DEF 14A of Unity Software Inc.
Filed Apr 18, 2025 · FY20240001810806-25-000081
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, unless the Board determines by resolution that any such vacancies will be filled by the stockholders. 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 thirteen members. On March 28, 2025, Michelle K. Lee and David Kostman each notified us of their intent to resign from the Board, each effective June 9, 2025. Their resignations were not due to any disagreement with Unity, our management, or other members of the Board. We are grateful to Ms. Lee and Mr. Kostman for their service and dedication to Unity and its stockholders. In connection with the resignations, the Board reduced the number of authorized directors constituting the full Board to eleven, effective June 9, 2025. There are four directors in the class whose term of office expires in 2025. If elected at the Annual Meeting, each of these nominees would serve until the 2028 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. Dovrat has not previously been elected by our stockholders. As described below, Mr. Dovrat’s candidacy was recommended by ironSource pursuant to the Merger Agreement (as defined below). 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. Our policy is to strongly encourage directors and nominees for director to attend the Annual Meeting. Twelve of the thirteen then-serving directors attended the 2024 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, or alternatively, our board of directors may leave a vacancy on the board of directors or reduce the size of the board of directors. 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.
ELECTION OF DIRECTORS
| | PROPOSAL ONE |
CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028
CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028
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.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | Matthew Bromberg | | | Mr. Bromberg has served as our President and Chief Executive Officer, and member of our Board, since May 2024. Mr. Bromberg previously served as a Senior Advisor to Blackstone, a global alternative asset manager, from March 2022 until May 2024. He also serves on the board of directors of Bumble Inc., a public technology company where he has been on the board since July 2020. From 2018 to 2021, he served on the board of directors of Fitbit, Inc. where he was a member of both the compensation and nominating and governance committees. Between August 2016 to November 2021, Mr. Bromberg served as Chief Operating Officer at Zynga Inc., a mobile social game developer. Prior to Zynga, he held various leadership roles at Electronic Arts Inc., a video game company, including Senior Vice President of Strategy and Operations of the company’s mobile division and Group General Manager for all BioWare studios worldwide. Earlier in his career, he served as the President and Chief Executive Officer of Major League Gaming, a professional esports organization. Mr. Bromberg holds a B.A. in English from Cornell University and a J.D. from Harvard Law School. Mr. Bromberg was selected to serve on our Board because of the perspective and experience he brings as our President and Chief Executive Officer, as well as his experience in the gaming and entertainment industries. | | Age: 58 | | | Board Member Since: 2024 Title: Unity President and Chief Executive Officer | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | PROPOSAL ONE |
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. Currently Mr. Bar-Zeev is the Co-Founder and Chairman at ZyG, an e-commerce platform. 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: 49 | | | Board Member Since: 2022 Title: Former Unity President, Grow Solutions and ironSource Founder | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | Keisha Smith | | | Since January 2025, Ms. Smith has served as the Executive Vice President and Chief People & Culture Officer of Four Seasons Hotels and Resorts, a hospitality company. From August 2018 until June 2024, she 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: 48 | | | Board Member Since: 2021 Title: Executive Vice President and Chief People & Culture Officer of Four Seasons | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | PROPOSAL ONE |
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: 77 | | | Board Member Since: 2020 Title: President Emerita of Spelman College | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | PROPOSAL ONE |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | James M. Whitehurst | | | Mr. Whitehurst has served as a member of our Board since October 2023. Since May 2024 he has served as our Executive Chair of the Board and a Senior Advisor to the Company, and prior to that he served as our Interim President and Chief Executive Officer beginning in October 2023. He serves as a Managing Director at Silver Lake, a technology investment firm, a role he has held since May 2024 and where he was previously a Senior Advisor beginning in 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 from serving previously 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: 57 | | | Board Member Since: 2023 Title: Unity Senior Advisor & Executive Chair of the Board | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| | PROPOSAL ONE |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING The following is a brief biography of each Class I director whose term will continue after the Annual Meeting, except for Mr. Kostman and Ms. Lee, each of whom has notified the Company of their resignation from the Board, effective June 9, 2025.
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 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 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 23andMe Holding Co., a personal genetics company, 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: 51 | | | Board Member Since: 2009 Title: Senior Steward, Sequoia Capital | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 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: 47 | | | Board Member Since: 2007 Title: Founding General Partner, Transition Global | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| | PROPOSAL ONE |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 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 operating under the name “Teads”, where he has served as the Chief Executive Officer since February 2024 and previously served as 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: 60 | | | Board Member Since: 2022 Title: Chief Executive Officer, Outbrain Inc. (“Teads”) | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 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: 59 | | | Board Member Since: 2022 Title: CEO of Obsidian Strategies, Inc. and Former Under Secretary of Commerce for Intellectual Property and Director of the USPTO | |
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, 2024. Equity Compensation Plan Information
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) | 44,521,001 | 20.31 | 34,621,846(3) | | Equity compensation plans not approved by security holders(4)(5) | 8,766,432 | 23.52 | 857,707 | | Total(6) | 53,287,433 | | 35,479,553 |
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 20,469,703 shares and 4,093,940 shares that were added to our 2020 Plan and 2020 ESPP, respectively, on January 1, 2025. 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, commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year, or a lesser number of shares determined by our Board prior to the date of such increase. Our 2020 ESPP provides that the total number of shares of common stock reserved for issuance under the 2020 ESPP will automatically increase on January 1st of each year, commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (ii) 10,576,183 shares of common stock; or a lesser number of shares determined by the Board prior to the date of any such increase. 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
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION 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, 2024, 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. Also excludes 5,603,452 shares that were added to our 2021 Share Incentive Plan as a result of automatic an annual increase on January 1, 2025. 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.
OVERVIEW
OVERVIEW Unity’s approach to executive compensation is grounded in our mission to attract, retain, and motivate a skilled and innovative executive team in a competitive talent market. As a leader in creating and growing games and interactive experiences, Unity operates in a highly dynamic and specialized market environment where exceptional talent is critical to executing our ambitious strategies. Our executive compensation program is designed to support this mission, ensuring we remain highly competitive within the broader technology sector as well as with high-growth companies and established peers. Throughout 2024, Unity experienced significant leadership transitions and organizational changes, including the appointment of a new Chief Executive Officer, the departure of several senior executives, the elevation of internal leaders into critical roles— sometimes on an interim basis—and the hiring of additional key employees to strengthen the leadership team. Amidst these changes, Unity continued to prioritize innovation, execution, and long-term value creation for our stockholders. As we transition into this new phase of leadership, the Human Capital and Compensation Committee (“HCCC”) of the Board is taking a more measured approach to balancing growth-oriented compensation strategies with judicious management of dilution and stock- based compensation, ensuring equity is used effectively to align with stockholder interests. We are focused on reducing dilution from stock-based compensation. The HCCC also remains committed to preserving Unity’s ability to compete in global talent markets while driving pay-for- performance alignment, accountability, and sustainable stockholder value creation. Recognizing the competitive dynamics of the technology industry, our program provides a tailored mix of base salaries, short-term incentives, and equity-based compensation designed to support the unique contributions of each of our executives to Unity’s success and evolution. Additionally, our executive compensation program for 2025 is introducing several key enhancements to reinforce long-term alignment with stockholder interests, the most significant of which is the implementation of performance stock units (“PSUs”) into our annual equity compensation framework for the first time. This shift reflects a milestone in the evolution and maturation of Unity’s public company compensation strategy and underscores our commitment to reward executives when rigorous, measurable performance objectives are achieved. This Compensation Discussion and Analysis discusses our executive compensation policies and how and why our HCCC arrived at specific compensation decisions for the year ending December 31, 2024 and certain select post fiscal year-end compensation decisions for the individuals who served in the following capacities during 2024: (i) principal executive officer, Messrs. Bromberg and Whitehurst, (ii) principal financial officer, Messrs. Barrysmith and Visoso, (iii) our three other most highly compensated executive officers as of December 31, 2024, Ms. Gupta and Messrs. Blum and Thé, and (iv) two additional former executive officers who each served as an executive officer during 2024 but was not serving as an executive officer at the end of 2024, Messrs. Bar-Zeev and Whitten, collectively our Named Executive Officers (or “NEOs”).
