Rackspace Technology (RXT) DEF 14ADefinitive proxy

____________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

____________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

To the stockholders of Rackspace Technology, Inc.:

We are pleased to continue utilizing the United States Securities and Exchange Commission’s “notice and access” rules. Accordingly, we are primarily providing stockholders with access to our proxy materials over the Internet, which reduces the cost and environmental impact of the 2024 Annual Meeting and expedites stockholders’ receipt of the materials.

We encourage you to initiate access to the 2024 Annual Meeting prior to the start time. Online check-in will begin at approximately 10:45 a.m. Central Time on June 14, 2024.

Whether or not you expect to attend the 2024 Annual Meeting live, we encourage you to vote as promptly as possible to ensure that your vote is counted. Thank you for your continued support.

If you have questions about the 2024 Annual Meeting, require assistance in submitting your proxy or voting your shares, please contact Investor Relations at ir@rackspace.com.

Stockholders as of the close of business on the Record Date are entitled to attend and to vote on all items properly presented at the 2024 Annual Meeting.

The 2024 Annual Meeting will be held entirely online via audio webcast. Stockholders as of the Record Date may attend, vote, submit questions or otherwise participate during the 2024 Annual Meeting by visiting the following URL: www.virtualshareholdermeeting.com/RXT2024. Advance registration is recommended for stockholders wishing to vote or otherwise participate during the 2024 Annual Meeting. The registration process differs depending on how you hold your shares.

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 nominee, you must obtain a legal proxy from the stockholder of record (typically your bank or broker) and follow the instructions they provide. Guests are permitted to attend the 2024 Annual Meeting online, but will not be permitted to vote or otherwise participate.

The live webcast of the 2024 Annual Meeting will begin promptly at 11:00 a.m. Central Time. We encourage you to access the meeting at least fifteen minutes prior to the scheduled start time to allow for check-in procedures.

The four matters scheduled to be voted on at the 2024 Annual Meeting are:

In addition, such other business as may properly come before the 2024 Annual Meeting or any adjournment or postponement thereof may be voted on.

The Company is soliciting your proxy on behalf of the Board. The Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and employees, may solicit proxies in person, by telephone or by electronic means. Such directors and employees will not receive any special remuneration for these efforts.

Proxies are solicited by and on behalf of our Board. Mark Marino, our Executive Vice President and Chief Financial Officer and Michael Bross, our Senior Vice President, Chief Legal Officer and Corporate Secretary, with the power to act without the other and with power of substitution, have been designated as proxies for the 2024 Annual Meeting by our Board. When you submit a properly dated, executed and returned proxy, the shares represented by such proxy will be voted at the 2024 Annual Meeting in accordance with the instructions of the stockholder on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board on the proposals as described below and, if any other matters are properly brought before the 2024 Annual Meeting, the shares will be voted in accordance with the proxies’ judgment.

Each share of Common Stock is entitled to one vote on each matter properly presented at the 2024 Annual Meeting. At the close of business on the Record Date there were 223,626,823 shares of Common Stock outstanding. A list of all stockholders of record as of the Record Date will be available during ordinary business hours at the Company’s principal place of business located at 1718 Dry Creek Way, Suite 115, San Antonio, TX 78259-1837, from the Corporate Secretary of the Company, at least 10 days before the 2024 Annual Meeting, and will also be available at the 2024 Annual Meeting.

The Board recommends that you vote:

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials via the Internet. Accordingly, the Company is distributing a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials via the Internet or to request a printed set may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

A quorum is the minimum number of shares required to be present or represented at the 2024 Annual Meeting for the meeting to be properly held. The presence, represented in person or by proxy, of the holders of a majority in voting power of our outstanding Common Stock entitled to vote at the 2024 Annual Meeting will constitute a quorum to transact business at the 2024 Annual Meeting. Abstentions, ‘‘withhold’’ votes, and ‘‘broker non-votes’’ are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairman of the meeting may adjourn the meeting to another time or place.

