DEF 14A of Pattern Group Inc.
Filed Apr 1, 2026 · FY20250001811935-26-000024
Class I Directors and Nominees for Terms Expiring in 2029
Class I Directors and Nominees for Terms Expiring in 2029 The nominees for election to the Board this year as Class I directors, each for a three-year term, are Scott Hilton and Ann Mather. At the Annual Meeting, our stockholders will cast their votes for each of Scott Hilton and Ann Mather to be elected as a director with a term to expire at the 2029 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal.
Class I Directors and Nominees for Terms Expiring in 2029
| | Scott Hilton has served as a member of our Board since January 2023. Scott Hilton has served as a member of our Board since January 2023. Mr. Hilton served as the chief executive officer of Wonder, an ecommerce food company, from December 2019 to January 2023. Mr. Hilton served as Walmart’s chief revenue officer of U.S. eCommerce from January 2017 to May 2019 and as chief revenue officer for the ecommerce company Jet.com from July 2014 to January 2017. Mr. Hilton holds a Bachelor of Science degree in Physics and Mathematics from the University of Puget Sound, a Master of Engineering degree in Engineering Physics from Cornell University, and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Hilton should serve as a director considering our business were his proven business and leadership skills and extensive experience in the ecommerce and consumer goods industries. | | | | | As a result of his experiences, Mr. Hilton possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, business growth and transformation, finance or accounting, governance, risk management, mergers and acquisitions, operations, supply chain, marketplace management, information security, technology, human capital management, and ESG. |
Class I Directors and Nominees for Terms Expiring in 2029
| 12 | Pattern Group |
Class I Directors and Nominees for Terms Expiring in 2029
| Table of Contents | Proposal 1 |
Class I Directors and Nominees for Terms Expiring in 2029
| | Ann Mather has served as a member of our Board since June 2025. Ann Mather has served as a member of our Board since June 2025. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology and media companies, particularly public companies, overseeing and assessing company performance. Ms. Mather has served as a member of the board of directors of Netflix, Inc. (NASDAQ: NFLX), a streaming media company, since 2010 and has served as a member of the board of directors of Bumble, Inc. (NASDAQ: BMBL), an online dating and social networking company, since March 2020 and as the chair of the board of directors since March 2025. Ms. Mather also serves on the board of directors of Avanci, LLC, a patent licensing company, Veem Inc., a payment service provider, Color Health, Inc., an essential healthcare service provider, Aible, Inc., an enterprise AI solutions provider, and Genesys Inc., a software company. Ms. Mather previously served on the board of directors of Shutterfly, Inc., a photography and image-sharing company from 2013 to 2019, Glu Mobile Inc. (NASDAQ: GLUU), a publisher of mobile games from 2005 to 2021, Airbnb, Inc. (NASDAQ: ABNB), a vacation rental online marketplace company from 2018 to 2021, Arista Networks, Inc. (NYSE: ANET), a computer networking company from 2013 to 2022, Alphabet Inc. (NASDAQ: GOOG) from 2005 to 2023 and Blend Labs, Inc. (NYSE: BLND), a financial services software company, from 2019 to 2024. She has also been an independent trustee to the board of trustees of Dodge & Cox Funds, a mutual fund, since May 2011. From September 1999 to April 2004, Ms. Mather was executive vice president and chief financial officer of Pixar, a computer animation film studio. Prior to her service at Pixar, she was executive vice president and chief financial officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ms. Mather holds a Master of Arts degree from the University of Cambridge, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Mather should serve as a director considering our business included her extensive leadership experience at publicly traded companies. | | | | | As a result of her experiences, Ms. Mather possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, customer experience, business growth and transformation, finance or accounting, legal and regulatory, risk management, mergers and acquisitions, operations, supply chain, international, information security, cybersecurity, artificial intelligence and machine learning, technology, and ESG. |
Class I Directors and Nominees for Terms Expiring in 2029
Each of Scott Hilton and Ann Mather has consented to serve as a director for three years if elected at the Annual Meeting.
Class I Directors and Nominees for Terms Expiring in 2029
| 2026 Proxy Statement | 13 |
Class I Directors and Nominees for Terms Expiring in 2029
| Proposal 1 | Table of Contents |
Class I Directors and Nominees for Terms Expiring in 2029
The plurality of the votes properly cast on the election of directors is required to elect each nominee.
