DEF 14A of Unity Software Inc., Apr 18, 2024

DEF 14A of Unity Software Inc.

Filed Apr 18, 2024 · FY20230001810806-24-000076

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes, designated as Class I, Class II and Class III, each of which has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board presently has twelve members. There are four directors in the class whose term of office expires in 2024. If elected at the Annual Meeting, each of these nominees would serve until the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. All four of the nominees are current directors and, if elected, will be continuing their roles on the Board. Mr. Kostman and Ms. Lee have not previously been elected by our stockholders. As described below, Mr. Kostman’s candidacy was recommended by ironSource pursuant to the Merger Agreement (as defined below). Ms. Lee’s candidacy was recommended by our then Chief Executive Officer, Mr. Riccitiello. Our Nominating and Corporate Governance Committee has evaluated each of our director’s particular experience, qualifications, attributes and skills, and has recommended their respective nominations. In connection with its nomination of the slate of nominees for election at the Annual Meeting, the Board also considered and determined that Mr. Kostman’s service on two other public company boards of directors, including the board of directors of Outbrain Inc., where he serves as the chief executive officer, does not impair his ability to effectively serve on our Board. Our policy is to strongly encourage directors and nominees for director to attend the Annual Meeting. Each of our then-current directors attended the 2023 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the shares present online at the meeting or represented by proxy and entitled to vote generally on the election of directors. Accordingly, the four nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

  2. ELECTION OF DIRECTORS

    | | PROPOSAL ONE |

  3. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING The following is a brief biography of each nominee for election for a three-year term expiring at the 2027 annual meeting.

  4. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | Roelof Botha | | | Since January 2003, Mr. Botha has served in various positions including as a Senior Steward, at Sequoia Capital, a venture capital firm, since 2007. From March 2000 to June 2003, Mr. Botha served in various positions at PayPal, Inc., a public online payments company, including as Chief Financial Officer. Mr. Botha currently serves on the boards of directors of 23andMe Holding Co., a personal genetics company, Block, Inc., a provider of payment processing and financial and marketing services, MongoDB, Inc., a cross-platform database program, Natera, Inc., a genetic testing company, as well as a number of privately-held companies. He previously served on the boards of Bird Global, Inc., an electric vehicle ridesharing company, and Eventbrite, Inc., a global platform for live experiences. Mr. Botha holds a B.S. in actuarial science, economics and statistics from the University of Cape Town and an M.B.A. from the Stanford University Graduate School of Business. Mr. Botha was selected to serve on our Board due to his knowledge of the technology industry and experience serving on the boards of directors of public companies. | | Age: 50 | | | Board Member Since: 2009 & Chairman since 2023 Title: Senior Steward, Sequoia Capital | |

  5. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | David Helgason | | | Mr. Helgason co-founded our company in 2004. He served as a member of our Board from July 2007 to June 2014, and was reappointed as a director in May 2015. From August 2004 to October 2014, Mr. Helgason served as our President and Chief Executive Officer. Mr. Helgason is a founding General Partner of Transition Global, a venture capital firm focused on solving the world’s climate crisis, where he has served since October 2021. From July 2016 to March 2021, Mr. Helgason served as a Partner at Nordic Makers General Partners ApS, an early-stage venture capital firm. Mr. Helgason serves on the board of several privately-held companies. Mr. Helgason studied physics, Arabic, and psychology at the University of Copenhagen from 1997 to 2001. Mr. Helgason was selected to serve on our Board because of his significant knowledge of our company and his experience in the gaming and entertainment industries. | | Age: 46 | | | Board Member Since: 2007 Title: Founding General Partner, Transition Global | |

  6. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | PROPOSAL ONE |

  7. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | David Kostman | | | Mr. Kostman previously served on the board of ironSource from October 2014 until its merger with us. He is Chairman of the Board of Nice Ltd., a publicly traded software company, and a member of the board of Outbrain Inc. a public web recommendation platform, where he has also served as the Co-Chief Executive Officer since October 2017. He also is a member of the board of directors of a private company and is Chairman of AFNatal, a non-profit organization. Previously, he served as a member of the board of directors of publicly traded Retalix Ltd., which was acquired by NCR. Mr. Kostman was previously a Managing Director of Lehman Brothers, Chief Operating Officer and Chief Executive Officer of Delta Galil USA, a subsidiary of the publicly traded Delta Galil Industries Ltd., and President of the International Division and Chief Operating Officer of publicly traded VerticalNet Inc. Mr. Kostman began his career working in the Investment Banking Division of Lehman Brothers and also NM Rothschild & Sons focusing on the technology and internet sectors. Mr. Kostman holds a B.A. in Law from Tel Aviv University and an M.B.A. in Business Administration from INSEAD. Mr. Kostman was selected to serve on our Board because of his deep experience in the technology industry and his experience as an executive at a publicly traded company. | | Age: 59 | | | Board Member Since: 2022 Title: Co-Chief Executive Officer, Outbrain Inc. | |

  8. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | PROPOSAL ONE |

  9. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | Michelle K. Lee | | | Ms. Lee is CEO and founder of Obsidian Strategies, Inc., which advises companies on identifying and implementing their digital transformation opportunities using artificial intelligence. From September 2019 until December 2021, Ms. Lee was the Vice President of the Machine Learning Solutions Lab at Amazon Web Services, a subsidiary of Amazon.com, an e-commerce company. Prior to that, from January 2018 to September 2019, Ms. Lee served on the board of directors for Alarm.com, a provider of cloud-based services for home automation and monitoring services. From September 2017 to June 2018, Ms. Lee held the appointment of the Herman Phleger Visiting Professor of Law at Stanford University. From November 2012 until June 2017, Ms. Lee served in various roles at the United States Patent and Trademark Office (“USPTO”), including as the Under Secretary of Commerce for Intellectual Property and Director of the USPTO. From 2003 until 2012, Ms. Lee held various roles at Google, Inc, an internet company, including as Deputy General Counsel. Earlier in her career, Ms. Lee was a partner at Fenwick & West, LLP, a law firm. Ms. Lee holds a S.B. in electrical engineering and a S.M. in electrical engineering and computer science from the Massachusetts Institute of Technology (“MIT”), and a J.D. from the Stanford University School of Law. Ms. Lee is also a member of MIT’s board of trustees. Ms. Lee was selected to serve on our Board because of her deep experience in law, government and technology. | | Age: 58 | | | Board Member Since: 2022 Title: CEO of Obsidian Strategies, Inc. and Former Under Secretary of Commerce for Intellectual Property and Director of the USPTO | |

  10. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | The Board of Directors recommends a vote in favor of each named nominee. |

  11. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | | PROPOSAL ONE |

  12. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING The following is a brief biography of each Class II director whose term will continue after the Annual Meeting.

  13. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | | Shlomo Dovrat | | | Mr. Dovrat founded Viola group, a technology investment group, and Viola Ventures, a venture capital firm in 2000. He currently serves as a member of the board of directors of Outbrain Inc., a publicly traded web recommendation platform, and on the board of several privately held technology companies. Prior to founding Viola, Mr. Dovrat founded and served as CEO of Oshap Technologies and Teconmatix, Israeli technology companies both publicly traded and subsequently sold in 1999 and 2005, respectively. Mr. Dovrat served on the board of ironSource prior to its merger with us. Mr. Dovrat has been and continues to be active in various non-governmental organizations and serves as the Chairman of the Aaron Institute for Economic Policy and as Chairman of Pnima, an Israeli social movement. Mr. Dovrat served as the Chairman of the Israel Democracy Institute from 2009 to 2012, and as the Chairman of the National Taskforce for the Advancement of Education in Israel from 2003 to 2005. Mr. Dovrat was selected to serve on our Board because of his experience both investing in and managing companies in the technology industry. | | Age: 64 | | | Board Member Since: 2022 Title: Co-Founder and General Partner, Viola Ventures | |

  14. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | | Egon Durban | | | Mr. Durban joined Silver Lake, a global technology investment firm, in 1999 as a founding principal and has served as the firm’s Co-Chief Executive Officer and Managing Partner since December 2019. He also serves on the board of directors of Endeavor Group Holdings, Inc., an entertainment, sports and media platform, Dell Technologies Inc., an information technology company, Motorola Solutions, Inc., a multinational telecommunications company, TKO Group Holdings, Inc., a media conglomerate company, and several privately-held companies. Mr. Durban also served as a director at Twitter, Inc., a social networking service, from 2020 to 2022, Pivotal Software, Inc., a software and services company, from 2016 until its acquisition in 2019, Qualtrics International Inc., a customer experience management company from 2021 to 2023, SecureWorks Corp., an information security services company, from 2015 to 2020, and VMware, Inc., a software company, from 2016 to 2023. Mr. Durban holds a B.S.B.A in Finance from Georgetown University. Mr. Durban was selected to serve on our Board because of his significant knowledge of the technology industry and experience as a director of publicly and privately-held technology companies. | | Age: 50 | | | Board Member Since: 2017 Title: Co-Chief Executive Officer and Managing Partner of Silver Lake | |

  15. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | | PROPOSAL ONE |

  16. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | | Barry Schuler | | | In 2006, Mr. Schuler co-founded the DFJ Growth Fund, where he currently serves as Managing Director and Partner. From 1995 to 2002, Mr. Schuler held various roles at America Online Inc., a web portal and online service provider, including Chairman and Chief Executive Officer. Mr. Schuler serves on the board of a number of privately-held companies. Mr. Schuler holds a B.A. in psychology from Rutgers University. Mr. Schuler was selected to serve on our Board due to his knowledge of the technology and entertainment industries, his experience as a chief executive officer and his experience serving on the boards of directors of fast-growing technology companies. | | Age: 70 | | | Board Member Since: 2016 Title: Managing Director and Partner of DFJ Growth Fund | |

  17. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | | Robynne Sisco | | | Since August 2012, Ms. Sisco has held various positions at Workday, Inc., a public human resources and financial management software company, including Vice Chair from February 2023, Co-President from February 2018 to February 2023, Chief Financial Officer from April 2016 to January 2022 and Senior Vice President and Chief Accounting Officer from August 2012 to April 2016. From June 2009 to August 2012, Ms. Sisco served as Chief Accounting Officer and Corporate Controller at VMware, Inc., a software company. Ms. Sisco also previously served as Senior Vice President and Chief Accounting Officer at VeriSign Inc., and held senior finance positions at Oracle Corporation, Visa Inc., GE Capital, and Ford Motor Company. Ms. Sisco holds a B.A. in economics and accounting from Claremont McKenna College and an M.B.A. in finance from Golden Gate University. Ms. Sisco was selected to serve on our Board because of her experience working in the software and technology industries and her expertise in finance. | | Age: 58 | | | Board Member Since: 2017 Title: Vice Chair, Workday | |

  18. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | | PROPOSAL ONE |

  19. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING The following is a brief biography of each Class III director whose term will continue after the Annual Meeting.

