. If the Board designates a substitute nominee, proxies that would have been cast for the original nominee will be cast for the substitute nominee, unless instructions are given to the contrary.

  17. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to retain, compensate, and terminate an independent compensation consultant and any other advisors necessary to assist in its responsibilities. For Fiscal 2023, the Compensation Committee retained Korn Ferry (“Korn Ferry”), a compensation consulting firm, as its independent external advisor to assist in its evaluation of executive compensation, and to provide insight and market perspective on our current compensation programs. Korn Ferry advised and made recommendations to the Compensation Committee with regard to peer companies for use in executive compensation market analysis and the compensation of our CEO. Korn Ferry also provided our Compensation Committee with an annual review of our director compensation. In selecting Korn Ferry, the Compensation Committee reviewed Korn Ferry’s independence, including the factors prescribed by the SEC, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Compensation Committee. Korn Ferry did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on executive and director compensation.

  18. Role of External Market Data

    Role of External Market Data The Compensation Committee considers a number of factors in determining executive compensation. These factors include, but are not limited to, position-specific market and benchmarking data, the executive’s experience and performance, and internal pay equity. While the Compensation Committee strives to generally target executive compensation at the market median (including both selected peer companies and the broader competitive market) in the aggregate, it also applies discretion based upon its review of the factors noted above to make individual compensation decisions for the Company’s executive officers. In addition, the Compensation Committee may target above-median market compensation for specific individuals for a variety of reasons, including, but not limited to: •specific organizational considerations, for example, because the role is considered critical to delivering on our overall business strategy; •the need for specific expertise in building new or improving upon existing business functions, particularly in the process of hiring candidates from external sources; and •the retention of key executives we believe are critical to our success. Similarly, the Compensation Committee may target below-median compensation if individuals are new in their roles or are performing a role that is narrower than what is typical in the market.

  19. Peer Group

    Peer Group The Compensation Committee, with the assistance of Korn Ferry, has developed a peer group for use in making compensation decisions. While the Compensation Committee considers the executive compensation data at peer group companies in making compensation decisions, it is not the sole factor in the decision-making process. The table below highlights how the companies included in the peer group were chosen, and how the compensation information related to these companies is used.

  20. Peer Group

    | How Peer Group Companies are Selected | | •Similar or related industry sector | | •Generally includes companies that have achieved between one-third and 3x the Company’s revenue |

  21. Peer Group

    | How Peer Group Data is Utilized | | •As an input in determining base salaries, annual incentive targets and long-term incentive awards | | •As an input in the design of compensation plans | | •To validate whether our executive compensation program is aligned with Company performance | | •To benchmark the form and mix of equity awards granted to our employees |

  22. Peer Group

    The Compensation Committee will review the peer group periodically to determine whether any significant changes to business conditions affecting us or any of our peers would warrant any changes. In August 2023, the Compensation Committee requested Korn Ferry to complete a comprehensive review of the peer group. Following that analysis, the peer group was comprised as follows:

  23. Peer Group

    | Akamai Technologies, Inc. | PTC Inc. | TTEC Holdings, Inc. | | Conduent Incorporated | Pure Storage, Inc. | Twilio Inc. | | CSG Systems International, Inc. | Splunk Inc. | Unisys Corporation | | EPAM Systems, Inc. | Super Microcomputer, Inc. | Verisign, Inc. | | NetApp, Inc. | Teradata Corporation | |

  24. Annual Cash Incentive Program

    Annual Cash Incentive Program The second component of executive officer compensation is the annual cash incentive program (“ACIP”), which for Fiscal 2023 (the “2023 ACIP”) was designed to pay a significant portion of our NEO’s annual cash compensation based on individual and Company performance achievement through the use of guideposts. For Fiscal 2023, our Compensation Committee considered net revenue (30%), Non-GAAP operating profit (45%), year-end cash balance, as well as non-financial objectives including diversity (5%) and customer satisfaction/net promoter score (5%). The Compensation Committee may also apply discretion when determining the final payouts. The 2023 ACIP provides for an annual cash bonus at target as a percentage of base salary, which was initially specified in each NEO’s employment agreement and may be adjusted by the Compensation Committee to reflect such factors as job performance and responsibilities, experience, value to the Company, relative internal pay positioning, and competitive market factors. The following table summarizes the 2023 ACIP paid to each of the NEOs:

  25. Annual Cash Incentive Program

    | Executive | Actual Fiscal 2023 Salary Paid(1) | 2023 ACIP Target (%) | 2023 ACIP Target ($)(1) | Actual ACIP Paid in Respect of Fiscal 2023 | | Amar Maletira | $832,192 | 150% | $1,248,288 | $2,761,798 | | Bobby Molu(2) | $714,616 | 90% | $643,154 | $350,139 | | Brian Lillie | $610,822 | 100% | $610,822 | $250,437 | | D K Sinha | $650,000 | 100% | $650,000 | $266,500 | | Srini Koushik | $525,000 | 75% | $453,600 | $161,438 |

  26. Annual Cash Incentive Program

    (1) The ACIP Target is calculated as a percentage of actual salary received during the fiscal year (not annualized or current base salary); therefore the salary amounts shown in this column for NEOs that (i) started employment during Fiscal 2023 are pro-rated based on their start date and/or (ii) received a base salary increase (or decrease) during Fiscal 2023 differ from their base salary as of December 31, 2023. In addition, a portion of Mr. Molu’s salary was paid in GBP was converted to USD at the rate of 1.27303 as of December 31, 2023 for purposes of this table. (2) Pursuant to his separation and release agreement, Mr. Molu received a bonus for Fiscal 2023 in the amount of GBP £275,044 (approximately USD $350,139 as of December 31, 2023). Non-GAAP Measures For purposes of the annual target bonus opportunity, Bonus Eligible Adjusted EBIT is defined as net income (loss), plus interest expense and income taxes, further adjusted to exclude the impact of non-cash charges for share-based compensation and cash charges for transaction-related costs and adjustments, restructuring and transformation charges, certain other non-operating, non-recurring or non-core gains and losses, and the impact of changes in foreign exchange rates. One-Time Signing Cash Bonuses Molu. We paid Mr. Molu a one-time signing bonus in March 2023 equal to GBP £439,406 (approximately USD $559,377 as of December 31, 2023). Sinha. We paid Mr. Sinha a one-time signing bonus equal to $675,000 in Fiscal 2023. It was paid in two installments: (1) 50% was paid in January 2023 (6 months following Mr. Sinha’s start date) and (2) 50% was paid in December 2023.

  27. Long-Term Incentive Program

    Long-Term Incentive Program The Company’s long-term incentive program (“LTIP”) is designed to provide a significant portion of our executives’ compensation opportunity in equity-based instruments and/or other vehicles with long-term performance metrics. Long-term incentives may include time-based awards and/or performance-based awards, and may be denominated in shares of our Common Stock or cash and typically vest over a three-year period. The grants of LTIP awards are designed to assist in recruiting talented executives, aligning the interests of our executives with the long-term interests of our stockholders, promoting value-creation for our executives and our stockholders and, in the case of performance-based awards, driving the achievement of certain long-term business goals in order to promote long-term value. Under the 2020 Incentive Plan, we are permitted to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock or cash-based awards. The 2020 Incentive Plan is designed to align the interests of our management team with our stockholders. Annual Long-Term Incentive Awards Each year, the Compensation Committee grants long-term incentive awards to our NEOs after considering competitive market data, individual performance and the NEO’s total target compensation. In determining the value of long-term incentive awards granted to our NEOs, the Compensation Committee further takes into account various factors it deems important, including each NEO’s level of responsibility within the Company and potential to improve the long-term, overall value of the business. For Fiscal 2023, the Compensation Committee determined that the value of our annual long-term incentive awards to NEOs would be delivered both in the form of (i) time-based RSUs, which vest in annual equal installments over a three-year period based on continued service, and (ii) performance-based long-term cash (“P-CASH”), which vest subject to our relative TSR performance against a specified group of peer companies over a one-, two-, and three-year performance period (collectively, the “2023 LTIP”). The decision to grant a combination of time-based and cash-based long-term incentive awards in Fiscal 2023 took into account considerations including the importance of providing long-term incentives aligned with stockholder interests (including through a relative TSR metric), potential dilution from equity awards, other equity award holdings providing continuing equity alignment, and potential cash costs of a cash-settled award. In addition, pursuant to their respective employment agreements, Messrs. Molu and Lillie each received an additional award of performance-based restricted stock units (“P-RSUs”), which vest subject to our relative TSR performance against a specified group of peer companies over a one-, two- and three-year performance period. No P-CASH or P-RSUs will vest if relative TSR performance metrics are not achieved, aligning the interests of our executives with those of our stockholders. In addition to further aligning our executives’ interests with those of our stockholders, the 2023 LTIP awards vest over approximately three years subject to the executives’ continued employment, providing a key retention tool in our executive compensation program and encouraging stability. Further, our NEOs are subject to the share ownership guidelines discussed below as described under “Stock Ownership Guidelines.” For additional details on the 2023 LTIP awards made to our NEOs, please see the “Grants of Plan-Based Awards” table below. One-Time Retention, Promotion and Sign-On Awards The Compensation Committee approved one-time sign-on equity grants in Fiscal 2023 to Mr. Molu and Mr. Lillie. These sign-on equity grants were in the form of time-based RSUs vesting on the first, second and third anniversaries of the grant date. These awards (i) immediately aligned Mr. Molu and Mr. Lillie’s interests with those of our stockholders and (ii) were intended to provide retentive value to Mr. Molu and Lillie. The time-based RSU awards provided for vesting in equal installments annually over a three-year period. For additional details on the these one-time awards made to Messrs. Molu and Lillie, please see the “Grants of Plan-Based Awards” table below.