Broker non-votes occur when a beneficial owner of shares held in ‘‘street name’’ does not give instructions to the broker, bank or other nominee, as applicable, as to how to vote on matters deemed ‘‘non-routine’’ and there is at least one ‘‘routine’’ matter to be voted upon at the 2024 Annual Meeting. Generally, if shares are held in ‘‘street name,’’ the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered to be ‘‘routine,’’ but not with respect to ‘‘non-routine’’ matters. In the event that a broker, bank or other nominee votes shares on the ‘‘routine’’ matters, but does not vote shares on the ‘‘non-routine’’ matters, those shares will be treated as broker non-votes with respect to the ‘‘non-routine’’ proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 (Proposal No. 2) is considered “routine.” The election of Class I directors (Proposal No. 1), the non-binding, advisory vote to approve the compensation of our named executive officers (Proposal No. 3), and the vote on the approval of an amendment to the 2020 Incentive Plan to increase the number of shares of Common Stock authorized to be issued thereunder (Proposal No. 4) are considered “non-routine.”

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the 2024 Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal

requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy and entitled to vote at the 2024 Annual Meeting (Proposals No. 2, No. 3 and No. 4). However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, you may only vote “FOR” or “WITHHOLD” authority to vote for each of the nominees.

Broker non-votes will be counted for purposes of calculating whether a quorum is present at the 2024 Annual Meeting. Broker non-votes will not be counted for purposes of determining the number of votes cast on “non-routine” proposals because they are not “entitled to vote” on such matters. Therefore, broker non-votes will make a quorum more readily attainable but will not otherwise affect the voting outcomes.

Our Vice President, Deputy General Counsel and Assistant Secretary or her designee will act as inspector of election.

As of the Record Date for the 2024 Annual Meeting, certain investment funds affiliated with ABRY Partners, LLC and ABRY Partners II, LLC (together with ABRY Partners, LLC, “ABRY”) and DPH 123, LLC, an affiliate of ABRY, beneficially owned, in aggregate, approximately 10.4% of the total voting power of the outstanding shares of all outstanding series of Common Stock.

Yes. Our policy is to keep your vote confidential, except as otherwise legally required, to allow for the tabulation and certification of votes and to facilitate proxy solicitation.

We do not know of any business to be considered at the 2024 Annual Meeting other than the proposals described in this Proxy Statement. If any other business is properly presented at the 2024 Annual Meeting, your properly executed proxy gives authority to Mark Marino, our Executive Vice President and Chief Financial Officer and Michael Bross, our Senior Vice President, Chief Legal Officer and Corporate Secretary, to vote on such matters at their discretion.

We will announce preliminary voting results at the 2024 Annual Meeting and will publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days after the 2024 Annual Meeting.

The SEC has adopted rules that permit companies to deliver a single Notice or a single copy of proxy materials to multiple stockholders sharing an address unless the company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the Notice, Proxy Statement and Fiscal 2023 Annual Report may have been sent to multiple stockholders in your household. If you prefer to receive separate copies of the Notice and/or proxy materials, either now or in the future, please mail a written request to Rackspace Technology, Inc., Attn: Corporate Secretary, 1718 Dry Creek Way, Suite 115, San Antonio, TX 78259-1837. Upon receipt of your request, we will promptly provide a separate copy of the Notice, Proxy Statement and Fiscal 2023 Annual Report. In addition, stockholders at a shared address who receive multiple Notices or multiple copies of proxy materials may request to receive a single Notice or a single copy of proxy materials in the future in the same manner as described above.

Capitalized terms used, but not defined, in this Proxy Statement have meanings as defined in our Fiscal 2023 Annual Report.

The following table sets forth certain information about our directors as of the date of this Proxy Statement, as well as other directors who served during Fiscal 2023:

(1) Age as of the 2024 Annual Meeting.

