DoubleVerify Holdings, Inc DEF 14A, filed Apr 7, 2026

DoubleVerify Holdings, Inc. (DV)

DEF 14A 2026-04-07 For: 2026-05-21

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Added on June 12, 2026

About this DEF 14A

DoubleVerify Holdings, Inc filed this DEF 14A on April 7, 2026.

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Agenda		Board recommendation
1.	Proposal 1: Election of three Class II directors for a three-year term ending at the 2029 Annual Meeting of Stockholders	FOR the election of each of the nominees named in Proposal 1 of the accompanying proxy statement (the “Proxy Statement”)
2.	Proposal 2: A non-binding advisory vote on the compensation of our named executive officers	FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in Proposal 2
3.	Proposal 3: Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026	FOR the ratification of the selection of Deloitte as our independent registered public accounting firm as described in Proposal 3.
4.	Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

		INTERNET
		Please log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Time, on May 20, 2026.
		TELEPHONE
		Please call the number on your proxy card until 11:59 p.m., Eastern Time, on May 20, 2026.
		MAIL
		Complete, sign, date and return your proxy card and return it in the postage paid envelope provided.
		IN PERSON
		You may attend the virtual Annual Meeting and cast your vote.

	Notice of Annual Meeting of Stockholders
	Date and Time
	Virtual Location
	Agenda
	Voting Your Shares
	Certain Important Terms
	Proxy Summary					1
	Proposals for Your Vote					1
	Board of Directors Composition					1
	Corporate Governance Highlights					2
	PROPOSAL 1 Election of Directors					4
	PROPOSAL 2 Advisory Vote on the Compensation of our Named Executive Officers					5
	PROPOSAL 3 Ratification of Appointment of Independent Registered Public Accounting Firm					6
	Fees Paid to Deloitte					7
	Pre-Approval Policies and Procedures					7
	Audit Committee Report					7
	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters					9
	Executive and Director Compensation					12
	Compensation Discussion and Analysis					12
	Compensation Committee Report					33
	Compensation Tables					34
	Pay Ratio Disclosure					46
	Pay Versus Performance Disclosure					47
	Director Compensation Table					52
	Non-Employee Director Compensation					53
	Board and Corporate Governance Practices					54
	Board Leadership Structure					54
	Board Composition					54
	Director Nominations					64
	Director Independence					64
	Board Meetings and Attendance at the Annual Meeting					64
	Corporate Governance Guidelines					64

	Code of Business Conduct, Code of Ethics and Anti-Human Trafficking and Anti-Modern Slavery Code of Conduct					64
	Hedging and Pledging Policies					65
	Board Committees					65
	Compensation Committee Interlocks and Insider Participation					66
	Selection of Nominees for Election to the Board					66
	Communications with the Board					67
	Risk Oversight					68
	Compensation Risk Assessment					68
	Other Governance Policies					68
	Corporate Social Responsibility					68
	People Experience					68
	Environmental Policy					69
	Privacy, Security & Data Governance					69
	Executive Officers					70
	Certain Relationships and Related Person Transactions					71
	Policies and Procedures for Related Person Transactions					71
	Relationship with Providence					71
	Relationships with Directors and Executive Officers					72
	Transactions with Other Related Parties					72
	The Annual Meeting, Voting and Other Information					73
	Overview					73
	Attending the Annual Meeting					73
	Directors’ Attendance at the Annual Meeting					73
	Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting					73
	Your Vote is Important					74
	Quorum Requirement					74
	Voting Your Shares					74
	Changing Your Vote or Revoking Your Proxy					75
	Vote Required for Each Proposal					75
	Matters to be Presented					76
	Delivery of Proxy Materials					76
	Proxy Solicitation Costs					76
	Vote Tabulation					77
	Inspector of Election					77
	Results of the Vote					77
	Other Information					77

	Proposal	Board Recommendation	Page(s)
1.	Proposal 1: Election of three Class II directors for a three-year term ending at the 2029 Annual Meeting of Stockholders	FOR each of the nominees	4
2.	Proposal 2: Non-binding advisory vote on the compensation of our named executive officers	FOR	5
3.	Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026	FOR	6

				April 7, 2026
	Dear DV Stockholder: It is my pleasure to invite you to our Annual Meeting of Stockholders, taking place virtually, via live webcast on May 21, 2026, at 11:00 a.m. Eastern Time. The attached proxy statement and notice of Annual Meeting of Stockholders contain key information about the meeting’s agenda, as well as voting instructions.