Class I Directors and Nominees for Terms Expiring in 2029
| | Recommendation of the Board of Directors The Board unanimously recommends that the stockholders vote ‘‘FOR’’ each nominee. |
Class II Directors (Terms Expiring 2027)
Class II Directors (Terms Expiring 2027)
Class II Directors (Terms Expiring 2027)
| | John Bailey has served as a member of our Board since September 2021. John Bailey has served as a member of our Board since September 2021. Mr. Bailey is the founder of Knox Lane, an investment firm focused on the consumer and technology-enabled services sectors, and has served as its managing partner since August 2019. Mr. Bailey previously served as the president and chief financial officer of e.l.f. Beauty, Inc. (NYSE: ELF), a multi-brand beauty company, from August 2015 to March 2019, and served as its lead board member from January 2014 to August 2015. Prior to that, Mr. Bailey served as a partner for TPG Growth, TPG’s middle-market buyout and growth equity arm. Mr. Bailey currently serves and/or has previously served as a director of several portfolio companies of Knox Lane and TPG. Mr. Bailey holds a Bachelor of Business Administration degree in Finance/Accounting from the University of Michigan Business School. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Bailey should serve as a director considering our business were his proven financial and leadership skills and extensive experience in both the consumer products and services and tech-enabled services industries, including executive and director functions at a publicly traded company. | | | | | As a result of his experiences, Mr. Bailey possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, business growth and transformation, finance or accounting, legal/regulatory, governance, compliance, capital markets, international business, marketplace management, cybersecurity, artificial intelligence, digital transformation, ecommerce, human capital management, and ESG. |
Class II Directors (Terms Expiring 2027)
| 14 | Pattern Group |
Class II Directors (Terms Expiring 2027)
| Table of Contents | Proposal 1 |
Class II Directors (Terms Expiring 2027)
| | Susan Taylor has served as a member of our Board since May 2025. Susan Taylor has served as a member of our Board since May 2025. Ms. Taylor previously served as chief accounting officer of Meta Platforms, Inc. (NASDAQ: META), a social media and technology company, from April 2017 until June 2023. From 2012 to 2017, Ms. Taylor served as vice president, controller and chief accounting officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the vice president, controller and chief accounting officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the senior director, accounting policy of Yahoo! Inc. (“Yahoo!”). Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers, an accounting firm, in various accounting roles. Ms. Taylor has served as a member of the board of directors of Everpure (formerly Pure Storage) (NYSE: PSTG), a data storage company, since October 2018, where she serves on the audit and compensation committees. Ms. Taylor has served as a member of the board of directors of KLA Corporation (NASDAQ: KLAC), an equipment and service provider, since May 2025, where she serves on the audit committee. Ms. Taylor holds a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Taylor should serve as a director considering our business were her extensive financial experience and leadership functions at publicly traded companies. | | | | | As a result of her experiences, Ms. Taylor possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, business growth and transformation, finance or accounting, legal/regulatory, governance, risk management, mergers and acquisitions, operations, supply chain, international business, cybersecurity, privacy, artificial intelligence, machine learning, technology, human capital management, and ESG. |
Class II Directors (Terms Expiring 2027)
| 2026 Proxy Statement | 15 |
Class II Directors (Terms Expiring 2027)
| Proposal 1 | Table of Contents |
Class III Directors (Terms Expiring 2028)
Class III Directors (Terms Expiring 2028)
Class III Directors (Terms Expiring 2028)
| | David Wright is a co-founder and has served as our Chief Executive Officer and member of our Board since our inception in November 2018, and as Chairman of the Board since September 2025. David Wright has served as a member of Pattern Inc.’s board of directors since January 2013. From 2004 to 2015, Mr. Wright held various roles within a large non-profit organization, including director of enterprise information management and database team manager. Mr. Wright holds a Bachelor of Science degree in Accounting and an equivalency certificate for a Bachelor of Science degree in Information Systems Management from Brigham Young University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Wright should serve as a director considering our business were his extensive knowledge of our Company and our business, his experience building and leading our Company and his perspective into corporate matters as our Chief Executive Officer. | | | | | As a result of his experiences, Mr. Wright possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, finance or accounting, business growth and transformation, governance, risk management, mergers and acquisitions, operations, supply chain, international business, marketplace management, information security or cybersecurity, artificial intelligence, machine learning, technology, and human capital management. |
Class III Directors (Terms Expiring 2028)
| 16 | Pattern Group |
Class III Directors (Terms Expiring 2028)
| Table of Contents | Proposal 1 |
Class III Directors (Terms Expiring 2028)
| | Melanie Alder is a co-founder and has served as a member of our Board since our inception in November 2018. Melanie Alder has served as a member of Pattern Inc.’s board of directors since January 2013. Ms. Alder served as our Chief Operating Officer from January 2013 to May 2018, Chief Investment Officer from May 2018 to February 2024, our Corporate Secretary from November 2018 to September 2025, and Chief Strategy Officer since February 2024. Ms. Alder holds a Bachelor of Science degree in Family Science from Brigham Young University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Alder should serve as a director considering our business were her extensive knowledge of our Company and our business, her experience building and leading our Company and her perspective into our operations, strategic planning and revenue growth. | | | | | As a result of her experiences, Ms. Alder possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, strategic planning, marketing, brand, product, customer experience, business growth and transformation, governance, risk management, mergers and acquisitions, operations, supply chain, international business, marketplace management, artificial intelligence, machine learning, technology, and human capital management. |
Class III Directors (Terms Expiring 2028)
| 2026 Proxy Statement | 17 |
Class III Directors (Terms Expiring 2028)
| Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm |
Identification and Evaluation of Nominees for Director
Identification and Evaluation of Nominees for Director The Nominating and Corporate Governance Committee believes that the current Board composition is serving the stockholders of the Company well. The Nominating and Corporate Governance Committee may consider without limitation candidates who are recommended by its members, by other Board members, by stockholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. Candidates may be evaluated at regular or special meetings of the Board, and may be considered at any point during the year. Stockholders may propose director candidates for general consideration by the Nominating and Corporate Governance Committee by submitting in proper written form the individual’s name, qualifications, and biographical information. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria applicable to the evaluation of candidates proposed by directors or management. The Nominating and Corporate Governance Committee has not approved any nominee for inclusion on our proxy card for the Annual Meeting other than Mr. Hilton and Ms. Mather. For a stockholder’s notice to be timely under our Bylaws for our 2026 Annual Meeting, it must be received by our Corporate Secretary at our principal executive offices not later than 5:00 p.m. Mountain Time on the later of the ninetieth (90th) day prior to the scheduled date of our Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such Annual Meeting is first made. To date, the Corporate Secretary has not received a recommended nominee from a security holder that beneficially owned more than 5% of the Company’s voting stock for at least one year as of the date the recommendation was made, or from a group of security holders that beneficially owned, in the aggregate, more than 5% of the Company’s voting stock, with each of the securities used to calculate that ownership held for at least one year as of the date the recommendation was made.
