Corsair Gaming, Inc.

2024 Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the last three fiscal years.

(1)

Amounts shown represent the grant date fair value of options, RSUs and PSUs granted during fiscal 2024 as calculated in accordance with ASC Topic 718. See Note 10 of the consolidated financial statements included in the Annual Report on Form 10 K filed on February 26, 2025, for the assumptions used in calculating this amount. For purposes of our PSUs, which vest based on the attainment of certain annual revenue and adjusted operating income metrics (as further described above), the grant date fair value included is based on the probable achievement of such metrics. The grant date fair value of the PSUs assuming the maximum achievement of such metrics is $4,549,440. As described above, in February 2025, the board certified that none of the applicable performance metrics were achieved with these PSUs

(2)

Amounts shown represent the annual performance‑based cash bonuses earned by our NEOs based on the achievement of certain performance objectives. These amounts are paid to the NEOs early in the year following the applicable performance period. Please see the descriptions of the annual performance bonuses paid to our NEOs under “Annual Cash Bonus” above.

(3)

Amounts shown represent matching contributions under our 401(k) plan.

(4)

In February 2025, Mr. Paul informed us of his retirement as our Chief Executive Officer and a member of our board effective as of July 1, 2025.

(5)

In February 2025, in connection with Mr. Paul’s retirement, Ms. La was appointed to service as our Chief Executive Officer effective as of July 1, 2025.

Grants of Plan-Based Awards in 2024

The following table represents our grants of plan‑based awards to our NEOs for the past fiscal year.

(1)

Amounts in the “Estimated Future Payouts Under Non‑Equity Incentive Plan Awards” column relate to amounts payable under our 2024 cash bonus plan. The threshold column assumes the achievement of the corporate and individual goals only at the threshold level. The threshold bonus amount can be calculated by multiplying the target bonus of each NEO times the threshold percentage of 37.5%. The target column assumes the full target achievement for both corporate and individual goals. The target bonus amount can be calculated by multiplying the base salary of each NEO actually paid in 2024 times target bonus percentage established by the board of directors times the target percentage of 100%. The maximum column assumes the maximum achievement for both corporate and individual goals. The maximum bonus amount can be calculated by multiplying the target bonus of each NEO times the maximum percentage of 200%.

(2)

Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column relate to amounts payable under our 2024 PSUs. The columns set forth the potential threshold, target and maximum number of shares underlying the PSU’s granted as of February 16, 2024 that may vest based on the achievement of annual revenue and adjusted operating income performance metrics achieved during fiscal year 2024. The threshold amounts assume that each annual revenue and adjusted operating income performance metric is achieved at the threshold level, resulting in the NEO earning 50% of the target PSUs. The target amounts assume that each annual revenue and adjusted operating income performance metric, resulting in the NEO earning 100% of the PSUs granted. The maximum amounts assume that annual revenue and adjusted operating income performance metrics are achieved at the maximum levels, resulting in the earning 200% of the target number of PSUs. Once earned, the performance-based PSUs awarded to our executives vest as to 1/3 of the earned PSUs on December 31, 2024 and as to the remaining earned PSUs in eight equal quarterly installments for two years thereafter, subject to the applicable NEO’s continued service through each applicable vest date. See the section above entitled “Components of Compensation for Fiscal 2024—Long-Term Equity Awards” for more information. In February 2025, as a result of no performance metric threshold being achieved, all the PSUs granted in 2024 were forfeited.

(3)

Consists of time based RSUs issued pursuant to our 2020 Plan. The time based RSUs awarded to our executives in 2024 vest over four years with a one year cliff and then every quarter thereafter from the vesting commencement date, subject to the continued employment of the NEO.

(4)

Consists of time based stock options issued pursuant to our 2020 Plan. Generally, the time based stock options awarded to our executives vest over four years with a one year cliff and monthly thereafter from the vesting commencement date, subject to the continued employment of the NEO.

(5)

The amounts shown in this column represent the fair market value of one share of our common stock on the date of grant. For option grants to the NEOs in 2024, our compensation committee determined that the fair market value of our common stock on the date of grant was equal to the last sale, or closing, price of our common stock on the Nasdaq Global Select Market on the date of grant.

