DEF 14A of Playtika Holding Corp., Apr 26, 2024

DEF 14A of Playtika Holding Corp.

Filed Apr 26, 2024 · FY20230001828016-24-000011

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors The Board currently consists of six directors who we believe contribute the breadth of knowledge and experience necessary for the advancement of our business strategies and objectives. Based on the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the following current six directors, for re-election at the Annual Meeting, each to serve for a one‑year term expiring at our annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualify:

  2. Proposal 1 - Election of Directors

    | Name | Age | Position | | Robert Antokol | 56 | Chief Executive Officer and Chairperson of the Board | | Marc Beilinson | 65 | Director | | Hong Du | 52 | Director | | Dana Gross | 56 | Director | | Tian Lin | 44 | Director | | Bing Yuan | 55 | Director |

  3. Proposal 1 - Election of Directors

    Each of the nominees for election currently serves as a director and has consented to serve for a new term if elected. Each nominated director was elected by our stockholders to his or her present term of office. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the shares of our common stock represented by the proxies will be voted for such other person or persons as may be designated by the Board, unless the Board reduces the number of directors accordingly. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or will decline to serve as a director. For more information regarding our nominees, please see the “Board of Directors and Corporate Governance” section of this Proxy Statement.

  4. Proposal 1 - Election of Directors

    | OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE. |

  5. Director Nominees

    Director Nominees The Board has nominated the following six current directors, identified below, for re-election at the Annual Meeting, each to serve for a one‑year term expiring at our annual meeting of stockholders in 2025, and until their respective successors are duly elected and qualify. The information presented below highlights each director nominee’s specific experience, qualifications, attributes, and skills that led the Board to the conclusion that he or she should serve as a director. We believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Playtika and the Board. We also value the additional perspective that comes from serving on other companies’ boards of directors and board committees. We continue to review the composition of the Board in an effort to assemble a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in various areas. Robert Antokol co-founded the Playtika business in 2010, with our subsidiary, Playtika Ltd., and has served as its Chief Executive Officer since its founding. Mr. Antokol also served as our Chief Executive Officer since October 2019 and as Chairperson of the Board since June 2020. In these roles, Mr. Antokol has overseen the expansion of our games portfolio and an employee base that grew from less than 50 to more than 3,000 employees. In 2011, only 13 months after founding Playtika, he successfully oversaw the sale of Playtika to Caesars Interactive Entertainment, Inc. (“CIE”), and in 2016, Mr. Antokol oversaw the sale of Playtika from CIE to a consortium of investors led by Giant Network Group Co., Ltd. Mr. Antokol received his Practical Engineering degree, with an emphasis on Electricity, from Ort Braude College. We believe Mr. Antokol’s operational expertise, leadership, historical knowledge and the continuity that he brings to the Board as our founder, Chief Executive Officer and Chairperson of the Board qualify him to continue to serve on the Board. Marc Beilinson has served as a member of the Board since June 2020, serves as chairperson of our Audit Committee and also serves on the Nominating and Corporate Governance Committee. Mr. Beilinson currently serves on the boards of several public companies, including Apollo Global Management, Inc., where he also serves as the chair of its compensation committee and as a member of the audit committee, Athene Holding Ltd., a retirement services company, where he also serves as the lead independent director and served as the chair of its compensation committee, and Exela Technologies. In addition, Mr. Beilinson currently serves on the board of directors of MMR Advisory Holdings, LLC. Since August 2011, Mr. Beilinson has been the Managing Partner of Beilinson Advisory Group, a financial restructuring and hospitality advisory group that specializes in assisting distressed companies. Most recently, Mr. Beilinson served as Chief Restructuring Officer of Newbury Common Associates LLC (and certain affiliates) from December 2016 to June 2017. Mr. Beilinson previously served as Chief Restructuring Officer of Fisker Automotive from November 2013 to August 2014 and as Chief Restructuring Officer and Chief Executive Officer of Eagle Hospitality Properties Trust, Inc. from August 2011 to December 2014 and Innkeepers USA Trust from November 2008 to March 2012. Mr. Beilinson has previously served on the boards of directors and/or audit committees of a number of other public and privately held companies, including, but not limited to, Westinghouse Electric, Caesars Acquisition Company, Wyndham International, Inc., Apollo Commercial Real Estate Finance, Inc., Innkeepers USA Trust, Gastar Exploration Inc., Acosta, Inc., American Tire, Haggen Stores, Rentpath Holdings, Inc., KB US, Inc., 24 Holdings II, LLC and Monitronics. Mr. Beilinson has a Bachelor of Arts in political science from the University of California, Los Angeles and a Juris Doctor from the University of California Davis Law School. We believe Mr. Beilinson’s over thirty years of service on the boards of both public and private companies, and his extensive knowledge of legal and compliance issues, including the Sarbanes-Oxley Act of 2002, qualify him to continue to serve on the Board. Hong Du has served as a member of the Board since January 2022 and also serves on the Compensation Committee. Since February 2013, Ms. Du has served as SINA’s Co-President and Chief Operating Officer. Ms. Du joined SINA in November 1999 and worked in Business Development until April 2004. From May 2004 to January 2005, Ms. Du served as Deputy General Manager of 1Pai.com, a joint venture between SINA and Yahoo! Ms. Du rejoined SINA in January 2005 and served as the General Manager of Sales Strategy from January 2005 to March 2005, General Manager of Sales from April 2005 to August 2005, Vice President of Sales from September 2005 to February 2007, Senior Vice President of Sales and Marketing from February 2007 to February 2008, and Chief Operating officer from February 2008 to February 2013. Hong Du has served as a director of Weibo Corporation, a publicly-traded company, since January 2014. Ms. Du holds a B.S. in Applied Chemistry from Harbin Institute of Technology and an M.S. in Business Administration from Lincoln University. We believe Ms. Du’s extensive experience in the technology industry as well has her service to the board of another major public company in the technology space qualifies her to continue to serve on the Board. Dana Gross has served as a member of the Board since January 2022 and also serves on the Audit Committee. Since 2022, Ms. Gross has served as Head of Strategic Initiatives at Fiverr International Ltd., and since 2016 has served as Chief Operating Officer of Prospera Technologies, an Israeli AI company, which was acquired by Valmont Industries. Prior to joining Prospera Technologies, Ms. Gross was Chief Financial Officer of eToro, a fintech company, from 2014 to 2016, and before that has held senior management roles with bTendo Ltd., SanDisk and M-Systems. Ms. Gross currently serves on the board and committees of Tower Semiconductors Ltd., and SolarEdge. In addition, Ms. Gross previously served on the boards of B. Gaon Holdings, M-Systems, AudioCodes, and PowerDsine and was a venture partner at one of Israel’s leading venture capital funds, Viola Ventures. Ms. Gross graduated Cum Laude from Tel Aviv University with a BSc in Industrial Engineering and received her MBA from San Jose State University. We believe Ms. Gross’ extensive experience in technology industries and venture capital, including her operational and financial experience, as well as her extensive experience of service to the boards of both public and private companies, qualify her to continue to serve on the Board.

  6. Director Nominees

    Tian Lin has served as a member of the Board since September 2016. Mr. Lin also serves on the boards of EOITEK, ltd and Mydreams Plus Group Ltd. Mr. Lin served as our Chief Executive Officer, President and Chief Financial Officer from September 2016 to October 2019 and as our Secretary from September 2016 to October 2020, although Mr. Lin has never had an operational role within the Company. Mr. Lin has also previously served on the boards of certain of our subsidiaries, including service on the board of Playtika Ltd. from 2016 to 2021. Since January 2018, Mr. Lin has also served as a managing director of M31 Capital, a multi-strategy investment platform based in China. Mr. Lin has extensive experience in the technology and online gaming industries, having served as the head of investment at Giant Network Group Co., Ltd. from January 2016 until January 2021 and leading Giant’s acquisition of Playtika in 2016. Mr. Lin received his bachelor of science degree in computer science from Carnegie Mellon and his M.B.A. from Peking University. We believe Mr. Lin’s extensive experience in the gaming and technology industries, as well as the continuity that he brings to the Board through his prior roles at Playtika and his service on the board of directors of our subsidiaries, qualify him to continue to serve on the Board. Bing Yuan has served as a member of the Board since June 2020, serving as lead independent director since November 2022, serves as chair of the Nominating and Corporate Governance Committee, and also serves on the Audit Committee and Compensation Committee. Mr. Yuan currently serves on the board and committees of Haichang Ocean Park Holdings Ltd, Four Seasons Education and 17 Education & Technology Group Inc. From April 2020 to December 2021, Mr. Yuan also served on the board of directors for I-Mab, a clinical stage biopharmaceutical company, where he served as a member of the audit committee. Additionally, Mr. Yuan is co-founder and managing partner of Rockets Capital since January 2022. Previously, Mr. Yuan was a managing director of Hony Capital since 2009. Prior to joining Hony Capital, Mr. Yuan served as a managing director of the direct investment department of Morgan Stanley Asia Limited from 2004 to 2008. Mr. Yuan has previously served as a director at other private and public companies, including PizzaExpress from August 2014 to October 2020, Biosensors International Group, Ltd. from May 2016 to July 2017 and Hydoo International Holding Ltd. from July 2011 to September 2019. Mr. Yuan received his bachelor’s degree in English from Nanjing University and received his master’s degree in international relations and his Juris Doctor from Yale University. We believe Mr. Yuan’s extensive experience in corporate finance, investment banking and service on various companies’ boards of directors qualifies him to continue to serve on the Board.