Our Board is divided into three classes, with each class serving a three-year term. The Class I directors are: Susan Arthur, Jeffrey Benjamin and Aaron Sobel, each of whom currently serves a term expiring at the 2024 Annual Meeting and are up for re-election; the Class II directors are: Betsy Atkins, Mitchell Garber, Anthony Roberts, and Anthony Scott, each of whom serves a term expiring at the 2025 Annual Meeting; and the Class III directors are: David Sambur, Mark Gross, Amar Maletira, and Shashank Samant, each of whom serves a term expiring at the 2026 Annual Meeting.

In addition, Dhiren Fonseca and Thomas Cole are former directors who served on our Board during Fiscal 2023. Mr. Fonseca resigned effective June 16, 2023. Mr. Cole was appointed to the Board on October 2, 2023 and passed away on December 25, 2023.

strategy from the University of Michigan’s Stephen M. Ross School of Business and earned his undergraduate degree in engineering, electronics and communication from Gote Institute of Technology at Karnatak University in India. We believe that Mr. Maletira is qualified to serve as a member of our Board because of his extensive leadership experience in finance and information technology, as well as his experience at Rackspace.

transformation, cloud adoption, machine learning, AI, governance, open data, and workforce diversity, and he has appeared before Congress as well as at numerous industry forums.

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. Our Board satisfies the minimum objectives of Nasdaq Rule 5606(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an underrepresented minority (as defined by Nasdaq rules).

If at any time we cease to be a controlled company under the Nasdaq rules, the Board will take all action necessary to comply with the applicable Nasdaq rules, including appointing a majority of independent directors to

the Board and ensuring that our Compensation Committee and our Nominating and Corporate Governance Committee are comprised entirely of independent directors, subject to a permitted “phase-in” period.

In addition, in order to be considered independent for purposes of serving on the Company's Audit Committee, a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other board committee:

The listing standards of Nasdaq and the rules of the SEC require the members of a company’s Audit Committee to be independent. As a controlled company, the majority of our Board is not required to be independent. The

Board has determined that Mses. Arthur and Atkins and Messrs. Benjamin, Garber, Gross, Roberts and Scott are independent directors, as such term is defined by the applicable rules and regulations of the SEC and Nasdaq. The Board also determined that our former directors, Thomas Cole and Dhiren Fonseca, who each served as a director during Fiscal 2023, were independent, as such term is defined by the applicable rules and regulations of the SEC and Nasdaq. Three of the foregoing individuals, Ms. Arthur and Messrs. Benjamin and Scott, currently comprise the Company’s Audit Committee. Mr. Fonseca also served on the Audit Committee prior to his resignation from our Board on June 16, 2023.

The Board has an oversight role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to employee compensation plans and arrangements and the Audit Committee of the Board oversees the management of financial risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board will be regularly informed through committee reports about such risks.

The Chairman of our Board and our Chief Executive Officer are currently separate. Our Board does not currently have a policy as to whether the role of Chairman of our Board and the Chief Executive Officer should be separate. Our Board believes that the Company and its stockholders are best served by maintaining the flexibility to determine whether the Chairman and Chief Executive Officer positions should be separated or combined at a given point in time in order to provide appropriate leadership for us at that time. At any time the Company is not availing itself of the “controlled company” exceptions under the Nasdaq rules, in order to maintain the independent integrity of the Board, if the Chairman is not an independent director, the Board shall appoint a lead director who must be independent.

The Board understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our Board, with the assistance of the Nominating and Corporate Governance Committee, assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders.

The composition of the Board, the tenure of the directors with the Company, the overall experience of the directors and the experience that the directors have had with the Chairman and the executive management team permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. We believe that our current Board leadership structure is serving the Company well at this time.

