DEF 14A of MediaAlpha, Inc., Mar 23, 2026

DEF 14A of MediaAlpha, Inc.

Filed Mar 23, 2026 · FY20250001818383-26-000086

Open on EDGAR

  1. What voting agreements are in place in favor of director nominees?

    What voting agreements are in place in favor of director nominees? We are party to a stockholders’ agreement, dated October 27, 2020, with White Mountains Investments (Luxembourg) S.à r.l., together with any of its permitted affiliate transferees (collectively, “White Mountains”); Insignia QL Holdings, LLC and Insignia A QL Holdings, LLC, together with any of their permitted affiliate transferees (collectively, “Insignia”); and Steven Yi and Eugene Nonko, together with their respective holding vehicles and permitted affiliate transferees (collectively, the “Founders”). The stockholders’ agreement contains provisions related to the composition of our Board, the committees of our Board and our corporate governance. Under the stockholders’ agreement, White Mountains and the Founders are entitled to nominate a total of four members of our Board. In addition, these stockholders have agreed in the stockholders’ agreement to vote for each other’s Board nominees, as well as for the other persons nominated by the Board. As a result, we expect these stockholders to vote their shares for the re-election of Ms. Arasu and Ms. Vrabeck to the Board. These votes represent 46% of all shares outstanding and entitled to vote as of the record date.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board consists of up to ten directors, excluding any directors elected by holders of any preferred stock pursuant to provisions applicable in the case of defaults and subject to applicable laws and stock exchange regulations. The exact number of directors will be fixed from time to time by resolution of the Board. Currently, the size of our Board is fixed at nine members, divided into three classes, and our Board is comprised of seven members. The current term of office of our Class III Directors expires at the Annual Meeting, while the term for our Class I Directors expires at the 2027 annual meeting and the term for our Class II Directors expires at the 2028 annual meeting. There is no limit on the number of terms a director may serve on our Board. Pursuant to our stockholders’ agreement with White Mountains and the Founders, for so long as White Mountains or the Founders each owns at least 7,338,148 shares of our common stock, which is equal to 12.5% of our issued and outstanding shares of common stock as of the closing of our initial public offering (the “IPO”), such stockholder will be entitled to nominate two directors to serve on our Board. When such stockholder owns a number of shares of our common stock equal to less than 7,338,148 shares, but at least 2,935,259 shares (5% of our issued and outstanding shares of common stock as of the closing of the IPO), such stockholder will be entitled to nominate one director. Pursuant to the stockholders’ agreement, the Founders have designated Eugene Nonko and Steven Yi. White Mountains and the Founders have also agreed in the stockholders’ agreement to vote for each other’s Board nominees.

  3. Other Continuing Directors

    Other Continuing Directors The following directors will continue to serve on our Board after the Annual Meeting:

  4. Other Continuing Directors

    | Name | Principal Occupation | Age | Class | Term Expires | Director Since | | Brad Hunt | Former Chief Executive Officer, Optum Rx Home Delivery Pharmacy | 57 | II | 2028 | 2025 | | Ramon Jones | Former Chief Marketing Officer, Nationwide Insurance | 56 | I | 2027 | 2025 | | Eugene Nonko | Chief Architect, MediaAlpha, Inc. | 44 | I | 2027 | 2020 | | Steven Yi | Chief Executive Officer, MediaAlpha, Inc. | 55 | II | 2028 | 2020 |

  5. Other Continuing Directors

    Bradley Hunt was appointed director of the Company in March 2025. Mr. Hunt served in various executive leadership positions at UnitedHealthGroup, Inc. (“UHG”), a Fortune 5 healthcare company, from August 2007 to March 2025. From January 2024 to March 2025, Mr. Hunt served as Chief Executive Officer of Optum Rx Home Delivery Pharmacy. Prior to that, from August 2022 to January 2024, Mr. Hunt was Senior Vice President, Strategic Initiatives, where he led critical enterprise programs including marketing technology and a key joint venture. Prior to this role, from January 2015 to August 2022, Mr. Hunt was Chief Marketing Officer, Government Programs, where he led the implementation of omnichannel marketing activities for United Healthcare’s Medicare and Retirement and ACA business units, and served as Chief Marketing Officer, Insurance Solutions from July 2008 to January 2015. Before joining UHG, Mr. Hunt served as General Manager, Consumer Division at IAC Corp’s Entertainment Publications, Inc. Mr. Hunt holds an M.B.A. from Duke University’s Fuqua School of Business and a B.S. in Business Administration from Miami University. Mr. Hunt is qualified to serve on our Board of Directors because of his extensive healthcare industry expertise, strategic marketing leadership, and significant experience in digital transformation, consumer engagement, and management of large organizations. Ramon Jones was appointed director of the Company in November 2025. From November 2019 to March 2025, Mr. Jones served as Executive Vice President and Chief Marketing Officer of Nationwide Mutual Insurance Company ("Nationwide"), a Fortune 100 provider of insurance and financial services. Prior to such role, Mr. Jones served in several senior marketing, strategy and general leadership positions at Nationwide over his 25 year career with the company. Before joining Nationwide, Mr. Jones was a Manager in Accenture's Financial Services Strategy Practice, where he advised major insurance carriers on customer segmentation, distribution channel strategy, and digital transformation initiatives. Mr. Jones holds a Bachelor of Science degree in Business Administration from Villanova University and a Master of Business Administration degree from The Wharton School, University of Pennsylvania. Mr. Jones is qualified to serve on our Board of Directors because of his extensive property and casualty insurance industry expertise, strategic marketing leadership, and significant experience in digital transformation, consumer engagement, and management of large organizations. Eugene Nonko has served as the Chief Technology Officer of the Company (including its predecessor) since June 2011. Mr. Nonko will step down as Chief Technology Officer in June 2025 and remain as a director of the Company. Prior to joining the Company, Mr. Nonko served as Vice President, Research and Development at Oversee.net, a technology-driven media company that owned and operated a portfolio of consumer and business-to-business properties, from 2004 to 2010, and served as a Software Engineer at Microsoft, a leading multinational technology company, from 2001 to 2004. Mr. Nonko received his B.S. and M.S. in Information Technology and Economics from Altai State Technical University. Steven Yi has served as the Chief Executive Officer of the Company (including its predecessor) since June 2011. Prior to joining the Company, Mr. Yi co-founded and served as the Chief Executive Officer of Fareloop LLC, a travel comparison website, from 2009 to 2011, and served as Senior Vice President and General Manager, Marketing Services, at Oversee.net, a technology-driven media company that owned and operated a portfolio of consumer and business-to-business properties, from 2007 to 2009. Mr. Yi received his undergraduate degree in East Asian Studies from Harvard University and his J.D. from Harvard Law School.