  7. Director Compensation

    Director Compensation The following table sets forth information for the year ended December 31, 2023, regarding the compensation awarded to, earned by or paid to our non-employee directors who served on the Board during 2023. Mr. Antokol, the Chairperson of the Board, who also served as our Chief Executive Officer during the year ended December 31, 2023, and continues to serve in that capacity, does not receive any additional compensation for his board service and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Antokol is reported below in the “2023 Summary Compensation Table.”

  8. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Marc Beilinson | 350,000 | 255,250 | — | 605,250 | | Hong Du | 300,000 | 255,250 | — | 555,250 | | Dana Gross | 75,000 | 255,250 | — | 330,250 | | Tian Lin | — | — | — | — | | Bing Yuan | 395,000 | 255,250 | — | 650,250 |

  9. Director Compensation

    __________ (1) Amounts reflect the following fees paid to Messrs. Beilinson, and Yuan, Mses. Gross and Du: (i) Mr. Beilinson received an annual cash retainer of $50,000 for his service on the board and an additional retainer of $50,000 (annually), $10,000 (annually) and $20,000 (per month) for his service as chair and member of the Audit Committee, a member of the Nominating and Corporate Governance Committee and a member of the Special Committee, respectively, (ii) Ms. Du received an annual cash retainer of $50,000 for her service on the board and an additional retainer of $10,000 (annually) and $20,000 (per month) for her service as a member of the Compensation Committee and a member of the Special Committee, respectively, (iii) Ms. Gross received an annual cash retainer of $50,000 for her service on the board and an additional retainer of $25,000 (annually) for her service as a member of the Audit Committee and (iv) Mr. Yuan received an annual cash retainer of $50,000 for his service on the board and an additional retainer of $25,000 (annually), $10,000 (annually), $10,000 (annually) and $25,000 (per month) for his service as a member of the Audit Committee, a member of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and the chair and member of the Special Committee, respectively. Mr. Lin did not receive any compensation for his service on the Board in 2023. (2) Amounts reflect the full grant-date fair value of the 25,000 fully vested RSUs granted to Messrs. Beilinson and Yuan and Mses. Gross and Du during 2023 calculated in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”), rather than the amounts paid to or realized by the non-employee director. We provide information regarding the assumptions used to calculate the value of all RSUs made to the non-employee directors in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2023, filed with the SEC on February 26, 2024. No non-employee members of the Board held outstanding unvested awards as of December 31, 2023.

  10. 2023 Executive Compensation Program Highlights

    | Base Salaries Unchanged or Reduced | •The base salaries for our named executive officers in 2023 remained the same from 2022 (subject to changes in the exchange rate for officers who were paid in the local currency) except for Mr. Antokol •In light of challenging economic conditions facing the Company and the Company’s broader cost-management efforts, Mr. Antokol agreed to reduce his 2023 base salary to the minimum salary required for his position under Israeli law | | Annual Bonus Plan Provides Formulaic Bonus Payouts Tied to Financial Performance | •Target bonus payout opportunities remained unchanged from 2022 and aligned with market practices ◦Below threshold: no bonus payout ◦Threshold payout: 50% of target ◦Target payout: 100% ◦Maximum payout: 200% of target •Pre-established financial performance targets ◦For 2023, annual bonus payouts were based on the achievement of pre-determined threshold, target and maximum Retention Plan Adjusted EBITDA goals (as described below) •Our Chief Executive Officer participates in the same annual bonus plan as other executive officers | | Adopted Clawback Policy | •Clawback policy that applies to our executive officers and requires our recoupment of erroneously-paid compensation in the event of a financial restatement |

  11. 2023 Executive Compensation Program Highlights

    | Performance-Based Long-Term Equity Incentives (Incentives Tied to 2023 Objectives Forfeited) | •Equity awards were granted to executive officers in February 2022 using 100% performance stock units (“PSUs”) •PSUs vest 25% per year based on the achievement of pre-established annual revenue growth targets •Actual PSUs earned range from 0% to 100% of target: ◦First Annual Performance Period ▪50% payout: 1% revenue growth ▪75% payout: 7.5% revenue growth ▪100% payout: 9% or more revenue growth ◦Second, Third and Fourth Annual Performance Periods ▪50% payout: 1% revenue growth ▪75% payout: 3% revenue growth ▪100% payout: 5% or more revenue growth (Awards will be determined based on linear interpolation between levels) •For 2023, based on our revenue growth performance, the PSUs eligible to vest based on 2023 performance were forfeited (other than the 25 PSUs that vested for our executives in Israel, as required by Israeli law) | | Maintain Executive Officer Stock Ownership Guidelines | •Robust stock ownership guidelines ◦CEO: 6x base salary ◦Other executive officers: 3x base salary Each officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, common stock beneficially owned by the officer and RSUs count towards the requirement, but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. In addition, unearned performance-based awards are not counted as ownership for purposes of measuring compliance with the guidelines. |

  12. Determination of Compensation

    Determination of Compensation Role of the Compensation Committee. The Compensation Committee is responsible for overseeing all aspects of our executive compensation programs, including executive salaries, annual and long-term incentives and any executive perquisites for our named executive officers. The Compensation Committee considers such factors as it determines are appropriate in setting executive compensation, including the recommendations of our Chief Executive Officer (other than with respect to himself), current and past total compensation, company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership and internal equity pay considerations. Role of Compensation Consultant. The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The Compensation Committee retained Pearl Meyer in late 2021 as its independent compensation consultant and continued to retain Pearl Meyer throughout 2023. Pearl Meyer reports directly to the Compensation Committee. Pearl Meyer also communicates with management to gather information and review management proposals as needed. Pearl Meyer’s responsibilities include: •Reviewing and advising on executive compensation program design and policies, including the performance measures to be used under the executive compensation program and goal setting •Advising on executive compensation philosophy •Providing analysis and recommendations regarding the composition and selection of our peer group companies •Conducting executive compensation proxy and survey pay benchmarking •Assessing peer group annual and long-term incentive plan design practices •Assessing peer group equity dilution and burn rate practices •Updating the Compensation Committee with executive compensation and governance trends, best practices, and proxy advisory policy updates •Advising on other related programs such as stock ownership guidelines, severance, change-in-control severance, clawback policies, etc. Other than advising the Compensation Committee as described above, Pearl Meyer did not provide any services to the Company in 2023. The Compensation Committee has sole authority to hire, fire and set the terms of engagement with Pearl Meyer. The Compensation Committee assessed the independence of Pearl Meyer, and each other adviser and outside legal counsel that provide advice to the Compensation Committee, pursuant to applicable rules and regulations of the SEC and the Nasdaq Stock Market and concluded that Pearl Meyer and such other advisers are independent. Further, pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from retaining Pearl Meyer. The Compensation Committee intends to reassess the independence of its advisers at least annually. Role of Management. In setting compensation for 2023, our Chief Executive Officer worked closely with the Compensation Committee in managing our executive compensation program. Our Chief Executive Officer made recommendations to the Board regarding compensation for our executive officers other than himself because of his daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding his or her own compensation package. Competitive Positioning. The Compensation Committee reviews our peer group periodically to reflect changes in market capitalization and other factors, including acquisitions. In early 2022, Pearl Meyer assisted the Compensation Committee in identifying an appropriate peer group of companies for use as a reference when determining director and executive compensation. The peer group identified below was selected in January 2022 and the selection criteria identified below were measured at such date. The identified peer group consisted of 15 companies selected based on the following characteristics and parameters and not on the basis of executive compensation levels:

  13. Determination of Compensation

    | MARKET CAPITALIZATION | •Represents a range of 0.2x to 5.0x of our market capitalization at the time the peer group was established (which was approximately $7 billion). •Our market capitalization was positioned near the 36th percentile of the peers at the time the peer group was selected in January 2022. | | SECTOR | •Represents public U.S. communication services, consumer discretionary and technology companies. •Focuses on gaming/entertainment, technology/internet and leisure time/discretionary spending. | | REVENUE GROWTH | •Includes high growth companies, by reviewing 1-, 3- and 4-year compound annual growth. •Represents companies with double digit historical revenue growth. | | TTM REVENUE | •Represents a range of 0.3x to 3.0x our trailing twelve month (TTM) revenues at the time the peer group was established (approximately $2.5 billion at the time the peer group was selected). •Our TTM revenue was positioned near the 36th percentile of the peers at the time the peer group was selected in January 2022. | | GEOGRAPHIC LOCATION | •Focuses on U.S. listed companies. |

  14. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program The primary elements of our named executive officers’ compensation and the main objectives of each are: •Base Salary: Base salary attracts and retains talented executives, recognizes individual roles and responsibilities and provides stable income; •Annual Bonus Plan: Annual performance bonuses help to incentivize executives to work towards key corporate performance objectives on an annual basis; •Equity-Based Long-Term Incentive Compensation: Equity compensation, provided in the form of stock options, restricted stock units (“RSUs”) and PSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial performance and helps retain executive talent; •Retention Plan Awards: ◦Appreciation Unit Awards. Annual performance-based payments promote the achievement of key financial performance objectives and reward executives for their contributions toward achieving those objectives; ◦Retention Awards: Retention awards provide for annual payments and help retain executive talent; and •Other Benefits and Perquisites: Our named executive officers are eligible to participate in our health and welfare programs and our retirement programs. Our Israel-based named executive officers also receive other customary or mandatory social benefits in Israel on the same basis as our other full-time Israel-based employees. We also provide certain additional benefits to our named executive officers, which aid in attracting and retaining executive talent. Each of these elements of compensation is described further below.