EXECUTIVE SUMMARY
| What We Do | Our executive bonuses are dependent on meeting corporate objectives. •Our annual performance-based bonus opportunities for all of our Named Executive Officers are dependent upon achievement of annual corporate objectives established each year. For 2024, our bonus targets were based on revenue from our strategic portfolio and an Adjusted EBITDA “gate” which required achievement of an Adjusted EBITDA target as a necessary condition for bonus payout regardless of revenue performance. For definitions of the annual bonus performance measures for 2024, please see “—2024 Executive Compensation Program—Performance and Non-Plan Bonuses (at-risk cash)” below. | | | We emphasize long-term equity incentives. •Equity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our Named Executive Officer compensation packages. •In 2024 we granted equity awards in the form of restricted stock units (“RSUs”) and stock options. In the first quarter of 2025, we used performance stock units (“PSUs”) rather than stock options for the executive refresh awards to further enhance long-term performance and stockholder value creation. | | | We consider market data based on our peer group when determining compensation. •Our HCCC has retained an independent third-party consultant for guidance in making compensation decisions. | | | Our executive officers and directors are subject to stock ownership guidelines. •Our executive officers and directors are subject to stock ownership guidelines, ensuring long-term alignment with our stockholders. The guidelines require executives and directors to hold Unity shares representing a meaningful multiple of salary or retainer, as applicable. |
OBJECTIVES, PHILOSOPHY AND ELEMENTS OF EXECUTIVE COMPENSATION
| Element of Compensation | Proportion of 2024 Target Total Direct NEO Pay (Average)1 | Objectives | Key Features | | Base Salary (fixed cash) | 6% | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors including individual performance, market data, scope and complexity of the role, and internal equity. | | Performance Bonus (at-risk cash) | 4% | Rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | Target bonus amounts are reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus payouts in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives, namely strategic revenue and Adjusted EBITDA(2), consistent with our long- term strategic plan. The HCCC reviews and approves the selected performance objectives in the beginning of the year, and actual bonus amounts earned are determined after the end of the year based on the achievement of such company performance objectives. | | Long-Term Incentive (at-risk equity) | 90% | Rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts and retains highly qualified executives and encourages their continued employment over the long term. | Equity grants are reviewed and determined annually. Equity is typically granted for new hires, annual refreshes, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual awards are determined based on a number of factors, such as role, performance, potential at the company, market data, unvested equity holdings, and overall company performance. |
OBJECTIVES, PHILOSOPHY AND ELEMENTS OF EXECUTIVE COMPENSATION
1.Approximate target averages, as discussed below. Excludes Messrs. Visoso, Bar-Zeev, and Whitten, each of whom terminated employment in 2024. Also excludes Messrs. Whitehurst and Bromberg given the CEO transition in 2024. The target average shown for performance bonus represents the average 2024 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 2024, in each case, as a percentage of target total direct compensation. Excludes Mr. Barrysmith’s PVU Award as a one-time grant related to his service as Interim Chief Financial Officer. 2.We define Adjusted EBITDA as net loss excluding benefits or expenses associated with stock-based compensation, amortization of acquired intangible assets, depreciation, restructurings and reorganizations, interest, income tax, and other non-operating activities, which primarily consist of foreign exchange rate gains or losses. 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 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 HCCC uses its judgment to establish a total compensation program for each executive 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.
HOW WE DETERMINE EXECUTIVE COMPENSATION
HOW WE DETERMINE EXECUTIVE COMPENSATION Role of our HCCC, Management and the Board The HCCC 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 HCCC’s oversight of the executive compensation program, see the section titled “Information Regarding Committees of the Board of Directors —Human Capital and Compensation Committee”. The HCCC consists solely of independent members of the Board. The HCCC reviews all compensation paid to our executive officers, including our Named Executive Officers. The Chief Executive Officer evaluates and provides to the HCCC performance assessments and compensation recommendations. While the Chief Executive Officer discusses his recommendations for the other executive officers (excluding himself) with the HCCC, he does not participate in the deliberations concerning, or the determination of, his own 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 HCCC to make presentations, provide financial or other background information or advice or otherwise participate in the HCCC meetings. The HCCC meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (i.e., 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 HCCC determines appropriate. The HCCC does not delegate authority to approve executive officer compensation. The HCCC does not maintain a formal policy regarding the timing of equity awards to our executive officers. Instead, the HCCC 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 HCCC retains and seeks the advice of a compensation consultant independent of management. In 2024, the HCCC 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.
HOW WE DETERMINE EXECUTIVE COMPENSATION
Semler Brossy does not provide services to the Company, other than executive compensation advice and general advice on equity spend and usage to the HCCC. The HCCC has reviewed the independence of Semler Brossy and determined that this engagement does not raise any conflicts of interest. Role of our Compensation Peer Group The HCCC re-engaged Semler Brossy to assist in the review of the compensation peer group for purposes of evaluating executive officer compensation in 2024. The peer group companies were selected using the following criteria: •Publicly traded companies on major US exchanges with a focus on application software, entertainment, interactive media, internet services, and infrastructure and systems software; •Companies within a reasonable range of our size, defined as one-third to three times our revenue and market capitalization; •High-growth companies defined as having revenue growth greater than or equal to 15%; and •Companies that share similar talent, operational, and/or business characteristics. The HCCC reviewed and discussed the criteria above and made the following changes to our compensation peer group for 2024: •Datadog and Snowflake were removed; and •AppLovin, Procore, Samsara, Snap, and Take-Two Interactive were added. The HCCC felt the below peer group provided a robust and stable set of market comparisons that were a business and financial fit for Unity. The following companies represent the peer group we used in assessing compensation competitiveness for 2024:
FACTORS USED IN DETERMINING EXECUTIVE COMPENSATION
Our HCCC sets the compensation of our executive officers at levels they determine to be competitive and appropriate, using their professional experience and judgment. Initial pay recommendations are informed by a methodical review of market and performance, including reference to executive benchmarks. The HCCC believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In addition, the HCCC may consider stockholder feedback, including the advisory votes on executive compensation. For example, in response to last year’s advisory vote on executive compensation, we deepened our focus on implementing alternatives to time-based vesting. As a result, we began designing a broader PSU program in 2024, which we implemented in the first quarter of 2025 in response to investor interest in performance-based awards that were more relevant in executive pay, discussed more fully below. In addition to investor feedback, the HCCC generally takes into consideration the factors listed below in making executive compensation decisions. •Company performance and existing and anticipated business needs •Each executive officer’s individual performance, scope of job function and the critical skill set of each to the Company’s future performance; •The need to attract new talent to our executive team and retain existing talent in a highly competitive industry and in a highly specialized field; •A range of market data reference points, as described above under “How We Determine Executive Compensation”; and •The role of appropriate succession planning for key positions.
2024 EXECUTIVE COMPENSATION PROGRAM
2.Until his transition to Senior Vice President, Chief Operating Officer on November 1, 2024, Mr. Blum’s annual base salary as Senior Vice President, Corporate Development was $450,000. 3.Messrs. Bar-Zeev and Whitten departed from their roles in January 2024 and July 2024, respectively, and therefore did not receive a base salary increase. Performance and Non-Plan Bonuses (at-risk cash) Cash Incentive Bonus Plan Our Cash Incentive Bonus Plan, initially adopted in 2020 as part of our transition to becoming a public company, is designed to reward participants for achieving key financial objectives that drive company success and align with stockholder interests. In 2024, most of our executive officers were eligible to participate in the plan, except for Mr. Whitehurst, who served in an interim role, and Mr. Bar-Zeev, whose bonus eligibility was governed by his employment agreement, and who was not eligible to receive a 2024 annual bonus. Eligibility also extended to a select group of non-executive employees based on level and location. To receive a payment, participants must be employed on the date the bonus is paid. Beginning in 2024, we adjusted the structure of the Cash Incentive Bonus Plan to focus 100% on Company performance, eliminating individual and business unit performance components. This shift simplified the performance framework and was designed to ensure the incentive compensation of our senior leaders was further aligned with the Company’s financial performance. The HCCC selected revenue from our strategic portfolio, which we call “Strategic Revenue”1 and Adjusted EBITDA2 as the performance metrics for 2024. Adjusted EBITDA served as a gating mechanism, meaning that failure to meet the Adjusted EBITDA threshold would result in zero payout, regardless of revenue performance. Using Adjusted EBITDA as a gating threshold underscores our commitment to achieving profitable growth while driving top-line revenue expansion. The Adjusted EBITDA gate for 2024 was set at $400 million, such that if the Company did not achieve at least $400 million in Adjusted EBITDA, no bonuses would be paid under the Cash Incentive Bonus Plan regardless of Strategic Revenue results. The Strategic Revenue attainment goals were set at the following levels: a threshold of $1,760 million, a target of $1,800 million, and a maximum of $1,880 million, with linear interpolation between points. Strategic Revenue below the $1,760 million threshold would result in zero payout. Below is the attainment matrix for determining executive bonuses under the Cash Incentive Bonus Plan.
2024 EXECUTIVE COMPENSATION PROGRAM
| Revenue Attainment | Strategic Revenue | | Bonus Attainment | | | $(in millions) | Y/Y Growth | | | 104.4% | $1,880 | +8.5% | 150% | | 103.5% | $1,863 | +7.5% | 125% | | 102.2% | $1,840 | +6.2% | 116% | | 101.1% | $1,820 | +5.0% | 108% | | 100.0% | $1,800 | +3.8% | 100% | | 98.9% | $1,780 | +2.7% | 88% | | 97.8% | $1,760 | +1.5% | 75% | | 0% Attainment below $1,760 | | | Adjusted EBITDA Gate = $400 million |
2024 EXECUTIVE COMPENSATION PROGRAM
1. Target cash amounts shown are pro rated for time served at the company for Messrs. Bromberg and Blum, and for salary increases throughout the year for Messrs. Barrysmith, Blum, Thé and Ms. Gupta. 2. Mr. Whitehurst did not participate in the Cash Incentive Bonus Plan for 2024. 3. Messrs. Visoso and Whitten departed from the Company in 2024, and therefore earned no bonus for 2024. However, pursuant to their respective separation agreements, Mr. Visoso received an amount equal to his pro rated 2024 target bonus ($340,137) and Mr. Whitten received an amount equal to his full 2024 target bonus ($400,000). For additional detail, please see the sections below titled “Agreements with Our Named Executive Officers—Mutual Separation Agreement with Mr. Visoso” and “—Resignation and Transition Agreement with Mr. Whitten.” 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 ($553,910, or eight months of his base salary). For additional detail regarding Mr. Bar-Zeev’s compensation, please see the heading below titled “Agreements with Our Named Executive Officers— Mutual Separation Agreement with Tomer Bar-Zeev.” Non-Plan Cash Bonuses Although our Cash Incentive Bonus Plan was our primary cash bonus vehicle, we also utilized specific, targeted one-time non- plan cash bonuses to attract and retain talent, as set forth below.
