DEF 14A of TaskUs, Inc.
Filed Apr 10, 2026 · FY20250001829864-26-000101
Table of Contents
| Narrative Disclosure to Summary Compensation Table | 35 | | Outstanding Equity Awards as of December 31, 2025 | 42 | | Employment Agreements, Termination and Change in Control Provisions | 43 | | Director Compensation | 45 | | Equity Compensation Plan Information | 46 | | Independent Registered Public Accounting Firm | 47 | | Principal Accountant Fees and Services | 47 | | Pre-Approval of Audit and Non-Audit Services Policy | 47 | | Audit Committee Report | 48 | | Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm | 49 | | Delinquent Section 16(a) Reports | 50 | | Certain Relationships and Related Person Transactions | 51 | | Procedures for Review, Approval and Ratification of Related Person Transactions | 51 | | Related Person Transactions | 51 | | Beneficial Ownership of Securities | 54 | | Questions and Answers About the Annual Meeting | 57 | | Other Matters | 62 | | Other Business | 62 | | Submission of Stockholder Proposals for the 2027 Annual Meeting | 62 | | Householding Information | 63 | | Where You Can Find More Information | 64 | | Glossary of Non-GAAP Financial Measures and Non-GAAP Reconciliations | 65 | | Reconciliation of GAAP and Non-GAAP Financial Measures | 66 |
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
| | 2026 Proxy Statement | 7 |
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: 39 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: 40 Director Since: 2018 | |
Skills Definitions
| 8 | 2026 Proxy Statement | |
Skills Definitions
| | Background: Amit Dalmia is a Senior Managing Director and the Head of Asia Portfolio Operations of our Sponsor, Blackstone, a leading global investment business investing in capital on behalf of pension funds, large institutions, and individuals. As part of Blackstone's leadership team in Asia, Mr. Dalmia is responsible for shaping Blackstone’s business strategy, executing new investments, and steering strategic and operational improvements across portfolio companies to enhance business performance and effect business turnarounds. Prior to Blackstone, he was a part of the leadership team at Hindustan Unilever India. Mr. Dalmia is currently on the Boards of Mphasis, R Systems and PGP Glass. Key Qualifications and Skills: Mr. Dalmia received a B.Com. (Hons.) from St. Xaviers’ College from the University of Kolkata, India. He is a Chartered Accountant, Company Secretary and Cost Accountant. He completed management training with the Indian Institute of Management, Ahmedabad. We believe that Mr. Dalmia is qualified to serve on our board due to his global mindset, experience working in emerging markets, executive management experience, business development acumen and deep understanding of our industry and business. Other Current Public Board Directorships: None Previous Public Board Directorships (Past Five Years): None | | Amit Dalmia | | | Age: 50 Director Nominee Committees*: Member, Compensation Committee, Member, Nominating and ESG Committee. | |
Skills Definitions
*Effective as of May 21, 2026 and contingent upon Mr. Dalmia's election by the stockholders at the Annual Meeting.
Skills Definitions
| | 2026 Proxy Statement | 9 |
Skills Definitions
| | Background: Michelle Gonzalez is Corporate Vice President and Global Head of M12, Microsoft’s venture capital fund with over 120 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. Her tenure saw a record number of technology products and businesses “spin in” to become key products or capabilities at Google. Michelle first joined Google in the Office of CEO, working on special projects related to startups and innovation strategy. Michelle was a member of Google’s LatinX Leadership Council. 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 Go1, 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: 49 Director Since: 2022 Committees: Chair, Compensation Committee* | |
Skills Definitions
*Effective as of May 21, 2026 and contingent upon Ms. Gonzalez's re-election by the stockholders at the Annual Meeting. Concurrent with such election, Ms. Gonzalez will cease to serve as a member of the Audit Committee.
