DEF 14A of Unity Software Inc.
Filed Mar 27, 2026 · FY20250001810806-26-000021
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 staggered 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 consists of nine members, with no vacancies. On February 4, 2026, the Board elected Bernard Kim to serve as a Class I director and as a member of the Board’s Nominating and Corporate Governance Committee (“NCGC”), effective as of May 1, 2026, at which time the authorized size of the Board will automatically be increased to ten members. To more evenly balance membership among the classes of directors, the Board determined to move one of the directors from Class II (with a term expiring at the 2028 annual meeting of stockholders) to Class I (with a term expiring at the 2027 annual meeting of stockholders). Accordingly, on March 24, 2026, Shlomo Dovrat resigned as a Class II director and was immediately reappointed to the Board as a Class I director. Mr. Dovrat continues to serve on the Company’s Human Capital and Compensation Committee (“HCCC”). The resignation and reappointment of Mr. Dovrat was effected solely to rebalance the Board classes, and for all other purposes, including vesting and other compensation matters, Mr. Dovrat’s service on the Board is deemed to have continued uninterrupted. There are currently four directors in Class III, each of whose term of office expires in 2026, three of whom, Matthew Bromberg, Keisha Smith and James Whitehurst, are nominated for election at the Annual Meeting. Mary Schmidt Campbell will retire from the Board immediately prior to the Annual Meeting, and upon her departure the number of directors constituting Class III will automatically be reduced to three members and the authorized size of the Board automatically reduced to nine members. If elected at the Annual Meeting, each of the three nominees will serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. All three of the nominees are current directors and, if elected, will continue their roles on the Board. Our NCGC has evaluated each director’s particular experience, qualifications, attributes and skills, and has recommended their respective nominations. 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. Alternatively, our Board may leave a vacancy on the Board or reduce the size of the Board. 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. Our Board believes that each nominee has the experience, qualifications, integrity and understanding of our business and industry required for service on our Board.
ELECTION OF DIRECTORS
| | PROPOSAL ONE |
DIRECTOR QUALIFICATIONS AND SKILLS
DIRECTOR QUALIFICATIONS AND SKILLS The following table assumes that all nominees for election are elected to our Board, as well as Dr. Campbell’s departure from, and Mr. Kim’s appointment to, the Board.
DIRECTOR QUALIFICATIONS AND SKILLS
| Qualification / Skill | Number of Directors | | CEO Experience | 5 | | Financial Expertise | 6 | | Technical Expertise | 1 | | Software Expertise | 5 | | Product Expertise (Gaming, Adtech, Education, Consumer) | 4 | | HR & Talent | 1 | | Cybersecurity and Privacy | 1 |
DIRECTOR QUALIFICATIONS AND SKILLS
| | PROPOSAL ONE |
CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029
CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2029
ANNUAL MEETING
| | James M. Whitehurst | | | Mr. Whitehurst has served as a member of our Board since October 2023. From May 2024 to May 2025, he served as our Executive Chair of the Board and a Senior Advisor to the Company. Prior to that, he served as our Interim President and Chief Executive Officer from October 2023 to May 2024. 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. Mr. Whitehurst also served as the Interim Co-CEO of Qualtrics from October 2025 to February 2026. 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: 58 | | | Board Member Since: 2023 Title: Chair of the Board | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| | Roelof Botha | | | Since January 2003, Mr. Botha has served in various positions including most recently as a Partner 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: 52 | | | Board Member Since: 2009 Title: Lead Independent Director Committee Service: Audit Committee (“AC”) | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| | Shlomo Dovrat | | | In 2000, Mr. Dovrat co-founded Viola Group, a technology investment group, and Viola Ventures, a venture capital firm, where he currently serves as Managing Partner. He currently serves as a member of the board of directors of Teads Holding Co., and on the board of several privately held technology companies. Prior to founding Viola, Mr. Dovrat founded and served as CEO of Oshap Technologies and Teconmatix, Israeli technology companies, both publicly traded and subsequently sold in 1999 and 2005, respectively. Mr. Dovrat served on the board of ironSource prior to its merger with us. Mr. Dovrat has been and continues to be active in various non-governmental organizations and serves as the Chairman of the Aaron Institute for Economic Policy and as Chairman of Pnima, an Israeli social movement. Mr. Dovrat served as the Chairman of the Israel Democracy Institute from 2009 to 2012, and as the Chairman of the National Taskforce for the Advancement of Education in Israel from 2003 to 2005. Mr. Dovrat was selected to serve on our Board because of his experience both investing in and managing companies in the technology industry. | | Age: 66 | | | Board Member Since: 2022 Committee Service: HCCC | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| | PROPOSAL ONE |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| | Bernard Kim (Director Elect) | | | Mr. Kim served as Chief Executive Officer and a director of Match Group, Inc., a provider of digital technologies, from May 2022 to February 2025. Prior to that, Mr. Kim served as President of Publishing of Zynga Inc. (“Zynga”), a mobile video game developer, from June 2016 until May 2022, where he oversaw various functions including global marketing, user acquisition, revenue, communications, consumer insights, data science, product management, and mergers and acquisitions. Prior to joining Zynga, Mr. Kim spent nearly 10 years at Electronic Arts Inc. ("EA"), a digital interactive entertainment company, as the company's Senior Vice President of Mobile Publishing. In that role, he oversaw EA's mobile distribution, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, third-party publishing, and mergers and acquisitions. Before joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt Disney Company, where he led sales and retail for Disney Mobile. Mr. Kim previously served on the board of directors of Five Below, Inc., a specialty value retailer, from June 2022 to July 2025. Mr. Kim holds an undergraduate degree in both economics and communications from Boston College. Mr. Kim was selected to serve on our Board because of his senior leadership experience with large-scale, public growing gaming and technology companies, as well as his experience with ad technology and strategic executive oversight of cybersecurity and data privacy policy. | | Age: 49 | | | Board Member Since: 2026 Committee Service: NCGC (with effect from May 1, 2026) | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| | PROPOSAL ONE |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| | Robynne Daly | | | Ms. Daly serves on the boards of Ridgeline, Inc. and Lyra Health, Inc., which are privately-held companies, and on the board of trustees of the University of Hawaii Foundation. From August 2012 until April 2024, Ms. Daly held various positions at Workday, Inc., a public human resources and financial management software company, including Vice Chair from February 2023, Co-President from February 2018 to February 2023, Chief Financial Officer from April 2016 to January 2022 and Senior Vice President and Chief Accounting Officer from August 2012 to April 2016. From June 2009 to August 2012, Ms. Daly served as Chief Accounting Officer and Corporate Controller at VMware, Inc., a software company. Ms. Daly also previously served as Senior Vice President and Chief Accounting Officer at VeriSign Inc., and held senior finance positions at Oracle Corporation, Visa Inc., GE Capital, and Ford Motor Company. Ms. Daly holds a B.A. in economics and accounting from Claremont McKenna College and an M.B.A. in finance from Golden Gate University. Ms. Daly was selected to serve on our Board because of her experience working in the software and technology industries and her expertise in finance. | | Age: 60 | | | Board Member Since: 2017 Committee Service: AC (Chair) | |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| | Egon Durban | | | Mr. Durban joined Silver Lake, a global technology investment firm, in 1999 as a founding principal and has served as the firm’s Co-Chief Executive Officer and Managing Partner since December 2019. He also serves on the board of directors of Dell Technologies Inc., a leader in the global technology industry focused on providing broad and innovative technology solutions for the data and artificial intelligence era, TKO Group Holdings, Inc., a premium sports and entertainment company, and several privately-held companies. Mr. Durban has also served as a director at Endeavor Group Holdings, Inc., an entertainment, sports and media platform, since 2012 and remains a director following it ceasing to be a public company in 2025. Mr. Durban has also served as a director of Motorola Solutions, Inc., a multinational telecommunications company, from 2015 to 2024, Pivotal Software, Inc., a software and services company, from 2016 until its acquisition in 2019, Qualtrics International Inc., a customer experience management company since 2021, and remains a director following it ceasing to be a public company in 2023, SecureWorks Corp., an information security services company, from 2015 to 2020, Twitter, Inc., a social networking service, from 2020 to 2022, and VMware, Inc., a software company, from 2016 to 2023. Mr. Durban holds a B.S.B.A in Finance from Georgetown University. Mr. Durban was selected to serve on our Board because of his significant knowledge of the technology industry and experience as a director of publicly and privately-held technology companies. | | Age: 52 | | | Board Member Since: 2017 | |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| | PROPOSAL ONE |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| | Barry Schuler | | | In 2006, Mr. Schuler co-founded the DFJ Growth Fund, where he currently serves as Managing Director and Partner. From 1995 to 2002, Mr. Schuler held various roles at America Online Inc., a web portal and online service provider, including Chairman and Chief Executive Officer. Mr. Schuler serves on the board of a number of privately-held companies. Mr. Schuler holds a B.A. in psychology from Rutgers University. Mr. Schuler was selected to serve on our Board due to his knowledge of the technology and entertainment industries, his experience as a chief executive officer, and his experience serving on the boards of directors of fast-growing technology companies. | | Age: 72 | | | Board Member Since: 2016 Committee Service: AC, HCCC (Chair) | |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Non-Employee Director Compensation Policy Our Board reviews non-employee director compensation annually. In February 2026, upon the recommendation of the HCCC, following consultation with Semler Brossy and a competitive market review, the Board approved amendments to our Non- Employee Director Compensation Policy to modestly increase the value of the annual equity grants for each non-employee director by $30,000, and for each of the Board Chair and Lead Independent Director by $5,000. Non-employee director compensation was last revised in April 2024 to provide for a retainer equity grant for service as non-employee Chair. The most recent changes to non-employee director compensation are intended to ensure that director compensation remains competitive relative to market. 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 each annual meeting of stockholders, each non-employee director will automatically be granted an award of restricted stock units (“RSUs”) covering a 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 (the “Annual Grant”). Starting in 2026, the amount of this Annual Grant will increase to $315,000. 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 “Retainer Grant”).