  15. Annual Bonus Plan

    Annual Bonus Plan We adopted a bonus plan for 2023 pursuant to which annual bonuses will be paid to our employees, including our executive officers, based on a pool that is established by the Board upon consideration of “Retention Plan Adjusted EBITDA” for 2023 and the named executive officers’ target annual bonuses. The annual bonus pool is determined by the Compensation Committee based on our results for the applicable year. “Retention Plan Adjusted EBITDA,” as used herein, is a non-GAAP financial measure which means the Adjusted EBITDA of our company and its subsidiaries for the applicable calendar year, increased by the payments in respect of awards under the Playtika Holding Corp. Retention Plan for the applicable year, the amount of retention awards to key individuals associated with acquired companies and certain other adjustments. Adjusted EBITDA, from which Retention Plan Adjusted EBITDA is determined, is also a non-GAAP financial measure which we define as net income before (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization expense, (5) stock-based compensation, (6) legal settlements, (7) contingent consideration, (8) acquisition and related expenses, (9) expenses under our long-term compensation plan, (10) M&A related retention payments, and (11) certain other items. For a reconciliation of Retention Plan Adjusted EBITDA to net income, please see Appendix A. The Committee established threshold, target and maximum achievement levels relative to Retention Plan Adjusted EBITDA for 2023, which would result in an annual bonus pool to be allocated to employees, including the executive officers, by our Chief Executive Officer. Our “target” 2023 Retention Plan Adjusted EBITDA was $930,000,000, which would equate to a bonus pool equal to 7.5% of 2023 Retention Plan Adjusted EBITDA. Our “threshold” 2023 Retention Plan Adjusted EBITDA was set at 90% of “target,” which would result in a total bonus pool equal to 6.5% of 2023 Retention Plan Adjusted EBITDA. Our “maximum” 2023 Retention Plan Adjusted EBITDA objective was set at 110% of target, which would result in a total bonus pool equal to 8.5% of 2023 Retention Plan Adjusted EBITDA. Straight-line interpolation is used to calculate payouts associated with actual results falling between goals. For 2023, our named executive officers’ threshold, target and maximum annual bonus opportunities corresponding to the foregoing Retention Plan Adjusted EBITDA threshold, target and maximum objectives and the corresponding bonus pools at each level remained unchanged from 2022 and are reflected in the table below:

  16. Annual Bonus Plan

    | Name | Threshold Bonus ($) | Target Bonus ($) | Maximum Bonus ($) | | Robert Antokol | 1,750,000 | 3,500,000 | 7,000,000 | | Craig Abrahams | 1,000,000 | 2,000,000 | 4,000,000 | | Ofer Kinberg | 625,000 | 1,250,000 | 2,500,000 | | Shlomi Aizenberg | 625,000 | 1,250,000 | 2,500,000 | | Michael Cohen | 550,000 | 1,100,000 | 2,200,000 |

  17. Annual Bonus Plan

    Our 2023 Retention Plan Adjusted EBITDA was $944.4 million, or 101.6% of our “target” Retention Plan Adjusted EBITDA, which resulted in an annual bonus pool equal to 7.66% of 2023 Retention Plan Adjusted EBITDA or $72.3 million. Based on our 2023 Retention Plan Adjusted EBITDA, each executive received a 2023 annual bonus payout equal to 116% of his target bonus, which was calculated based on straight-line interpolation between the “target” and “maximum” 2023 Retention Plan Adjusted EBITDA objectives. Accordingly, in February 2024, our Compensation Committee approved the following 2023 bonuses to our named executive officers: Mr. Antokol, $4,042,763; Mr. Abrahams, $2,310,151; Mr. Kinberg, $1,443,844; Mr. Aizenberg, $1,443,844 and Mr. Cohen, $1,270,583. In February 2024, the Committee reviewed the target bonuses for the named executive officers and determined not to make adjustments to the target bonuses for the named executive officers for 2024.

  18. Playtika Holding Corp. 2021-2024 Retention Plan

    Playtika Holding Corp. 2021-2024 Retention Plan We maintain the Playtika Holding Corp. 2021-2024 Retention Plan to provide certain key employees and consultants of the company and its subsidiaries the right to receive annual cash retention awards and awards providing an opportunity to participate in the appreciation of the company’s value and in order to retain these key employees and consultants and reward them for contributing to the success of the company and its subsidiaries. The Retention Plan includes performance periods covering calendar years 2021, 2022, 2023 and 2024. The Retention Plan is administered by our Chief Executive Officer, who generally has the authority to approve awards under the plan and generally administer the plan. Initial awards were granted under the Retention Plan in August 2019, with subsequent awards to employees or consultants after such date granted at the discretion of the administrator. The Retention Plan will expire on December 31, 2024. •Appreciation Unit Awards. Participants in the Retention Plan may be granted a number of notional interests, or “Appreciation Units,” representing a right to receive payment of a proportionate interest of the appreciation pool for each calendar year during the term of the plan. Appreciation Units vest on December 31 of each calendar year during the term of the plan for the applicable one-year performance periods, subject to the participant’s continued service through such vesting date. Upon vesting, a participant receives a cash payment in respect of his or her proportionate share of the annual appreciation pool (based on the total number of Appreciation Units outstanding and eligible for payment as of such date), which payment will be made no later than March 15 following the applicable vesting date. For certain participants, including the named executive officers, 50% of the estimated annual payment is paid to the participant in July of each calendar year based on the estimated total annual appreciation pool for such year, with the remaining portion of the payment due to a participant in respect of his Appreciation Units for the calendar year paid following the end of the year as described above. The Retention Plan provides that a maximum of 200,000 Appreciation Units may be awarded. The annual appreciation pool under the Retention Plan will be determined as follows: •For 2021, (A) 14% of the Retention Plan Adjusted EBITDA for such calendar year, less (B) $25,000,000. •For 2022, (A) 14.5% of the Retention Plan Adjusted EBITDA for such calendar year, less (B) $25,000,000. •For each of 2023 and 2024, (A) 15.0% of the Retention Plan Adjusted EBITDA for such calendar year, less (B) $25,000,000. For 2023, the appreciation pool under the Retention Plan was equal to (1) 15% multiplied by our Retention Plan Adjusted EBITDA for such calendar year, less (2) $25,000,000. Adjusted EBITDA for purposes of the Retention Plan, or “Retention Plan Adjusted EBITDA” has the same meaning as Retention Plan Adjusted EBITDA described above under “Annual Bonus Plan.” In the event of a change in control prior to December 31, 2024, subject to a participant’s continued service on the date of such change in control (except as described below), a participant will receive a cash payment equal to his or her proportionate share of the net change in control appreciation pool (as described below) (based on the number of Appreciation Units outstanding and eligible for payment in respect of such change in control), with such amount referred to as the CIC Eligible Appreciation Amount. Except as otherwise provided in the Retention Plan or in the applicable award agreement, a participant’s CIC Eligible Appreciation Amount shall be paid in cash in four equal annual installments commencing on December 31 of the calendar year in which such change in control occurs, subject to continued service on each payment date. In the event a participant is terminated by the company without cause, resigns for good reason, or is terminated by reason of his or her death or disability (each, as defined in the Retention Plan), in each case following such change in control, the CIC Eligible Appreciation Amount will be paid within 60 days following such termination. Certain participants, including the named executive officers, will be paid their CIC Eligible Appreciation Amount in a lump sum within 30 days following the change in control. The net change in control appreciation pool will be equal to (1) an amount equal to 12% of the net transaction proceeds received by the company undergoing the change in control (as further defined in the Retention Plan) less (2) the unpaid portion of the total retention pool under the Retention Plan as of such date. For purposes of the Retention Plan, “net transaction proceeds” is determined by either (i) the fair market value of the net consideration to be paid to the equity holders (on a fully diluted basis) in such change in control, or (ii) in the event of the sale, license or other disposition of our assets that constitutes a change in control, the aggregate value of any consideration that would be received by our equity holders if we were liquidated immediately following the consummation of such sale, license or other disposition, in each case, plus debt, plus cash and cash equivalents and restricted cash, and less transaction expenses, subject to certain adjustments. Under the Retention Plan, a change in control will not be deemed to have occurred unless the net transaction proceeds (calculated prior to giving effect to the calculation of the amounts payable under the Retention Plan) are equal to or greater than $3.0 billion. In October 2020, 43,000 Appreciation Units held by Mr. Antokol under the Retention Plan were cancelled. Pursuant to an amendment to the Retention Plan adopted in October 2020, these cancelled Appreciation Units formerly held by Mr. Antokol will be considered “retired units” for purposes of the plan and will be deemed to be outstanding and eligible for payment solely for purposes of determining the per unit value to be paid to participants, but no amounts will be paid to Mr. Antokol or otherwise with respect to such retired units. •Retention Awards. Retention Awards are provided to eligible employees and consultants as an incentive to remain in service with the company during the four-year term of the Retention Plan. Each participant may be awarded a number of notional interests, each, a “Retention Unit”, with each Retention Unit representing a right to receive payment of his or her proportionate interest of the annual retention pool for each such calendar year. A total of 100,000 Retention Units are authorized for issuance under the Retention Plan. Each annual retention pool under the 2021-2024 Retention Plan will be $25,000,000. Such Retention Units vest on December 31 of each calendar year during the term of the plan, commencing December 31, 2021, subject to the participant’s continued service through such vesting date. Upon vesting, a participant receives a cash payment in respect of his or her proportionate share of the annual retention pool (based on the number of Retention Units outstanding and eligible for payment as of such date), which payment will be made no later than the last day of the calendar month following the applicable vesting date. For certain participants, including the named executive officers, 50% of the estimated annual payment is paid to the participant in July of each calendar year based on the annual retention pool, with the remaining portion of the payment due to a participant in respect of his Retention Units for the calendar year paid following the end of the year as described above.