C = Chairperson

In Fiscal 2023, the Board held seven meetings, the Audit Committee held four meetings, the Compensation Committee held four meetings and the Nominating and Corporate Governance Committee held two meetings. In addition to taking action at meetings, each committee and the Board may periodically act by written consent. The Executive Committee did not meet in 2023. Each incumbent director attended at least 75% of the meetings of the Board and the committees on which such director served in Fiscal 2023.

The Audit Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Our Compensation Committee consists of Messrs. Sambur (Chair), Benjamin, Sobel and Garber. We have elected to avail ourselves of the “controlled company” exception under the Nasdaq rules which exempts us from the requirement that we have a Compensation Committee comprised entirely of independent directors. The principal duties and responsibilities of the Compensation Committee are as follows:

The Compensation Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Our Nominating and Corporate Governance Committee consists of Messrs. Sambur (Chair), Garber and Sobel. We have elected to avail ourselves of the “controlled company” exception under the Nasdaq rules which exempts us from the requirement that we have a Nominating and Corporate Governance Committee comprised entirely of independent directors. The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

The Nominating and Corporate Governance Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Our Executive Committee consists of Messrs. Sambur (Chair), Maletira, and Sobel. Subject to certain exceptions, the Executive Committee generally may exercise all of the powers of the Board when the Board is not in session. The Executive Committee serves at the pleasure of our Board. The Executive Committee did not meet in 2023.

Members of the Compensation Committee during Fiscal 2023 included Messrs. Sambur (Chair), Benjamin, Sobel and Mr. Garber. None of the members of the Compensation Committee in Fiscal 2023 were, at any time during Fiscal 2023 or at any other time, an officer or employee of the Company.

None of our executive officers served (i) as a director or as a member of the compensation or similar committee of any entity that has one or more executive officers who served on our Compensation Committee during Fiscal 2023, or (ii) as a member of the compensation or similar committee (or on the Board, in the absence of any such committee) of any entity that has one or more executive officers who served on our Board during Fiscal 2023.

In considering possible candidates to serve on the Board, the Nominating and Corporate Governance Committee will take into account all appropriate qualifications, qualities and skills in the context of the current make-up of the Board and will consider the entirety of each candidate’s credentials. In addition, the Nominating and Corporate Governance Committee will evaluate each nominee according to the following criteria:

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee. To have a candidate considered by the Nominating and Corporate Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

The non-management directors of the Company meet in executive sessions without management on a regular basis.

We believe that the performance goals and incentive plan structures generally established under the Company’s executive, annual and long-term incentive programs would not contribute to excessive risk taking by our senior executives or employees. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation Committee. The Company’s compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team oriented, rather than individually focused, and include measurable factors and objective criteria. The Compensation Committee is actively engaged in setting compensation systems, monitoring those systems during the year and using discretion in making rewards, as necessary. As a result of the procedures and practices described above, the Compensation Committee believes that the Company’s compensation policies and practices for its employees do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

The Company encourages our directors to attend the 2024 Annual Meeting. Last year, all of our directors attended the 2023 Annual Meeting.

Nine members of our Board who served during Fiscal 2023 received compensation for their service as a director. All other members of our Board who served in Fiscal 2023 were either an employee of the Company (in the case of Mr. Maletira) or employees of affiliates of the Apollo Funds (in the case of Messrs. Sambur and Sobel) and did not receive any additional compensation for their service as directors. Mr. Gross joined our Board in Fiscal 2024 and therefore did not receive any compensation for Fiscal 2023.

(2)    The cash fees paid to Ms. Arthur for Fiscal 2023 include $100,000 for service on a Special Committee of the Board.

(3)    Ms. Atkins and Mr. Scott joined our Board effective June 16, 2023.

(4)    Mr. Cole joined our Board effective October 2, 2023 and passed away on December 25, 2023. The cash fees earned by Mr. Cole for Fiscal 2023 include $75,000 for service on a Special Committee of the Board. The stock award granted to Mr. Cole was 70,667 Annual RSUs on October 9, 2023, which was pro-rated for the period between his start date and the 2024 Annual Meeting. The Annual RSUs granted to Mr. Cole were forfeited in their entirety upon his death pursuant to the terms and conditions of the RSU award agreement.