NON-EMPLOYEE DIRECTOR COMPENSATION
| | CORPORATE GOVERNANCE |
NON-EMPLOYEE DIRECTOR COMPENSATION
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
| | Effective in 2025 | Effective for 2026 | | Committee Chair: | $25,000 | $25,000 | | Committee Member: | $10,000 | $10,000 | | Lead Independent Director: | $25,000 | $30,000 | | Non-Employee Chair: | $60,000 | $65,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
The Annual Grant and Retainer Grant will fully vest on the earlier of (i) the first anniversary of the applicable grant date and (ii) the date of the first annual meeting following the applicable grant date, subject to the non-employee director’s continuous service through the vesting date. 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 (as defined in the Non-Employee Director Compensation Policy), 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 Cash Election shall be paid within ten (10) business days following the vesting date of the Annual Grant and Retainer Grant, subject to the non-employee Director’s continuous service through such vesting date. If no election is made by the relevant deadline, then no Cash Election shall be subtracted from the value of the Annual Grant and the Retainer Grant, as applicable. Initial Grant In addition, under the Non-Employee Director Compensation Policy each non-employee director elected or appointed to our Board will automatically, upon the date of his or her initial election or appointment as a non-employee director (or, if such date is not a business day, the first business day thereafter), be granted an RSU award covering the number of shares of our common stock equal to (i) $400,000 divided by (ii) the closing sales price per share of our common stock on the applicable grant date, rounded down to the nearest whole share. Each initial grant will vest in a series of successive equal quarterly installments over the three-year period measured from the applicable grant date, subject to the non-employee director’s continuous service through each vesting date. Acceleration upon a Change in Control or In the Event of Death The Non-Employee Director Compensation Policy provides that for each non-employee director who remains in continuous service with us until immediately prior to the closing of a Change in Control (as defined in the 2020 Equity Incentive 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 Election, will become fully vested (and in the case of the Cash Election, 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 Cash Election and their continuous service terminates because of their death (i) within the first year of continuous service, then 50% of the Cash
NON-EMPLOYEE DIRECTOR COMPENSATION
| | CORPORATE GOVERNANCE |
NON-EMPLOYEE DIRECTOR COMPENSATION
Election 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 Cash Election 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. Non-Employee Director Compensation The following table shows for the year ended December 31, 2025, certain information with respect to the compensation of all non-employee directors of the Company. As our President and Chief Executive Officer, Mr. Bromberg does not receive any additional compensation for service on our Board.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Fees Paid in Cash ($)(1) | Stock Awards ($)(2) | Other Compensation ($) | Total ($) | | Tomer Bar-Zeev(3) | — | 284,993 | — | 284,993 | | Roelof Botha | — | 319,981 | — | 319,981 | | Mary Schmidt Campbell, Ph.D. | 110,000 | 184,996 | — | 294,996 | | Robynne Daly | 125,000 | 184,996 | — | 309,996 | | Shlomo Dovrat | — | 294,976 | — | 294,976 | | Egon Durban(4) | 100,000 | 184,996 | — | 284,996 | | David Helgason(3) | 100,000 | 184,996 | — | 284,996 | | David Kostman(5) | — | — | — | — | | Michelle Lee(5) | — | — | — | — | | Barry Schuler | — | 319,981 | — | 319,981 | | Keisha Smith | 60,000 | 259,988 | — | 319,988 | | James Whitehurst(4)(6) | — | 344,987 | 53,037 | 398,024 |
NON-EMPLOYEE DIRECTOR COMPENSATION
1.The amounts disclosed represent the amount of any Cash Election (defined above) selected in respect of the Retainer Grants issued upon the closing of the 2025 annual meeting of stockholders. 2.The amounts disclosed represent the aggregate grant date fair value of the RSUs granted to our non-employee directors during 2025 under our 2020 Equity Incentive 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, 2025, which was filed with the SEC on February 11, 2026. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the RSUs, or the sale of any common stock acquired under such RSUs. 3.Amounts shown will not vest because the director resigned from the Board on February 5, 2026, prior to the vesting date. 4.Messrs. Durban and Whitehurst are required to remit the proceeds of any sales of such shares to Silver Lake. 5.Mr. Kostman and Ms. Lee resigned from the Board effective June 9, 2025. They did not receive an award at the 2025 annual meeting of stockholders. Their compensation that was previously disclosed in our 2025 proxy statement vested on June 5, 2025. 6.Other Compensation represents Mr. Whitehurst’s compensation for fiscal year 2025 for service as a Senior Advisor. In May 2024, we entered into a role change agreement with Mr. Whitehurst to transition him from Interim Chief Executive Officer and President to Senior Advisor and Executive Chair of the Board, effective May 15, 2024. Under the Role Change Agreement, Mr. Whitehurst was entitled to an annualized base salary of $100,000, and was granted 207,211 RSUs, which vested on May 15, 2025. Mr. Whitehurst received compensation for his service on the Board once his employment with the Company ended in May 2025 and he transitioned from Senior Advisor and Executive Chair of the Board to Chair of the Board.
NON-EMPLOYEE DIRECTOR COMPENSATION
| | CORPORATE GOVERNANCE |
NON-EMPLOYEE DIRECTOR COMPENSATION
As of December 31, 2025, each individual who served as a non-employee director during 2025 held the following aggregate number of shares subject to outstanding option awards and stock awards:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Number of Shares Subject to Outstanding Options | Number of Shares Subject to Outstanding RSUs | | Tomer Bar-Zeev | 981,114 | 11,762 | | Roelof Botha | — | 13,206 | | Mary Schmidt Campbell, Ph.D. | — | 7,635 | | Robynne Daly | 29,753 | 7,635 | | Shlomo Dovrat | — | 12,174 | | Egon Durban | — | 7,635 | | David Helgason | — | 7,635 | | David Kostman | — | — | | Michelle Lee | — | — | | Barry Schuler | — | 13,206 | | Keisha Smith | — | 10,730 | | James Whitehurst | — | 14,238 |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2025. Equity Compensation Plan Information
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) ($)(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) | 32,011,793 | 24.81 | 68,193,506(3) | | Equity compensation plans not approved by security holders(4)(5) | 5,608,368 | 26.90 | 10,935,426 | | Total(6) | 37,620,161 | | 79,128,932 |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
1.The weighted-average exercise price excludes RSU and PSU 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”). Our 2020 ESPP has been suspended, effective as of March 2, 2026. 3.Excludes 10,821,493 shares that were added to our 2020 Plan on January 1, 2026. 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. Includes 18,670,574 shares available for issuance under our 2020 ESPP, which was suspended, effective as of March 2, 2026. 4.In connection with our acquisition of ironSource Ltd. (“ironSource”) pursuant to the Agreement and Plan of Merger, dated July 13, 2022 (the “Merger Agreement”) governing our acquisition of ironSource (the “ironSource Merger”), (1) we assumed the ironSource 2013 Share Incentive Plan (the “2013 ironSource Plan”) and the ironSource 2021 Share Incentive Plan (the “2021 ironSource Plan” and together with the 2013 ironSource Plan, the “ironSource Plans”) and (2) we assumed certain options to purchase ironSource ordinary shares and restricted share units in respect of ironSource ordinary shares that were outstanding under the ironSource Plans immediately prior to the ironSource Merger, and such awards were converted into options to purchase Unity common stock and restricted stock units in respect of shares of Unity common stock, respectively. The “Equity compensation plans not approved by security holders” row above shows aggregated share reserve information for the assumed awards. In November 2022 we amended and restated the 2021 ironSource Plan and renamed it the Unity Software Inc. ironSource Share Incentive Plan (as so amended, the “2021 Share Incentive Plan”). The 2021 Share Incentive Plan provides for the issuance of up to (i) 1,361,808 shares of our common stock pursuant to options, restricted stock, RSUs, and other stock-based awards to certain employees and consultants, plus (ii) on January 1 of each calendar year beginning on January 1, 2023 and ending on January 1, 2030, a number of shares equal to the lesser of (a) 5,603,453 shares, which was 5% of the total number of ordinary shares of ironSource outstanding immediately prior to the ironSource Merger (as multiplied by the exchange ratio defined under the Merger Agreement) and (b) an amount determined by the Board prior to the January 1 increase for the particular year, subject to certain adjustments. The 2021 Share Incentive Plan has not been approved by Unity’s stockholders. In accordance with NYSE rules, eligible employees include those who (i) were not employed by or otherwise providing services to Unity or its affiliates (other than ironSource and its subsidiaries) at or prior to the time of the ironSource Merger and (ii) are employed by us or our affiliates; provided that service solely as a director or payment of director’s service fees will not cause a director to be considered an eligible employee. We do not intend to grant future awards under the 2013 ironSource Plan; however, its terms continue to govern outstanding awards issued thereunder.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
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, 2025, including Note 12, “Stock-Based Compensation” of the Notes to Consolidated Financial Statements, for further information regarding our equity compensation plans and awards. 5.Our HCCC approved no increase for the 2021 Share Incentive Plan for 2026. 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. During 2025, Unity continued to have significant leadership transitions and organizational changes, including the appointment of a new Chief Financial Officer, the departure of the Chief Legal Officer, the elevation of internal leaders into critical roles 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 HCCC’s focus is on balancing growth-oriented compensation strategies with judicious management of dilution and stock-based compensation expense, and effectively aligning equity compensation with stockholder interests. The HCCC also remains committed to driving pay-for-performance alignment, accountability, and sustainable stockholder value creation, which is reflected in our 2025 executive compensation program. Most notably, in 2025 we included long-term performance-based equity compensation in our annual executive equity compensation framework for the first time, in the form of performance stock units (“PSUs”). This shift reflected 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 philosophy, design, objectives and policies that guided the HCCC’s compensation decisions for the year ending December 31, 2025.