  28. Severance Benefits

    Severance Benefits Our severance arrangements are designed to promote loyalty and to provide executives with security and reasonable compensation upon certain terminations of employment. We are obligated to pay severance or other benefits to our NEOs upon certain terminations of employment pursuant to employment agreements or our Executive Change in Control Severance Plan. We may also provide severance benefits to executives who voluntarily terminate their employment relationship with us to incentivize them to assist with transition related matters. Further details regarding the severance benefits provided to our NEOs can be found below under “Potential Payments upon Termination or Change in Control.”

  29. Employment Agreements

    Employment Agreements Each of our NEOs is party to an employment agreement, which specifies the terms of the executive’s employment including certain compensation levels, and is intended to help retain the executive and to provide stability in our senior management team.

  30. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified deferred compensation plan (“Non-Qualified Plan”) under which our executives and certain management can participate. We do not provide a company matching contribution to the Non-Qualified Plan. None of our NEOs participated in the Non-Qualified Plan in Fiscal 2023. Further details regarding the Non-Qualified Plan can be found below under “Non-Qualified Deferred Compensation Plan.”

  31. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m) of the Code For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1.0 million paid in a taxable year to certain “covered employees,” which would generally include our NEOs, under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Once an individual becomes a “covered employee” under Section 162(m) of the Code, all current and future compensation to these individuals will remain subject to the limitation under Section 162(m) of the Code. These tax effects are only one factor considered by our Compensation Committee when entering into compensation arrangements. Our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our NEOs in a manner that can best promote our overall objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) of the Code where we believe it is appropriate to do so. Section 280G of the Code Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control, and Section 4999 of the Code imposes a 20% excise tax on the individual receiving “excess parachute payments.” Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. Generally, our executive employment agreements provide that, to the extent the executive would be subject to Section 280G or 4999 of the Code, the executive’s parachute payments would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the executive’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made and the executive paid the applicable excise tax.

  32. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation we paid to each NEO for Fiscal 2023 and, to the extent required by SEC disclosure rules, Fiscal 2022 and Fiscal 2021.