  19. Playtika Holding Corp. 2021-2024 Retention Plan

    In the event of a change in control prior to December 31, 2024, subject to a participant’s continued service on the date of such change in control (except as described below), a participant will receive a cash payment equal to his or her proportionate share of the unpaid portion of the total retention pool for the remaining term of the Retention Plan as of the date of the change in control (less any deductions for prior payouts to terminated participants) (based on the number of Retention Units outstanding and eligible for payment as of such date), with such amount referred to as the CIC Eligible Retention Amount. The CIC Eligible Retention Amount will be paid to participants pursuant to the same schedule and subject to the same accelerated payment terms as the CIC Eligible Appreciation Amount described above. Certain participants, including the named executive officers, will be paid their CIC Eligible Retention Amount in a lump sum within 30 days following the change in control. •Effect of Termination of Service. For certain participants, in the event of the participant’s termination without cause or resignation for good reason, or termination by reason of death or disability, he or she will be eligible to receive a lump sum cash payment equal to his or her proportionate share (based on the number of Retention Units outstanding and eligible for payment as of such date) of the unpaid portion of the total retention pool for the remaining term of the Retention Plan as of the date of termination, which amount shall be paid in cash within 60 days following the date of termination. In the event of such a termination, such participant will also remain eligible to receive payments in respect of his or her Appreciation Units for all vesting dates that have not yet occurred prior to the date of such termination, which payments will be made as and when such payments are made to other Appreciation Unit holders. For all other participants, in the event of termination due to death or disability on or after January 1, 2021, but prior to December 31, 2024, the participant will receive a payment in respect of his or her proportionate share (based on the number of Retention Units outstanding and eligible for payment as of such date) of the unpaid portion of the total retention pool for the remaining term of the Retention Plan as of the date of termination, pro-rated for the portion of the period between January 1, 2021 and December 31, 2024 that has elapsed prior to termination, payable within 60 days following termination. In addition, the participant will retain the right to receive payments for a pro-rated portion of his or her Appreciation Units for all vesting dates that have not yet occurred prior to the date of such termination, which payments will be made as and when such payments are made to other Appreciation Unit holders. All payments triggered by a termination of employment or service will be subject to the execution of a general release of claims in favor of the company. If a participant terminates service for any reason other than as described above, the participant will immediately forfeit all unvested Retention Units and Appreciation Units. Named Executive Officer Awards Under the Retention Plan The following table shows the outstanding awards held by our named executive officers under the Retention Plan as of December 31, 2023. None of our named executive officers received additional awards under the Retention Plan in 2023. As of December 31, 2023, a total of 82,400 Retention Units and 123,722 Appreciation Units were outstanding under the Retention Plan (which does not include the 43,000 Appreciation Units previously held by Mr. Antokol under the Retention Plan that were cancelled in October 2020, but which continue to be treated as outstanding and eligible for payment, although no payments will be made with respect to such cancelled units). Our Retention Plan Adjusted EBITDA for 2023 was $944.4 million resulting in an appreciation pool of approximately $116.7 million. In addition to that amount, we had $25.0 million of retention payments per the plan. The amounts earned by our named executive officers for 2023 with respect to their Retention Units and Appreciation Units under the Retention Plan are shown in the “2023 Summary Compensation Table” below.

  20. Equity Compensation

    Equity Compensation We view equity-based compensation as a critical component of our balanced total compensation program going forward as a public company. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. Accordingly, the Board, and the Compensation Committee, from time to time may grant equity incentive awards covering shares of our common stock to our named executive officers and will review their equity incentive compensation going forward. None of our named executive officers received equity awards in 2023.

  21. Performance Stock Unit Awards

    Performance Stock Unit Awards On February 7, 2022, the Compensation Committee approved the grant of PSUs to each of our named executive officers pursuant to the Company’s 2020 Incentive Award Plan, as amended (“2020 Plan”). The PSUs are eligible to vest in four equal installments based on the Company’s annual revenue growth rate over four annual performance periods consisting of calendar years 2022, 2023, 2024 and 2025, with up to 25% of the award eligible to vest each year. The following table shows the number of PSUs awarded to each named executive officer:

  22. Performance Stock Unit Awards

    | Name | PSUs (#) | | Robert Antokol | 810,811 | | Craig Abrahams | 378,378 | | Ofer Kinberg | 297,297 | | Shlomi Aizenberg | 297,297 | | Michael Cohen | 202,703 |

  23. Performance Stock Unit Awards

    For each annual performance period, up to 25% of the PSUs will be eligible to vest based on the Company’s annual revenue growth rate during the applicable performance period relative to threshold, target and maximum achievement levels. The following tables shows the threshold, target and maximum objectives and corresponding achievement levels for the Company’s annual revenue growth rate for each annual performance period:

  24. Performance Stock Unit Awards

    | Annual Revenue Growth Rate for the First Annual Performance Period | Revenue Growth Achievement Percentage | | Less than 1% | 0% | | 1% | 50% | | 7.5% | 75% | | 9% or more | 100% |

  25. Performance Stock Unit Awards

    | Annual Revenue Growth Rate for the Second, Third and Fourth Annual Performance Period | Revenue Growth Achievement Percentage | | Less than 1% | 0% | | 1% | 50% | | 3% | 75% | | 5% or more | 100% |

  26. Performance Stock Unit Awards

    If the Company’s annual revenue growth rate for a performance period is between two achievement levels, the achievement percentage will be determined by linear interpolation between the applicable achievement levels. Notwithstanding the foregoing, for Messrs. Antokol, Kinberg and Aizenberg, in no event shall less than 25 PSUs vest during each performance period. If a named executive officer’s employment is terminated by the Company other than for “cause” or by the executive for “good reason” (each, as defined in the 2020 Plan), in each case, prior to a change in control, then the named executive officer will remain eligible to vest in the number of PSUs that would vest during the performance period in which the termination date occurred based on actual performance, prorated to reflect the number of days the executive was employed during such performance period, provided that if such qualifying termination occurs within three months prior to a “change in control” (as defined in the 2020 Plan), all outstanding PSUs at the time of termination will be treated as provided below upon the occurrence of a change in control. Upon the occurrence of a change in control, all 100% of the outstanding PSUs as of the date of the change in control will be eligible to vest based on the passage of time in substantially equal installments on each December 31 occurring following the change in control through and including December 31, 2025, subject to the executive’s continued service through the applicable vesting date; provided that any PSUs eligible to vest based on a completed performance period but which have not yet vested will vest based on actual performance for such completed performance period on the date of the change in control. In the event a named executive officer experiences a qualifying termination after a change in control, but on or prior to December 31, 2025, any outstanding and unvested PSUs will accelerate and vest in full on the date of termination.