STOCKHOLDER ENGAGEMENT IN FISCAL YEAR 2025
| What We Heard | What We Did (Actionable, Responsive Changes) | | Enhanced Pay-for- Performance and Award Design Stockholders sought stronger multi-year alignment, citing the magnitude of the CEO new-hire award and a lack of performance metrics in NEO grants. | Increased Performance-Based Equity Weighting: Following our transition in 2025 for our annual equity grant cycle from 100% time-based vesting awards to a mix of performance and time-based awards consisting 25% of PSUs and 75% of time-based vesting restricted stock units (“RSUs”) for our NEOs, we engaged in extensive stockholder outreach to address the 2025 Say-on-Pay results. Stockholders affirmed that increasing PSU weighting was a key priority for aligning executive pay with value creation. In direct response to this feedback and in fulfillment of our prior commitment, the HCCC significantly increased the performance-based component of the annual equity grants to our senior executives to an equal weighting of 50% PSUs and 50% RSUs. PSUs cliff vest at the end of a three-year performance period, and the number of shares that vest is based on the average of the attainment of annual performance metrics for each year within that three-year performance period. New Equity Performance Metric: In 2025, we adopted total revenue, and a new metric, Adjusted EBITDA Less Stock-Based Compensation Expense Margin (“Adjusted EBITDA Less SBC Margin,” as defined below under “Objectives, Philosophy and Elements of Executive Compensation”) as the performance metrics for the PSUs. These metrics directly link executive compensation to the attainment of specific financial goals that benefit all stockholders, while Adjusted EBITDA Less SBC Margin encourages the prudent stewardship of the Company’s equity program by making executives specifically accountable for the impact of stock-based compensation (“SBC”) on profitability. The adoption of this metric was designed, in part, to address stockholder concerns over dilution and SBC expense. Significantly Enhanced Performance Rigor and Stretch Goals: For PSUs awarded in 2026, which were weighted at 50% of the total value of annual equity awards granted to senior executives (discussed above), we increased the maximum number of units that can be earned under the PSUs to 200% of target to incentivize strong financial performance and align with competitive peer practices. The maximum 200% payout can be achieved only upon the attainment of “stretch” targets that significantly exceed our baseline financial plan, thereby ensuring that maximum payouts are only earned when management delivers exceptional financial results that benefit our stockholders and which directly account for the cost of equity and dilution. | | Dilution and Equity Plan Management Stockholders expressed concern regarding historic dilution and SBC levels as well as the potential dilutive impact of the automatic annual, or evergreen, increases of the share reserves in our equity plans. | Continued Judicious Management: Our commitment to equity discipline has driven a material reduction in dilution and SBC expense. In 2025, our SBC decreased from 33% of total revenue in 2024 to 21% of total revenue in 2025, in line with our compensation peer group of companies. ESPP Suspended: In September 2025, we suspended our 2020 ESPP, effective March 2, 2026, and we also suspended its related automatic annual share reserve increase or “evergreen” provision beginning in 2026, to further mitigate dilution and SBC expense. Equity Incentive Plan Evergreen Reduction: The 2020 Plan and the 2021 Share Incentive Plan each provide for automatic annual evergreen increases of 5% of total shares outstanding as of year end. In December 2025, the Board approved a reduced evergreen increase under the 2020 Plan of 2.5% of the total shares outstanding as of year end, representing half of the default evergreen amount provided for in the 2020 Plan and determined there would be no evergreen increase under the 2021 Share Incentive Plan. | | Severance and Transition Practices Feedback identified the application of severance benefits following apparent voluntary executive departures as an undesirable practice. | Following the transition of our Former CLO in November 2025, in early 2026, the HCCC conducted an independent review of our executive severance benefits and executive separation practices. This review indicated that our executive severance benefits are broadly in line with those of our compensation peer group of companies. Resolution of Termination Benefits: Going forward, we do not intend to provide separation benefits for terminations of executive employment classified as voluntary exits, consistent with market best practices and will provide severance benefits in accordance with our Executive Severance Plan for terminations of executive employment classified as involuntary exits. We will continue to provide clear, robust disclosure regarding the circumstances of executive departures and the specific rationale for any associated payments. |
NEW CFO COMPENSATION
NEW CFO COMPENSATION Following an extensive candidate search and interview process, in a highly competitive market, our Board appointed Jarrod Yahes as our Senior Vice President, Chief Financial Officer effective January 2025, in light of his deep financial expertise, spanning over 25 years, and proven track record of accelerating growth and driving operational excellence. We entered into a letter agreement with Mr. Yahes that provided the following compensation arrangements in connection with his hire: •Annual base salary of $525,000 and target annual bonus opportunity of 75% of annual base salary; •Initial award of RSUs with a notional value of $12,000,000, vesting over four years with an initial vesting date of August 25, 2025; •2025 equity award with a notional aggregate value of $4,000,000, comprised of 75% RSUs and 25% PSUs, which were granted at the same time 2025 equity awards were granted to our other executive officers (and subject to the same vesting conditions); •A cash sign-on bonus of $400,000, paid in two equal installments on his start date and the one-year anniversary of his start date, subject to his continuous service with the Company through each payment date; and
NEW CFO COMPENSATION
•Eligibility to participate in the Company’s Executive Severance Plan, as set out in more detail below in the "Executive Severance Agreements and Change in Control Benefits," subject to Mr. Yahes’ execution of an effective release of claims in favor of the Company. In determining the notional aggregate value of Mr. Yahes’ initial equity awards, the HCCC considered that external CFO appointees in our industry and peer group typically receive initial equity grants two to four times larger than competitive CFO annual equity awards. With respect to the equity award to be granted to Mr. Yahes during the typical annual equity award cycle in 2025, the HCCC made 25% of that award PSUs, consistent with the annual equity awards being granted to other executives. These equity awards were intended to encourage Mr. Yahes to accept our offer of employment, while also providing a performance-based incentive to align Mr. Yahes’ interests more closely with those of our stockholders and our other executives.
RECENT FISCAL YEAR 2026 COMPENSATION DECISIONS
RECENT FISCAL YEAR 2026 COMPENSATION DECISIONS In February 2026, the HCCC conducted its annual executive compensation review and made determinations for fiscal year 2026 for our continuing executive officers. In making these determinations, the HCCC considered, among other factors, feedback from our stockholders, including in response to our 2025 Say-on-Pay vote as described above, a competitive analysis of market data of our compensation peer group companies provided by Semler Brossy, the recommendations of our CEO, other than with respect to his own compensation, and other factors described below under the “Factors Used in Determining Executive Compensation” section below. Determinations of note included: •No base salary increases for any executive officers; •Increasing the performance component of annual equity awards for our executive officers from 25% PSUs and 75% RSUs to 50% PSUs and 50% RSUs; •Increasing the PSU maximum payout of our PSU awards to 200% of target to align with peer practice, while simultaneously increasing the stretch performance targets needed to achieve the higher payout; and •Changing the vesting schedule for new RSU awards for our executive officers from annual to quarterly installments over a period of four years, subject to continued service through each vesting date. The change to quarterly vesting for our leadership team aligns with market practice, and is expected to improve our ability to attract and retain executive talent in a highly competitive technology market.