(6)

The amounts shown in this column represent the grant date fair value of stock option, RSU or PSU awards granted to our NEOs in 2024, calculated in accordance with SEC rules, but excluding the effect of any estimated forfeitures. For purposes of our PSUs, which vest based on the attainment of certain annual revenue and adjusted operating income metrics (as further described above), the grant date fair value included is based on the probable achievement of such metrics.

Outstanding Equity Awards at Fiscal Year End

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.

(1)

Unless otherwise noted, each option vests and becomes exercisable in substantially equal installments on each of the first five anniversaries of the vesting commencement date subject to the NEO continuing to provide services to us through the applicable vesting date.

(2)

Amount shown is based on market value per share of our common stock of $6.61, which represents the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2024.

(3)

The option vests and becomes exercisable as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date.

(4)

The RSUs vest as to 25% of the RSUs on the first anniversary of the vesting commencement date and as to 12.5% of the RSUs on each six month anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date.

(5)

The RSUs vest as to 25% of the RSUs on the first anniversary of the vesting commencement date and as to 16% of the RSUs on each quarterly anniversary thereafter, subject to the applicable NEO continuing to provide services to us through the applicable vesting date.

(6)

The PSUs vest as to 1/3 of the earned PSUs on December 31, 2024 and as to the remaining earned PSUs in eight equal quarterly installments for two years thereafter, subject to the applicable NEO’s continued service through each applicable vest date. The number of PSUs earned is determined based on the Company’s revenue and adjusted operating income for the performance period of calendar year 2024, as detailed above under the section entitled “Components of Compensation for Fiscal 2024—Long-Term Equity Awards”.

Option Exercises and Shares Vested in 2024

The following table summarizes the number of shares acquired upon exercise of options or vesting and settlement of RSUs and PSUs and the value realized on exercise or settlement for each of our NEOs during the year ended December 31, 2024.

(1)

The value shown is based on the number of vested shares issued upon settlement of the RSUs multiplied by the closing price of the common stock on the vesting date.

Pension Benefits

None of our NEOs participates in or has account balances in qualified or non‑qualified defined benefit plans sponsored by us.

Nonqualified Deferred Compensation

None of our NEOs participate in or have account balances in non‑qualified defined contribution plans or other deferred compensation plans maintained by us.

Employment and Separation Agreements with Named Executive Officers

Andrew J. Paul. On July 1, 2010, we entered into a severance agreement with Mr. Paul. His severance agreement provides him with severance in the event we terminate his employment with us without Cause (as defined below) or he resigns for Good Reason (as defined below), in each case, within 18 months following a Change in Control (as defined below). The Acquisition Transaction constituted a Change in Control for purposes of Mr. Paul’s severance agreement. The severance provided under the severance agreement includes (a) a lump sum cash payment equal to two times the sum of his annual base salary plus his target annual bonus amount, (b) continued healthcare coverage under our medical plan for up to two years and (c) full acceleration of the vesting of all of his outstanding equity awards. Mr. Paul must timely execute, and not revoke, a general release of all claims against us and our affiliates to receive the severance payments described above. In addition, if Mr. Paul materially breaches certain restrictive covenant agreements he will forfeit his severance benefits.