(5)    Mr. Fonseca resigned from our Board effective June 16, 2023.

(6)    The stock awards granted to Mr. Garber included 8,695, 13,406, 14,796, and 14,003 Elective Equity granted on January 3, 2023, April 3, 2023, July 3, 2023 and October 2, 2023, respectively.

(7)    Mr. Roberts joined our Board effective January 30, 2023. Mr. Roberts resides in the United Kingdom and the cash amounts paid to him were converted from USD to GBP using the exchange rate on the date of payment. The cash fees paid to Mr. Roberts for Fiscal 2023 include USD $100,000 for service on a Special Committee of the Board. The stock awards granted to Mr. Roberts included 25,012 Annual RSUs on February 2, 2023, which was pro-rated for the period between his start date and the 2024 Annual Meeting.

(8)    The following table provides a summary of the unvested stock awards held by each non-employee director as of December 31, 2023.

Our Non-Employee Director Compensation Policy (the “Compensation Policy”) became effective in connection with the consummation of our IPO. The Compensation Policy may be subject to review, amendment, or modification by our Board, in its discretion. Director compensation under the Compensation Policy is as described below, which consists of a mix of cash and equity-based compensation.

(1)    The number of shares subject to the Annual RSUs is determined by dividing the amount included in this table by the volume weighted average closing price of our Common Stock for the thirty trading days immediately preceding and including the grant date. A non-employee director who joins our Board after the date of the annual meeting for the relevant year will be eligible for a prorated annual equity retainer following the director’s initial appointment to our Board, as provided under the Compensation Policy.

(2)    A non-employee director may only receive one Additional Annual Retainer, regardless of the director’s service on multiple committees or in multiple roles. The Additional Annual Retainer received will be the highest Additional Annual Retainer for which the director is eligible.

The Compensation Policy requires that within a period of five years from the date of a non-employee director’s initial appointment or election as a member of our Board, such non-employee director is required to attain ownership of an amount of our Common Stock with a value equal to at least $350,000 and must maintain such ownership until retirement from our Board. Directors that were employees of any of our stockholders prior to our IPO are not considered non-employee directors.

Under the Compensation Policy and 2020 Incentive Plan, the sum of the grant date value of all equity awards granted and all cash compensation paid by us to each non-employee director as compensation for services as a non-employee director may not exceed $750,000 in any calendar year, provided that such limitation does not apply to any compensation payable in the year of a non-employee director’s initial appointment or election to our Board. Directors that were employees of any of our stockholders prior to our IPO are not considered non-employee directors.

Our Board is divided into three classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Under the Company’s certificate of incorporation and bylaws, the Board can change the number of directors comprising the entire Board so long as the number is not more than 15. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. The Board currently consists of eleven director positions.

All three of the nominees for Class I directors are members of the current Board. Each of the nominees has indicated his or her willingness to serve, if elected, but if any of the nominees should be unable or unwilling to serve at the time of the 2024 Annual Meeting, the Board, at its discretion, may either reduce its size, or designate or not designate a substitute nominee in accordance with the Company’s certificate of incorporation and bylaws. If the Board designates a substitute nominee, proxies that would have been cast for the original nominee will be cast for the substitute nominee, unless instructions are given to the contrary.

Class I directors will be elected by a plurality of the votes cast at the 2024 Annual Meeting (meaning that the three director nominees who receive the highest number of shares voted “FOR” their election are elected as Class I Directors). Shares voted “WITHHOLD” will not prevent a director nominee from being elected as a director. Broker non-votes will not affect the outcome of voting on this proposal. Brokers do not have discretion to vote any uninstructed shares over the election of directors.