  33. SUMMARY COMPENSATION TABLE

    | Executive | Year | Salary | Bonus(3) | Stock Awards(5) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and nonqualified deferred compensation earnings | All Other Compensation (6) | Total | | Amar Maletira Chief Executive Officer | 2023 | $832,192 | $2,761,798 | $9,799,570 | — | | | $9,900 | $13,403,460 | | | 2022 | $795,173 | $821,910 | $23,681,398 | — | — | — | $6,101 | $25,304,582 | | | 2021 | $750,000 | $675,000 | $12,462,203 | — | — | — | $5,801 | $13,893,004 | | Bobby Molu(1) Former Executive Vice President and Chief Financial Officer | 2023 | $714,616 | $909,516 | $7,104,980 | — | | | $113,812 | $8,842,924 | | Brian Lillie(2) Executive Vice President, President Private Cloud | 2023 | $610,822 | $250,437 | $8,877,929 | — | | | $10,125 | $9,749,313 | | D K Sinha Executive Vice President, President Public Cloud | 2023 | $650,000 | $941,500 | $4,899,786 | — | | | $10,440 | $6,501,726 | | | 2022 | $300,000 | $297,397 | $7,744,396 | — | — | — | $6,750 | $8,348,543 | | Srini Koushik Executive Vice President, President, Technology, Sustainability and Artificial Intelligence | 2023 | $525,000 | $161,438 | $1,781,738 | — | | | $9,900 | $2,478,076 | | | 2022 | $525,000 | $954,375 | $2,938,780 | — | — | — | $5,019 | $4,423,174 |

  34. SUMMARY COMPENSATION TABLE

    (1)Mr. Molu commenced employment with us as CFO on January 16, 2023. He ceased to be CFO on January 12, 2024 and his employment with us ended on February 23, 2024. The cash portion of his compensation was paid in GBP and converted to USD at the rate of 1.27303 as of December 31, 2023 for purposes of this table and other applicable tables. (2)Mr. Lillie commenced employment with us on January 23, 2023. (3)Amounts reflected for Fiscal 2023 include annual bonus payments for each NEO that were earned for Fiscal 2023 and paid in March 2024, as discussed under “Compensation Discussion and Analysis - Annual Cash Incentive Program.” In addition, the amounts for Messrs. Molu and Sinha include one-time signing bonuses of $559,377 and $675,000, respectively, as discussed under “Compensation Discussion and Analysis - Annual Cash Incentive Program - One-Time Signing Cash Bonuses.” (4)The Fiscal 2023 amounts in the “Stock Awards” column include special one-time sign-on awards granted to Messrs. Molu and Lillie, as discussed under “Compensation Discussion and Analysis - Long-Term Equity Incentive Compensation.” Dollar amounts reported reflect the aggregate fair value determined as of the date of grant in each case calculated in accordance with ASC Topic 718. See Note 12, “Share-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Fiscal 2023 Annual Report for the relevant assumptions used in the calculation of these amounts. The amounts reported for these awards may not represent the amount that the NEO will actually realize from the award through applicable vesting dates. (5)The amounts shown for “All Other Compensation” for Fiscal 2023 are detailed in the table below. The amounts listed for matching contributions under our 401(k) plan are immediately vested.

  35. SUMMARY COMPENSATION TABLE

    | Executive | 401(k) Company Match | Tax Equalization(a) | Work From Home Allowance | Total | | Amar Maletira | $9,900 | $— | | $9,900 | | Bobby Molu | $— | $113,812 | | $113,812 | | Brian Lillie(2) | $9,900 | $— | $225 | $10,125 | | D K Sinha | $9,900 | $— | $540 | $10,440 | | Srini Koushik | $9,900 | $— | | $9,900 |

  36. SUMMARY COMPENSATION TABLE

    (a) Pursuant to his employment agreement, as amended, Mr. Molu received a tax equalization payment in Fiscal 2023.

  37. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table shows grants of plan-based awards granted to our NEOs during Fiscal 2023.