For purposes of Mr. Paul’s severance arrangement, “Cause” is defined as: (i) the continued failure of Mr. Paul to perform the material duties, responsibilities and obligations of Mr. Paul’s position with us after written notice from us identifying the performance deficiencies and a reasonable cure period of at least 30 days; (ii) the commission of any act of fraud, embezzlement or dishonesty by Mr. Paul or Mr. Paul’s commission of a felony which is materially damaging to us or our reputation; (iii) any intentional use or intentional disclosure by Mr. Paul of our confidential information or trade secrets which is materially damaging to us or our reputation; (iv) any other intentional misconduct by Mr. Paul which is materially damaging to us or our reputation, Mr. Paul’s failure to cure any breach of Mr. Paul’s obligations under his severance arrangement or Mr. Paul’s confidentiality agreement after written notice of such breach from us and a reasonable cure period of at least 30 days; or (v) Mr. Paul’s material breach of any of Mr. Paul’s fiduciary duties as an officer of our company. “Change in Control” means: (i) a merger, consolidation or reorganization approved by our stockholders, unless securities representing more than 50% of the total combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned our outstanding voting securities immediately prior to such transaction; (ii) the sale, transfer or other disposition of all or substantially all of our assets to any person, entity or group of persons acting in concert other than a sale, transfer or disposition to an entity, at least 50% of the combined voting power of the voting securities of which is owned by us or by our stockholders in substantially the same proportion as their ownership of our company immediately prior to such sale; or (iii) the acquisition by any person or related group of persons of beneficial ownership of securities of our company possessing (or convertible into or exercisable for such securities possessing) more than 50% of the total combined voting power of our outstanding voting securities (measured immediately after such acquisition) effected through a direct purchase of those securities from one or more of our stockholders. Finally, “Good Reason” means, without Mr. Paul’s express written consent: (i) a material reduction in Mr. Paul’s authority, duties or responsibilities; (ii) a material reduction by us of Mr. Paul’s base compensation; (iii) a material relocation of Mr. Paul’s principal place of service (with the relocation to a facility or a location more than 50 miles from his current location deemed to be material for such purpose); or (iv) our failure to obtain the assumption of Mr. Paul’s severance arrangement by any successors; provided, that none of the events specified above shall constitute Good Reason unless (A) Mr. Paul provides written notice of the occurrence of the event constituting Good Reason within 90 days after the occurrence of such event and (B) we fail to cure such event within 30 days after receipt of such written notice. If we fail to cure the event, Mr. Paul’s termination shall be effective at the end of the 30‑day cure period.

Pursuant to a Transition Agreement, dated February 10, 2025, between the Company and Mr. Paul (the “Transition Agreement”), which superseded the employment agreement described above. Under the Transition Agreement, Mr. Paul will continue to serve as our Chief Executive Officer and as a member of our board of directors through the earlier of (i) June 30, 2025 and (ii) such earlier date as determined by Mr. Paul or us (the earliest of such dates, the “Transition End Date”). Mr. Paul will continue to receive his current annual base salary and his equity awards will continue vesting during such transition period with us through the Transition End Date. Pursuant to the Transition Agreement, in the event Mr. Paul remains employed with the Company through June 30, 2025, then, subject to Mr. Paul executing and not revoking a general release of claims (and abiding by non-disparagement and two year non-solicitation restrictive covenants), (i) the vesting of Mr. Paul’s in-the-money stock options and all of his RSUs will be fully accelerated, (ii) the post-termination exercise period applicable to all of his stock options will be extended for a period of 24 months, (iii) Mr. Paul will be entitled to receive a pro-rated annual bonus based on actual achievement of performance goals and (iv) Mr. Paul will receive 24 months of COBRA reimbursement.

Michael G. Potter. On October 17, 2019, we entered into an employment agreement with Mr. Potter setting forth the terms and conditions of his employment. The employment agreement provides for an annual base salary and an initial option grant. Mr. Potter has also executed our standard confidential information and invention assignment agreement.

On October 17, 2019, we entered into a severance agreement with Mr. Potter. Mr. Potter’s severance agreement provides him with severance in the event we terminate Mr. Potter’s employment with us without Cause (as defined below) or resigns for Good Reason (as defined below). The severance provided under the severance agreement provides for (a) twelve months of his base salary and (b) continued healthcare coverage under our medical plan for up to twelve months. In lieu of such severance, if we terminate Mr. Potter’s employment without

Cause or he resigns for Good Reason within twelve months following a Change in Control, the severance agreement provides for (a) a lump sum cash payment equal to twelve months of base salary and his target annual bonus, (b) continued healthcare coverage under our medical plan for up to twelve months and (c) full acceleration of the vesting of all of his outstanding equity awards; provided, that, if a Change in Control occurs during the first year of Mr. Potter’s employment, only fifty percent of Mr. Potter’s outstanding equity awards will be accelerated. Mr. Potter must timely execute, and not revoke, a general release of all claims against us and our affiliates to receive the severance payments described above. In addition, if Mr. Potter materially breaches certain restrictive covenant agreements he will forfeit his severance benefits.

