v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

The following table shows the total compensation for our NEOs as set forth in the Summary Compensation Table for the applicable year, the “compensation actually paid” to our CEO, and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the Nasdaq Computer Index, our net income / (loss), and our Company-Selected Measure, Adjusted EBITDA.

 

 

 

 

 

 

Value of Initial Fixed $100

 

 

 

 

 

 

 

Investment Based On:

 

 

 

 

 

Average

Average

 

Peer

Net

Adjusted

Fiscal

SCT

CAP

SCT

CAP

 

Group

Income / (Loss)

EBITDA5

Year

for CEO

to CEO

for Other NEOs

to Other NEOs

TSR

TSR

 ($ in 000s)

($ in 000s)

(a)

(b)1

 (c)2

(d)3

(e)2

(f)4

(g)4

(h)

(i)6

2025

$6,083,236

$7,795,133

$2,785,250

$5,576,205

$228.91

$230.83

($31,509)

$278,665

2024

$26,156,274

$227,215,248

$11,697,213

$68,187,154

$202.36

$179.51

($69,771)

$193,022

2023

$18,868,639

$32,576,149

$8,019,657

$11,369,482

$99.21

$131.64

($187,481)

$129,393

2022

$20,727,503

$7,337,947

$9,317,813

$5,706,542

$91.90

$79.08

($279,239)

$92,180

2021

$216,454,457

$191,673,896

$30,229,669

$32,002,898

$94.71

$123.13

($249,563)

$63,255

____________________

1 The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Steinberg, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the fiscal year 2025 Summary Compensation Table in this proxy statement and the Summary Compensation Tables in our fiscal year 2021, 2022, 2023, and 2024 proxy statements.

 

2 The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC Topic 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

 

Fiscal

Year

Executives

(CEO & NEO Average)

SCT

Grant Date Value of New Awards

Year End Value of New Awards

Change in Value of Prior Awards

Change in Value of Vested Awards Granted in Prior Fiscal Years

Fair Value of Vested Awards Granted and Vested in Current Fiscal Year

Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions

Value of Dividends Paid on Equity Awards not reflected in Fair Value

Total Equity CAP

CAP

 

 

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(c)=(i)+(ii)+(iii)+(iv)+(v)+(vi)

(d) =(a)-(b)+(c)

2025

CEO

$6,083,236

($1,869,577)

$0

$10,690,089

($7,108,615)

$0

$0

$0

$3,581,474

$7,795,133

Other NEOs

$2,785,250

$0

$0

$2,960,193

($169,237)

$0

$0

$0

$2,790,955

$5,576,205

____________________

(a) The dollar amounts reported in the Summary Compensation Table for 2025.

(b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2025.

(c) The recalculated value of equity awards for 2025.

(d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.

3 The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table in this proxy statement. For each of 2021, 2022, 2023, 2024, and 2025, the other NEOs were: Christopher Greiner and Steven Gerber.

4 TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $8.89, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Nasdaq

Computer Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

5 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Loss and for a discussion of management’s use of non-GAAP measures.

 

6 We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to the CAP to our CEO and Other NEOs in 2025, consistent with the targets used for our incentive programs. See “Compensation Discussion and Analysis” for additional information.

       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Steinberg, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the fiscal year 2025 Summary Compensation Table in this proxy statement and the Summary Compensation Tables in our fiscal year 2021, 2022, 2023, and 2024 proxy statements.        
Peer Group Issuers, Footnote TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $8.89, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Nasdaq

Computer Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

       
PEO Total Compensation Amount $ 6,083,236 $ 26,156,274 $ 18,868,639 $ 20,727,503 $ 216,454,457
PEO Actually Paid Compensation Amount $ 7,795,133 227,215,248 32,576,149 7,337,947 191,673,896
Adjustment To PEO Compensation, Footnote The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC Topic 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

 

Fiscal

Year

Executives

(CEO & NEO Average)

