agilon health, inc DEF 14A, filed Apr 17, 2025

agilon health, inc. (AGL)

DEF 14A 2025-04-17 For: 2025-05-28

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Added on June 12, 2026

About this DEF 14A

agilon health, inc filed this DEF 14A on April 17, 2025.

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Dear agilon Stockholder:			April 17, 2025
In 2024, agilon established new partnerships with physician practices, expanded our Physician Network, and enhanced our purpose-built platform, all while we and the Medicare Advantage (“MA”) sector continued to navigate through a complex transition period for the industry. Our achievements would not be possible without the hard work and dedication of our team of approximately 1,000 talented employees who believe in our mission to be the trusted, long-term partner of community-based physicians enabling them to reimagine the patient experience for older adults and lead the transformation of care delivery in their communities.
As we manage through the third year of a challenging MA rate and utilization cycle, we are focused on strengthening our business for near-term improvement, success and profitability. The recent favorable CY26 MA Final Rate Notice from the Centers for Medicare & Medicaid Services (CMS) makes us optimistic that we will see a more favorable rate and overall macro environment for 2026 and beyond.

In 2024, we took important actions that provide a strong foundation from which to build as we continue to navigate this cycle:		On behalf of our Board of Directors and our entire team, thank you for supporting agilon health, and for helping us ensure our physician partners thrive alongside their patients.
1.	Reducing our underwriting exposure to costs outside our control, including a reduction in Part D exposure to less than 30% of our membership.
2.	Pursuing profitable and measured growth aligned with current payor and provider dynamics.
3.	Strengthening our core clinical and operational capabilities to support our partnerships.
Maintaining operating cost discipline by leveraging our scaled infrastructure and technology investments.
We continue to focus on these actions in 2025. At the same time, we continue to execute on the foundational elements of our value-based care (VBC) model, also known as the Total Care Model. We intend for this focused approach to continue this year, and despite the current headwinds, our goal is to be cash flow breakeven by 2027.
We have a strong core business with solid fundamentals, an increasingly relevant value proposition, and a primary care workforce in need of a better solution. With our Total Care Model, our partnerships continue to deliver significant quality outcomes, including quality scores at four and above, and in 2024, our Network reinvested $250+ million into local primary care within the communities we serve. We are proud to have 30 partners in 12 states and serve 30 communities, which collectively represent 2,200+ primary care physicians (PCPs) and around 615,000 senior patients. Our Physician Network will become even stronger with the addition of our Class of 2026 partners, even as we continue to take a measured approach to growth.
On a separate note, I’d like to review several changes to our executive leadership team. In 2024, Jeff Schwaneke, an experienced finance, operational and managed care executive and director on agilon’s Board of Directors, joined our company as Chief Financial Officer. We also named Dr. Karthik Rao as Chief Medical Officer and Dr. Kevin Spencer as Chief Clinical Officer. Sarah Mokover, Senior Vice President, Payor Engagement and Contracting Strategy joined the executive leadership team and Veeral Desai, Chief Strategy & Development Officer, transitioned to a long-term strategic advisor to the Chief Executive Officer role.
With Jeff Schwaneke joining the executive team we now have eight board members, the majority of whom are independent. This includes independent chairs for each of our board


	01			Proxy Statement Summary
	04			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 28, 2025.
	05			Questions and Answers About the Proxy Materials and Annual Meeting
	10			The Board of Directors and Corporate Governance
	22			Commitment to Sustainability
	26			Executive Officers
	28			Executive Compensation
	56			Security Ownership of Certain Beneficial Owners and Management
	59			Certain Relationships and Related Party Transactions
	61			Proposal 1: Election of Directors
	62			Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
	64			Proposal 3: Advisory Vote to Approve Executive Compensation
	65			Other Business


Proposals		Board Vote Recommendation	For Further Details
1	Election of two Class I directors for a three-year term ending at the 2028 Annual Meeting of Stockholders	FOR each nominee	Page 61
2	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025	FOR	Page 62
3	Advisory vote to approve the compensation paid to the Company’s named executive officers	FOR	Page 64


