Ridgepost Capital, Inc.

Executive Compensation

Summary Compensation Table

The following table sets forth certain information concerning the compensation earned for 2024 and 2023 by (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) our Chief Administrative Officer. The persons named in the table are also referred to in this Proxy Statement as the “named executive officers.”

(1)

The amounts reported in this column represent the aggregate value of the stock awards granted to our named executive officers in 2024 and 2023, based on their grant date fair value, as determined in accordance with the share-based payment accounting guidance under FASB ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting.

(2)

The amounts reported in this column represent the grant-date fair value of stock option awards granted in 2024 and 2023, computed in accordance with U.S. GAAP pertaining to equity-based compensation. See “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 8 of our 2024 Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K").

(3)

On March 8, 2024, Mr. Sarsfield was granted restricted stock units in connection with his election to forgo $200,000 of his 2024 cash bonus, and such restricted stock units had a grant date fair value of $230,000 which was equal to 1.15 times the amount of the forgone cash bonus. See “Equity Awards-Luke Sarsfield” below for more information

(4)

This amount includes $80,000 of legal fees paid by P10 on behalf of Mr. Sarsfield associated with negotiations of his employment.

(5)

On March 4, 2024, Ms. Coussens was granted restricted stock units in connection with her election to forgo $100,000 of her 2024 cash bonus, and such restricted stock units had a grant date fair value of $115,000, which was equal to 1.15 times the amount of the forgone cash bonus. See “Equity Awards-Amanda Coussens” below for more information.

(6)

This amount includes payments received in respect of the individuals carried interest awards.

(7)

This amount includes dividends paid related to RSUs granted to Mr. Sarsfield, Ms. Coussens, and Mr. Hood.

(8)

This amount includes (i) a negligible amount of premiums paid by the Company and (ii) 401k employer contributions.

Disclosure Regarding Summary Compensation Table

Employment Agreements

Luke A. Sarsfield III

In connection with his appointment as CEO, P10 entered into an employment agreement with Mr. Sarsfield, effective as of November 5, 2024 (the “Sarsfield Employment Agreement”), which amended and restated the agreement between P10 and Mr. Sarsfield originally entered into on October 20, 2023, setting forth the terms of his employment and compensation. Pursuant to the Sarsfield Employment Agreement, Mr. Sarsfield is entitled to receive: (i) an annual base salary of $1 million; (ii) a target annual cash bonus of $1.5 million (which was pro-rated for 2023) based on certain performance criteria and benchmarks to be set each year by the Board or the Compensation Committee thereof; (iii) a target annual incentive bonus of $5 million based on certain performance criteria and benchmarks to be set each year by the Board or the Compensation Committee thereof, of which (a) 70% will be awarded in the form of carried interest in certain investment vehicles controlled by the Company, (b) 20% will be awarded in the form of restricted stock units granted under the Plan, and (c) 10% will be awarded in the form of stock options granted under the Plan and (iv) reimbursements for reasonable out-of-pocket expenses during the term of employment. In addition, under the Sarsfield Employment Agreement, Mr. Sarsfield received (i) an initial signing bonus of $1 million, which was paid in the form of fully vested shares of common stock under the Plan; (ii) a start date grant of restricted stock units with an aggregate value of $6 million, which will vest ratably over the first three anniversaries of the effective date; and (iii) reimbursement of up to $85,000 for legal expenses incurred in connection with the negotiation of the Sarsfield Employment Agreement. In addition, Mr. Sarsfield will be entitled to receive up to $40 million in the aggregate of additional grants of restricted stock units, comprised of up to five grants of $8 million each, upon achieving certain stock price performance hurdles. Further, with respect to any restricted stock units held by Mr. Sarsfield, Mr. Sarsfield will be entitled to receive a cash payment of any dividend equivalents on a current basis as dividends are paid. Mr. Sarsfield’s 2024 compensation as approved by the Compensation Committee included (i) a bonus of $2,000,000, of which $1,800,000 was payable in cash and $200,000 of which had been previously paid in RSUs granted in lieu of the cash bonus (see “Equity Awards” below), (ii) RSUs valued at $1,500,000, (iii) options valued at $500,000 and (iv) carried interest awards with an estimated targeted future value of $6,000,000.

The initial term of the Sarsfield Employment Agreement is for a five-year period through October 23, 2028 and will automatically renew for additional one-year periods unless either party delivers written notice of non-renewal at least 90 days prior to the expiration of the then-current term.

