Unity Software Inc DEF 14A, filed Mar 27, 2026

Unity Software Inc. (U)

DEF 14A 2026-03-27 For: 2026-05-13

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Added on June 12, 2026

About this DEF 14A

Unity Software Inc filed this DEF 14A on March 27, 2026.

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			How to Cast Your Vote Vote by Internet www.proxyvote.com Vote by Telephone 1-800-690-6903 Vote by Mail Mail your signed proxy card Note for Street Name Holders: If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you a voting instruction form. Your vote is important. Please vote your shares as soon as possible.
DEAR STOCKHOLDERS OF UNITY SOFTWARE INC.: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Unity Software Inc., a Delaware corporation (“Unity” or the “Company”) on Wednesday, May 13, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting and will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/U2026. Online check-in will begin at 8:45 a.m. Pacific Time. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day prior to the meeting. If you would like to view the list, please email us at ir@unity.com. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:







	1.	To elect the three nominees for Class III directors named in the accompanying proxy statement to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.
	2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026.
	3.	To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.
	4.	To conduct any other business properly brought before the meeting.



QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1


PROPOSAL 1 ELECTION OF DIRECTORS	8


INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	16
Board Leadership Structure ................................................................................................................................................................	16
Role of the Board in Risk Oversight ..................................................................................................................................................	16
Attendance and Meetings of the Board of Directors .......................................................................................................................	17
Information Regarding Committees of the Board of Directors ......................................................................................................	18
Director Independence ........................................................................................................................................................................	18
Audit Committee ...................................................................................................................................................................................	19
Report of the Audit Committee of the Board of Directors ...............................................................................................................	20
Human Capital and Compensation Committee ...............................................................................................................................	21
Human Capital and Compensation Committee Interlocks and Insider Participation .................................................................	21
Nominating and Corporate Governance Committee .......................................................................................................................	22
Director Nominations ............................................................................................................................................................................	23
Non-Employee Director Compensation ............................................................................................................................................	23
Stockholder Communications with the Board of Directors .............................................................................................................	26
Corporate Governance ........................................................................................................................................................................	27


PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	28
Principal Accountant Fees and Services ..........................................................................................................................................	28
Pre-Approval Policies and Procedures .............................................................................................................................................	28


PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION	30


EXECUTIVE OFFICERS	31


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	33
Delinquent Section 16(a) Reports ......................................................................................................................................................	35
Securities Authorized for Issuance Under Equity Compensation Plans ......................................................................................	35



COMPENSATION DISCUSSION AND ANALYSIS	37
Overview ................................................................................................................................................................................................	37


Our Fiscal Year 2025 Named Executive Officers ............................................................................................................................	37
Stockholder Engagement in Fiscal Year 2025 .................................................................................................................................	38
Stock-Based Compensation Expense and Dilution ........................................................................................................................	40
New CFO Compensation ....................................................................................................................................................................	41
Recent Fiscal Year 2026 Compensation Decisions ........................................................................................................................	42
Objectives, Philosophy and Elements of Executive Compensation .............................................................................................	42
Executive Compensation Governance ..............................................................................................................................................	44
How We Determine Executive Compensation .................................................................................................................................	44
▪Role of our Human Capital and Compensation Committee, Management and the Board ...........................................	44
▪Role of our Compensation Consultant ..................................................................................................................................	45
▪Role of our Compensation Peer Group .................................................................................................................................	45
Factors Used in Determining Executive Compensation .................................................................................................................	46
Fiscal Year 2025 Executive Compensation Program ......................................................................................................................	46
Other Compensation Policies and Information ................................................................................................................................	53
▪Employee Benefits and Perquisites .......................................................................................................................................	53
▪Stock Ownership and Holding Guidelines ............................................................................................................................	53
▪Clawback Policy .......................................................................................................................................................................	54
▪Insider Trading, Anti-Hedging and Anti-Pledging Policies ..................................................................................................	54
▪Equity Award Grant Practices .................................................................................................................................................	54
▪Tax and Accounting Implications ............................................................................................................................................	54
▪Compensation Risk Assessment ............................................................................................................................................	54
Human Capital and Compensation Committee Report ..................................................................................................................	55
Executive Compensation .....................................................................................................................................................................	56
▪Summary Compensation Table ..............................................................................................................................................	56
▪Grants of Plan-Based Awards in Fiscal Year 2025 ..............................................................................................................	58
▪Outstanding Equity Awards at 2025 Year-End .....................................................................................................................	60
▪Options Exercised and Stock Vested in 2025 ......................................................................................................................	62
▪Pension Benefits .......................................................................................................................................................................	62
▪Nonqualified Deferred Compensation ...................................................................................................................................	62
▪Agreements with Our Named Executive Officers ................................................................................................................	62
▪Potential Payments upon Termination or Change in Control .............................................................................................	65
▪CEO Pay Ratio ..........................................................................................................................................................................	66
▪Pay Versus Performance ........................................................................................................................................................	67