  38. GRANTS OF PLAN-BASED AWARDS

    | Executive Type of Award | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | Estimated Future Payouts under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(1) | | | | Target | Maximum | Target | Maximum | | | | Amar Maletira | | | | | | | | | Annual Cash Incentive Plan(2) | | $1,215,000 | $1,822,500 | | | | | | P-CASH - Tranche 1(3) | 3/16/2023 | | | 1,833,333 | 3,666,667 | | $1,723,333 | | P-CASH - Tranche 2(3) | | | | 1,833,333 | 3,666,667 | | $1,870,000 | | P-CASH - Tranche 3(3) | | | | 1,833,333 | 3,666,667 | | $1,778,333 | | Time-Based RSUs4) | 3/16/2023 | | | | | 2,088,634 | $4,427,904 | | Bobby Molu | | | | | | | | | Annual Cash Incentive Plan(2) | | $692,782 | $1,039,173 | | | | | | P-CASH - Tranche 1(3) | 3/16/2023 | | | 500,000 | 1,000,000 | | $470,000 | | P-CASH - Tranche 2(3) | | | | 500,000 | 1,000,000 | | $510,000 | | P-CASH - Tranche 3(3) | | | | 500,000 | 1,000,000 | | $485,000 | | Time-Based RSUs(4) | 1/24/2023 | | | | | 841,665 | $2,457,662 | | Time-Based RSUs(4) | 3/16/2023 | | | | | 569,627 | $1,207,609 | | P-RSUs - Tranche 1(5) | 3/16/2023 | | | 316,459 | 632,918 | | $490,511 | | P-RSUs - Tranche 2(5) | | | | 316,460 | 632,920 | | $686,718 | | P-RSUs - Tranche 3(5) | | | | 316,460 | 632,920 | | $797,479 | | Brian Lillie | | | | | | | | | Annual Cash Incentive Plan(2) | | $650,000 | $975,000 | | | | | | P-CASH - Tranche 1(3) | 3/16/2023 | | | 500,000 | 1,000,000 | | $470,000 | | P-CASH - Tranche 2(3) | | | | 500,000 | 1,000,000 | | $510,000 | | P-CASH - Tranche 3(3) | | | | 500,000 | 1,000,000 | | $485,000 | | Time-Based RSUs(4) | 1/24/2023 | | | | | 1,178,332 | $3,440,729 | | Time-Based RSUs(4) | 3/16/2023 | | | | | 569,627 | $1,207,609 | | P-RSUs - Tranche 1(5) | 3/16/2023 | | | 443,043 | 886,086 | | $686,717 | | P-RSUs - Tranche 2(5) | | | | 443,043 | 886,086 | | $961,403 | | P-RSUs - Tranche 3(5) | | | | 443,044 | 886,088 | | $1,116,471 | | D K Sinha | | | | | | | | | Annual Cash Incentive Plan(2) | | $650,000 | $975,000 | | | | | | P-CASH - Tranche 1(3) | 3/16/2023 | | | 916,667 | 1,833,333 | | $861,667 | | P-CASH - Tranche 2(3) | | | | 916,667 | 1,833,333 | | $935,000 | | P-CASH - Tranche 3(3) | | | | 916,667 | 1,833,333 | | $889,167 | | Time-Based RSUs(4) | 3/16/2023 | | | | | 1,044,317 | $2,213,952 | | Srini Koushik | | | | | | | | | Annual Cash Incentive Plan(2) | | $393,750 | $590,625 | | | | | | P-CASH - Tranche 1(3) | 3/16/2023 | | | 333,333 | 666,667 | | $313,333 | | P-CASH - Tranche 2(3) | | | | 333,333 | 666,667 | | $340,000 | | P-CASH - Tranche 3(3) | | | | 333,333 | 666,667 | | $323,333 | | Time-Based RSUs(4) | 3/16/2023 | | | | | 379,751 | $805,072 |

  39. GRANTS OF PLAN-BASED AWARDS

    (1)Dollar amount reported reflects the fair value on the date of grant in each case calculated in accordance with ASC Topic 718. See Note 12, “Share-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in our Fiscal 2023 Annual Report for the relevant assumptions used to determine the valuation of our stock awards. The amounts listed include grant date fair values for the P-RSUs and P-CASH at target. (2)Possible payout levels shown under the annual cash incentive plan are based on annualized salary as of December 31, 2023. See “Bonus” column of the Summary Compensation Table and accompanying footnote for the amount actually earned by each NEO for Fiscal 2023. (3)Represents P-CASH awards vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. (4)Represents RSUs granted under our 2020 Incentive Plan which vest in three equal installments annually over three years from the date of grant, subject to continued employment through the applicable vesting dates. (5)Represents P-RSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025.

  40. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table shows equity awards outstanding as of December 31, 2023 for each of the NEOs.