As provided in our Investor Rights Agreements, Apollo has the right, but not the obligation, at any time until Apollo, including the Apollo Funds, no longer beneficially own at least 5% of our issued and outstanding Common Stock, to nominate a number of directors comprising a percentage of our Board in accordance with their beneficial ownership of our outstanding Common Stock (rounded up to the nearest whole number). We refer to the directors nominated by Apollo based on such percentage ownership as the “Apollo Board Nominees.” Messrs. Benjamin, Garber, Sambur and Sobel are the Apollo Board Nominees. Apollo has not exercised its right to appoint additional directors.

The Board recommends that the stockholders vote FOR the election of each of Ms. Arthur and Messrs. Benjamin and Sobel as a Class I director, each to serve a three-year term expiring at the 2027 Annual Meeting until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Fees paid or accrued for professional services provided by our independent auditors in each of the categories listed are as follows for the periods presented. All such fees are in accordance with our approval policies described below.

The Board adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax, and other permissible non-audit services that may be provided by the independent auditors. The policy identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the auditors’ independence is not impaired. Under the policy, the Audit Committee annually, and from time to time, pre-approves the audit engagement fees and terms of all audit and permitted non-audit services to be provided by the independent auditor.

The Audit Committee has reviewed and discussed with the Company’s management and with PricewaterhouseCoopers LLP the audited financial statements of the Company for the fiscal year ended December 31, 2023. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed under the standards of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the Audit Committee concerning independence and the Audit Committee has discussed the independence of PricewaterhouseCoopers LLP with that firm.

Based on the Audit Committee’s review and discussions of the matters noted above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Members of the Audit Committee:

Jeffrey Benjamin (Chair)

Susan Arthur

Anthony Scott

PricewaterhouseCoopers LLP has been the Company’s (or its predecessor’s) independent registered public accounting firm since 2017. The Audit Committee, in accordance with its charter and the authority delegated to it by the Board, re-appointed PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Audit Committee reviews the performance of the independent registered public accounting firm annually. If our stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee may, in its discretion, select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

We expect that one or more representatives of PricewaterhouseCoopers LLP will attend the 2024 Annual Meeting and will be given an opportunity to make a statement if he or she so desires. The representative(s) will also be available to respond to appropriate questions from stockholders.

The Board recommends that the stockholders vote FOR the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Company is a “smaller reporting company” as defined by the SEC, and therefore is not required to provide all of the disclosures required for a “Compensation Discussion and Analysis” and certain other disclosures as set forth in the rules promulgated by the SEC; however, the Company has not elected to rely on such exemptions.

The names of the current executive officers of the Company (and their respective ages as of the date of this Proxy Statement) are set forth below:

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Fiscal 2023 Annual Report.

Members of the Compensation Committee:

David Sambur (Chair)

Jeffrey Benjamin

Mitchell Garber

Aaron Sobel

(1) Mr. Molu commenced employment with us as CFO on January 16, 2023 and was replaced as CFO by Mr. Marino on January 12, 2024. Mr. Molu’s employment with us ended on February 23, 2024. Mr. Maletira served as interim CFO in January 2023 prior to Mr. Molu’s appointment.

The Company’s executive compensation program is guided by the following principles, which make up our executive compensation philosophy:

Our executive compensation program has three key elements, which are designed to reflect to our guiding principles: base salary, annual cash incentive compensation, and long-term incentive compensation. We also ensure that these key elements are balanced and provide each executive with a competitive opportunity and seek to ensure retention and reward ongoing service as well as the Company’s achievements.

We believe that the design of our executive compensation program and our compensation practices support our compensation philosophy. Our Compensation Committee will periodically evaluate our compensation program to determine whether it should be adjusted to achieve the principles of the program.

