In accordance with the SEC’s Pay Versus Performance (“PVP”) disclosure requirements, below is the tabular disclosure for the CEO, and the average NEO for reporting years 2025, 2024, 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act.
Pay Versus Performance
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| · · · · · · · · · · · · · · Value of Initial Fixed $100 · · · · · |
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| · · · · · · · · Average · · · · · Investment Based on: · · · · · Company |
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| · · Summary · · · · · Summary · · Average · · Total · · Peer Group · · · · · Selected |
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| · · Compensation · · Compensation · · Compensation · · Compensation · · Shareholder · · Total · · · · · Measure |
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| | | Table Total | | Actually Paid | | Table Total for | | Actually Paid to | | Return | | Shareholder | | Net Income | | Bookings |
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| Year (1) · for PEO · · to PEO (2) · · Non-PEO NEOs · · Non-PEO NEOs (2) · · (“TSR”) · · Return (3) · · ($Millions) (4) · · ($Millions) (5) |
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| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) |
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| 2025 | | $24,565,995 | | $82,186,349 | | $16,392,207 | | $20,941,024 | | $117 | | $260 | | $(1,072) | | $6,788 |
| 2024 | | $2,984,326 | | $(163,997,031) | | $8,799,187 | | $17,746,707 | | $83 | | $210 | | $(941) | | $4,369 |
| 2023 | | $2,136,740 | | $123,047,077 | | $9,615,484 | | $12,090,218 | | $66 | | $153 | | $(1,159) | | $3,521 |
| 2022 | | $1,141,723 | | $(574,303,416) | | $10,820,908 | | $(24,933,768) | | $41 | | $97 | | $(934) | | $2,872 |
| 2021 | | $232,786,391 | | $744,614,451 | | $17,782,544 | | $62,958,728 | | $148 | | $135 | | $(503) | | $2,726 |
| (1) | The PVP table reflects required disclosures for fiscal years 2025, 2024, 2023, 2022 and 2021. The Principal Executive Officer (“PEO”) in all reporting years is David Baszucki. The non-PEO NEOs in the 2025 reporting year are Naveen Chopra, Michael Guthrie, Manuel Bronstein, Arvind Chakravarthy, Matt Kaufman and Mark Reinstra. The non-PEO NEOs in the 2024 reporting year are Michael Guthrie, Manuel Bronstein, Arvind Chakravarthy and Mark Reinstra. The non-PEO NEOs in the 2023 reporting year are Michael Guthrie, Manuel Bronstein, Craig Donato, Barbara Messing, Mark Reinstra and Daniel Sturman. The non-PEO NEOs in the 2022 reporting year are Michael Guthrie, Daniel Sturman, Barbara Messing and Mark Reinstra. The non-PEO NEOs in the 2021 reporting year are Michael Guthrie, Daniel Sturman, Manuel Bronstein and Craig Donato. |
| (2) | “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |
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| · · PEO(i)(ii)(iii) · · |
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| Fiscal Year · · 2021 · · 2022 · · 2023 · · · 2024 · · 2025 |
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| SCT Total Compensation | | $232,786,391 | | $1,141,723 | | $2,136,740 | | $2,984,326 | | $24,565,995 |
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| - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | $— | | $— | | $— | | $— | | $— |
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| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | $(232,185,000) | | $— | | $— | | $— | | $(22,669,163) |
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| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | $562,902,500 | | $— | | $— | | $58,132,000 | | $54,219,766 |
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| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | $124,170,175 | | $(505,206,983) | | $115,919,544 | | $— | | $22,129,343 |
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| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | $— | | $— | | $— | | $1,558,522 | | $2,411,267 |
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| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | $56,940,386 | | $(70,238,155) | | $4,990,793 | | $(6,879) | | $1,529,141 |
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| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | $— | | $— | | $— | | $(226,665,000) | | $— |
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| + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | $— | | $— | | $— | | $— | | $— |
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| Compensation Actually Paid | | $744,614,451 | | $(574,303,416) | | $123,047,077 | | $(163,997,031) | | $82,186,349 |
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| | 75 | 2026 Proxy Statement |
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| · · Average Non-PEO NEO(i)(ii)(iii) · · |
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| Fiscal Year · · 2021 · · 2022 · · 2023 · · · 2024 · · 2025 |
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| SCT Total Compensation | | $17,782,544 | | $10,820,908 | | $9,615,484 | | $8,799,187 | | $16,392,207 |