  6. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The following table summarizes the compensation earned by, or awarded or paid to, those directors who, for the fiscal year ended December 31, 2025, were compensated for their service as directors. None of the other directors (i.e., those not listed in the table) earned, were awarded or were paid any compensation from us for the fiscal year ended December 31, 2025, for their service as directors.

  7. Director Compensation for Fiscal Year 2025

    | Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Venmal (Raji) Arasu | 65,000 | 240,009 | 305,009 | | Brad Hunt | 41,249 | 261,723 | 302,972 | | Ramon Jones | 8,333 | 96,353 | 104,686 | | Lara Sweet | 78,750 | 240,009 | 318,759 | | Kathy Vrabeck | 132,499 | 240,009 | 372,508 |

  8. Director Compensation for Fiscal Year 2025

    (1) Reflects the cash retainers paid to such director for service on our Board and committees during 2025. (2) Represents the aggregate grant date fair value of the restricted stock unit ("RSU") awards granted to each director, computed in accordance with Accounting Standards Codification Topic 718 as issued by the Financial Accounting Standards Board (“ASC Topic 718”). Each of Ms. Arasu, Mr. Hunt, Ms. Sweet, and Ms. Vrabeck received an annual RSU award on May 14, 2025 of 23,100 RSUs with a grant date fair value of $240,009. In addition, in connection with their appointment to the Board, Mr. Hunt received a prorated annual grant of 2,350 RSUs on March 31, 2025 with a grant date fair value of $21,714, and Mr. Jones received a prorated annual grant of 7,250 RSUs on November 14, 2025 with a grant date fair value of $96,353. The prorated award to Mr. Hunt vested on May 14, 2025, and the other awards will vest in full on the earlier of (a) the one-year anniversary of the date of grant and (b) the date of the Company’s 2026 Annual Meeting of Stockholders, subject to continued service through the applicable vesting date. The aggregate number of RSUs outstanding at 2025 fiscal year end for each such director was 23,100, other than for Mr. Jones, who had 7,250 RSUs outstanding at year end. In 2025, based on a competitive market analysis conducted by ClearBridge, the Compensation Committee approved certain increases to our director compensation policy (specifically on the annual cash retainer, annual equity award, and annual retainer for the chairperson of our Board of Directors), in order to align each with market pay levels among our peer companies. Under the Company’s director compensation policy as so revised, each non-employee director is entitled to receive: • an annual cash retainer of $50,000, payable quarterly in arrears; and • annual equity-based compensation of $200,000 in the form of RSUs, subject to the terms described below. Annual equity awards will be granted to each director as of the date of each annual stockholder meeting, prospectively for the year of service following the annual stockholder meeting. The number of RSUs granted shall be determined by dividing $200,000 by the average closing price of a share of the Company’s Class A common stock for the ten (10) trading day period ended on the Friday immediately preceding the grant date of such award, rounded up to the next 50 shares, and such RSUs shall vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the following year’s annual stockholder meeting, subject to continued service. Any non-employee director who joins our Board of Directors mid-year will receive prorated annual cash retainers and a prorated annual RSU award (granted at the time of appointment) during the director’s first year of service. In addition, our director compensation policy provides for annual retainers for the chairperson of our Board of Directors, lead independent director (if applicable), committee chairs and committee members, in the following amounts: • $60,000 for the chair; • $20,000 for the lead independent director (if not the chair); • $20,000 for the chair of our Audit Committee; • $15,000 for the chair of our Compensation Committee; • $10,000 for the chair of our Nominating and Corporate Governance Committee; • $10,000 for each member of the Audit Committee, other than the chair; • $7,500 for each member of the Compensation Committee, other than the chair; and • $5,000 for each member of the Nominating and Corporate Governance Committee, other than the chair. In November 2025, the Board of Directors approved a Deferred Share Unit Subplan (the "Subplan") under the Company's 2020 Omnibus Incentive Plan, which allows members of the Board of Directors and other eligible senior management personnel to elect to defer time- and performance-based RSUs granted under the 2020 Omnibus Incentive Plan. Pursuant to such Subplan, in December 2025, Ms. Vrabeck and Mr. Hunt elected to defer a portion of their annual RSU awards granted in 2025 and all of their annual RSU awards that will be granted in 2026.