  41. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Executive Type of Award Grant Date | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have not Vested(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(1) | | Amar Maletira | | | | | | | | | | | RSUs(2) 3/16/2021 | — | — | — | — | — | 68,810 | $137,620 | — | — | | RSUs(3) 8/19/2021 | — | — | — | — | — | 195,102 | $390,204 | — | — | | RSUs(4) 3/22/2022 | — | — | — | — | — | 376,162 | $752,324 | — | — | | RSUs(5) 10/26/2022 | — | — | — | — | — | 965,195 | $1,930,390 | — | — | | RSUs(6) 3/16/2023 | — | — | — | — | — | 2,088,634 | $4,177,268 | — | — | | P-RSUs(7) 3/22/2022 | — | — | — | — | — | — | — | 62,694 | $125,388 | | P-RSUs(8) 10/26/2022 | — | — | — | — | — | — | — | 1,447,792 | $2,895,584 | | P-CASH(9) 3/16/2023 | — | — | — | — | — | — | — | — | $5,500,000 | | Bobby Molu | | | | | | | | | | | RSUs(10) 1/24/2023 | — | — | — | — | — | 841,665 | $1,683,330 | — | — | | RSUs(11) 3/16/2023 | — | — | — | — | — | 569,627 | $1,139,254 | — | — | | P-RSUs(12) 3/16/2023 | — | — | — | — | — | — | — | 949,379 | $1,898,758 | | P-CASH(13) 3/16/2023 | — | — | — | — | — | — | — | — | $1,500,000 | | Brian Lillie | | | | | | | | | | | RSUs(14) 1/24/2023 | — | — | — | — | — | 1,178,332 | $2,356,664 | — | $— | | RSUs(15) 3/16/2023 | — | — | — | — | — | 569,627 | $1,139,254 | — | — |

  42. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Executive Type of Award Grant Date | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have not Vested(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(1) | | P-RSUs(16) 3/16/2023 | — | — | — | — | — | — | — | 1,329,130 | $2,658,260 | | P-CASH(17) 3/16/2023 | — | — | — | — | — | — | — | — | $1,500,000 | | D K Sinha | | | | | | | | | | | RSUs(18) 7/18/2022 | — | — | — | — | — | 582,750 | $1,165,500 | — | — | | RSUs(19) 11/27/2022 | — | — | — | — | — | 347,642 | $695,284 | — | — | | RSUs(20) 3/16/2023 | — | — | — | — | — | 1,044,317 | $2,088,634 | — | — | | P-CASH(21) 3/16/2023 | — | — | — | — | — | — | — | — | $2,750,000 | | Srini Koushik | | | | | | | | | | | RSUs(22) 3/22/2022 | — | — | — | — | — | 43,886 | $87,772 | — | — | | RSUs(23) 8/16/2022 | — | — | — | — | — | 53,565 | $107,130 | — | — | | RSUs(24) 11/27/2022 | — | — | — | — | — | 139,057 | 278,114 | — | — | | RSUs(25) 3/16/2023 | — | — | — | — | — | 379,751 | $759,502 | — | — | | P-RSUs(26) 3/22/2022 | — | — | — | — | — | — | — | 43,886 | $87,772 | | P-CASH(27) 3/16/2023 | — | — | — | — | — | — | — | — | $1,000,000 |

  43. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1)The market value is based on the closing price of our Common Stock of $2.00, as reported by the NASDAQ on December 29, 2023. (2)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on March 16, 2024. (3)Represents RSUs vesting in equal semi-annual installments over three years, with the remaining unvested portion scheduled to vest on each of February 19, 2024 and August 19, 2024. (4)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024, and March 16, 2025. (5)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of September 27, 2024 and September 27, 2025. (6)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024, March 16, 2025 and March 16, 2026. (7)Represents P-RSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2022 and December 31, 2024. The remaining unvested portions are scheduled to vest on January 30, 2024 and January 30, 2025. (8)Represents P-RSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions will vest on January 30, 2024, January 30, 2025 and January 30, 2026. (9)Represents P-CASH vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (10)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on January 24, 2024, January 24, 2025 and January 24, 2026. (11)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024, March 16, 2025 and March 16, 2026. (12)Represents P-RSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (13)Represents P-CASH vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (14)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on January 24, 2024, January 24, 2025 and January 24, 2026. (15)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024, March 16, 2025 and March 16, 2026. (16)Represents P-RSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (17)Represents P-CASH vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (18)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of July 18, 2024 and July 18, 2025. (19)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of November 27, 2024 and November 27, 2025. (20)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024, March 16, 2025 and March 16, 2026. (21)Represents P-CASH vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (22)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024 and March 16, 2025. (23)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of August 16, 2024 and August 16, 2025. (24)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of November 27, 2024 and November 27, 2025. (25)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested portion scheduled to vest on each of March 16, 2024, March 16, 2025 and March 16, 2026. (26)Represents P-RSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026. (27)Represents P-CASH vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested portions are scheduled to vest on January 30, 2024, January 30, 2025 and January 30, 2026.