	Year Ended December 31,
	2025			2024
Audit Fees(1)		$	2,060,624		$	1,726,285
Audit-Related Fees(2)		$	0		$	0
Tax Fees(3)		$	106,000		$	50,110
All Other Fees(4)		$	4,126		$	4,126

Name of Beneficial Owner	Number of shares beneficially owned		Ownership Percentage of Shares
Providence VII U.S. Holdings L.P.(1)		18,173,777		11.56%
BlackRock, Inc.(2)		16,188,484		10.30%
The Vanguard Group(3)		14,825,203		9.43%
Topline Capital Management, LLC(4)		8,453,543		5.38%
Mark Zagorski(5)		3,334,376		2.12%
Nicola Allais(5)		1,449,884		*
Steven Mougis		105,491		*
Andrew Grimmig(5)		800,630		*
Laura B. Desmond(5)(6)		258,461		*
Lucy Stamell Dobrin(5)(7)		14,609		*
Sundeep Jain(5)(9)		39,509		*
R. Davis Noell(5)(7)		55,267		*
Rosie Perez(5)		46,526		*
Jennifer Storms		—		—
Gary Swidler(5)		30,174		*
Kelli Turner(5)		49,271		*
Scott Wagner(5)(8)		46,526		*
All Directors, Director Nominees and Executive Officers as a group (13 persons)(5)(7)		6,230,724		3.96%


	Mark Zagorski, our Chief Executive Officer (our “CEO”);			Nicola Allais, our Chief Financial Officer;			Julie Eddleman, our Executive Vice President and Global Chief Commercial Officer; and			Andrew Grimmig, our General Counsel and Chief Legal Officer.

Component	CEO	Other NEOs
Base Salaries	Approved annual base salary increases, effective January 1, 2025, of:
Base Salaries	3.1% for CEO; and	3.0% to 5.5% for all other Named Executive Officers.
Annual Cash Bonuses	Approved annual cash bonus awards representing approximately 119% of their target annual cash bonus opportunities for 2025 as calculated pursuant to the terms of the DoubleVerify Annual Bonus Plan (the “Bonus Plan”).
Long-Term Incentive Compensation	Approved the target award values for the performance stock unit (“PSU”) and restricted stock unit (“RSU”) awards for 2025. The PSU awards are subject to two distinct and equally weighted performance measures, with 50% of the economic value of such awards subject to a revenue-based performance measure (the “Revenue PSU Awards”) and 50% subject to a relative total stockholder return (“TSR”) performance measure (the “Relative TSR PSU Awards”). In March 2025, we granted long-term incentive compensation opportunities in the form of PSU awards and RSU awards with long-term incentive opportunity dollar value ranging in the aggregate from approximately $3,000,000 to approximately $4,000,000 for our NEOs other than our CEO, and a PSU award and RSU award for our CEO with an aggregate long-term incentive opportunity dollar value of approximately $9,000,000.
CEO Employment Agreement	In July 2025, we entered into an amended and restated employment agreement with our CEO (the “Amended and Restated Employment Agreement”). The material terms and conditions of the Amended and Restated Employment Agreement are described below in the section entitled “Employment Agreements.”