OBJECTIVES, PHILOSOPHY AND ELEMENTS OF EXECUTIVE COMPENSATION
| Element of Compensation | Component of Compensation (1) | Objectives | Key Features | | Base Salary (fixed cash) | 8% | 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. Internal pay parity may also be considered. | | Performance Bonus (at-risk cash) | 6% | 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 total revenue and Adjusted EBITDA Margin(2), consistent with our annual operating 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) | 87% | 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. Time-based vesting equity, in the form of RSUs, provides some certainty of long- term value, encouraging retention especially in volatile markets. Performance-based equity, in the form of PSUs under our new PSU program, directly aligns executive outcomes with the creation of sustainable long-term stockholder value. | Equity grants are reviewed and determined annually. Equity is typically granted for new hires, promotions, during our annual equity award cycle, 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. Time-based vesting awards typically vest ratably over four years. PSUs may be earned based on the attainment of rigorous performance goals based on total revenue and Adjusted EBITDA Less SBC Margin(3) that are designed to hold management accountable for both short-term and long term financial results and prudent management of SBC expense and dilution. PSUs may only vest at the end of a three-year performance period, and vest based on the average of the attainment of annual performance goals established for each of the three years within that performance period. The three one-year performance periods incentivize superior performance over the entire three-year period of the award, as the value ultimately delivered to the executive under the award is dependent on the average of performance over the whole three-year period. |
EXECUTIVE COMPENSATION GOVERNANCE
| Practices We Employ | | Practices We Do Not Employ | | ✓ | Pay-for-performance philosophyx | No guaranteed or minimum bonuses | | ✓ | Majority of NEO compensation is at risk and tied to performancex | No “single-trigger” change in control payments and benefits | | ✓ | Rigorous performance metrics aligned with stockholder interestsx | No re-pricing of underwater stock options without stockholder approval | | ✓ | Caps on cash and equity incentive payoutx | No excessive risk taking in incentive plan designs | | ✓ | Annual compensation program risk assessmentx | No excise tax gross ups | | ✓ | Engagement of independent compensation consultantx | No supplemental pension or retirement benefits | | ✓ | Ongoing engagement with our stockholders regarding our compensation policies and practicesx | No strict benchmarking of compensation to a specific percentile of our compensation peer group | | ✓ | Executive compensation clawback policy aligned with SEC and NYSE requirementsx | No short sales, hedging, or pledging of stock ownership positions and transactions involving derivatives of our common stock by employees, officers or directors | | ✓ | Robust executive and director stock ownership guidelines | | | ✓ | No or limited perquisites | |
HOW WE DETERMINE EXECUTIVE COMPENSATION
recommendations as one of several factors in making compensation decisions, and the HCCC’s decisions do not necessarily follow the CEO’s recommendations. 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. Our HCCC approves the compensation of our Chief Executive Officer and evaluates the Chief Executive Officer’s performance in light of relevant Company performance goals and objectives. 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 The HCCC has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors, to assist in the evaluation of executive officer and director compensation. For 2025, the HCCC engaged Semler Brossy to advise on our executive and non-employee director compensation program peer group used to inform executive and non-employee director compensation decisions, review our equity usage, review our executive severance benefits and executive separation practices, and report on other executive compensation-related developments and trends. When considering matters that bear upon the adviser’s independence, the HCCC will consider factors prescribed by the SEC and NYSE. After review and consultation with Semler Brossy, our HCCC determined there is no conflict of interest resulting from retaining Semler Brossy pursuant to applicable SEC and NYSE rules. Role of our Compensation Peer Group The HCCC works with Semler Brossy to develop a meaningful compensation peer group of companies to understand competitive market compensation practices. The compensation peer group is annually reviewed and updated as necessary. The following selection criteria were considered when developing the compensation peer group: •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.
HOW WE DETERMINE EXECUTIVE COMPENSATION
For 2025, the HCCC determined the existing peer group continued to provide a robust and stable set of market comparisons that were a business and financial fit for the Company, and that no changes to the peer group were warranted. The following companies represent the peer group we used in assessing compensation competitiveness for 2025:
HOW WE DETERMINE EXECUTIVE COMPENSATION
*Following acquisitions, Alteryx, Inc., ANSYS, Inc. and Splunk Inc. are no longer publicly traded as of March 2024, July 2025, and March 2024, respectively. The HCCC does not benchmark any pay elements or target total compensation to a specific percentile, or establish compensation based solely on a review of competitive data. However, the HCCC believes market data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. When making its compensation decisions, the HCCC also reviews industry-based market pay survey data in the absence of relevant peer group data for specific executive roles.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
1.The HCCC determined that Mr. Bromberg’s current base salary remained competitive in the market, and therefore, no adjustment was necessary. 2.Mr. Yahes joined the Company effective January 1, 2025. Please see above under “New CFO Compensation” for a detailed description of how the HCCC set the initial base salary for Mr. Yahes. Performance Bonuses (at-risk cash) Cash Incentive Bonus Plan Our Cash Incentive Bonus Plan is designed to reward our executives for achieving key financial objectives that drive Company success and align with stockholder interests. To be eligible to earn a bonus, participants must be employed by us on the date the bonus is paid. 2025 Performance Framework •For 2025, the HCCC introduced an individual performance component for NEOs, other than our CEO, to balance our focus on Company performance with executive leadership and accountability in their respective areas of responsibility. Under the Cash Incentive Bonus Plan, the individual performance component is capped at 100% of target. Partial or poor performance would result in an individual performance component of 0%. The 2025 bonus performance components were as follows: ▪75% of their annual target bonus opportunity was based on attainment of Company performance goals; ▪25% of their annual target bonus opportunity was based on attainment of individual financial and strategic goals (equally weighted) as follows: •direct expenses and fiscal responsibility (target budgets) of the NEO’s function; •leadership and reinforcement of Unity’s values and culture; and •succession planning. This structure was adopted to continue to incentivize our executives to deliver on the Company’s financial goals while also driving execution against important functional and strategic priorities within their specific purview. •CEO Bonus Structure: To ensure maximum alignment with stockholder interests, Mr. Bromberg’s annual target cash bonus opportunity continued to be based entirely on attainment of Company performance goals.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
Company Performance Metrics The HCCC selected total revenue and Adjusted EBITDA Margin as the Company performance metrics for 2025. Adjusted EBITDA Margin again served as the gating metric for any payout under the program, underscoring our continued commitment to achieving profitable growth while driving top-line revenue expansion. The Adjusted EBITDA Margin gate for 2025 was set at 21.5%, such that if the Company did not achieve an Adjusted EBITDA Margin of at least 21.5%, no bonuses would be paid under the plan regardless of revenue results. In establishing the 2025 total revenue and Adjusted EBITDA Margin targets, the HCCC sought to balance incentivizing the growth of the business with the effort and impact associated with the transition of senior leadership and the strategic transformation of the business. The revenue target of $1,841 million and the Adjusted EBITDA Margin gate of 21.5% were both above the previous year’s actual attainment and would require a return to growth, following a period of declining revenues, and disciplined cost management, while simultaneously implementing a comprehensive organizational restructuring, which the HCCC determined would be challenging to achieve. Below is the attainment matrix for determining executive bonuses under the Cash Incentive Bonus Plan. If revenue attainment is between the levels specified, the bonus payout earned is determined using linear interpolation. Total revenue below the $1,771 million threshold would result in zero payout.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
| | 2025 Total Revenue | | | | | | Revenue Attainment | $(1000s) | Y/Y Growth | Bonus Attainment | | Max | 104% | $1,911 | +5% | 150% | | Target | 100% | $1,841 | 2% | 100% | | Threshold | 96% | $1,771 | -2% | 50% | | 0% Bonus Attainment if 2025 Adjusted EBITDA Margin is below 21.5% (regardless of revenue attainment) | | | | |
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
Cash Incentive Bonus Plan Payout Corporate Performance For the corporate financial goals, in 2025, the Company achieved an Adjusted EBITDA Margin of 22.1%, exceeding the Adjusted EBITDA Margin gate of 21.5%, and total revenue of $1,849 million, which was above the pre-established target level of performance. This resulted in bonus attainment of 106% in respect of the corporate metric. This was the first time in three years that the bonus payout thresholds were met. Individual Performance For Messrs. Yahes, Blum and Thé, the HCCC evaluated their actual level of achievement of the pre-established financial and strategic goals discussed above, and determined that each of them successfully met or exceeded their 2025 operating budget targets, demonstrated the cultural leadership behaviors required for the Company’s strategic stabilization and established their succession plans, as required. Based on this evaluation and the performance assessments and recommendations provided by our CEO, the HCCC determined that these goals had been achieved in full (100% attainment) by each executive. As a result, the HCCC approved 2025 bonus payments to Messrs. Bromberg, Yahes, Blum, and Thé as set forth in the table below. Ms. Gupta was not eligible to receive a payout under the Cash Incentive Bonus Plan as she ceased to be the CLO in November 2025.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
