As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K (the “PVP Rules”), we are providing the following: (1) tabular compensation and performance disclosure for our NEOs for each of fiscal years 2022, 2023 and 2024 (the “Covered Years”); (2) a list of financial performance measures that the Company considers to be its most important to align compensation actually paid to the NEOs in 2024 to Company performance; and (3) additional disclosure relative to the relationship between the “compensation actually paid” (“CAP”) set forth in the Pay versus Performance Table and each of the performance metrics set forth in the Pay versus Performance Table and between the Company’s and the Peer Group Total Shareholder Return (“TSR”), in each case over 2022, 2023 and 2024.
Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.
| Pay Versus Performance |
|---|
| Year(1) · SummaryCompensationTable Totalfor PEO(2) · CompensationActually Paidto PEO(3) · AverageSummaryCompensationTable Totalfor Non-PEONEOs(2) · AverageCompensationActually Paidto Non-PEONEOs(4) · Value of Initial Fixed$100 Investment Based On: · Net Loss · Company-SelectedMeasure:AdjustedEBITDA(7) |
|---|
| TotalShareholderReturn(5) · Peer GroupTotalShareholderReturn(6) |
|---|
| 2024 | $4,412,802 | $10,964,671 | $2,087,998 | $7,874,951 | $643 | $92 | -$4,555,000 | $45,484,000 |
| 2023 | $1,914,800 | $3,532,043 | $2,641,659 | $3,498,046 | $241 | $93 | -$28,171,000 | $20,559,000 |
| 2022 | $3,932,605 | $503,566 | $7,283,268 | $4,937,726 | $155 | $85 | -$91,629,000 | -$40,096,000 |
| (1) | Chris Hulls served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2022, 2023 and 2024. The Company’s other NEOs for the indicated fiscal years were as follows: |
| • | 2024: Russell Burke, Lauren Antonoff and Susan Stick |
|---|
| • | 2023: Russell Burke, Lauren Antonoff, Susan Stick and David Rice |
|---|
| • | 2022: Charles Prober and Kirsten Daru |
|---|
| (2) | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the non-PEO NEOs in the indicated year for such years. Refer to “Executive Compensation—Summary Compensation Table.” |
| (3) | Amounts reported in these columns represent the amount of CAP to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below: |
| PEO |
|---|
| 2022 · 2023 · 2024 |
|---|
| Summary Compensation Table - Total Compensation | $3,932,605 | $1,914,800 | $4,412,802 |
| - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,876,205 | $0 | $2,999,952 |
|---|
| + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,583,255 | $0 | $4,714,993 |
|---|
| + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | -$1,399,960 | $1,014,097 | $2,518,540 |
|---|
| + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $450,974 | $0 | $329,862 |
|---|
| + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | -$1,187,102 | $603,146 | $1,988,426 |
|---|
| - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 |
|---|
| = | Compensation Actually Paid | $503,566 | $3,532,043 | $10,964,671 |
|---|
Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| (4) | Amounts reported in this column represent the amount of CAP to our non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
| Non-PEO NEO Average |
|---|
| 2022 · 2023 · 2024 |
|---|
| Summary Compensation Table—Total Compensation | $7,283,268 | $2,641,659 | $2,087,998 |
| - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $6,783,285 | $2,127,131 | $1,298,273 |
|---|
| + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $4,428,067 | $2,217,169 | $2,028,395 |
|---|
| + | Change in Fair Value Of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $0 | $257,647 | $2,771,326 |
|---|
| + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $9,676 | $186,029 | $378,137 |
|---|
| + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | $322,673 | $1,907,368 |
|---|
| - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 |
|---|
| = | Compensation Actually Paid | $4,937,726 | $3,498,046 | $7,874,951 |
|---|
Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| (5) | Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our Common Stock on June 27, 2022, the effective date of our Registration Statement on Form 10 filed with the SEC, using the closing stock price of a share of the Company’s Common Stock (traded as three CDIs on the ASX), calculated by multiplying the closing CDI price on that date, by 3 (to account for the 1:3 ratio of Common Stock to CDIs) and using an exchange rate of 0.6942 to convert Australian dollars to U.S. dollars on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |
| (6) | The TSR Peer Group is the Company’s 2024 compensation peer group, which consisted of the following companies: Alarm.com Holdings; American Software; Clear Secure; Couchbase; CS Disco; eGain; Eventbrite; Everbridge; Globalstar; LiveVox Holdings; Matterport; Mitek Systems; MiX Systems; Nextdoor Holdings; ON24; Ooma; OptimizeRx; PagerDuty; Soundthinking; TrueCar; and Veritone. Compared to the Company’s 2023 compensation peer group, the TSR Peer Group for 2024 removed Nitro Software, Ping Identify Holding, Shotspotter, Sumo Logic, and System 1 because they were acquired, and added Alarm.com Holdings, Clear Secure, Everbridge, Matterport and Soundthinking based on their alignment with the peer selection criteria described in the section titled “Compensation Discussion and Analysis” of this Proxy Statement. The cumulative TSR for the Company’s 2023 compensation peer group was $85 for 2022, $93 for 2023 and $92 for 2024. The calculations assume that $100 was invested in this peer group index on June 27, 2022 (aligned with the period used in footnote #5 above). |
| (7) | Adjusted EBITDA is a non-GAAP financial metric that the Company defines as net loss, excluding (i) convertible notes, derivative liability, and investment fair value adjustments, (ii) gain and loss on settlement of convertible notes and derivative liability, (iii) provision for (benefit from) income taxes, (iv) depreciation and amortization, (v) other income, net, (vi) stock-based compensation, (vii) IPO-related transaction costs, including secondary offering costs (viii) workplace restructuring costs, (ix) the write-off of obsolete inventory, (x) the adjustment in connection with membership benefit, and (xi) warehouse relocation costs. |
Tabular List of Performance Measures
The following is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2024. These metrics are used in the bonus plan.
| • | Millions of Monthly Active Users |
|---|
Relationship Between Compensation Actually Paid and Performance
Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our company performance. For a discussion of how the Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the section titled “Compensation Discussion and Analysis” of this Proxy Statement.
Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO and non-PEO NEOs for our fiscal years 2022, 2023 and 2024 to (1) the TSR of both our common stock and the compensation peer group, (2) our net income (loss), and (3) our Adjusted EBITDA.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