	WHAT WE DO						Reward our executives commensurate with their performance, experience and capabilities
							Reward achievement of short-term business objectives and results
							Align executive and stockholder interests
							Create “ownership culture” with equity awards
							Provide employment retention incentives
							Provide competitive employee benefits
							Reward achievement of goals related to our team and culture engagement plan, leadership development and our inclusion and belonging priorities
							Emphasize long-term growth through maximizing focus on increasing stockholder value
	WHAT WE DON’T DO						Do not hedge or monetize transactions with respect to the Company’s securities
							Do not pledge the Company’s securities as collateral for a loan
							Do not use compensation practices that encourage unnecessary and excessive risk taking
							Do not provide dividends or dividend equivalents on unearned PSUs unless and until the underlying PSU vests (and if such PSUs are forfeited, no dividend equivalents are paid out)
							Do not grant stock options or stock appreciation rights with an exercise price less than the fair market value on the grant date


	We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment.
	We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.


			Silvana Battaglia Class I — Expiring at the Annual Meeting						Sharad Mansukani, M.D. Class I — Expiring at the Annual Meeting

			Ron Williams* Class II — Expiring at the 2026 Annual Meeting of Stockholders						Diana L. McKenzie Class II — Expiring at the 2026 Annual Meeting of Stockholders
			Karen McLoughlin Class II — Expiring at the 2026 Annual Meeting of Stockholders

			Ravi Sachdev Class III — Expiring at the 2027 Annual Meeting of Stockholders						Steven J. Sell Class III — Expiring at the 2027 Annual Meeting of Stockholders
			William Wulf, M.D. Class III — Expiring at the 2027 Annual Meeting of Stockholders


Silvana Battaglia Age: 57 Director since: 2023			Silvana Battaglia has served as a director since 2023. Ms. Battaglia is Executive Vice President and Chief Human Resources Officer for Cencora, Inc. (formerly AmerisourceBergen), a leading global healthcare solutions company. Prior to being named to her current role, Ms. Battaglia served as Senior Vice President of Global Compensation, Benefits and Labor Relations and Senior Vice President of Global Human Resources at Aramark, Inc., a provider of managed services to business, educational, healthcare, governmental and other institutions, from 2011 to 2019. Ms. Battaglia served as the Chief Human Resources Officer of Day & Zimmermann, Inc., a global manufacturing company, from 2008 to 2011 and held increasingly responsible leadership positions with Merck & Co., Inc., a global biopharmaceutical company, from 1998 to 2008. Her early career included positions at Wyeth Pharmaceuticals, Inc., a pharmaceutical company, and Colorcon, a division of Berwind Pharmaceuticals. Ms. Battaglia, a National Association of Corporate Directors certified professional director, received her B.A. from Temple University and her M.S. from Widener University. She has also served as an adjunct faculty member at St. Joseph’s University in Philadelphia. We believe Ms. Battaglia is a valuable member of our board because of her extensive business leadership experience with global human resources organizations in the healthcare industry, including shaping high-performance cultures, talent and succession management and driving organization transformation within the pharmaceutical and business services sectors, and with global healthcare and pharmaceutical companies.


Sharad Mansukani, M.D. Age: 55 Director since: 2017			Sharad Mansukani, M.D. has served as a director since 2017. Dr. Mansukani has served as a Senior Advisor to TPG, a private equity firm, since 2005, a member of the board of directors of Monogram Health, Inc. since 2021, and Chairman of the board of directors of Convey Health Solutions since 2019. He also serves as a member of The Wharton School Healthcare Policy Board and as a trustee of the Children’s Hospital of Philadelphia. Dr. Mansukani served as Chairman of the board of directors of Envision Rx Options from 2013 to 2016; a strategic advisor to the board of directors at Cigna Corp. from 2012 to 2015; Vice Chairman, board of directors of Health Spring, Inc. from 2007 to 2012; a director of IMS Health Holdings, Inc. from 2009 to 2016; a director of Surgical Care Affiliates, Inc. from 2007 to 2017; lead director of IASIS Healthcare from 2005 to 2018; and a director of Kindred Healthcare, Inc. from 2015 to 2018. Dr. Mansukani also has served as a Senior Advisor on Medicare’s Program Advisory and Oversight Committee to the Secretary of the Department of Health and Human Services; Senior Advisor to the Administrator of the Centers for Medicare and Medicaid Services; and Senior Vice President and Chief Medical Officer at Health Partners. Dr. Mansukani completed a residency and fellowship in ophthalmology at the University of Pennsylvania School of Medicine and a fellowship in quality management and managed care at the Wharton School of the University of Pennsylvania. He is a graduate of the Managed Care Executive Program at the Kellogg School of Business. We believe Dr. Mansukani is a valuable member of our board because of his experience as a medical professional, including in his positions working for government agencies, and his experience as a member of, or as an advisor to, other healthcare companies’ boards.