The term of the Sarsfield Employment Agreement may be terminated (i) by P10 for Cause (as defined in the Sarsfield Employment Agreement), (ii) by P10 Without Cause (as defined in the Sarsfield Employment Agreement), (iii) upon Mr. Sarsfield's death or by P10 on account of Mr. Sarsfield's disability (as defined in the Sarsfield Employment Agreement), (iv) by Mr. Sarsfield by Voluntary Resignation or for "Good Reason" (each defined in the Sarsfield Agreement), or (v) upon either party's written notice of non-renewal of the Sarsfield Employment Agreement in accordance with its terms.

The Sarsfield Employment Agreement includes provisions on confidentiality and a one year non-compete, non-solicit of clients and a two year non-solicit of employees.

Matters to Come Before the Annual Meeting

Amanda Coussens

P10 entered into an employment agreement with Ms. Coussens effective as of February 27, 2024, which was subsequently amended and restated effective April 3, 2025 (the “Coussens Employment Agreement”), which amended and restated the agreement between P10 and Ms. Coussens originally entered into on November 11, 2022, setting forth the terms of her employment and compensation as Chief Financial Officer of P10. The Coussens Employment Agreement provides for a base salary of $500,000 and that Ms. Coussens is eligible for an annual bonus in a target amount equal to $300,000, subject to satisfying certain performance metrics and requirements determined by the Compensation Committee, all of which is payable in cash. Ms. Coussens is also eligible for an annual equity award with an annual target value of $600,000, and a carried interest award with an annual target value of $1,000,000, in each case, as determined by the Compensation Committee. Pursuant to the Coussens Employment Agreement, Ms. Coussens is eligible to participate in all benefit plans maintained by the Company and to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred in connection with the performance of her duties. Ms. Coussens 2024 compensation as approved by the Compensation Committee included (i) a bonus of $500,000, of which $400,000 was payable in cash and $100,000 of which had been previously paid in RSUs granted in lieu of the cash bonus (see “Equity Awards” below), (ii) RSUs valued at $600,000, (iii) options valued at $100,000 and (iv) carried interest awards with an estimated targeted future value of $1,500,000.

The current term of the Coussens Employment Agreement is through April 3, 2026; thereafter, it will be automatically extended for successive one-year periods unless either party provides written notice of its intention not to extend the term at least ninety (90) days prior to the applicable renewal date. The term of the Coussens Employment Agreement may be terminated (i) by P10 for Cause (as defined in the Coussens Employment Agreement) or by Ms. Coussens' Voluntary Resignation (as defined in the Coussens Employment Agreement), (ii) upon either party’s written notice of its intention not to renew the Coussens Employment Agreement in accordance with its terms, (iii) by P10 without Cause or by Ms. Coussens for Good Reason, or (iv) upon Ms. Coussens’ death or by P10 on account of Ms. Coussens’ Disability (as defined in the Coussens Employment Agreement).

The Coussens Employment Agreement includes provisions on confidentiality, a one year non-solicit of clients and non-solicit of employees and a six month non-compete.

Mark Hood

In connection with his promotion to Executive Vice President and Chief Administrative Officer, P10 entered into an employment agreement with Mr. Hood effective as of February 27, 2024, which was subsequently amended and restated effective April 3, 2025 (the “Hood Employment Agreement”), setting forth the terms of his employment and compensation. The Hood Employment Agreement provides for a base salary of $500,000 and that Mr. Hood is eligible for an annual bonus with a target amount equal to $300,000, subject to satisfying certain performance metrics and requirements determined by the Compensation Committee. Mr. Hood's annual bonus will be paid in cash as determined by the Compensation Committee. Mr. Hood is also eligible for an annual equity award with an annual target value of $500,000 and a carried interest award with an annual target value of $1,000,000, in each case, as determined by the Compensation Committee. Pursuant to the Hood Employment Agreement, Mr. Hood is eligible to participate in all benefit plans maintained by the Company and to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred in connection with the performance of his duties. Mr. Hood’s 2024 compensation as approved by the Compensation Committee included (i) a bonus of $500,000 in cash, (ii) RSUs valued at $600,000, and (iii) carried interest awards with an estimated targeted future value of $1,500,000.

The current term of the Hood Employment Agreement is through April 3, 2026; thereafter, it will be automatically extended for successive one-year periods unless either party provides written notice of its intention not to extend the term at least ninety (90) days prior to the applicable renewal date. The term of the Hood Employment Agreement may be terminated (i) by P10 for Cause (as defined in the Hood Employment Agreement) or by Mr. Hood without Good Reason (as defined in the Hood Employment Agreement), (ii) upon either party’s failure to renew the Hood Employment Agreement in accordance with its terms, (iii) by P10 without Cause or by Mr. Hood for Good Reason, (iv) upon Mr. Hood’s death or by P10 on account of Mr. Hood’s disability (as defined in the Hood Employment Agreement).

The Hood Employment Agreement includes provisions on confidentiality, a one year non-solicit of clients and non-solicit of employees and a six month non-compete.