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	71


HOUSEHOLDING OF PROXY MATERIALS	72


OTHER MATTERS	73


	Q.			Why did I receive a notice regarding the availability of proxy materials on the internet?
	A.			Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we have sent most stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). All stockholders who received a Notice will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. We provided some of our stockholders, including those who previously requested to receive them, with paper copies of the proxy materials instead of the Notice. If you received paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials by signing up to receive all of your future proxy materials electronically.


	Q.			How do I attend the Annual Meeting?
	A.			The Annual Meeting will be held virtually and will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/U2026. If you are a stockholder of record, you will be asked to provide the control number from your Notice. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank. The audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow reasonable time for the check-in procedures.


	Q.			Where can I get technical assistance?
	A.			If you have difficulty accessing the meeting, please call the phone number listed at www.virtualshareholdermeeting.com/U2026.


	Q.			For the Annual Meeting, how do I ask questions of management and the Board?
	A.			Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/U2026. During the live Q&A session of the Annual Meeting, we may answer questions as they come in to the extent relevant to the business of the Annual Meeting and as time permits.


	Q.			If I miss the Annual Meeting, will there be a replay posted online?
	A.			Yes, a replay of the Annual Meeting webcast will be available at our Investor Relations website at investors.unity.com for 60 days following the meeting.


	Q.			Who is entitled to vote at the Annual Meeting?
	A.			Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. As of the Record Date, there were 436,330,028 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. Stockholder of Record: Shares Registered in Your Name If your shares are registered directly in your name with our transfer agent, Computershare Trust Company N.A., then you are a stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote online at the Annual Meeting. Beneficial Owner: Shares Registered in the Name of a Broker or Bank If your shares are held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice was forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. Beneficial owners are also invited to attend the Annual Meeting. Beneficial owners who did not receive a 16-digit control number from their broker or bank, and who wish to attend the Annual Meeting, should follow the instructions from their broker or bank, including any requirement to obtain a legal proxy. Most brokers or banks allow a beneficial owner to obtain a legal proxy either online or by mail. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction card for you to use to direct your broker, bank or other nominee how to vote your shares.


	Q.			How do I vote?
	A.			The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker or other nominee: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record entitled to vote at the Annual Meeting, you may: •instruct the proxy holder or holders on how to vote your shares by using the internet voting site or the toll- free telephone number listed on the Notice, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 12, 2026 (have the Notice or proxy card ready when you call or visit the website); •instruct the proxy holder or holders on how to vote your shares by completing and mailing your proxy card to the address indicated on your proxy card (if you received printed proxy materials), which must be received by the time of the Annual Meeting; or •vote your shares at the Annual Meeting. To attend and participate in the Annual Meeting, stockholders of record will need to use their control number on their Notice or proxy card to log in to www.virtualshareholdermeeting.com/U2026. Beneficial Owner: Shares Registered in the Name of Broker or Bank If you are a beneficial owner entitled to vote at the Annual Meeting, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate the various methods by which you may vote, including whether internet or telephone voting is available.


	Q.			What matters am I voting on?
	A.			•The election of the three nominees for Class III directors named herein to serve until our 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”); •Ratification of the appointment by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 (“Proposal 2”); and •Advisory approval of the compensation of our named executive officers, as disclosed in this proxy statement in accordance with SEC rules (“Proposal 3”).


