DEF 14A of TaskUs, Inc.
Filed Apr 9, 2024 · FY20230001829864-24-000068
Directors and Director Nominees
Directors and Director Nominees
Directors and Director Nominees
| | | | | | | Committee Membership | | | | | Name and Principal Position | | Age(1) | Class | Director Since | Current Term Expires | Audit | Compensation | Nominating and ESG | Independent | | | Jill A. Greenthal*t Director Nominee Former Senior Managing Director, Blackstone | 67 | III | 2022 | 2024 | l | | C | Y | | | Susir Kumar Director Nominee Chair, VFS Global | 58 | III | 2019 | 2024 | | | l | N | | | Mukesh Mehta Director Nominee Senior Managing Director, Blackstone | 43 | III | 2018 | 2024 | | l | | Y | | | Amit Dixit Senior Managing Director, Blackstone | 51 | II | 2018 | 2026 | | l | l | Y | | | Michelle Gonzalez Corporate Vice President, M12 (Microsoft) | 47 | II | 2022 | 2026 | l | l | | Y | | | Bryce Maddock CEO, Co-Founder and Chairperson, TaskUs | 37 | I | 2018 | 2025 | | | | N | | | Jacqueline D. Reses Chair and CEO, Lead Bank | 54 | I | 2019 | 2025 | | C | | Y | | | Kelly Tuminelli* CFO, TriNet | 55 | I | 2021 | 2025 | C | | | Y | | | Jaspar Weir President and Co-Founder, TaskUs | 38 | II | 2018 | 2026 | | | | N | | l Committee Member C Committee Chairperson * Audit Committee Financial Expert n Director Nominee t Lead Independent Director | | | | | | | | | |
Directors and Director Nominees
(1)As of the record date, March 25, 2024.
Skills Definitions
Skills Definitions
Skills Definitions
| Skill | | Definition | | l | Senior Leadership Experience | Experience as an executive member of corporate management at a large organization. | | l | Public Company Board Experience | Experience serving on the board(s) of other public companies. | | l | Global Business Experience | Experience working in global markets or with multinational companies, and demonstrates an understanding of the complexity and nuances of international environments. | | l | Industry Expertise | Professional experience in areas relating to our existing or anticipated business operations. | | l | Finance, Accounting and Risk Management | Significant expertise in corporate finance, financial accounting, financial reporting, or enterprise risk management. | | l | Information Technology, Artificial Intelligence and Cybersecurity | Experience in technology-related business, technological functions or experience implementing innovative technological business strategies, including Artificial Intelligence, as well as an understanding of emerging technology trends, information security matters or significant expertise in oversight of information security matters. | | l | Business Development, M&A and Growth | Experience implementing and scaling organic and inorganic growth strategies, increasing revenue, building strategic partnerships to promote growth, identifying acquisition and business combination targets and analyzing cultural and strategic fit. |
Skills Definitions
| Corporate Governance and Board Matters | |
Skills Definitions
| | | | Background: Bryce Maddock co-founded TaskUs with Jaspar Weir in 2008. He has served as our Chief Executive Officer since 2008, as a member and acting chairperson of our board of directors since October 2018 and as chairperson of our board of directors since March 2023. In his role as Chief Executive Officer, Mr. Maddock leads our global operations. Key Qualifications and Skills: Mr. Maddock received a Bachelor's degree from New York University. We believe Mr. Maddock is qualified to serve on our board based on his executive leadership experience, global operations experience, and deep understanding of the industry, our business and our workforce. Other Current Public Board Directorships: •None Previous Public Board Directorships (Past Five Years): •None | | | Bryce Maddock | | | | | Age: 37 | | | | | Director Since: 2018 | | | | | Chairperson Since: 2023 | | |
Skills Definitions
| | | | Background: Jaspar Weir co-founded TaskUs with Bryce Maddock in 2008. He has served as our President since 2008 and as a member of our board of directors since October 2018. In his role as President, Mr. Weir is focused on leading our transformational growth and corporate development. Key Qualifications and Skills: Mr. Weir received a Bachelor's degree from the University of Southern California. We believe that Mr. Weir is qualified to serve on our board based on his executive leadership experience, global operations experience, and deep understanding of the industry, our business and our workforce. Other Current Public Board Directorships: •None Previous Public Board Directorships (Past Five Years): •None | | | Jaspar Weir | | | | | Age: 38 | | | | | Director Since: 2018 | | |
Skills Definitions
| | Corporate Governance and Board Matters |
Skills Definitions
