Cash Incentive Compensation
2025 Annual Bonuses
In 2025, Messrs. Burton and Zellmann were eligible to receive performance-based bonuses from the Company. Mr. Burton was eligible to earn a target annual bonus in an amount equal to 50% of his annual base salary, and Mr. Zellmann was eligible to earn a target bonus in an aggregate amount equal to 50% of his annual base salary, half of which is paid on a quarterly basis and the remaining half of which is paid on an annual basis following the end of the fiscal year, respectively. Actual bonus payments are determined by the Company based on achievement of company financial targets as well as individual financial and operational goals established for each executive. Annual bonus amounts earned for 2025 by Messrs. Burton and Zellmann are set forth above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”
Commission Payments
In 2025, Ms. Person was eligible to earn monthly commissions based on the achievement of specified deployment targets, with an uncapped commission opportunity. The aggregate commission earned by Ms. Person for 2025 is set forth above in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”
2025 Discretionary Bonuses
In 2025, the Company awarded Messrs. Burton and Zellmann discretionary bonus payments in connection with their significant efforts in connection with the successful completion of our IPO, which required significant effort outside the named executive officer’s normal responsibilities. Discretionary bonus amounts earned for 2025 by Messrs. Burton and Zellmann are set forth above in the Summary Compensation Table in the column entitled “Bonus.”
Equity Compensation
Prior Equity Plans — JCAP TopCo, LLC 2018 Underlying Units Plan and Management Invest, LLC 2018 Management Incentive Plan
Prior to our IPO, equity-based awards for the named executive officers were granted in the form of profits interests, which entitled the holder to a portion of the profits and appreciation in the equity value of JCAP TopCo, LLC arising after the date of grant.
Such awards were granted pursuant to the terms of the JCAP Topco, LLC 2018 Underlying Units Plan (the “JCAP Plan”) and the Management Invest, LLC 2018 Management Incentive Plan (the “Management Invest Plan”). Pursuant to the JCAP Plan, JCAP TopCo, LLC issued awards of Class B Units to Management Invest, LLC, which in turn issued corresponding awards of Class B Units in Management Invest, LLC under the Management Invest Plan to employees and directors of JCAP TopCo, LLC and its subsidiaries, including our named executive officers. Management Invest, LLC was formed as a separate company to hold the equity interests granted to these individuals in order to allow such individuals to hold units which mirror the economics of units directly in JCAP TopCo, LLC, while avoiding certain adverse tax and employment consequences that could have otherwise applied. The Class B Units granted pursuant to these plans were intended to constitute profits interests for federal income tax purposes.
Class B Unit Grants
In 2025, none of our named executive officers received any Class B Units. On October 30, 2018, we granted Class B Units in Management Invest, LLC to each of our named executive officers. Mr. Burton was granted 11,628,343 units, Mr. Zellmann was granted 1,377,041 units and Ms. Person was granted 1,224,036 units, respectively, of which 24% (“Tier I Units”) had an original distribution threshold of $1.00 per unit, 24% (“Tier II Units”) had an original distribution threshold of $2.00 per unit, 26% (“Tier III Units”) had a distribution threshold of $2.50 per unit and 26% (“Tier IV Units”) had a distribution threshold of $3.00 per unit In addition, Mr. Zellmann was granted an additional award of 550,000 Class B Units on July 20, 2021, which was also divided into four tiers as follows: 125,000 Tier I Units, which had an original distribution threshold of $2.47 per unit, 125,000 Tier II Units, which had an original distribution threshold of $3.15 per unit, 150,000 Tier III Units, which had an original distribution threshold of $3.50 per unit and 150,000 Tier IV Units, which had an original distribution threshold of $3.75 per unit.