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| - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | $— | | $— | | $— | | $— | | $— |
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| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | $(17,250,250) | | $(10,186,779) | | $(8,817,183) | | $(8,069,693) | | $(15,158,308) |
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| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | $21,196,156 | | $4,768,744 | | $6,178,511 | | $13,755,868 | | $13,220,355 |
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| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | $22,690,135 | | $(18,691,504) | | $2,310,013 | | $2,607,518 | | $3,828,726 |
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| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | $3,744,929 | | $1,994,756 | | $1,414,874 | | $1,280,382 | | $2,192,245 |
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| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | $14,795,214 | | $(13,639,893) | | $2,299,886 | | $(626,572) | | $3,383,384 |
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| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | $— | | $— | | $(911,367) | | $17 | | $(2,917,586) |
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| + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | $— | | $— | | $— | | $— | | $— |
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| Compensation Actually Paid | | $62,958,728 | | $(24,933,768) | | $12,090,218 | | $17,746,707 | | $20,941,024 |
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| (i) | For 2022, the fair value of the CEO Long-Term Performance Award and performance stock units used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC Topic 718. The fair value of performance stock units granted in 2023, 2024 and 2025 and RSUs used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC Topic 718. The grant date fair value of Mr. Baszucki’s awards as stated in our Summary Compensation Table for Fiscal Year 2024 is $0 despite the intended value of the grants being $25 million because the grants were deemed a modification of his Original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, as of March 1, 2024, we were not required to record any incremental fair value in connection with the modification. |
| (ii) | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model. |
| (iii) | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |
| (3) | The peer group index is comprised of the S&P 500 Information Technology Index, which is the industry line peer group reported in our Annual Report on Form 10-K filed with the SEC on February 11, 2026. |
| (4) | Represents the Company's consolidated net loss, which includes the loss attributable to its noncontrolling interest. |
| (5) | The Company selected financial measure, as required by Item 402(v) of Regulation S-K, is bookings, which, in our assessment, represents the most important financial measure linking 2025 NEO Compensation Actually Paid to Company performance. |
Most Important Metric Used for Linking Pay and Performance
As described in the Compensation Discussion and Analysis, our executive compensation program reflects a pay-for-performance philosophy and compensation decisions are made each year taking into account a number of factors. Target pay levels are primarily set based on individual performance, scope of responsibility, an annual assessment of pay competitiveness within the market, and overall Company performance. Below is an unranked list of the most important financial performance measures that we use to link Compensation Actually Paid to the Company’s performance in the most recently completed fiscal year:
| ◼ | Covenant Adjusted EBITDA |
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Relationship between CAP and TSR
The graph below reflects the relationship between the PEO and Average Non-PEO NEO CAP for the reporting year and the Company and S&P 500 Information Technology Index cumulative indexed TSR between March 10, 2021 (the date that our Class A common stock commenced trading on the NYSE) through December 31, 2025:
Relationship between CAP and Net Income (GAAP)
The graph below reflects the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s GAAP Net Income for the applicable reporting year. The Company’s GAAP Net Income represents the Company's consolidated net loss, which includes the loss attributable to its noncontrolling interest.
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| | 77 | 2026 Proxy Statement |
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Relationship between CAP and Bookings
The graph below reflects the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s bookings for the applicable reporting year. Please see*“2025 Performance Highlights – Bookings”* above for information on how we define bookings and a reconciliation of revenue, the most directly comparable financial measure calculated in accordance with GAAP, to bookings.