  9. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to (i) attract, retain and motivate top-level talent who possess the skills and leadership necessary to grow our business, (ii) provide compensation packages that are competitive with market practice and drive and reward the achievement of our business objectives, (iii) closely align the interests of our NEOs with those of our stockholders by linking pay to performance to produce sustainable, long-term value growth for our stockholders and (iv) utilize a balance of short- and long-term incentives that serve as meaningful inputs to value creation and reward outperformance. At the core of our compensation philosophy, we aim to provide a compensation package to each of our NEOs that emphasizes pay-for-performance, and that is both externally competitive to the market and internally equitable within our organization. We believe that a performance-based culture is critical to our growth and success, and our compensation program is designed to foster these core beliefs. Our executive compensation program design includes a mix of three key compensation elements—(i) base salary, (ii) short-term cash incentive awards and (iii) long-term equity incentive awards. In determining the amount of each compensation element awarded to our NEOs, our Compensation Committee looks at each NEO’s overall compensation package, as well as the amount of each compensation element for the NEO, to determine whether such amounts and the overall mix of elements for the NEO’s role further the principles and objectives of our executive compensation program. Consistent with our pay-for-performance philosophy, and to ensure our NEOs’ interests are closely aligned with those of our stockholders, a substantial portion of our NEOs’ compensation is awarded in the form of variable, “at-risk” short- and long-term incentive awards: •91% of 2025 target total compensation for our CEO was comprised of at-risk compensation elements (i.e., short- and long-term incentive awards); and •On average, 84% of 2025 target total compensation for our other NEOs was comprised of at-risk compensation elements (i.e., short- and long-term incentive awards). The short-term incentive awards are earned based on the achievement of rigorous financial top-line and profitability performance goals set by the Compensation Committee in the first quarter of each year. The long-term incentives are granted in the form of equity incentive awards, the realized value of which bears a direct relationship to our stock price. The Compensation Committee periodically reviews and analyzes market trends and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. While the Compensation Committee considers a multitude of factors in its deliberations, it places no formal weighting on any one factor. As we continue to transition from a newly public company to a more mature public company, the Compensation Committee will evaluate our executive compensation program to ensure that it continues to align with our compensation philosophy and objectives and helps to drive the future growth of the Company. This evaluation includes an ongoing review of whether the Company should tie the vesting of all or a portion of long-term incentive awards to the achievement of financial and/or shareholder value goals set by the Compensation Committee.

  10. Executive Compensation Practices

    | What We Do | What We Don’t Do | | Pay-for-Performance Philosophy. We align pay and performance by awarding a substantial portion of the compensation paid to our executives in the form of variable, “at-risk” performance-based compensation linked to achievement of rigorous performance goals. | No Guaranteed Bonuses. Our annual bonus plans are performance-based and generally do not include any guaranteed minimum payment levels. | | Maintain an Independent Compensation Committee. Our Compensation Committee is comprised solely of independent directors with extensive industry experience. | No “Single-Trigger” Change of Control Arrangements. Following our IPO, we do not provide for “single-trigger” acceleration of compensation or benefits solely upon a change of control for our NEOs. | | Maintain an Independent Compensation Committee Advisor. The Compensation Committee engages its own independent compensation consultant. | No Excise Tax “Gross-Ups”. We do not provide any “gross-ups” for excise taxes that our employees might owe as a result of the application of Sections 280G or 4999 of the Code. | | Conduct Annual Compensation Review. The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes. | No Material Perquisites. We do not provide material perquisites or other material personal benefits to our NEOs or directors. | | Perform Annual Compensation-Related Risk Assessment. We have strong risk and control policies, we take risk management into account in making executive compensation decisions, and we conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management. | No Executive Pensions. We do not offer any executive pension plans. |

  11. Executive Compensation Process

    Executive Compensation Process Role of the Compensation Committee The Compensation Committee establishes our overall compensation philosophy and objectives, and is responsible for establishing, overseeing and evaluating our executive compensation program. The Compensation Committee is comprised entirely of independent directors and operates under a written charter adopted and reviewed annually by our Board, a copy of which is available at https://investors.mediaalpha.com under Corporate Governance – Committee Charters. The Compensation Committee reviews and assesses whether our executive compensation program aligns with our compensation philosophy and objectives, and approves the specific compensation of our NEOs, typically during the first quarter of our fiscal year. The Compensation Committee has not delegated any of its authority with respect to the compensation of our executive officers. Role of Management The Compensation Committee consults with members of our management team, including our CEO and our people operations, finance and legal professionals, when making compensation decisions. Our CEO works closely with the Compensation Committee and provides the Compensation Committee with performance assessments and compensation recommendations for each NEO other than himself, based on each NEO’s level of performance and corporate performance, retention risk and taking into consideration market practices. While the Compensation Committee considers our CEO’s recommendations, the Compensation Committee ultimately uses its own business judgment and experience in approving individual compensation elements and the amount of each element for our NEOs. Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such advisor and has sole authority to approve all such advisors’ fees and other retention terms. Pursuant to this authority, for fiscal 2025, the Compensation Committee engaged ClearBridge Compensation Group, LLC (“ClearBridge”) to provide independent advice on matters relating to our executive compensation program, including information regarding competitive market practices, assessments and trends and advice relating to the design and structure of our executive compensation program. ClearBridge also updates the Compensation Committee on corporate governance and regulatory issues and developments. A representative of ClearBridge attends meetings of the Compensation Committee as requested. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. ClearBridge has not provided any other services to us and has received no compensation other than with respect to the services described below. The Compensation Committee has evaluated ClearBridge’s independence by considering the requirements adopted by the NYSE and the SEC, and has determined that its relationship with ClearBridge does not raise any conflict of interest. Peer Group For purposes of comparing our executive compensation program against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a specified group of peer companies. For 2025, the Compensation Committee, with the assistance of ClearBridge, reviewed and updated our compensation peer group to account for acquisitions of certain peer companies and changes in the market capitalization and/or revenue levels of certain peer companies. The companies in this compensation peer group were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined using the following criteria: • similar size, as measured by revenue and market capitalization; • similar industry, business model and/or services; • headquartered in the United States and traded on a major stock exchange; and • companies with whom we believe we compete for executive talent. As a result, the Compensation Committee approved a revised compensation peer group for purposes of understanding the competitive market for executive talent to help inform the Compensation Committee’s fiscal 2025 compensation decisions: Fiscal 2025 Peer Group Companies