For purposes of Mr. Potter’s severance arrangement, “Cause” is defined as (i) the willful failure to perform his duties and responsibilities or deliberate violation of our policies; (ii) the commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in a material injury to us; (iii) unauthorized use or disclosure of our proprietary information or trade secrets or any other party to whom he owes an obligation as a result of his relationship with us; or (iv) willful and material breach of any of his obligations under the severance agreement or any other written agreement or covenant with us. “Good Reason” means, without his express written consent: (i) a material reduction (defined as greater than a ten‑percent reduction) in his annual base salary or target bonus, but excluding reductions in connection with an across‑the‑board reduction of all similarly situated employees’ annual base salaries and or bonuses by a percentage at least equal to the percentage which his base salary is reduced accordingly; (ii) a material diminution in his authority, duties or responsibilities; or (iii) a relocation of his principal place of employment to a facility or a location of more than 35 miles from the principal place of employment prior to such change, except for required travel on business to the extent substantially consistent with his business travel obligations prior to such change; provided, that none of the events specified above shall constitute Good Reason unless (A) Mr. Potter provides written notice of the occurrence of the event constituting Good Reason within 90 days after the occurrence of such event and (B) we fail to cure such event within 30 days after receipt of such written notice. If we fail to cure the event, Mr. Potter’s termination shall be effective at the end of the 30‑day cure period. If we waive our right to cure or we do not cure with the 30‑day period, Mr. Potter may resign for Good Reason within 60 days following the earlier date on which we waive our right to cure or the end of the cure period. If Mr. Potter does not resign for Good Reason within such 60‑day period, he will waive his right to terminate his employment for the event constituting Good Reason.

Thi L. La. We entered into change in control severance agreements with Ms. La effective as of April 5, 2021. The change in control severance agreements each provide that, in the event Ms. La’s employment is terminated by us other than for “cause” (as defined therein) or Ms. La resigns for “good reason” (as defined therein), and that termination or resignation occurs within the period commencing on the consummation of a “change in control” (as defined therein) and ending 12 months after a change in control, the severance will consist of 12 months of base salary paid in a single cash lump sum, 100% of Ms. La’s target bonus paid (assuming achievement of performance goals at 100% of target) in a single cash lump sum, 12 months of COBRA reimbursement and full vesting acceleration for each equity award held by Ms. La (except for any performance‑vesting awards, which will be governed by the terms of the applicable award agreement). Pursuant to the terms of the change in control severance agreements, Ms. La must timely deliver an effective release of claims to us and comply with the restrictive covenant agreement in order to be eligible for the foregoing severance benefits.

For purposes of the change in control severance agreements, “Cause” is defined as: (i) the willful failure substantially to perform the officer’s duties and responsibilities to us or deliberate violation of a company policy; (ii) the officer’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to us; (iii) unauthorized use or disclosure by the officer of any of our proprietary information or trade secrets or any other party to whom the officer owes an obligation of nondisclosure as a result of the officer’s relationship with us; or (iv) the officer’s willful and material breach of any of the officer’s obligations under the change in control severance agreement or any other written agreement or covenant with us. “Good Reason” is defined as the occurrence of any of the following conditions without the officer’s express written consent: (i) a material reduction (defined as greater than a 10% reduction) in the officer’s base salary or target bonus, but excluding reductions in connection with an across‑the‑board reduction of all similarly situated employees’ base salaries and/or bonuses by a percentage at least equal to the percentage by which the officer’s base salary is reduced; (ii) a material diminution in the officer’s authority, duties or responsibilities; or (iii) a relocation of the officer’s principal place of employment of more than 35 miles from the officer’s principal place of employment immediately prior to such change, except for required travel on company business to an extent substantially consistent with officer’s business travel obligations immediately prior to such change. For a termination to qualify as a termination for Good Reason, the officer must notify us in writing of termination for Good Reason, specifying the event constituting Good Reason, within 90 days after the officer first becomes aware of the event that the officer believes constitutes Good Reason. Failure for any reason by the officer to give written notice of termination of employment for Good Reason will be deemed a waiver of the right to terminate the officer’s employment for that Good Reason event. We have a period of 30 days after receipt of officer’s notice in which to cure the Good Reason event. If the Good Reason event is cured within this period, the officer will not be entitled to terminate the officer’s employment for Good Reason. If we waive our right to cure or we do not, within the 30‑day period, cure the Good Reason event, the officer may terminate officer’s employment for Good Reason within 60 days following the earlier of the date on which we waive our right to cure or the end of the cure period. If the officer does not terminate officer’s employment within such 60‑day period, the officer will waive the officer’s right to terminate the officer’s employment for that Good Reason event. “Change in Control” is defined as such term is defined in the 2020 Plan; provided, that such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A‑3(i)(5); provided further that a Change in Control will not be deemed to have occurred if a sale of common stock results in EagleTree beneficially owning and controlling, directly or indirectly, less than 50% of the common stock outstanding on a fully diluted basis (for the avoidance of doubt, this provision shall not apply to a transaction where substantially all of the common stock held by EagleTree and other common stock holders are sold pursuant to a definitive agreement of merger or a similar instrument).