  20. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | | Tomer Bar-Zeev | | | Mr. Bar-Zeev co-founded and served as the Chief Executive Officer of ironSource Ltd. (“ironSource”) from its founding in 2010 through its merger with us in November 2022. He also served on ironSource’s board from July 2011, and as Chairman of ironSource from June 2021. Mr. Bar-Zeev continued as CEO of ironSource through the closing of the merger and served as our President, Grow Solutions from March 2023 until January 2024. Mr. Bar-Zeev previously served on the board of directors of Partner Communications, a public company listed on Nasdaq and Tel Aviv Stock Exchange from November 2017 to November 2019. Prior to founding ironSource, Mr. Bar-Zeev served as a Vice President at Payoneer. Mr. Bar-Zeev currently serves on the boards of the Israel Advanced Technology Industries, which is an organization that connects Israel’s tech and life sciences industries, and HaGal Sheli, a non-profit organization that serves at-risk youth. Mr. Bar-Zeev has been named one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs. Mr. Bar-Zeev holds a B.S. in Computer Science from IDC Herzliya. Mr. Bar-Zeev was selected to serve on our Board because of his experience working in the software and technology industries and his deep knowledge and understanding of our company. | | Age: 48 | | | Board Member Since: 2022 Title: Former Unity President, Grow Solutions and ironSource Founder | |

  21. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | | Keisha Smith | | | Since August 2018, Ms. Smith has served as the Chief People Officer of Tory Burch, an American fashion label. From January 2013 until August 2018, she served as Chief Human Resources Officer of News Corporation, a mass media and publishing company. From July 2001 to December 2012, she served in various roles, including as Global Co-Head of Talent Management, at Morgan Stanley, a multinational investment bank and financial services company. Ms. Smith holds a B.A. in International Relations from the University of Virginia. Ms. Smith was selected to serve on our Board because of her leadership experience and expertise in talent development strategy and operations. | | Age: 47 | | | Board Member Since: 2021 Title: Chief People Officer of Tory Burch | |

  22. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | | PROPOSAL ONE |

  23. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | | Mary Schmidt Campbell, Ph.D. | | | Dr. Campbell served as President of Spelman College, a liberal arts college and historically Black college for women, from 2015 to June 2022. From October 1991 to May 2014, she served as Dean of the Tisch School of the Arts. As dean and Associate Provost for the Arts, she worked with a multi-school team to establish the NYU Game Center, an all-university center for the study and creation of games which was recently ranked as the #1 Game Design Center at a university. From October 2009 to October 2016, Dr. Campbell served as Vice-Chair of the President’s Committee on the Arts and Humanities, a bi-partisan group of citizens appointed by the President of the United States to advise the Office of the White House on issues regarding arts and the humanities. Prior to her service at NYU, from 1987-1991, she was New York City’s Cultural Affairs Commissioner, under Mayor Edward I. Koch and Mayor David Dinkins. From 1977 to 1987, she served as the director of the Studio Museum in Harlem, developing the first accredited Black fine arts museum in the United States. She also serves on the boards of Juilliard, the New York Shakespeare Festival, Doris Duke Foundation, Getty Trust, the advisory board of the University of Virginia’s Karsh Institute of Democracy and on the UBS Americas Advisory Council. Dr. Campbell holds a B.A. degree in English literature from Swarthmore College and an M.A. in art history and Ph.D. in humanities from Syracuse University. Dr. Campbell was selected to serve on our Board because of her expertise in the arts, entertainment and education industries and her leadership experience. | | Age: 76 | | | Board Member Since: 2020 Title: President Emerita of Spelman College | |

  24. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | | PROPOSAL ONE |

  25. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | | James M. Whitehurst | | | Mr. Whitehurst has served as our Interim President and Chief Executive Officer, and a member of our Board, since October 2023. He serves as a Special Advisor at Silver Lake, a technology investment firm, a role he has held since March 2021. Prior to Silver Lake, Mr. Whitehurst served as a Senior Advisor at International Business Machines Corporation (“IBM”), a global technology company, from July 2021 to May 2022, after serving as President from April 2020 to July 2021 and as Senior Vice President from July 2019 to April 2020. From January 2008 to April 2020, he served as Chief Executive Officer of Red Hat, Inc., an open source software company, including through Red Hat’s acquisition by IBM in July 2019. Prior to joining Red Hat, Mr. Whitehurst held various leadership positions at Delta Air Lines, Inc., a global airline operator, from January 2002 to August 2007, and Boston Consulting Group, a management consulting firm, from September 1989 to December 2001. Mr. Whitehurst has served on the Boards of Directors of United Airlines Holdings, Inc., a publicly traded global airline operator, since March 2016, Amplitude, Inc., a publicly traded digital analytics company, since September 2021, Tanium Inc., a privately-held cybersecurity and systems management company, since January 2022, and Software AG, a software company traded on a foreign stock exchange, since January 2023. Mr. Whitehurst previously served on the Boards of Directors of multiple publicly traded companies, including Red Hat, from January 2008 to July 2019, SecureWorks Corp., a cybersecurity company, from April 2016 to April 2019, and DigitalGlobe, Inc., a builder and operator of satellites for digital imaging, from August 2009 to May 2016. Mr. Whitehurst received a B.A. in Computer Science and Economics from Rice University and an M.B.A. from Harvard Business School. Mr. Whitehurst was selected to serve on our Board because of the perspective and experience he brings as our interim President and Chief Executive Officer, as well as his experience in the technology industry and his experience as an executive and board member at publicly traded companies. | | Age: 56 | | | Board Member Since: 2023 Title: Unity Interim President and Chief Executive Officer | |

  26. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  27. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2023.

  28. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  29. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    Equity Compensation Plan Information

  30. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) ($)(1) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c) | | Equity compensation plans approved by security holders(2) | 53,642,564 | 19.09 | 32,042,931(3) | | Equity compensation plans not approved by security holders(4)(5) | 15,200,690 | 20.18 | 140,782 | | Total(6) | 68,843,254 | | 32,183,713 |

  31. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    1.The weighted-average exercise price excludes RSU awards, which have no exercise price. 2.Includes the following plans: our 2009 Stock Plan, 2019 Stock Plan, 2020 Equity Incentive Plan (the “2020 Plan”) and 2020 Employee Stock Purchase Plan (the “2020 ESPP”). 3.Excludes 11,000,000 shares and 3,849,055 shares that were added to our 2020 Plan and 2020 ESPP after December 31, 2023. Our 2020 Plan provides that the total number of shares of common stock reserved for issuance under the 2020 Plan will automatically increase on January 1st of each year in an amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year (the “Automatic Increase”), or a lesser number of shares determined by our Board. Our Board delegated authority to administer the 2020 Plan to the Human Capital and Compensation Committee and prior to January 1, 2024, our Human Capital and Compensation Committee approved an increase of 11,000,000 shares of common stock, which is less than would have been added to the share reserve pursuant to the Automatic Increase. The shares added to our 2020 ESPP resulted from the automatic annual increase on January 1, 2024 pursuant to the terms of our 2020 ESPP. 4.In connection with the ironSource Merger, (1) we assumed the ironSource Ltd. 2013 Share Incentive Plan (the “2013 ironSource Plan”) and the ironSource Ltd. 2021 Share Incentive Plan (the “2021 ironSource Plan” and together with the 2013 ironSource Plan, the “ironSource Plans”) and (2) we assumed certain options to purchase ironSource ordinary shares and restricted share units in respect of ironSource ordinary shares that were outstanding under the ironSource Plans immediately prior to the ironSource Merger, and such awards were converted into options to purchase Unity common stock and restricted stock units in respect of shares of Unity common stock, respectively. The “Equity compensation plans not approved by security holders” row above shows aggregated share reserve information for the assumed awards. In November 2022 we amended and restated the 2021 ironSource Plan and renamed it the Unity Software Inc. ironSource Share Incentive Plan (as so amended, the “2021 Share Incentive Plan”). The 2021 Share Incentive Plan provides for the issuance of up to (i) 1,361,808 shares of our common stock pursuant to options, restricted stock, RSUs, and other stock-based awards to certain employees and consultants, plus (ii) on January 1 of each calendar year beginning on January 1, 2023 and ending on January 1, 2030, a number of shares equal to the lesser of (a) 5,603,453 shares, which was 5% of the total number of ordinary shares of ironSource outstanding immediately prior to the ironSource Merger (as multiplied by the exchange ratio defined under the Merger Agreement) and (b) an amount determined by the Board prior to the January 1 increase for the particular year, subject to certain adjustments. The 2021 Share Incentive Plan has not been approved by Unity’s stockholders. In accordance with NYSE rules, eligible employees include those who (i) were not employed by or otherwise providing services to Unity or its affiliates (other than ironSource and its subsidiaries) at or prior to the time of the ironSource Merger and (ii) are employed by us or our affiliates; provided that service solely as a director or payment of director’s service fees will not cause a director to be considered an eligible employee. We do not intend to grant future awards under the 2013 ironSource Plan; however, it remains in place to govern awards issued and outstanding thereunder. Please see Part II, Item 8 titled “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including Note 12, “Stock-Based Compensation” of the Notes to Consolidated Financial Statements, for further information regarding our equity compensation plans and awards. 5.Excludes 5,603,453 shares that were added to our 2021 Share Incentive Plan as a result of automatic an annual increase on January 1, 2023, but which have not been registered with the SEC. Our Human Capital and Compensation Committee approved no increase for the 2021 Share Incentive Plan for 2024. 6.The shares of common stock underlying any awards that are forfeited, cancelled, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under our (i) 2020 Plan, 2009 Stock Plan and 2019 Stock Plan or (ii) 2021 Share Incentive Plan or 2013 ironSource Plan will be added back to the shares of common stock available for issuance under our 2020 Plan and 2021 Share Incentive Plan, respectively.

  32. EXECUTIVE SUMMARY

    | What We Do | Our executive bonuses are dependent on meeting corporate objectives. kOur annual performance-based bonus opportunities for all of our Named Executive Officers are dependent upon achievement of annual corporate objectives established each year, for 2023, revenue and Adjusted EBITDA Margin, and the individual officer’s contributions towards such corporate objectives. | | | We emphasize long-term equity incentives. kEquity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our Named Executive Officer compensation packages. kWe grant equity awards in the form of restricted stock units (“RSUs”) and stock options. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value. RSUs are also designed to ensure the durability of the business by encouraging our executive officers to remain in our long-term employ. | | | We consider market data based on our peer group when determining compensation. kOur Human Capital and Compensation Committee has retained an independent third-party consultant for guidance in making compensation decisions. | | | Our executive officers and directors are subject to stock ownership guidelines. kBeginning after a phase-in period which runs five years from our initial public offering, or five years from the date of appointment in the case of executive officers or directors who were appointed after our initial public offering, non-CEO executive officers must hold a number of shares equal to the lesser of 3x their base salary or 8,533 shares. The CEO must hold a number of shares equal to the lesser of 5x his base salary or 46,154 shares. Non-employee directors must hold a number of shares equal to $400,000 or 3,846 shares. |

  33. OBJECTIVES, PHILOSOPHY AND ELEMENTS OF EXECUTIVE COMPENSATION

    1. Approximate target averages, as discussed below. Excludes Mr. Whitehurst, who was appointed as Interim President and Chief Executive Officer in October 2023 and did not participate in our 2023 bonus program, Mr. Riccitiello, who terminated employment in October 2023 and was not granted any RSUs or options in 2023, and Mr. Bar-Zeev, whose compensation was negotiated in connection with the ironSource merger and who did not participate in our 2023 bonus program. The target average shown for performance bonus represents the average 2023 target bonus opportunity for each applicable NEO, and the target average shown for long-term incentives represents the average of the aggregate target long-term incentive value of the equity awards granted to each applicable NEO in 2023, in each case, as a percentage of target total direct compensation. 2. We define Adjusted EBITDA as net loss excluding benefits or expenses associated with stock-based compensation, amortization of acquired intangible assets, depreciation, acquisitions, restructurings and reorganizations, insurance reimbursement for legal expenses, interest, income tax, and other non-operating activities, which primarily consist of foreign exchange rate gains or losses. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue. We focus on providing a competitive compensation package to our executive officers which provides significant short and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among (i) salary, performance bonus awards and equity grants, (ii) short-term and long-term compensation or (iii) among cash and non-cash compensation. Instead, the Human Capital and Compensation Committee uses its judgment to establish a total compensation program for each executive

  34. OBJECTIVES, PHILOSOPHY AND ELEMENTS OF EXECUTIVE COMPENSATION

    officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of each Named Executive Officer’s total target compensation so that it consists of performance-based bonus opportunities and long-term equity awards, in order to align their incentives with the interests of our stockholders and our corporate goals.