	We emphasize variable compensation that appropriately rewards our executive officers through the following two principal compensation elements:
	1.			Our executive officers participate in our Bonus Plan, which provides the opportunity for cash bonus awards if our executive officers produce short-term results aligned with long-term stockholder value, such as revenue and Adjusted EBITDA, that meet or exceed certain business and financial objectives set by the Compensation Committee, after considering the Company’s annual operating plan. For information as to how we calculate Adjusted EBITDA, which is a non-GAAP financial measure, please refer to page 53 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.			2.			We grant PSU awards and RSU awards, which in the aggregate typically comprise a majority of our executive officers’ annual target total direct compensation opportunities. The actual value received by our NEOs for these equity awards depends on, among other things, the value of our common stock and coupled with achieving the quantitative performance objectives and multi-year vesting periods that apply to them. These awards are intended to incentivize our executive officers to build sustainable long-term value for the benefit of our stockholders.

	Our executive compensation program is guided by our overarching philosophy of paying for performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives, and aligns our executive officers’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:
	1.			Provide market competitive compensation and benefit levels that will attract, motivate, reward, and retain a highly talented team of executive officers within the context of responsible cost management			2.			Establish a direct link between our financial and operational results and achievement of strategic objectives and the compensation of our executive officers			3.			Align the interests and objectives of our executive officers with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance

Named Executive Officer	2024 Annual Base Salary			2025 Annual Base Salary			Percentage Adjustment
Mr. Zagorski		$	650,000		$	670,000		3.1%
Mr. Allais		$	500,000		$	515,000		3.0%
Ms. Eddleman		$	500,000		$	515,000		3.0%
Mr. Grimmig		$	455,000		$	480,000		5.5%

Named Executive Officer	2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary)		2025 Target Annual Cash Bonus Opportunity ($)
Mr. Zagorski		100%		$	670,000
Mr. Allais		75%		$	386,250
Ms. Eddleman		100%		$	515,000
Mr. Grimmig		65%		$	312,000

Performance Measure	Revenue	Adjusted EBITDA
Performance Threshold (%)	95%	95%
Performance Threshold ($)	$687 million	$224 million
Threshold Payout	50%	50%
Performance Target (%)	100%	100%
Performance Target ($)	$723 million	$236 million
Target Payout	100%	100%
Performance Maximum (%)	105%	105%
Performance Maximum ($)	$759 million	$248 million
Maximum Payout	150%	150%

	Average Age			Average Tenure			Independent
	52 years			5.32 years			90%

Named Executive Officers	2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary)		2025 Target Annual Cash Bonus Opportunity ($)			Aggregate Performance Payout (%)		Annual Bonus Payout ($)
Mr. Zagorski		100%		$	670,000		119%		$	797,300
Mr. Allais		75%		$	386,250		119%		$	459,638
Ms. Eddleman		100%		$	515,000		119%		$	612,850
Mr. Grimmig		65%		$	312,000		119%		$	371,280

Named Executive Officer	Long Term Incentive Compensation Opportunity ($)
Mr. Zagorski		$	9,000,000
Mr. Allais		$	4,000,000
Ms. Eddleman		$	3,000,000
Mr. Grimmig		$	3,000,000

Payout Level	Minimum		Threshold		Target		Maximum
Revenue Performance as a Percentage of Target	Below 95%			95%		100%		105%
Units Earned(1)		0%		50%		100%		150%

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(3)		Total ($)
Mark Zagorski Chief Executive Officer		2025		670,000		—		10,323,721		797,300		—		23,211		11,814,232
		2024		650,000		—		—		416,000		—		11,618		1,077,618
		2023		550,000		—		9,656,572		588,500		—		15,596		10,810,668
Nicola Allais Chief Financial Officer		2025		515,000		—		3,462,135		459,638		—		23,211		4,459,984
		2024		500,000		—		—		240,000		—		21,968		761,968
		2023		475,000		—		3,755,357		355,775		—		25,496		4,611,628
Julie Eddleman Executive Vice President and Global Chief Commercial Officer		2025		515,000		—		2,596,579		612,850		—		22,094		3,746,523
		2024		500,000		—		—		320,000		—		23,252		843,252
		2023		475,000		—		3,755,357		508,250		—		26,447		4,765,054
Andrew Grimmig Chief Legal Officer		2025		480,000		—		2,596,579		371,280		—		23,211		3,471,070
		2024		455,000		—		—		189,280		—		21,968		666,248
		2023		430,000		—		2,950,629		276,060		—		9,900		3,666,589