Pursuant to an Employment Agreement, dated February 11, 2025, between the Company and Ms. La (the “Employment Agreement”), Ms. La will assume the role of Chief Executive Officer on July 1, 2025 (unless such other date is determined, the “Effective Date”) for a three-year term. On the Effective Date, the employment agreement and change in control severance agreement described above will be superseded and replaced. Under the Employment Agreement, on the Effective Date, she will receive an annual base salary of $800,000 and will be eligible for an annual bonus with a target amount equal to 120% of her annual base salary. In accordance with the employment agreement, we have granted Ms. La RSUs, an option to purchase our common stock and PSUs having an aggregate target value of $5 million. Subject to the terms of the 2020 Plan and following the Effective Date, (i) the RSUs will vest over four years, with 25% of the RSUs vesting on the first anniversary of the Effective Date and with respect to 1/16th of the RSUs on each quarterly anniversary thereafter, subject to Ms. La’s continued service through the applicable vesting date, (ii) the shares subject to the option will vest and become exercisable over four years, with 25% of the shares subject to the option vesting on the first anniversary of the Effective Date and with respect to 1/48th of the shares subject to the Option on each monthly anniversary thereafter, subject to Ms. La’s continued service with the Company through the applicable vesting date, and (iii) the PSUs will vest based on similar metrics to those currently in place for the 2024 PSUs. In addition, Ms. La also executed our standard change in control and severance agreement that will become effective following the Effective Date, pursuant to which she is eligible to receive certain payment and benefits in the event we terminate Ms. La’s employment with us without Cause (as defined above) or resigns for Good Reason (as defined above). The severance provided under the severance agreement provides for (a) 12 months of her base salary, (b) 100% of her target annual performance bonus and (c) continued healthcare coverage under our medical plan for up to 12 months. In lieu of such severance, if we terminate Ms. La’s employment without Cause or she resigns for Good Reason within 12 months following a Change in Control, the severance agreement provides for (a) a lump sum cash payment equal to 24 months of base salary and 200% of her target annual bonus, (b) continued healthcare coverage under our medical plan for up to 24 months and (c) full acceleration of the vesting of all of her outstanding equity awards (other than any performance-based equity awards). Ms. La must timely execute, and not revoke, a general release of all claims against us and our affiliates to receive the severance payments described above. In addition, if Ms. La materially breaches certain restrictive covenant agreements she will forfeit her severance benefits.

Potential Payments upon Termination or Change in Control

The information below describes and quantifies certain compensation and benefits that would have become payable to each of our NEOs if our NEO’s employment had terminated on December 31, 2024 as a result of each of the termination scenarios described below, taking into account the NEO’s compensation as of that date. The information below does not generally reflect compensation and benefits available to all salaried employees upon termination of employment with us under similar circumstances. We are not obligated to provide any additional compensation in connection with a change in control, other than the potential acceleration of the PSUs granted in February 2024. The respective severance agreement for each of our NEOs includes a modified cutback provision, such that if any severance payments or benefits would constitute a “parachute payment” and would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate benefits will either be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the NEO of the greatest amount of aggregate benefits on an after‑tax basis. For purposes of the table set forth below, it has been assumed that the payments and benefits will not be reduced pursuant to the preceding sentence and, accordingly, include the full value of such payments and benefits.

