Board Justification

The compensation philosophy emphasizes creating an ownership mentality to align executives’ interests with those of stockholders, maintaining a pay-for-performance culture, and fostering long-term alignment with stockholders.

Board Justification

The annual bonus is based on the Company’s attainment of certain performance goals set annually by the Compensation Committee, with a target bonus opportunity equal to 300% of his annual base salary. For 2023, the Company achieved constant currency revenue growth of 12.2% and constant currency Adjusted EBITDA margin of 52.3%, resulting in a performance modifier of 150%.

Board Justification

Includes reimbursement for legal expenses incurred in the negotiation of his employment agreement and other benefits.

Board Justification

The RSUs granted in 2023 vest annually over three years from the grant date contingent on the executive’s continued employment on the applicable vesting date. The RSUs are settled in Class A common stock on the first trading date following the date of vesting.