Name	Fiscal Year		401(k) Contribution ($)(A)		Employer Paid Premiums for Health Benefits ($)(B)		Employment Agreement Items ($)(C)
Mark Zagorski Chief Executive Officer		2025		10,500		12,711		—
		2024		—		11,618		—
		2023		—		15,596		—
Nicola Allais Chief Financial Officer		2025		10,500		12,711		—
		2024		10,350		11,618		—
		2023		9,900		15,596		—
Julie Eddleman Executive Vice President and Global Chief Commercial Officer		2025		6,088		12,711		3,295
		2024		10,350		11,618		1,284
		2023		8,070		15,596		2,781
Andrew Grimmig Chief Legal Officer		2025		10,500		12,711		—
		2024		10,350		11,618		—
		2023		9,900		—		—

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1)									Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)						All Other Stock Awards: Number of Shares of Stock (#)(3)		Grant Date Fair Value of Stock Awards(4)
Name	Grant Date	Threshold			Target			Maximum			Threshold		Target		Maximum		All Other Stock Awards: Number of Shares of Stock (#)(3)		Grant Date Fair Value of Stock Awards(4)
Mark Zagorski	2025 DVBP		$	0		$	670,000		$	938,000
	3/13/2025											60,876		121,753		243,506				$	2,299,914
	3/13/2025											60,876		121,753		182,629				$	1,829,948
	3/13/2025																	243,506		$	3,659,895
	8/19/2025																	161,708		$	2,533,964
Nicola Allais	2025 DVBP		$	0		$	386,250		$	540,750
	3/13/2025											27,056		54,113		108,226				$	1,022,195
	3/13/2025											27,056		54,113		81,169				$	813,318
	3/13/2025																	108,225		$	1,626,622

	Mark Zagorski
				We are currently party to an Amended and Restated Employment Agreement with Mark Zagorski, our Chief Executive Officer, that governs the current terms of his employment with us. Mr. Zagorski’s agreement does not have a fixed term and commenced July 21, 2025. Pursuant to his employment agreement, Mr. Zagorski is entitled to an annual base salary (which for 2025 was paid at an annual rate of $670,000), and is eligible to receive an annual bonus with a target opportunity equal to at least 100% of his base salary based upon the attainment of performance goals and objectives established by our Board.