Information Regarding Director Nominees
Information Regarding Director Nominees For certain information regarding the nominees for election, see ‘‘Proposal 1—Election of Directors.’’
Information Regarding Director Nominees
| 38 | Pattern Group |
Information Regarding Director Nominees
| Compensation Committee Interlocks and Insider Participation |
Information Regarding Director Nominees
The members of the Compensation Committee during 2025 were Mr. Hilton, who served as chair, and Mr. Bailey. During 2025:
Information Regarding Director Nominees
| | None of the members of the Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries; |
Information Regarding Director Nominees
| | None of the members of the Compensation Committee had any relationship requiring disclosure by the Company under any paragraph of Item 404 of Regulation S-K; and |
Information Regarding Director Nominees
| | None of the Company’s executive officers served on the Compensation Committee (or other Board committee performing equivalent functions), or as a member of the board of directors of another entity, one of whose executive officers served on our Board or Compensation Committee (or other Board committee performing equivalent functions). |
Information Regarding Director Nominees
| 2026 Proxy Statement | 39 |
Information Regarding Director Nominees
| Compensation Discussion and Analysis |
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
| | | | | | | Total | | | Name & Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | All Other Compensation ($) | With All Cancelled Stock Awards ($) | Without Any Cancelled Stock Awards ($) | | David Wright(3) Co-Founder; Chairman of the Board; Chief Executive Officer (Principal Executive Officer) | 2025 | 835,000 | | 43,517,460(4) | 488 | 44,352,948(4) | 835,488 | | | 2024 | 654,375 | | 4,822,500 | — | 5,476,875 | 5,476,875 | | | 2023 | 580,000 | | — | 11,640 | 591,640 | 591,640 | | Jason Beesley(5) Chief Financial Officer (Principal Financial Officer) | 2025 | 731,000 | 500,000 | 12,278,488 | 2,925 | 13,512,413 | 13,512,413 | | | 2024 | 634,750 | | 344,078 | — | 978,828 | 978,828 | | | 2023 | 500,000 | | 1,011,000 | — | 1,511,000 | 1,511,000 | | Melanie Alder(6) Co-Founder; Chief Strategy Officer | 2025 | 300,000 | | — | 12,000 | 312,000 | 312,000 | | | 2024 | 243,333 | | 1,607,500 | 9,733 | 1,860,566 | 1,860,566 | | | 2023 | 220,000 | | — | 8,800 | 228,800 | 228,800 |
Summary Compensation Table for Fiscal Year 2025
1.Ms. Alder’s annual base salary reflects pro-rationing due to her reduced-hour employee status during the applicable fiscal years.
Summary Compensation Table for Fiscal Year 2025
| 56 | Pattern Group |
Summary Compensation Table for Fiscal Year 2025
| Table of Contents | Compensation Tables and Narratives |
Summary Compensation Table for Fiscal Year 2025
2.Amounts shown are the aggregate grant date fair value of the RSUs granted to the NEOs, determined in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the NEOs upon vesting of the RSUs or any sale of the underlying shares. During fiscal years 2023, 2024 and 2025, Mr. Wright, Ms. Alder and Mr. Beesley were granted RSUs that were subject to both service-based and liquidity-based vesting conditions. The grant date fair value of RSUs granted in fiscal years 2023, 2024 and 2025 reported in the table above assumes achievement of the liquidity-based vesting condition and therefore the grant date fair value, calculated in accordance with FASB ASC Topic 718, in the table is based on maximum achievement of the performance conditions, which is the same as the grant date fair value, calculated in accordance with FASB ASC Topic 718, based on probable achievement of the performance conditions. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 12 to our financial statements included in our 2025 Form 10-K for the fiscal year ended December 31, 2025. 3.Mr. Wright is our Co-Founder, Chairman of the Board, CEO, and Principal Executive Officer. Amounts shown in ‘‘All Other Compensation’’ in fiscal year 2025 for Mr. Wright include $488 in premiums paid by the Company for long-term disability insurance. 4.For Mr. Wright, the amount shown in “Stock Awards” for fiscal year 2025 represents the aggregate grant date fair value of the Milestone RSUs that were granted on February 11, 2025, the calculation of which is described in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation.” Such Milestone RSUs were subsequently cancelled in August 2025 before any performance conditions were achieved. The amount shown in “Total With All Cancelled Stock Awards” includes the grant date fair value of the cancelled Milestone RSUs and the amount shown in “Total Without Any Cancelled Stock Awards” excludes the grant date fair value of the cancelled Milestone RSUs. 5.Mr. Beesley is our CFO and PFO. Amount shown in “Bonus” in fiscal year 2025 represents a discretionary, cash bonus paid to Mr. Beesley for his individual contributions and efforts in successfully completing our initial public offering in September 2025. Amounts shown in ‘‘All Other Compensation’’ in fiscal year 2025 for Mr. Beesley include $2,437 in 401(k) matching contributions and $488 in premiums paid by the Company for long term disability insurance. 6.Ms. Alder is our Co-Founder and Chief Strategy Officer. Amounts shown in ‘‘All Other Compensation’’ in fiscal year 2025 for Ms. Alder include $12,000 in 401(k) matching contributions.