Termination Payments and Other Benefits

Under the Amended Sarsfield Employment Agreement, upon a termination by the Company Without Cause, or if Mr. Sarsfield resigns for Good Reason (each as defined under the Amended Sarsfield Employment Agreement), then Mr. Sarsfield will be entitled to receive, in addition to any accrued and unpaid benefits: (i) a lump sum payment equal to one and one half (1.5) times his then-current base salary; (ii) a lump sum payment equal to one and one half (1.5) times his then-current annual cash bonus; and (iii) immediate vesting of any and all outstanding equity awards and all carried interests in certain investment vehicles controlled by the Company.

Under each of the Coussens Employment Agreement and Hood Employment Agreement, upon a termination by the Company without Cause (including a notice of non-renewal) or by the executive’s resignation for Good Reason, then such executive would be entitled to receive the following: (i) a severance payment, payable in a lump sum, equal to 12 months’ salary; (ii) the target amount of the executive’s annual bonus; (iii) reimbursement of COBRA premiums for up to 12 months; and (iv) immediate vesting of any equity granted to such executive and immediate vesting of all carried interests in the investment vehicles granted to executive. If such termination occurs within 18 months following a Change in Control (or during such time in which the Company is party to a letter of intent or definitive agreement that contemplates a Change in Control), then the severance payment will be increased from 12 months’ salary to 18 months’ salary, the lump sum payment of the target annual bonus will be equal to the target annual bonus covering an 18 month-period, and the period for which the executive is eligible to receive reimbursement of COBRA premiums will be increased from 12 months to 18 months.

For all executives, in the case of death or disability (each as defined under the employment agreements), there will be immediate vesting of any and all outstanding Company equity awards granted to the executive (excluding any RSUs that have not yet been earned), and immediate vesting of all carried interests in the investment vehicles of the affiliated entities granted to the executive during the term.

Matters to Come Before the Annual Meeting

All termination payments and other benefits described herein are subject to the applicable executive executing and delivering a general release of the Company and its affiliates in a form that is satisfactory to the Company.

Equity Awards

Luke Sarsfield

On October 23, 2023, in accordance with his employment agreement, Mr. Sarsfield was granted 107,527 fully vested shares of Company stock as a signing bonus and 654,308 restricted stock units that vest on the first, second and third anniversaries of the grant date, subject to his continued service with P10 through such date and subject to the other terms of the grant and the Plan.

On March 8, 2024, Mr. Sarsfield was granted 28,786 restricted stock units, all of which vested on the first anniversary of the grant date. These restricted stock units were granted in connection with Mr. Sarsfield's election to forgo $200,000 of his 2024 cash bonus, and such restricted stock units had a value of $230,000 which was equal to 1.15 times the amount of the forgone cash bonus.

On February 14, 2025, as part of his 2024 compensation, Mr. Sarsfield was granted (i) 89,767 stock options with an exercise price of $12.61 per share, and (ii) 118,954 restricted stock units, in each case, which will vest ratably on the first, second, third, and fourth anniversaries of the grant date subject to his continued service with P10 through such date and subject to the other terms of the grants and the Plan.

Amanda Coussens

On March 9, 2023, Ms. Coussens was granted 55,325 stock options with an exercise price of $9.93 per share, which vest on the fifth anniversary of the grant date subject to continued service with P10 through such date and subject to all other terms of the stock option agreement and the Plan. On March 9, 2023, Ms. Coussens was granted 12,137 restricted stock units, all of which vested on the first anniversary of the grant date.On October 23, 2023, Ms. Coussens was granted 21,506 restricted stock units, all of which vested on the first anniversary of the grant date.

On March 4, 2024, Ms. Coussens was granted (i) 20,000 stock options with an exercise price of $7.99 and which vest ratably on the second, third, fourth, and fifth anniversaries of the grant date, subject to her continued service with the Company through such date and the other terms of the grant and the Plan, and (ii) 76,972 restricted stock units, all of which vested on the first anniversary of the grant date. Of the restricted stock units granted, 14,393 restricted stock units were granted at Ms. Coussens election to forgo $100,000 of her 2024 cash bonus, and such restricted stock units had a value of $115,000, which was equal to 1.15 times the amount of the forgone cash bonus.

On February 14, 2025, as part of her 2024 compensation, Ms. Coussens was granted (i) 17,953 stock options with an exercise price of $12.61, which will vest ratably on the second, third, fourth, and fifth anniversaries of the grant date and (ii) 47,582 restricted stock units all of which will vest on the first anniversary of the grant date, in each case, subject to her continued service with P10 through such date and subject to the other terms of the grants and the Plan.