				In connection with the Amended and Restated Employment Agreement, Mr. Zagorski was granted a time-based RSU award with a grant date value of $2,500,000. Mr. Zagorski’s employment agreement includes non-compete and employee and customer non-solicitation covenants, effective during his employment and for one-year post-termination. Mr. Zagorski is also entitled to receive severance benefits upon a qualifying termination of his employment, as more fully described below under “—Payments and Potential Payments upon Termination or Change of Control”.
	Nicola Allais
				We are currently party to an agreement with Nicola Allais, our Chief Financial Officer, that governs the current terms of his employment with us. Mr. Allais’ agreement does not have a fixed term. Pursuant to the agreement, Mr. Allais is entitled to an annual base salary (which for 2025 was paid at an annual rate of $515,000) and is eligible to receive an annual discretionary bonus with a target opportunity equal to 60% of his base salary based upon the attainment of performance goals and objectives established by our Board. In respect of 2025, Mr. Allais’ annual discretionary bonus target opportunity was set at 75% of his base salary. Mr. Allais’ employment agreement includes non-compete and employee and customer non-solicitation covenants, effective during his employment and for one-year post-termination. Mr. Allais is also entitled to receive severance benefits upon a qualifying termination of his employment, as more fully described below under “—Payments and Potential Payments upon Termination or Change of Control”.
	Julie Eddleman
				We were party to an agreement with Julie Eddleman, our Executive Vice President and Global Chief Commercial Officer, that governed the terms of her employment with us through December 31, 2025. Ms. Eddleman’s agreement did not have a fixed term. Pursuant to the agreement, Ms. Eddleman was entitled to an annual base salary (which for 2025 was paid at an annual rate of $515,000) and was eligible to receive an annual discretionary bonus with a target opportunity equal to 100% of her base salary (with the maximum opportunity to earn a bonus of 150% of the base salary) based upon the attainment of performance goals and objectives established by our Board. In connection with her resignation, effective December 31, 2025, on September 15, 2025, we entered into an Executive Separation Agreement and a Consulting Agreement to provide for an orderly transition of her duties and responsibilities. Subject to her continued compliance with the restrictive covenants applicable to her, and her execution, reaffirmation, and non-revocation of a general release and waiver of claims against us, each of which has occurred, Ms. Eddleman was entitled to an annual cash bonus pursuant to the terms of the 2025 Bonus Plan at the level accrued by us. In addition, we agreed that Ms. Eddleman’s service as a consultant would constitute continued service for purposes of the vesting of certain outstanding and unvested stock options, RSU awards, and PSU awards. Ms. Eddleman’s consulting arrangement has an initial term of approximately six months, which commenced on January 1, 2026, with the ability to extend for an additional period of six months based on mutual agreement, subject to certain prescribed termination triggers as set forth in the Executive Separation

				Agreement and the Consulting Agreement. During the Term, Ms. Eddleman is serving as a Senior Advisor to us to work on projects designated by our CEO. We have agreed to pay Ms. Eddleman $350 per hour for each hour she provides services during the Term. Ms. Eddleman was also entitled to receive grants of equity awards having a grant date fair value of not less than $1,500,000 on an annual basis, commencing in December 2021, all of which have been granted and which are described in greater detail below in the table and accompanying footnotes under “—Outstanding Equity Awards at Fiscal Year End 2025”. Ms. Eddleman’s employment agreement included non-compete and employee and customer non-solicitation covenants, effective during her employment and for one-year post-termination. Ms. Eddleman was also entitled to receive severance benefits upon a qualifying termination of her employment, as more fully described below under “—Payments and Potential Payments upon Termination or Change of Control”.
	Andrew Grimmig
				We are currently party to an agreement with Andrew Grimmig, our General Counsel and Chief Legal Officer, that governs the current terms of his employment with us. Mr. Grimmig’s agreement does not have a fixed term. Pursuant to the agreement, Mr. Grimmig is entitled to an annual base salary (which for 2025 was paid at an annual rate of $480,000) and is eligible to receive an annual discretionary bonus with a target opportunity equal to 50% of his base salary based upon the attainment of performance goals and objectives established by our Board. In respect of 2025, Mr. Grimmig’s annual discretionary bonus target was set at 65% of his base salary. Mr. Grimmig’s employment agreement includes non-compete and employee and customer non-solicitation covenants, effective during his employment and for one-year post-termination. Mr. Grimmig is also entitled to receive severance benefits upon a qualifying termination of his employment, as more fully described below under “—Payments and Potential Payments upon Termination or Change of Control”.