  12. Executive Compensation Process

    At the time the Fiscal 2025 Peer Group Companies were approved, the Company's revenue was between the 25th and 50th percentiles of the peer group, and the Company's market capitalization was at approximately the 50th percentile of the peer group. Compensation-Setting Process and Competitive Positioning When determining recommendations for our NEOs’ fiscal 2025 compensation levels, the Compensation Committee reviewed base salary, target annual incentive compensation opportunity, target total cash compensation (i.e., base salary plus target incentive opportunity), annual long-term incentive, and total direct compensation values for our NEOs and those of similarly situated executives of our compensation peer group. ClearBridge provided data at the 25th, 50th and 75th percentiles of the peer group for such compensation, which our Compensation Committee used as a reference. In addition, in connection with its assessment of annual long-term incentives to be granted to our NEOs, the Compensation Committee reviewed the overall retentive value of our NEOs’ existing unvested equity incentive awards. The Compensation Committee considers such data relevant to, but not determinative of, its consideration of overall executive compensation matters. The Compensation Committee does not benchmark any compensation element to a specific percentile, and the Compensation Committee instead establishes our NEOs’ compensation at levels it deems appropriate after considering other factors, including the Compensation Committee’s assessment of each of our NEOs’ performance and contributions, our short- and long-term objectives, retention considerations, prevailing market conditions, and the recommendations provided by our CEO with respect to the compensation of our other executive officers.

  13. Analysis of Fiscal 2025 Compensation

    Annual Incentive Bonus Plan We use annual incentive bonus programs to motivate our NEOs to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other key goals and initiatives. These annual incentive bonuses are generally tied to the achievement of rigorous top-line and/or profitability goals, as those are the key metrics that the Compensation Committee believes will ultimately drive the creation of long-term shareholder value. Consistent with our executive compensation philosophy, these annual incentive bonuses are intended to offer market competitive incentive opportunities to our NEOs. For fiscal 2025, the Compensation Committee undertook a process, in consultation with ClearBridge, to develop an annual incentive bonus plan for our NEOs. As part of this effort, the Compensation Committee reviewed incentive compensation plan structures and practices among the peer companies and discussed how different plan structures would align with the Company’s compensation philosophy and strategic goals. As a result of this process, the Compensation Committee developed and approved an annual incentive bonus plan structure for the NEOs, which is tied to achievement of rigorous financial goals approved by the Compensation Committee at the beginning of the year. For fiscal 2025, each NEO had a specified target bonus opportunity under such plan equal to a specified percentage of his or her annual base salary. Payouts under such plan (calculated as a percentage of the target payout) are determined by the Compensation Committee in the first quarter of the following year, following completion of the audit of the Company’s financial statements for the completed fiscal year. In addition, based on the improvement in the Company's financial results and position over the course of 2024, the Compensation Committee decided to restore cash settlement of the annual bonuses of Messrs. Yi and Nonko, rather than structuring such bonuses in the form of performance-based RSUs. Target Incentives. In February 2025, the Compensation Committee conducted an assessment of the target bonus opportunities of our CEO and our other NEOs, in consultation with ClearBridge, and reviewed market data, relative levels of responsibility across the Company, tenure, and other relevant factors. Based on such assessment, the Compensation Committee established the following target bonus opportunities for such NEOs for fiscal 2025:

  14. Analysis of Fiscal 2025 Compensation

    | Name | Target Incentive Bonus (as % of Base Salary) | Target Incentive Bonus ($) | | | Steven Yi | 100% | | 600,000 | | Eugene Nonko | —% | | — | | Patrick Thompson | 75% | | 375,000 | | Jeffrey Coyne | 70% | | 315,000 | | Keith Cramer | 70% | | 297,500 | | Amy Yeh | 70% | | 297,500 |

  15. Analysis of Fiscal 2025 Compensation

    In light of Mr. Nonko's planned retirement from the Company effective June 30, 2025, the Compensation Committee did not initially establish an incentive bonus plan opportunity for Mr. Nonko for 2025. In June 2025, following the decision that Mr. Nonko would continue to serve in a non-executive capacity, the Compensation Committee reinstated his annual incentive bonus for the first half of 2025 at his previous target as Chief Technology Officer (100% of base salary), and approved a target bonus for the second half of 2025 of 70% of base salary in his new position as Chief Architect, resulting in a blended target of 85% of base salary ($467,500) for fiscal 2025. Measures and Targets Under 2025 Incentive Bonus Plan. The financial performance measures for each NEO’s annual incentive bonus, and their relative weighting, are selected by the Compensation Committee each year based on our corporate goals for that year and the Board’s priorities. The Compensation Committee generally seeks to balance top-line and profitability measures, so as to reward overall performance and not overemphasize any single area of focus. Management provides recommendations to the Compensation Committee with respect to the financial performance measures and their relative weighting, but the Compensation Committee makes all final determinations with respect to the performance measures and relative weightings. In the first quarter of 2025, the Compensation Committee determined that the incentive bonus plan for the NEOs for 2025 would be based on the same performance measures and relative weightings as in 2024, namely, achievement of two financial measures: Transaction Value and Adjusted EBITDA, with 50% of each NEO’s target bonus tied to each such financial measure. The Compensation Committee believes that these financial measures are among the most important measures of management’s performance in achieving the Board’s goal of profitable growth, which it views as among the most important drivers of stockholder value. For fiscal 2025, the Compensation Committee set the target level for each such financial measure at the level set forth for such measure in our 2025 annual operating plan, consistent with past years. After reviewing peer company practices and discussing how different target and payout levels would align with the Company’s compensation philosophy and strategic goals, the Compensation Committee increased the minimum level to 85% of the target level (from 80% in 2024) and kept the maximum level at 120% of the target level. The Compensation Committee also decided that, for 2025, achievement of the minimum level for a measure would continue to result in a payout of 50% of the target incentive amount tied to that financial measure, and achievement of the maximum level for such measure would result in a payout of 200% of the target incentive for such measure (increased from 150% in 2024). The 2025 goals represented strong financial growth, with the threshold goal reflecting growth over 2024 actual financial results, and the maximum goal reflecting significant outperformance over 2024 actual financial results and relative to our annual operating plan. The plan provides that payouts are interpolated on a straight-line basis in the event of achievement between the minimum and target levels, or between the target and maximum levels, for the applicable financial measure. The minimum, target and maximum levels for each financial measure for fiscal 2025 are set forth below:

  16. Analysis of Fiscal 2025 Compensation

    | Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | 2025 Transaction Value | $1.6 billion | $1.89 billion | $2.27 billion | | 2025 Adjusted EBITDA | $104.0 million | $122.4 million | $146.9 million |

  17. Analysis of Fiscal 2025 Compensation

    | Measure | Actual Result | Resulting Payout | | 2025 Transaction Value | $2.16 billion | 170.4% | | 2025 Adjusted EBITDA | $114.0 million | 76.4% |

  18. Analysis of Fiscal 2025 Compensation

    Based on this performance, each of our NEOs earned an annual incentive bonus payout equal to 123.4% of their target incentive for 2025.