SCT

Grant Date Value of New Awards

Year End Value of New Awards

Change in Value of Prior Awards

Change in Value of Vested Awards Granted in Prior Fiscal Years

Fair Value of Vested Awards Granted and Vested in Current Fiscal Year

Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions

Value of Dividends Paid on Equity Awards not reflected in Fair Value

Total Equity CAP

CAP

 

 

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(c)=(i)+(ii)+(iii)+(iv)+(v)+(vi)

(d) =(a)-(b)+(c)

2025

CEO

$6,083,236

($1,869,577)

$0

$10,690,089

($7,108,615)

$0

$0

$0

$3,581,474

$7,795,133

Other NEOs

$2,785,250

$0

$0

$2,960,193

($169,237)

$0

$0

$0

$2,790,955

$5,576,205

____________________

(a) The dollar amounts reported in the Summary Compensation Table for 2025.

(b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2025.

(c) The recalculated value of equity awards for 2025.

(d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.

       
Non-PEO NEO Average Total Compensation Amount $ 2,785,250 11,697,213 8,019,657 9,317,813 30,229,669
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,576,205 68,187,154 11,369,482 5,706,542 32,002,898
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC Topic 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

 

Fiscal

Year

Executives

(CEO & NEO Average)

SCT

Grant Date Value of New Awards

Year End Value of New Awards

Change in Value of Prior Awards

Change in Value of Vested Awards Granted in Prior Fiscal Years

Fair Value of Vested Awards Granted and Vested in Current Fiscal Year

Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions

Value of Dividends Paid on Equity Awards not reflected in Fair Value

Total Equity CAP

CAP

 

 

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(c)=(i)+(ii)+(iii)+(iv)+(v)+(vi)

(d) =(a)-(b)+(c)

2025

CEO

$6,083,236

($1,869,577)

$0

$10,690,089

($7,108,615)

$0

$0

$0

$3,581,474

$7,795,133

Other NEOs

$2,785,250

$0

$0

$2,960,193

($169,237)

$0

$0

$0

$2,790,955

$5,576,205

____________________

(a) The dollar amounts reported in the Summary Compensation Table for 2025.

(b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2025.

(c) The recalculated value of equity awards for 2025.

(d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.

       
Compensation Actually Paid vs. Total Shareholder Return img43736592_4.jpg        
Compensation Actually Paid vs. Net Income img43736592_5.jpg        
Compensation Actually Paid vs. Company Selected Measure img43736592_6.jpg        
Total Shareholder Return Vs Peer Group img43736592_4.jpg        
Tabular List, Table

2025 Performance Measures

The Compensation Committee uses a mix of performance measures to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2025 compensation decisions are listed in the table to the right, each of which is described in more detail in the CD&A.

 

 

Most Important Performance Measures

 

Adjusted EBITDA1

 

Revenue

 

Stock Price

 

____________________

1 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Loss and for a discussion of management’s use of non-GAAP measures.

       
Total Shareholder Return Amount $ 228.91 202.36 99.21 91.9 94.71
Peer Group Total Shareholder Return Amount 230.83 179.51 131.64 79.08 123.13
Net Income (Loss) $ (31,509,000) $ (69,771,000) $ (187,481,000) $ (279,239,000) $ (249,563,000)
Company Selected Measure Amount 278,665,000 193,022,000 129,393,000 92,180,000 63,255,000
PEO Name Mr. Steinberg Mr. Steinberg Mr. Steinberg Mr. Steinberg Mr. Steinberg
Non-Peo Name Christopher Greiner and Steven Gerber Christopher Greiner and Steven Gerber Christopher Greiner and Steven Gerber Christopher Greiner and Steven Gerber Christopher Greiner and Steven Gerber
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Loss and for a discussion of management’s use of non-GAAP measures.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Stock Price        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 3,581,474        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,869,577)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,690,089        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,108,615)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,790,955        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,960,193        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (169,237)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0