| | | | Background: Amit Dixit has served as a member of our board of directors since October 2018. Mr. Dixit is a Senior Managing Director and the Head of Asia Private Equity of our Sponsor, Blackstone, a leading global investment business investing in capital on behalf of pension funds, large institutions, and individuals. Since joining Blackstone in 2007, Mr. Dixit has been involved in various investments and investment opportunities in India and South Asia. Prior to that, he held the position of Principal at Warburg Pincus, a private equity firm. Key Qualifications and Skills: Mr. Dixit holds a Bachelor’s degree from the Indian Institute of Technology (Mumbai), a Master’s degree from Stanford University and an M.B.A. from Harvard Business School. We believe that Mr. Dixit is qualified to serve on our board due to his global mindset, experience working in emerging markets, executive management experience, and business development acumen. Other Current Public Board Directorships: •Mphasis Limited •Sona BLW Precision Forgings Limited •EPL Limited Previous Public Board Directorships (Past Five Years): •Jagran Prakashan Limited •S H Kelkar and Company Limited | | | Amit Dixit | | | | | Age: 51 | | | | | Director Since: 2018 | | | | | Committees: Member, Compensation Committee; Member, Nominating and ESG Committee | | |
Skills Definitions
| | | | Background: Michelle Gonzalez has served as a member of our board of directors since April 2022. Ms. Gonzalez is Corporate Vice President and Global Head of M12, Microsoft’s venture capital fund with over 100 active private technology companies in its portfolio, a position she has held since 2021. At M12, Ms. Gonzalez leads a team of senior venture capital investors and operating professionals and is responsible for the overall fund strategy, investment decisions and portfolio management. Prior to joining Microsoft and M12 in 2019, Ms. Gonzalez was the Managing Partner for Area 120, Google’s internal incubator, where she led a transformation of the organization to align the strategy and investment criteria to key thematic areas within and adjacent to Google’s core businesses. Prior to joining Google, Ms. Gonzalez was an entrepreneur-in-residence and investor at Comcast Ventures and was previously a Partner at IBM Ventures and a senior product and business leader at Apple. Ms. Gonzalez currently serves on the board of directors of Databook and Spycloud. Key Qualifications and Skills: Ms. Gonzalez holds a Bachelor’s degree from the University of Oklahoma and a J.D. from Yale Law School. We believe Ms. Gonzalez is qualified to serve on our board of directors based on her strategic and operational experience as an executive officer and her extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies. Other Current Public Board Directorships: •None Previous Public Board Directorships (Past Five Years): •None | | | Michelle Gonzalez | | | | | Age: 47 | | | | | Director Since: 2022 | | | | | Committees: Member, Audit Committee; Member, Compensation Committee | | |
Skills Definitions
| Corporate Governance and Board Matters | |
Skills Definitions
| | | | Background: Jill A. Greenthal has served as a member of our board of directors since April 2022 and as lead independent director since March 2023. Ms. Greenthal was a Senior Managing Director and a Senior Advisor at Blackstone, our Sponsor, from 2007 until March 2022. Ms. Greenthal brings more than 30 years of financial and investment banking experience in M&A, Corporate Finance and highly structured transactions. Before joining Blackstone in 2003, Mr. Greenthal previously served as a Managing Director and held management positions at Credit Suisse, Donaldson Lufkin and Jenrette, and Lehman Brothers. Ms. Greenthal is a seasoned public company board member and also a trustee of the Dana-Farber Cancer Institute and BRIDGE Over Troubled Waters, an Advisor to the Museum of Fine Arts in Boston and an Honorary Trustee of the James Beard Foundation. Key Qualifications and Skills: Ms. Greenthal holds a Bachelor's degree from Simmons University and an M.B.A. from Harvard Business School. We believe Ms. Greenthal is qualified to serve on our board based on her extensive public company board experience, executive management experience, understanding of emerging markets and M&A, and qualifications as an audit committee financial expert. Other Current Public Board Directorships: •Cars.com Previous Public Board Directorships (Past Five Years): •Akamai Technologies •Houghton Mifflin Harcourt •Flex, Ltd. | | | Jill A. Greenthal | | | | | Age: 67 | | | | | Director Since: 2022 | | | | | Lead Independent Director Since: 2023 | | | | | Committees: Chair, Nominating and ESG Committee; Member, Audit Committee | | |
Skills Definitions