  44. OPTIONS EXERCISED AND STOCK VESTED

    OPTIONS EXERCISED AND STOCK VESTED The following table sets forth information regarding the vesting of equity awards in Fiscal 2023.

  45. OPTIONS EXERCISED AND STOCK VESTED

    | Executive | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Amar Maletira | — | $— | 1,175,808 | $2,466,378 | | Bobby Molu | — | $— | — | $— | | Brian Lillie | — | $— | — | $— | | D K Sinha | — | $— | 465,196 | $1,014,981 | | Srini Koushik | — | $— | 207,237 | $400,806 |

  46. OPTIONS EXERCISED AND STOCK VESTED

    (1) The value realized was determined by multiplying the number of shares that vested by the per-share closing price of our Common Stock as reported by Nasdaq on the date each award vested. Dollar values do not necessarily reflect the proceeds actually received by the NEO.

  47. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Our Non-Qualified Plan permits designated eligible participants, including our NEOs, to elect to defer up to 80% of base salary and 100% of incentive bonus compensation on a pre-tax basis. Deferred amounts are credited to each participant’s account which is then allocated based on a select number of investment options. The value of the participant’s account is adjusted according to the performance of the investment options chosen. Distributions from the Non-Qualified Plan are payable in cash and will be paid either in a lump sum or annual installments at a specific date prior to retirement or termination of employment, as elected in advance by the participant. A participant may elect to receive distributions and related earnings through an in-service account through a lump-sum or up to five annual installments, as elected in advance by the participant. None of our NEOs had a balance in a non-qualified deferred compensation account as of December 31, 2023.

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Compensation Committee believes that retaining our NEOs and other key employees by providing a degree of financial security and ensuring a continued dedication to duties in the event of a change in control is in the best interests of our stockholders. Each of our NEOs is entitled to receive the change in control or termination benefits under the applicable agreement described above under “Employment and Separation Agreements.” In addition, our NEOs are entitled to receive the change in control or termination benefits described below under their long-term equity incentive agreements:

  49. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K of the Exchange Act (“Item 402(u)”), we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). In determining the “median employee,” we prepared a list of all our full-time, part-time and temporary employees as of December 31, 2023, at which time our employee population consisted of 5,813 employees in 22 countries. We did not rely on the de minimis exception under the SEC rules. To identify the median employee from our employee population, we used the annual base salary or wages of each employee, together with variable compensation (including bonuses and commissions) paid during Fiscal 2023 as our consistently applied compensation measure. We annualized the base salaries or wages of those employees that were not employed for the full year and adjusted the compensation of part-time employees to reflect the actual number of hours worked during the year. The compensation of non-US employees was converted to the US dollar equivalent using consistently applied foreign exchange rates. We did not make any cost of living adjustments. We believe this methodology is a reasonable estimate calculated in a manner consistent with Item 402(u). After the median employee was identified, we calculated such employee’s compensation in the same manner as we calculated the compensation of our principal executive officer for purposes of the Summary Compensation Table and compared the two. For Fiscal 2023: •The median employee’s total annual total compensation was $56,207; •The total annual compensation for our principal executive officer, Mr. Maletira, was $13,403,460, as reported in the “Summary Compensation Table” section above. •Our CEO Pay Ratio was 238:1. We believe that the CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). We used estimates and assumptions in calculating the CEO Pay Ratio reported above, which may differ from the estimates and assumptions used by other companies. Therefore, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies.

  50. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The table below summarizes the relationship between executive compensation actually paid to the Principal Executive Officers (“PEO”) and the Non-PEO Named Executive Officers (“Non-PEO NEOs”) and certain financial performance measures for Fiscal 2020, 2021, 2022 and 2023.