2024 EXECUTIVE COMPENSATION PROGRAM
| Executive | Type of Bonus | Amount ($) | | Matthew Bromberg(1) | Sign-on | 2,000,000 | | Mark Barrysmith(2) | Retention | 300,000 | | Alexander Blum(3) | Promotion | 25,000 |
2024 EXECUTIVE COMPENSATION PROGRAM
1.As an incentive for Mr. Bromberg to join us during a period of significant leadership transition and in connection with his appointment as President and Chief Executive Officer, Mr. Bromberg was awarded a cash sign-on bonus subject to repayment of 100% if he resigns or is terminated for Cause (as defined in the CEO Severance Plan, discussed below) within 6 months of his employment start date, and 50% if he resigns or is terminated without Cause within 12 months of his employment start date. The Board determined this payment was necessary to secure Mr. Bromberg's leadership in a competitive talent market. 2.In connection with his service as Interim Chief Financial Officer, Mr. Barrysmith was awarded a retention cash bonus which vested 6 months following his appointment as Interim Chief Financial Officer, provided he was employed at the payment date. The retention cash bonus was earned and paid in February 2025. 3.Mr. Blum was originally awarded a $100,000 sign-on bonus in connection with his hiring in July 2024, which was to be paid 6 months from his hire date. However, when he received a base salary increase in connection with his promotion in November 2024, we reduced the value of the sign-on bonus to $25,000, to be paid 6 months from his original hire date, provided he was employed at the payment date. The cash bonus of $25,000 was earned and paid in February 2025.
2024 EXECUTIVE COMPENSATION PROGRAM
Long-Term Incentive (at-risk equity) The HCCC annually reviews equity design and competitive market practices. To determine target equity levels, we analyze competitive equity values among our executive peer group. Historically, we have granted equity compensation to our executive officers in the form of restricted stock units (“RSUs”) and stock options, which we believe have served as effective retention tools while also focusing our executives’ attention on delivering long-term growth to our stockholders. compared to cash compensation. In 2024, the HCCC granted our Named Executive Officers either RSUs, stock options, performance stock options (“PSOs”), price-vesting RSUs (“PVUs”), or a combination thereof. In early 2025, we redesigned our annual NEO equity compensation program to include PSUs instead of stock options to further enhance long-term performance and stockholder value creation. Restricted Stock Units (RSUs) In 2024, the HCCC adopted a tailored equity approach in response to the unique transitional period resulting from the high level of executive turnover, including the transition from an Interim Chief Executive Officer to the appointment of a permanent President and Chief Executive Officer. This approach reflected two core priorities: (i) foster short-term stability during a critical leadership transition, and (ii) incentivize performance and retention with long-term equity-based rewards. To address these priorities, the HCCC utilized three primary RSU structures: •New Hire Award: These awards were designed to attract and secure talent in a competitive market. •Leadership Stability Retention Awards: These awards were designed to retain key leaders in order to promote stability during a potentially turbulent transition period. In general, we grant equity awards with a four-year vesting schedule. These awards have just a one-year vesting schedule, but were generally relatively smaller in value compared to historical grants. •Performance and Long-Term Retention Awards: These awards were designed to align total compensation with company performance and long-term strategic objectives. The structure and value of these awards were carefully calibrated to address our evolving business needs while recognizing the unique contributions of each individual NEO. The below table summarizes the RSU grants made to each NEO in 2024.
2024 EXECUTIVE COMPENSATION PROGRAM
| Executive | RSU Grant Date | Number of Shares (#) | RSU Type | | Matthew Bromberg(1) | 5/15/2024 | 1,036,055 | New Hire | | James M. Whitehurst(2) | 5/15/2024 | 207,211 | Leadership Stability | | Mark Barrysmith(3) | 2/5/2024 | 10,000 | Performance and Long-Term | | | 7/3/2024 | 72,604 | Performance and Long-Term | | | 8/19/2024 | 187,734 | Leadership Stability | | Luis Visoso(4) | 4/30/2024 | 540,930 | Leadership Stability | | Alexander Blum(5) | 7/8/2024 | 437,572 | New Hire | | | 11/1/2024 | 59,555 | Performance and Long-Term | | Anirma Gupta(6) | 7/3/2024 | 48,402 | Leadership Stability | | | 8/19/2024 | 187,734 | Performance and Long-Term | | Felix Thé(7) | 7/3/2024 | 193,610 | Performance and Long-Term | | Tomer Bar-Zeev(8) | N/A | — | N/A | | Marc Whitten(8) | N/A | — | N/A |
2024 EXECUTIVE COMPENSATION PROGRAM
1.In connection with Mr. Bromberg’s appointment as President and Chief Executive Officer, he was granted an RSU award which vests in four equal annual installments over a four-year period, with 25% of the RSUs vesting on May 15, 2025, and an additional 25% vesting on each anniversary of the grant date thereafter, subject to Mr. Bromberg’s continuous service. Additionally, Mr. Bromberg is required to hold at least 50% of the vested RSUs (net after any applicable sales to cover taxes) for one year from the applicable vesting date, further underscoring the alignment of his interests with long-term stockholder value. 2.Upon concluding his tenure as Interim President and CEO, Mr. Whitehurst transitioned to an advisory role with the company. In connection with his appointment as Senior Advisor and Executive Chair, Mr. Whitehurst was granted 207,211 RSUs which fully vest on the one year anniversary of the grant date, subject to Mr. Whitehurst’s continued service. 3.Mr. Barrysmith was granted an RSU award in February 2024 to reflect his performance in 2023, which vests over four years, subject to his continued service. In addition, he received an equity award in July 2024 vesting over four years in recognition of his continued strong performance as Chief Accounting Officer. In connection with his appointment as Interim Chief Financial Officer, in August 2024, he was granted an award of 187,734 RSUs which vest over a four-year period, with 6.25% of the RSUs vesting on November 25, 2024, and an additional 6.25% vesting quarterly thereafter, subject to his continued service. The award was designed to retain Mr. Barrysmith during the search for a permanent Chief Financial Officer. 4.Mr. Visoso received a one-time retention award of 540,930 RSUs, which would have vested 100% on the quarterly installment date that follows the first anniversary of the date of grant, subject to his continued service. Mr. Visoso departed the Company prior to the vesting of this award. 5.Mr. Blum received an award of 437,572 RSUs in connection with his hiring in July 2024, which vests 25% on August 25, 2025, and 6.25% quarterly thereafter subject to his continued service. He was promoted to Senior Vice President, Chief Operating Officer effective November 2024 and was granted an equity award consisting of 59,555 time-vesting RSUs, which vest over approximately four years, with 6.25% of the RSUs vesting on November 25, 2024 and 6.25% quarterly thereafter, subject to his continued service, to reflect his increased role and strategic importance to the Company and creating stockholder value over the long-term. 6.Ms. Gupta received an award of 48,402 RSUs vesting over one year from the date of grant to reflect her role in providing stability during the CEO transition, followed by a subsequent retention award of 187,734 RSUs vesting annually over four years subject to her continued service to reflect her role in promoting long-term strategic value. 7.Mr. Thé received a retention award of 193,610 RSUs vesting annually over a four-year period from the date of grant, subject to his continued service to reflect his critical importance to our long-term growth strategy. 8.Messrs. Bar-Zeev and Whitten were not awarded equity grants in 2024 for their executive roles. Mr. Bar-Zeev received an equity grant in connection with his service on our Board, as described below under “Summary Compensation Table” and “Non-Employee Director Compensation”. Stock Options The HCCC approved the following stock option grants to Messrs. Bromberg and Blum in 2024, in connection with their appointments as executive officers. No other NEOs received stock option grants in 2024.
2024 EXECUTIVE COMPENSATION PROGRAM
1. In connection with Mr. Bromberg’s appointment as President and Chief Executive Officer, he received a new-hire stock option grant which vests 25% annually starting on the first anniversary of the grant date of the award and 6.25% quarterly thereafter, subject to Mr. Bromberg’s continued employment with the Company. 2. In connection with Mr. Blum’s promotion to Senior Vice President, Chief Operating Officer, he received a promotion stock option grant which vests 1/48th monthly following the grant date, subject to Mr. Blum’s continued employment with the Company, to reflect his increased role and strategic importance to the Company and to align his compensation with creating stockholder value over the long-term.
2024 EXECUTIVE COMPENSATION PROGRAM
1.The stock price hurdle for a particular vesting tranche will be satisfied if during the Performance Period, the volume-weighted average trading price of Unity’s common stock on the New York Stock Exchange equals or exceeds the applicable stock price hurdle for such vesting tranche for a period of 60 consecutive calendar days. 2.On the grant date Unity’s stock price was $24.27. Mr. Blum’s PSO is divided into two vesting tranches, each representing 50% of the total shares subject to the PSO, and vests based on the achievement of two criteria: a continued service requirement and the satisfaction of specific stock price hurdles ($35 and $50) during the four-year performance period from July 8, 2024 to July 8, 2028.
2024 EXECUTIVE COMPENSATION PROGRAM
1.The stock price hurdle for a particular vesting tranche will be satisfied if during the Performance Period, the volume-weighted average trading price of Unity’s common stock on the New York Stock Exchange equals or exceeds the applicable stock price hurdle for such vesting tranche for a period of 60 consecutive calendar days. 2.On the grant date Unity’s stock price was $16.15. The PSO structure for both Messrs. Bromberg and Blum was developed in collaboration with our compensation consultant, Semler Brossy, to emphasize sustained stockholder value creation and leadership continuity. By requiring both continued service and substantial stock price appreciation, the PSOs are designed to reinforces a strong link between sustained company performance and financial outcomes for executives. Price-Vesting Restricted Stock Units (PVUs) In August 2024, the HCCC approved an equity award for Mr. Barrysmith which included 62,578 PVUs in connection with his appointment as Interim Chief Financial Officer. The PVUs were designed to further incentivize delivery of increased stockholder value via stock price appreciation during his service as Interim Chief Financial Officer.