| | | | Background: Susir Kumar has served as a member of our board of directors since July 2019. Mr. Kumar founded Ingroup Consulting Services LLP, a transformation consulting firm, in May 2019 and served as its Managing Partner until January 2023. Prior to that, Mr. Kumar served as Chief Executive Officer of Intelenet Global Services, a Business Process Management company, from 2000 to 2015 and as its Chairman from September 2015 through September 2018. Prior to his service in Intelenet Global Services, Mr. Kumar held a senior leadership position in HDFC Bank (formerly known as HDFC Ltd.), India’s largest mortgage firm. He is currently the Chair of VFS Global and a board member of Sportz Village (formerly known as KOOH Sports). Key Qualifications and Skills: Mr. Kumar holds a Bachelor’s degree from Mangalore University and a Master’s degree from Mumbai University and is a member of the Institute of Company Secretaries of India. We believe that Mr. Kumar is qualified to serve on our board based on his extensive experience in the business process management industry, managing international workforce employees and his executive leadership experience. Other Current Public Board Directorships: •None Previous Public Board Directorships (Past Five Years): •None | | | Susir Kumar | | | | | Age: 58 | | | | | Director Since: 2019 | | | | | Committees: Member, Nominating and ESG Committee | | |
Skills Definitions
| | Corporate Governance and Board Matters |
Skills Definitions
| | | | Background: Mukesh Mehta has served as a member of our board of directors since October 2018. Mr. Mehta serves as a Senior Managing Director in the Private Equity Group of our Sponsor, Blackstone. Prior to joining Blackstone in August 2016, Mr. Mehta was a Vice President in the Private Equity division of The Carlyle Group, a private equity firm, from May 2006 to July 2016. Prior to Carlyle, Mr. Mehta worked in the Investment Banking Division at Citigroup from January 2004 to May 2006 and in the Assurance and Business Advisory Group at PricewaterhouseCoopers LLP. He is currently a board member of VFS Global, Aadhar Housing Finance Limited, Piramal Glass Ltd, International Gemological Institute (IGI) and rSystems. Key Qualifications and Skills: Mr. Mehta earned his Bachelor’s degree from the University of Mumbai, is a chartered accountant in India and holds a Master’s degree from Mumbai University. We believe Mr. Mehta is qualified to serve on our board based on his executive leadership experience, global mindset, and deep understanding of capital markets and business development. Other Current Public Board Directorships: •None Previous Public Board Directorships (Past Five Years): •None | | | Mukesh Mehta | | | | | Age: 43 | | | | | Director Since: 2018 | | | | | Committees: Member, Compensation Committee | | |
Skills Definitions
| | | | Background: Jacqueline D. Reses has served as a member of our board of directors since July 2019. Ms. Reses is the Chair and CEO of Lead Bank, an independent commercial bank, a position she has held since 2021. Lead Bank was acquired in 2022 by Luna Parent, Inc. of which Ms. Reses was a co-founder and served as CEO. Ms. Reses previously served as Executive Chairman of Square Financial Services LLC and Capital Lead at Block, Inc. (formerly known as Square, Inc.), a publicly traded financial services company that provides payments, point of sale, and cashflow management services to small businesses and consumers, from October 2015 until October 2020. From February 2016 to July 2018, Ms. Reses also served as People Lead for Block, Inc. From September 2012 to October 2015, Ms. Reses served as Chief Development Officer of Yahoo! Inc. Prior to her time at Yahoo, Ms. Reses led the U.S. media group as a Partner at Apax Partners Worldwide LLP, a global private equity firm, which she joined in 2001. Key Qualifications and Skills: Ms. Reses holds a Bachelor’s degree with honors from the Wharton School of the University of Pennsylvania. We believe Ms. Reses is qualified to serve on our board based on her extensive public company board experience, executive management experience, understanding of global business operations and human resources, and business development experience. Other Current Public Board Directorships: •Affirm Holdings, Inc. •Endeavor Group Holdings, Inc. •Nu Holdings Ltd. Previous Public Board Directorships (Past Five Years): •Context Logic •Pershing Square Tontine Holdings •Social Capital Hedosophia Holdings Corp. | | | Jacqueline D. Reses | | | | | Age: 54 | | | | | Director Since: 2019 | | | | | Committees: Chair, Compensation Committee | | |
Skills Definitions
| Corporate Governance and Board Matters | |
Skills Definitions