(1)

Represents a cash payment of 24 months of base salary in the event of termination without cause or for good reason within 18 months following a change in control for Mr. Paul and 12 months of base salary in the event of termination without cause or for good reason for Mr. Potter in the event of termination without cause or for good reason within 12 months following a change in control for Ms. La.

(2)

Represents a cash payment of 24 months of Mr. Paul’s target bonus amount in the event of termination without cause or for good reason within 18 months following a change in control and 12 months of Ms. La’s and Mr. Potter’s target bonus amount in the event of termination without cause or for good reason for Mr. Potter (whether or not during a change in control) and in the event of termination without cause or for good reason within 12 months following a change in control for Ms. La.

(3)

Represents the aggregate value of the executive’s unvested option awards that would have vested on an accelerated basis, based on the spread between the fair market value of our ordinary shares ($6.61 as of December 31, 2024) and the options’ exercise prices (and does not include any unvested options that are underwater, whereby the exercise price is more than the fair market value as of December 31, 2024). Under the 2017 Program and relevant option agreements, in the event of a change in control, all options will become fully vested and exercisable if the holder has provided more than one year of service to the Company. If each NEO is terminated without cause by us or resigns with good reason within 18 months for Mr. Paul and 12 months for Ms. La and Mr. Potter following a change in control, then all options will become fully vested and exercisable.

(4)

Represents the aggregate value of the executive’s unvested RSUs that would have vested on an accelerated basis, based on the fair market value of our ordinary shares ($6.61 as of December 31, 2024). If each NEO is terminated without cause by us or resigns with good reason within 18 months for Mr. Paul and 12 months for Ms. La and Mr. Potter following a change in control, then all RSUs will become fully vested and exercisable. For PSUs granted in 2024, (i) to the extent they would have been earned prior such termination, then they would be subject to the foregoing acceleration as if they were RSUs and (ii) to the extent the performance period had not yet been completed prior to such termination, then they would terminate for no consideration. Under the terms and conditions of the 2024 PSUs, in the event of change in control prior to the end of the performance period, there will be earned PSUs equal to the greater of (i) the target number of PSUs and (ii) the actual achievement of the performance metrics based on the performance period ending immediately prior to the change in control. The change in control portion of the table above represents the target number of PSUs as if a change in control occurred on December 31, 2024.

(5)

Represents continued coverage under COBRA for 24 months based on the incremental cost of our contribution as of December 31, 2024 to provide this coverage in the event of termination without cause or for good reason within 18 months following a change in control for Mr. Paul. Represents continued coverage under COBRA for 12 months based on the incremental cost of our contribution as of December 31, 2024 to provide this coverage in the event of termination without cause or for good reason for Mr. Potter and in the event of termination without cause or for good reason within 12 months following a change in control for Ms. La.

CEO Pay Ratio

As required by Item 402(u) of Regulation S‑K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Andrew Paul:

For 2024:

•

The median of the annual total compensation of our employees was $37,056.12;

•

The annual total compensation of our Chief Executive Officer was $5,975,495; and

•

The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 161 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

We identified the employee with compensation at the median of the annual total compensation of all our employees using the following methodology:

For 2024, in accordance with Item 402(u) of Regulation S-K, we calculated the CEO pay ratio using the different employee census data used to calculate the median employee in 2024, 2023 and 2022, as that same data had been used for three years. In determining our median employee in 2024, we considered the individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2024, whether employed on a full‑time, part‑time, seasonal or temporary basis. We did not include any contractors or other non‑employee workers in our employee population. Thus, our employee population used to determine our median employee, after taking into consideration the adjustments described above, consisted of approximately 2,075 individuals.

To identify our median employee, we chose to use the base salary rate and target variable cash compensation for active employees as effective on December 31, 2024. For simplicity, we calculated annual base pay using a reasonable estimate of the hours worked during 2024 for hourly employees and base salary rate for our remaining employees.

For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign spot exchange rates as of December 31, 2024. We did not make any cost‑of‑living adjustments.

Once we determined our median employee, we then calculated the 2024 total compensation for this individual using the same methodology we use to calculate the amount reported for our Chief Executive Officer in the “Total” column of the 2024 Summary Compensation Table as set forth in this proxy statement.

Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.