2024 EXECUTIVE COMPENSATION PROGRAM
1.On the grant date Unity’s stock price was $16.72. The PVUs were subject to a seven-year performance period, running from August 19, 2024, to August 19, 2031, and vested based on achieving both a continued service requirement and a stock price hurdle. The stock price hurdle was satisfied on October 11, 2024, after the closing price exceeded $20 for 20 consecutive trading days, demonstrating sustained stock price appreciation. Following this achievement, the PVU award continued to vest on a time-based schedule, with the continued service requirement satisfied in equal quarterly installments over four years beginning August 9, 2024. 2024 CEO Compensation In 2024 Unity had two Chief Executive Officers. Mr. Whitehurst served as our Interim President and Chief Executive Officer from October 2023 until May 2024. He transitioned to the role of Senior Advisor and Executive Chair of the Board on May 15, 2024, at which point Mr. Bromberg became our permanent President and Chief Executive Officer. For more information on the arrangements we entered into with Mr. Whitehurst and Mr. Bromberg in connection with the CEO transition, please see the summaries below under the headings, “Agreements with Our Named Executive Officers—Employment Role Change Agreement with James M. Whitehurst” and “—Offer Letter with Matthew Bromberg.” 2025 CFO Compensation As previously disclosed, Jarrod Yahes was appointed to serve as our Senior Vice President and Chief Financial Officer, effective January 1, 2025. In connection with his appointment, Mr. Yahes entered into a letter agreement with the Company, providing for an annual base salary of $525,000; the ability to participate in the Company’s Cash Incentive Bonus Plan with a bonus target equal to 75% of his annual base salary; a sign-on bonus of $400,000, 50% of which was paid at his start date and 50% of which will be paid at the one-year anniversary of his start date; and an award of restricted stock units valued at $12 million, which will vest 12.5% on August 25, 2025, and 6.25% quarterly thereafter, subject to Mr. Yahes’ continuous employment. In addition, as provided in his offer letter, in the first quarter of 2025, Mr. Yahes received grants of RSUs and PSUs with an aggregate value of approximately $4 million. Mr. Yahes participates in the Company’s Executive Severance Plan, as described under the heading "Executive Severance Agreements and Change in Control Benefits." Executive Compensation Program Design Improvement for 2025: Performance Stock Units (PSUs) In March 2025, the HCCC approved the introduction of PSUs as part of Unity’s executive compensation program. This change directly responds to feedback from proxy advisors and investors, underscoring our commitment to aligning executive compensation with long-term stockholder value creation. We believe this structure balances a focus on long-term value creation with the need for setting challenging but achievable annual goals, reflective of Unity’s dynamic business environment. To address investor feedback, the PSU design explicitly incorporates measures to promote executive accountability for stockholder dilution and stock-based compensation expense, as further summarized below. Specifically, for the 2025 PSUs one performance metric we are using is “Adjusted EBITDA Less Stock-Based Compensation Expense Margin,” which is Adjusted EBITDA which is not adjusted for stock-based compensation expense divided by revenue. This means if stock-based compensation expense increases, the likelihood that the PSU targets are achieved decreases. 3 We have defined revenue as total company revenue. 4 We have defined Adjusted EBITDA for the purposes of these PSUs as the Company’s net income or loss excluding 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. This definition is not adjusted for stock-based compensation expense, so we also call it “Adjusted EBITDA Less Stock-Based Compensation Expense.” Adjusted EBITDA Less Stock-based Compensation Expense Margin is Adjusted EBITDA Less Stock-based Compensation Expense divided by Revenue, expressed as a percentage.
2024 EXECUTIVE COMPENSATION PROGRAM
| PSU Goals | PSUs will serve as the primary performance-based equity vehicle, ensuring that a larger portion of executive compensation is tied to the delivery of key growth and profitability goals. •These awards also incorporate back-weighted 3-year cliff vesting, further emphasizing a focus on sustained, long-term performance. •The use of Adjusted EBITDA Less Stock-Based Compensation Expense Margin as a metric for the 2025 PSUs directly ties executive compensation to the goal of limiting stock-based compensation expense. | | | Concurrently with the introduction of PSUs we discontinued the use of stock options for refresh grants, which supports our focus on lowering dilution and aligns with the market practice of our peer companies. •The HCCC continues to believe 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 ensure the interests of our executives remain closely aligned with those of our stockholders. |
2024 EXECUTIVE COMPENSATION PROGRAM
Performance metrics include both revenue3 and Adjusted EBITDA Less Stock-Based Compensation Expense Margin4. The definition of Adjusted EBITDA does not back out the impact of stock-based compensation expense, unlike the definition used in the cash incentive bonus plan. The PSUs granted in 2025 have targets for revenue and Adjusted EBITDA Less Stock-Based Compensation Expense Margin in an effort to drive long-term performance and stockholder value. Messrs. Bromberg, Yahes, Blum, and Ms. Gupta received awards of 2025 PSUs in target amounts of 106,609, 43,421, 75,000, and 50,000, respectively. The PSUs are subject to a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027, which is comprised of three one-year performance periods, each covering one third of the target number of PSUs granted. For each one-year performance period, the HCCC will establish performance goals relating to the Company’s revenue and Adjusted EBITDA Less Stock-Based Compensation Expense Margin, with 75% of the target PSUs subject to achievement of the revenue goals and 25% of the target PSUs subject to achievement of the Adjusted EBITDA Less Stock-Based Compensation Expense Margin goals. Each performance goal, as measured over the applicable one-year performance period, may be attained at a rate between 0% and 150% (the “Performance Attainment Factor”). The number of PSUs ultimately eligible to vest will be determined based on the average, during the three-year performance period, of the Performance Attainment Factors for each performance goal multiplied by the target number of PSUs allocated to such performance goal, but in no event in excess of 150% of the target PSUs granted.
2024 EXECUTIVE COMPENSATION PROGRAM
The PSUs will vest upon the HCCC’s final certification of the achievement of the performance goals following the completion of the three-year performance period, subject to the executive’s continued employment through such date. However, the vesting of the PSUs will be accelerated upon the executive’s Qualified Termination Event (as defined in the applicable Executive Severance Plan) within three months prior to or one year following a change in control of the Company, or upon the executive’s death, in an amount based on actual performance to the extent certified as of the change in control or death, as applicable, and otherwise at target. To facilitate a smooth transition, our NEO refresh equity awards in 2025 consist of 75% RSUs and 25% PSUs, balancing the transition from a four-year equal-increment vesting schedule to a three-year, 100% cliff vesting model for PSUs. Looking ahead, we intend to increase the weighting of PSUs in our overall executive compensation refresh program, targeting a 50% RSU / 50% PSU allocation to further drive alignment between executive rewards, company performance and stockholder value. Other Benefits Our NEOs 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 NEOs, 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 NEOs; however, in 2024, we paid $1,977 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 NEOs. 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 Internal Revenue Code of 1986, as amended (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.
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. Insider Trading, Anti-Hedging and Anti-Pledging Policy We are committed to compliance with applicable laws, rules and regulations around the trading of our stock. As part of this commitment, we 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 New York Stock Exchange. In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading. In addition, 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. A copy of our Insider Trading Policy, as amended, was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. 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 HCCC and, with respect to executive compensation, its independent compensation consultant, Semler Brossy. It was presented to the HCCC at its September 2024 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 $400,000 or 3,846 shares.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 compensation awarded to or paid to, or earned by, the NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation(4) ($) | Total ($) | | Matthew Bromberg President and Chief Executive Officer(5) | 2024 | 534,541 | 2,000,000 | 23,186,911 | 26,425,700 | — | — | 52,147,152 | | James M. Whitehurst Senior Advisor (Former Interim President and Chief Executive Officer) | 2024 | 478,655 | — | 5,029,011 | — | — | — | 5,507,666 | | | 2023 | 254,881 | — | 5,940,000 | — | — | — | 6,194,881 | | Mark Barrysmith Chief Accounting Officer (Former Interim Chief Financial Officer)(5) | 2024 | 391,980 | — | 5,591,189 | — | — | 10,167 | 5,993,336 | | Luis Visoso Former Executive Vice President and Chief Financial Officer | 2024 | 430,286 | — | 13,128,371 | — | — | 736,629 | 14,295,286 | | | 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 | | Alexander Blum Senior Vice President and Chief Operating Officer(5) | 2024 | 239,528 | — | 8,307,318 | 2,750,100 | — | — | 11,296,946 | | Anirma Gupta Senior Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 437,518 | — | 3,900,276 | — | — | 11,600 | 4,349,394 | | | 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 | | Felix Thé Senior Vice President, Product and Technology, Grow(5) | 2024 | 379,050 | — | 3,045,485 | — | — | 9,162 | 3,433,697 | | Tomer Bar-Zeev Former President, Grow Solutions | 2024 | 68,650 | — | 7,384,155 | 16,439,459 | — | 1,161,039 | 25,053,303 | | | 2023 | 827,700 | — | 5,594,297 | 2,999,493 | — | 222,354 | 9,643,844 | | Marc Whitten Former President, Create Solutions | 2024 | 248,101 | — | 1,723,416 | 1,105,096 | — | 824,726 | 3,901,339 | | | 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 |
SUMMARY COMPENSATION TABLE