  35. HOW WE DETERMINE EXECUTIVE COMPENSATION

    HOW WE DETERMINE EXECUTIVE COMPENSATION Role of our Human Capital and Compensation Committee, Management and the Board The Human Capital and Compensation Committee is appointed by the Board and has responsibilities related to the compensation of the Company’s directors, officers, and employees and the development and administration of the Company’s compensation plans. For details on the Human Capital and Compensation Committee’s oversight of the executive compensation program, see the section titled “Information Regarding Committees of the Board of Directors —Human Capital and Compensation Committee”. Our Human Capital and Compensation Committee consists solely of independent members of the Board. The Human Capital and Compensation Committee reviews all compensation paid to our executive officers, including our Named Executive Officers. The Chief Executive Officer evaluates and provides to the Human Capital and Compensation Committee performance assessments and compensation recommendations. While the Chief Executive Officer discusses his recommendations for the other executive officers (excluding himself) with the Human Capital and Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Human Capital and Compensation Committee discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Human Capital and Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Human Capital and Compensation Committee meetings. The Human Capital and Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Human Capital and Compensation Committee determines appropriate. The Human Capital and Compensation Committee does not delegate authority to approve executive officer compensation. The Human Capital and Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. Instead, the Human Capital and Compensation Committee has historically followed the practice of reviewing and approving executive officer compensation in the spring of each fiscal year. Role of our Compensation Consultant In carrying out its responsibilities, our Human Capital and Compensation Committee retains and seeks the advice of a compensation consultant independent of management. In 2023, the Human Capital and Compensation Committee retained Semler Brossy to advise on our executive compensation program and peer group used to inform executive pay decisions, review our equity usage, and report on other executive compensation-related developments and trends. Semler Brossy does not provide services to the Company, other than executive compensation advice and general advice on equity spend and usage to the Human Capital and Compensation Committee. The Human Capital and Compensation Committee has reviewed the independence of Semler Brossy and determined that this engagement does not raise any conflicts of interest.

  36. HOW WE DETERMINE EXECUTIVE COMPENSATION

    Role of our Compensation Peer Group The Human Capital and Compensation Committee engaged Semler Brossy to assist in the review of the compensation peer group for purposes of evaluating executive officer compensation in 2023. The peer group companies were selected using the following criteria: kPublicly traded companies with a focus on applications software, systems software, interactive home entertainment, and internet services and infrastructure. kCompanies within a reasonable range of our size, defined as one-third to three times our revenue and market capitalization. kHigh-growth companies defined as having revenue growth greater than or equal to 15%. kCompanies that share similar talent, operational, and/or business characteristics. The Human Capital and Compensation Committee reviewed and discussed the criteria above and agreed to make no changes to our compensation peer group for 2023. The Human Capital and Compensation Committee felt the same group remained relevant and provided a robust and stable set of market comparisons. The following companies represent the peer group we used in assessing compensation competitiveness for 2023:

  37. 2023 EXECUTIVE COMPENSATION PROGRAM

    1. Mr. Whitehurst commenced employment in October 2023, and therefore did not receive a base salary increase. His base salary is shown on an annualized basis. 2. Mr. Riccitiello retired as our President and Chief Executive Officer in October 2023, and therefore did not receive a base salary increase. 3. Mr. Bar-Zeev did not receive a salary increase because his base salary was high relative to the base salaries paid to similarly situated executives at our peers and the base salaries paid to our other executives as a result of different historical pay practices between Unity and ironSource, pre-merger. 4. Mr. Downie did not receive a salary increase in 2023 because his role change was a lateral move and instead he received only equity grants (discussed below). Cash Incentive Bonus Plan Our Cash Incentive Bonus Plan was initially adopted in 2020, shortly before we became a public company. In 2023 most of our executive officers were eligible to participate in the plan (other than Messrs. Whitehurst and Bar-Zeev, described further below), as were a select group of other employees whose eligibility was dependent on both level and location. To receive a payment, a participant must be employed by us on the date the bonus is paid. We review the practices of our peer group and the broader technology market on an annual basis to ensure that target cash compensation (i.e., base salary and cash bonus) remains competitive. For 2023 the targets for each Named Executive Officer (other than Mr. Whitehurst, who was not eligible to participate in the Cash Incentive Bonus Plan for 2023 and Mr. Bar-Zeev, who did not participate in the Cash Incentive Bonus Plan as his bonus (if any) was governed by his employment agreement), as a percentage of base salary, were as follows: 100% for Mr. Whitten and Mr. Visoso (increased for each from 75% in 2022 to reflect the relatively wide scope of their roles); 75% for Ms. Carpenter, Ms. Gupta, and Mr. Downie; and 100% for Mr. Riccitiello. Mr. Bar-Zeev’s bonus target was 67% of his base salary per his employment agreement. In each case, base salary refers to the base salary earned by the executive during 2023. Our Cash Incentive Bonus Plan is based 50% on Company performance and 50% on individual performance for those that are aligned to a Corporate function and is based 20% on Company performance, 40% on Business Unit performance and 40% on individual performance for those that are aligned to a Business Unit. Company performance metrics are reviewed each year to ensure alignment with Unity’s annual goals. In 2023, the HCCC chose the Company performance metrics to be revenue and Adjusted EBITDA Margin1. These metrics were designed to incentivize a balance of top-line and bottom-line performance. __________ 1 We have defined Adjusted EBITDA as net income or loss excluding benefits or expenses associated with stock-based compensation, amortization of acquired intangible assets, depreciation, acquisitions, restructurings and reorganizations, insurance reimbursement for legal expenses, interest, income tax, and other non-operating activities, which primarily consist of foreign exchange rate gains or losses. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of revenue. For 2023, both Company performance and Business Unit performance was determined using a payout matrix based on the 2023 performance metrics: revenue and Adjusted EBITDA Margin. Both the Company and Business Unit payout percent can range from 0% to 200%. Despite a year of progress on certain fronts, such as the ironSource integration, the Company's and Business Unit’s performance fell short of expectations set at the beginning of the year, resulting in a zero payout for the Company and Business Unit performance portion of the Cash Incentive Bonus Plan. The remaining 50% or 40% of the bonus opportunity for Company and Business Unit aligned plans, respectively, is based on individual performance. At-target level individual performance would result in an individual performance factor of 100%, and performance that exceeds target would result in a maximum individual performance factor of 135%. Partial or poor performance would result in individual performance factors of 30% or 0%, respectively. Individual performance is based on executive achievement and company culture, values and purpose goals. For 2023, Messrs. Riccitiello and Visoso and Mses. Carpenter and Gupta were aligned to a Corporate function, and Messrs. Whitten and Downie were aligned to a Business Unit. For Named Executive Officers aligned to a Corporate function, actual amounts to be paid under the Cash Incentive Bonus Plan would be calculated by multiplying each Named Executive Officer’s target bonus (which is reflected as a percentage of base salary) by the weighted combined achievement factor, which is weighted 50% on the Company performance factor and 50% on the individual performance factor. For Named Executive Officers aligned to a Business Unit, actual amounts to be paid under the Cash Incentive Bonus Plan would be calculated by multiplying each Named Executive Officer’s target bonus (which is reflected as a percentage of base salary) by the weighted combined achievement factor, which is weighted 20% on the Company performance factor, 40% on the Business Unit performance factor and 40% on the individual performance factor, described above. Individual performance factors are determined based on an internal review of impact, culture, and growth (Unity’s “ICG” performance framework, which encompass execution/delivery, values/principles, and personal and role development, respectively). Cash Incentive Bonus Plan - Ranges For 2023, the Human Capital and Compensation Committee used the below Corporate Bonus Attainment matrix in determining executive bonuses under the Cash Incentive Bonus Plan. For 2023, the Company performance factor was 0%. During the fourth quarter of 2023, Unity and Wētā FX mutually agreed to terminate Unity’s service agreement and entered into a perpetual license agreement for Wētā FX’s internal use of Unity's Wētā tools. This transaction resulted in $99 million of incremental revenue, including the release of Wētā FX’s deferred revenue. Excluding this transaction, revenue was $2,088 million. Adjusted EBITDA Margin was 16.6%. Similarly, the Business Unit performance was also 0% as both revenue and Adjusted EBITDA Margin goals across the Create and Grow businesses were not met. Despite the significant individual efforts of our Named Executive Officers toward their individual performance goals that might have otherwise resulted in a partial payout of 2023 bonuses, the management team recommended that no bonuses should be paid to our Named Executive Officers who were then serving as executive officers in light of the failure to achieve the Company performance goals for 2023 and the resulting 0% Company performance factor. Consistent with such recommendation, the Human Capital and Compensation Committee ultimately determined to exercise negative discretion and provide for a zero-dollar payout to our Named Executive Officers under the Cash Incentive Bonus Plan with respect to 2023 (other than for Mr. Bar-Zeev and Mr. Downie, as described below), and therefore did not make determinations with respect to individual performance and achievement with respect to the company culture, values and purpose goals. For 2024, we have removed the individual performance factor such that if the Company performance threshold is not met, then the total payout will be zero. Cash Incentive Bonus Plan - Target and Actual Bonus Earned

  38. 2023 EXECUTIVE COMPENSATION PROGRAM

    1. Mr. Whitehurst was not eligible for the Cash Incentive Bonus Plan for 2023. 2. As noted above, consistent with management’s recommendation, the Human Capital and Compensation Committee exercised discretion and concluded that a zero-dollar payout was appropriate for 2023 given the Company’s performance. 3. Mr. Riccitiello retired as President and Chief Executive Officer in October 2023, and therefore earned no bonus for 2023. 4. Mr. Bar-Zeev did not participate in our Cash Incentive Bonus Plan. Pursuant to his separation agreement entered into in January 2024, he received as part of his severance an amount equal to his 2023 target bonus ($553,910, or 8 months of his base salary). For additional detail regarding Mr. Bar-Zeev’s compensation, please see the heading below titled, “Agreements With our Named Executive Officers—Agreements with Tomer Bar-Zeev.” 5. Mr. Downie was awarded a bonus because his individual component was deemed earned at 100%, and because he did not serve as an executive officer for the full year, management did not recommend a 0% payout for him unlike the other Named Executive Officers who did serve for the full year. Equity Awards Equity design and competitive market practices are reviewed annually. We look at competitive equity values among our executive peer group and the broader technology market to arrive at target equity levels. We grant equity compensation to our executive officers in the form of restricted stock units (“RSUs”) and stock options, which have longer vesting periods than cash compensation, allowing these awards to serve as an effective retention tool for our executive officers while focusing their attention on delivering long-term growth to our stockholders. The HCCC believes that it is appropriate for the majority of compensation for our executive officers to consist of equity incentive awards, as such awards promote retention and align the interests of our executive officers with those of our stockholders. In 2023, with respect to their annual grants, our Named Executive Officers (other than Messrs. Whitehurst, Riccitiello, Bar-Zeev and Downie) were granted 75% of the total intended long-term incentive value in the form of RSUs and the remaining 25% in the form of stock options and the conversion of target values into shares is generally determined using the 60-day trading average of our stock price. The actual ratios based on the grant date fair values differ slightly due to the volatility of our stock price. The target long-term incentive value for Messrs. Visoso and Whitten was $8 million each, reflecting their strong performance, expected future performance and market comparisons. The target long-term incentive value for Mses. Carpenter and Gupta was $4 million each, reflecting their strong performance. Pursuant to his employment agreement, Mr. Bar-Zeev was entitled to an annual grant with a target value of at least $4 million, but the target long-term incentive value was $8 million to keep his amount in line with his prior grants and with the annual grants made to Messrs. Visoso and Whitten. The intended value of Mr. Bar-Zeev’s annual grant was granted 75% in the form of RSUs and 25% in the form of stock options. Our other Named Executive Officers did not receive any regular annual equity grants in 2023. Mr. Whitehurst received RSUs in connection with his appointment as interim Chief Executive Officer. Mr. Riccitiello did not receive any annual grant due to his retirement in October 2023. Mr. Downie received equity grants in connection with his commencement of a new role in May 2023. In addition to the annual grants, Messrs. Visoso and Whitten also received a one-time retention grant intended to reflect their contributions to the Company through a significant reorganization and increased scope of responsibility. The intended target value for each grant was $7 million, all in RSUs. The Human Capital and Compensation Committee believes that equity compensation remains a key tool in serving to align the interests of our executive officers and our stockholders over the long term, and the weighting maintains positive levels of stock ownership in the executive leadership team while balancing the need to manage dilution and unvested hold in times of uncertainty. The annual equity grants to our Named Executive Officers have been evaluated, established, and approved by the Human Capital and Compensation Committee. The Human Capital and Compensation Committee evaluates the grants in the context of each Named Executive Officer’s total compensation and takes into account the market data provided by compensation consultants in addition to the individual officer’s responsibilities and performance. The Human Capital and Compensation Committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. Annual equity grants to executives are typically granted in the first or second quarter of our fiscal year. However, in 2023, due to changes in our internal compensation cycle and review, the annual equity grants to executives were granted in the fourth quarter of 2023. Stock Options Consistent with the foregoing, the Human Capital and Compensation Committee approved, the following stock option grants to our Named Executive Officers in 2023. Except as described below, the shares subject to the options vest 25% each year in May 2024, May 2025, May 2026 and May 2027.