1. For Mr. Bromberg, the 2025 annual cash bonus payout was based 100% on overall Company performance. For all other NEOs, the bonus payout was calculated additively, based on two independently weighted components: 75% tied to Company performance and 25% tied to individual performance. 2. Target cash amounts shown are pro-rated for salary increases throughout the year for Messrs. Blum and Thé and Ms. Gupta. 3. Ms. Gupta was not eligible to receive payment pursuant to the Cash Incentive Bonus Plan due to her exit as Chief Legal Officer. For additional detail, please see the section below titled “Agreements with Our Named Executive Officers—Resignation and Transition Agreement with Ms. Gupta.” Long-Term Incentive (at-risk equity) Our equity incentive program serves as a long-term incentive and retention tool for our executives. Awards under the program represent the most significant component of our executive compensation program and reflect the value we place on our executives’ contributions to the Company. Equity incentive awards focus the efforts of our executive officers on the achievement of long-term objectives and align the interests of our executive officers with those of our stockholders. Historically, the vast majority of equity compensation awarded to our executive officers has been in the form of time-based vesting awards, typically in the form of stock options and RSUs vesting in installments over four years. In 2025, consistent with competitive market practices and following engagement with our stockholders, we incorporated PSUs into our executive compensation program. In March 2025, the HCCC granted RSUs and PSUs as part of the regular annual equity award cycle to each of our then-current NEOs, other than Mr. Thé, whose compensation was structured to reflect his then-focused leadership of a specific business unit’s product and technology initiatives. In making these awards, for each executive, the HCCC reviewed the factors described under “Factors Used in Determining Executive Compensation” above and a competitive market analysis prepared by Semler Brossy, as well as the recommendations of the CEO with respect to executives other than himself. Mr. Yahes’ initial and 2025 annual equity awards were made pursuant to the terms of his offer letter, discussed in more detail under “New CFO Compensation.” In April and December 2025, the HCCC approved additional grants of RSUs to Mr. Thé for his critical importance to our long-term growth strategy in the artificial intelligence and machine learning space. Two Phase Performance-Based Long-Term Incentive Program Redesign The HCCC redesigned our long-term incentive program in 2025 to introduce performance-based vesting awards as a meaningful and increasing component of long-term incentive compensation, while implementing the change in phases to support leadership stability during a period of executive transition. This redesign addresses feedback received from our stockholders regarding the importance of performance-based equity, aligns our program more closely with the practices of our peer group and reinforces our commitment to linking executive compensation with long-term stockholder value creation. Given the significant executive leadership changes in 2024 and the importance of maintaining leadership stability during a period of strategic transformation, the HCCC implemented the redesigned long-term incentive program in two phases as follows:
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
•Phase 1 (Fiscal 2025) — Annual equity awards consisting of 75% RSUs and 25% PSUs: For 2025, PSUs represent 25% of the target annual award value, with the remaining 75% delivered in time-vesting RSUs. This mix also facilitated the transition from the Company’s prior four-year installment vesting to a three-year, 100% cliff vesting structure, as discussed below. The maximum number of PSUs that may be earned upon vesting is 150% of the target number of PSUs awarded. •Phase 2 (Fiscal 2026) — Annual and promotion equity awards consisting of 50% RSUs and 50% PSUs: Beginning in 2026, the HCCC increased the proportion of PSUs relative to RSUs to 50% PSUs and 50% RSUs for annual equity awards to further emphasize performance-based compensation. The HCCC also expanded this performance-based framework to promotion awards so that when leaders advance into senior roles, a significant portion of their compensation remains directly tied to the Company’s performance. In addition, the maximum number of PSUs that may be earned upon vesting was increased from 150% to 200% of target, reflecting the increased proportion of long-term compensation tied to performance and further incentivizing executives to deliver financial outperformance. PSU Structure and Terms Key components of the 2025 PSUs are as follows: •Three-Year 100% Cliff Vest: To reinforce accountability for sustained long-term performance, no portion of a PSU award vests until the final certification of performance following the conclusion of the overall three-year performance period. This structure aligns executive incentives with the successful execution of the Company’s strategic transformation and ensures executives are rewarded only if the Company delivers sustained improvements in financial and operating performance over time. •Annual Goal Setting Across Three Performance Periods: The PSUs utilize three distinct annual performance periods within the overall three-year performance period. Establishing performance targets annually allows the HCCC to maintain rigorous and relevant goals in high-volatility markets where three-year forecasts may quickly become less meaningful, while also reflecting the Company’s evolving operating priorities during its strategic transformation under a new executive leadership team. At the same time, the three-year cliff vesting structure maintains strong long-term alignment, as the final payout is based on the average performance achieved across the whole three-year period, and helps avoid potential windfall payouts from targets set several years in advance. •Consistent Performance Metrics Aligned with Strategic Priorities: The HCCC selected total revenue and Adjusted EBITDA Less SBC Margin as the performance metrics for the PSUs, and these metrics are expected to remain consistent across all three annual performance periods. The HCCC believes these measures best align executive incentives with the Company’s strategic priorities by encouraging durable revenue growth, improved operating efficiency and disciplined management of SBC expense and its dilutive impact on stockholders. The 2025 PSUs are subject to a three-year overall performance period beginning on January 1, 2025 and ending on December 31, 2027, and which are 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 total revenue and Adjusted EBITDA Less SBC Margin, with 75% of the target PSUs subject to achievement of the revenue goal and 25% of the target PSUs subject to achievement of the Adjusted EBITDA Less SBC Margin goal. 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 eligible to vest will be determined based on the average of the Performance Attainment Factors for each year of the overall three-year performance period for each of the performance goals multiplied by the target number of PSUs allocated to such performance goal, subject to a maximum of 150% of the target PSUs granted. 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.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
RSU and PSU Awards Granted in 2025 The following table sets forth the RSUs and PSUs granted to each NEO in 2025:
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
| NEO | % of Awards as RSUs | Number of RSUs (#) | % of Awards as PSUs | Number of PSUs (#) | Grant Type | | Matthew Bromberg(1) | 75% | 319,829 | 25% | 106,609 | Annual | | Jarrod Yahes(1)(2) | 100% | 538,116 | —% | — | New Hire | | | 75% | 130,264 | 25% | 43,421 | Annual | | Alexander Blum(1) | 75% | 225,000 | 25% | 75,000 | Annual | | Anirma Gupta(1) | 75% | 150,000 | 25% | 50,000 | Annual | | Felix Thé(3) | 100% | 150,000 | —% | — | Annual | | | 100% | 150,000 | —% | — | Retention | | | 100% | 62,500 | —% | — | Retention |
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
1.Messrs. Bromberg, Yahes and Blum and Ms. Gupta were each granted an annual award consisting of 75% RSUs and 25% PSUs. The annual RSU awards granted to our NEOs in 2025 vest over approximately four years with 25% of the RSUs vesting each year beginning on November 25, 2025, subject to their continuous service through each such vesting date. For the 2025 PSUs, the number of shares set forth in the table above represents the target number of shares eligible to be earned and subsequently eligible to vest upon achievement of target performance on both the total revenue metric (weighted 75%) and the Adjusted EBITDA Less SBC Margin metric (weighted 25%) averaged across the three-year performance period. For a comprehensive discussion of the 2025 PSUs, please see the section titled “Long-Term Incentive (at-risk equity)” above. 2.For Mr. Yahes, his new-hire RSU award vests over approximately four years with 12.5% of the RSUs vesting on August 25, 2025 and 6.25% of the RSUs vesting quarterly thereafter, subject to continuous service through each such vesting date. 3.For Mr. Thé, his retention award of 150,000 RSUs vests over approximately four years with 25% of the RSUs vesting each year beginning on November 25, 2025 and his retention award of 62,500 vests over approximately four years with 6.25% of the RSUs vesting on February 25, 2026 and 6.25% of the RSUs vesting quarterly thereafter, in each case subject to his continuous service through each such vesting date.
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
PSUs Awarded in 2025 — 2025 Performance Period - Metrics and Attainment The 2025 PSUs are subject to a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027, which comprises three one-year performance periods, the first of which is the 2025 calendar year. In March 2025, the HCCC established the following performance targets for the 2025 performance period of PSUs awarded in 2025: In 2025, the Company achieved total revenue of $1,849.6 million, representing a 106% attainment, and Adjusted EBITDA Less SBC Margin of 1.55%, representing a 101% attainment. Based on such achievement, and in accordance with the attainment matrices outlined above, in February 2026 the HCCC certified a weighted average Performance Attainment Factor of 104.75% for the first (2025) performance period. The number of PSUs earned and subsequently eligible to vest, if any, will be determined in the first quarter of 2028, based on the average of the weighted average annual Performance Attainment Factors across all three years of the performance period of the award. No PSUs will vest until such time, and vesting is subject to the executive’s continued employment through such date. Vesting of Performance Stock Options in 2025 (PSOs) In May 2024 and July 2024, in connection with the appointments of Mr. Bromberg and Mr. Blum as our President and Chief Executive Officer and Senior Vice President, Corporate Development, respectively, the HCCC approved PSOs covering 1,000,000 shares, for Mr. Bromberg, and 340,000 shares, for Mr. Blum. The PSO structure was developed in collaboration with Semler Brossy to emphasize sustained stockholder value creation and leadership continuity. Mr. Bromberg’s PSO is divided into four vesting tranches, each representing 25% 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, $50, $60 and $75) during the six-year performance period from May 15, 2024 to May 15, 2030. 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)
FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM
during the four-year performance period from July 8, 2024 to July 8, 2028. The stock price hurdle for a particular vesting tranche will be satisfied if during the applicable performance period, the volume-weighted average trading price of the Company’s common stock on the NYSE equals or exceeds the applicable stock price hurdle for such vesting tranche for a period of 60 consecutive calendar days. On September 5, 2025, the first tranche of each of Mr. Bromberg’s and Mr. Blum’s PSOs vested following achievement of the $35 price hurdle.
OTHER COMPENSATION POLICIES AND INFORMATION
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 his continuous service. Pursuant to his offer letter, 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 each applicable vesting date, further underscoring the alignment of his interests with those of our stockholders. During any period in which a director or executive officer does not meet the ownership guidelines, following the Initial Period, he or she will be required to retain at least 50% of the shares of Company common stock acquired (which will be calculated based on net shares after taxes) through the vesting of equity awards, until such time as he or she achieves the applicable ownership guideline amount. Unvested equity awards and unexercised stock options do not count toward meeting the stock ownership guidelines. As of December 31, 2025, based on the closing price of our common stock on that date, all of our directors and officers who have served for more than the Initial Period have achieved the applicable level of ownership in our guidelines.