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The following table presents information concerning grants of plan-based awards to each of the NEOs as of December 31, 2025.
Grants of Plan-Based Awards for Fiscal Year 2025
| | | All other Stock Awards; Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Equity Awards | | | Name | Grant Date | | With All Cancelled Stock Awards ($) | Without Any Cancelled Stock Awards ($) | | David Wright | February 11, 2025 | 8,813,161(2) | 43,517,460(2) | __ | | Jason Beesley | August 26, 2025 | 793,184(3) | 12,278,488(3) | 12,278,488(3) | | Melanie Alder | — | — | — | — |
Grants of Plan-Based Awards for Fiscal Year 2025
1.Represent RSUs that vest based on the satisfaction of both service-based and liquidity-based vesting conditions, which is described above under Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation and below in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table. 2.The amounts reported represent the aggregate grant date fair value of the Milestone RSUs granted to our Mr. Wright on February 11, 2025, the calculation of which is described in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation.” Such Milestone RSUs were subsequently cancelled in August 2025 before any performance conditions were achieved. The amount shown in “Grant Date Fair Value of Equity Awards With All Cancelled Stock Awards” includes the grant date fair value of the cancelled Milestone RSUs and the amount shown in “Grant Date Fair Value of Equity Awards Without Any Cancelled Stock Awards” excludes the grant date fair value of the cancelled Milestone RSUs.
Grants of Plan-Based Awards for Fiscal Year 2025
| 2026 Proxy Statement | 57 |
Grants of Plan-Based Awards for Fiscal Year 2025
| Compensation Tables and Narratives | Table of Contents |
Grants of Plan-Based Awards for Fiscal Year 2025
3.The amounts reported represent the aggregate grant date fair value of the RSUs granted to Mr. Beesley during fiscal year 2025, calculated in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by Mr. Beesley upon vesting of the RSUs or any sale of the underlying shares. During fiscal year 2025, Mr. Beesley was granted RSUs that are subject to both service-based and liquidity-based vesting conditions. The grant date fair value of RSUs granted in fiscal year 2025 reported in the table above assumes achievement of the liquidity-based vesting condition and therefore the grant date fair value, calculated in accordance with FASB ASC Topic 718, in the table is based on maximum achievement of the performance conditions, which is the same as the grant date fair value, calculated in accordance with FASB ASC Topic 718, based on probable achievement of the performance conditions. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs are set forth in Note 12 to our financial statements included in our 2025 Form 10-K for the fiscal year ended December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each NEO as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | David Wright | September 9, 2024 | September 1, 2024 | 187,500(3) | 2,163,750 | | Jason Beesley | April 13, 2023 | March 3, 2023 | 75,000(4) | 865,500 | | | May 10, 2024 | January 1, 2024 | 21,135(4) | 243,898 | | | August 26, 2025 | January 21, 2025 | 793,184(4) | 9,153,343 | | Melanie Alder | September 9, 2024 | September 1, 2024 | 62,500(3) | 721,250 |
Outstanding Equity Awards at 2025 Fiscal Year-End
1.Each equity award is subject to the terms of our 2019 Plan. The equity awards are subject to certain acceleration of vesting provisions pursuant to the Severance Plan (or, in the case of Mr. Beesley’s equity awards granted prior to our initial public offering in September 2025, subject to certain acceleration of vesting provisions pursuant to his offer letter). None of our NEOs have received any stock options. 2.Amounts are calculated by multiplying the number of RSUs shown in the table by closing market price of a share of our Series A common stock on December 31, 2025, which was $11.54. 3.The RSUs are subject to vesting based on the satisfaction of both a service-based vesting condition and a liquidity-based vesting condition. The service-based vesting condition is satisfied as follows: 50% of the RSUs satisfy such condition on the first anniversary of the vesting commencement date and the remaining 50% of the RSUs satisfy such condition on the second anniversary of the vesting commencement date, subject to the NEO’s continued service with us on each applicable date. The liquidity-based condition is satisfied on the earlier of our change in control, as defined in the applicable award agreement, or the effective date of a registration statement filed by us under the Securities Act for the sale of our Series A common stock, in each case prior to the expiration date. The liquidity-based condition was satisfied by our initial public offering in September 2025. 4.The RSUs are subject to vesting based on the satisfaction of both a service-based vesting condition and a liquidity-based vesting condition. The service-based vesting condition is satisfied as follows: 25% of the RSUs satisfy such condition on the first anniversary of the vesting commencement date and the remaining 75% of the RSUs satisfy such condition in three (3) equal annual installments thereafter, subject to the NEO’s continued service with us on each applicable date. The liquidity-based vesting condition is satisfied on the earlier of our change in control, as defined in the applicable award agreement, or the effective date of a registration statement filed by us under the Securities Act for the sale of our Series A common stock, in each case prior to the expiration date. The liquidity-based condition was satisfied by our initial public offering in September 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| 58 | Pattern Group |
Outstanding Equity Awards at 2025 Fiscal Year-End
| Table of Contents | Compensation Tables and Narratives |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth the number of shares acquired and the value realized upon vesting of RSUs during the fiscal year ended December 31, 2025, by each of our NEOs. There were no stock options exercised in 2025.
