Restrictive Covenants
Messrs. King and Kawaja each remain subject to certain restrictive covenant obligations, including (i) non-solicitation of employees for the twelve months following the applicable NEO’s termination date, (ii) perpetual mutual non-disparagement, and (iii) perpetual confidentiality.
Non-Employee Director Compensation
Our non-employee directors receive equity awards and cash retainers pursuant to our Outside Director Compensation Policy, which we last updated on July 1, 2024 (the “Policy”), as compensation for service on our Board of Directors and its committees. The Policy is intended to enable us to attract qualified non-employee directors, provide the non-employee directors with compensation at a level that is consistent with our compensation objectives and, in the case of equity-based compensation, align their interests with those of our stockholders.
Under the updated Policy, non-employee directors will receive the following annual cash retainers, payable in quarterly installments:
• | Non-executive board chair: $55,000 |
• | Audit committee chair: $20,000 |
• | Audit committee member: $12,000 |
• | Human Capital Management committee chair: $15,000 |
• | Human Capital Management committee member: $10,000 |
• | Nominating and Corporate Governance committee chair: $12,000 |
• | Nominating and Corporate Governance committee member: $8,000 |
Pursuant to the Policy, our non-employee directors can elect to receive RSUs in lieu of cash for all or a portion of their annual retainer. The number of RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the average closing price of our Class A common stock for the 10 trading days prior to, and including, the grant date. In 2025, Mr. Grabowski and Bruce Haase, Ms. Lee and Ms. Yang each elected to receive RSUs in lieu of cash for their annual cash retainer. Accordingly, in lieu of the cash payments that would typically be made for the applicable quarterly installment, we granted fully vested RSUs on four separate dates during 2025, resulting in aggregate grants of 15,162 RSUs to Mr. Grabowski, 12,804 RSUs to Mr. Haase, 3,970 RSUs to Ms. Lee, and 6,904 RSUs to Ms. Yang.
Further, pursuant to the Policy, non-employee directors receive an annual equity-based award with a grant date value of $110,000, subject to their continued service on our Board of Directors through the applicable vesting date (which amount will be pro-rated, as applicable, for new directors). We granted 12,511 RSUs on May 21, 2025, to each of Mr. Grabowski, Jair Clarke, Mr. Haase and Chelsea A. Grayson, which for Mr. Grabowski will be eligible to vest on the earlier of (x) the date of our 2026 Annual Meeting or (y) May 21, 2026. Messrs. Clarke and Haase and Ms. Grayson each resigned from the Board on April 1, 2026, and forfeited their outstanding RSUs. In connection with their respective commencement of service on our Board, on June 16, 2025, we granted 11,620 RSUs to Ms. Yang, and on August 25, 2025, we granted 9,221 RSUs to Ms. Lee. These RSU awards are eligible to vest, subject to continued service, on the earlier of (x) the date of our 2026 Annual Meeting or (y) May 21, 2026.
Pursuant to our OIP, the maximum number of shares of our Class A common stock that may be granted during a single fiscal year to a non-employee director, together with any cash fees paid during the fiscal year, may not exceed $650,000 in total value or for newly appointed non-employee directors, $1,000,000 in total value during the initial annual period, in each case calculated using the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.
In addition to annual cash and equity awards, we reimburse all our non-employee directors for their reasonable travel expenses incurred in attending meetings of our Board of Directors or committees. Our non-employee directors are eligible to receive other compensation and benefits, including reasonable personal benefits and perquisites, as determined by our Board of Directors from time to time.