| | | | Background: Kelly Tuminelli has served as a member of our board of directors since September 2021 and has served as our Audit Committee Chair since December 2021. Ms. Tuminelli is the Executive Vice President and Chief Financial Officer of TriNet, a cloud-based professional employer organization providing HR solutions to businesses. Ms. Tuminelli joined TriNet in September 2020 as Executive Vice President of Finance and was appointed as Chief Financial Officer in October 2020. Ms. Tuminelli leads the finance and insurance services organizations at TriNet and is the executive sponsor of its Women@Work colleague resource group. Ms. Tuminelli is a seasoned financial executive bringing more than 30 years of financial services experience in the insurance, investment and consulting industries. Prior to joining TriNet, she served as the Executive Vice President and Chief Financial Officer at Genworth, an insurance company. In addition to her more than 15 years at Genworth in roles of increasing responsibility, Ms. Tuminelli previously held leadership roles at GE Capital and PricewaterhouseCoopers LLP. Ms. Tuminelli is a Certified Public Accountant and a Chartered Global Management Accountant. Ms. Tuminelli has served on the Board of MENTOR-Virginia, and is the past Chair for AMP! Metro Richmond, a Richmond-based middle school mentoring program. She also previously served as Chair of the American Heart Association’s Richmond-area Go Red for Women campaign. Key Qualifications and Skills: Ms. Tuminelli earned a Bachelor’s degree from the University of Washington, Seattle. We believe Ms. Tuminelli is qualified to serve on our board based on her extensive finance and accounting expertise, her executive management experience, and her qualifications as an audit committee financial expert. Other Current Public Board Directorships: •None Previous Public Board Directorships (Past Five Years): •None | | | Kelly Tuminelli | | | | | Age: 55 | | | | | Director Since: 2021 | | | | | Committees: Chair, Audit Committee | | |
Skills Definitions
| | Corporate Governance and Board Matters |
Proposal One: Election of Directors
Proposal One: Election of Directors There are three Class III directors whose terms expire at the Annual Meeting. Our Nominating and ESG Committee has recommended, and our board has approved, Jill A. Greenthal, Susir Kumar and Mukesh Mehta as nominees for election as Class III directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “—Composition of our Board of Directors” above. Each nominee has consented to serve as a director, if elected, and all of the nominees are currently directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board. Each director is elected by a plurality of the votes cast. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. Stockholders may vote “For” any or all of the nominees or “Withhold” with respect any or all of the nominees named in this Proposal 1. Any shares voted “Withhold” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.
Proposal One: Election of Directors
| FOR | OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND ESG COMMITTEE, UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |
Executive and Director Compensation
Executive and Director Compensation We are providing compensation disclosure that satisfies the scaled disclosure requirements applicable to Emerging Growth Companies (“EGCs”), as defined in the Jumpstart our Business Startups ("JOBS") Act. As an EGC, we are only required to disclose compensation for our principal executive and the two most highly compensated executive officers other than our CEO, which collectively comprise our named executive officers (“NEOs”). For 2023, our NEOs were as follows:
Executive and Director Compensation
| | | | | Bryce Maddock | Jarrod Johnson | Balaji Sekar | | Chief Executive Officer, Co-Founder and Chairperson | Chief Customer Officer | Chief Financial Officer |
2023 Financial and Operational Performance Highlights
| Executive and Director Compensation | |
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation earned during the applicable year by our NEOs. Messrs. Johnson and Sekar were not NEOs for 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1)(2) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Bryce Maddock Chief Executive Officer and Chairperson | 2023 | 38,769 | 2,363,185 | 1,680,470 | — | 1,551 | 4,083,975 | | | 2022 | 30,000 | — | — | — | 1,221 | 31,221 | | Jarrod Johnson Chief Customer Officer | 2023 | 350,010 | 830,492 | 590,567 | 244,999 | 13,200 | 2,029,268 | | Balaji Sekar Chief Financial Officer | 2023 | 350,000 | 783,225 | 556,954 | 146,995 | 13,200 | 1,850,374 |
Summary Compensation Table
(1)This column reflects the grant date fair value of stock options granted in the applicable year computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The grant date was March 6, 2023, and such options were granted with an exercise price of $18.13 per share. (2)Assumptions used in the calculations of these amounts are included in Note 11 to the consolidated financial statements contained in our Annual Report on Form 10-K for fiscal year ended December 31, 2023.