Option Exercises and Stock Vested in Fiscal Year 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | David Wright | 187,500 | 2,625,000 | | Jason Beesley | 932,045 | 13,048,630 | | Melanie Alder | 62,500 | 875,000 |
Option Exercises and Stock Vested in Fiscal Year 2025
1.The value realized upon vesting of RSUs is calculated by multiplying the number of shares of RSUs vested by the market price on the vest date (or the preceding trading day if the vesting date was not a trading day).
Fiscal Year 2025 Pension Benefits
Fiscal Year 2025 Pension Benefits We did not offer any defined benefit pension plans for our employees in 2025.
Fiscal Year 2025 Nonqualified Deferred Compensation
Fiscal Year 2025 Nonqualified Deferred Compensation We did not offer any non-qualified deferred compensation arrangements for our employees in 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table The table below quantifies the potential payments and benefits that would have become due to our NEOs assuming that one of the triggering events below occurred as of December 31, 2025. The market price of a share of our Series A common stock on December 31, 2025 was $11.54.
Potential Payments Upon Termination or Change in Control Table
| 2026 Proxy Statement | 61 |
Potential Payments Upon Termination or Change in Control Table
| Compensation Tables and Narratives | Table of Contents |
Potential Payments Upon Termination or Change in Control Table
| Name | Change in Control (no termination of employment)(1) ($) | Termination Without Cause or for Good Reason not in connection with a Change in Control ($) | Termination upon Death, Disability or Voluntary Resignation not in connection with a Change in Control ($) | Termination upon Death, Disability, Without Cause or for Good Reason in connection with a Change in Control ($) | | David Wright(2) | | | | | | Cash Severance | __ | 835,000(3) | __ | 1,252,500(4) | | Benefits Continuation | __ | 20,316(5) | __ | 30,474(6) | | RSU Acceleration | __ | __ | __ | 2,163,750(7) | | Jason Beesley(2) | | | | | | Cash Severance | __ | 731,000(3) | __ | 731,000(4) | | Benefits Continuation | __ | 18,144(5) | __ | 18,144(6) | | RSU Acceleration | 10,262,741(8) | 5,131,371(9) | 2,565,685(10) | 10,262,741(7) | | Melanie Alder(2) | | | | | | Cash Severance | __ | 300,000(3) | __ | 300,000(4) | | Benefits Continuation | __ | 0(5) | __ | 0(6) | | RSU Acceleration | __ | __ | __ | 721,250(7) |
Potential Payments Upon Termination or Change in Control Table
1.Assumes that all outstanding equity awards were not assumed, continued or substituted by an acquirer or successor in such change in control. Under the 2025 Plan, in connection with a change in control, if outstanding equity awards are not assumed, continued or substituted by an acquirer or successor, then all time-based awards will become immediately vested and exercisable, as applicable, as of the effective time of the change in control. All awards outstanding on December 31, 2025 were granted under our 2019 Plan. 2.Under our Severance Plan, Mr. Wright is designated a “Tier 1” officer and Mr. Beesley and Ms. Alder are designated “Tier 2” officers. 3.Represents 12 months of the NEO’s base salary. 4.For Mr. Wright, represents the sum of (i) 18 months of base salary and (ii) 150% of target annual bonus opportunity in effect immediately prior to termination. For Mr. Beesley and Ms. Alder, represent the sum of (i) 12 months of base salary and (ii) 100% of target annual bonus opportunity in effect immediately prior to termination. The values include $0 for target annual bonus opportunity since the Company does not maintain a formal, short-term incentive program and the NEOs do not have target annual bonuses. 5.Represents 12 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the NEO as of the date of termination. 6.For Mr. Wright, represents 18 months of our contribution towards health insurance, based on our actual costs to provide health insurance to Mr. Wright as of the date of termination. For Mr. Beesley and Ms. Alder, represent 12 months of our contribution towards health insurance, based on our actual costs to provide health insurance to Mr. Beesley and Ms. Alder as of the date of termination. 7.Represents the value of acceleration of vesting of 100% of the NEO’s unvested and outstanding equity awards. 8.Represents the value of acceleration of vesting of 100% of Mr. Beesley’s RSUs that were granted before the initial public offering, of which 50% of the value will be paid in cash upon the closing of the change of control and the remaining 50% will be paid on the first anniversary of the closing of the change of control. 9.Represents, for Mr. Beesley’s RSUs that were granted before the initial public offering, the value of acceleration of vesting of 50% of his RSUs. 10.Represents the pro-rated value of acceleration of vesting of 25% of Mr. Beesley’s RSUs that were granted before the initial public offering, based on the number of months he was employed during the applicable 12-month period.