Skills Definitions
| 10 | 2026 Proxy Statement | |
Skills Definitions
| | Background: Jill Greenthal is an experienced financial executive with significant board experience in the technology, media and internet sectors. With more than 15 years of public company board experience, Ms Greenthal brings deep strategic and tactical insights to her boards—and has particular expertise in Corporate Development, Audit, Finance, ESG and Corporate Governance. She has worked with companies in all stages of growth and development. She has served as Chair of Finance, ESG and Governance Committees on various boards. She is a qualified financial expert. Ms Greenthal joined the Blackstone Group in 2003 as a partner in their advisory business and retired as a Senior Advisor in the firm’s Private Equity Group in 2022. Formerly an investment banker, Ms Greenthal was a Managing Director and lead-banker on many high-profile and industry defining transactions in the technology, internet, cable television and media sectors. Ms Greenthal worked for more than 30 years as an Investment Banker and has extensive experience in Mergers and Acquisitions, Corporate Finance and highly structured transactions. She was a Managing Director and held management positions at Credit Suisse, Donaldson Lufkin and Jenrette and Lehman Brothers. Ms Greenthal is a trustee of the Dana-Farber Cancer Institute and BRIDGE Over Troubled Waters and is an Emeritus 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 Greenthal | | | Age: 69 Director Since: 2022 Lead Independent Director Since: 2023 Committees: Chair, Nominating and ESG Committee; Member, Audit Committee | |
Skills Definitions
| | 2026 Proxy Statement | 11 |
Skills Definitions
| | Background: Susir 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: 60 Director Since: 2019 Committees: Member, Nominating and ESG Committee, Member, Audit Committee* | |
Skills Definitions
*Effective as of May 21, 2026
Skills Definitions
| 12 | 2026 Proxy Statement | |
Skills Definitions
| | Background: Mukesh Mehta is the Chief Investment Officer for India Private Equity and a Senior Managing Director of our Sponsor, Blackstone. Since joining Blackstone in 2016, Mr. Mehta has been involved in Blackstone's investments in Federal Bank, AGS Health, IGI, R Systems, VFS Global, PGP Glass, Aadhar, Simplilearn, Xpressbees and TaskUs, Inc. Prior to joining Blackstone, Mr. Mehta was a Vice President in the Private Equity division of The Carlyle Group. Prior to Carlyle, Mr. Mehta worked in the Investment Banking Division at Citigroup and the Assurance & Business Advisory Group at PwC. 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: 45 Director Since: 2018 Committees: Member, Compensation Committee | |
Skills Definitions
| | 2026 Proxy Statement | 13 |
Skills Definitions
| | Background: Kelly Tuminelli is a seasoned financial executive who in addition to TaskUs sits on the Board of Martello Re. She recently concluded her tenure as Executive Vice President and Chief Financial Officer of TriNet from October 2020 through November 2025, where she remained in an advisory capacity through March 2026 as she focuses fully on expanding her impact through board service. Ms. Tuminelli also served as the executive sponsor of TriNet’s Women@Work colleague resource group. Ms. Tuminelli brings 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 PwC. Ms. Tuminelli has been an active community leader, having served on the Board of MENTOR-Virginia, and as the past Chair for AMP! Metro Richmond, a middle school mentoring program. She also previously served as Chair of the American Heart Association’s Richmond-area Go Red for Women campaign. Ms. Tuminelli is a Certified Public Accountant and a Chartered Global Management Accountant. 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: 57 Director Since: 2021 Committees: Chair, Audit Committee, Member, Compensation Committee* | |
Skills Definitions
*Effective as of May 21, 2026
Skills Definitions
| 14 | 2026 Proxy Statement | |
Proposal One: Election of Directors
Proposal One: Election of Directors There are three Class II directors whose terms expire at the Annual Meeting, Jaspar Weir, Amit Dixit and Michelle Gonzalez. Our Nominating and ESG Committee has recommended, and our board has approved, Jaspar Weir, Amit Dalmia (as a replacement nominee for Amit Dixit, as specified by our Sponsor) and Michelle Gonzalez as nominees for election as Class II directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2029 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 of the nominees, Mr. Weir and Ms. Gonzalez 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 to 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. |