Summary Compensation Table
| | Executive and Director Compensation |
Summary Compensation Table
(3)This column reflects the grant date fair value of performance- and time-based restricted stock units granted in the applicable year computed in accordance with FASB ASC 718. Such value for time-based restricted stock units (RSUs) is based on the closing price per share of Class A common stock on the date of grant and the number of units granted. No PSUs were granted to any NEOs in 2022 or 2023. (4)The amounts in this column represent payouts earned pursuant to our annual incentive plan. See “Narrative Disclosure to Summary Compensation Table—Annual Incentive Plan Compensation.” (5)The amounts reported in this column for 2023 reflect 401(k) matching contributions made on behalf of each executive.
Annual Incentive Plan Compensation
| Executive and Director Compensation | |
Limited Perquisites
| | Executive and Director Compensation |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth outstanding unvested equity awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of 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) | | Bryce Maddock | 344,480 | 206,697(2) | 23.00 | 6/10/31 | | | 1,653,530(6) | 21,611,637 | | | — | 264,830(3) | 18.13 | 3/6/33 | | | | | | | | | | | 413,384(4) | 5,402,929 | | | | | | | | | 92,690(5) | 1,211,458 | | | | Jarrod Johnson | 92,900 | 139,350(7) | 30.14 | 8/5/31 | | | 66,357(9) | 867,286 | | | — | 93,069(3) | 18.13 | 3/6/33 | | | | | | | | | | | 119,443(8) | 1,561,120 | | | | | | | | | 32,574(5) | 425,742 | | | | Balaji Sekar | 79,628 | 119,443(10) | 30.14 | 8/5/31 | | | | | | | — | 87,772(3) | 18.13 | 3/6/33 | | | | | | | | | | | 119,443(8) | 1,561,120 | | | | | | | | | 30,720(5) | 401,510 | | |
Outstanding Equity Awards as of December 31, 2023
(1)The market value in this column is based on the closing price of $13.07 per share as of December 29, 2023, the last trading day of 2023, for our Class A Common Stock as listed on The Nasdaq Stock Market. (2)These options vest quarterly in equal installments on March 15, 2024, June 15, 2024, September 15, 2024, December 15, 2024, March 15, 2025, and June 15, 2025. (3)These options vest annually as 33% on each of March 6, 2024 and March 6, 2025 and 34% on March 6, 2026. (4)These RSUs vest quarterly in equal installments on March 15, 2024, June 15, 2024, September 15, 2024, December 15, 2024, March 15, 2025, and June 15, 2025. (5)The RSUs vest annually as 33% on each of March 6, 2024 and March 6, 2025 and 34% on March 6, 2026. (6)These performance stock units ("PSUs") were granted in connection with our IPO in three performance tranches and vest annually based on our enterprise value compound annual growth rate over various performance period beginning on the grant date and ending on the fourth anniversary of the grant date. The Tranche I PSUs will vest for each performance period only if we achieve an enterprise value CAGR of at least 15% for such performance period, the Tranche II PSUs will vest for each performance period only if we achieve an enterprise value CAGR of at least 25% for such performance period and the Tranche III PSUs will vest for each performance period only if we achieve an enterprise value CAGR of at least 35% for such performance period, generally subject to Mr. Maddock’s continued employment through the last day of each applicable performance period. 20% of each tranche is eligible to vest for the performance periods beginning on the date of grant and ending on the first, second, and third anniversaries of June 15, 2021, and 40% will be eligible to vest for the performance period beginning on the date of grant and ending on June 15, 2025. Any PSUs that do not vest prior to the fourth anniversary of the grant date will be automatically terminated without consideration. The number of PSUs reported represents 100% of the number of PSUs awarded on the grant date. The number that would be received upon vesting, if any, may range from 0% to 100% of the number shown. No PSUs were earned for the performance period ended June 15, 2023. (7)These options vest annually as follows: 46,450 shares on August 5, 2024, and 92,900 shares on August 5, 2025. (8)These RSUs vest annually as follows: 39,814 shares on August 5, 2024 and 79,629 shares on August 5, 2025. (9)These PSUs vest based on our market capitalization compound annual growth rate over a four-year performance period beginning on the grant date and ending on the fourth anniversary of the grant date. The number of PSUs reported represents 100% of the number of PSUs awarded on the grant date. The number that would be received upon vesting, if any, may range from 0% to 100% of the number shown. (10)These options vest annually as follows: 39,814 shares on August 5, 2024, and 79,629 shares on August 5, 2025.