OTHER COMPENSATION POLICIES AND INFORMATION
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 an Executive 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. Pursuant to the Executive Clawback Policy, if the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under federal securities laws, the Company must recoup the full amount of incentive compensation received by a current or former executive officer, including our principal accounting officer, during the three completed fiscal years preceding the date on which a restatement is required (other than the fiscal years completed prior to the effective date of the Executive Clawback Policy) that exceeds the amount of incentive compensation that would have been received had such amount been determined based on the accounting restatement. The HCCC has sole discretion to determine how to seek recoupment under the policy and may forgo recoupment if it determines recoupment to be impracticable as described in the Executive Clawback Policy. The policy applies to incentive compensation received on or after October 2, 2023. Insider Trading, Anti-Hedging and Anti-Pledging Policy For a summary of our prohibitions on hedging and pledging of Company stock by directors, officers, and other employees, please see the section above entitled, “Corporate Governance—Restrictions on Transactions Involving Our Securities.” Equity Award Grant Practices From time to time, the Company has granted stock options to certain senior-level employees, including NEOs. The Company has granted new-hire option awards on or soon after a new hire’s employment start date and annual employee option grants, if any, in the first quarter of each year, which annual grants are typically approved at a regularly scheduled meeting of the HCCC. Non-employee directors do not receive options. 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 does not grant equity awards in anticipation of the release of material nonpublic information, nor does it take material nonpublic information into account when determining the timing and terms of equity awards. Unity has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for 2025. Tax and Accounting Implications Under ASC 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718. Under Section 162(m) of the Code, compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. The HCCC has not previously taken the deductibility limit imposed by Section 162(m) into consideration in determining executive compensation. The HCCC looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not tax deductible by us due to the deduction limit under Section 162(m). Compensation Risk Assessment The HCCC, in consultation with Semler Brossy, conducts an annual review of our compensation programs, policies and practices for our employees, to assess the risks associated with such programs, policies and practices. Based upon this risk assessment, the HCCC concluded that our compensation programs, policies or practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 compensation awarded to or paid to, or earned by, the NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | 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) | 2025 | 850,034 | — | 8,784,631 | — | 904,400 | 35,178 | 10,574,243 | | | 2024 | 534,541 | 2,000,000 | 23,186,911 | 26,425,700 | — | — | 52,147,152 | | Jarrod Yahes Senior Vice President, Chief Financial Officer(5) | 2025 | 525,021 | 200,000 | 15,669,382 | — | 412,650 | 12,428 | 16,819,481 | | Alexander Blum Senior Vice President, Chief Operating Officer(5) | 2025 | 547,522 | 25,000 | 6,180,000 | — | 430,416 | 16,985 | 7,199,923 | | | 2024 | 239,528 | — | 8,307,318 | 2,750,100 | — | — | 11,296,946 | | Anirma Gupta Former Senior Vice President, Chief Legal Officer and Corporate Secretary(5) | 2025 | 503,146 | — | 9,199,735 | 5,443,514 | — | 55,552 | 15,201,947 | | | 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 | | Felix Thé Senior Vice President, Chief AI Officer and Product and Technology, Grow(5) | 2025 | 443,768 | — | 9,381,125 | — | 279,084 | 49,960 | 10,153,937 | | | 2024 | 379,050 | — | 3,045,485 | — | — | 9,162 | 3,433,697 |
SUMMARY COMPENSATION TABLE
1.Represents cash bonuses paid to certain NEOs as described in "Compensation Discussion and Analysis" above. Mr. Blum was originally awarded a $100,000 sign-on bonus in connection with his hiring in July 2024, which was to be paid six 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 six months from his original hire date, provided he was employed at the payment date. The cash bonus was earned and paid in February 2025. 2.The amounts disclosed represent the aggregate grant date fair value of the RSUs and PSUs granted to our NEOs during 2025 under our 2020 Stock Plan, computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“ASC 718”), with PSUs represented at probable performance levels as of the grant date. Because the annual performance targets for the 2025 PSUs are set at the start of each single-year performance period, only one annual tranche of 2025 PSUs (representing one-third of the total target number of PSUs) is considered granted in 2025 under ASC 718 and included in the Stock Awards Column. The assumptions used in calculating the grant date fair value of the RSUs and PSUs 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, 2025, which was filed with the SEC on February 11, 2026. These amounts do not reflect the actual economic value that will be realized by our NEOs upon the vesting of the RSUs or PSUs or the sale of any common stock acquired under such RSUs or PSUs. For Ms. Gupta, the value in these columns for 2025 also includes (i) $5,443,514 of incremental stock-based compensation expense the Company recognized in connection with the modification of her stock option awards and (ii) $5,079,735 of incremental stock-based compensation expense the Company recognized in connection with the modification of her RSU awards, each as described under “Resignation and Transition Agreement with Anirma Gupta” below. Such amount reflects our calculation of the value of the modification of her awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by her. The probable and maximum performance levels of the PSUs granted during the year are further disclosed in the table below. All values in the table below are grant date values, and amounts in columns marked with an asterisk (*) are included in the “Stock Awards” column of the Summary Compensation Table for fiscal year 2025.
SUMMARY COMPENSATION TABLE
| | EXECUTIVE COMPENSATION |
SUMMARY COMPENSATION TABLE
| | Components of Stock Awards | | Additional Information | | | Restricted Stock Units Value ($)* | Value of Performance Shares – Probable ($)* | Value of Performance Shares – at Maximum ($) | | Matthew Bromberg | 7,906,173 | 878,458 | 1,317,687 | | Jarrod Yahes | 15,311,593 | 357,789 | 536,684 | | Alexander Blum | 5,562,000 | 618,000 | 927,000 | | Anirma Gupta | 3,708,000 | 412,000 | 618,000 |
SUMMARY COMPENSATION TABLE
3.Represents cash bonuses paid under our Cash Incentive Bonus Plan as described in "Compensation Discussion and Analysis" above. 4.All Other Compensation by Category:
SUMMARY COMPENSATION TABLE
| NEO | Company Contribution to Benefit Plans(a) | Life Insurance Premiums | One-Time Vacation & Floating Holiday Payment(b) | Total All Other Compensation | | Matthew Bromberg | 2,834 | 1,548 | 30,796 | 35,178 | | Jarrod Yahes | 11,600 | 828 | — | 12,428 | | Alexander Blum | — | 2,376 | 14,609 | 16,985 | | Anirma Gupta | 11,600 | 1,548 | 42,404 | 55,552 | | Felix Thé | 9,570 | 360 | 40,030 | 49,960 |
SUMMARY COMPENSATION TABLE
a.Represents Company matching contributions made to the 401(k) plan for eligible NEOs. For Mr. Thé, this amount also includes $1,500 in Company matching contributions to his Health Savings Account (HSA). b.Represents a one-time cash payment of accrued, unused vacation (and, for Mr. Thé, accrued floating holiday) balances. This payout was made to all eligible employees in connection with the Company's transition to a flexible, non-accruing Paid Time Off policy at the beginning of 2025. 5.Messrs. Bromberg and Blum joined the Company in 2024 and Mr. Yahes joined the Company in 2025. Ms. Gupta ceased serving as our CLO and Corporate Secretary in November 2025 and is currently serving as our Strategic Legal Advisor until her scheduled departure from the Company on May 15, 2026. Mr. Thé ceased to be an executive officer in March 2025.
SUMMARY COMPENSATION TABLE
| | EXECUTIVE COMPENSATION |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025 The following table shows for the year ended December 31, 2025, certain information regarding grants of plan-based awards to the NEOs.