Diana L. McKenzie Age: 60 Director since: 2023			Diana L. McKenzie has served as a director since 2023. Ms. McKenzie has been the owner of and a consultant with DLM Horizons, LLC, a consulting company, since 2020 and has served as an advisor to BrightInsight, Inc., a provider of digital health platforms for biopharma and medical device companies since 2020. Ms. McKenzie has also served as a senior advisor to Bright Park Capital, an investment firm specializing in software, information services, technology-enabled business services and healthcare since 2019. Ms. McKenzie previously served as Workday Inc.’s, a provider of enterprise cloud applications, first Chief Information Officer from 2016 to 2019. Before Workday, Inc, Ms. McKenzie served in multiple technology leadership roles at Amgen, Inc., a biopharmaceutical company, from 2004 to 2016, including the role of Chief Information Officer. Prior to joining Amgen, Inc., she served in various technology leadership roles from 1987 to 2004 at Eli Lilly and Company, a pharmaceutical company. Ms. McKenzie serves as a director and as a member of the audit, compensation, and finance and risk committees of MetLife, Inc., serves as a director of Vertex Pharmaceuticals Incorporated, and Paradox, and serves as a Special Advisor to Brighton Park Capital and Red Cell Partners. Ms. McKenzie previously served on the board of Change Healthcare Inc. from 2019 to 2022.She received her B.S. from Purdue University. We believe Ms. McKenzie is a valuable member of our board because of her leadership and technology experience and her experience on other healthcare companies’ boards. Additionally, Ms. McKenzie brings to the board over 30 years of leadership experience gained from growing, scaling, and transforming global businesses in the life sciences and software industries with revenues ranging from $3 billion to $20 billion.


Karen McLoughlin Age: 60 Director since: 2021			Karen McLoughlin has served as a director since 2021. Ms. McLoughlin has served as a Senior Advisor to McKinsey & Co., a global management consultancy firm, since 2022. In addition, Ms. McLoughlin has served as a director and member of the audit committee for Nexthink since 2024. Previously, Ms. McLoughlin was the Chief Financial Officer of Cognizant Technology Solutions Corporation, a leading provider of information technology, business process and consulting services, from 2012 to 2020. Prior to joining Cognizant Technology Solutions in 2003, Ms. McLoughlin served in financial roles for Spherion Corp. (now SFN Group Inc.), a provider of temporary and permanent staffing solutions to businesses, from 1997 to 2003, Ryder Systems, Inc. from 1994 to 1997, and Price Waterhouse (now PricewaterhouseCoopers), an accounting firm, from 1988 to 1994. Ms. McLoughlin serves on the board of directors of Best Buy Co., Inc. as a member of the audit committee and chair of the finance and investment policy committee. Ms. McLoughlin received her B.A. from Wellesley College and her M.B.A. from Columbia University. We believe Ms. McLoughlin is a valuable member of our board because of her experience as an executive at a large public company and as a public company director, as well as her financial and accounting expertise.