Outstanding Equity Awards as of December 31, 2023
| Executive and Director Compensation | |
Employment and Severance Arrangements
| | Executive and Director Compensation |
Treatment of Equity Awards in Connection with a Termination or Change in Control
Treatment of Equity Awards in Connection with a Termination or Change in Control The RSUs granted to Mr. Maddock in connection with our IPO are subject to the following vesting acceleration terms: •Upon a termination of the executive’s continued service by us without cause, by the executive due to his resignation for good reason, or due to his death or disability (a “qualifying termination”), all of the then-unvested RSUs will fully vest in connection with such termination. In the event of such qualifying termination, any of our Class A common stock deliverable in settlement of vested RSUs will be delivered on the date such RSUs would have otherwise vested. •In the event of a Change in Control (as defined in our 2021 Omnibus Incentive Plan) of the Company, if either (i) the RSUs are not otherwise continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity or (ii) the executive experiences a qualifying termination at any time following a Change in Control in which the RSUs are continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity, all of the then-unvested RSUs will fully vest in connection with such Change in Control or qualifying termination, as applicable. The options granted to Mr. Maddock in connection with our IPO are subject to the following vesting acceleration terms: •Upon a qualifying termination, the options will vest in respect of the next four quarterly tranches scheduled to vest immediately following such termination. The executive may only exercise such accelerated options during the 90-day period following the date on which such options would have otherwise vested. •In the event of a Change in Control of the Company, if either (i) the options are not otherwise continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity or (ii) the executive experiences a qualifying termination at any time following the Change in Control in which the options are continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity, all of the then-unvested options will fully vest in connection with such Change in Control or qualifying termination, as applicable. The PSUs granted to Mr. Maddock in connection with our IPO are subject to the following vesting acceleration terms: Upon a qualifying termination prior to June 15, 2025, Mr. Maddock will receive 25% vesting for each tranche with respect to each of the performance periods, based on the number of days in the performance period in which the termination of employment occurs between the last day of the immediately preceding complete performance period and the date of such termination. In addition, an additional 25% of each tranche will remain outstanding and eligible to vest based on the enterprise value CAGR on the date of the first anniversary following the executive’s termination of employment. •In the event of a Change in Control of the Company, the PSUs will be treated as follows: ◦With respect to any PSUs for which the applicable performance period has been completed as of the date of the Change in Control, but for which the determination date has not yet occurred, Mr. Maddock will earn the number of PSUs for such tranche based on the level of achievement based on actual performance for the applicable performance period and vest in such PSUs as of the date of the Change in Control; ◦With respect to any PSUs for which the applicable performance period has been completed as of the date of the Change in Control and for which the determination date has occurred but such PSUs did not previously vest and remained outstanding and eligible to vest in connection with the final performance period, such PSUs will fully vest upon the Change in Control to the extent earned based on performance through the date of such Change in Control; and ◦With respect to any PSUs for which the applicable performance period has not been completed as of the date of the Change in Control, such PSUs will be deemed earned based on performance through the date of such Change in Control and vest in equal installments on a quarterly basis following the Change in Control over the lesser of (i) the time remaining in the final performance period or (ii) two years; in each case, subject to the executive’s continued employment through each applicable vesting date. Following such Change in Control, in the event that Mr. Maddock has a qualifying termination on or before the applicable quarterly vesting date, then he will fully vest in such PSUs as of the date of such qualifying termination.
