Board Justification

Our compensation philosophy is designed to attract, motivate and retain talent critical to our success. By emphasizing performance-based compensation, we align executive interests with those of our stockholders and encourage a culture of innovation and operational excellence. This approach drives sustainable growth and long-term value creation.

Board Justification

Mr. Kurtz was eligible to participate in the Company’s Corporate Incentive Plan (“CIP”). Each of our NEOs had the opportunity to earn between 0% and 138% (subject to the Net Retention Rate modifier, as described below) of their target annual opportunity based on performance against the following three financial targets: Non-GAAP Operating Income (30% weighting), Net New Annual Recurring Revenue (ARR) (70% weighting), Net Retention Rate (modifier)

Board Justification

These amounts represent supplementary benefits including the dollar value of employer costs for life and disability insurance, executive supplemental health benefits and a 401(k) match. These amounts also include, where we incur incremental costs under such arrangements, airfare and hotel expenses paid by the Company for guests to travel with our executives from time to time. For Mr. Kurtz, the amount for fiscal 2025 also includes approximately (i) $104,279 for costs related to personal security for Mr. Kurtz and his family at his residences and (ii) $898,426 for costs related to personal usage of private aircraft.

Board Justification

The stock price hurdle for the first and second tranches of the multi-year PSU awards have been achieved and were certified by the Compensation Committee on May 2, 2024 and May 2, 2025, respectively, and the service-based conditions for such tranches of the multi-year PSU awards were fully satisfied as of February 1, 2024 and February 1, 2025, respectively, resulting in the vesting of an aggregate of 270,000 PSUs for Mr. Kurtz.