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025
| Name and Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | | | Threshold ($) | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Matthew Bromberg | | | | | | | | | | | | | Annual PSU (4) | 3/4/25 | — | — | — | 17,768 | 35,536 | 53,304 | — | — | — | 878,458 | | Annual RSU | 3/4/25 | — | — | — | — | — | — | 319,829 | — | — | 7,906,173 | | Cash Bonus | | 425,000 | 850,000 | 1,275,000 | — | — | — | — | — | — | — | | Jarrod Yahes | | | | | | | | | | | | | New Hire RSU | 1/1/25 | — | — | — | — | — | — | 538,116 | — | — | 12,091,467 | | Annual PSU (4) | 3/4/25 | — | — | — | 7,237 | 14,474 | 21,711 | — | — | — | 357,789 | | Annual RSU | 3/4/25 | — | — | — | — | — | — | 130,264 | — | — | 3,220,126 | | Cash Bonus | | 196,875 | 393,750 | 541,406 | — | — | — | — | — | — | — | | Alexander Blum | | | | | | | | | | | | | Annual PSU (4) | 3/4/25 | — | — | — | 12,500 | 25,000 | 37,500 | — | — | — | 618,000 | | Annual RSU | 3/4/25 | — | — | — | — | — | — | 225,000 | — | — | 5,562,000 | | Cash Bonus | | 205,351 | 410,702 | 564,715 | — | — | — | — | — | — | — | | Anirma Gupta | | | | | | | | | | | | | Annual PSU (4) | 3/4/25 | — | — | — | 8,333 | 16,667 | 25,000 | — | — | — | 412,000 | | Annual RSU | 3/4/25 | — | — | — | — | — | — | 150,000 | — | — | 3,708,000 | | Modified Option | 11/23/22 | — | — | — | — | — | — | — | — | — | 5,018,507 | | Modified Option | 11/27/23 | — | — | — | — | — | — | — | — | — | 425,007 | | Modified RSU | 11/23/22 | — | — | — | — | — | — | — | — | — | 1,708,285 | | Modified RSU | 8/19/24 | — | — | — | — | — | — | — | — | — | 1,874,075 | | Modified RSU | 3/4/25 | — | — | — | — | — | — | — | — | — | 1,497,375 | | Cash Bonus | | 188,694 | 377,389 | 518,909 | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025
| | EXECUTIVE COMPENSATION |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025
| 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(2) | | | | | | | | | | 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 ($)(3) | | Felix Thé | | | | | | | | | | | | | Annual RSU | 3/4/25 | — | — | — | — | — | — | 150,000 | — | — | 3,708,000 | | Retention RSU | 4/21/25 | — | — | — | — | — | — | 150,000 | — | — | 2,887,500 | | Retention RSU | 12/16/25 | — | — | — | — | — | — | 62,500 | — | — | 2,785,625 | | Cash Bonus | | 133,151 | 266,301 | 366,164 | — | — | — | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025
1.These columns set forth the threshold, target, and maximum annual cash bonus amounts that could be earned by each NEO 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 NEO’s base salary earned for 2025. The threshold annual cash bonus opportunities set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Threshold” represent amounts that the NEOs would have received if the Adjusted EBITDA gate had been met and the revenue target was achieved at minimum and individual performance factors were achieved at 0%. The maximum annual cash bonuses opportunities set forth in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards—Maximum” column represent 137.5% of the target cash bonus opportunities. The dollar value of the actual bonus award earned for 2025 for each NEO 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 NEOs for 2025. For a description of the Cash Incentive Bonus Plan, see “Compensation Discussion and Analysis—Fiscal Year 2025 Executive Compensation Program—Cash Incentive Bonus Plan” above. 2.Amounts in the “Estimated Possible Future Payouts Under Equity Incentive Plan Awards” columns relate to estimated payout opportunities of the first of three annual tranches of the PSUs granted on March 4, 2025. The amounts shown in the Threshold column reflect the PSUs if the minimum revenue metric and Adjusted EBITDA Less SBC Margin metric are met and are 50% of the amounts shown under the Target column. The amounts shown in the Target column reflect the PSUs that would be earned if the revenue metric and Adjusted EBITDA Less SBC Margin metric are satisfied at target. The amounts shown in the Maximum column reflect the PSUs if the maximum revenue metric and Adjusted EBITDA Less SBC Margin metric are met and are 150% of the amounts shown under the Target column. The PSUs will vest upon the HCCC’s final certification of the achievement of performance goals following the completion of the three- year performance period, subject to continued service to us. The PSUs are discussed more fully in “Compensation Discussion and Analysis—Fiscal Year 2025 Executive Compensation Program—PSU Structure and Terms” above. 3.The amounts reported in this column represent the (a) aggregate grant date fair value of RSUs or PSUs granted to each such officer during the fiscal year ended December 31, 2025 under our 2020 Plan computed in accordance with ASC 718, with PSUs represented at probable performance levels as of the grant date, and (b) in the case of Ms. Gupta, the incremental stock-based compensation expense the Company recognized in connection with the modification of her equity awards pursuant to the terms of her resignation and transition agreement, as described under “Agreements With Our Named Executive Officers—Resignation and Transition Agreement with Anirma Gupta.” These amounts reflect our calculation of the value of these awards, in accordance with ASC 718, and do not necessarily correspond to the actual value that may ultimately be realized by our NEOs. For Ms. Gupta, the value in this column also represents incremental stock-based compensation expense the Company recognized in connection with the continued vesting of her equity awards. 4.Because the annual performance targets for the 2025 PSUs are set at the start of each single-year performance period, the amount represents the first of three portions of the PSUs granted on March 4, 2025, consistent with the requirements of ASC 718, for which the grant date fair value was established on March 4, 2025. The shares earned from these awards are scheduled to vest in the first quarter of 2028.
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025
| | EXECUTIVE COMPENSATION |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END The following table shows for the year ended December 31, 2025, certain information regarding outstanding equity awards at year end for our NEOs.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END
| Name | Grant Date | Vesting Commenceme nt Date | Total Number of Shares Subject to the Award at Grant Date | Option Awards(1) | | | | | Stock Awards(2) | | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of securities underlying unexercised 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) (#) | | Matthew Bromberg | 5/15/2024(4) | 5/15/2024 | 1,000,000 | 255,000 | 625,000 | — | $22.38 | 5/15/2034 | — | — | — | — | | | 5/15/2024(5) | 5/15/2024 | 1,000,000 | 250,000 | — | 750,000 | $22.38 | 5/15/2034 | — | — | — | — | | | 5/15/2024(6) | 5/15/2024 | 1,036,055 | — | — | — | — | — | 777,042 | 34,321,945 | — | — | | | 3/4/2025(7) | 11/25/2024 | 319,829 | — | — | — | — | — | 239,872 | 10,595,146 | — | — | | | 3/4/2025(8) | 3/4/2025 | 106,609 | — | — | — | — | — | | | 53,304 | 2,354,438 | | Jarrod Yahes | 1/1/2025(9) | 1/1/2025 | 538,116 | — | — | — | — | — | 448,431 | 19,807,197 | — | — | | | 3/4/2025(7) | 11/25/2024 | 130,264 | — | — | — | — | — | 97,698 | 4,315,321 | — | — | | | 3/4/2025(8) | 3/4/2025 | 43,421 | — | — | — | — | — | — | — | 21,711 | 958,975 | | Alexander Blum | 7/8/2024(5) | 7/8/2024 | 340,000 | 170,000 | — | 170,000 | $16.15 | 7/8/2034 | — | — | — | — | | | 7/8/2024(6) | 7/8/2024 | 437,572 | — | — | — | — | — | 300,831 | 13,287,705 | — | — | | | 11/1/2024(10) | 11/1/2024 | 59,555 | — | — | — | — | — | 44,667 | 1,972,941 | — | — | | | 11/1/2024(11) | 11/1/2024 | 39,703 | 10,752 | 28,951 | — | $20.83 | 11/1/2034 | — | — | — | — | | | 3/4/2025(7) | 11/25/2024 | 225,000 | — | — | — | — | — | 168,750 | 7,453,688 | — | — | | | 3/4/2025(8) | 3/4/2025 | 75,000 | — | — | — | — | — | — | — | 37,500 | 1,656,375 | | Anirma Gupta | 11/23/2022(12) | 11/23/2022 | 342,257 | 7,130 | 78,437 | — | $36.17 | 11/23/2032 | — | — | — | — | | | 11/23/2022(6) | 11/23/2022 | 342,257 | — | — | — | — | — | 85,565 | 3,779,406 | — | — | | | 11/27/2023(13) | 11/22/2023 | 66,291 | — | 33,146 | — | $28.13 | 11/27/2033 | — | — | — | — | | | 11/27/2023(13) | 11/22/2023 | 99,436 | — | — | — | — | — | 49,718 | 2,196,044 | — | — | | | 8/19/2024(14) | 2/25/2024 | 187,734 | — | — | — | — | — | 140,801 | 6,219,180 | — | — | | | 3/4/2025(7) | 11/25/2024 | 150,000 | — | — | — | — | — | 112,500 | 4,969,125 | — | — | | | 3/4/2025(8) | 3/4/2025 | 50,000 | — | — | — | — | — | — | — | 25,000 | 1,104,250 | | Felix Thé | 3/13/2019(15) | N/A | 6,769 | 2,838 | — | — | $8.95 | 3/12/2029 | — | — | — | — | | | 11/18/2019(15) | N/A | 21,396 | 17,544 | — | — | $15.26 | 11/17/2029 | — | — | — | — | | | 3/6/2020(15) | N/A | 18,750 | 18,750 | — | — | $17.67 | 3/5/2030 | — | — | — | — | | | 3/2/2021(15) | N/A | 11,307 | 11,307 | — | — | $108.10 | 3/2/2031 | — | — | — | — | | | 12/2/2021(11) | 10/18/2021 | 4,500 | 4,500 | — | — | $152.34 | 12/2/2031 | — | — | — | — | | | 3/4/2022(11) | 3/4/2022 | 28,974 | 28,974 | — | — | $89.01 | 3/4/2032 | — | — | — | — | | | 10/20/2022(10) | 8/1/2022 | 87,989 | — | — | — | — | — | 16,498 | 728,717 | — | — | | | 3/7/2023(11) | 3/7/2023 | 34,532 | 23,740 | 10,792 | — | $29.33 | 3/7/2033 | — | — | — | — | | | 3/7/2023(10) | 3/7/2023 | 34,532 | — | — | — | — | — | 10,792 | 476,683 | — | — | | | 10/17/2023(13) | 10/1/2023 | 67,500 | — | — | — | — | — | 33,750 | 1,490,738 | — | — | | | 12/5/2023(10) | 11/22/2023 | 67,911 | — | — | — | — | — | 33,956 | 1,499,837 | — | — | | | 7/3/2024(10) | 7/1/2024 | 193,610 | — | — | — | — | — | 145,208 | 6,413,837 | — | — | | | 3/4/2025(7) | 11/25/2024 | 150,000 | — | — | — | — | — | 112,500 | 4,969,125 | — | — | | | 4/21/2025(7) | 11/25/2024 | 150,000 | — | — | — | — | — | 112,500 | 4,969,125 | — | — | | | 12/16/2025(10) | 11/25/2025 | 62,500 | — | — | — | — | — | 62,500 | 2,760,625 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END
1.All of the option awards were granted under the 2009 Stock Plan, 2019 Stock Plan, or the 2020 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.”
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END
| | EXECUTIVE COMPENSATION |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END
2.All RSUs and PSUs were granted under the 2020 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 $44.17, which was the closing price of our common stock on December 31, 2025. 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. On September 5, 2025, the stock price hurdle for the first vesting tranche was satisfied after the volume weighted average trading price of the Company’s common stock exceeded $35.00 for a period of 60 consecutive calendar days. The number of PSOs earned was 250,000 for Mr. Bromberg and 170,000 for Mr. Blum. 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.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 November 25, 2025, subject to continued service through each vesting date. 8.Represents unearned shares under the PSU awards granted on March 4, 2025. Based on guidance provided by the SEC, for purposes of reporting awards in the Outstanding Equity Awards at 2025 Fiscal Year End table, the number of shares for each award has been presented based on the next higher performance measure that exceeds actual performance as of 2025 year end. The amounts shown include only shares equal to the one-third of the award for which performance targets have been established. 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. In February 2026, the HCCC certified a weighted average Performance Attainment Factor of 104.75% for the first year (2025) of the performance period. See “—PSU Structure and Terms” for more information on the 2025 PSUs. 9.The total shares subject to this award shall vest over a period of four years with 12.5% of the total shares subject to the award vesting on the first Quarterly Installment Date that occurs at least six months 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. 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 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. 12.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. 13.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. This award is subject to acceleration upon death. 14.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. 15.Fully vested.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2025 YEAR-END
| | EXECUTIVE COMPENSATION |
OPTIONS EXERCISED AND STOCK VESTED IN 2025
OPTIONS EXERCISED AND STOCK VESTED IN 2025 The following table shows for the year ended December 31, 2025, certain information regarding options exercised and stock vested for the NEOs.
