agilon health, inc DEF 14A, filed Apr 18, 2024

About this DEF 14A

agilon health, inc. (AGL)

DEF 14A 2024-04-18 For: 2024-05-29

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Added on June 12, 2026

In closing, I’d like to reiterate why our company continues to fill a critical need for our physician partners and their patients. Our full-risk Total Care Model is helping PCPs make the shift from volume to value, which is leading to better care for seniors and better cost care. Ultimately, it’s empowering physicians to transform our health care system. This is a worthy purpose, and is the reason why I joined agilon four years ago as well as why the leadership team and I continue to be excited about our company’s future and our role in value-based care.

Our shareholders are extremely important to all of us at agilon, and we appreciate your support. Please know that the leadership team and I are committed to our fiduciary duty of acting in your best interests. With that being said, it’s my pleasure to invite you to learn more about our vision and progress at our third annual meeting of stockholders, taking place on May 29, 2024. The attached proxy statement contains information about the meeting agenda, as well as voting instructions. We thank you for taking time to review and vote on these important issues.

Steve Sell
Chief Executive Officer
agilon health, inc.

agilon health, inc filed this DEF 14A on April 18, 2024.

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Dear agilon Shareholder:	April 18, 2024
In 2023, agilon established new partnerships with physician practices and health systems, expanded our Physician Network, and enhanced our purpose-built platform, all while we and the Medicare Advantage 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 more than 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 mentioned, the current transition period we are in is the result of external challenges, as costs among the senior population rose faster than contemplated in Centers for Medicare & Medicaid Services (“CMS”) benchmarks and payor bids due to increased utilization. We believe this higher utilization may be driven by post-COVID pent up demand and other factors. However, we also believe that agilon and the broader industry (including CMS and our payor partners) will adjust to this new environment, supporting our ability to return to a more normalized margin trajectory over time.
In response to these dynamics, we’re taking concrete steps to improve our performance. From a forecasting perspective, this is reflected in the significant strengthening of our reserves exiting 2023 and our reset guidance for 2024 that assumes recent utilization remains elevated. From an operating perspective, we’re implementing the action plan we outlined in January 2024, with a focus on best-in-class execution on factors we can directly control. Our plan includes four elements: 1) expanding support for newer primary care physicians (“PCPs”) in our mature markets; 2) leveraging our strong payor relationships; 3) addressing our data visibility gaps; and 4) boosting our operating efficiency. At the same time, we will of course continue executing on the foundational elements of our full-risk Total Care Model.		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.
As we make progress toward our actions, it’s important to remember that our business model is working. In fact, demand for our platform has never been stronger, and our Physician Network continues to drive quality outcomes, including quality scores at four and above. We’ve also made considerable reinvestments back into local primary care despite the challenging environment, reinvesting more than $200 million last year. We now have 31 partners in 13 states, which collectively represent 2,400+ PCPs in 30+ communities and around 650,000 senior patients. Our Physician Network will become even stronger with the addition of our Class of 2025 partners, even as we take a measured approach to growth due to the current environment. Additionally, we’re proud of the clinical research that we, along with our Physician Network, published last year from our full-risk Total Care Model, which evaluated patients with diabetes and those in our palliative care program.
On a separate note, I’d like to recognize Tim Bensley, chief financial officer, who will be retiring from agilon later this year, as well as Ben Kornitzer, MD, chief medical officer, who is transitioning out of the role and serving in a strategic capacity as special advisor to the company. Their contributions to their respective functions have been invaluable, and the leadership team and I look forward to announcing their successors soon.
I’d also like to recognize two independent members of our board of directors who joined last year: Silvana Battaglia, who brings more than two decades of business leadership experience in global human resources, and Diana McKenzie, who brings 30 years of leadership experience growing, scaling and transforming global businesses in the health care and software industries. With these additions and the transition of three board members off our board last year, our company moved from being a controlled company to one of independence, with majority independent membership on our board, including independent chairs for each of our major board committees. I am grateful to the nine members of our board as they are fundamental to advancing our company’s mission and contribute greatly to our success.

