Narrative to Summary and Supplemental Compensation Tables
2025 Salaries
Our NEOs receive a base salary to compensate them for services rendered to our Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The base salaries of our NEOs are reviewed from time to time and adjusted when our Compensation Committee determines an adjustment is appropriate.
Effective August 12, 2024, our NEOs agreed to a four percent decrease in base salary as part of our cost reduction initiatives. Ms. Landsem’s annual base salary decreased from $500,000 to $480,000. Mr. Vos’ annual base salary decreased from $470,000 to $451,200. Ms. Holt’s annual base salary decreased from $450,000 to $432,000. Effective October 13, 2025, Ms. Crane was appointed as the Company’s fractional Chief Financial Officer. Ms. Crane was employed by Business Talent Group, LLC (“BTG”), and provided her services pursuant to the Consulting Project Details No. 2 to the Master Consulting Services Agreement between the Company and BTG (the “Consulting Project Agreement”). Pursuant to the Consulting Project Agreement, the Company paid BTG $170,000 for the services rendered by Ms. Crane from October 13, 2025 until January 22, 2026.
2025 Bonuses
We maintain an annual performance-based bonus program in which Ms. Landsem and Mr. Vos participated in 2025. The 2025 annual bonuses were targeted at (i) 80% of Ms. Landsem’s base salary; and (ii) $300,000 for Mr. Vos. Although Ms. Holt was initially eligible to participate in the 2025 annual performance-based bonus program at a target amount of 50% of her base salary, due to her resignation in November 2025, prior to the end of the performance period, she became ineligible to receive a bonus for 2025 performance. Ms. Crane was not eligible to participate in the 2025 annual performance-based bonus program.
Our corporate performance objectives for NEOs under our 2025 bonus plan were comprised entirely of achievement of certain net revenue and Adjusted EBITDA targets. Following its review and determinations of corporate performance for 2025, our Compensation Committee and Board determined that the financial targets were not achieved. As a result, our NEOs did not receive bonuses for 2025 performance.
Equity-Based Compensation
In connection with our initial public offering in November 2021, we adopted the Omnibus Plan and the ESPP. In connection with the adoption of the Omnibus Plan, we ceased granting awards under the 2021 Equity Incentive Plan (the “2021 Plan”).
Ms. Landsem’s and Mr. Vos’ IPO-Related RSUs
On January 4, 2022, Ms. Landsem and Mr. Vos received grants of 32,582 RSUs and 32,582 RSUs, respectively, which vested in eight equal quarterly installments from April 2022 to April 2024. These grants were related to the successful completion of the Company’s IPO and are not otherwise part of our regular executive compensation program.
Ms. Landsem’s Equity Awards under CEO Employment Agreement
On March 5, 2023, the Company entered into an employment agreement with Ms. Landsem for her service as Chief Executive Officer (the “CEO Employment Agreement”), which became effective on March 6, 2023. On March 6, 2023, Ms. Landsem received a grant of 120,772 RSUs pursuant to the terms of the CEO Employment Agreement, the applicable RSU Award Agreement and the Omnibus Plan, which vest in quarterly installments from June 30, 2023 through December 31, 2026 as set forth in the CEO Employment Agreement and are subject to Ms. Landsem’s continued employment. On March 6, 2023, Ms. Landsem also received a grant of 120,772 PSUs, pursuant to the terms of the CEO Employment Agreement, the applicable PSU Award Agreement and the Omnibus Plan, which vest annually, provided the volume-weighted average price of the Company’s common stock over trailing ten (10) trading days (“10-Day VWAP”) equals or exceeds $112.50, $150.00 and $187.50, respectively, and subject to Ms. Landsem’s continued employment.
Mr. Vos’ Equity Awards under President & CIO Employment Agreement
On January 9, 2024, the Company entered into a second amendment to the employment agreement with Mr. Vos (the “President & CIO Employment Agreement”) under which he received an initial grant of