  51. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Compensation Actually Paid to First PEO(1)(3) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to Second PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Invested Based on: | | Net Income (in millions) | Company Selected Measure: Non-GAAP Operating Profit(6) (in millions) | | | | | | | | | Total Stockholder Return(4) ($) | Peer Group Total Stockholder Return(5) ($) | | | | 2023 | $— | $— | $13,403,460 | $3,939,502 | $6,893,010 | $4,559,365 | $12.20 | $175.32 | $(837.8) | $183.4 | | 2022 | $17,025,668 | $(22,885,308) | $25,304,582 | $2,445,698 | $5,397,267 | $(320,247) | $18.00 | $111.07 | $(804.8) | $363.8 | | 2021 | $35,270,070 | $22,164,881 | $— | $— | $7,832,042 | $3,683,896 | $82.18 | $154.69 | $(218.3) | $484.1 | | 2020 | $6,864,209 | $2,327,785 | $— | $— | $7,863,448 | $5,365,617 | $116.29 | $114.98 | $(245.8) | $472.9 |

  52. PAY VERSUS PERFORMANCE TABLE

    (1) Kevin Jones served as our first PEO for 2020, 2021, and 2022. Amar Maletira served as our second PEO during 2022 and 2023. (2) For 2023, our non-PEO NEOs included Bobby Molu, Brian Lillie, D K Sinha and Srini Koushik. For 2022, our non-PEO NEOs included Dharmendra Kumar (“D K”) Sinha, Srini Koushik, Holly Windham, and Subroto Mukerji. For 2021, our non-PEO NEOs included Amar Maletira, Subroto Mukerji, Holly Windham, and Martin Blackburn. For 2020, our non-PEO NEOs included Amar Maletira, Dustin Semach, Holly Windham, Martin Blackburn, Steve Mills, and Matt Stoyka. (3) Compensation Actually Paid (“CAP”) has been calculated based on the methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”):

  53. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid(a) | Fiscal 2023 (For PEO) | Fiscal 2023 (Average for Non-PEO NEOs) | | Summary Compensation Table Total | $13,403,460 | $6,893,010 | | Deduct Amounts Reported under the "Stock Awards" Column in the SCT | $(9,799,570) | $(5,666,108) | | Add Year End Fair Value of Equity Awards Granted in the Year | $6,497,131 | $3,757,623 | | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $(3,482,218) | $(281,157) | | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $— | $— | | Add Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(1,002,743) | $(141,973) | | Deduct Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $(1,676,558) | $(2,030) | | Compensation Actually Paid | $3,939,502 | $4,559,365 |

  54. PAY VERSUS PERFORMANCE TABLE

    (a) For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.

  55. PAY VERSUS PERFORMANCE TABLE

    | Performance Share Units | Fiscal 2023 | | TSR Realized Performance (Percentile) | 0 – 10th | | Volatility | 97.52% - 108.46% | | Risk-Free Interest Rate | 4.13% - 4.67% |

  56. PAY VERSUS PERFORMANCE TABLE

    (4) Reflects cumulative Total Shareholder Return (TSR). It shows the growth of a $100 investment on August 5, 2020, the first day of trading of our Common Stock,through the end of the applicable fiscal year, assuming the reinvestment of dividends. (5) Peer Group Total Shareholder Return represents the cumulative return on a $100 investment in the S&P 500 Information Technology Index on August 5, 2020, the first day of trading of our Common Stock, through the end of the applicable fiscal year, assuming reinvestment of dividends. (6) Non-GAAP Operating Profit is defined as net income (loss), plus interest expense and income taxes, further adjusted to exclude the impact of non-cash charges for share-based compensation and cash charges for transaction-related costs and adjustments, restructuring and transformation charges, certain other non-operating, and non-recurring or non-core gains and losses.

  57. Relationship between Performance Measures and Compensation Actually Paid

    Relationship between Performance Measures and Compensation Actually Paid The following chart provides a graphical comparison of the relationship between executive compensation actually paid to performance measures. The following table also illustrates the value of compensation actually paid to our PEOs and Non-PEO NEOs and Total Stockholder Return and Peer Group Total Stockholder Return. The following table illustrates the value of compensation actually paid to our PEOs and Non-PEO NEOs and our Net Income. The following table illustrates the value of compensation actually paid to our PEOs and Non-PEO NEOs and Non-GAAP Operating Profit.