OPTIONS EXERCISED AND STOCK VESTED IN 2025
| | 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 | 120,000 | 2,118,516 | 338,970 | 8,699,931 | | Jarrod Yahes | — | — | 122,251 | 4,939,129 | | Alexander Blum | — | — | 207,879 | 8,239,990 | | Anirma Gupta | 289,835 | 4,158,443 | 243,258 | 7,114,856 | | Felix Thé | — | — | 196,255 | 6,660,093 |
OPTIONS EXERCISED AND STOCK VESTED IN 2025
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 2025, 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, 2025, each of our then-serving NEOs were eligible for severance benefits pursuant to, the applicable Executive Severance Plan, as defined and further described above under “Agreements with Our Named Executive Officers— Executive Severance Agreements and Change in Control Benefits.” In addition, each of our 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 NEO as of the end of the year ending December 31, 2025. For a description of the amounts Ms. Gupta is eligible to receive in connection with her separation 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, 2025 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
| | 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 Acceleration ($)(5) | Total ($) | Equity Acceleration ($)(2) | | Matthew Bromberg | 1,700,000 | 28,404 | 79,587,261 | 81,315,665 | 1,700,000 | 28,404 | 14,633,960 | 16,362,364 | 63,244,761 | | Jarrod Yahes | — | — | 1,917,906 | 1,917,906 | — | — | — | — | 13,979,165 | | Alexander Blum | 971,250 | 20,705 | 26,702,801 | 27,694,756 | 693,750 | 10,353 | — | 704,103 | 26,702,801 | | Anirma Gupta(6) | — | — | — | — | 634,375 | 17,780 | — | 652,155 | — | | Felix Thé | 720,000 | 28,752 | 23,468,839 | 24,217,591 | 495,000 | 14,376 | — | 509,376 | 23,468,839 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
1.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, 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. Yahes was not entitled to any severance benefits at year end under the Executive Severance Plan because he had not yet been employed for one year, however he was entitled to (i) accelerated vesting of the PSUs upon (i) a Qualified Termination Event occurring in connection with a change in control of the Company and (ii) a termination due to death or disability, each provided pursuant to the terms of the 2025 PSU award agreement. 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 and PSO 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 $44.17, the closing price of our common stock on December 31, 2025, and the exercise prices of the accelerated stock options, if less than $44.17, and the value of accelerated RSU awards is calculated by multiplying the number of shares subject to acceleration by $44.17. The amount reported in this column also includes the value of all outstanding and unvested PSUs which upon the death of a NEO shall immediately vest based on (i) actual performance with respect to any Performance Period for which the applicable Performance Attainment Factors have been certified by the HCCC as of the date of death, and (ii) Target Performance with respect to any Performance Period for which the Performance Attainment Factors have not been so certified. 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, 2025. 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
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | EXECUTIVE COMPENSATION |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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 Mr. Blum and Mr. Thé, and (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. Mr. Yahes was not entitled to any severance benefits at year end under the Executive Severance Plan because he had not yet been employed for one year. 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 Mr. Blum and Mr. Thé, and (ii) 12 months in either scenario for Mr. Bromberg. Mr. Yahes was not entitled to any severance benefits under the executive Severance Plan at year end because he had not yet been employed for one year. 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 Mr. Blum and Mr. Thé, and (ii) 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 $44.17, the closing price of our common stock on December 31, 2025, and the exercise prices of the accelerated stock options, if less than $44.17, and the value of accelerated RSU awards is calculated by multiplying the number of shares subject to acceleration by $44.17. The amount reported in this column does 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, 2025 (and a per-share transaction price of $44.17). 6.Represents the amounts Ms. Gupta will receive on May 15, 2026 pursuant to her Transition Agreement, as described above in the section titled “Resignation and Transition Agreement with Anirma Gupta.” Ms. Gupta is entitled to an extension of the post-termination exercise period of her vested stock options outstanding on the Termination Date until the earliest to occur of (i) three years following the Termination Date, (ii) the applicable expiration date of the applicable award, or (iii) such earlier date as provided for under the applicable equity plan, subject to certain conditions described in the Transition Agreement.
CEO PAY RATIO
CEO PAY RATIO In accordance with SEC rules, the Company is providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (the “Ratio”). For 2025, the annual total compensation of our CEO, as reported in the “2025 Summary Compensation Table,” is $10,574,243. The median of the annual total compensation of all our employees is $147,818. Therefore, the Ratio calculated in accordance with Item 402(u) of Regulation S-K is approximately 72 to 1. In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with SEC executive compensation disclosure rules. This calculation is the same calculation used to determine the total compensation for purposes of the “2025 Summary Compensation Table” with respect to each of our NEOs. Identification of Median Employee In 2025 we continued to reduce our employee workforce and wind down certain non-strategic businesses. Given these circumstances, we selected a new median employee. We identified the new median employee this fiscal year using the same methodology we used to identify last year’s median employee. •We collected compensation data from our human resources system of record for 1,020 U.S. employees and 3,012 non- U.S. employees, excluding our CEO, whether employed on a full-time or part-time basis as of December 31, 2025. •We applied an exchange rate used in our human resources system of record as of December 31, 2025, to convert all international currencies into U.S. dollars. •We used target total compensation as of December 31, 2025, as our consistently applied compensation measure. Target total compensation consists of (1) the applicable annual base salary level in effect as of December 31, 2025 and (2) the annual target cash incentive bonus or commission amount payable for service in 2025, and (3) the grant value of equity compensation awarded in 2025. Comparability The Ratio presented above is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record. Since the SEC rules for identifying the median employee and calculating the pay ratio allow
CEO PAY RATIO
| | EXECUTIVE COMPENSATION |
CEO PAY RATIO
companies to use different methodologies, exceptions, estimates and assumptions, the pay ratio reported by other companies may not be comparable to the pay ratio presented above.
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 Compensatio n Actually Paid for Non-PEO NEOs(5) ($) | TSR(6) ($) | S&P 500 Tech(7) ($) | Net Income (Loss)(8) ($) | Revenue (9) ($) | | (a) | (b) | | | (c) | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | — | — | 10,574,243 | — | — | 64,717,402 | 12,343,822 | 25,998,243 | 29 | 198 | (401,493) | 1,849,648 | | 2024 | — | 5,507,666 | 52,147,152 | — | 2,022,686 | 53,028,703 | 9,758,994 | (10,681,297) | 15 | 160 | (664,287) | 1,813,255 | | 2023 | 27,130,731 | 6,194,881 | — | 13,547,993 | 8,432,881 | — | 9,064,060 | 18,648,904 | 27 | 118 | (826,322) | 2,187,317 | | 2022 | 11,805,430 | — | — | (213,136,090) | — | — | 21,787,435 | (3,571,284) | 19 | 76 | (919,488) | 1,391,024 | | 2021 | 12,501,471 | — | — | (17,400,715) | — | — | 17,015,624 | 10,716,783 | 93 | 106 | (532,607) | 1,110,526 |
PAY VERSUS PERFORMANCE
*Total Shareholder Return is shown as “TSR” in the table above. 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 | | 2025 | Matthew Bromberg | Jarrod Yahes, Alexander Blum, Anirma Gupta, Felix Thé | | 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 |
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. Bromberg’s total compensation for 2025 to determine the CAP.
PAY VERSUS PERFORMANCE
| | EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE
| PEO "CAP" Calculation Detail | | | | Bromberg | | | 2025 | | SCT Total Compensation | $10,574,243 | | Aggregate SCT Reported Equity Compensation (-)(a) | $(8,784,631) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+)(b) | $15,527,739 | | Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-)(b) | $39,554,436 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+)(b) | $3,404,569 | | Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-)(b)(iv) | $4,441,046 | | CAP | $64,717,402 |
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 2025. 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. 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 2025 to determine the CAP, using the same methodology described above in Note 3:
PAY VERSUS PERFORMANCE
| Average Non-PEO NEOs CAP Calculation Detail | | | | 2025 | | SCT Total Compensation | $12,343,822 | | Aggregate SCT Reported Equity Compensation (-) | ($11,468,439) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $14,259,180 | | Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $5,934,478 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $3,056,600 | | Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | $1,872,602 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 | | Value of Dividends Paid not Otherwise Reflected in Fair Value Determination or Total Compensation (+) | $0 | | CAP | $25,998,243 |
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. 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. Total revenue, as reflected in our audited financial statements, was our Company-selected measure for 2025. Relationship Disclosures Our HCCC 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
PAY VERSUS PERFORMANCE
| | EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE
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. 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. 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 Margin; •Adjusted EBITDA Less SBC Margin; and •Revenue. 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.
PAY VERSUS PERFORMANCE
| | EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE
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.