  39. 2023 EXECUTIVE COMPENSATION PROGRAM

    | Executive | Grant Date | Exercise Price per Share ($) | Stock Option Grant (# shares) | | James M. Whitehurst(1) | — | — | — | | Luis Visoso | 11/27/23 | 28.13 | 132,582 | | Carol Carpenter | 11/27/23 | 28.13 | 66,291 | | Anirma Gupta | 11/27/23 | 28.13 | 66,291 | | Marc Whitten | 11/27/23 | 28.13 | 132,582 | | John Riccitiello(2) | — | — | — | | Tomer Bar-Zeev(3) | 11/27/23 | 28.13 | 165,727 | | Clive Downie(4) | 06/05/23 | 35.84 | 77,319 |

  40. 2023 EXECUTIVE COMPENSATION PROGRAM

    1. As discussed under “RSUs” below, Mr. Whitehurst was granted all RSUs, and no options, in connection with his appointment as our Interim Chief Executive Officer in October 2023. 2. Mr. Riccitiello did not receive any stock option grants due to his termination of employment in October 2023. 3. Per his employment agreement, Mr. Bar-Zeev was entitled to an annual equity award valued at $4,000,000, but the target long-term incentive value for 2023 was $8 million in the aggregate to keep his amount in line with his prior grants and with the annual grants made to Messrs. Visoso and Whitten. The intended value of Mr. Bar-Zeev’s annual grant was granted 75% in the form of RSUs and 25% in the form of stock options. For additional detail regarding Mr. Bar-Zeev’s compensation, please see the heading below titled, “Agreements With our Named Executive Officers—Agreements with Tomer Bar-Zeev.” 4. This option grant was made to Mr. Downie in connection with his commencement of a new role in May 2023. These options vest 1/48th monthly, subject to Mr. Downie’s continued employment with the Company. As described above, Mr. Downie’s employment with the Company terminated in February 2024 and the unvested portion of this award was forfeited. RSUs The Human Capital and Compensation Committee also approved the following RSU grants to our Named Executive Officers in 2023. Except as described below, the shares subject to the RSUs vest 25% each year in May 2024, May 2025, May 2026, and May 2027.

  41. 2023 EXECUTIVE COMPENSATION PROGRAM

    | Executive | RSU Grant Date | RSU Grant (# shares) | | James M. Whitehurst(1) | 10/7/2023 | 200,000 | | Luis Visoso(2) | 11/27/2023 | 430,891 | | Carol Carpenter | 11/27/2023 | 99,436 | | Anirma Gupta | 11/27/2023 | 99,436 | | Marc Whitten(2) | 11/27/2023 | 430,891 | | John Riccitiello(3) | — | — | | Tomer Bar-Zeev(4) | 11/27/2023 | 198,873 | | Clive Downie(5) | 6/5/2023 | 115,979 |

  42. 2023 EXECUTIVE COMPENSATION PROGRAM

    1.In October 2023, Mr. Whitehurst received RSUs in connection with his appointment as interim Chief Executive Officer. The RSUs vested 50% on February 25, 2024 (“Tranche 1”) and the remaining 50% will vest on May 25, 2024 (“Tranche 2”). If the Company’s permanent Chief Executive Officer is appointed prior to May 25, 2024, both Tranche 1 (to the extent not previously vested) and Tranche 2 will vest on the permanent CEO’s start date and settle on the next regular quarterly installment date thereafter. If Mr. Whitehurst’s employment with the Company terminates for any reason, other than by his voluntary resignation or a termination by the Company for Cause (as defined in his offer letter), prior to May 25, 2024, both Tranche 1 (to the extent not previously vested) and Tranche 2 will vest on the date of such termination and settle on the next regular quarterly installment date thereafter. Mr. Whitehurst will not be entitled to any future vesting if, prior to May 25, 2024, he (i) voluntarily resigns from his position as Interim Chief Executive Officer or (ii) is terminated for Cause. 2.Mr. Visoso and Mr. Whitten each received two separate RSU grants: (i) 232,018 RSUs which vest at a rate of 6.25% each quarter for four years, representing a one-time retention grant in recognition of their contributions to the Company through a significant reorganization and increased scope of responsibility and (ii) 198,873 RSUs which vest at a rate of 25% in May 2024, May 2025, May 2026 and May 2027, representing their annual refresh grant. Each grant’s vesting is subject to his employment with the Company. 3.Mr. Riccitiello did not receive any RSUs due to his retirement as Chief Executive Officer in October 2023. 4.Per his employment agreement, Mr. Bar-Zeev was entitled to an annual equity award valued at $4,000,000, but the target long-term incentive value for 2023 was $8 million in the aggregate to keep his amount in line with his prior grants and with the annual grants made to Messrs. Visoso and Whitten. The intended value of Mr. Bar-Zeev’s annual grant was granted 75% in the form of RSUs and 25% in the form of stock options. For additional detail regarding Mr. Bar-Zeev’s compensation, please see the heading below titled, “Agreements With our Named Executive Officers—Agreements with Tomer Bar-Zeev.” 5.This RSU grant was made to Mr. Downie in connection with his commencement of a new role in May 2023 and vested at a rate of 6.25% each quarter for four years, subject to his continued employment with the Company. As described above, Mr. Downie’s employment with the Company terminated in February 2024 and the unvested portion of this award was forfeited. 2022 Price Vested Units (PVUs) In October 2022, the Human Capital and Compensation Committee approved one-time Price Vested Unit (PVU) grants, which are performance-based RSUs, to Mr. Visoso, Mr. Whitten, and Ms. Carpenter. The grants to Mr. Visoso and Mr. Whitten were designed to reflect the increased scope and impact of each individual's role as a result of the merger, as well as the importance of leadership continuity necessary to achieve a successful integration of the two companies, and the grant to Ms. Carpenter was because execution of the marketing and communication strategy for Unity’s newly formed combined organization with ironSource was deemed to be vital to our future success. The PVUs vest based on both the Named Executive Officer’s continued employment with the Company and to the extent that specified stock price hurdles are achieved during a seven-year performance period. The Human Capital and Compensation Committee, in partnership with our compensation consultant Semler Brossy, designed the PVUs to reinforce the link between stockholder value creation and financial reward of Unity’s executives. PVUs were the preferred equity vehicle for a number of reasons, namely the ability to prevent vesting until stockholder value has been realized. The PVUs vest on a double-trigger basis, which means that for any value to be realized the executive must remain employed by Unity at the time both the continued service requirement and price hurdle are achieved. As of December 31, 2023, the first price hurdle had not been met and the first tranche of PVUs had not yet paid out. 2023 CEO Compensation Mr. Riccitiello retired as our Chief Executive Officer in October 2023. He did not receive an equity grant or cash bonus for 2023. Mr. Whitehurst was appointed as our Interim Chief Executive Officer in October 2023 and entered into a letter agreement (the “Offer Letter”) with the Company, providing for an annual base salary of $1,120,000 and an award of 200,000 restricted stock units (discussed above). For additional detail regarding the Offer Letter, please see the heading below titled, “Agreements With our Named Executive Officers—Offer Letter with James Whitehurst.” Other Benefits Our Named Executive Officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. All of our U.S.-based full time employees, including our U.S.-based Named Executive Officers, are eligible to participate in our 401(k) plan, as discussed in the section below entitled “Description of Compensation Arrangements – 401(k) Plan.” We do not generally provide other retirement benefits or other perquisites or personal benefits to our Named Executive Officers; however, in 2023, we paid $48,000 in car payments to Mr. Bar-Zeev pursuant to his employment agreement. We do, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our Named Executive Officers. Employee 401(k) Plan U.S. full-time employees qualify for participation in our 401(k) plan, which is intended to qualify as a tax-qualified defined contribution plan under the Code. Our 401(k) plan provides for a safe harbor employer matching contribution equal to 100% of the first three percent of eligible compensation and 50% of the next two percent of eligible compensation contributed to the plan by an employee.

  43. OTHER FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

    Clawback Policy As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. We have adopted a clawback policy that complies with the Dodd-Frank Wall Street Reform and Consumer Protection Act as required by the SEC, and with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder and Section 303A.14 of the NYSE Listed Company Manual. Our clawback policy applies to each of our executive officers including our principal accounting officer, and requires each of them to reimburse us for any bonus or other incentive-based compensation they received as the result of an accounting restatement. Anti-Hedging and Anti-Pledging Policies Our Insider Trading Policy prohibits directors, officers and other employees from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well holding our common stock in margin accounts. Compensation Risk Assessment Unity conducted a review of its key compensation programs, policies and practices to assess areas of compensation risk or exposure. The Compensation Risk Assessment was reviewed by the Human Capital and Compensation Committee and, with respect to executive compensation, its independent compensation consultant, Semler Brossy. It was presented to the HCCC at its September 2023 meeting. The risk assessment found no policies or practices that incentivize behavior that is reasonably likely to have a material adverse effect on the Company. Stock Ownership Guidelines Beginning after a phase-in period which runs five years from our initial public offering, or five years from the date of appointment in the case of executive officers or directors who were appointed after our initial public offering, non-CEO executive officers must hold a number of shares equal to the lesser of 3x their base salary or 8,533 shares. The CEO must hold a number of shares equal to the lesser of 5x his base salary or 46,154 shares. Non-employee directors must hold a number of shares equal to the lesser of $400,000 or 3,846 shares. Insider Trading Policy We are committed to compliance with applicable laws, rules and regulations around the trading of our stock. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and agents (such as consultants and contractors), including those of our subsidiaries. Our Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and the rules of the NYSE.

  44. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 compensation awarded to or paid to, or earned by, the named executive officers.