  19. Analysis of Fiscal 2025 Compensation

    | Name | Target Incentive ($) | | Payout % | Bonus Payout Earned ($) | | | Steven Yi | | 600,000 | 123.4% | | 740,534 | | Eugene Nonko | | 467,500 | 123.4% | | 576,999 | | Patrick Thompson | | 375,000 | 123.4% | | 462,834 | | Jeffrey Coyne | | 315,000 | 123.4% | | 388,780 | | Keith Cramer | | 297,500 | 123.4% | | 367,181 | | Amy Yeh | | 297,500 | 123.4% | | 367,181 |

  20. Analysis of Fiscal 2025 Compensation

    The annual incentive bonus payouts earned by each NEO under the incentive plan for 2025 were paid to them in cash in March 2026. A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the fiscal year ended December 31, 2025, is included in Appendix A to this Proxy Statement. Long-Term Equity Incentives We provide long-term incentive compensation to our NEOs through equity-based awards made under our 2020 Omnibus Incentive Plan, which typically consist of restricted stock and/or RSUs that generally vest over multiple years. The Compensation Committee believes that this policy further aligns the interests of the NEOs with those of our stockholders and incentivizes the NEOs to drive sustained, long-term financial performance, while at the same time helping to foster continued retention of our NEOs in a competitive talent market. The Compensation Committee typically grants these equity-based awards to the NEOs in the first quarter of each year. In February 2025, the Compensation Committee, in consultation with ClearBridge, reviewed the Company’s long-term incentive (“LTI”) compensation program for our NEOs. As part of this effort, the Compensation Committee reviewed LTI compensation plan structures and practices among the peer companies, and discussed how different LTI plan structures would align with the Company’s compensation philosophy and strategic goals. Such review included the types of awards granted, the use of time-based and performance-based vesting, different performance-based vesting structures, and the grant date values of the awards. Similar to prior years, the Compensation Committee discussed different potential LTI award structures and determined that, due to factors including the potential for the ongoing FTC enforcement action to have an as-yet-undetermined but significant impact on the Company’s under-65 health business and its future operating results, and the resulting difficulty in setting credible long-term performance goals tied to either financial performance or total shareholder return, the Company would continue to grant time-based RSUs for 2025. In addition, the Compensation Committee noted that time-based RSUs still align with long-term shareholder interests in both up and down markets, and that the significant majority of our CEO and our other NEOs’ target compensation in 2025 was granted in RSUs, reinforcing the alignment with shareholder interests and stock price performance. For fiscal 2026, the Compensation Committee decided that a portion of the LTI compensation of each NEO would be in the form of performance share units, as discussed in more detail below. The Compensation Committee then reviewed the target annual equity award values of our CEO and our other NEOs, taking into consideration a competitive market analysis performed by ClearBridge, which included a review of the market data of the compensation peer group for our executive officer positions and an evaluation of the market positioning of the target annual equity award values for each position compared with those of comparable positions at the peer companies. The Compensation Committee also considered the current value of the unvested equity held by each NEO and whether such unvested awards provide appropriate level of retention value for such NEO. Based on this review, the Compensation Committee approved the following annual time-based RSU awards to the NEOs for 2025:

  21. Analysis of Fiscal 2025 Compensation

    (1) In light of Mr. Nonko's planned retirement from the Company effective June 30, 2025, in March 2025 the Compensation Committee approved a RSU grant for Mr. Nonko with a value of $2.75 million, which reflected a 50% proration of his 2024 RSU grant value. In June 2025, following the decision that Mr. Nonko would continue to serve in a non-executive capacity, the Compensation Committee approved an additional RSU grant to Mr. Nonko with a prorated value of $750,000 based on his new position as Chief Architect. (2) The number of awards to be granted was calculated based on the average closing price of our Class A common stock over the 20 trading day period ended on the Friday immediately preceding the grant date of such awards, rounded up to the nearest 50 shares. The RSU grant values for Messrs. Yi, Thompson, and Coyne reflect increases compared with the 2024 levels, based on the factors described above. The increases were intended in part to position Messrs. Yi, Thompson, and Coyne more competitively with respect to the market practice for long-term incentives and total target compensation as reflected in the peer company data, and also to place additional emphasis on alignment with shareholder interests by shifting a greater proportion of their total target pay to long-term incentives. The RSU grant values for Mr. Cramer and Ms. Yeh were intended to position them more competitively with respect to the market practice for long-term incentives and total target compensation (as reflected in the peer company data) upon their appointment to their respective executive officer roles, as well as to align their compensation with shareholder interests by tying the majority of their total target pay to long-term incentives. Annual long-term incentive awards are evaluated on a case-by-case basis, and increases are not guaranteed. Such RSUs were granted pursuant to the terms of our 2020 Omnibus Incentive Plan and the RSU Award Agreements, and vest in 16 equal quarterly installments commencing May 15, 2025 and ending February 15, 2029 (except for the grant to Mr. Nonko in July 2025, the vesting for which commenced August 15, 2025 and will end May 15, 2029), in each case subject to the NEO’s continued employment through each vesting date. The vesting of equity awards granted to our NEOs is subject to acceleration under certain circumstances as discussed under the heading “Payments Upon Termination of Employment or Change of Control” below. Reflecting the Compensation Committee's intent to further align executive compensation with the Company's long-term financial performance, for fiscal 2026, the Compensation Committee determined that 25% of each of our current NEO’s (i.e., excluding Mr. Nonko, who became a non-executive officer in July 2025) target LTI value would be granted in the form of performance share units (“PRSUs”), with the remaining 75% granted as time-based RSUs. The PRSUs will be earned, if at all, based on achievement of Adjusted EBITDA goals over a three-year performance period, with each fiscal year measured separately for purposes of determining PRSU vesting. Specifically, one-third of the PRSU grants are tied to each of fiscal 2026, fiscal 2027, and fiscal 2028 Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals for each fiscal year. Following the completion of each performance period, any earned PRSUs for that performance period will remain subject to continued service-based vesting through the end of the three-year period. The PRSU goals and payout ranges (as a percentage of target) are the same as those used for our Annual Incentive Bonus Plan (i.e., threshold goals set at 85% of target goals, corresponding to 50% vesting; maximum goals set at 120% of target goals, corresponding to 200% vesting, with linear interpolation between goals and no vesting for below threshold performance). In adopting this structure, the Compensation Committee considered that fiscal 2026 is the first year in which PRSUs have been incorporated into the Company’s LTI program; specifically, the 75%/25% RSU/PRSU mix and use of one-year measurement periods were intended to introduce PRSUs in a measured manner and allow the Compensation Committee to evaluate the program before considering potential refinements in future years, including adjustments to the award mix or performance measurement structure. Lastly, the Compensation Committee determined that Adjusted EBITDA was appropriate as the sole metric for the first year of granting PRSUs (recognizing Adjusted EBITDA is included in the Annual Incentive Bonus Plan), as Adjusted EBITDA is one of the Company’s key financial metrics, and goals have been set over a long-term (i.e., three year) timeframe (vs. one year only in the Annual Incentive Bonus Plan). The Committee will continue to evaluate the LTI mix (including PRSU design) in future years based on the Company’s business and compensation objectives at that time. After reviewing peer company practices and historical trading activity in the Company's shares, the Compensation Committee determined that, for RSU awards to be granted in 2026 and beyond, the number of awards to be granted will be calculated based on the average closing price of our Class A common stock over the 10 trading day period ended on the Friday immediately preceding the grant date of such awards, rounded up to the nearest 50 shares. In November 2025, the Board of Directors approved the Subplan under the Company’s 2020 Omnibus Incentive Plan, which allows members of the Board of Directors and other eligible senior management personnel to elect to defer time- and performance-based RSUs granted under the 2020 Omnibus Incentive Plan. To date, none of the NEOs have elected to defer equity awards made or to be made to them in the future under our 2020 Omnibus Incentive Plan.

  22. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation awarded to, or earned by or paid to, each of our NEOs for fiscal years 2023, 2024 and 2025.

  23. Summary Compensation Table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Steven Yi | 2025 | 591,667 | — | 5,643,240 | 740,534 | 61,653 | 7,037,094 | | Chief Executive Officer and President | 2024 | 550,000 | — | 6,374,490 | — | 21,728 | 6,946,218 | | | 2023 | 550,000 | — | 5,179,192 | — | 24,503 | 5,753,695 | | Eugene Nonko | 2025 | 550,000 | — | 3,306,722 | 576,999 | 49,845 | 4,483,566 | | Chief Architect | 2024 | 550,000 | — | 6,374,490 | — | 20,107 | 6,944,597 | | | 2023 | 550,000 | — | 5,179,192 | — | 22,669 | 5,751,861 | | Patrick Thompson | 2025 | 496,667 | — | 3,150,840 | 462,834 | 11,750 | 4,122,091 | | Chief Financial Officer and Treasurer | 2024 | 480,000 | — | 3,519,825 | 540,000 | 11,500 | 4,551,325 | | | 2023 | 475,000 | — | 2,964,713 | — | 11,250 | 3,450,963 | | Jeffrey Coyne | 2025 | 441,667 | — | 1,975,320 | 388,780 | 15,500 | 2,821,267 | | General Counsel | 2024 | 400,000 | — | 2,049,431 | 300,000 | 13,800 | 2,763,231 | | | 2023 | 397,500 | — | 1,647,063 | — | 13,200 | 2,057,763 | | Keith Cramer | 2025 | 416,667 | — | 1,552,170 | 367,181 | 43,196 | 2,379,214 | | Chief Revenue Officer | 2024 | 373,167 | — | 1,418,837 | 393,750 | 32,599 | 2,218,353 | | | 2023 | 361,667 | — | 1,176,870 | 177,450 | 23,944 | 1,739,931 | | Amy Yeh | 2025 | 419,167 | — | 1,693,065 | 367,181 | 42,948 | 2,522,361 | | Chief Technology Officer | 2024 | 386,250 | — | 1,523,936 | 380,250 | 32,589 | 2,323,025 | | | 2023 | 364,583 | — | 1,176,870 | 179,200 | 24,003 | 1,744,656 |