Ronald A. Williams Age: 75 Director since: 2017			Ron Williams is a co-founder of our Company and has served as a director and chairman of the board since 2017. Mr. Williams also is Chairman and Chief Executive Officer of RW2 Enterprises, through which he counsels C-Suite corporate executives, and serves as an operating advisor to Clayton Dubilier & Rice LLC, a private equity firm (“CD&R”) Mr. Williams served as the Chief Executive Officer and Chairman of Aetna Inc., a diversified healthcare benefits company, from 2006 to 2010 and 2011, respectively. Mr. Williams serves on the board of directors and on the audit committee of Warby Parker Inc. and served on the board of directors of The Boeing Company from 2010 to 2024, The American Express Company from January 2007 to April 2022, Johnson & Johnson from June 2011 to April 2022 and Envision Healthcare from 2011 to 2017. Mr. Williams also serves as Chairman of The Conference Board and the Peterson Institute for International Economics and served as a director of NAF and on the boards of private companies apree health (previously Castlight/Vera Whole Health Inc.) and Millennium Physician Group. Mr. Williams received his B.A. from Roosevelt University and his M.S. from MIT Sloan School of Management. We believe Mr. Williams is a valuable member of our board because of his experience as an executive at a large healthcare company and because of his experience serving as a member of other healthcare companies’ boards.


Ravi Sachdev Age: 48 Director since: 2017			Ravi Sachdev has served as a director since 2017 and as Vice Chairman since 2021. Mr. Sachdev has served as a Partner of CD&R since 2015, focusing on the healthcare sector. Mr. Sachdev also serves as a director and member of the audit and nominating/corporate governance committee of Steve Madden, Inc., and as a director of Millennium Physician Group, apree health and Gentiva Health Services. From 2010 to 2015, Mr. Sachdev was a Managing Director and Co-Head of Healthcare Services at J.P. Morgan Chase & Co., a global financial services firm, from 2009 to 2010 he served as Managing Director at Deutsche Bank Securities, Inc., a subsidiary of global investment bank and financial services firm Deutsche Bank AG, and from 1998 to 2006 he served as Vice President at Peter J. Solomon Company, an investment banking boutique, specializing in mergers and acquisitions in the healthcare sector. Mr. Sachdev received his B.A. from the University of Michigan. We believe Mr. Sachdev is a valuable member of our board because of his extensive experience with our business, the healthcare industry generally and capital markets.


Steven J. Sell Age: 58 Director since: 2020			Steven J. Sell has served as our Chief Executive Officer and President and director since 2020. Mr. Sell also serves as an advisor to several early-stage healthcare companies. Mr. Sell served as President, Chief Executive Officer and Chairman of Health Net, Inc., an insurance provider, from 2016 to 2019 and President, Western Region of Health Net, Inc. from 2008 to 2016. Mr. Sell received his B.A. from Swarthmore College and his M.B.A. from the Stanford Graduate School of Business. We believe Mr. Sell is a valuable member of our board because of his experience in the healthcare industry and as agilon health’s Chief Executive Officer and President.


William Wulf, M.D. Age: 65 Director since: 2017			William Wulf, M.D. has served as a director since 2017. Dr. Wulf was formerly the Chief Executive Officer of Central Ohio Primary Care Physicians, Inc., a primary care provider, (“COPC”) from 2013 until 2022. Dr. Wulf was a founding partner of COPC in 1996 and assumed the role of Chief Executive Officer in 2013 after 25 years as a practicing Internist and COPC Corporate Medical Director. Dr. Wulf has also served as an advisor for multiple payors including Anthem Blue Cross and Blue Shield, Aetna Inc. and United Healthcare. Dr. Wulf has served as board chair of America’s Physician Groups and is a director for apree health. Dr. Wulf received his B.S. from The Ohio State University and his M.D. from the Medical College of Ohio. We believe Dr. Wulf is a valuable member of our board because of his experience as a medical professional, including as an executive at a medical group, and because of his experience as an advisor for multiple payors.