Potential Payments Upon Termination or Change in Control Table
| 62 | Pattern Group |
Potential Payments Upon Termination or Change in Control Table
| PEO Pay Ratio |
Potential Payments Upon Termination or Change in Control Table
| 22 to 1 PEO Pay Ratio (Without Any Cancelled Stock Awards) |
Potential Payments Upon Termination or Change in Control Table
Following is a description of the relationship of the total annual compensation of our median employee identified in 2025 under the below criteria (‘‘Median Employee’’), and the total annual compensation of our CEO and PEO, Mr. Wright. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules provide companies with significant flexibility in identifying the Median Employee and calculating the pay ratio, including flexibility to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio below may not be comparable with the pay ratios of other companies, even companies within our industry. For 2025, our last completed fiscal year: •the annual total compensation of our Median Employee was $38,120; •the annual total compensation of Mr. Wright, as reported in the Summary Compensation Table included in this Proxy Statement, in the column titled “Total Without Any Cancelled Stock Awards,” is $835,488. Based on this information, for 2025, the ratio of the annual total compensation of our PEO to the annual total compensation of our Median Employee is 22 to 1; and •the annual total compensation of Mr. Wright, as reported in the Summary Compensation Table included in this Proxy Statement, in the column titled “Total With All Cancelled Stock Awards,” is $44,352,948. Based on this information, for 2025, the ratio of the annual total compensation of our PEO to the annual total compensation of our Median Employee is 1,164 to 1. To identify the median of the annual total compensation of all our employees, and to determine the annual total compensation of the Median Employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows: We determined that, as of October 1, 2025, our employee population consisted of approximately 2,032 individuals working at Pattern Group Inc. and its consolidated subsidiaries, with 878, or 43.2%, of these individuals located in the United States, and the remaining 1,154, or 56.8%, located abroad in the countries set forth below. Because our non-U.S. employees account for more than 5% of our total employee population, we included all of our non-U.S. employees in our analysis. We used our existing internal payroll records to determine that non-U.S. employees accounted for more than 5% of our total employee population as of October 1, 2025. Our employee population is located in the below areas:
Potential Payments Upon Termination or Change in Control Table
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Potential Payments Upon Termination or Change in Control Table
| PEO Pay Ratio | Table of Contents |
Potential Payments Upon Termination or Change in Control Table
| Country | Approximate No. Employees on October 1, 2025 | | United States | 878 | | India | 809 | | China | 179 | | United Kingdom | 76 | | Australia | 37 | | Hong Kong | 18 | | United Arab Emirates | 14 | | Canada | 9 | | Germany | 4 | | Poland | 4 | | Serbia | 3 | | Singapore | 1 |
Potential Payments Upon Termination or Change in Control Table
To identify the ‘‘median employee’’ from our employee population, we used our internal records, which track annualized wages and salaries for all of our employees as well as additional pay components such as overtime, bonuses, commissions, and other benefits provided by the Company to determine the total compensation for each of our employees who were employed by the Company on October 1, 2025, excluding Mr. Wright. For our employees located abroad that were paid in a currency other than US Dollars, we converted their compensation into US Dollars using the exchange rate on October 1, 2025 (1 INR = $0.011275 USD; 1 CNY = $0.140449 USD; 1 GBP = $1.3474 USD; 1 AUD = $0.6605 USD; 1 HKD = $0.128515 USD; 1 AED=$0.2723 USD; 1 CAD = $0.716692 USD; 1 EUR = $1.1723 USD; 1 PLN = $0.2755 USD; 1 RSD = 0.0100 USD; 1 SGD = $0.776217 USD). No cost of living adjustments were made for non-U.S. employees to identify the median employee. We annualized pay for employees employed for less than a full fiscal year (e.g. new hires, employees on leave, etc.) but did not annualize pay for temporary or seasonal positions. Using this methodology, we determined that our Median Employee is a full-time, salaried employee located in Pune, India. Our Median Employee’s annual wages for the 12-month period ended December 31, 2025 were $40,928. With respect to the annual total compensation of our Median Employee, we identified and calculated the elements of such employee’s compensation for the year ended December 31, 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $38,120. The difference between such employee’s annual wages and the employee’s actual annual total compensation represents a difference of $2,808 paid to the employee due to the employee receiving a salary increase of approximately 12% on August 1, 2025, which the employee received for a partial year. With respect to the annual total compensation of Mr. Wright in 2025, we used the amount reported in the ‘‘Total’’ column of the Summary Compensation Table included in this Proxy Statement without annualizing the compensation, and disclosed his Total compensation, both with his cancelled Milestone RSUs and without his cancelled Milestone RSUs.