  27. Achievement of Performance Stock Unit Awards – Second Annual Performance Period

    Achievement of Performance Stock Unit Awards – Second Annual Performance Period The second annual performance period for the 2022 PSUs concluded on December 31, 2023. In February 2024, the Compensation Committee determined that the Company’s annual revenue growth rate during the applicable performance period was less than 1%, which resulted in a revenue growth achievement percentage of 0%. As a result, only 25 of the PSUs eligible to vest with respect to the 2023 performance for Messrs. Antokol, Kinberg and Aizenberg, vested in February 2024, in accordance with the terms of the PSU award agreement for these executives which provides that no less than 25 PSUs shall vest annually in order to comply with Israeli law. No PSUs vested for Messrs. Abrahams or Cohen. The following table shows the number of PSUs in which each named executive officer vested in February 2024 based on 2023 performance:

  28. Achievement of Performance Stock Unit Awards – Second Annual Performance Period

    | Name | PSUs (#) | | Robert Antokol | 25 | | Craig Abrahams | — | | Ofer Kinberg | 25 | | Shlomi Aizenberg | 25 | | Michael Cohen | — |

  29. Perquisites and Other Benefits

    Perquisites and Other Benefits Our named executive officers are provided with certain enhanced benefits to aid in the performance of their respective duties and to provide competitive compensation with executives with similar positions and levels of responsibilities. Each of our named executive officers is provided with a cell phone allowance. Each of our full-time employees is eligible to receive certain other annual benefits. Our executives in Israel may also receive annual holiday and service recognition gifts from us, a food allowance and the ability to participate in a company-sponsored camp for our employees’ children, each of which is a benefit we provide to all of our Israel-based employees. We also provide security for Mr. Antokol and his family. The decision to provide Mr. Antokol with the personal security benefit was prompted by the results of an analysis provided by an independent professional consulting firm specializing in executive safety and security. Based on these results, the Board approved personal security services to Mr. Antokol and his family. We also maintain a corporate aircraft that is used primarily for business travel by our executive officers. The Board, based on the foregoing executive safety and security analysis, has determined that Mr. Antokol will be required to use our corporate aircraft for all travel (or otherwise via private air travel), including non-business travel. However, during 2023, due to operational circumstances or the cost of a private aircraft, Mr. Antokol occasionally travelled by commercial airline. During 2023, Mr. Antokol reimbursed the company for the full incremental cost to the company of any personal aircraft use. On occasion, our executive officers may have family members and other guests accompany them on our corporate aircraft when traveling on business, but we do not incur any incremental cost as a result of such family or guest travel. Tax Gross-Ups. Pursuant to Messrs. Abrahams and Cohen’s award agreements under the Retention Plan and the 2020 Plan, in the event a change in control occurs and an excise tax is imposed by reason of the application of Sections 280G and 4999 of the Internal Revenue Code as a result of any compensatory payments made to Messrs. Abrahams and Cohen under such arrangements in connection with such change in control, each executive will be entitled to an additional “gross-up” payment in an amount equal to any such excise tax plus any taxes resulting from such payments. Additionally, from time to time, we make gross up payments to cover the personal income taxes for Messrs. Antokol, Kinberg and Aizenberg with respect to taxable income recognized by them as a result of company-paid holiday-related gifts, health insurance, and costs associated with company-paid business meetings that are taxable under Israeli law, as well as their children’s participation in a company-sponsored camp, as detailed in the footnotes to the “2023 Summary Compensation Table” below.

  30. Retirement and Other Benefits

    Retirement and Other Benefits Health and Welfare Benefits for U.S. Employees. All of our full-time U.S. employees, including our U.S.-based named executive officers Messrs. Abrahams and Cohen, are eligible to participate in our health and welfare plans on the same basis, including: • medical, dental and vision benefits; • medical and dependent care flexible spending accounts; • short-term and long-term disability insurance; and • life and accidental death and disability insurance. U.S. 401(k) Plan. Our U.S.-based employees who satisfy certain eligibility requirements are also eligible to participate in a 401(k) retirement savings plan. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are subject to a three-year vesting schedule. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. Benefits to Israeli Employees. Generally, benefits available to our Israel-based employees are available to all Israel-based employees on the same basis, which include welfare benefits, annual vacation leave, sick leave, convalescence pay, military duty leave, transportation expense reimbursement, advanced study fund, life and disability insurance and other customary or mandatory social benefits in Israel. We make monthly contributions to funds administered by financial institutions for certain pension and severance liabilities on behalf of each of our Israel-based employees, including our Israel-based named executive officers, subject to certain conditions. The amount of these contributions is based on a percentage of the employee’s salary, taking into account any base salary thresholds under Section 14 of the Israeli Severance Pay Law—1963. Generally, company contributions to a pension insurance policy, manager’s insurance policy and/or pension fund, or a combination (based on the employee’s personal choice), up to a total of 14.83% of an employee’s determining salary, or applicable portion thereof, of which up to 8.33% is a severance pay component contributed to a severance fund (applying the arrangement in accordance with Section 14 of the Israeli Severance Pay Law—1963), and up to 6.5% of which is applied to compensatory payments. These severance contributions under Section 14 of the Israeli Severance Pay Law—1963 satisfy in full our statutory severance pay obligation for our Israel-based employees. The compensatory payment component is applied to fund pension and/or disability benefits for the employee. Our Israel-based employees make a corresponding contribution of up to 6% of their salary.

  31. Severance Benefits

    Severance Benefits We are party to employment agreements with our Israel-based named executive officers. Mr. Antokol’s employment agreement provides for severance benefits upon his qualifying termination. In addition, all of our Israel-based named executive officers are entitled to severance pay upon termination of employment for any reason, including retirement, according to Section 14 of the Israeli Severance Pay Law—1963. We make a contribution on a monthly basis for each of our Israel-based employees, including our Israel-based named executive officers, of 8.33% of their monthly salary to a severance fund for this purpose. Section 14 states that company’s contributions for severance pay shall be in lieu of severance compensation and, upon release of the policy to the employee, no additional obligations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the company to the employee unless otherwise specified in a written agreement between the company and the employee. A description of these arrangements is set forth under “—Employment Agreements” below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, is set forth in “—Potential Payments Upon Termination or Change in Control” below.

  32. Governance, Tax and Accounting Considerations

    Governance, Tax and Accounting Considerations As a general matter, the Board reviews and considers the various tax and accounting implications of compensation programs we utilize. Ownership Guidelines. In addition to the elements of executive officer compensation described below, we have adopted stock ownership guidelines pursuant to which our executive officers are required to hold a number of shares of our common stock having a market value equal to or greater than a multiple of each executive’s base salary. Each officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, common stock beneficially owned by the officer and RSUs count towards the requirement, but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. In addition, unearned performance-based awards are not counted as ownership for purposes of measuring compliance with the guidelines. Our stock ownership guidelines are as follows:

  33. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 31, 2023.

  34. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compen-sation ($)(3) | All Other Compen- sation ($) | Total ($)(4) | | Robert Antokol | 2023 | 17,146 | 13,652,913 | — | — | 34,131,660 | 1,187,727(5) | 48,989,446 | | Chief Executive Officer | 2022 | 366,818 | 13,586,957 | 12,689,192 | — | 29,317,140 | 1,304,087 | 57,264,194 | | | 2021 | 399,845 | 35,033,472 | — | — | 26,388,526 | 1,301,626 | 63,123,469 | | Craig Abrahams | 2023 | 350,000 | 2,123,786 | — | — | 8,090,018 | 7,077(6) | 10,570,881 | | President and Chief Financial Officer | 2022 | 350,000 | 2,113,527 | 7,177,296 | — | 6,514,212 | 6,560 | 16,161,595 | | | 2021 | 290,000 | 7,506,984 | — | — | 5,069,057 | 6,560 | 12,872,601 | | Ofer Kinberg | 2023 | 325,041 | 2,123,786 | — | — | 7,223,711 | 66,131(7) | 9,738,669 | | Chief Revenue Officer | 2022 | 340,909 | 2,113,527 | 5,594,458 | — | 6,015,637 | 68,997 | 14,133,528 | | | 2021 | 315,862 | 2,687,984 | — | — | 5,069,057 | 61,744 | 8,134,647 | | Shlomi Aizenberg | 2023 | 325,041 | 2,123,786 | — | — | 7,223,711 | 69,032(8) | 9,741,570 | | Chief Operating Officer | 2022 | 340,909 | 2,113,527 | 5,594,458 | — | 6,015,637 | 445,490 | 14,510,021 | | | 2021 | 278,702 | 2,687,984 | — | — | 5,069,057 | 60,072 | 8,095,815 | | Michael Cohen | 2023 | 385,000 | 1,061,893 | — | — | 4,160,517 | 7,113(6) | 5,614,523 | | Chief Legal Officer and Corporate Secretary | 2022 | 385,000 | 1,056,763 | 4,166,382 | — | 3,323,582 | 6,560 | 8,938,287 | | | 2021 | 350,000 | 4,853,992 | — | — | 2,534,529 | 6,560 | 7,745,081 |