		Option Awards									Stock Awards
Name		Number of Shares Underlying Unexercised (#) Options Exercisable		Number of Shares Underlying Unexercised (#) Option Unexercisable		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 ($)			Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($)
Mark Zagorski	1																142,557		$	1,630,852
	2											145,458		$	1,664,040
	3											11,028		$	126,160
	4											148,232		$	1,695,774
	5											182,628		$	2,089,264
	6											62,411		$	713,982
	7		227,918		75,972		$	25.00		12/12/2032		37,500		$	429,000
	8		244,729				$	31.39		12/10/2031
	9		1,083,333				$	6.93		7/28/2030
	10		1,083,333				$	13.86		7/28/2030
Nicola Allais	11																62,203		$	711,602
	2											64,648		$	739,573
	3											4,289		$	49,066
	5											81,168		$	928,562
	6											24,272		$	277,672
	7		98,766		32,920		$	25.00		12/12/2032		16,248		$	185,877
	8		94,127				$	31.39		12/10/2031
	12		19,410				$	31.39		12/10/2031
	13		270,794				$	2.01		1/4/2028
	14		801,883				$	2.01		1/4/2028
Julie Eddleman	15
	15											32,324		$	369,787
	16											4,289		$	49,066
	17											20,292		$	232,140
	18											12,136		$	138,836
	19		83,570		27,856		$	25.00		12/12/2032		13,748		$	157,277
	8		75,301				$	31.39		12/10/2031
Andrew Grimmig	20																46,941		$	537,005
	2											48,485		$	554,668
	3											3,370		$	38,553
	5											60,876		$	696,421
	6											19,069		$	218,149
	7		60,780		20,257		$	25.00		12/12/2032		10,000		$	114,400
	8		56,476				$	31.39		12/10/2031
	21		51,607				$	20.31		2/15/2031
	14		316,173				$	6.45		4/27/2030
	22		167,840				$	6.45		4/27/2030

	Executive contributions in last Fiscal Year		Registrant contributions in last Fiscal Year			Aggregate earnings in last Fiscal Year			Aggregate withdrawals/ distributions		Aggregate balance at last Fiscal Year End(1)
Mark Zagorski(2)(3)		—		$	494,063			—		—		$	1,287,000
Nicola Allais		—			—			—		—			—
Julie Eddleman		—			—		$	7,523		—		$	277,885
Andrew Grimmig		—			—			—		—			—

Name and Triggering Event	Severance or Multiple of Salary and Bonus(1)			Valuation of Equity Vesting Acceleration Assuming Cash- Out/Payment of Long-Term Cash Incentive			Value of Other Benefits(2)			Total
Mark Zagorski
Qualifying termination not in connection with change in control(3)		$	1,340,000			—		$	82,134		$	1,422,134
Qualifying termination in connection with change in control(3)		$	1,340,000		$	8,349,072		$	82,134		$	9,771,206
Change in control			—			—			—			—
Death(4)			—		$	3,421,052			—		$	3,421,052
Disability(4)			—		$	3,421,052			—		$	3,421,052
Nicola Allais
Qualifying termination not in connection with change in control(5)		$	515,000			—		$	41,067		$	556,067
Qualifying termination in connection with change in control(5)		$	515,000		$	2,892,352		$	41,067		$	3,448,419
Change in control			—			—			—			—
Death(4)			—		$	1,500,242			—		$	1,500,242
Disability(4)			—		$	1,500,242			—		$	1,500,242
Julie Eddleman
Qualifying termination not in connection with change in control(6)(7)		$	612,850			—			—		$	612,850
Qualifying termination in connection with change in control(6)(7)		$	612,850		$	947,106			—		$	1,559,956
Change in control			—			—			—			—
Death(4)(8)			—		$	418,853			—		$	418,853
Disability(8)			—		$	418,853			—		$	418,853
Andrew Grimmig
Qualifying termination not in connection with change in control(9)		$	240,000			—		$	20,533		$	260,533
Qualifying termination in connection with change in control(9)		$	240,000		$	2,159,197		$	20,533		$	2,419,730
Change in control			—			—			—			—
Death(4)			—		$	1,130,226			—		$	1,130,226
Disability(4)			—		$	1,130,226			—		$	1,130,226

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, rights, RSUs and PSUs (a)(1)		Weighted-average exercise price of outstanding options, warrants and rights (b)(2)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3)
Equity compensation plans approved by stockholders		19,487,780		$	17.36		50,906,178
Equity compensation plans not approved by stockholders		—			—		—
Total		19,487,780		$	17.36		50,906,178