	Q.			What if another matter is properly brought before the meeting?
	A.			The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy (each, a “Proxyholder”) to vote on those matters in accordance with their best judgment. This discretionary authority is granted by the execution of the form of proxy or voting instructions.


	Q.			How many votes do I have?
	A.			On each matter to be voted upon, you have one vote for each share of Unity common stock you own as of March 20, 2026.


	Q.			If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
	A.			If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For all” of the director nominees in Proposal 1 and “For” each of Proposals 2 and 3. If any other matter is properly presented at the meeting, your Proxyholder will vote your shares using their best judgment.


	Q.			When are stockholder proposals and director nominations due for next year’s annual meeting?
	A.			With respect to proposals to be included in next year’s proxy materials, your proposal must be submitted in writing by November 27, 2026 to Unity Software Inc., Attn: Corporate Secretary, 116 New Montgomery Street, San Francisco, CA 94105 and comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). With respect to proposals (including director nominations) not to be included in next year’s proxy materials pursuant to Rule 14a-8 of the Exchange Act, our amended and restated bylaws (“Bylaws”) provide that your proposal must be submitted in writing between January 13, 2027 and February 12, 2027 to Unity Software Inc., Attn: Corporate Secretary, 116 New Montgomery Street, San Francisco, CA 94105 and comply with the requirements in our Bylaws, provided, however, that if our 2027 Annual Meeting of Stockholders is held before April 13, 2027 or after June 12, 2027, then the proposal must be received by us no earlier than 120 days prior to such annual meeting and no later than the later of (i) 90 days prior to the date of such meeting or (ii) if later than the 90th day prior to such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by us. You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals, including director nominations.


	Q.			If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
	A.			If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries that are subject to New York Stock Exchange (“NYSE”) rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. Proposals 1 and 3 are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.


	Q.			Who is paying for this proxy solicitation?
	A.			We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.


	Q.			What does it mean if I receive more than one Notice?
	A.			If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.


	Q.			Can I change my vote after submitting my proxy?
	A.			Stockholder of Record: Shares Registered in Your Name Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways: •You may submit another properly completed proxy card with a later date. •You may grant a subsequent proxy by telephone or through the internet. •You may send a timely written notice that you are revoking your proxy to Unity Software Inc., Attn: Corporate Secretary at 116 New Montgomery Street, San Francisco, CA 94105. Such notice will be considered timely if it is received on the business day one week preceding the date of the Annual Meeting. •You may attend the Annual Meeting and vote online, but attending the meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or internet proxy is the one that is counted. Beneficial Owner: Shares Registered in the Name of Broker or Bank If your shares are held by your broker, bank as a nominee or other agent, you should follow the instructions and deadlines provided by your broker, bank or other agent to revoke or change your vote.


Q.	What vote is required for adoption or approval of each proposal and how will votes be counted?

A.	Proposal No.	Proposal Description	Vote Required for Approval	Voting Options	Effect of Abstentions or Withhold votes, as applicable	Effect of Broker Non- Votes	Board Recom- mendation
	1	Election of the three nominees for Class III directors named in this Proxy Statement to serve until our 2029 annual meeting of stockholders	Plurality of the votes of the shares present at the meeting or represented by proxy duly authorized and entitled to vote generally on the election of directors	For or Withhold	No effect	No effect	For all nominees
	2	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026	Majority of the voting power of the shares present at the meeting or represented by proxy duly authorized and entitled to vote on the matter	For, Against or Abstain	Against	Not applicable	For
	3	Advisory approval of the compensation of our named executive officers	Majority of the voting power of the shares present at the meeting or represented by proxy duly authorized and entitled to vote on the matter	For, Against or Abstain	Against	No effect	For


	Q.			What are “broker non-votes”?
	A.			When a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non- routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.” Proposals 1 and 3 are considered to be “non-routine” under NYSE rules. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.