  35. 2023 Summary Compensation Table

    __________ (1) Amounts in this column reflect payouts pursuant to the named executive officer’s Retention Units under the 2021-2024 Retention Plan for 2021 and 2022 (which amounts were calculated and paid in U.S. Dollars for all named executive officers). For 2021, also includes annual bonus payouts in the following amounts: Mr. Antokol, $6,000,000; Mr. Abrahams, $319,000; Mr. Kinberg, $750,000; Mr. Aizenberg, $750,000; and Mr. Cohen, $385,000. The foregoing annual bonus amounts to our named executive officers other than Messrs. Abrahams and Cohen are paid in NIS and were converted into U.S. Dollars for purposes of this table using the following exchange rate: NIS 3.20 : USD $1.00. This column also includes a discretionary transaction bonus paid to Messrs. Antokol, Abrahams and Cohen in recognition of their efforts towards our IPO in 2021 of $16,575,000, $5,250,000 and $3,500,000, respectively. Mr. Antokol’s 2021 transaction bonus was paid in NIS and was converted into U.S. Dollars for purposes of this table using the exchange rate in effect on the applicable payment date (NIS 3.20 : USD $1.00). (2) Amounts reflect the full grant-date fair value of PSUs, RSUs and stock options granted during the applicable year calculated in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”), rather than the amounts paid to or realized by the named executive officer. We provide information regarding the assumptions used to calculate the value of all PSUs, RSUs and option awards made to the named executive officers in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2023, filed with the SEC on February 26, 2024. Amounts for 2022 include the incremental fair value of replacement RSUs granted to Messrs. Abrahams, Kinberg, Aizenberg and Cohen in 2022 in connection with the Option Exchange compared to the surrender date fair value of surrendered options in the amount of $1,255,680, $941,760, $941,760 and $994,080, respectively. For additional information on the RSUs granted in connection with the Option Exchange, including the accelerated vesting provisions, see “Compensation Discussion and Analysis—Equity Compensation—Option Exchange” above. With respect to the PSUs granted as annual awards to the named executive officers in 2022, the number of PSUs that are eligible to vest will be determined based on the Company’s annual revenue growth rate over four one-year annual performance periods ending December 31 of the applicable year. The grant date fair value of the PSUs included in this column was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined assuming performance at 100%. The highest level of performance that may be achieved for the PSUs is 100% of the target. The grant date fair values for the PSUs granted during 2022 (assuming performance at the maximum level) was $12,689,192 for Mr. Antokol, $5,921,616 for Mr. Abrahams, $4,652,698 for Mr. Kinberg, and $4,652,698 for Mr. Aizenberg and $3,172,302 for Mr. Cohen. (3) Amounts reflect payouts pursuant to the named executive officer’s Appreciation Units under the 2021-2024 Retention Plan for 2022 and 2021 (which amounts are calculated and paid in U.S. Dollars for all named executive officers). Those payouts for 2023 are as follows: Mr. Antokol, $30,088,897; Mr. Abrahams, $5,779,867; Mr. Kinberg, $5,779,867; Mr. Aizenberg, $5,779,867; and Mr. Cohen, $2,889,934. Those payouts for 2022 are as follows: Mr. Antokol, $26,990,457; Mr. Abrahams, $5,184,679; Mr. Kinberg, $5,184,679; Mr. Aizenberg, $5,184,679; and Mr. Cohen, $2,592,339. For 2023, also includes annual bonus payouts in the following amounts: Mr. Antokol, $4,042,763; Mr. Abrahams, $2,310,151; Mr. Kinberg, $1,443,844; Mr. Aizenberg, $1,443,844; and Mr. Cohen, $1,270,583 (which amounts were calculated in U.S. Dollars for all named executive officers). For 2022, also includes annual bonus payouts in the following amounts: Mr. Antokol, $2,326,683; Mr. Abrahams, $1,329,533; Mr. Kinberg, $830,958; Mr. Aizenberg, $830,958; and Mr. Cohen, $731,243 (which amounts were calculated in U.S. Dollars for all named executive officers). (4) For 2023 amounts, unless otherwise noted in the footnotes above, the compensation for our named executive officers other than Messrs. Abrahams and Cohen was paid in NIS and have been converted to U.S. Dollars using the average exchange rate for 2023 based on the applicable payment dates of such compensation (NIS 3.69 : USD $1). For 2022 amounts, unless otherwise noted in the footnotes above, the compensation for our named executive officers other than Messrs. Abrahams and Cohen was paid in NIS and have been converted to U.S. Dollars using the average exchange rate for 2022 based on the applicable payment dates of such compensation (NIS 3.52 : USD $1). For 2021 amounts, unless otherwise noted in the footnotes above, the compensation for our named executive officers other than Messrs. Abrahams and Cohen was paid in NIS and have been converted to U.S. Dollars using the average exchange rate for 2021 based on the applicable payment dates of such compensation (NIS 3.23 : USD $1). (5) For 2023, amount reflects (A) a contribution of $992 by the company to an Israeli pension fund under Israeli law, (B) a contribution of $1,435 by the company to the executive’s severance fund under Section 14 of the Israeli Severance Pay Law-1963, (C) a contribution of $1,295 by the company to an Israeli educational fund, (D) an annual contribution to a long-term disability insurance of $1,295, and (E) a contribution of $907 by the company as convalescence pay. Also includes a company-paid cell phone allowance of $1,517, an annual transportation allowance of $9,765, costs incurred by the company for security services of $1,160,063, a $6,746 tax gross-up related to company-paid holiday-related gifts, health insurance, and costs associated with company-paid business meetings that are taxable under Israeli law, as well as his children’s participation in a company-sponsored camp of $1,224, and costs incurred by the company for holiday-related gifts of $2,526. (6) For Messrs. Abrahams and Cohen for 2023, amount reflects (A) 401(k) matching contributions made by the Company of $6,000, (B) a life insurance benefit of $357 (Abrahams) and $393 (Cohen), and (C) disability insurance of $720. Neither Mr. Abrahams nor Mr. Cohen received perquisites with a value that exceeded $10,000, in the aggregate, in 2023. (7) For 2023, amount reflects (A) a contribution of $19,289 by the company to an Israeli pension fund under Israeli law, (B) a contribution of $27,114 by the company to the executive’s severance fund under Section 14 of the Israeli Severance Pay Law-1963, (C) a contribution of $3,834 by the company to an Israeli educational fund, (D) an annual contribution to a long-term disability insurance of $2,441, and (E) a contribution of $907 by the company as convalescence pay. Amount also includes a company-paid cell phone allowance of $215, an annual transportation allowance of $830, a $4,610 tax gross-up related to company-paid holiday-related gifts, health insurance, and costs associated with company-paid business meetings that are taxable under Israeli law, as well as his children’s participation in a company-sponsored camp of $1,129, costs incurred by the company for holiday and service recognition gifts of $2,526, a $325 company-paid gym membership, and an annual food allowance of $3,002.

  36. 2023 Summary Compensation Table

    (8) For 2023, amount reflects (A) a contribution of $19,084 by the company to an Israeli pension fund under Israeli law, (B) a contribution of $27,117 by the company to the executive’s severance fund under Section 14 of the Israeli Severance Pay Law-1963, (C) a contribution of $3,834 by the company to an Israeli educational fund, (D) an annual contribution to a long-term disability insurance of $2,663, and (E) a contribution of $907 by the company as convalescence pay. Amount also includes a company-paid cell phone allowance of $302, an annual transportation allowance of $830, a $7,026 tax gross-up related to company-paid holiday-related gifts, health insurance, and costs associated with company-paid business meetings that are taxable under Israeli law, as well as his children’s participation in a company-sponsored camp of $2,257, a $325 company-paid gym membership, costs incurred by the company for holiday and service recognition gifts of $2,526, and an annual food allowance of $2,256.

  37. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2023

    Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2023 The following table sets forth certain information with respect to grants of awards to the named executive officers under the Company’s non-equity incentive plan during fiscal year 2023. None of our named executive officers received equity awards during fiscal year 2023.

  38. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Robert Antokol | 2/9/2023(2) | 1,750,000 | 3,500,000 | 7,000,000 | | Craig Abrahams | 2/9/2023(2) | 1,000,000 | 2,000,000 | 4,000,000 | | Ofer Kinberg | 2/9/2023(2) | 625,000 | 1,250,000 | 2,500,000 | | Shlomi Aizenberg | 2/9/2023(2) | 625,000 | 1,250,000 | 2,500,000 | | Michael Cohen | 2/9/2023(2) | 550,000 | 1,100,000 | 2,200,000 |

  39. Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2023

    (1) The amounts shown represent the threshold, target and maximum amounts that could have been paid to the named executive officers under the 2023 annual bonus plan. The annual bonus pool and allocation of annual bonus amounts are determined based on the results of Retention Plan Adjusted EBITDA for the 2023 calendar year. For additional information on the 2023 annual bonuses, see “Compensation Discussion and Analysis—Annual Bonus Plan” above.

  40. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information relating to the outstanding equity awards held by our named executive officers at December 31, 2023. Stock awards and option awards were granted pursuant to our 2020 Plan.