Proposal One: Election of Directors
| 30 | 2026 Proxy Statement | |
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 2025, our NEOs were as follows:
Executive and Director Compensation
| | | | | Bryce Maddock | Jarrod Johnson | Stephan Daoust | | Chief Executive Officer, Co-Founder and Chairperson | Chief Customer Officer | Chief Operating Officer |
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation earned during the applicable year by our NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bryce Maddock Chief Executive Officer and Chairperson | 2025 | 47,846 | 5,339,202 | — | 253,039 | 5,640,087 | | | 2024 | 40,000 | 5,998,281 | — | 1,600 | 6,039,881 | | Jarrod Johnson Chief Customer Officer | 2025 | 400,000 | 1,722,322 | 350,000 | 14,000 | 2,486,322 | | | 2024 | 390,387 | 1,059,685 | 470,822 | 13,800 | 1,934,694 | | Stephan Daoust Chief Operating Officer | 2025 | 450,000 | 1,722,322 | 337,500 | 14,000 | 2,523,822 | | | 2024 | 430,769 | 1,059,685 | 443,400 | 13,800 | 1,947,654 |
Summary Compensation Table
(1)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, 2025. (2)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 Financial Accounting Standards Board Accounting Standards Codification Topic 718 - Stock Compensation ("FASB ASC Topic 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. (3)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.” (4)The amounts reported in this column reflect 401(k) matching contributions made on behalf of each executive and for Mr. Maddock the reported amounts for 2025 in this column reflect 401(k) matching contributions made on his behalf ($1,837) and reimbursement of expenses, including filing fees and related legal costs pursuant to the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 ($251,202).
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth outstanding unvested equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | 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 | 551,177 | — | 23.00 | 6/10/31 | | | 186,667(6) | 2,200,804 | | | 174,787 | 90,043(2) | 18.13 | 3/6/33 | | | 162,409(7) | 1,914,802 | | | | | | | 31,515(3) | 371,562 | | | | | | | | | 188,202(4) | 2,218,902 | | | | | | | | | 243,614(5) | 2,872,209 | | | | Jarrod Johnson | 232,250 | — | 30.14 | 8/5/31 | | | 52,390(7) | 617,678 | | | 61,425 | 31,644(2) | 18.13 | 3/6/33 | | | | | | | | | | | 11,076(3) | 130,586 | | | | | | | | | 57,536(4) | 678,349 | | | | | | | | | 78,585(5) | 926,517 | | | | Stephan Daoust | 208,696 | — | 23.00 | 6/10/31 | | | 52,390(7) | 617,678 | | | 49,938 | 25,727(2) | 18.13 | 3/6/33 | | | | | | | | | | | 9,005(3) | 106,169 | | | | | | | | | 57,536(4) | 678,349 | | | | | | | | | 78,585(5) | 926,517 | | |
Outstanding Equity Awards as of December 31, 2025
(1)The market value in this column is based on the closing price of $11.79 per share as of December 31, 2025, the last trading day of 2025, for our Class A Common Stock as listed on The Nasdaq Stock Market. (2)These options vest on March 6, 2026. (3)These RSUs vest on March 6, 2026. (4)These RSUs vest annually as follows: 33% on March 15, 2026 and 34% on March 15, 2027. (5)These RSUs vest annually as follows: 33% on March 7, 2026, 33% on March 7, 2027 and 34% on March 7, 2028. (6)These PSUs vest based on the achievement of specified Stock Price CAGR levels pursuant to the Performance Stock Unit Agreement entered into with Mr. Maddock in 2024. Under the 2024 Performance Stock Unit Agreement, PSUs vest based on Stock Price CAGR levels (with Mr. Maddock eligible to earn 10% - 30% of the target number of PSUs granted thereunder, depending on the level of achievement attained) under three performance periods, each of which begins on the date of grant and ends on the first, second and third anniversary of the date of grant, respectively, and, in each case, subject to Mr. Maddock’s continued employment through the last day of the applicable performance period. (7)These PSUs vest based on Revenue and Adjusted EBITDA achievement over a three-year performance period. The number that would be received upon vesting, if any, may range from 0% to 100% of the number shown.