	Q.			What is the quorum requirement for the meeting?
	A.			A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares of common stock entitled to vote are present at the meeting or represented by proxy. On the Record Date, there were 436,330,028 shares outstanding and entitled to vote. Thus, the holders of 218,165,015 shares must be present by remote communication at the meeting or represented by proxy at the meeting to have a quorum. Abstentions, withhold votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the meeting or the holders of a majority of the voting power of the shares present at the meeting or represented by proxy may adjourn the meeting to another date.


	Q.			How can I find out the results of the voting at the Annual Meeting?
	A.			Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K that we expect to file with the SEC after the Annual Meeting.


Qualification / Skill	Number of Directors
CEO Experience	5
Financial Expertise	6
Technical Expertise	1
Software Expertise	5
Product Expertise (Gaming, Adtech, Education, Consumer)	4
HR & Talent	1
Cybersecurity and Privacy	1



		Matthew Bromberg

		Mr. Bromberg has served as our President and Chief Executive Officer, and member of our Board, since May 2024. Mr. Bromberg previously served as a Senior Advisor to Blackstone, a global alternative asset manager, from March 2022 until May 2024. He served on the board of directors of Bumble Inc., a public technology company from July 2020 to June 2025. From 2018 to 2021, he served on the board of directors of Fitbit, Inc. where he was a member of both the compensation and nominating and governance committees. From August 2016 to November 2021, Mr. Bromberg served as Chief Operating Officer at Zynga Inc., a mobile social game developer. Prior to Zynga, he held various leadership roles at Electronic Arts Inc., a video game company, including Senior Vice President of Strategy and Operations of the company’s mobile division and Group General Manager for all BioWare studios worldwide. Earlier in his career, he served as the President and Chief Executive Officer of Major League Gaming, a professional esports organization. Mr. Bromberg holds a B.A. in English from Cornell University and a J.D. from Harvard Law School. Mr. Bromberg was selected to serve on our Board because of the perspective and experience he brings as our President and Chief Executive Officer, as well as his experience in the gaming and entertainment industries.

Age: 59
Board Member Since: 2024 Unity President and Chief Executive Officer


		Keisha Smith

		Since January 2025, Ms. Smith has served as the Executive Vice President and Chief People & Culture Officer of Four Seasons Hotels and Resorts, a hospitality company. From August 2018 until June 2024, she served as the Chief People Officer of Tory Burch, an American fashion label. From January 2013 until August 2018, she served as Chief Human Resources Officer of News Corporation, a mass media and publishing company. From July 2001 to December 2012, she served in various roles, including as Global Co-Head of Talent Management, at Morgan Stanley, a multinational investment bank and financial services company. Ms. Smith holds a B.A. in International Relations from the University of Virginia. Ms. Smith was selected to serve on our Board because of her leadership experience and expertise in talent development strategy and operations.

Age: 48
Board Member Since: 2021 Committee Service: HCCC and NCGC (Chair)


		James M. Whitehurst

		Mr. Whitehurst has served as a member of our Board since October 2023. From May 2024 to May 2025, he served as our Executive Chair of the Board and a Senior Advisor to the Company. Prior to that, he served as our Interim President and Chief Executive Officer from October 2023 to May 2024. He serves as a Managing Director at Silver Lake, a technology investment firm, a role he has held since May 2024 and where he was previously a Senior Advisor beginning in March 2021. Mr. Whitehurst also served as the Interim Co-CEO of Qualtrics from October 2025 to February 2026. Prior to Silver Lake, Mr. Whitehurst served as a Senior Advisor at International Business Machines Corporation (“IBM”), a global technology company, from July 2021 to May 2022, after serving as President from April 2020 to July 2021 and as Senior Vice President from July 2019 to April 2020. From January 2008 to April 2020, he served as Chief Executive Officer of Red Hat, Inc., an open source software company, including through Red Hat’s acquisition by IBM in July 2019. Prior to joining Red Hat, Mr. Whitehurst held various leadership positions at Delta Air Lines, Inc., a global airline operator, from January 2002 to August 2007, and Boston Consulting Group, a management consulting firm, from September 1989 to December 2001. Mr. Whitehurst has served on the Boards of Directors of United Airlines Holdings, Inc., a publicly traded global airline operator, since March 2016, Amplitude, Inc., a publicly traded digital analytics company, since September 2021, Tanium Inc., a privately-held cybersecurity and systems management company, since January 2022, and Software AG, a software company traded on a foreign stock exchange, since January 2023. Mr. Whitehurst previously served on the Boards of Directors of multiple publicly traded companies, including Red Hat, from January 2008 to July 2019, SecureWorks Corp., a cybersecurity company, from April 2016 to April 2019, and DigitalGlobe, Inc., a builder and operator of satellites for digital imaging, from August 2009 to May 2016. Mr. Whitehurst received a B.A. in Computer Science and Economics from Rice University and an M.B.A. from Harvard Business School. Mr. Whitehurst was selected to serve on our Board because of the perspective and experience he brings from serving previously as our Interim President and Chief Executive Officer, as well as his experience in the technology industry and his experience as an executive and board member at publicly traded companies.