1	Election of three Class III directors for a three-year term ending at the 2027 Annual Meeting of Stockholders
2	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024
3	Advisory vote to approve the compensation paid to the Company’s named executive officers
4	Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof

01			Proxy Statement Summary
05			Questions and Answers About the Proxy Materials and Annual Meeting
10			The Board of Directors and Corporate Governance
27			Executive Officers
29			Executive Compensation
54			Security Ownership of Certain Beneficial Owners and Management
57			Certain Relationships and Related Party Transactions
59			Proposal 1: Election of Directors
60			Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
62			Proposal 3: Advisory Vote to Approve Executive Compensation
63			Other Business
64			Website References

Proposals		Board Vote Recommendation	For Further Details
1	Election of three Class III directors for a three-year term ending at the 2027 Annual Meeting of Stockholders	FOR each nominee	Page 59
2	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024	FOR	Page 60
3	Advisory vote to approve the compensation paid to the Company’s named executive officers	FOR	Page 62

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 diversity, equity, inclusion and belonging priorities
						Emphasize long-term growth through maximizing focus on increasing shareholder value
WHAT WE DON’T DO						No hedging or monetization transactions with respect to the Company’s securities
						No pledging of the Company’s securities as collateral for a loan
						No 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

			Silvana Battaglia Class I — Expiring 2025 Annual Meeting						Sharad Mansukani, M.D. Class I — Expiring 2025 Annual Meeting
			Jeffrey A. Schwaneke Class I — Expiring 2025 Annual Meeting

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

			Ravi Sachdev Class III — Expiring 2024 Annual Meeting						Steven J. Sell Class III — Expiring 2024 Annual Meeting
			William Wulf, M.D. Class III — Expiring 2024 Annual Meeting

Ravi Sachdev Age: 47 Director since: 2017			Ravi Sachdev has served as a director since 2017 and as Vice Chairman since January 2021. Mr. Sachdev also serves as a director of Covetrus, Inc., Steve Madden, Inc., Millenium Physician Group, apree health and Gentiva. Mr. Sachdev has served as a Partner of CD&R since June 2015, focusing on the healthcare sector. From November 2010 to May 2015, Mr. Sachdev was a Managing Director and Co-Head of Healthcare Services at J.P. Morgan Chase & Co. 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: 57 Director since: 2020			Steven J. Sell has served as our Chief Executive Officer and President and director since June 2020. In addition to his current role as Chief Executive Officer and President and director of the Company, Mr. Sell serves as an advisor to several early-stage healthcare companies. Mr. Sell served as President, Chief Executive Officer and Chairman of Health Net, from March 2016 to June 2019 and President, Western Region of Health Net, from November 2008 to March 2016. Mr. Sell received his B.A. from Swarthmore College and holds an MBA 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: 64 Director since: 2017			William Wulf, M.D. has served as a director since 2017. In addition to his role as director of agilon health, Dr. Wulf was formerly the Chief Executive Officer of Central Ohio Primary Care (“COPC”). COPC is an agilon group partner. 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 payers including Anthem, 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.

Silvana Battaglia Age: 56 Director since: 2023			Silvana Battaglia joined our board of directors in June 2023. Ms. Battaglia is Executive Vice President and Chief Human Resources Officer for Cencora, a leading global healthcare solutions company. Ms. Battaglia brings over 25 years of business leadership experience in global human resources organizations, shaping high-performance cultures, talent and succession management and driving organization transformation within the pharmaceutical and business services sectors. Prior to being named to her current role in January 2019, Ms. Battaglia served as Senior Vice President of Global Compensation, Benefits and Labor Relations and Senior Vice President of Global Human Resources at Aramark from 2011 to 2019. Ms. Battaglia served as the Chief Human Resources Officer of Day & Zimmerman from 2008 to 2011 and held increasingly responsible leadership positions with Merck & Co., Inc. from 1998 to 2008. Her early career included positions at Wyeth Pharmaceuticals and Colorcon, a division of Berwind Pharmaceuticals. Ms. Battaglia, a National Association of Corporate Directors certified professional director, graduated from Temple University with a B.A. in Marketing and her M.S. in Human Resources 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 experience with human resources in the healthcare industry, and with global healthcare and pharmaceutical companies.

