Board Justification

Our executive compensation program aims to achieve the following main objectives: Market Competitive Pay, Pay for Performance, Align Executive and Investor Interests

Board Justification

In accordance with the target levels for the Performance Bonus Plan approved in 2024 as described above, the NEOs were awarded 127.5% of their target bonus. The Adjusted EBITDA has a threshold of $25 million and target of $29 million, with the compensation committee-approved achievement rate of $36.8 million of Adjusted EBITDA resulting in a payout of the Adjusted EBITDA component at 145% of target. The GAAP revenue threshold was $625 million, and the target was $653.4 million, with the compensation committee-approved achievement rate of $657.4 million of GAAP revenue resulting in a payment of the component based on GAAP revenue at 110% of target. Adjusted EBITDA achievement (at 145%) and revenue achievement (at 110%) each account for 50% of the target bonus.

Board Justification

long-term disability insurance premiums and a cell phone allowance

Board Justification

At the company’s discretion, the bonuses were paid out in fully vested RSUs rather than cash, and while the number of shares were determined for most NEOs based on the closing fair market value of the stock on the date of grant