  41. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Name | Grant Date | | | | | | Robert Antokol | 10/8/2020 | 1,463,700(2) | 12,763,464 | — | — | | | 2/7/2022 | 25(3) | 218 | 405,406(4) | 3,535,140 | | Craig Abrahams | 2/7/2022 | —(3) | — | 189,189(4) | 1,649,728 | | | 12/15/2022 | 256,000(5) | 2,232,320 | — | — | | Ofer Kinberg | 2/7/2022 | 25(3) | 218 | 148,649(4) | 1,296,219 | | | 12/15/2022 | 192,000(5) | 1,674,240 | — | — | | Shlomi Aizenberg | 2/7/2022 | 25(3) | 218 | 148,649(4) | 1,296,219 | | | 12/15/2022 | 192,000(5) | 1,674,240 | — | — | | Michael Cohen | 2/7/2022 | —(3) | — | 101,352(4) | 883,789 | | | 12/15/2022 | 202,667(5) | 1,767,256 | — | — |

  42. Outstanding Equity Awards at Fiscal Year-End

    __________ (1) The market value of RSUs and PSUs that have not vested is calculated by multiplying the number of unvested units outstanding under the award by $8.72, which was the closing share price of our common stock as of December 29, 2023, the last trading day of 2023. (2) The RSUs will vest on December 31, 2024, subject to the executive’s continued service on such date. In addition to any accelerated vesting pursuant to the terms of the 2020 Plan, the RSUs are subject to accelerated vesting as described under “Potential Payments Upon Termination or Change in Control.” (3) Represents the PSUs that vested in February 2024. The second annual performance period for the 2022 PSUs concluded on December 31, 2023. In February 2024, the Compensation Committee determined that the Company’s annual revenue growth rate during 2023 was less than 1%, which resulted in a revenue growth achievement percentage of 0%. As a result, only 25 of the PSUs eligible to vest with respect to the 2023 performance for Messrs. Antokol, Kinberg and Aizenberg, vested, subject to the named executive officers’ continued employment through the determination date in February 2024. (4) Represents PSUs that remain eligible to vest based on the Company’s annual revenue growth rate over the one-year annual performance periods ending December 31, 2024 and 2025. The number of PSUs in which a named executive officer remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at 100%. (5) Represents RSUs granted in connection with the Option Exchange. The RSUs will vest quarterly in substantially equal installments over the three year period commencing on December 15, 2022, subject to executive’s continued service on the applicable vesting date.

  43. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table shows the number of shares of common stock subject to RSUs and PSUs that vested during 2023. None of our named executive officers exercised any of their stock options during 2023.

  44. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Robert Antokol | 1,567,049 | 13,818,657 | | Craig Abrahams | 176,229 | 1,794,178 | | Ofer Kinberg | 133,894 | 1,363,218 | | Shlomi Aizenberg | 133,894 | 1,363,218 | | Michael Cohen | 127,169 | 1,294,342 |

  45. Option Exercises and Stock Vested in 2023

    __________ (1) The value realized on the vesting of stock awards is based on the closing price of our common stock on the applicable vesting date of the awards.

  46. Pension and Non-Qualified Deferred Compensation

    Pension and Non-Qualified Deferred Compensation None of our named executive officers participated in any pension or non-qualified deferred compensation plans during 2023.

  47. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies certain compensation and benefits that would have become payable to each of our named executive officers if his or her employment had terminated on December 31, 2023, as a result of each of the termination scenarios described below, or in the event of a change in control of the company on December 31, 2023. The severance funds provided to our Israel-based named executive officers under the third-party severance funds to which the company contributes under applicable law, as described above under “-Employment Agreements,” are not included in the table below as those benefits are provided on a non-discriminatory basis to all Israel-based employees.

  48. Potential Payments Upon Termination or Change in Control

    | | | | | | Retention Plan Payments | | | | | Named Executive Officer | Termination Scenario | Cash Severance ($)(1) | RSU Acceleration ($)(2) | PSU Acceleration ($)(3) | Payout of Retention Units ($)(4) | Payout of Appreciation Units ($)(5) | Tax Gross-Up ($)(6) | Total ($) | | Robert Antokol | Termination without Cause or Resignation for Good Reason | 8,573 | 12,763,464 | 218 | 13,652,913 | 30,088,110 | — | 56,513,278 | | | Change in Control | — | 12,763,464 | 3,535,358 | 13,652,913 | 206,331,557 | — | 236,283,292 | | | Death or Disability | — | 12,763,464 | — | 13,652,913 | 30,088,110 | — | 56,504,487 | | Craig Abrahams | Termination without Cause or Resignation for Good Reason | — | 1,116,160 | — | 2,123,786 | 5,779,716 | — | 9,019,662 | | | Change in Control | — | 2,232,320 | 1,649,728 | 2,123,786 | 39,634,853 | 22,617,928 | 68,258,615 | | | Death or Disability | — | — | — | 2,123,786 | 5,779,716 | — | 7,903,502 | | Ofer Kinberg | Termination without Cause or Resignation for Good Reason | — | 837,120 | 218 | 2,123,786 | 5,779,716 | — | 8,740,840 | | | Change in Control | | 1,674,240 | 1,296,437 | 2,123,786 | 39,634,853 | — | 44,729,316 | | | Death or Disability | — | — | — | 2,123,786 | 5,779,716 | — | 7,903,502 | | Shlomi Aizenberg | Termination without Cause or Resignation for Good Reason | — | 837,120 | 218 | 2,123,786 | 5,779,716 | — | 8,740,840 | | | Change in Control | — | 1,674,240 | 1,296,437 | 2,123,786 | 39,634,853 | — | 44,729,316 | | | Death or Disability | — | — | — | 2,123,786 | 5,779,716 | — | 7,903,502 | | Michael Cohen | Termination without Cause or Resignation for Good Reason | — | 883,628 | — | 1,061,893 | 2,889,858 | — | 4,835,379 | | | Change in Control | — | 1,767,256 | 883,789 | 1,061,893 | 19,817,426 | 10,961,528 | 34,491,892 | | | Death or Disability | — | — | — | 1,061,893 | 2,889,858 | — | 3,951,751 |

  49. Potential Payments Upon Termination or Change in Control

    (1) Represents six months base salary for Mr. Antokol payable upon our termination of his employment other than for cause or his resignation for good reason under his employment agreement, payable in a lump sum. The amount reflected in this column is based on Mr. Antokol’s base salary for 2023 as reflected in the Summary Compensation Table. (2) Represents the aggregate value of the accelerated vesting of the RSU awards granted to the named executive officers, calculated by multiplying the fair market value of our common stock by the number of RSUs, the vesting of which accelerates in connection with the applicable triggering event. The RSUs will vest on an accelerated basis as follows: (a) in the event of the executive’s termination by us without “cause” or resignation for “good reason” (each, as defined in the 2020 Plan), (b) in the case of Mr. Antokol, in the event of his death, (c) in the case of Mr. Antokol, in the event of his disability, or (d) upon a change in control (as defined in the 2020 Plan), subject (in the case of clauses (a) through (c)) to the execution and the effectiveness of a general release of claims in a form reasonably acceptable to us. The value in the table above assumes a fair market value per share of $8.72, which is the closing price of our common stock on December 29, 2023, the last trading day of 2023. (3) Represents the aggregate value of the accelerated vesting of the PSU awards granted to our named executive officers, calculated by multiplying the fair market value of our common stock by the number of PSUs, the vesting of which accelerates in connection with the applicable triggering event. The PSUs will vest on an accelerated basis as follows: in the event of the executive’s termination by us without “cause” or resignation for “good reason” (each, as defined in the 2020 Plan), in each case, prior to a change in control, then the executive will remain eligible to vest in the number of PSUs that would vest during the performance period in which the termination date occurred based on actual performance, prorated to reflect the number of days the executive was employed during such performance period, provided that if such qualifying termination occurs within three months prior to a change in control, all outstanding PSUs at the time of termination will be treated as provided below upon the occurrence of a change in control. Upon the occurrence of a change in control, 100% of the outstanding PSUs as of the date of the change in control will be eligible to vest based on the passage of time in substantially equal installments on each December 31 occurring following the change in control through and including December 31, 2025, subject to the executive’s continued service through the applicable vesting date; provided that any PSUs eligible to vest based on a completed performance period but which have not yet vested will vest based on actual performance for such completed performance period on the date of the change in control. In the event a named executive officer experiences a qualifying termination after a change in control, but on or prior to December 31, 2025, any outstanding and unvested PSUs will accelerate and vest in full on the date of termination. The value in the table above assumes a fair market value per share of $8.72, which is the closing price of our common stock on December 29, 2023. For purposes of the “Termination without Cause or Resignation for Good Reason” column in the table above, we have reflected the value of the number of PSUs that vested with respect to 2023 performance, as determined by our Compensation Committee in February 2024, without proration. For purposes of the “Change in Control” column in the table above, we have assumed that a qualifying termination occurred concurrently with the change in control and the value included in the table above reflects the number of PSUs that vested with respect to 2023 performance, as determined by our Compensation Committee in February 2024, and the remaining unvested PSUs eligible to vest based on performance during 2024 and 2025. (4) Represents the expected amounts payable in respect of each named executive officer’s Retention Units upon the applicable triggering event. In the event of a named executive officer’s death or disability, or termination without cause or resignation for good reason, in each case prior to a change in control, a named executive officer will receive a payment equal to his proportionate share of any unpaid portion of the aggregate retention pool for any year not yet completed under the Retention Plan in a lump sum within 60 days following such termination. Upon a change in control occurring on December 31, 2023, provided a named executive officer had not experienced a termination of employment prior to such date, a named executive officer would receive a payment equal to his proportionate share of any unpaid portion of the retention pool under the Retention Plan in a lump sum within 30 days following such change in control. The named executive officers vested in the payments for 2023 in respect of their Retention Units under the Retention Plan on December 31, 2023, so those amounts are not included in the table above. We have calculated each named executive officer’s expected payments in respect of his Retention Units based on the number of expected outstanding Retention Units under the Retention Plan as of December 31, 2023, that would have been eligible for payment on such date under the circumstances described in the table. The named executive officers must comply with a one-year non-compete provision and execute a release of claims in order to receive the foregoing Retention Plan benefits. (5) Represents the amounts payable in respect of each named executive officer’s Appreciation Units upon the applicable triggering event. In the event of a named executive officer’s death or disability, or termination without cause or resignation for good reason, in each case prior to a change in control, a named executive officer will remain eligible to receive payments in respect of his or her Appreciation Units in accordance with the terms of the Retention Plan for any year not yet completed. With respect to the value of the Appreciation Units under the Retention Plan payable in the event of a named executive officer’s death or disability, or termination without cause or resignation for good reason, in each case prior to a change in control, the amount reflected in the table above was calculated by assuming that the Retention Plan Adjusted EBITDA for purposes of the Retention Plan for 2024 is equal to the Retention Plan Adjusted EBITDA for 2023, $944.4 million, multiplied by 15%, less $25,000,000, and that the outstanding number of Appreciation Units eligible for payment remains unchanged from the number of units outstanding at December 31, 2023, although the payments ultimately paid to the named executive officers for 2024 would be based on the final appreciation pool for such year and the units eligible for payment at the end of the applicable year. Upon a change in control occurring on December 31, 2023, provided a named executive officer had not experienced a termination of employment prior to such date, a named executive officer would have received a payout of his or her proportionate share of the change in control appreciation pool determined under the Retention Plan in a lump sum within 30 days following such change in control.