Sharad Mansukani, M.D. Age: 54 Director since: 2017			Sharad Mansukani, M.D. has served as a director since 2017. Dr. Mansukani also serves as a Senior Advisor to TPG, a trustee of the Children’s Hospital of Philadelphia, a member of the board of directors of Monogram Health, Inc., Chairman of the board of directors of Convey Health Solutions and a member of The Wharton School Healthcare Policy Board. 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; as 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 on or as an advisor to other healthcare companies’ boards.

Jeffrey A. Schwaneke Age: 48 Director since: 2022			Jeffrey Schwaneke has served as a director since 2022. Mr. Schwaneke served as the Executive Vice President of Health Care Enterprises for Centene Corporation from June to September 2021. From March 2016 through May of 2021 Mr. Schwaneke was the Executive Vice President, Chief Financial Officer and Treasurer of Centene Corporation. Mr. Schwaneke joined Centene Corporation in July 2008 as Senior Vice President, Corporate Controller and Chief Accounting Officer. Prior to joining Centene, Mr. Schwaneke served as the Assistant Controller and then as Chief Accounting Officer of Novelis, Inc. from 2006 through 2008. Mr. Schwaneke received a degree in Accounting from the University of Missouri and is a CPA. We believe Mr. Schwaneke is a valuable member of our board because of his experience as an executive at a large healthcare company and his financial experience.

Diana L. McKenzie Age: 59 Director since: 2023			Diana L. McKenzie has served as a director since February 2023. Ms. McKenzie is a technology advisor, board member, and former Chief Information Officer with over thirty years of leadership experience gained from growing, scaling, and transforming global businesses in the Life Sciences and Software Industry with revenues ranging from $3 billion to $20 billion. Ms. McKenzie served as Workday Inc.’s first Chief Information Officer from 2016 to 2019. Before Workday, Ms. McKenzie served in multiple technology leadership roles at Amgen, Inc. from 2004-2016, including the role of Chief Information Officer. Prior to joining Amgen, she served in various technology leadership roles from 1987 to 2004 at Eli Lilly and Company. Ms. McKenzie serves on MetLife, Inc., Vertex Pharmaceuticals, and Paradox boards of directors and as a Special Advisor to Brighton Park Capital. She received her B.S. degree from Purdue University in 1986. 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.

Karen McLoughlin Age: 59 Director since: 2021			Karen McLoughlin has served as a director since July 2021. In addition to her role as director of our Company, 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 also serves as a Senior Advisor to McKinsey & Co. Previously, Ms. McLoughlin was the Chief Financial Officer of Cognizant Technology Solutions from 2012 to 2020. Prior to joining Cognizant Technology Solutions in 2003, Ms. McLoughlin served in financial roles for Spherion from 1997 to 2003, Ryder Systems, Inc. from 1994 to 1997, and Price Waterhouse (which is now known as PricewaterhouseCoopers) from 1988 to 1994. Ms. McLoughlin received her B.A. from Wellesley College and her MBA 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 her experience as a public company director, as well as her financial and accounting expertise.

Ronald A. Williams Age: 74 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 and serves as an operating advisor to CD&R. Mr. Williams serves on the board of directors of The Boeing Company and Warby Parker and served on the Board of The American Express Company from January 2007 to April 2022, Johnson & Johnson from June 2011 to April 2022 and Envision Healthcare from May 2011 to October 2017. Mr. Williams served as the Chief Executive Officer and Chairman of Aetna Inc. from February 2006 and October 2006 to December 2010 and April 2011, respectively. Mr. Williams also serves as Chairman of The Conference Board and the Peterson Institute for International Economics and served as a director of NAF. Mr. Williams received his B.A. from Roosevelt University and holds an M.S. in Management 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 on other healthcare companies’ boards.