Pay Versus Performance
Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(1)(2)(3)			Average Summary Compensation Table Total for Non-PEO NEOs(1)			Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)			Value of Initial Fixed $100 Investment Based On(4):						Net Income			Company- Selected Measure: Revenue(5)
Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(1)(2)(3)						Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)			Total Shareholder Return			Peer Group Total Shareholder Return			Net Income			Company- Selected Measure: Revenue(5)
2025		$	11,814,232		$	6,928,240		$	3,892,526		$	1,992,351		$	32		$	173		$	50,650,000		$	748,291,000
2024		$	1,077,618		$	(17,931,769)		$	757,156		$	(4,329,677)		$	53		$	142		$	56,231,000		$	656,849,000
2023		$	10,810,668		$	30,935,066		$	4,347,757		$	8,287,112		$	102		$	110		$	71,466,000		$	572,543,000
2022		$	8,614,364		$	(8,775,469)		$	2,775,377		$	(818,279)		$	61		$	76		$	43,268,000		$	452,418,000
2021		$	7,369,816		$	46,716,620		$	5,698,482		$	16,336,863		$	92		$	113		$	29,308,000		$	332,741,000

2025			PEO		NEO Average
Summary Compensation Table–Total Compensation	(a)	$		11,814,232		3,892,526
– Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	(b)	$		(10,323,721)		(2,885,098)
+ Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	(c)	$		6,658,140		1,487,187
+ Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	(d)	$		(1,269,140)		(407,787)
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	(e)	$		956,235		297,066

2025			PEO		NEO Average
+ 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	(f)	$		(907,506)		(297,754)
– 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	(g)	$		0		(93,789)
= Compensation Actually Paid		$		6,928,240		1,992,351

Name	Fiscal Year		Fees earned or paid in cash ($)		Stock Awards ($)(1)		Option Awards ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Laura B. Desmond		2025		57,500(2)		199,997		—		6,825		—		264,322
Lucy Stamell Dobrin(3)		2025		40,000		199,997		—		—		—		239,997
Sundeep Jain		2025		47,500(4)		199,997		—		—		—		247,497
R. Davis Noell(3)		2025		112,500		199,997		—		—		—		312,497
Rosie Perez		2025		65,000(5)		199,997		—		—		—		264,997
Jennifer Storms		2025		33,750(6)		200,006		—		—		—		233,756
Gary Swidler		2025		50,000(7)		199,997		—		—		—		249,997
Kelli Turner		2025		50,000(8)		199,997		—		7,604		—		257,601
Scott Wagner		2025		60,000(9)		199,997		—		—		—		259,997

Name	Total RSUs Outstanding at 12/31/2025
Laura B. Desmond(a)		34,516
Lucy Stamell Dobrin		14,609
Sundeep Jain		14,609
R. Davis Noell		14,609
Rosie Perez		14,609
Jennifer Storms		14,728
Gary Swidler		14,609
Kelli Turner(b)		23,792
Scott Wagner		14,609

	Compensation Item			Amount
	Annual Cash Retainer			$40,000
	Annual Chairperson Additional Cash Retainer			$60,000
	Committee Member Annual Cash Retainer (Non-Chair)			Audit: $10,000 Compensation: $7,500 Nominating and Governance: $5,000
	Committee Chair Annual Cash Retainer			Audit: $20,000 Compensation: $15,000 Nominating and Governance: $10,000
	Initial Equity Grant (New Board Member)			$200,000 RSU Grant (1-year vesting)
	Annual Equity Grant			$200,000 RSU Grant (1-year vesting)

Director	Audit	Compensation	Nominating and Governance
Laura B. Desmond		X	X*
Lucy Stamell Dobrin
Sundeep Jain		X
R. Davis Noell		X	X
Rosie Perez	X*		X
Jennifer Storms†			X
Gary Swidler	X
Kelli Turner	X
Scott Wagner		X*	X
Mark Zagorski
Number of Meetings	4	5	4