  50. Potential Payments Upon Termination or Change in Control

    The named executive officers vested in the payments for 2023 in respect of their Appreciation Units under the Retention Plan on December 31, 2023, so those amounts are not included in the table above. We have calculated each named executive officer’s payments in respect of his Appreciation Units based on the number of outstanding Appreciation Units under the Retention Plan as of December 31, 2023, that were eligible for payment on such date under the circumstances described in the table. In October 2020, 43,000 Appreciation Units held by Mr. Antokol under the Retention Plan were cancelled, however these cancelled Appreciation Units will be considered “retired units” for purposes of the Retention Plan and will be deemed to be outstanding and eligible for payment solely for purposes of determining the per unit value to be paid to participants, but no amounts will be paid to Mr. Antokol or otherwise with respect to such retired units. For purposes of this table, with respect to the value of the Appreciation Units payable upon a change in control occurring on December 31, 2023, the change in control appreciation pool under the Retention Plan was calculated assuming “net transaction proceeds” in such change in control (as such term is defined in the Retention Plan) of $6,875,041,902, calculated by multiplying the closing price of our common stock on December 29, 2023 ($8.72), multiplied by the number of shares of common stock outstanding as of such date (calculated on a fully diluted basis to include all outstanding stock options and RSUs as of such date (less the aggregate exercise price per share of such stock options)), plus outstanding debt on December 31, 2023 ($2,452,500,000), plus the amount of cash and cash equivalents on December 31, 2023 ($1,029,699,000), less transaction expenses (estimated for purposes of this table at $27,000,000). (6) Upon a change in control, certain payments made to Messrs. Abrahams and Cohen under the Retention Plan could be subject to the excise tax imposed on “excess parachute payments” by the Internal Revenue Code. Pursuant to their award agreements under the Retention Plan and the 2020 Plan, Messrs. Abrahams and Cohen are eligible for reimbursement for a gross-up payment for any excise taxes payable pursuant to Sections 280G and 4999 of the Internal Revenue Code arising as a result of the receipt of benefits and payments under the Retention Plan and the 2020 Plan (and any federal, state and local taxes applicable to such gross-up payment (including any penalties and interest)). For Messrs. Abrahams and Cohen, this column includes the estimated amount of reimbursement for excise taxes payable pursuant to Sections 280G and 4999 of the Internal Revenue Code arising as a result of the receipt of benefits and payments as a result of the applicable triggering event, and such estimated amount is based on the assumptions noted above for the expected amounts payable upon the applicable triggering event. The estimates of “excess parachute payments” for purposes of these calculations do not take into account any mitigation for payments which could be shown (under the facts and circumstances) not to be contingent on a change in control or for any payments being made in consideration of noncompetition agreements or as reasonable compensation.

  51. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median compensated employee (“Median Compensated Employee”) to the annual total compensation of Robert Antokol, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year: •the annual total compensation of our Median Compensated Employee, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $98,821; and •the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $48,989,446. Based on this information, for 2023, our CEO’s annual total compensation was approximately 496 times that of the median of the annual total compensation of all of our employees (other than the CEO). In identifying our Median Compensated Employee for our fiscal 2023 CEO pay ratio, we used “base salary” compensation, which was consistently applied to all of our employees included in the calculation. “Base salary” compensation consists of base salary as reported in our payroll data through December 31, 2023. “Base salary” compensation of our employees outside the U.S. were converted to U.S. dollars by taking the aggregate salary for a month in the local currency and converting that amount to U.S. dollars using the average exchange rate for such month for the applicable currency as published at https://x-rates.com and aggregating such converted amounts for all twelve months in fiscal 2023. In identifying our Median Compensated Employee, we annualized base salary for all full-time and part-time employees who did not work the full 2023 fiscal year. Base salary for temporary employees was not annualized. To identify our Median Compensated Employee for fiscal 2023, we used our global employee population effective on December 31, 2023. As of this date, our employee population was approximately 3,800 employees. This total includes all full-time, part-time and temporary employees with no exclusions.

  52. Pay Versus Performance

    Pay Versus Performance Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  53. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(2) | Net Income (in millions) ($) | Retention Plan Adjusted EBITDA (in millions) ($)(3) | | 2023 | 48,989,446 | 49,062,102 | 8,916,411 | 8,938,988 | 32 | 117 | 235.0 | 944.4 | | 2022 | 57,264,194 | 12,921,146 | 13,435,858 | 8,510,658 | 32 | 84 | 275.3 | 919.0 | | 2021 | 63,123,469 | 12,303,805 | 9,212,036 | 5,056,043 | 64 | 122 | 308.5 | 982.7 |

  54. Pay Versus Performance

    (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  55. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Robert Antokol | Craig Abrahams, Ofer Kinberg, Shlomi Aizenberg and Michael Cohen | | 2022 | Robert Antokol | Craig Abrahams, Ofer Kinberg, Shlomi Aizenberg and Michael Cohen | | 2021 | Robert Antokol | Craig Abrahams, Ofer Kinberg, Shlomi Aizenberg and Michael Cohen |

  56. Pay Versus Performance

    Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  57. Pay Versus Performance

    | | 2021 | | 2022 | | 2023 | | | Adjustments(1) | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $— | $— | $(12,689,192) | $(5,633,149) | $— | $— | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $— | $— | 6,900,002 | 5,190,409 | — | — | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $— | $— | — | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $(38,114,748) | $(3,589,958) | (25,702,572) | — | 435,080 | 90,532 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $(12,704,916) | $(566,035) | (12,851,286) | (21,330) | 483,070 | 238,541 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $— | — | (4,461,130) | (845,494) | (306,496) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $— | $— | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | $— | $— | — | — | — | — | | TOTAL ADJUSTMENTS | (50,819,664) | (4,155,993) | $(44,343,048) | $(4,925,200) | $72,656 | $22,577 |

  58. Pay Versus Performance

    (1) Fair value or change in fair value, as applicable, of equity awards in the “Adjustments” was determined by reference to (i) for stock options, a Black-Scholes value as of the applicable year-end or vesting dates, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price, an expected life set equal to the midpoint of the applicable revaluation date and the ten year contractual life of the option, volatility and risk free rates determined as of the revaluation date, and an expected dividend yield based on our dividend yield methodology used for valuing stock options generally; and (ii) for PSUs, value as of the applicable year-end is determined based on the close price for our stock on the last business day of the calendar year. For additional information about the assumptions used to value our stock and option awards, please see Note 13 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024, and our Annual Report on Form 10-K for prior years. (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the RDG Technology Composite Index (the “Peer Group”), which is the industry/line-of-business index included in the Stock Performance Graph contained in our Annual Report provided to stockholders for the year ended December 31, 2023. (3) Retention Plan Adjusted EBITDA is a non-GAAP measure. “Retention Plan Adjusted EBITDA” means the Adjusted EBITDA of our company and its subsidiaries for the applicable calendar year, increased by the payments in respect of awards under the Retention Plan for the applicable year, the amount of retention awards to key individuals associated with acquired companies and certain other adjustments.

  59. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  60. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023: •Retention Plan Adjusted EBITDA; and •Revenue. For additional details regarding our most important financial performance measures, see “Compensation Discussion and Analysis—Annual Bonus Plan.”