			PROXY STATEMENT SUMMARY


			PROXY STATEMENT SUMMARY



Empowering Physicians	Unlocking Value- Based Care	Transforming Communities	Built by People Who Care
Primary care physicians (PCPs) are the greatest asset of our Total Care Model. We empower them through our long-term partnerships and provide them with a sustainable model for primary care that rewards quality health outcomes for senior patients, improves the provider experience, and enables exceptional patient-physician relationships.	Innovation and efficiency are essential to shift to value-based care from a volume-based system. agilon’s Total Care Model delivers an innovative approach, encouraging PCPs to think differently – rather than focusing on providing more services and being paid for each service, they are rewarded for keeping patients healthy and prioritizing the value of care over volume of fees in order to transform the way health care is delivered.	We’re helping to transform communities by bringing value-based primary care to those who need it most. The improvements in quality of care from our Total Care Model help senior patients stay out of the hospital, which reduces the burden on other local healthcare resources. Our model also generates reinvestment to partners and local primary care within the communities we serve, helping to sustain and grow access to high-quality primary care. Further, we strive to leverage our employees and resources to support communities through efforts to address Social Determinants of health and conditions that impact senior patients.	Our team of agilon employees who carry out our Total Care Model are doing so because they believe in delivering health care in a different, and better, way. Our mission is made possible because of the passion, determination, and drive of our employees. We support them with programs for health and wellbeing, giving back to our communities, professional growth and learning, and by developing a diverse and inclusive workforce. Inclusion and belonging is a core priority in developing our workforce and culture. This includes recruiting and hiring employees from diverse backgrounds, encouraging colleagues to support each other, and providing educational opportunities that promote a deeper understanding of differences.

			Access to primary care: We recognize that access to primary care is essential to building healthy communities, and we are working to increase access to primary care services in underserved areas.
			Data privacy and security: As a healthcare company, protecting patient data is a top priority. To safeguard the data of our patients and partners, we have implemented comprehensive protocols that ensure the protection of their sensitive information. Our risk management teams ensure compliance with applicable laws and regulations and coordinate with subject-matter experts (“SMEs”) throughout the business to identify, monitor and mitigate material risks. We leverage the latest encryption configurations and cyber-technologies on our systems, devices, and third-party connections and further review vendor encryption to ensure proper information security safeguards are maintained. Our Technology team uses a combination of industry-leading tools and innovative technologies to help protect our stakeholders’ data. We also offer ongoing education for team members. We are committed to integrating artificial intelligence (“AI”) in a manner that enhances operational efficiency and takes into account ethical considerations. To support the responsible use of AI among our employees, we have established an AI Policy that emphasizes appropriate and ethical use and our Risk Oversight Committee regularly evaluates the policy.
			Employee wellbeing: We believe our employees are our greatest asset, and we are committed to providing a safe and healthy work environment. We offer comprehensive benefits, wellness programs, and resources to support the physical and mental wellbeing of our employees.
			Ethics and compliance: We have a strong commitment to ethical business practices and compliance with applicable laws and regulations. Our Code of Conduct outlines our commitment to ethical behavior and guides our decision-making. agilon has a non-discrimination and an anti-harassment policy as outlined in our employee handbook.

			People management: We believe that a diverse and inclusive workforce is critical to our success and we are committed to attracting, retaining, and developing diverse, skilled, and talented employees who can help us achieve our business objectives. Our people management practices prioritize inclusion to foster a culture of belonging. We have several organizational structures in place to maintain accountability for our efforts. Additionally, throughout the year, our people have the opportunity to participate in a variety of learning and education programs such as attending internal and external seminars/workshops and online training courses.
			Simplifying the healthcare experience: We believe healthcare should be accessible, affordable, and simple for everyone. We are dedicated to developing innovative solutions that reduce complexity, streamline processes, and enhance the overall healthcare experience for patients and partners.
			Sustainable healthcare system: We believe our Total Care Model offers a value proposition that is increasingly important and essential to drive the transformation of patient care in today’s environment. When physicians partner with us, they are rewarded for focusing on the quality of care, leading to better patient outcomes and increased sustainability for both primary care and the healthcare system as a whole.
			Value-based innovation: We are committed to driving innovation in value-based care, which focuses on improving patient outcomes while reducing costs. We believe that value-based care is the future of healthcare, and we are actively working to develop new and innovative ways to deliver care to patients with our physician partners.
			Value and quality of healthcare: Our Total Care Model puts patient needs at the center. This focus on quality outcomes helps ensure our partners deliver high-quality healthcare that is accessible, affordable, and aligned with their patients’ needs. At agilon health, our business succeeds when we focus on creating value for our partners and their patients.