Potential Payments Upon Termination or Change in Control Table
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Potential Payments Upon Termination or Change in Control Table
| Table of Contents | PEO Pay Ratio |
Pay Versus Performance
Pay Versus Performance Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K requires us to provide the following disclosure regarding the compensation for our CEO, who is our PEO, and the average compensation for our other non-PEO Named Executive Officers (“Non-PEO NEOs”). The amounts shown for “compensation actually paid” have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received by any of our NEOs. The table includes adjustments as described in the footnotes and also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, net income, and our company-selected measure, which is revenue. Our initial public offering occurred in September 2025, and we do not present information for years prior to when we became a public reporting company. The information contained in this “Compensation Tables and Narratives—Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | Summary Compensation Table Total for PEO ($)(1) | | Comp. Actually Paid to PEO ($)(2) | Average Summary Comp. Table Total for Non-PEO NEOs ($)(1) | Average Comp. Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in millions)(5) | Company Selected Measure: Revenue ($ in millions)(6) | | Year | With All Cancelled Stock Awards ($) | Without Any Cancelled Stock Awards ($) | | | | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(4) | | | | 2025 | 44,352,948 | 835,488 | 5,624,238 | 6,912,207 | 13,226,773 | 73.83 | 103.13 | 16.25 | 2,501.31 |
Pay Versus Performance Table
1.Amounts shown are the total compensation as calculated in the Summary Compensation Table for our CEO and PEO (Mr. Wright) and the average for our non-PEO NEOs (Ms. Alder and Mr. Beesley). 2.Amounts shown reflect “compensation actually paid” for our CEO and PEO and the average compensation actually paid for our non-PEO NEOs, calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received. As required, the dollar amounts include (among other items) unvested amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to the Summary Compensation Table to determine compensation actually paid (with fair value measured at year-end rather than at grant) are shown in the table below. 3.Total Stockholder Return reflects the cumulative total shareholder return of an initial $100 investment in our Series A common stock, measured from the stock price at market close on September 19, 2025 ($15.63 per share) (the date our Series A common stock began trading on Nasdaq), and calculated using the stock price at market close on December 31, 2025 ($11.54 per share). Historic stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal years. 4.The peer group used for the purpose of this disclosure in each covered year is the S&P 500 Information Technology (Sector) Index which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Form 10-K. This column assumes $100.00 was invested in this peer group on September 19, 2025 (same period as used for footnote (3) above). 5.Reflects the Net Income reported in our audited financial statements for the fiscal year. 6.Revenue, in our view, represents a core driver of the Company’s performance and stockholder value creation hence is considered the most important financial measure used to link compensation actually paid to our CEO and Non-PEOs to our performance in 2025.
Pay Versus Performance Table
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Pay Versus Performance Table
| PEO Pay Ratio | Table of Contents |
Pay Versus Performance Table
| | PEO In 2025 | | Average Non-PEO NEOs In 2025 ($) | | Year: 2025 | With All Cancelled Stock Awards ($) | Without Any Cancelled Stock Awards ($) | | | Total Compensation from Summary Compensation Table (a) | 44,352,948 (b) | 835,488 | 6,912,207 | | Adjustments for Equity Awards: | | | | | Adjustments for grant date values of options and stock awards in the Summary Compensation Table | (43,517,460) | — | (6,139,244) | | Subtotal | 835,488 | | 772,963 | | Year-end fair value of unvested awards granted in the covered year | — | | 4,576,672 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years (c) | 2,163,750 | | 915,324 | | Fair values at vest date for awards granted and vested in the covered year | — | | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years (d) | 2,625,000 | | 6,961,815 | | Adjustments for any awards granted in prior years that failed to meet the applicable vesting conditions during the covered year | — | | — | | Compensation Actually Paid (as calculated) | 5,624,238 | | 13,226,773 |
Pay Versus Performance Table
(a)No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions. Other than the Milestone RSUs, described in footnote (b) below, amounts shown include aggregate grant date fair value of the RSUs granted to the NEOs, determined in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the NEOs upon vesting of the RSUs or any sale of the underlying shares. During fiscal year 2025, Mr. Beesley was granted RSUs that were subject to both service-based and liquidity-based vesting conditions. The grant date fair value of Mr. Beesley’s RSUs granted in fiscal year 2025 reported in the table above assumes achievement of the liquidity-based vesting condition and therefore the grant date fair value, calculated in accordance with FASB ASC Topic 718, in the table is based on maximum achievement of the performance conditions, which is the same as the grant date fair value, calculated in accordance with FASB ASC Topic 718, based on probable achievement of the performance conditions. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 12 to our financial statements included in our 2025 Form 10-K for the fiscal year ended December 31, 2025. (b)The amounts reported includes $43,517,460 for the aggregate grant date fair value of the Milestone RSUs granted to Mr. Wright on February 11, 2025, the calculation of which is described in the section titled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation.” Such Milestone RSUs were subsequently cancelled in August 2025 before any performance conditions were achieved. (c)This amount reflects the value of unvested shares as of December 31, 2025. Shares granted in prior periods did not have a value in the prior year because the liquidity vesting condition had not been satisfied prior to the Company’s initial public offering. (d)This amount reflects the value of shares that vested during 2025. Shares that were granted in prior periods did not have a value in the prior year because the liquidity vesting condition had not been satisfied prior to the Company’s initial public offering.