Compensation Risk Assessment

Consistent with the SEC’s disclosure requirements, we have assessed our compensation programs for all employees. We have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Management has evaluated our executive and employee compensation and benefits programs to determine if these programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment process includes a review of program policies and practices; analysis to identify risks and risk controls related to our compensation programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, the effectiveness of our risk controls and the impacts of our compensation programs and their risks to our strategy. Although we periodically review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In relation to this, we believe that our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and our risk management practices.

The compensation committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.

Pay Versus Performance Table

The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid to, awarded to or earned by our CEO (and on average to our non‑CEO NEOs, or our Other NEOs), as compared to compensation actually paid, or CAP, to our CEO (and on average to our Other NEOs) and certain Company and peer performance measures during the years ended December 31, 2024, 2023, 2022, 2021 and 2020, as calculated in accordance with Item 402(v) of Regulation S‑K, or the Pay Versus Performance Table.

(1)

Amounts represent compensation actually paid to our CEO (which was Andy Paul each year) and the average compensation actually paid to our Other NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes Ms. La and Mr. Potter for 2024 and 2023, Ms. La and Messrs. Potter and Lakritz for 2022 and Ms. La and Messrs. Potter, Lakritz and Chevalier for 2021 and 2020. CAP to our CEO and other NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

For all periods presented in the tables above, there were no adjustments applicable to (i) dividends or other earnings paid during the applicable fiscal year prior to the vesting date, (ii) deduction for change in the actuarial present values for the applicable fiscal year or (iii) increase for service cost and prior service cost for pension plans.

(2)

For the relevant fiscal year, represents the cumulative TSR, or the Peer Group TSR, of the S&P 500 IT Technology Index, or the Peer Group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested on September 23, 2020, through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(3)

We determined that Revenue, which is a GAAP measure, to be the most important financial measure used to link Company performance to CAP to our CEO and Other NEOs in 2024, 2023 and 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

Narrative Disclosure to Pay Versus Performance Table

Description of Between CEO and Other NEOs CAP and Financial Performance Measures

The graphs below compare the CAP to our CEO and the average of the CAP to our Other NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income and (iv) revenue, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. CAP is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors.

TSR amounts reported in the graph assume an initial fixed investment of $100 was invested on September 23, 2020, through the end of the listed year in the Company and our Peer Group.

Although Item 402(v) of Regulation S‑K requires the description of the relationship between the compensation actually paid for our NEOs and our net income, we do not currently utilize GAAP or non‑GAAP net income as a performance measure in any of our incentive programs. As a result, the impact of year‑over‑year fluctuations in our net income (loss) has less of an impact on compensation actually paid. The key factor that drove the changes in compensation actually paid is the fluctuations of our stock price. As shown in the Pay Versus Performance Table, the substantial amounts of compensation actually paid for our NEOs in 2020 reflect the significant increase in our stock price during 2020 when our initial public offering occurred.

Pay Versus Performance Tabular List

We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:

• Revenue(1); and

•Non-GAAP adjusted Operating Income(2).

Please note that we have only listed two financial performance metrics, as there are no other financial performance metrics that were linked to CAP for our NEOs in 2024. The Company’s most important financial performance measure for linking CAP to Company performance is Revenue, as it is one of only two Company Performance Factors under our annual performance bonus program (the other being Non-GAAP adjusted operating income) and it is used for purposes of selecting companies comprising our compensation peer groups which influence compensation decisions. This financial performance measure is required in the Pay Versus Performance Table above.

(1)

For an explanation of our management’s use of this measure, see “Compensation Discussion and Analysis—Determination of Compensation” of this Proxy Statement. Revenue is used as a Company Performance Factor under our annual performance bonus program and is one of the performance metrics for our PSUs.

(2)

For an explanation of our management’s use of this measure, see “Compensation Discussion and Analysis—Determination of Compensation” of this Proxy Statement. Non GAAP adjusted operating income is used as a Company Performance Factor under our annual performance bonus program and is one of the performance metrics for our PSUs. For a full reconciliation for non GAAP adjusted operating income to the most directly comparable financial measure stated in accordance with GAAP, please see “Use and Reconciliation of Non GAAP Financial Measures” and the accompanying tables in our press release filed as an exhibit to a Current Report on Form 8 K that we filed with the SEC on February 12, 2025.