Name	Age	Position	First Became an Officer
Steven J. Sell	58	Chief Executive Officer and President	2020
Jeffrey A. Schwaneke*	49	Chief Financial Officer	2024
Ben Shaker	42	Chief Markets Officer	2020
Girish Venkatachaliah	52	Chief Technology Officer	2021


Jeffrey A. Schwaneke Age: 49 CHIEF FINANCIAL OFFICER			Jeffrey Schwaneke has served as our Chief Financial Officer since July 2024. Previously, Mr. Schwaneke served as a member of our board of directors from 2022 to 2024. Mr. Schwaneke served as the Executive Vice President of Health Care Enterprises for Centene Corporation, a managed health care company, from June to September 2021, and as Executive Vice President, Chief Financial Officer and Treasurer from March 2016 to May 2021. Mr. Schwaneke joined Centene Corporation in July 2008 as Senior Vice President, Corporate Controller and Chief Accounting Officer. Prior to joining Centene Corporation, Mr. Schwaneke served as the Assistant Controller and then as Chief Accounting Officer of Novelis, Inc., a rolled aluminum manufacturing company, from 2006 through 2008. Mr. Schwaneke received a B.S. in Accounting from the University of Missouri and is a CPA.


Ben Shaker Age: 42 Chief Markets Officer			Ben Shaker has served as our Chief Markets Officer since September 2020. Mr. Shaker joined agilon as Ohio Market President in January 2017. Mr. Shaker served as Vice President and Chief Operating Officer for Mount Carmel Health Partners, which is part of Trinity Health, a non-profit health system, from December 2013 to January 2017. Mr. Shaker received his B.A. from Youngstown State University and a master’s degree in Health Administration from The Ohio State University.


Girish Venkatachaliah Age: 52 Chief Technology Officer			Girish Venkatachaliah has served as our Chief Technology Officer since January 2021. Prior to agilon, Mr. Venkatachaliah served as a Partner, Data and Artificial Intelligence on the Growth Buyout team at Frazier Healthcare Partners, a private equity and venture capital firm, from July 2020 to January 2021. Previously, Mr. Venkatachaliah served as the Chief Technology & Product Officer of Decision Resources Group, a leading healthcare research and consulting company, from September 2019 to April 2020. Mr. Venkatachaliah also served as the Vice President of Data Strategy, Analytics, and Artificial Intelligence/Machine Learning at athenahealth, Inc., a SaaS provider of healthcare software, from July 2017 to September 2019, where he led the strategy, research, product management and engineering teams. Prior to athenahealth, Inc., Mr. Venkatachaliah held several executive roles at International Business Machines Corporation, a global technology company, and was the Vice President of Product Development, responsible for a portfolio of cloud offerings in Data and Artificial Intelligence, including the Watson Machine Learning Platform, at the time of his departure. Mr. Venkatachaliah received his bachelor’s degree in Electrical Engineering from Bangalore University, master’s degree in Computer Science from University of Nevada, Las Vegas, master’s degree in Engineering Management from Santa Clara University, and his M.B.A. from the University of California, Berkeley/Columbia University.


			Steven J. Sell Chief Executive Officer and President						Girish Venkatachaliah Chief Technology Officer
			Jeffrey A. Schwaneke Chief Financial Officer						Timothy Bensley Former Chief Financial Officer
			Benjamin Shaker Chief Markets Officer						Veeral Desai Former Chief Strategy and Development Officer


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Doximity, Inc.	MultiPlan Corporation	Veeva Systems, Inc.
Evolent Health, Inc.	Oak Street Health, Inc.
GoodRx Holdings, Inc.	Privia Health Group, Inc.