  24. Summary Compensation Table

    (1) Represents actual salary earned during the applicable fiscal year, reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions). In addition, with respect to Messrs. Yi and Nonko, salary amounts include (i) $100,000, which represents the pro-rated portion of the salary foregone in fiscal 2024 in lieu of Salary RSU Awards granted on December 15, 2023 for the period December 15, 2023 through March 14, 2024 and (ii) $120,000, which represents the salary foregone in lieu of Salary RSU Awards granted on March 15, 2024 for the period March 15, 2024 through June 14, 2024. Since the amount of salary foregone for the periods December 15, 2023 through March 14, 2024 and March 15, 2024 through June 14, 2024 was less than the grant date fair value of the Salary RSU Awards granted on December 15, 2023 and March 15, 2024, respectively, in accordance with applicable SEC guidance, the pro-rata portion of the salary foregone attributable to fiscal 2024 has been classified as Salary for those periods. (2) Reflects the aggregate grant date fair value of time-vesting RSUs granted in each year, computed in accordance with ASC 718. The amounts shown for Messrs, Yi and Nonko for 2024 also include the grant date fair value of the PRSUs granted to them in lieu of receiving their annual bonuses in cash, assuming achievement at target as the probable outcome as of the grant date was that the performance condition would be achieved at the target level. The maximum levels of the applicable performance measures were achieved, and such PRSUs vested during the first quarter of 2025. In addition, in accordance with applicable SEC guidance, the amounts shown for Messrs. Yi and Nonko for 2024 also include the difference between (i) the grant date fair value of the Salary RSU Awards granted on December 15, 2023 and March 15, 2024, respectively, and (ii) the salary forgone for such periods, pro-rated for the portion attributable to fiscal 2024. (3) For Messrs. Yi, Nonko, Thompson, and Coyne, reflects the cash bonuses earned under our annual incentive bonus plan, based on the achievement of annual performance goals for the applicable year. Such bonuses were earned at 123.4%, 150% and 0% of target for 2025, 2024 and 2023, respectively. For Mr. Cramer and Ms. Yeh, reflects the cash bonus earned for 2025 under our annual incentive bonus plan based on the achievement of annual performance goals at 123.4% of target, and for 2024 and 2023 reflects cash bonuses earned under our discretionary bonus plan applicable to non-executives at 150% and 75% of target, respectively. For 2024 and 2023, Messrs. Yi and Nonko were granted PRSUs in lieu of receiving their annual bonuses in cash. See additional information regarding the cash bonuses paid to our NEOs for 2025 under the heading “Compensation Discussion and Analysis - Analysis of Fiscal 2025 Compensation – Annual Incentive Bonus Plan” above. Such bonuses for each year were paid in the first quarter of the following year. Amounts in this column are reported as gross earnings (i.e., gross amounts before taxes and applicable payroll deductions). (4) Includes, for Messrs. Thompson and Coyne for 2025, 2024 and 2023, employer contributions under our 401(k) plan. Amounts reported for fiscal year 2025 for Mr. Yi include $15,500, and for Messrs. Nonko and Cramer and Ms. Yeh include $11,750, as employer contributions under our 401(k) plan. Amounts reported for 2025, 2024 and 2023 for Mr. Yi also include $46,153, $21,728 and $24,503, respectively; for Mr. Nonko, also include $38,095, $20,107 and $22,669, respectively; for Mr. Cramer, also include $31,446, $32,599, and $23,944, respectively; and for Ms. Yeh, also include $31,198, $32,589 and $24,003, respectively, as reimbursement for self-employment taxes (including related tax gross-ups).

  25. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025

  26. Grants of Plan-Based Awards in Fiscal 2025

    | Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Steven Yi | — | 300,000 | 600,000 | 1,200,000 | | | | | 03/15/25 | — | — | — | 606,800 | 5,643,240 | | Eugene Nonko | — | 233,750 | 467,500 | 935,000 | | | | | 03/15/25 | — | — | — | 278,150 | 2,586,795 | | | 07/15/25 | — | — | — | 70,100 | 719,927 | | Patrick Thompson | — | 187,500 | 375,000 | 750,000 | | | | | 03/15/25 | — | — | — | 338,800 | 3,150,840 | | Jeffrey Coyne | — | 157,500 | 315,000 | 630,000 | | | | | 03/15/25 | — | — | — | 212,400 | 1,975,320 | | Keith Cramer | — | 148,750 | 297,500 | 595,000 | | | | | 03/15/25 | — | — | — | 166,900 | 1,552,170 | | Amy Yeh | — | 148,750 | 297,500 | 595,000 | | | | | 03/15/25 | — | — | — | 182,050 | 1,693,065 |

  27. Grants of Plan-Based Awards in Fiscal 2025

    (1) Reflects the potential payouts to the NEOs under awards granted under our annual incentive bonus plan, which is described in more detail in the section entitled “Compensation Discussion and Analysis – Analysis of Fiscal 2025 Compensation – Annual Incentive Bonus Plan” beginning on page 22. The amounts shown as threshold, target and maximum payouts represent 50%, 100% and 200% payouts, respectively, of each NEO’s annual target incentive based on minimum, target and maximum performance levels for the financial performance measures established under such plan for 2025. The actual amounts earned by each NEO under the 2025 cash incentive plan are included in the Summary Compensation Table on page 28 under the column heading “Non-Equity Incentive Plan Compensation” for the year 2025. (2) Consists of time-based RSUs awarded to the NEO for 2025 under our 2020 Omnibus Incentive Plan, as described in more detail under “Compensation Discussion and Analysis– Analysis of Fiscal 2025 Compensation – Long-Term Equity Incentives.” The annual RSUs granted to our NEOs in March 2025 will vest in equal quarterly installments over a four-year period commencing May 15, 2025 and continuing through February 15, 2029, subject to the NEO’s continued service with the Company. The annual RSUs granted to Mr. Nonko in July 2025 will vest in equal quarterly installments over a four-year period commencing August 15, 2025 and continuing through May 15, 2029, subject to his continued service with the Company. (3) Reflects the grant date fair values of the RSUs awarded to each NEO, which were computed in accordance with ASC 718 based on the closing price of our common stock on the grant date.

  28. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth information regarding unvested time-vesting RSUs held by our NEOs as of December 31, 2025. The Company has not granted any option awards, and accordingly certain columns have been omitted.

  29. Outstanding Equity Awards at 2025 Fiscal Year End

    | Name | Award Type | Number of Unearned Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | | Steven Yi | RSUs | 791,873 | 10,254,755 | | Eugene Nonko | RSUs | 586,183 | 7,591,070 | | Patrick Thompson | RSUs | 441,916 | 5,722,812 | | Jeffrey Coyne | RSUs | 274,364 | 3,553,014 | | Keith Cramer | RSUs | 207,580 | 2,688,161 | | Amy Yeh | RSUs | 222,871 | 2,886,179 |

  30. Outstanding Equity Awards at 2025 Fiscal Year End

    (1) The values shown are based on $12.95, the closing price of our Class A common stock on December 31, 2025.