  45. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation(3) ($) | Total ($) | | James M. Whitehurst Interim President and Chief Executive Officer | 2023 | 254,881 | — | 5,940,000 | — | — | — | 6,194,881 | | Luis Visoso Executive Vice President and Chief Financial Officer | 2023 | 370,223 | — | 12,120,964 | 2,399,602 | — | 13,200 | 14,903,989 | | | 2022 | 364,599 | — | 13,776,598 | 5,158,040 | 41,026 | 23,974 | 19,364,237 | | | 2021 | 260,041 | 2,000,000 | 35,210,000 | 3,765,720 | 334,444 | 10,402 | 41,580,607 | | Carol Carpenter Senior Vice President and Chief Marketing Officer(4) | 2023 | 352,514 | — | 2,797,135 | 1,199,801 | — | 13,200 | 4,362,650 | | | 2022 | 298,409 | 100,000 | 25,786,628 | 5,853,050 | 106,924 | 11,478 | 32,156,489 | | Anirma Gupta Senior Vice President, Chief Legal Officer and Corporate Secretary(4) | 2023 | 352,514 | — | 2,797,135 | 1,199,801 | — | 13,200 | 4,362,650 | | | 2022 | 37,245 | 250,000 | 12,379,436 | 6,758,443 | — | — | 19,425,124 | | Marc Whitten President, Create Solutions | 2023 | 370,223 | — | 12,120,964 | 2,399,602 | — | 13,200 | 14,903,989 | | | 2022 | 364,599 | — | 13,776,598 | 1,872,993 | 177,777 | 11,924 | 16,203,891 | | | 2021 | 298,409 | — | 27,025,000 | 3,963,320 | 386,276 | — | 31,673,005 | | John Riccitiello Former President and Chief Executive Officer | 2023 | 380,016 | — | 1,226,728 | 25,523,987 | — | — | 27,130,731 | | | 2022 | 380,016 | — | 8,381,805 | 3,043,609 | — | — | 11,805,430 | | | 2021 | 376,682 | — | 5,478,006 | 6,025,215 | 621,568 | — | 12,501,471 | | Tomer Bar-Zeev Former President, Grow Solutions(4) | 2023 | 827,700 | — | 5,594,297 | 2,999,493 | — | 222,354 | 9,643,844 | | Clive Downie Former, Senior Vice President and General Manager, Digital Twins | 2023 | 351,915 | — | 4,156,687 | 1,593,065 | 105,570 | — | 6,207,237 | | | 2022 | 380,016 | — | 8,381,805 | 3,043,609 | 124,679 | — | 11,930,109 | | | 2021 | 376,682 | — | 5,478,006 | 6,025,215 | 621,568 | — | 12,501,471 |

  46. SUMMARY COMPENSATION TABLE

    1.The amounts disclosed represent the aggregate grant date fair value of the RSUs and stock options granted to our named executive officers during the relevant years under our 2020 Stock Plan, computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in the Stock Awards and Option Awards columns are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting of the RSUs or stock options, the exercise of the stock options, or the sale of any common stock acquired under such RSUs or stock options. For Mr. Riccitiello, the value in these columns for 2023 represents incremental stock-based compensation expense the Company recognized in connection with the continuation of his vesting for 6 months following his retirement and the extension of the post-termination exercise period of his stock option awards, discussed below.

  47. SUMMARY COMPENSATION TABLE

    | | EXECUTIVE COMPENSATION |

  48. SUMMARY COMPENSATION TABLE

    Such amount reflects our calculation of the value of the modification of his equity awards in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him. 2.Represents cash bonuses paid under our Cash Incentive Bonus Plan as described in "Compensation Discussion and Analysis" above. The Human Capital and Compensation Committee determined not to pay out any bonuses for 2023 to our Named Executive Officers who were still serving as executive officers in 2024 (even though he or she could have been eligible for meeting certain individual performance criteria), reflecting continued accountability for our 2023 financial performance. 3.The amounts reported for 2023 for Ms. Carpenter, Ms. Gupta, Mr. Whitten and Mr. Visoso consist of 401(k) employer contributions. For Mr. Bar-Zeev, amounts reported for 2023 consist of contributions to (i) an education fund (the “Keren Hishtalmut Fund”) for the benefit of Mr. Bar-Zeev in an annual amount equal to 7.5% of Mr. Bar-Zeev’s annual salary, approximately $62,000, (ii) car payments of approximately $48,000 and (iii) mandatory contributions to a fund as required by Israeli law which transfers in ownership to Mr. Bar-Zeev upon his departure from the company in an amount of approximately $112,600. 4. Mses. Carpenter and Gupta and Mr. Bar-Zeev joined Unity in 2022. Mr. Bar-Zeev was not a named executive officer in 2022.

  49. SUMMARY COMPENSATION TABLE

    | | EXECUTIVE COMPENSATION |

  50. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table shows for the year ended December 31, 2023, certain information regarding grants of plan-based awards to the Named Executive Officers.

  51. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Name and Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | James M. Whitehurst | | | | | | | | | | Initial RSU | 10/9/23 | — | — | — | 200,000 | — | — | 5,940,000 | | Luis Visoso | | | | | | | | | | Annual Option | 11/27/23 | — | — | — | — | 132,582 | 28.13 | 2,399,602 | | Retention RSU | 11/27/23 | — | — | — | 232,018 | — | — | 6,526,666 | | Annual RSU | 11/27/23 | — | — | — | 198,873 | — | — | 5,594,297 | | Cash Bonus | | 185,130 | 370,260 | 620,186 | — | — | — | — | | Carol Carpenter | | | | | | | | | | Annual Option | 11/27/23 | — | — | — | — | 66,291 | 28.13 | 1,199,801 | | Annual RSU | 11/27/23 | — | — | — | 99,436 | — | — | 2,797,135 | | Cash Bonus | | 132,205 | 264,411 | 442,888 | — | — | — | — | | Anirma Gupta | | | | | | | | | | Annual Option | 11/27/23 | — | — | — | — | 66,291 | 28.13 | 1,199,801 | | Annual RSU | 11/27/23 | — | — | — | 99,436 | — | — | 2,797,135 | | Cash Bonus | | 132,205 | 264,411 | 442,888 | — | — | — | — | | Marc Whitten | | | | | | | | | | Annual Option | 11/27/23 | — | — | — | — | 132,582 | 28.13 | 2,399,602 | | Retention RSU | 11/27/23 | — | — | — | 232,018 | — | — | 6,526,666 | | Annual RSU | 11/27/23 | — | — | — | 198,873 | — | — | 5,594,297 | | Cash Bonus | | 222,156 | 370,260 | 644,253 | — | — | — | — | | John Riccitiello | | | | | | | | | | Cash Bonus | | 190,000 | 380,000 | 636,500 | — | 66,291 | 28.13 | 1,199,801 | | Modified Option | 3/28/17 | — | — | — | — | 3,698,196 | 4.03 | 3,459,841 | | Modified Option | 4/7/19 | — | — | — | — | 8,865 | 11.28 | 169,348 |

  52. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | EXECUTIVE COMPENSATION |

  53. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Name and Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Modified Option | 4/7/19 | — | — | — | — | 1,192,270 | 11.28 | 11,588,839 | | Modified Option | 6/4/20 | — | — | — | — | 864,808 | 19.62 | 9,116,680 | | Modified Option | 6/4/20 | — | — | — | — | 10,192 | 19.62 | 65,291 | | Modified RSU | 3/3/21 | — | — | — | 53,288 | — | — | 527,531 | | Modified Option | 3/3/21 | — | — | — | — | 159,862 | 102.80 | 573,974 | | Modified RSU | 3/4/22 | — | — | — | 70,626 | — | — | 699,197 | | Modified Option | 3/4/22 | — | — | — | — | 94,167 | 89.01 | 550,014 | | Tomer Bar-Zeev | | | | | | | | | | Annual Option | 11/27/23 | — | — | — | — | 165,727 | 28.13 | 2,999,493 | | Annual RSU | 11/27/23 | — | — | — | 198,873 | — | — | 5,594,297 | | Clive Downie | | | | | | | | | | Role Change/Annual Option | 6/6/23 | — | — | — | — | 77,319 | 35.84 | 1,593,065 | | Role Change/Retention RSU | 6/6/23 | — | — | — | 115,979 | — | — | 4,156,687 | | Cash Bonus | | 158,355 | 263,925 | 459,230 | — | — | — | — |

  54. GRANTS OF PLAN-BASED AWARDS IN 2023

    1.These columns set forth the threshold, target, and maximum annual cash bonus amounts that could be earned by each named executive officer, except for Mr. Bar-Zeev, for 2023 under the Cash Incentive Bonus Plan. The target annual cash bonus opportunities set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Target” column were set as a percentage of each named executive officer’s base salary earned for 2023, the threshold annual cash bonus opportunities set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Threshold” represent amounts that the named executive officers would have received if the company performance factor was achieved at minimum and individual performance factors were achieved at 0% and the maximum annual cash bonuses opportunities set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Maximum” column represent 165% of the target cash bonus opportunities. With respect to Mr. Bar-Zeev, the target was eight months of base salary (or 67%) with a max of twelve months of base salary (or 100%), per his employment agreement. The dollar value of the actual bonus award earned for 2023 for each Named Executive Officer is set forth in the Summary Compensation Table above. As such, the amounts set forth in these columns do not represent either additional or actual compensation earned by the named executive officers for 2023. For a description of the Cash Incentive Bonus Plan, see “Compensation Discussion and Analysis—2023 Executive Compensation Program—Cash Incentive Bonus Plan” above. 2.The amounts reported in this column do not reflect dollar amounts actually received by the Named Executive Officer. Instead, the amounts represent the (a) aggregate grant date fair value of options or RSUs granted to each such officer during the fiscal year ended December 31, 2023 under our 2020 Plan computed in accordance with ASC 718, or (b) in the case of Mr. Riccitiello, the incremental stock-based compensation expense the Company recognized in connection with the modification of his equity awards pursuant to the terms of his transition agreement, described in the section below. These amounts reflect our calculation of the value of these awards, in accordance with ASC 718, and do not necessarily correspond to the actual value that may ultimately be realized by our Named Executive Officers. For Mr. Riccitiello, the value in this column represents incremental stock-based compensation expense the Company recognized in connection with the continuation of his vesting for 6-months following his retirement and the extension of the post-termination exercise period of his stock option awards, discussed below, such amount reflects our calculation of the value of the modification of his awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him.

  55. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | EXECUTIVE COMPENSATION |

  56. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END The following table shows for the year ended December 31, 2023, certain information regarding outstanding equity awards at year end for the Named Executive Officers.