Outstanding Equity Awards as of December 31, 2025
| 42 | 2026 Proxy Statement | |
Employment and Severance Arrangements
Employment and Severance Arrangements Our wholly-owned subsidiary, TaskUs Holdings, Inc. ("TaskUs Holdings") has entered into an Employment Agreement with Mr. Maddock pursuant to which Mr. Maddock serves as our Chief Executive Officer. In connection with our IPO, this agreement was assigned to, and assumed by, the Company with all determinations to be made by the board of directors of TaskUs Holdings thereunder to be made by our board of directors. The agreement is effective through the date on which the executive’s employment terminates, which termination may be made by either us or the executive at any time, with or without notice, for any reason whatsoever. Pursuant to this agreement, each year, our board of directors will determine in good faith (i) an annual base salary increase and (ii) an annual performance bonus plan, in each case, in line with market compensation packages for executives of companies equivalent to us. Under this agreement, such annual performance bonus plan will be tied to a balanced scorecard that represents our and our subsidiaries’ overall performance, and in order for the executive to receive a bonus under such plan, he must be employed through the end of the applicable fiscal year. From 2021 through 2025, Mr. Maddock elected not to participate in the annual performance bonus plan. This agreement prohibits Mr. Maddock from competing with our business while employed by the Company and from soliciting our employees during his employment and for two years following the termination of his employment. We do not have any severance arrangements with Mr. Maddock. TaskUs Holdings entered into an Employment Agreement with Mr. Johnson on August 5, 2021 (the “Johnson Employment Agreement”) pursuant to which Mr. Johnson serves as our Chief Customer Officer. The Johnson Employment Agreement is effective from July 22, 2021 through July 1, 2025, after which it will automatically be extended for successive one-year terms, until terminated, which termination may be made by either us or Mr. Johnson. Pursuant to the Johnson Employment Agreement, Mr. Johnson is entitled to receive an annual base salary of $350,000, which the Compensation Committee increased to $400,000 effective in February 2024, and is eligible to receive an annual incentive bonus, subject to the terms of the annual bonus plan under which it is granted. Under the Johnson Employment Agreement, Mr. Johnson received certain long-term equity incentive awards under our 2021 Omnibus Incentive Plan, as described under “—Long-Term Equity Incentives” above. The Johnson Employment Agreement prohibits Mr. Johnson from competing with our business during employment and for one year following the termination of his employment for any reason. The Johnson Employment Agreement further prohibits Mr. Johnson from soliciting our employees or clients during employment and for two years following the termination of his employment for any reason. Mr. Johnson is also party to a confidential information and invention assignment agreement that contains a perpetual confidentiality covenant and an intellectual property assignment provision in favor of TaskUs Holdings. The Johnson Employment Agreement also contains severance provisions. In the event that Mr. Johnson’s employment is terminated by us without “cause,” or Mr. Johnson resigns from employment with “good reason,” in each case as defined in the Johnson Employment Agreement, subject to his execution of an effective release of claims in favor of the Company, he is entitled to receive separation pay in an amount equal to the sum of his annual base salary and target annual bonus for the year in which such termination of employment occurs.
Employment and Severance Arrangements
| | 2026 Proxy Statement | 43 |
Employment and Severance Arrangements
Mr. Daoust is not party to an employment agreement; however under his offer letter, he is entitled to a cash payment equal to six months of his base salary in the event that his employment is terminated without cause. Such severance is subject to execution of a separation and release agreement. Additionally, Mr. Daoust's offer letter provides indemnification by the Company in the event of an action by a former employer for Mr. Daoust's breach of a restrictive covenant or related claim, and a separation payment of up to a maximum of 12 months of Mr. Daoust's base salary if his employment is made impossible due to interference by his prior employer.