1.Represents cash bonuses paid to certain NEOs as described in "Compensation Discussion and Analysis" above. 2.The amounts disclosed represent the aggregate grant date fair value of the RSUs, PVUs and stock options (including performance stock options, PSOs) 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, PVUs and stock options (including PSOs) 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, 2024, which was filed with the SEC on February 21, 2025. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting of the RSUs, PVUs or stock options (including PSOs), the exercise of the stock options, or the sale of any common stock acquired under such RSUs,
SUMMARY COMPENSATION TABLE
| | EXECUTIVE COMPENSATION |
SUMMARY COMPENSATION TABLE
PVUs or stock options. Since the PSOs granted to Messrs. Bromberg and Blum vest based on achievement of stock price hurdles, they are subject to market conditions and not performance conditions, as defined under ASC Topic 718, and therefore have no maximum grant date fair values that differ from the grant date fair values reported in this column. For Mr. Visoso, the entire amount of this award was forfeited upon Mr. Visoso’s termination as an employee. For Mr. Bar-Zeev, the value in these columns for 2024 represents (i) $16,439,459 amount of incremental stock-based compensation expense the Company recognized in connection with the acceleration of his stock option awards and (ii) $7,384,155 amount of incremental stock-based compensation expense the Company recognized in connection with the acceleration of his RSU awards, each as described under “Mutual Separation Agreement with Tomer Bar-Zeev” 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. For Mr. Whitten, the value in these columns represent (i) $1,723,416 amount of incremental stock-based compensation expense the Company recognized in connection with the continuation of the vesting of his RSU awards and (ii) $1,105,096 amount of incremental stock-based compensation expense the Company recognized in connection with the modification of his stock option awards, each as described under “Resignation and Transition Agreement with Marc Whitten.” 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. 3.Represents cash bonuses paid under our Cash Incentive Bonus Plan as described in "Compensation Discussion and Analysis" above. As a result of not achieving the Adjusted EBITDA gate under our Cash Incentive Bonus Plan, there was no payout under the Cash Incentive Bonus Plan for any of our Named Executive Officers in 2024, reflecting continued accountability for our 2024 financial performance. 4.The amounts reported in All Other Compensation for 2024 for Messrs. Barrysmith and Thé, and Ms. Gupta consist of amounts contributed to 401(k) employer contributions. For Mr. Visoso, such amounts consist of (i) $375,000, which is equivalent to twenty-six weeks of his base salary; (ii) $340,137, which is equivalent to his annual target bonus for 2024, pro rated to the Visoso Transition Date (defined below); (iii) $9,892, which represents a payment equal to the equivalent of six months payment for health care continuation costs, each as described below under “Mutual Separation Agreement with Luis Visoso,” and (iv) $11,600 in 401(k) employer contributions. For Mr. Whitten, such amounts consist of (i) $200,000, which is equal to twenty-six weeks of his base salary, (ii) $400,000, which is equal to 100% of his target bonus for 2024 under the cash incentive bonus plan, (iii) $200,000, for supporting the leadership transition, (iv) $14,801, which is equivalent to six months payment for health care continuation costs, each as described below under “Resignation and Transition Agreement with Marc Whitten,” and (v) $9,924 in 401(k) employer contributions. For Mr. Bar-Zeev, amounts reported for 2024 consist of (i) contributions to 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 $8,366, (ii) a tax gross up payment of approximately $1,977 in connection with certain car payments made for Mr. Bar-Zeev (iii) $553,910 lump sum cash payment for his 2023 bonus, paid out in connection with his departure in 2024, (iv) $343,250 lump sum cash payment as a separation bonus in connection with his departure in 2024 and (v) $253,536 which is the ASC 718 value of the RSU award he received under our Non-Employee Director Compensation Policy described below the (“Bar-Zeev Director RSUs”). Such amount reflects the grant date fair value of the RSU Award, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him. The assumptions used in calculating the grant date fair value of the Bar-Zeev Director RSUs are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 21, 2025. In addition, in 2024, family members and guests of Mr. Bromberg occasionally accompanied him on business travel on the Company’s jet subscription service at no or de minimis incremental cost to us. We no longer have any such subscription. 5.Messrs. Bromberg and Blum joined Unity in 2024. Messrs. Barrysmith and Thé were not NEOs in 2022 or 2023.
SUMMARY COMPENSATION TABLE
| | EXECUTIVE COMPENSATION |
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024 The following table shows for the year ended December 31, 2024, certain information regarding grants of plan-based awards to the NEOs.
GRANTS OF PLAN-BASED AWARDS IN 2024
| Name and Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Future Payouts Under Equity Incentive Plan Awards(1) | | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlyin g Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Matthew Bromberg | | | | | | | | | | | | | Initial PSO(3) | 5/15/24 | — | — | — | 250,000 | 1,000,000 | 1,000,000 | — | — | 22.38 | 11,935,000 | | Initial Option | 5/15/24 | — | — | — | — | — | — | — | 1,000,000 | 22.38 | 14,490,700 | | Initial RSU | 5/15/24 | — | — | — | — | — | — | 1,036,055 | — | — | 23,186,911 | | Cash Bonus | | 402,356 | 536,475 | 804,713 | — | — | — | — | — | — | — | | James M. Whitehurst | | | | | | | | | | | | | Role Change RSU | 5/15/24 | — | — | — | — | — | — | 207,211 | — | — | 5,029,011 | | Mark Barrysmith | | | | | | | | | | | | | Refresh RSU | 2/5/24 | — | — | — | — | — | — | 10,000 | — | — | 314,600 | | Refresh RSU | 7/3/24 | — | — | — | — | — | — | 72,604 | — | — | 1,142,061 | | PSU | 8/19/24 | — | — | — | — | 62,578 | 62,578 | | — | — | 995,616 | | Role Change RSU | 8/19/24 | — | — | — | — | — | — | 187,734 | — | — | 3,138,912 | | Cash Bonus | | 178,414 | 237,885 | 356,828 | — | — | — | — | — | — | — | | Luis Visoso | | | | | | | | | | | | | Retention RSU(4) | 4/30/24 | — | — | — | — | — | — | 540,930 | — | — | 13,128,371 | | Cash Bonus | | 475,717 | 634,290 | 951,434 | — | — | — | — | — | — | — | | Alexander Blum | | | | | | | | | | | | | Initial PSO(3) | 7/8/24 | — | — | — | 170,000 | 340,000 | 340,000 | — | — | 16.15 | 2,210,000 | | Initial RSU | 7/8/24 | — | — | — | — | — | — | 437,572 | — | — | 7,066,788 | | Promotion RSU | 11/1/24 | — | — | — | — | — | — | 59,555 | — | | 1,240,531 | | Promotion Option | 11/1/24 | — | — | — | — | — | — | | 39,703 | 20.83 | 540,100 | | Cash Bonus | | 129,444 | 172,592 | 258,888 | — | — | — | — | — | — | — | | Anirma Gupta | | | | | | | | | | | | | Refresh RSU | 7/3/24 | — | — | — | — | — | | 48,402 | — | — | 761,363 |
GRANTS OF PLAN-BASED AWARDS IN 2024
| | EXECUTIVE COMPENSATION |
GRANTS OF PLAN-BASED AWARDS IN 2024
| Name and Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Future Payouts Under Equity Incentive Plan Awards(1) | | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlyin g Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Retention RSU | 8/19/24 | — | — | — | — | — | — | 187,734 | — | — | 3,138,912 | | Cash Bonus | | 244,857 | 326,475 | 489,713 | — | — | — | — | — | — | — | | Felix Thé | | | | | | | | | | | | | Annual RSU | 7/3/24 | — | — | — | — | — | — | 193,610 | — | — | 3,045,485 | | Cash Bonus | | 176,705 | 235,607 | 353,410 | — | — | — | — | — | — | — | | Tomer Bar-Zeev | | | | | | | | | | | | | Modified Option | 11/7/22 | — | — | — | — | — | — | — | — | — | 12,253,416 | | Modified Option | 11/27/23 | — | — | — | — | — | — | — | — | — | 4,186,043 | | Modified RSU | 11/27/23 | — | — | — | — | — | — | — | — | — | 7,384,155 | | Marc Whitten | | | | | | | | | | | | | Cash Bonus | | 300,000 | 400,000 | 600,000 | — | — | — | — | — | — | — | | Modified Option | | — | — | — | — | — | — | — | — | — | 1,105,096 | | Modified RSU | | — | — | — | — | — | — | — | — | — | 1,723,416 |
GRANTS OF PLAN-BASED AWARDS IN 2024
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, 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 2024, 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 Adjusted EBITDA gate had been met and the Strategic Revenue target was achieved at minimum, “Target” represents such amounts if the Adjusted EBITDA gate had been met and Strategic Revenue at 100% per the attainment matrix described above, and the maximum annual cash bonuses opportunities set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Maximum” column represent 150% of the target cash bonus opportunities. With respect to Mr. Bar-Zeev, the target was eight months of base salary (or 67%) with a maximum of twelve months of base salary (or 100%), per his employment agreement. The dollar value of the actual bonus award earned for 2024 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 2024. For a description of the Cash Incentive Bonus Plan, see “Compensation Discussion and Analysis—2024 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, 2024 under our 2020 Plan computed in accordance with ASC 718, or (b) in the case of Messrs. Bar-Zeev and Whitten, the incremental stock-based compensation expense the Company recognized in connection with the modification of their respective equity awards pursuant to the terms of each of their respective transition agreements, described below. For Mr. Bar-Zeev, the value in this column represents (i) incremental stock-based compensation expense the Company recognized in connection with the acceleration of his equity awards, (ii) the extension of the post-termination exercise period of his stock option awards, discussed below, and (iii) the Bar-Zeev Director RSUs; 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. For Mr. Whitten, the value in this column represents incremental stock-based compensation expense the Company recognized in connection with the continued vesting of his equity 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. 3.The amounts reporting in this row set forth the minimum, target and maximum number of shares that may vest subject to stock price requirement and the time- based service requirement as further described above under “—Long-Term Incentive (at-risk equity)—Performance Stock Options”.
GRANTS OF PLAN-BASED AWARDS IN 2024
| | EXECUTIVE COMPENSATION |
GRANTS OF PLAN-BASED AWARDS IN 2024
4.The entire amount of this award was forfeited upon Mr. Visoso’s termination as an employee.