  57. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | Name | Grant Date | Total Number of Shares Subject to the Award at Grant Date | Option Awards(1) | | | | Stock Awards(2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | 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(3) ($) | | James M. Whitehurst | 10/9/23(4) | 200,000 | — | — | — | — | 200,000 | 8,178,000 | — | — | | Luis Visoso | 4/5/21(5) | 100,000 | — | 100,000 | 100.60 | 4/5/31 | — | — | — | — | | | 4/5/21(6) | 300,000 | — | — | — | — | 112,500 | 4,600,125 | — | — | | | 3/4/22(7) | 57,949 | 28,974 | 28,975 | 89.01 | 3/4/32 | — | — | — | — | | | 3/4/22(8) | 57,949 | — | — | — | — | 28,975 | 1,184,788 | — | — | | | 10/27/22(9) | 439,947 | — | — | — | — | — | — | 329,961 | 13,492,105 | | | 11/27/23(10) | 132,582 | | 132,582 | 28.13 | 11/27/33 | — | — | — | — | | | 11/27/23(10) | 198,873 | — | — | — | — | 198,873 | 8,131,917 | — | — | | | 11/27/23(11) | 232,018 | — | — | — | — | 232,018 | 9,487,216 | — | — | | Carol Carpenter | 3/4/22(12) | 181,089 | 82,998 | 98,091 | 89.01 | 3/4/32 | — | — | — | — | | | 3/4/22(13) | 181,089 | — | — | — | — | 101,863 | 4,165,178 | — | — | | | 10/27/22(13) | 109,986 | — | — | — | — | 75,616 | 3,091,938 | — | — | | | 10/27/23(9) | 109,986 | — | — | — | — | — | — | 82,490 | 3,373,016 | | | 11/27/23(10) | 66,291 | — | 66,291 | 28.13 | 11/27/33 | — | — | — | — | | | 11/27/23(11) | 99,436 | — | — | — | — | 99,436 | 4,065,938 | — | — | | Anirma Gupta | 11/23/22(14) | 342,257 | 92,694 | 249,563 | 36.17 | 11/23/32 | — | — | — | — | | | 11/23/22(15) | 342,257 | — | — | — | — | 256,693 | 10,496,177 | — | — | | | 11/27/23(10) | 66,291 | — | 66,291 | 28.13 | 11/27/33 | — | — | — | — | | | 11/27/23(10) | 99,436 | — | — | — | — | 99,436 | 4,065,938 | — | — | | Marc Whitten | 3/2/21(16) | 100,000 | 70,832 | 29,168 | 108.10 | 3/2/31 | — | — | — | — | | | 3/2/21(17) | 250,000 | — | — | — | — | 78,125 | 3,194,531 | — | — | | | 3/4/22(7) | 57,949 | 28,974 | 28,975 | 89.01 | 3/4/32 | — | — | — | — | | | 3/4/22(8) | 57,949 | — | — | — | — | 28,975 | 1,184,788 | — | — | | | 10/27/22(9) | 439,947 | — | — | — | — | — | — | 329,961 | 13,492,105 | | | 11/27/23(10) | 132,582 | — | 132,582 | 28.13 | 11/27/33 | — | — | — | — | | | 11/27/23(10) | 198,873 | — | — | — | — | 198,873 | 8,131,917 | — | — | | | 11/27/23(11) | 232,018 | — | — | — | — | 232,018 | 9,487,216 | — | — |

  58. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | | EXECUTIVE COMPENSATION |

  59. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | John Riccitiello | 3/28/17(18) | 3,900,752 | 3,698,196 | — | 4.03 | 3/27/27 | — | — | — | — | | | 4/7/19(18) | 1,210,000 | 1,201,135 | — | 11.28 | 4/6/29 | — | — | — | — | | | 6/4/20(19) | 875,000 | 350,000 | 525,000 | 19.62 | 6/3/30 | — | — | — | — | | | 6/4/20(20) | 437,500 | — | — | — | — | 262,500 | 10,733,625 | — | — | | | 3/3/21(21) | 159,862 | 53,287 | 106,575 | 102.80 | 3/3/31 | — | — | — | — | | | 3/3/21(21) | 53,288 | — | — | — | — | 35,526 | 1,452,658 | — | — | | | 3/4/22(8) | 94,167 | 47,083 | 47,084 | 89.01 | 3/4/32 | — | — | — | — | | | 3/4/22(8) | 94,167 | — | — | — | — | 47,084 | 1,925,265 | — | — | | Tomer Bar-Zeev | 1/17/21(22) | 761,028 | 697,292 | 63,736 | 28.79 | 1/16/31 | — | — | — | — | | | 11/7/22(23) | 54,359 | 16,987 | 37,372 | 22.32 | 7/7/32 | — | — | — | — | | | 11/7/22(23) | 20,385 | — | — | — | — | 14,950 | 611,306 | — | — | | | 11/30/22(26) | 272,000 | — | — | — | — | 272,000 | 11,122,080 | — | — | | | 11/27/23(10) | 165,727 | — | 165,727 | 28.13 | 11/27/33 | — | — | — | — | | | 11/27/23(10) | 198,873 | — | — | — | — | 198,873 | 8,131,917 | — | — | | Clive Downie | 5/5/15(18) | 1,600,000 | 346,626 | — | 1.43 | 5/5/25 | — | — | — | — | | | 3/28/17(18) | 100,000 | 100,000 | — | 4.03 | 3/27/27 | — | — | — | — | | | 3/13/19(18) | 200,000 | 200,000 | — | 8.95 | 3/12/29 | — | — | — | — | | | 3/6/20(18) | 100,000 | 100,000 | — | 17.67 | 3/5/30 | — | — | — | — | | | 3/3/21(24) | 55,337 | 33,202 | 22,135 | 102.80 | 3/3/31 | — | — | — | — | | | 3/3/21(24) | 18,446 | — | — | — | — | 7,379 | 301,727 | — | — | | | 3/4/22(8) | 32,596 | 16,298 | 16,298 | 89.01 | 3/4/32 | — | — | — | — | | | 3/4/22(8) | 32,596 | — | — | — | — | 16,298 | 666,425 | — | — | | | 6/6/23(7) | 77,319 | 11,275 | 66,044 | 35.84 | 6/6/33 | — | — | — | — | | | 6/6/23(25) | 115,979 | — | — | — | — | 101,482 | 4,149,599 | — | — |

  60. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    1.All of the option awards were granted under the 2009 Stock Plan, 2019 Stock Plan, 2020 Plan, 2013 ironSource Plan, 2021 ironSource Plan and 2021 Share Incentive Plan and are subject to continued service through each vesting date, unless otherwise noted, and to acceleration of vesting upon certain events as further described below under “—Potential Payments Upon Termination or Change in Control.” 2.All RSUs were granted under the 2019 Stock Plan, the 2020 Plan, the 2013 ironSource Plan or the 2021 ironSource Plan. 3.Calculated using $40.89, which was the closing price of our common stock on December 29, 2023. 4.50% of the total shares subject to the award vested on February 25, 2024 and the remaining 50% vest on May 25, 2024. 5.50% of the total shares subject to the award vested on April 5, 2024 and 50% of the shares vest on April 5, 2025. 6.25% of the total shares subject to the award vested on April 5, 2022, and the remainder vest quarterly thereafter for 3 years. 7.The total shares subject to the award vest over 4 years from the grant date, with 1/48th of the shares vesting each month. 8.25% of the total shares subject to the award vested on each of November 25, 2022 and November 25, 2023, and 25% shall vest on each of November 25, 2024, and November 25, 2025. 9.Represents the number of shares eligible to vest with respect to the PVUs assuming achievement of each of the stock price goals. Actual number of shares eligible to vest may be less than the amount reported in this column. The PVUs will vest on the first date upon which both the stock price requirement and the time-based service requirement are satisfied as further described above under “—Price Vested Units (PVUs) and Special RSU Grant.” 10.25% of the total shares subject to the award vest on May 25th of each year for four years beginning on May 25, 2024. 11.6.25% of the total shares subject to the award vest quarterly for four years beginning on February 25, 2024. 12.The total shares subject to the award vest over 4 years, 25% vested on February 22, 2023 and 1/48th of the shares vest monthly thereafter for 3 years. 13.25% of the total shares subject to the award vested on February 25, 2023 and 6.25% vest quarterly thereafter through February 25, 2026.

  61. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | | EXECUTIVE COMPENSATION |

  62. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    14.25% of the total shares subject to the award vested on November 25, 2023 and the remainder vest monthly thereafter for 3 years. 15.25% of the total shares subject to the award vested on November 25, 2023 and the remainder vest quarterly thereafter for 3 years. 16.25% of the total shares subject to the award vested on February 22, 2022 and an additional 1/48th vest monthly thereafter for 3 years. 17.12.5% of the total shares subject to the award vested on November 25, 2021, 12.5% on May 25, 2022, and an additional 6.25% vest quarterly thereafter. 18.Fully vested. 19.20% of the total shares subject to the award vested on each March 31, 2022 and March 31, 2023, and 30% vest on each of March 31, 2024 and March 31, 2025. 20.20% of the total shares subject to the award vested on each of May 25, 2022 and May 25, 2023, and 30% vest on each of May 25, 2024 and May 25, 2025. 21.One-third of the total shares subject to the award vested on November 25, 2023, and one-third vest on each of November 25, 2024 and November 25, 2025. 22.33% of the total shares subject to the award vested on January 17, 2022, with the remaining 67% vesting in equal quarterly installments over a two-year period through January 17, 2024. 23.The total shares subject to the award vest quarterly over a four-year period beginning on July 7, 2022 through July 7, 2026. 24.30% of the total shares subject to the award vested on each of November 25 of 2022 and 2023, and 40% vest on November 25, 2024. 25.6.25% of the total shares subject to the award vest quarterly for four years beginning on May 25, 2023. 26.50% of the total shares subject to the award vest on November 7, 2024, and the remainder vests in equal quarterly installments thereafter for one year.

  63. OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END

    | | EXECUTIVE COMPENSATION |

  64. OPTIONS EXERCISED AND STOCK VESTED IN 2023

    OPTIONS EXERCISED AND STOCK VESTED IN 2023 The following table shows for the year ended December 31, 2023, certain information regarding option exercises and stock vested for the Named Executive Officers.

  65. OPTIONS EXERCISED AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | James M. Whitehurst | — | — | — | — | | Luis Visoso | — | — | 89,487 | 2,672,637 | | Carol Carpenter | — | — | 130,868 | 3,907,929 | | Anirma Gupta | — | — | 85,564 | 2,468,521 | | Marc Whitten | — | — | 76,987 | 2,296,856 | | John Riccitiello | 8,865 | 163,293 | 128,804 | 3,560,245 | | Tomer Bar-Zeev | — | — | 5,435 | 177,451 | | Clive Downie | — | — | 48,180 | 1,432,539 |

  66. OPTIONS EXERCISED AND STOCK VESTED IN 2023

    1.The value realized on exercise is based on the difference between the closing market price of our common stock on the date of exercise and the applicable exercise price of those options multiplied by the number of shares underlying the options. 2.The value realized on vesting is based on the number of shares of our common stock underlying the RSU awards that vested multiplied by the closing market price of our common stock on the vesting date.

  67. PENSION BENEFITS

    PENSION BENEFITS Other than with respect to our 401(k) plan, our U.S. employees, including our U.S.-based Named Executive Officers, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement. Because Mr. Bar-Zeev is based in Israel, he received a government-required payment during his service to a fund owned by the Company which transfers upon termination to the employee. The contributions to this fund made by the Company on Mr. Bar-Zeev’s behalf in 2023 are reported in the “All Other Compensation” column of the Summary Compensation Table.

  68. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION During 2023, our U.S. employees, including our Named Executive Officers, did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  69. NONQUALIFIED DEFERRED COMPENSATION

    | | EXECUTIVE COMPENSATION |

  70. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As of December 31, 2023, each of our Named Executive Officers, other than Messrs. Whitehurst, Riccitiello, and Bar-Zeev were eligible for severance benefits pursuant to, the applicable Executive Severance Plan, as defined and further described above under “Agreements with our Named Executive Officers—Executive Severance Agreements and Change in Control Benefits.” In addition, each of our Named Executive Officers hold equity awards that are subject to the terms of the equity incentive plan and award agreement thereunder under which such awards were granted. The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the Named Executive Officers serving as of the end of the year ending December 31, 2023. For a description of the amounts actually payable to Messrs. Riccitiello, Bar-Zeev and Downie in connection with each of their separations from the Company, please see “—Agreements with our Named Executive Officers” above. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on the last business day of the year ending December 31, 2023 using the closing market price of our common stock on that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.