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. Diversity, equity, inclusion and belonging (“DEIB”) are core priorities in developing our workforce and culture. This includes recruiting and hiring diverse employees, 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, so we are working to increase access to primary care services in underserved areas.
			Data privacy and security: 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 stakeholder’s data. We also offer ongoing education for team members.
			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 DEIB to foster a culture of belonging. We have several organizational structures in place to maintain accountability for our DEIB 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, however it can be complex and confusing for patients. 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 that a sustainable healthcare system is essential to the future advancement and long-term health of our communities. That’s why we are working to improve the efficiency and effectiveness of the healthcare system through our Total Care Model.
			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.

Name	Age	Position	First Became an Officer
Steven J. Sell	57	Chief Executive Officer and President	2020
Timothy S. Bensley*	64	Chief Financial Officer	2021
Veeral Desai	43	Chief Strategy and Development Officer	2020
Ben Shaker	41	Chief Markets Officer	2020
Girish Venkatachaliah	51	Chief Technology Officer	2021

Timothy S. Bensley Age: 64 Chief Financial Officer			Timothy S. Bensley has served as our Chief Financial Officer since January 2021. Previously, Mr. Bensley served as the Chief Financial Officer of Blue Apron Holdings , Inc., from May 2018 to December 2020, Chief Financial Officer at Acosta Sales and Marketing from June 2015 to October 2017, and a variety of finance leadership roles at PepsiCo from July 1986 to April 2015. At PepsiCo, Mr. Bensley’s leadership roles included heading Financial Planning and Analysis, Supply Chain Finance and Sales Finance at Frito Lay North America; Senior Vice President of PepsiCo’s Global Transformation Group and serving as the Chief Financial Officer of Pepsi-Cola North America and ultimately Chief Financial Officer of PepsiCo Americas Foods. Mr. Bensley received his B.S. in Engineering from the United States Military Academy at West Point and a master’s degree in Project Management from Boston University.

Veeral Desai Age: 43 Chief Strategy and Development Officer			Veeral Desai has served as our Chief Strategy and Development Officer since September 2020. Mr. Desai joined the Company in April 2017 as President of Enterprise Operations. Mr. Desai served in several senior executive roles at Vantage Oncology (most recently as President of Operations, Chief Operating Officer for Vantage Cancer Care Network) from December 2010 to April 2017. Mr. Desai served as a consultant at Bain & Company from September 2002 to July 2005 and September 2007 to December 2010. Mr. Desai received his B.S. from the University of California, Berkeley and an MBA from Harvard Business School.

Ben Shaker Age: 41 Chief Markets Officer			Ben Shaker has served as our Chief Markets Officer since September 2020. Mr. Shaker joined the Company 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, 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: 51 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 from July 2020 to January 2021. Previously, Mr. Venkatachaliah served as the Chief Technology & Product Officer of Decision Resources Group 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 from July 2017 to September 2019, where he led the strategy, research, product management and engineering teams. Prior to athenahealth, Mr. Venkatachaliah held several executive roles at IBM 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 an MBA from UC Berkeley/Columbia University.

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

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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
Tim Bensley	Chief Financial Officer	$500,000
Veeral Desai	Chief Strategy & Development Officer	$375,000
Benjamin Shaker	Chief Markets Officer	$400,000
Girish Venkatachaliah	Chief Technology Officer	$350,000

Vehicle	Purpose	Weighting	Vesting
RSU	Provides NEO retention	25%	Ratably over four years
PSU	Aligns compensation with company goals to incentivize performance	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)	Actual Achievement	Payout (% of target)
Revenue ($M)	50%	$5,784	$7,230	$9,037	$9,118	200%
Adjusted EBITDA ($M)	50%	$73	$91	$114	($71)	—
Overall	100%

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	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
	2021	750,000	—	—	506,250	—	1,256,250
Timothy Bensley Chief Financial Officer	2023	500,000	937,529	312,510	—	—	1,750,039
	2022	500,000	625,012	625,012	331,313	—	2,081,337
	2021⁽⁵⁾	480,769	687,470	4,311,643	336,415	4,734	5,821,031
Veeral Desai Chief Strategy and Development Officer	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
	2021	375,000	549,976	549,992	285,244	8,019	1,768,231
Benjamin Shaker Chief Markets Officer	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
	2021	389,808	6,624,943	625,000	304,260	13,886	7,957,897
Girish Venkatachaliah Chief Technology Officer	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
	2021⁽⁶⁾	333,846	249,964	2,437,052	257,442	4,734	3,283,038