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The following table shows for the year ended December 31, 2024, certain information regarding outstanding equity awards at year end for the Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| Name | Grant Date | Vesting Commence ment 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 Unexercisab le (#) | Number of securities underlying unexercise d unearned options (#) | 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) ($) | | Matthew Bromberg | 5/15/2024(4) | 5/15/2024 | 1,000,000 | — | 1,000,000 | — | $22.38 | 5/15/2034 | — | — | | | 5/15/2024(5) | 5/15/2024 | 1,000,000 | — | — | 1,000,000 | $22.38 | 5/15/2034 | — | — | | | 5/15/2024(6) | 5/15/2024 | — | — | — | — | — | — | 1,036,055 | 23,280,156 | | James M. Whitehurst | 5/15/2024(7) | 5/15/2024 | — | — | — | — | — | — | 207,211 | 4,656,031 | | Mark Barrysmith | 6/1/2022(8) | 5/24/2022 | 113,081 | 73,030 | 40,051 | | $38.47 | 6/1/2032 | — | — | | | 6/1/2022(6) | 5/24/2022 | 113,081 | — | — | — | — | — | 42,406 | 952,863 | | | 11/27/2023(9) | 5/25/2023 | 49,718 | — | — | — | — | — | 37,289 | 837,884 | | | 2/5/2024(10) | 2/25/2024 | 10,000 | — | — | — | — | — | 8,125 | 182,569 | | | 7/3/2024(11) | 7/1/2024 | 72,604 | — | — | — | — | — | 72,604 | 1,631,412 | | | 8/19/2024(10) | 8/19/2024 | 187,734 | — | — | — | — | — | 176,001 | 3,954,742 | | | 8/19/2024(12) | 8/9/2024 | 62,578 | — | — | — | — | — | 58,667 | 1,318,247 | | Alexander Blum | 7/8/2024(13) | 7/8/2024 | 340,000 | — | — | 340,000 | $16.15 | 7/8/2034 | — | — | | | 7/8/2024(6) | 7/8/2024 | 437,572 | — | — | — | — | — | 437,572 | 9,832,243 | | | 11/1/2024(10) | 11/1/2024 | 59,555 | — | — | — | — | — | 59,555 | 1,338,201 | | | 11/1/2024(14) | 11/1/2024 | 39,703 | 827 | 38,876 | — | $20.83 | 11/1/2034 | — | — | | Anirma Gupta | 11/23/2022(8) | 11/23/2022 | 342,257 | 178,257 | 164,000 | — | $36.17 | 11/23/2032 | — | — | | | 11/23/2022(6) | 11/23/2022 | 342,257 | — | — | — | — | — | 171,129 | 3,845,269 | | | 11/27/2023(9) | 11/22/2023 | 66,291 | 16,572 | 49,719 | — | $28.13 | 11/27/2033 | — | — | | | 11/27/2023(9) | 11/22/2023 | 99,436 | — | — | — | — | — | 74,577 | 1,675,745 | | | 7/3/2024(15) | 5/25/2024 | 48,402 | — | — | — | — | — | 48,402 | 1,087,593 | | | 8/19/2024(11) | 2/25/2024 | 187,734 | — | — | — | — | — | 187,734 | 4,218,383 | | Felix Thé | 3/13/2019(17) | N/A | 6,769 | 2,838 | — | — | $8.95 | 3/12/2029 | — | — | | | 11/18/2019(17) | N/A | 21,396 | 17,544 | — | — | $15.26 | 11/17/2029 | — | — | | | 3/6/2020(17) | N/A | 18,750 | 18,750 | — | — | $17.67 | 3/5/2030 | — | — | | | 3/2/2021(17) | 3/2/2021 | 11,307 | 11,307 | — | — | $108.10 | 3/2/2031 | — | — | | | 12/2/2021(14) | 10/18/2021 | 4,500 | 3,562 | 938 | — | $152.34 | 12/2/2031 | — | — | | | 12/2/2021(10) | 11/25/2021 | 4,500 | — | — | — | — | — | 1,125 | 25,279 | | | 3/4/2022(14) | 3/4/2022 | 28,974 | 21,730 | 7,244 | — | $89.01 | 3/4/2032 | — | — | | | 3/4/2022(10) | 3/4/2022 | 28,974 | — | — | — | — | — | 7,244 | 162,773 | | | 10/20/2022(10) | 8/1/2022 | 87,989 | — | — | — | — | — | 38,496 | 865,005 | | | 3/7/2023(14) | 3/7/2023 | 34,532 | 15,107 | 19,425 | — | $29.33 | 3/7/2033 | — | — | | | 3/7/2023(10) | 3/7/2023 | 34,532 | — | — | — | — | — | 19,425 | 436,480 | | | 10/17/2023(9) | 10/1/2023 | 67,500 | — | — | — | — | — | 50,625 | 1,137,544 | | | 12/5/2023(10) | 11/22/2023 | 67,911 | — | — | — | — | — | 50,934 | 1,144,487 | | | 7/3/2024(10) | 7/1/2024 | 193,610 | — | — | — | — | — | 193,610 | 4,350,417 |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| | EXECUTIVE COMPENSATION |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| Tomer Bar- Zeev | 11/7/2022(17) | N/A | 761,028 | 761,028 | — | — | $28.79 | 1/16/2031 | — | — | | | 11/7/2022(17) | N/A | 54,359 | 54,359 | — | — | $22.32 | 7/7/2032 | — | — | | | 11/27/2023(9) | 11/22/2023 | 165,727 | 165,727 | — | — | $28.13 | 11/27/2033 | — | — | | | 7/12/2024(16) | 7/12/2024 | 14,818 | — | — | — | — | — | 14,818 | 332,960 | | Marc Whitten | 3/2/2021(8) | 2/22/2021 | 100,000 | 83,332 | — | — | $108.10 | 3/2/2031 | — | — | | | 3/4/2022(9) | 3/4/2022 | 57,949 | 28,974 | — | — | $89.01 | 3/4/2032 | — | — | | | 11/27/2023(9) | 11/22/2023 | 125,474 | 33,145 | — | — | $28.13 | 11/27/2033 | — | — |
OUTSTANDING EQUITY AWARDS AT 2024 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 2020 Plan, the 2013 ironSource Plan or the 2021 ironSource 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. 3.Calculated using $22.47, which was the closing price of our common stock on December 31, 2024. 4.The total shares subject to this award vest over a period of four years, with 25% of the total shares subject to the award vesting on the one-year anniversary of the vesting commencement date and an additional 6.25% of the total shares subject to the award vest quarterly thereafter, subject to continued service through each vesting date. 5.Represents the number of shares eligible to vest with respect to the PSOs 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 PSOs 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 “—Long-Term Incentive (at-risk equity)—Performance Stock Options”. 6.The total shares subject to this award shall vest over a period of four years with 25% of the total shares subject to the award vesting on the first Quarterly Installment Date that occurs at least one year after the vesting commencement date and 6.25% of the total shares subject to the award vest upon each subsequent Quarterly Installment Date thereafter, subject to continued service through each vesting date. The “Quarterly Installment Dates” are each of February 25th, May 25th, August 25th and November 25th of a given calendar year. 7.100% of total shares subject to this award shall vest on the first Quarterly Installment Date that occurs at least 1 year after the vesting commencement date, subject to continued service through each vesting date. 8.The total shares subject to this award vest over a period of four years, with 25% of the total shares subject to the award vesting on the one-year anniversary of the vesting commencement date and an additional 1/48th of the total shares subject to the award vesting each month thereafter, subject to continued service through each vesting date. 9.The total shares subject to this award shall vest over a period of four years with 25% of the total shares subject to the award vesting each year beginning on May 25, 2024, subject to continued service through each vesting date. Award subject to acceleration upon death. 10.The total shares subject to this award shall vest over a period of four years with 6.25% of the total shares subject to the award vesting on the first Quarterly Installment Date that occurs at least 1 month after the vesting commencement date and 6.25% of the total shares subject to the award vest upon each subsequent Quarterly Installment Date thereafter, subject to continued service through each vesting date. 11.The total shares subject to this award shall vest over a period of four years with 25% of the total shares subject to the award vesting each year beginning on February 25, 2025, subject to continued service through each vesting date. 12.Represents the number of PVUs that will vest based on the achievement of the stock price hurdles as further described above under “—Long-Term Incentive (at-risk equity)—Price-Vesting Restricted Stock Units (PVUs).” The total shares subject to this award shall vest over a period of four years in equal quarterly installments beginning on August 9, 2024, subject to continued service through each vesting date. 13.Represents the number of shares eligible to vest with respect to the PSOs 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 PSOs 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 “—Long-Term Incentive (at-risk equity)—Performance Stock Options”. 14.The total shares subject to this award will vest over a period of four years with 1/48th of the total shares vesting on the one-month anniversary of the vesting commencement date and 1/48 of the total shares subject to the award vesting monthly thereafter, subject to continued service through each vesting date. Award subject to acceleration upon death. 15.The total shares subject to this award will vest 100% on May 25, 2025, subject to continued service through such vesting date. 16.The total shares subject to this award vest 100% on the earlier of the one year anniversary of the date of grant or the Company’s 2025 Annual Meeting of stockholders, subject to continued service through such vesting date. 17.Fully vested.
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| | EXECUTIVE COMPENSATION |
OPTIONS EXERCISED AND STOCK VESTED IN 2024
OPTIONS EXERCISED AND STOCK VESTED IN 2024 The following table shows for the year ended December 31, 2024, certain information regarding stock vested for the NEOs. The Company did not have any option exercises during the year ended December 31, 2024.
OPTIONS EXERCISED AND STOCK VESTED IN 2024
| | 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) | | Matthew Bromberg | — | — | — | — | | James M. Whitehurst | — | — | 200,000 | 5,066,000 | | Mark Barrysmith | — | — | 58,218 | 1,297,928 | | Luis Visoso | — | — | 116,220 | 2,649,025 | | Alexander Blum | — | — | — | — | | Anirma Gupta | — | — | 110,423 | 2,451,734 | | Felix Thé | — | — | 77,373 | 1,725,918 | | Tomer Bar-Zeev | — | — | 485,823 | 8,454,648 | | Marc Whitten | — | — | 109,970 | 2,490,712 |
OPTIONS EXERCISED AND STOCK VESTED IN 2024
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.