Mark Hood

On March 9, 2023, Mr. Hood was granted (i) 9,440 restricted stock units, all of which vested on the first anniversary of the grant date, and (ii) 32,000 stock options with an exercise price of $9.93, which will vest on the fifth anniversary of the grant date, subject to his continued service with P10 through such date and subject to all other terms of the stock option agreement and the Plan. On October 23, 2023, Mr. Hood was granted 5,377 restricted stock units, all of which vested on the first anniversary of the grant date.

On March 4, 2024, Mr. Hood was granted 50,000 stock options with an exercise price of $7.99 and which vest ratably on the second, third, fourth, and fifth anniversaries of the grant date, subject to his continued service with the Company through such date and the other terms of the grant and the Plan.

On February 14, 2025, as part of his 2024 compensation, Mr. Hood was granted 47,582 restricted stock units all of which will vest on the first anniversary of the grant date, subject to his continued service with P10 through such date and subject to the other terms of the grant and the Plan.

Carried Interest Compensation

The Company and/or certain executives and employees receive an allocation of performance-based fees, commonly referred to as “carried interest”, from limited partners in certain investment funds that are controlled by P10. The carried interest may be allocated to certain employees from time to time, including our named executive officers, as a form of long-term incentive compensation, fostering alignment of interest with our clients and investors, and retaining key investment professionals. Cash distributions received in 2024 and 2023 attributable to carried interests allocated to our named executive officers are reflected in the “All Other Compensation” column of the Summary Compensation Table above.

Benefits

We offer competitive benefits packages that reflect the needs of our workforce. In the U.S., we provide all full-time employees medical, dental, and vision benefits, life and disability coverage, parental leave, education reimbursement, and paid time off. We provide retirement benefits including a 401(k)-safe harbor. In addition to base salary, our employees participate in incentive plans that support our organizational philosophy of pay and performance. Our executive compensation program is designed to align incentives with achievement of the Company’s strategic plan and both short- and long-term operating objectives.

Matters to Come Before the Annual Meeting

Impact of Tax Treatment on Compensation

Section 162(m) of the Code generally denies a federal income tax deduction for compensation in excess of $1,000,000 per year paid to certain executive employees, which may limit our ability to fully deduct compensation paid to certain of our executives. Although the Compensation Committee considers the deductibility of expenses when it makes compensation decisions, the Compensation Committee believes in maintaining the flexibility and competitive effectiveness of the executive compensation program and tax deductibility is only one of many factors considered in the overall compensation program.

Outstanding Equity Awards at December 31, 2024

The following table sets forth information on outstanding stock options, restricted stock, and restricted stock unit awards held by the named executive officers at December 31, 2024, including the number of shares underlying both exercisable and unexercisable portions of each stock option, the exercise price and expiration date of each outstanding option and the market value of shares of restricted stock, and restricted stock units that have not vested based on the closing market price for our common stock on December 31, 2024, the last business day of our fiscal year, of $12.61.

(1)

On March 8, 2024, 28,786 restricted stock units were granted to Mr. Sarsfield and on March 4, 2024, 14,393 restricted stock units were granted to Ms. Coussens, in each case, all of which vested on the first anniversary of the grant date. On March 4, 2024, Ms. Coussens and Mr. Hood were granted 20,000 and 50,000 stock options, respectively. These stock options have a 5-year vesting period and vest 25% on the second, third, fourth, and fifth anniversary of grant, subject to the recipient’s continuous service through such date.

(2)

On October 23, 2023, 654,308 restricted stock units were granted to Mr. Sarsfield, which will vest on the first, second and third anniversaries of the grant date, subject to the recipient’s continuous service through such date.

(3)

On March 4, 2024, Ms. Coussens was granted 62,579 restricted stock units, which vested on the first anniversary of the grant date.

(4)

On March 9, 2023, 55,325 and 32,000 stock options were granted to Ms. Coussens and Mr. Hood. These stock options vest on the fifth anniversary of the grant date, subject to the recipient’s continuous service through such date.

(5)

On March 2, 2022, Ms. Coussens and Mr. Hood were granted 39,713 and 9,928 stock options, respectively, which vest on the fifth anniversary of the grant date, subject to the recipient’s continuous service through such date.

(6)

On February 2, 2021, Ms. Coussens was granted 70,000 stock options. On the date of the Company's IPO, 6,650 of these stock options vested and became exercisable. The remaining 63,350 vest on the fifth anniversary of the grant date, subject to the recipient’s continuous service through such date.

(7)

On October 7, 2021, Mr. Hood was granted 17,500 stock options, which vest on the fifth anniversary of their grant date, subject to the recipient’s continuous service through such date.

Equity Compensation Plan Information

The following table presents information on the Company’s equity compensation plans as of December 31, 2024.