Age: 58
Board Member Since: 2023 Title: Chair of the Board



	The Board of Directors recommends a vote “FOR” each named nominee.


		Roelof Botha

		Since January 2003, Mr. Botha has served in various positions including most recently as a Partner at Sequoia Capital, a venture capital firm, since 2007. From March 2000 to June 2003, Mr. Botha served in various positions at PayPal, Inc., a public online payments company, including as Chief Financial Officer. Mr. Botha currently serves on the boards of directors of Block, Inc., a provider of payment processing and financial and marketing services, MongoDB, Inc., a cross-platform database program, Natera, Inc., a genetic testing company, as well as a number of privately-held companies. He previously served on the boards of 23andMe Holding Co., a personal genetics company, Bird Global, Inc., an electric vehicle ridesharing company, and Eventbrite, Inc., a global platform for live experiences. Mr. Botha holds a B.S. in actuarial science, economics and statistics from the University of Cape Town and an M.B.A. from the Stanford University Graduate School of Business. Mr. Botha was selected to serve on our Board due to his knowledge of the technology industry and experience serving on the boards of directors of public companies.

Age: 52
Board Member Since: 2009 Title: Lead Independent Director Committee Service: Audit Committee (“AC”)


		Shlomo Dovrat

		In 2000, Mr. Dovrat co-founded Viola Group, a technology investment group, and Viola Ventures, a venture capital firm, where he currently serves as Managing Partner. He currently serves as a member of the board of directors of Teads Holding Co., and on the board of several privately held technology companies. Prior to founding Viola, Mr. Dovrat founded and served as CEO of Oshap Technologies and Teconmatix, Israeli technology companies, both publicly traded and subsequently sold in 1999 and 2005, respectively. Mr. Dovrat served on the board of ironSource prior to its merger with us. Mr. Dovrat has been and continues to be active in various non-governmental organizations and serves as the Chairman of the Aaron Institute for Economic Policy and as Chairman of Pnima, an Israeli social movement. Mr. Dovrat served as the Chairman of the Israel Democracy Institute from 2009 to 2012, and as the Chairman of the National Taskforce for the Advancement of Education in Israel from 2003 to 2005. Mr. Dovrat was selected to serve on our Board because of his experience both investing in and managing companies in the technology industry.

Age: 66
Board Member Since: 2022 Committee Service: HCCC


		Bernard Kim (Director Elect)

		Mr. Kim served as Chief Executive Officer and a director of Match Group, Inc., a provider of digital technologies, from May 2022 to February 2025. Prior to that, Mr. Kim served as President of Publishing of Zynga Inc. (“Zynga”), a mobile video game developer, from June 2016 until May 2022, where he oversaw various functions including global marketing, user acquisition, revenue, communications, consumer insights, data science, product management, and mergers and acquisitions. Prior to joining Zynga, Mr. Kim spent nearly 10 years at Electronic Arts Inc. ("EA"), a digital interactive entertainment company, as the company's Senior Vice President of Mobile Publishing. In that role, he oversaw EA's mobile distribution, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, third-party publishing, and mergers and acquisitions. Before joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt Disney Company, where he led sales and retail for Disney Mobile. Mr. Kim previously served on the board of directors of Five Below, Inc., a specialty value retailer, from June 2022 to July 2025. Mr. Kim holds an undergraduate degree in both economics and communications from Boston College. Mr. Kim was selected to serve on our Board because of his senior leadership experience with large-scale, public growing gaming and technology companies, as well as his experience with ad technology and strategic executive oversight of cybersecurity and data privacy policy.