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 PSUs granted to Mr. Maddock in 2024 are subject to the following vesting acceleration terms: •In the event of a “Qualifying Change in Control” (defined as a “Change in Control” (as defined in 2021 Omnibus Incentive Plan) following which the Company’s common stock is no longer listed for trading on NASDAQ or another U.S. national securities trading exchange) prior to the termination of Mr. Maddock’s employment: ◦The “Cumulative Number of PSUs Earned” as of the date of the Qualifying Change in Control will be determined based on the actual price paid per share of the Company’s common stock in connection with such Qualifying Change in Control, as follows: ▪If the Change in Control is consummated prior to the second anniversary of the date of grant, the number of PSUs that will vest will be determined based on the highest level of achievement with respect to the Stock Price CAGR performance targets (with Stock Price CAGR calculated considering n=2); provided, that the number of PSUs that will vest will be based on the “Cumulative Number of PSUs Earned” in the table above for the level of achievement with respect to the final performance period; and ▪If the Change in Control is consummated prior to the third anniversary of the date of grant, the number of PSUs that will vest will be determined based on the highest level of achievement with respect to the Stock Price CAGR performance targets (with Stock Price CAGR calculated considering n=3). Notwithstanding the foregoing, any PSUs that vest in connection with a Qualifying Change in Control will not be settled until the earliest of (i) the first anniversary of the consummation of such Qualifying Change in Control, subject to Mr. Maddock’s continued employment with the Company through such date, (ii) the last day of the next performance period that would have ended following such Qualifying Change in Control, and (iii) the date of the termination of Mr. Maddock’s employment by the Company without “cause,” by Mr. Maddock for “good reason” or due to Mr. Maddock’s death or disability (a “Qualifying Termination”); provided, that, upon the termination of Mr. Maddock’s employment (other than a Qualifying Termination) prior to the first anniversary of the consummation of such Qualifying Change in Control, at the election of the Board by written notice to Mr. Maddock within 15 days following such termination, Mr. Maddock will be required to forfeit to the Company, for no consideration therefor, any PSUs that are settled pursuant to clause (ii) above (or, as applicable, will repay to the Company all proceeds received in respect of any such PSUs). For a description of the treatment of the RSUs and PSUs granted to Messrs. Maddock, Johnson and Daoust in 2025 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
| 44 | 2026 Proxy Statement | |
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 | 60,000 | | | Annual Equity Retainer(2) | 180,000 | | | 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, with the value above corresponding to approximate value on the grant date, 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 2025. Messrs. Dixit and Mehta do not receive any compensation for their services on our board. Our executive directors, Messrs. Maddock and Weir, are not separately compensated for their service on our board and Mr. Maddock's compensation is reported in the Summary Compensation table for NEOs.
Director Compensation
| | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Amit Dixit | - | - | - | | Susir Kumar | 78,983 | 210,473(3) | 289,456 | | Mukesh Mehta | - | - | - | | Jacqueline Reses | 175,000(2) | 210,473(4) | 385,473 | | Kelly Tuminelli | 182,763(2) | 210,473(3) | 393,236 | | Michelle Gonzalez | 177,500(2) | 210,473(3) | 387,973 | | Jill Greenthal | 110,721 | 210,473(3) | 321,194 |
Director Compensation
| | 2026 Proxy Statement | 45 |
Director Compensation
(1)This column reflects the grant date fair value of RSUs granted in 2025 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)Includes $100,000 in consideration for service on the Special Committee in connection with the Take-Private Transaction. (3)As of December 31, 2025, Mr. Kumar, Ms. Gonzalez, Ms. Greenthal and Ms. Tuminelli each held 12,491 unvested RSUs that were granted on May 22, 2025 and will vest on May 22, 2026. (4)As of December 31, 2025, Ms. Reses held: (A) 214,089 exercisable stock options; and (B) 12,491 unvested RSUs that were granted on May 22, 2025 and will vest on May 22, 2026.