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 ($/SH)	Grant Date Fair Value of Stock and Option Awards⁽⁵⁾ ($)
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⁽⁵⁾ ($)
Steven J. Sell		281,250	562,500	843,750
	4/14/2023								68,348	28.46	1,125,008
	4/14/2023							39,530			1,125,024
	4/14/2023				39,530	79,059	158,118				2,250,019
Timothy Bensley		187,500	375,000	562,500
	4/14/2023								18,986	28.46	312,510
	4/14/2023							10,981			312,519
	4/14/2023				10,981	21,961	43,922				625,010
Veeral Desai		140,625	281,250	421,875
	4/14/2023								45,566	28.46	750,016
	4/14/2023							26,353			750,006
	4/14/2023				26,353	52,706	105,412				1,500,013
Benjamin Shaker		150,000	300,000	450,000
	4/14/2023								37,971	28.46	625,003
	4/14/2023							21,961			625,010
	4/14/2023				21,961	43,922	87,844				1,250,020
Girish Venkatachaliah		131,250	262,500	393,750
	4/14/2023								37,971	28.46	625,003
	4/14/2023							21,961			625,010
	4/14/2023				21,961	43,922	87,844				1,250,020

	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	1,100,000	800,000⁽³⁾	4.50	5/22/2030	—	—	—	—
	1,500,000	1,000,000⁽³⁾	10.12	5/22/2030	—	—	—	—
	1,000,000	—	4.50	5/22/2030	—	—	—	—
	40,121	120,365⁽⁷⁾	23.07	4/14/2032	—	—	—	—
	—	68,348⁽⁸⁾	28.46	4/14/2033	—	—	—	—
	—	—	—	—	36,574⁽¹⁰⁾	459,004	—	—
	—	—	—	—	—	—	48,765⁽¹²⁾	612,001
	—	—	—	—	39,530⁽¹¹⁾	496,102	—	—
	—	—	—	—	—	—	79,059⁽¹³⁾	992,190
Timothy Bensley	50,000	50,000⁽⁴⁾	14.62	1/28/2031	—	—	—	—
	50,000	50,000⁽⁴⁾	29.24	1/28/2031	—	—	—	—
	108,714	108,717⁽⁶⁾	23.00	4/14/2031	—	—	—	—
	11,145	33,435⁽⁷⁾	23.07	4/14/2032	—	—	—	—
	—	18,986⁽⁸⁾	28.46	4/14/2033	—	—	—	—
	—	—	—	—	7,473⁽⁹⁾	93,786	—	—
	—	—	—	—	10,160⁽¹⁰⁾	127,508	—	—
	—	—	—	—	—	—	13,546⁽¹²⁾	170,002
	—	—	—	—	10,981⁽¹¹⁾	137,812	—	—
	—	—	—	—	—	—	21,961⁽¹³⁾	275,611
Veeral Desai	57,441	—	1.00	4/27/2027	—	—	—	—
	1,510,000	—	3.00	4/27/2027	—	—	—	—
	20,354	20,356⁽⁶⁾	23.00	4/14/2031	—	—	—	—
	13,374	40,122⁽⁷⁾	23.07	4/14/2032	—	—	—	—
	—	45,566⁽⁸⁾	28.46	4/14/2033	—	—	—	—
	—	—	—	—	5,978⁽⁹⁾	75,024	—	—
	—	—	—	—	12,192⁽¹⁰⁾	153,010	—	—
	—	—	—	—	—	—	16,255⁽¹²⁾	204,000
	—	—	—	—	26,353⁽¹¹⁾	330,730	—	—
	—	—	—	—	—	—	52,706⁽¹³⁾	661,460

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	—	—	12,191	346,956
Timothy Bensley	—	—	22,067	390,252
Veerai Desai	190,000	4,704,769	19,008	350,748
Benjamin Shaker	495,000	9,648,798	281,237	3,791,366
Girish Venkatachaliah	—	—	9,501	183,944