Pay Component	Objective of Pay Component	Key Measure
Base Salary	• Provide competitive pay and reflect individual contributions	• Current compensation relative to competitive rates for similar roles
Annual Cash Incentives	• Reward achievement of short-term business objectives and results	• Adjusted EBITDA goal • Operational goals • Individual performance
Equity Awards	• Align executive and stockholder interests • Create “ownership culture” • Provide retention incentives	• Stock price appreciation • Adjusted EBITDA and revenue achievement • Continuation of employment


Name	Title	Base Salary
Steven Sell	Chief Executive Officer and President	$750,000
Jeffrey Schwaneke	Chief Financial Officer	$625,000
Benjamin Shaker	Chief Markets Officer	$425,000
Girish Venkatachaliah	Chief Technology Officer	$425,000
Tim Bensley	Former Chief Financial Officer	$500,000
Veeral Desai	Former Chief Strategy & Development Officer	$425,000


Name	Title	Target Bonus	Overall Funding	Individual Factor	Final Payout
Steven Sell	Chief Executive Officer and President	$562,500	28.7%	100%	$161,438
Jeffrey Schwaneke	Chief Financial Officer	$468,750	50%	100%	$117,828
Benjamin Shaker	Chief Markets Officer	$318,750	50%	100%	$159,375
Girish Venkatachaliah	Chief Technology Officer	$318,750	50%	75%	$119,531
Tim Bensley	Former Chief Financial Officer	—	—	—	—
Veeral Desai	Former Chief Strategy & Development Officer	$318,750	28.7%	NA	$91,481


Vehicle	Purpose	Weighting	Vesting
RSU	Provides NEO retention and value is aligned with our stock price	25%	Ratably over four years
PSU	Aligns compensation with company goals to incentivize performance and value is aligned with our stock price	50%	Cliff vest after a three- year performance period
Stock Options	Aligns compensation with shareholder value growth	25%	Ratably over four years


Performance Metric	Weighting	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)
Revenue ($M)	50%	10,502	11,669	15,169
Adjusted EBITDA ($M)	50%	256	320	384
Overall	100%


Performance Metric	Weighting	Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Actual Achievement	Payout (% of target)
Revenue ($M)	50%	9,637	10,708	13,920	13,072	174%
Adjusted EBITDA ($M)	50%	245	306	367	(136)	—
Overall						87%


	Position			Multiple
	Chief Executive Officer			6x Annual Base Salary
	All Other Executive Officers			2x Annual Base Salary
	Non-Employee Directors*			5x Annual Board Cash Retainer


Name and Principal Position	Fiscal Year	Salary ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Steven J. Sell Chief Executive Officer and President	2024	750,000	3,375,007	1,125,002	161,438	4,596	5,416,043
	2023	750,000	3,375,043	1,125,008	—	16,985	5,267,036
	2022	750,000	2,250,018	2,250,014	523,125	16,000	5,789,157
Jeffrey A. Schwaneke⁽⁵⁾ Chief Financial Officer	2024	315,068	5,260,751	875,004	417,828	267,471	7,136,122
Benjamin Shaker Chief Markets Officer	2024	425,000	2,625,004	875,002	159,375	18,396	4,102,777
	2023	400,000	1,875,030	625,003	—	30,185	2,930,218
	2022	400,000	625,012	625,012	279,000	28,200	1,957,224
Girish Venkatachaliah Chief Technology Officer	2024	425,000	1,500,005	500,000	119,531	16,357	2,560,893
	2023	350,000	1,875,030	625,003	—	30,185	2,880,218
	2022	350,000	500,020	500,009	268,538	28,200	1,646,767
Timothy Bensley⁽⁵⁾ Former Chief Financial Officer	2024	373,973	—	—	—	—	373,973
	2023	500,000	937,529	312,510	—	—	1,750,039
	2022	500,000	625,012	625,012	331,313	—	2,081,337
Veeral Desai⁽⁵⁾ Former Chief Strategy and Development Officer	2024	248,014	2,625,004	875,002	91,481	568,827	4,408,328
	2023	375,000	2,250,019	750,016	—	29,847	3,404,882
	2022	375,000	750,006	750,014	261,563	22,721	2,159,304


Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares or Units⁽³⁾ (#)	All Other Awards: Number of Securities Underlying Options⁽⁴⁾ (#)	Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards⁽⁷⁾ ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares or Units⁽³⁾ (#)		Exercise or Base Price of Option Awards ($/SH)	Grant Date Fair Value of Stock and Option Awards⁽⁷⁾ ($)
Steven J. Sell		281,250	562,500	843,750
	4/15/2024								415,130	4.46	1,083,489
	4/15/2024							252,243			1,125,002
	4/15/2024				252,243	504,485	1,008,970				2,250,003
Jeffrey A. Schwaneke		234,375	468,750	703,125
	7/1/2024								239,072	6.07	875,004
	7/1/2024							131,976			801,094
	7/1/2024				131,976	263,952	527,904				1,602,189
	7/1/2024							377,074⁽⁵⁾			2,288,839
	7/1/2024					150,830⁽⁶⁾					568,629
Benjamin Shaker		159,375	318,750	478,125
	4/15/2024								322,879	4.46	875,002
	4/15/2024							196,189			875,003
	4/15/2024				196,189	392,377	784,754				1,750,001


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable⁽¹⁾	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)⁽²⁾	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)⁽²⁾
Steven J. Sell	1,500,000	400,000⁽³⁾	4.50	5/22/2030	—	—	—	—
	2,000,000	500,000⁽³⁾	10.12	5/22/2030	—	—	—	—
	1,000,000	—	4.50	5/22/2030	—	—	—	—
	80,242	80,244⁽⁶⁾	23.07	4/14/2032	—	—	—	—
	17,087	51,261⁽⁸⁾	28.46	4/14/2033	—	—	—	—
	—	415,130⁽⁹⁾	4.46	4/14/2034	—	—	—	—
	—	—	—	—	24,383⁽¹²⁾	46,328	—	—
	—	—	—	—	29,648⁽¹³⁾	56,331	—	—
	—	—	—	—	—	—	79,059⁽¹⁸⁾	150,212
	—				252,243⁽¹⁴⁾	479,262	—	—
	—						504,485⁽¹⁹⁾	958,522
Jeffrey Schwaneke	6,453	3,227⁽⁷⁾	27.01	8/10/2032	—	—	—	—
	—	239,072⁽¹⁰⁾	6.07	7/1/2034	—	—	—	—
	—	—	—	—	32,119⁽¹⁵⁾	61,026	—	—
	—	—	—	—	131,976⁽¹⁶⁾	250,754	—	—
	—	—	—	—	—	—	263,952⁽¹⁹⁾	501,509
	—	—	—	—	377,074⁽¹⁷⁾	716,441	—	—
	—	—	—	—	—	—	150,830⁽²⁰⁾	286,577
Benjamin Shaker	257,306	—	1.00	12/30/2026	—	—	—	—
	301,851	—	3.79	2/9/2029	—	—	—	—
	34,695	11,567⁽⁵⁾	23.00	4/14/2031	—	—	—	—
	22,290	22,290⁽⁶⁾	23.07	4/14/2032	—	—	—	—
	9,492	28,479⁽⁸⁾	28.46	4/14/2033	—	—	—	—
	—	322,879⁽⁹⁾	4.46	4/15/2034	—	—	—	—
	—	—	—	—	3,398⁽¹¹⁾	6,456	—	—
	—	—	—	—	6,774⁽¹²⁾	12,871	—	—
	—	—	—	—	16,471⁽¹³⁾	31,295	—	—
	—	—	—	—	—	—	43,922⁽¹⁸⁾	83,452
	—	—	—	—	196,189⁽¹⁴⁾	372,759	—	—
	—	—	—	—	—	—	392,377⁽¹⁹⁾	745,516


Name	Options Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽²⁾
Steven Sell	—	—	64,499	399,879
Jeffrey Schwaneke	—	—	5,622	27,829
Benjamin Shaker	—	—	24,058	83,140
Girish Venkatachaliah	—	—	18,986	65,222
Timothy Bensley	—	—	9,867	48,842
Veeral Desai	—	—	13,640	67,518