Treatment of Equity Awards in Connection with a Termination or Change in Control
| Executive and Director Compensation | |
Treatment of Equity Awards in Connection with a Termination or Change in Control
RSUs granted to Messrs. Johnson and Sekar in 2021 are subject to the same vesting acceleration terms set forth above with respect to the RSUs granted to Mr. Maddock in connection with our IPO. Stock options granted to Messrs. Johnson and Sekar in 2021 are subject to the same vesting acceleration terms set forth above with respect to the stock options granted to Mr. Maddock in connection with our IPO. PSUs granted to Mr. Johnson in 2021 are subject to the following vesting acceleration terms: ◦With respect to any PSUs for which the performance period has been completed as of the date of a Change in Control, but for which the determination date has not yet occurred, Mr. Johnson will vest in the number of PSUs determined based on actual performance for the performance period and vest in such PSUs as of the date of the Change in Control; and ◦With respect any PSUs for which the performance period has not been completed as of the date of a Change in Control, to the extent that any such PSUs are earned based on performance through the date of such Change in Control, such earned PSUs will vest in equal installments on a quarterly basis following the Change in Control over the lesser of (i) the time remaining in the final performance period or (ii) two years; in each case, subject to Mr. Johnson’s continued employment through each applicable vesting date. For a description of the treatment of the RSUs and stock options granted to Messrs. Maddock, Johnson and Sekar in 2023 in the event of a termination or change in control, see “Narrative Disclosure to Summary Compensation Table—Long Term Equity Incentive Compensation” above.
Treatment of Equity Awards in Connection with a Termination or Change in Control
| | Executive and Director Compensation |
Director Compensation
Director Compensation The Compensation Committee reviews and recommends non-employee director compensation to the board for approval. Annual compensation for non-employee directors consists of cash and equity-based compensation as follows.
Director Compensation
| | Pay Element | Annual Amount ($)(1) | | Director Compensation | Annual Board Retainer | 50,000 | | | Annual Equity Retainer(2) | 165,000 | | | At-initial election Equity Grant(3) | 250,000 | | Lead Independent Director (LID) Compensation | Annual LID Retainer | 30,000 | | Committee Chair Compensation | Annual Audit Chair Retainer | 20,000 | | | Annual Compensation Chair Retainer | 15,000 | | | Annual N&ESG Chair Retainer | 10,000 | | Committee Member Compensation | Annual Audit Member Retainer | 10,000 | | | Annual Compensation Member Retainer | 7,500 | | | Annual N&ESG Member Retainer | 5,000 |
Director Compensation
(1)Amounts are prorated for Directors who join after the start of the fiscal year, with the exception of the at-initial election equity grant. (2)Annual equity retainer is granted in the form of RSUs and vests on the earlier of the first anniversary of the grant date or the next annual meeting of stockholders. (3)At-initial election equity grant is granted in the form of RSUs and vests annually over three years. The following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2023. Messrs. Dixit and Mehta do not receive any compensation for their services on our board. Our executive directors are not separately compensated for their service on our board.
Director Compensation
| | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Amit Dixit | - | - | - | | Susir Kumar | 55,000 | 148,692(2) | 203,692 | | Mukesh Mehta | - | - | - | | Jacqueline Reses | 65,000 | 148,692(3) | 213,692 | | Kelly Tuminelli | 70,000 | 148,692(4) | 218,692 | | Michelle Gonzalez | 67,500 | 148,692(5) | 216,192 | | Jill A. Greenthal | 93,871 | 148,692(5) | 242,563 |
Director Compensation
(1)This column reflects the grant date fair value of RSUs granted in 2023 as computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. Such value is based on the closing price per share of Class A common stock on the date of grant and the number of units granted. The grant date fair value may differ from the annual equity retainer and at-initial election equity retainer amounts reflected in the table above because the number of units granted is calculated using the 30 trading day average price. (2)As of December 31, 2023, Mr. Kumar held 12,941 unvested RSUs that were granted on May 18, 2023 and will vest on May 18, 2024. (3)As of December 31, 2023, Ms. Reses held: (A) 254,442 unvested stock options that were granted on July 18, 2019 and of which, contingent on Blackstone’s return on invested capital in the Company, up to 254,442 will vest on June 11, 2024; and (B) 12,941 unvested RSUs that were granted on May 18, 2023 and will vest on May 18, 2024. (4)As of December 31, 2023, Ms. Tuminelli held: (A) 1,175 unvested RSUs that were granted on September 7, 2021 and will vest on September 7, 2024; and (B) 12,941 unvested RSUs that were granted on May 18, 2023 and will vest on May 18, 2024. (5)As of December 31, 2023, Ms. Gonzalez and Ms. Greenthal each held: (A) 4,914 unvested RSUs that were granted on April 1, 2022 and of which 2,420 will vest on April 1, 2024 and 2,494 will vest on April 1, 2025; and (B) 12,941 unvested RSUs that were granted on May 18, 2023 and will vest on May 18, 2024.
Director Compensation
| Executive and Director Compensation | |