PENSION BENEFITS
PENSION BENEFITS Other than with respect to our 401(k) plan, our U.S. employees, including our U.S.-based NEOs, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION During 2024, our U.S. employees, including our NEOs, 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.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As of December 31, 2024, each of our then-serving NEOs, other than Mr. Whitehurst 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.” Mr. Whitehurst was eligible for severance benefits pursuant to his Role Change Letter as described above under “Agreements with Our Named Executive Officers—Agreements with James M. Whitehurst.” In addition, each of our NEOs 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 NEOs serving as of the end of the year ending December 31, 2024. For a description of the amounts actually paid to Messrs. Visoso, Bar-Zeev and Whitten 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, 2024 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.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | EXECUTIVE COMPENSATION |
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 or Disability, as applicable ($)(2) | | Name | Cash Severance ($)(3) | Employer Paid Contributions to Health Insurance ($)(4) | Equity Acceleration ($)(5) | Total ($) | Cash Severance ($)(3) | Employer Paid Contributions to Health Insurance ($)(4) | Equity Acceleratio n ($)(5) | Total ($) | Equity Acceleration ($)(2) | | Matthew Bromberg | 1,700,000 | 32,733 | 23,460,156 | 25,192,889 | 1,700,000 | 32,733 | 5,853,789 | 7,586,522 | 11,673,828 | | James M. Whitehurst | — | — | 4,656,031 | 4,656,031 | — | — | 4,656,031 | 4,656,031 | 4,656,031 | | Mark Barrysmith | — | — | 5,097,982 | 5,097,982 | — | — | — | — | 8,877,717 | | Alexander Blum | — | — | — | — | — | — | — | — | 5,617,100 | | Anirma Gupta | 857,500 | 26,596 | 10,826,990 | 11,711,086 | 612,500 | 13,298 | — | 625,798 | 10,826,990 | | Felix Thé | 680,000 | 26,921 | 8,121,984 | 8,828,905 | 467,500 | 13,460 | — | 480,960 | 8,121,984 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
1.Mr. Whitehurst is entitled to full acceleration of his 2024 RSU award upon a termination other than for Cause (as defined in the Whitehurst Role Change Agreement). Amounts reflected in this table assume that awards are assumed, continued, or substituted for in the event of a change in control. For the other NEOs, a “Qualified Termination Event” is generally a termination other than for Cause (as defined in the relevant severance plan), death or disability, or a resignation for Good Reason (as defined in the relevant severance plan). 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 NEO’s severance benefits listed above. For Messrs. Bromberg, Blum, and Thé and Ms. Gupta, 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. Mr. Blum was not entitled to any severance benefits at year end, aside from a termination due to death or disability, because he had not yet been employed for one year. 2.Represents full acceleration of all unvested time-based equity awards upon death of a NEO 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 NEOs under the 2020 Stock Plan, 2019 Stock Plan or 2009 Stock Plan, as applicable, in the event of termination due to death, except with respect to Mr. Bromberg’s option awards. With respect to Mr. Bromberg’s time-based options, he receives 12 months of acceleration in the event of death or disability, and with respect to Mr. Bromberg’s PSO, any shares belonging to a vesting tranche for which the applicable stock price hurdle was achieved prior to the termination date due to death or disability, in each case, with respect to which Mr. Bromberg would have satisfied the applicable continued service requirement had he remained in Continuous Service for 12 months following the termination date, will vest and become exercisable as of such termination date. Per ASC 718, the value of accelerated stock options is the aggregate spread between $22.47, the closing price of our common stock on December 31, 2024, and the exercise prices of the accelerated stock options, if less than $22.47, and the value of accelerated RSU awards is calculated by multiplying the number of shares subject to acceleration by $22.47. The amount reported in this column does not include any value with respect to the acceleration of outstanding PSOs, for which the applicable vesting conditions would not have been satisfied assuming a termination due to death as of December 31, 2024. Upon the termination of a NEO’s service due to his or her death, with respect to any PSO 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 NEO who has provided service to the Company for 1 year, or at 50% for a NEO who has provided service to the Company for less than 1 year, pursuant to the terms of the PSO Agreements under the 2020 Plan. All other PSOs will be forfeited. 3.Represents (i) 12 months of base salary and 100% of the participant’s annual target bonus in effect immediately prior to termination in connection with a Change in Control; and 6 months of base salary and the participant’s annual target bonus in effect immediately prior to termination, prorated for the days of service provided in the year of termination for Ms. Gupta and Mr. Thé, (ii) 12 months of base salary and 100% of his annual bonus target in effect immediately prior to the termination in either scenario for Mr. Bromberg and (iii) noting in either scenario for Messrs. Barrysmith and Whitehurst. 4.Represents (i) 12 months of employer-paid contributions to health insurance in a Change in Control, and 6 months absent a Change in Control, for Ms. Gupta and Mr. Thé, (ii) 12 months in either scenario for Mr. Bromberg, and (iii) nothing in either scenario for Messrs. Barrysmith and Whitehurst. 5.Represents (i) accelerated vesting of 100% of the then-outstanding equity awards in connection with a Change in Control and no acceleration absent a Change in Control for Ms. Gupta and Mr. Thé, (ii) 50% of the then-outstanding equity awards in connection with a Change in Control and no acceleration absent a Change in Control for Mr. Barrysmith, and (iii) accelerated vesting of 100% of the then-outstanding equity awards in connection with a Change in Control, absent a Change in Control, 12 months accelerated vesting of the then-outstanding time-based awards and no acceleration for the PSOs for which the performance conditions had not yet been met for Mr. Bromberg. Per SEC rules, the value of accelerated stock options (including PSOs) is the aggregate spread between $22.47, the closing price of our common stock on December 31, 2024, and the exercise prices of the accelerated stock options, if less than $22.47, and the value of accelerated RSU awards is calculated by multiplying the number of shares subject to acceleration by $22.47. The amount reported in this column does
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | EXECUTIVE COMPENSATION |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
include any value with respect to the acceleration of outstanding PSOs, 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 31, 2024 (and a per-share transaction price of $22.47). CEO Pay Ratio James Whitehurst served as the Company’s Interim President and CEO from October 2023 until May 2024, at which time Matthew Bromberg was appointed President and CEO, positions he held on December 31, 2024, and continues to hold. As permitted by Item 402(u) of Regulation S-K, to calculate the required ration, the Company elected to use the combined fiscal year 2024 annual total compensation of our two NEOs who served as CEO during 2024 (our former Interim President and CEO, Mr. Whitehurst, and our current President and CEO, Mr. Bromberg), which totaled $52,562,201 as set forth in the Summary Compensation Table, excluding the salary and RSU award additionally paid to Mr. Whitehurst for his service as Senior Advisor and Executive Chair in 2024. The 2024 annual total compensation of our median compensated employee totaled $130,532. This resulted in a ratio of 403 to 1. 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. The actual compensation of the original median employee identified through this process differed significantly from their target compensation due to the nature of the employee’s commission-based compensation, and therefore would have resulted in a significant change to the pay ratio disclosure. For this reason, we instead used an employee whose actual compensation was substantially similar to the target compensation of the original median employee without commission-based compensation. Once we identified the median compensated employee, total cash and equity compensation was calculated using the Summary Compensation Table rules. We looked at our population as of calendar year end, December 31, 2024. This included all of our employees, except both CEOs, 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 31, 2024. The final population included 4,613 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. Equity Award Grant Practices From time to time, the Company grants stock options to certain senior-level employees, including NEOs. Historically, the Company has granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants, if any, in the first quarter of each year, which refresh grants are typically approved at a regularly scheduled meeting of the HCCC. Non-employee directors do not receive option grants. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The HCCC generally does not take material nonpublic information into account when determining the timing and terms of equity awards, and Unity has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In connection with the promotion of Mr. Blum to Senior Vice President, Chief Operating Officer, the HCCC approved equity awards on October 25, 2024, with such awards to be effective as of the date Mr. Blum began in his new role, November 1, 2024. We subsequently announced the appointment of our new Senior Vice President, Chief Financial Officer and announced our quarterly financial results four business days later. Consistent with our typical practice, the number of shares underlying the award was determined by dividing the target dollar value of the award by the closing price of our common stock for the 60 trading days preceding the date of the HCCC action to control for volatility in our stock.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | EXECUTIVE COMPENSATION |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Grant Date | Number of securities underlying the award | Exercise Price of the award ($/sh) | Grant date fair value of the award(1) ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of the material non- public information (“MNPI”) and the trading day beginning immediately following the disclosure of the MNPI | | Alexander Blum | 11/1/2024 | 39,703 | 20.83 | 540,100 | (5.4)% |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
1.The amount disclosed represents the aggregate grant date fair value of the stock options granted during 2024 under our 2020 Plan, computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the table 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, 2024, which was filed with the SEC on February 21, 2025. This amount does not reflect the actual economic value that will be realized upon the vesting of the stock options, the exercise of the stock options, or the sale of any common stock acquired under such stock options. In addition, eligible employees, including our named executive officers, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally the last trading day in August and February.
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 “compensation actually paid” to our NEOs and certain financial performance of the Company. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in “Compensation Discussion and Analysis” above. 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 and Analysis” above.