Pay Versus Performance Table
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Pay Versus Performance Table
| Table of Contents | PEO Pay Ratio |
Relationship between Pay and Performance
| PEO Pay Ratio | Table of Contents |
Relationship between Pay and Performance
| Table of Contents | PEO Pay Ratio |
Compensation of Directors
Compensation of Directors
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our non-employee directors receive cash and equity compensation for their service on the Board and its committees. The Compensation Committee is responsible for recommending to the Board the compensation of our non-employee directors; however, the Board ultimately approves the compensation for our non-employee directors. The Compensation Committee is empowered to engage outside advisors, experts, and others to assist it in evaluating and making recommendations regarding non-employee director compensation. The Board and Compensation Committee, as applicable, engaged Compensia to provide market data regarding non-employee director compensation in February 2025 in connection with the initial public offering. As part of its annual review process, the Compensation Committee reviews the non-employee director compensation to evaluate whether it is competitive with market practices. The Compensation Committee and Board will continue to monitor compensation trends, competitive practices, tax regulations, and other matters related to non-employee director compensation, and make adjustments as appropriate. In establishing the non-employee director compensation, the Board considers competitive market data for comparable companies provided to it by the Compensation Committee’s independent compensation consultant, and also the appropriate compensation for the amount of time and effort the directors are required to devote to the Company’s business. Taking these factors into consideration, in an attempt to provide fair compensation to the non-employee directors for their services to the Company, the Board adopted a non-employee Director Compensation Policy on September 9, 2025, in connection with our initial public offering, the material terms of which are described below. Under the policy, our non-employee directors are eligible to receive cash retainers (which will be prorated for partial years of service) as set forth below:
Non-Employee Director Compensation Policy
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Non-Employee Director Compensation Policy
| PEO Pay Ratio | Table of Contents |
Non-Employee Director Compensation Policy
| | Annual Retainer ($) | | Board of Directors: Members Non-executive chair Lead Independent Director | 55,000 25,000 25,000 | | | Additional Annual Retainer ($) | | Audit Committee: Members (other than chair) Chair | 10,000 24,000 | | Compensation Committee: Members (other than chair) Chair | 8,000 20,000 | | Nominating and Corporate Governance Committee: Members (other than chair) Chair | 5,600 12,800 |
Non-Employee Director Compensation Policy
In addition, the non-employee director compensation policy provides that upon initial election to our Board, each non-employee director will be granted a RSU award with a value of $375,000 (“Initial Grant”). The Initial Grant will vest in equal installments on the first, second, and third anniversaries of the grant date, subject to continued service through the applicable vesting date. Further, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual RSU award with a value of $187,500 (“Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. If a non-employee director joins our Board on a date other than the date of the annual meeting of our stockholders, then such non-employee director will be granted, upon appointment to our Board, a prorated portion of the Annual Grant based on the number of days between such appointment and the first June 15th following such appointment as the numerator and 365 as the denominator (the “Pro-Rated Annual Grant”). The Pro-Rated Annual Grant will vest in full on the earlier of: (i) the first anniversary of the grant date, or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. The Initial Grants and Annual Grants (including any Pro-Rata Annual Grants) are subject to full accelerated vesting upon the sale of Pattern. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director of Pattern in a calendar year period for services as a director will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the Board or any committee thereof. Employee directors will receive no additional compensation for their service as a director.
Director Compensation Table for Fiscal Year 2025
Director Compensation Table for Fiscal Year 2025 The following table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our Board in 2025 for their services as members of the Board. Mr. Wright and Ms. Alder served as members of our Board, as well as serving as employees, and were not separately compensated for their services as members of the Board. The compensation paid to Mr. Wright and Ms. Alder are reported in the “Compensation Tables and Narratives—Summary Compensation Table for Fiscal Year 2025.”
Director Compensation Table for Fiscal Year 2025
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Director Compensation Table for Fiscal Year 2025
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Director Compensation Table for Fiscal Year 2025
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | John Bailey | 22,000 | — | — | 22,000 | | Daniel Gay | 16,250 | — | — | 16,250 | | Scott Hilton | 58,750 | — | — | 58,750 | | Ann Mather | 27,500 | 656,690 | — | 684,190 | | Susan Taylor | 46,223(3) | 656,690 | — | 702,913 |
Director Compensation Table for Fiscal Year 2025
1.As of December 31, 2025, Ms. Mather, Ms. Taylor, and Mr. Hilton held 36,810, 36,810, and 12,500 RSUs, respectively. As of December 31, 2025, Mr. Bailey and Mr. Gay did not hold any outstanding equity awards. 2.Amounts shown are the aggregate grant date fair value of the RSUs granted to the non-employee directors, determined in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the non-employee directors upon vesting of the RSUs or any sale of the underlying shares. During fiscal year 2025, the non-employee directors were granted RSUs that were subject to both service-based and liquidity-based vesting conditions. The grant date fair value of RSUs granted in fiscal year 2025 reported in the table above assumes achievement of the liquidity-based vesting condition and therefore the grant date fair value, calculated in accordance with FASB ASC Topic 718, in the table is based on maximum achievement of the performance conditions, which is the same as the grant date fair value, calculated in accordance with FASB ASC Topic 718, based on probable achievement of the performance conditions. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 12 to our financial statements included in our 2025 Form 10-K for the fiscal year ended December 31, 2025. Amounts reported in this column reflects the accounting cost for the award and does not correspond to the actual economic value that may be received by our directors upon vesting of the RSUs or any sale of the shares. 3.Ms. Taylor’s ‘Fees Earned or Paid in Cash’ are prorated for her service on the Board starting May 2025.
Equity Compensation Plan Information
| PEO Pay Ratio | Table of Contents |