  71. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Qualified Termination Event in Connection with a Change in Control(1) | | | | Qualified Termination Event Not in Connection with a Change in Control(1) | | | | Death ($)(2) | | Name | Cash Severance ($)(3) | Employer Paid Contributions to Health Insurance ($)(4) | Equity Acceleration ($)(5) | Total ($) | Cash Severance ($)(6) | Employer Paid Contributions to Health Insurance ($)(7) | Equity Acceleration ($) | Total ($) | Equity Acceleration ($)(2) | | James M. Whitehurst | — | — | — | — | — | — | — | — | — | | Luis Visoso | 800,000 | 20,295 | 25,095,792 | 25,916,087 | 600,000 | 10,147 | — | 610,147 | 25,095,792 | | Carol Carpenter | 665,000 | 18,302 | 12,168,927 | 12,852,229 | 475,000 | 9,151 | — | 484,151 | 12,168,927 | | Anirma Gupta | 665,000 | 28,424 | 16,585,925 | 17,279,349 | 475,000 | 14,212 | — | 489,212 | 16,585,925 | | Marc Whitten | 800,000 | 26,429 | 23,690,198 | 24,516,627 | 600,000 | 13,214 | — | 613,214 | 23,690,198 | | Tomer Bar-Zeev(8) | 827,700 | 38,815 | 13,198,590 | 14,065,105 | N/A | N/A | N/A | N/A | 23,445,183 |

  72. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1.Mr. Whitehurst is not entitled to any severance in connection with a Qualified Termination Event. For Mr. Bar-Zeev, a “Qualified Termination Event” includes is a termination other than for cause or a resignation for good reason, and if such event occurs within 36 months after a change in control it is considered “in connection with” such change in control. For the other Named Executive Officers, a “Qualified Termination Event” is generally a termination other than for cause (as defined in the Executive Severance Plans), death or disability, or a resignation for good reason. Such event that occurs within three months prior or the twelve months following a change in control is considered occurring “in connection with” such change in control for purposes of each of the named executive officer’s severance benefits listed above. Amounts reflected in this table assume that awards are assumed, continued, or substituted for in the event of a change in control. Any awards not so assumed, continued or substituted for in connection with a change in control are accelerated and vest in full immediately prior to a change in control, regardless of whether or not the named executive officer is terminated. 2.Represents full equity acceleration of all unvested time-based equity awards upon death of a named executive officer who has provided service to the Company for 1 year, or 50% acceleration if less than 1 year, pursuant to the terms of the applicable award documentation provided to named executive officers under the 2020 Stock Plan, 2019 Stock Plan or 2009 Stock Plan, as applicable. Per ASC 718, the value of accelerated stock options is the aggregate spread between $40.89, the closing price of our common stock on December 29, 2023, and the exercise prices of the accelerated stock options, if less than $40.89, and the value of accelerated RSU awards is calculated by multiplying the number of shares subject to acceleration by $40.89. The amount reported in this column does not include any value with respect to the acceleration of outstanding PVUs, for which the applicable vesting conditions would not have been satisfied assuming a termination due to death as of December 31, 2023. Upon the termination of a Named Executive Officer’s service due to his or her death, with respect to any PVU vesting tranche for which the applicable stock price hurdle has been achieved, but for which the continued service requirement has not been satisfied, prior to the termination date, the continued service requirement will be deemed satisfied as of the termination date in full, for a Named Executive Officer who has provided service to the Company for 1 year, or at 50% for a Named Executive Officer who has provided service to the Company for less than 1 year, pursuant to the terms of the PVU Agreements under the 2020 Plan. All other PVUs will be forfeited. 3.Represents (i) a lump-sum payment equal to 12 months of base salary, and (ii) the participant’s annual target bonus in effect immediately prior to termination, or, if higher, immediately prior to the change in control.

  73. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | EXECUTIVE COMPENSATION |

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    4.Represents 12 months of employer-paid contributions to health insurance. 5.Represents accelerated vesting of 100% of the named executive officer’s then-outstanding time-based equity awards. Per SEC rules, the value of accelerated stock options is the aggregate spread between $40.89, the closing price of our common stock on December 29, 2023, and the exercise prices of the accelerated stock options, if less than $40.89, and the value of accelerated RSU awards is calculated by multiplying the number of shares subject to acceleration by $40.89. The amount reported in this column does not include any value with respect to the acceleration of outstanding PVUs, for which the applicable vesting conditions would not have been satisfied assuming a Qualified Termination Event in connection with a Change in Control as of December 29, 2023 (and a per-share transaction price of $40.89). In the event that a Change in Control occurs during the performance period applicable to any outstanding PVU awards, the PVUs subject to a vesting tranche will be eligible to vest following the Change in Control subject to the continued service requirement, but only to the extent that (i) the stock price hurdle for such vesting tranche has been satisfied prior to the date of such Change in Control or (ii) the per-share transaction price exceeds the applicable stock price hurdle for such vesting tranche in connection with such Change in Control (any such vesting tranche that satisfies the stock price hurdle prior to or in connection with such Change in Control, an “Eligible Vesting Tranche”). Any vesting tranche that is not an Eligible Vesting Tranche will be forfeited without consideration as of the date of such Change in Control. If a named executive officer experiences a Qualified Termination Event in connection with a Change in Control, any Eligible Vesting Tranche will become fully vested as of the date of the Qualified Termination Event. 6.Represents (i) six months of base salary and (ii) the participant’s annual target bonus in effect immediately prior to termination, prorated for the days of service provided in the year of termination. 7.Represents six months of employer-paid contributions to health insurance. 8.For purposes of Mr. Bar-Zeev’s Employment Arrangement, the ironSource Merger constituted a change of control, discussed above under “Agreements With our Named Executive Officers—Agreements with Tomer Bar-Zeev.” CEO Pay Ratio The combined fiscal year 2023 annual total compensation of our two Named Executive Officers who served as CEO during 2023 (our former CEO, John Riccitiello, and our interim CEO, James Whitehurst) totaled $33,325,612 as detailed in the Summary Compensation Table. The 2023 annual total compensation of our median compensated employee totaled $148,622. This resulted in a ratio of 224 to 1. As disclosed above, the total compensation for Mr. Riccitiello includes the incremental stock-based compensation expense the Company recognized in connection with the continuation of his vesting for six months following his retirement and the extension of the post-termination exercise period of his stock option awards, such amount reflects our calculation of the value of the modification of his awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him. Excluding the value associated with the modification of Mr. Riccitiello’s equity awards, the ratio would have been 44 to 1. In accordance with Instruction 2 to Item 402(u) of Regulation S-K, because there has been no change in our employee population or employee compensation arrangements in the past fiscal year that we reasonably believe would result in a significant change to our pay ratio disclosure, we elected to utilize the same median employee that we had identified in 2022 to calculate our 2023 CEO pay ratio. To identify the median employee, we took into account target annual base salary, target cash incentive bonus or target commission, and the grant value of equity compensation. Once we identified the median compensated employee, total cash and equity compensation was calculated using the same guidelines as the Summary Compensation Table. We looked at our population as of calendar year end, December 31, 2022. This included all of our employees, except our CEO, regardless of full-time or part-time status, but excluded contingent workers, students, and interns. Any employees whose pay was in a currency other than USD was converted to USD using a foreign exchange rate as of December 29, 2022. The final population included 7,610 employees for this analysis. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | EXECUTIVE COMPENSATION |

  76. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with the Company’s performance, refer to “Compensation Discussion & Analysis” above.

  77. PAY VERSUS PERFORMANCE

    | Pay vs. Performance Disclosure(1) | | | | | | | | | | | | | | | | | | | Value of Fixed $100 Investment Based On: | | (in thousands) | | | Year | Summary Compensation Table Total for First PEO(2) ($) | Compensation Actually Paid for First PEO(3) ($) | Summary Compensation Table Total for Second PEO(2) ($) | Compensation Actually Paid for Second PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid for Non-PEO NEOs(5) ($) | Unity TSR(6) ($) | S&P 500 I.T. Sector TSR(7) ($) | Unity Net Income (Loss)(8) ($) | Unity Revenue (9)(10) ($) | | 2023 | 27,130,731 | 13,547,993 | 6,194,881 | 8,432,881 | 9,064,060 | 18,648,904 | 60 | 173 | (826,322) | 2,187,317 | | 2022 | 11,805,430 | (213,136,090) | 0 | 0 | 21,787,435 | (3,571,284) | 42 | 111 | (919,488) | 1,391,034 | | 2021 | 12,501,471 | (17,400,715) | 0 | 0 | 17,015,624 | 10,716,783 | 209 | 156 | (532,607) | 1,110,526 | | 2020 | 22,001,733 | 682,364,174 | 0 | 0 | 4,309,810 | 90,477,822 | 225 | 117 | (282,308) | 772,445 |

  78. PAY VERSUS PERFORMANCE

    *Total Shareholder Return is shown as “TSR” in the table above. 1.Our first principal executive officer (“PEO”) for 2020 through 2023 was John Riccitiello. Our second PEO for 2023 was James Whitehurst. Our other, non-PEO, named executive officers (NEOs) for 2020 were Ralph Hauwert and Ingrid Lestiyo. Our other, non-PEO, NEOs for 2021 were Luis Visoso, Kimberly Jabal, Marc Whitten, Ingrid Lestiyo, Ralph Hauwert, and Clive Downie. Our other, non-PEO, NEOs for 2022 were Luis Visoso, Carol Carpenter, Anirma Gupta, and Marc Whitten. Our other, non-PEO, NEOs for 2023 were Luis Visoso, Carol Carpenter, Anirma Gupta, Clive Downie, Tomer Bar-Zeev, and Marc Whitten. 2.The dollar amounts reported under Summary Compensation Table Total for First PEO and Summary Compensation Table Total for Second PEO are the amounts of total compensation reported for Mr. Riccitiello and for Mr. Whitehurst for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” 3.The dollar amounts reported under Compensation Actually Paid (“CAP”) for First PEO and Compensation Actually Paid Total for Second PEO represent the “compensation actually paid” to Mr. Riccitiello and to Mr. Whitehurst, respectively, 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 Mr. Riccitiello or Mr. Whitehurst. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Riccitiello’s and Mr. Whitehurst’s total compensation to determine the compensation actually paid in the applicable year:

  79. PAY VERSUS PERFORMANCE

    | | EXECUTIVE COMPENSATION |

  80. PAY VERSUS PERFORMANCE

    | PEO "CAP" Calculation Detail | | | | | | | | First PEO(c) | | | | Second PEO | | Compensation Element | 2020 | 2021 | 2022 | 2023 | 2023 | | SCT Reported Total Compensation | $22,001,733 | $12,501,471 | $11,805,430 | $27,130,731 | $6,194,881 | | Aggregate SCT Reported Equity Compensation (-)(a) | ($21,157,519) | ($11,503,221) | ($11,425,414) | ($26,750,715) | ($5,940,000) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+)(b)(i) | $186,322,120 | $20,244,142 | $2,647,018 | $0 | $8,178,000 | | Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-)(b)(ii) | $285,950,938 | ($21,832,049) | ($166,177,226) | $9,748,047 | $0 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)(b)(iii) | $0 | $0 | $1,137,021 | $0 | $0 | | Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-)(b)(iv) | $209,246,902 | ($16,811,058) | ($51,122,919) | $3,419,930 | $0 | | "Compensation Actually Paid" Determination | $682,364,174 | ($17,400,715) | ($213,136,090) | $13,547,993 | $8,432,881 |

  81. PAY VERSUS PERFORMANCE

    a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Note, adjustments inapplicable to the covered executive are not reflected in the chart above. The valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant. c.Additional valuations were performed to capture the modifications of the First PEO's awards. 4. The dollar amounts reported under Average Summary Compensation Table Total for Non-PEO NEOs represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. 5. The dollar amounts reported under Average Compensation Actually Paid for Non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEOs), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Riccitiello and Mr. Whitehurst) during the applicable year. The following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Riccitiello and Mr. Whitehurst) for each year to determine the compensation actually paid, using the same methodology described above in Note 3:

  82. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs "CAP" Calculation Detail | | | | | | | Year | | | | | Compensation Element | 2020 | 2021 | 2022 | 2023 | | SCT Reported Total Compensation | $4,309,810 | $17,015,624 | $21,787,435 | $9,064,060 | | Aggregate SCT Reported Equity Compensation (-) | ($3,652,913) | ($16,013,377) | ($21,340,447) | ($8,563,091) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $40,050,353 | $18,902,371 | $12,080,932 | $12,126,352 | | Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $38,488,294 | ($9,078,025) | ($12,104,442) | $5,342,022 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | $1,487,396 | $948,478 | $125,055 | | Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | $11,282,278 | ($1,597,206) | ($4,943,240) | $554,506 | | "Compensation Actually Paid" Determination | $90,477,822 | $10,716,783 | ($3,571,284) | $18,648,904 |

  83. PAY VERSUS PERFORMANCE

    | | EXECUTIVE COMPENSATION |

  84. PAY VERSUS PERFORMANCE

    6. Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. For purposes of the Company’s 2020 cumulative total shareholder return, the measurement period begins at the Company’s September 2020 initial public offering. 7. Weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Information Technology Sector Index. 8. The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. 9. The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year. 10. As noted in the "Compensation Discussion & Analysis" above, this measure is one of two evenly weighted corporate performance metrics (along with Adjusted EBITDA Margin) for the Cash Incentive Bonus Plan for 2023. Relationship Disclosures Our Human Capital and Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. To promote strong pay-for-performance orientation when setting executive pay levels, the Human Capital and Compensation Committee considers the Company's absolute and relative total shareholder return, short- and long-term business outlook, including income and revenue growth, and the broader market environment. The following graphs set forth the relationships between the Company’s cumulative total shareholder return relative to peer comparators, as well as compensation actually paid relative to the Company’s total shareholder return, net income (loss), and revenue over the last four completed fiscal years. Note that the Human Capital and Compensation Committee assesses target compensation and potentially realizable compensation in addition to compensation actually paid to maintain a holistic understanding of executive total compensation packages.

  85. PAY VERSUS PERFORMANCE

    | | EXECUTIVE COMPENSATION |

  86. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important measures used to link compensation actually paid with the Company’s performance during the most recently completed fiscal year: kAdjusted EBITDA Margin; and kRevenue. See the “Compensation Discussion & Analysis” above and published in our historical proxy statements for additional detail on executive compensation actions. The compensation value ultimately realized by our Named Executive Officers remains subject to significant variation over time, including, for example, as a result of forfeiture of unvested awards prior to vesting or variation in stock price prior to award monetization. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  87. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows for the year ended December 31, 2023, certain information with respect to the compensation of all non-employee directors of the Company. Mr. Whitehurst, Mr. Bar-Zeev, and Mr. Riccitiello are or were executive officers and did not receive any additional compensation for service on our Board.

  88. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Director | Cash Awards ($)(1) | Stock Awards ($)(2) | Total ($) | | Roelof Botha(3) | — | 320,000 | 320,000 | | Mary Schmidt Campbell, Ph.D. | 125,000 | 185,000 | 310,000 | | Shlomo Dovrat | — | 295,000 | 295,000 | | Egon Durban | 110,000 | 185,000 | 295,000 | | David Helgason | 100,000 | 185,000 | 285,000 | | David Kostman | 50,000 | 245,000 | 295,000 | | Michelle Lee | 110,000 | 185,000 | 295,000 |

  89. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | EXECUTIVE COMPENSATION |

  90. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Barry Schuler | 50,000 | 260,000 | 310,000 | | Robynne Sisco | 50,000 | 260,000 | 310,000 | | Keisha Smith | 60,000 | 235,000 | 295,000 |

  91. NON-EMPLOYEE DIRECTOR COMPENSATION

    1.The amounts disclosed represent a mix of, as applicable, (i) an annual cash retainer, (ii) an annual cash award, and (iii) a committee retainer grant. Such amounts vest on the earlier of our 2024 Annual Meeting or June 5, 2024, awarded pursuant to our Non-Employee Director Compensation Policy described below to our non-employee directors. Mr. Botha and Mr. Dovrat each elected to receive all such compensation in RSUs, and accordingly received RSUs that vest on the earlier of our 2024 Annual Meeting or June 5, 2024, subject to continuous service. 2.The amounts disclosed represent the aggregate grant date fair value of the RSUs granted to our non-employee directors during 2023 under our 2020 Plan, computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs reported in the Stock Awards column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the restricted stock units, or the sale of any common stock acquired under such restricted stock units. 3.Excludes 1,132 restricted stock units granted to Mr. Botha on June 22, 2023, in lieu of a cash award of $50,000 which was granted on June 2, 2022 and vested in full on the first anniversary of the date of grant. In lieu of settlement of the cash award, Mr. Botha received a grant of restricted stock units, with the number of shares underlying the restricted stock units determined based on a per share price of $44.15, the closing price of the Company’s common stock on the NYSE on the grant date of the cash award. Such restricted stock units granted to Mr. Botha immediately vested in full. The grant date fair value of this award was $49,978. The aggregate number of shares subject to option awards and stock awards held by the directors listed in the table above as of December 31, 2023 was as follows:

  92. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Director | Number of Shares Subject to Outstanding Options as of December 31, 2023 | Number of Shares Subject to Outstanding RSUs as of December 31, 2023 | | Roelof Botha | — | 9,216 | | Mary Schmidt Campbell, Ph.D. | — | 5,328 | | Shlomo Dovrat | — | 19,258 | | Egon Durban | — | 5,328 | | David Helgason | — | 5,328 | | David Kostman | 51,192 | 17,818 | | Michelle Lee | — | 7,098 | | Barry Schuler | — | 7,488 | | Robynne Sisco | 29,753 | 7,488 | | Keisha Smith | — | 7,703 |

  93. NON-EMPLOYEE DIRECTOR COMPENSATION

    Non-Employee Director Compensation Policy We annually review our corporate governance policies, including our non-employee director compensation policy (“the Policy”). In March 2022, in consultation with our compensation consultant, Semler Brossy, we amended and restated the Policy, which became effective immediately and was in effect for all awards granted in 2022 and 2023. These changes made in 2022 were intended to ensure competitiveness and alignment with market practice. Pursuant to this policy, non-employee directors were eligible to receive the compensation described below.

  94. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | EXECUTIVE COMPENSATION |

  95. NON-EMPLOYEE DIRECTOR COMPENSATION

    2023 Annual Grant and Cash Election At the close of business on the date of our 2023 annual meeting of stockholders, each non-employee director was automatically granted an RSU award covering the number of shares of our common stock equal to (i) $235,000 minus such non-employee director’s Annual Cash Election (as defined below), if any, divided by (ii) the closing sales price per share of our common stock on the date of the applicable annual meeting. Each annual grant will fully vest on the earlier of (i) the first anniversary of the applicable grant date and (ii) the date of the first annual meeting following the applicable grant date, subject to the non-employee director’s continuous service through the vesting date. Each director was also automatically granted a cash award of $50,000, unless the director elected to receive it in RSUs. The annual cash retainer grant (or RSU award elected in lieu thereof, if applicable) will fully vest on the earlier of (i) the first anniversary of the applicable grant date and (ii) the date of the first annual meeting of stockholders following the applicable grant date, subject to the non-employee director’s continuous service through the vesting date. Non-employee directors could elect to receive up to $50,000 of the value of the annual grant in the form of a cash payment (any such amount that is elected if referred to as the “Annual Cash Election”). 2024 Annual Grant and Cash Election In September 2023, we again reviewed the Policy with Semler Brossy and amended and restated the Policy, which became effective immediately and will be in effect for all awards granted in 2024. These changes were intended to simplify the payments made to our non-employee directors, although did not change the total amount of compensation. At the close of business on the date of our 2024 annual meeting of stockholders, each non-employee director will automatically be granted an RSU award covering the number of shares of our common stock equal to (i) $285,000 minus such non-employee director’s Annual Cash Election (as defined below), if any, divided by (ii) the closing sales price per share of our common stock on the date of the applicable annual meeting. Each annual grant will fully vest on the earlier of (i) the first anniversary of the applicable grant date and (ii) the date of the first annual meeting following the applicable grant date, subject to the non-employee director’s continuous service through the vesting date. Each director may elect, prior to the calendar year end, to receive up to $100,000 in cash rather than in RSUs. Any such annual cash retainer grant will fully vest on the earlier of (i) the first anniversary of the applicable grant date and (ii) the date of the first annual meeting of stockholders following the applicable grant date, subject to the non-employee director’s continuous service through the vesting date. Committee Retainer Grant At the close of business on the date of each annual meeting of stockholders, each non-employee director will automatically be granted an RSU award covering the number of shares of our common stock equal to (i) the Total Retainer (as defined below) divided by (ii) the closing sales price per share of our common stock on the date of the applicable annual meeting, rounded down to the nearest whole share. Each retainer grant will fully vest on the earlier of (i) the first anniversary of the applicable grant date and (ii) the date of the first annual meeting following the applicable grant date, subject to the non-employee director’s continuous service through the vesting date. Prior to amending the Policy in September 2023, non-employee directors could elect to receive all or a portion of the Committee Retainer Grant in the form of a cash payment. The “Total Retainer” is the sum of the following retainer fees, as applicable with respect to such non-employee director, measured as of the date of the retainer grant:

  96. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Committee Chair: | $25,000 | | Committee Member: | $10,000 | | Lead Independent Director: | $25,000 |

  97. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | EXECUTIVE COMPENSATION |

  98. NON-EMPLOYEE DIRECTOR COMPENSATION

    Initial Grant In addition, under the non-employee director compensation policy each non-employee director elected or appointed to our Board will automatically, upon the date of his or her initial election or appointment as a non-employee director (or, if such date is not a business day, the first business day thereafter), be granted an RSU award covering the number of shares of our common stock equal to (i) $400,000 divided by (ii) the closing sales price per share of our common stock on the applicable grant date, rounded down to the nearest whole share. Each initial grant will vest in a series of successive equal quarterly installments over the three-year period measured from the applicable grant date, subject to the non-employee director’s continuous service through each vesting date. Acceleration upon a Change in Control or In the Event of Death The non-employee director compensation policy provides that for each non-employee director who remains in continuous service with us until immediately prior to the closing of a Change in Control (as defined in the 2020 Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to the non-employee director compensation policy, as well as any other then-outstanding equity awards then held by such non-employee director, and any Cash Amount elected in lieu of a portion of an annual grant, will become fully vested (and in the case of the Cash Amount, payable) immediately prior to the closing of such Change in Control. In addition, if a non-employee director’s continuous service terminates because of their death (i) within the first year of continuous service, then 50% of any RSU award held by such non-employee director shall vest and become payable effective as of immediately prior to the effective time of such termination or (ii) on or after the first year of their continuous service, then 100% of any RSU award held by such non-employee director shall vest and become payable effective as of immediately prior to the effective time of such termination (the “Death Benefit”). The Death Benefit only applies to awards outstanding under the 2020 Equity Incentive Plan and not the ironSource Plans. If the non-employee director elected a Retainer Cash Election or Annual Cash Election and their continuous service terminates because of their death (i) within the first year of continuous service, then 50% of the Retainer Cash Election and/or Annual Cash Election, as applicable, shall be paid to their legal representative within ten (10) business days of the effective time of termination or (ii) on or after the first year of their continuous service, then 100% of the Retainer Cash Election and/or Annual Cash Election, as applicable, shall be paid to their legal representative within ten (10) business days of the effective time of termination. Expenses We will also continue to reimburse each non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in board and committee meetings.