Age: 49
Board Member Since: 2026 Committee Service: NCGC (with effect from May 1, 2026)


		Robynne Daly

		Ms. Daly serves on the boards of Ridgeline, Inc. and Lyra Health, Inc., which are privately-held companies, and on the board of trustees of the University of Hawaii Foundation. From August 2012 until April 2024, Ms. Daly held various positions at Workday, Inc., a public human resources and financial management software company, including Vice Chair from February 2023, Co-President from February 2018 to February 2023, Chief Financial Officer from April 2016 to January 2022 and Senior Vice President and Chief Accounting Officer from August 2012 to April 2016. From June 2009 to August 2012, Ms. Daly served as Chief Accounting Officer and Corporate Controller at VMware, Inc., a software company. Ms. Daly also previously served as Senior Vice President and Chief Accounting Officer at VeriSign Inc., and held senior finance positions at Oracle Corporation, Visa Inc., GE Capital, and Ford Motor Company. Ms. Daly holds a B.A. in economics and accounting from Claremont McKenna College and an M.B.A. in finance from Golden Gate University. Ms. Daly was selected to serve on our Board because of her experience working in the software and technology industries and her expertise in finance.

Age: 60
Board Member Since: 2017 Committee Service: AC (Chair)


		Egon Durban

		Mr. Durban joined Silver Lake, a global technology investment firm, in 1999 as a founding principal and has served as the firm’s Co-Chief Executive Officer and Managing Partner since December 2019. He also serves on the board of directors of Dell Technologies Inc., a leader in the global technology industry focused on providing broad and innovative technology solutions for the data and artificial intelligence era, TKO Group Holdings, Inc., a premium sports and entertainment company, and several privately-held companies. Mr. Durban has also served as a director at Endeavor Group Holdings, Inc., an entertainment, sports and media platform, since 2012 and remains a director following it ceasing to be a public company in 2025. Mr. Durban has also served as a director of Motorola Solutions, Inc., a multinational telecommunications company, from 2015 to 2024, Pivotal Software, Inc., a software and services company, from 2016 until its acquisition in 2019, Qualtrics International Inc., a customer experience management company since 2021, and remains a director following it ceasing to be a public company in 2023, SecureWorks Corp., an information security services company, from 2015 to 2020, Twitter, Inc., a social networking service, from 2020 to 2022, and VMware, Inc., a software company, from 2016 to 2023. Mr. Durban holds a B.S.B.A in Finance from Georgetown University. Mr. Durban was selected to serve on our Board because of his significant knowledge of the technology industry and experience as a director of publicly and privately-held technology companies.

Age: 52
Board Member Since: 2017


		Barry Schuler

		In 2006, Mr. Schuler co-founded the DFJ Growth Fund, where he currently serves as Managing Director and Partner. From 1995 to 2002, Mr. Schuler held various roles at America Online Inc., a web portal and online service provider, including Chairman and Chief Executive Officer. Mr. Schuler serves on the board of a number of privately-held companies. Mr. Schuler holds a B.A. in psychology from Rutgers University. Mr. Schuler was selected to serve on our Board due to his knowledge of the technology and entertainment industries, his experience as a chief executive officer, and his experience serving on the boards of directors of fast-growing technology companies.

Age: 72
Board Member Since: 2016 Committee Service: AC, HCCC (Chair)


Director	Audit Committee	Human Capital and Compensation Committee	Nominating and Corporate Governance Committee
Roelof Botha (Lead Independent Director)(1)	§
Mary Schmidt Campbell, Ph.D.(2)			§
Robynne Daly	§
Shlomo Dovrat		§
Barry Schuler	§	§
Keisha Smith		§	§
Total meetings in the year ended December 31, 2025	7	4	4