PAY VERSUS PERFORMANCE
| Pay vs. Performance Disclosure(1) | | | | | | | | | | | | | | | Summary Compensation Table Total for PEO(2) ($) | | | Compensation Actually Paid for PEO(3) ($) | | | | | Value of Fixed $100 Investment Based On: | | (in thousands) | | | Year | Riccitiello | Whitehurst | Bromberg | Riccitiello | Whitehurst | Bromberg | Average Summary Compens ation Table Total for Non-PEO NEOs(4) ($) | Average Compensati on Actually Paid for Non-PEO NEOs(5) ($) | Unity TSR(6) ($) | S&P 500 Tech(7) ($) | Unity Net Income (Loss)(8) ($) | Unity Strategic Revenue (9) ($) | | (a) | (b) | | | (c) | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | 5,507,666 | 52,147,152 | — | 2,022,686 | 53,028,703 | 9,758,994 | (10,681,297) | 33 | 235 | (664,287) | 1,723,409 | | 2023 | 27,130,731 | 6,194,881 | — | 13,547,993 | 8,432,881 | — | 9,064,060 | 18,648,904 | 60 | 173 | (826,322) | 1,733,288 | | 2022 | 11,805,430 | — | — | (213,136,090) | — | — | 21,787,435 | (3,571,284) | 42 | 111 | (919,488) | 1,391,034 | | 2021 | 12,501,471 | — | — | (17,400,715) | — | — | 17,015,624 | 10,716,783 | 209 | 156 | (532,607) | 1,110,526 | | 2020 | 22,001,733 | — | — | 682,364,174 | — | — | 4,309,810 | 90,477,822 | 225 | 117 | (282,308) | 772,445 |
PAY VERSUS PERFORMANCE
*Total Shareholder Return is shown as “TSR” in the table above.
PAY VERSUS PERFORMANCE
| | EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE
1.John Riccitiello served as our principal executive officer (“PEO”) from 2020 until October 2023. James Whitehurst served as our PEO from October 2023 to May 2024. Matthew Bromberg has served as our PEO since May 2024. Our PEO(s) and our non-PEO NEOs for each of the applicable years were as follows:
PAY VERSUS PERFORMANCE
| Year | PEO | Non-PEO NEOs | | 2024 | James Whitehurst; Matthew Bromberg | Mark Barrysmith, Luis Visoso, Alexander Blum, Anirma Gupta, Felix Thé, Tomer Bar-Zeev, and Marc Whitten | | 2023 | John Riccitiello; James Whitehurst | Luis Visoso, Carol Carpenter, Anirma Gupta, Clive Downie, Tomer Bar-Zeev, and Marc Whitten | | 2022 | John Riccitiello | Luis Visoso, Carol Carpenter, Anirma Gupta, and Marc Whitten | | 2021 | John Riccitiello | Luis Visoso, Kimberly Jabal, Marc Whitten, Ingrid Lestiyo, Ralph Hauwert, and Clive Downie | | 2020 | John Riccitiello | Ralph Hauwert and Ingrid Lestiyo |
PAY VERSUS PERFORMANCE
2. Represents the amount reported for our PEO(s) in the “Total” column of the Summary Compensation Table for each applicable year. Refer to “Executive Compensation—Summary Compensation Table.” 3. Represents the CAP to Mr. Riccitiello, Mr. Whitehurst, and Mr. Bromberg, respectively, for each applicable year, 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, Mr. Whitehurst or Mr. Bromberg. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Whitehurst’s and Mr. Bromberg’s total compensation for 2024 to determine the CAP.
PAY VERSUS PERFORMANCE
| PEO "CAP" Calculation Detail | | | | | Whitehurst | Bromberg | | | 2024 | 2024 | | SCT Total Compensation | $5,507,666 | $52,147,152 | | Aggregate SCT Reported Equity Compensation (-)(a) | ($5,029,011) | ($49,612,611) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+)(b) | $4,656,031 | $50,494,162 | | Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-)(b) | $— | $— | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)(b) | $— | $— | | Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-)(b)(iv) | ($3,112,000) | $— | | CAP | $2,022,686 | $53,028,703 |
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 2024. b.The valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant. 4.Represents the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) (“Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table for each applicable year.
PAY VERSUS PERFORMANCE
| | EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE
5. Represents the average CAP to the Non-PEO NEOs as a group for each applicable year, 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 Non-PEO NEOs as a group during the applicable year. The following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2024 to determine the CAP, using the same methodology described above in Note 3:
PAY VERSUS PERFORMANCE
| Average Non-PEO NEOs CAP Calculation Detail | | | | 2024 | | SCT Total Compensation | $9,758,994 | | Aggregate SCT Reported Equity Compensation (-) | ($9,053,552) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $4,737,033 | | Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | ($1,844,333) | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $60,788 | | Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | ($3,810,572) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | ($10,529,655) | | Value of Dividends Paid not Otherwise Reflected in Fair Value Determination or Total Compensation (+) | $0 | | CAP | ($10,681,297) |
PAY VERSUS PERFORMANCE
6.Cumulative total shareholder return (“TSR”) 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 TSR, 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 Tech 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. Strategic Revenue was our Company-selected measure for 2024 and represents revenue only from our strategic portfolio, excluding revenue from business lines that we discontinued as part of our portfolio reset in 2023. Strategic Revenue is not available for 2020, 2021 and 2022 and therefore there are no dollar amounts reported for Strategic Revenue for these years. For purposes of comparison, we have elected to show Unity’s total company revenue for those periods. The CAP vs. Revenue chart below presents the revenue for 2020, 2021, and 2022 as reflected in the Company’s audited financial statements and Strategic Revenue for 2023 and 2024. Relationship Disclosures Our Human Capital and Compensation Committee reviews a variety of Company-wide and individual factors to link executive CAP with Company and executive performance. To promote strong pay-for-performance orientation when setting executive pay levels, the HCCC considers the Company's absolute and relative TSR, 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 TSR relative to peer comparators, as well as CAP relative to the Company’s TSR, net income (loss), and revenue over the last five completed fiscal years, and CAP relative to the Company’s Strategic Revenue for 2023-2024. Note that the HCCC assesses target compensation and potentially realizable compensation in addition to CAP to maintain a holistic understanding of executive total compensation packages.
PAY VERSUS PERFORMANCE
| | EXECUTIVE COMPENSATION |
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: •Adjusted EBITDA; •Strategic Revenue; and •Stock Price. See the “Compensation Discussion and Analysis” above and published in our historical proxy statements for additional detail on executive compensation actions. The compensation value ultimately realized by our NEOs 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.
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
| | EXECUTIVE COMPENSATION |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows for the year ended December 31, 2024, certain information with respect to the compensation of all non-employee directors of the Company. Messrs. Bromberg and Whitehurst were employees and did not receive any additional compensation for service on our Board. Mr. Bar-Zeev received compensation for his service on Board once his employment with the Company ended. Mr. Bar Zeev’s compensation for his services as a director in 2024 is reflected in the “Summary Compensation Table” above.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Fees Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Roelof Botha | — | 319,985 | 319,985 | | Mary Schmidt Campbell, Ph.D. | 125,000 | 184,992 | 309,992 | | Robynne Daly | 125,000 | 184,992 | 309,992 | | Shlomo Dovrat | — | 294,985 | 294,985 | | Egon Durban(3) | — | 284,989 | 284,989 | | David Helgason | 100,000 | 184,992 | 284,992 | | David Kostman | — | 294,985 | 294,985 | | Michelle Lee | 110,000 | 184,992 | 294,992 | | Barry Schuler | — | 309,988 | 309,988 | | Keisha Smith | 60,000 | 234,990 | 294,990 |
NON-EMPLOYEE DIRECTOR COMPENSATION
1.The amounts disclosed represent cash amounts received as a result of any Cash Election (defined below). Such amounts vest on the earlier of our 2025 Annual Meeting or June 5, 2025, awarded pursuant to our Non-Employee Director Compensation Policy described below to our non-employee directors. 2.The amounts disclosed represent the aggregate grant date fair value of the RSUs granted to our non-employee directors during 2024 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, 2024, which was filed with the SEC on February 21, 2025. 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.Mr. Durban is required to remit the proceeds of any sales of such shares to Silver Lake. 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, 2024 was as follows:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Number of Shares Subject to Outstanding Options | Number of Shares Subject to Outstanding RSUs | | Roelof Botha | — | 18,150 | | Mary Schmidt Campbell, Ph.D. | — | 10,493 | | Robynne Daly | 29,753 | 10,493 | | Shlomo Dovrat | — | 22,113 | | Egon Durban | — | 16,165 | | David Helgason | — | 10,493 | | David Kostman | 51,192 | 22,113 | | Michelle Lee | — | 10,847 | | Barry Schuler | — | 17,583 | | Keisha Smith | — | 13,329 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| | EXECUTIVE COMPENSATION |
NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy We annually review our corporate governance policies, including our non-employee director compensation policy (the “Director Compensation Policy”). In September 2023 and April 2024, in consultation with our compensation consultant, Semler Brossy we amended and restated the Director Compensation Policy, which became effective immediately and was 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, and clarify the distinction between compensation for a Chair and Lead Independent Director. Pursuant to this policy, non-employee directors were eligible to receive the compensation described below. Annual Grant At the close of business on the date of our 2024 annual meeting of stockholders, each non-employee director was 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 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. 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) minus such non-employee director’s 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, rounded down to the nearest whole share. 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:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Committee Chair: | $25,000 | | Committee Member: | $10,000 | | Lead Independent Director: | $25,000 | | Chair: | $60,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
Cash Election Prior to the first day of the calendar year in which the Retainer Grant and Annual Grant are to be made (or, if later, in the case of a New Director, prior to the New Director’s commencement of service), each Non-Employee Director may elect, using such election form as may be provided by the Company, to receive up to $100,000 of the value of the Annual Grant and any or all of their Retainer Grant in the form of a cash payment (any such amount that is elected, the “Cash Election”). The annual grant, retainer grant and Cash Election, if any, 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. 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.
NON-EMPLOYEE DIRECTOR COMPENSATION
| | EXECUTIVE COMPENSATION |
NON-EMPLOYEE DIRECTOR COMPENSATION
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 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.