  31. Stock Vested in Fiscal 2025

    Stock Vested in Fiscal 2025 The following table sets forth certain information for each NEO regarding the vesting of stock awards during the fiscal year ended December 31, 2025, including the aggregate value realized upon such exercise or vesting. The Company has not granted any option awards, and accordingly certain columns have been omitted from the table.

  32. Stock Vested in Fiscal 2025

    | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | | Steven Yi | 423,112 | 4,636,854 | | Eugene Nonko | 370,252 | 4,058,875 | | Patrick Thompson | 200,426 | 2,262,840 | | Jeffrey Coyne | 125,785 | 1,420,064 | | Keith Cramer | 91,231 | 1,028,943 | | Amy Yeh | 95,396 | 1,075,283 |

  33. Stock Vested in Fiscal 2025

    (1) Reflects the total market value of shares that each NEO was entitled to receive upon the vesting of RSUs and PRSUs during 2025, calculated based on the closing price of our Class A common stock on the day preceding the applicable vesting date. A portion of the vested shares issued to each of Messrs. Thompson and Coyne was withheld by the Company to cover the tax withholding obligations related to the vesting.

  34. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control In the event of a qualifying termination of employment and/or the occurrence of a change of control of the Company, certain of our NEOs are entitled to certain payments and benefits under their employment agreements, severance compensation agreements and/or our severance policies. For a detailed summary of these payments and benefits, see the section entitled “Employment and Severance Compensation Agreements” that follows the table below.

  35. Termination Following Change of Control

    | Name | Salary-Based Severance Payments ($)(1) | Incentive- Based Severance Payments ($)(2) | Stock Awards ($)(3) | Continuation of Benefits ($)(4) | Total Estimated Payments ($) | | Steven Yi | 900,000 | 900,000 | 10,254,755 | 55,490 | 12,110,245 | | Eugene Nonko | 825,000 | 701,250 | 7,591,070 | 55,490 | 9,172,810 | | Patrick Thompson | 750,000 | 375,000 | 5,722,812 | 55,490 | 6,903,302 | | Jeffrey Coyne | 675,000 | 315,000 | 3,553,014 | 55,490 | 4,598,504 | | Keith Cramer | 637,500 | 297,500 | 2,688,161 | 55,490 | 3,678,651 | | Amy Yeh | 637,500 | 297,500 | 2,886,179 | 38,940 | 3,860,119 |

  36. Other Qualifying Terminations

    | Name | Salary-Based Severance Payments ($)(1) | Incentive- Based Severance Payments ($)(2) | Stock Awards ($)(3) | Continuation of Benefits ($)(4) | Total Estimated Payments ($) | | Steven Yi | 900,000 | 900,000 | 6,109,292 | 55,490 | 7,964,782 | | Eugene Nonko | 825,000 | 701,250 | 4,853,712 | 55,490 | 6,435,452 | | Patrick Thompson | 500,000 | 375,000 | — | 36,993 | 911,993 | | Jeffrey Coyne | 450,000 | 388,780 | — | 36,993 | 875,773 | | Keith Cramer | 425,000 | 297,500 | — | 36,993 | 759,493 | | Amy Yeh | 425,000 | 297,500 | — | 25,960 | 748,460 |

  37. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, below is (i) the 2025 annual total compensation of our Chief Executive Officer, Mr. Yi; (ii) the 2025 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:

  38. CEO Pay Ratio Disclosure

    | CEO Annual Total Compensation | $7,037,994 | | Median Employee Total Annual Compensation | $251,355 | | CEO to Median Employee Pay Ratio | 28-to-1 |

  39. CEO Pay Ratio Disclosure

    Given the different methodologies that various public companies will use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies. Methodology Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Our methodology and process are explained below: (1) Determined Employee Population. We began with our global employee population as of December 31, 2025, including full-time workers employed by our company or consolidated subsidiaries, but excluding our CEO. (2) Identified the Median Employee. To identify the median employee, we calculated compensation for each employee using (i) base annual salary including estimated overtime pay as of December 31, 2025, (ii) cash incentives earned for 2025, (iii) the grant date value of RSU awards granted to the employee during 2025, and (iv) contributions made to such employee’s 401(k) account. We annualized the compensation of all full-time employees who were not employed by us for all of 2025. Compensation paid in foreign currency was translated to the U.S. dollar equivalent based on foreign exchange rates as of December 31, 2025. (3) Calculated CEO Pay Ratio. We calculated our median employee’s annual total compensation for 2025 in accordance with SEC rules for preparing the Summary Compensation Table. We compared the median employee’s compensation to our CEO’s annual total compensation in the Summary Compensation Table to determine the pay ratio shown above.

  40. Pay-versus-Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(7) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(7) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss)(5) | Transaction Value(6) | Adjusted EBITDA(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | | 2025 | 7,037,094 | 9,419,054 | 3,265,700 | 4,299,475 | 33.15 | 258.38 | 26,761 | 2,156,155 | 113,735 | | 2024 | 6,946,218 | 5,739,257 | 4,753,051 | 3,895,207 | 28.90 | 208.30 | 22,118 | 1,491,860 | 96,111 | | 2023 | 5,753,695 | 4,857,831 | 3,753,529 | 3,131,192 | 28.54 | 152.48 | (56,555) | 593,438 | 27,121 | | 2022 | 4,952,016 | (1,285,005) | 2,123,426 | (37,672) | 25.47 | 96.60 | (72,446) | 737,514 | 22,858 | | 2021 | 1,059,848 | (28,825,351) | 1,711,239 | (3,716,106) | 39.52 | 134.53 | (8,475) | 1,018,970 | 58,167 |

  41. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated bylaws provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. In addition, our amended and restated certificate of incorporation provides that our directors and officers will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty, except as required by applicable law, as in effect from time to time. We have entered into customary indemnification agreements with our directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under the DGCL against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. There is no pending litigation or proceeding involving any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.