In addition, the Company provides its stockholders with the opportunity to cast an annual non-binding, advisory vote on the compensation paid to our NEOs (a “Say-on-Pay Vote”). The Compensation Committee also considers the results of Say-on-Pay Votes in its decision-making process. At the 2023 Annual Meeting, 81.6% of the shares

present and entitled to a Say-on-Pay Vote were cast in favor of the proposal. Accordingly, the Compensation Committee believes these results affirmed stockholder support of our approach to executive compensation and did not make any changes to the Fiscal 2023 executive compensation program directly in response to last year’s Say-on-Pay Vote.

Our Compensation Committee is responsible for the compensation of our executive officers and for incentive and equity compensation. The responsibilities of the Compensation Committee include, among other things:

In evaluating, determining and approving executive compensation, the Compensation Committee may consider, among such other factors as it may deem relevant, the Company’s performance, stockholder returns, the value of similar incentive awards to executive officers at comparable companies, the value of similar awards given to other executive officers of the Company, the results of the most recent Say-on-Pay Vote, and historical compensation.

Neither the CEO nor any executive officer may be present during voting or deliberations relating to his or her compensation. The Compensation Committee is also responsible for reviewing and making recommendations to our Board with respect to the Company’s incentive and equity-based compensation plans, administering those plans, setting performance targets, and granting awards to executives. In addition, the Compensation Committee reviews and discusses, at least annually, the material risks associated with executive compensation structure, policies and programs to determine whether such structure, policies and programs encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate any such risk.

In making determinations with respect to executive compensation for executive officers, the Compensation Committee considers input from our CEO. Our CEO provides insight on specific decisions and recommendations related to the compensation of the executive officers other than himself. The Compensation Committee believes that the input of our CEO with respect to the assessment of individual performance, succession planning and retention is a key component of the process.

The Compensation Committee has the authority to retain, compensate, and terminate an independent compensation consultant and any other advisors necessary to assist in its responsibilities.

For Fiscal 2023, the Compensation Committee retained Korn Ferry (“Korn Ferry”), a compensation consulting firm, as its independent external advisor to assist in its evaluation of executive compensation, and to provide insight and market perspective on our current compensation programs. Korn Ferry advised and made recommendations to the Compensation Committee with regard to peer companies for use in executive compensation market analysis and the compensation of our CEO. Korn Ferry also provided our Compensation Committee with an annual review of our director compensation.

In selecting Korn Ferry, the Compensation Committee reviewed Korn Ferry’s independence, including the factors prescribed by the SEC, and concluded that there were no conflicts of interest that would preclude them from serving as an independent advisor to the Compensation Committee. Korn Ferry did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on executive and director compensation.

The Compensation Committee considers a number of factors in determining executive compensation. These factors include, but are not limited to, position-specific market and benchmarking data, the executive’s experience and performance, and internal pay equity. While the Compensation Committee strives to generally target executive compensation at the market median (including both selected peer companies and the broader competitive market) in the aggregate, it also applies discretion based upon its review of the factors noted above to make individual compensation decisions for the Company’s executive officers. In addition, the Compensation Committee may target above-median market compensation for specific individuals for a variety of reasons, including, but not limited to:

Similarly, the Compensation Committee may target below-median compensation if individuals are new in their roles or are performing a role that is narrower than what is typical in the market.

The Compensation Committee, with the assistance of Korn Ferry, has developed a peer group for use in making compensation decisions. While the Compensation Committee considers the executive compensation data at peer group companies in making compensation decisions, it is not the sole factor in the decision-making process. The table below highlights how the companies included in the peer group were chosen, and how the compensation information related to these companies is used.

The Compensation Committee will review the peer group periodically to determine whether any significant changes to business conditions affecting us or any of our peers would warrant any changes. In August 2023, the Compensation Committee requested Korn Ferry to complete a comprehensive review of the peer group. Following that analysis, the peer group was comprised as follows:

The Company’s total direct compensation program consists of three main elements: base salary, annual cash incentives, and long-term incentives, including both cash and equity components. A significant portion of our NEOs’ total direct compensation is performance-based and at risk. The Company also provides various benefit and retirement programs.The table below provides an overview of the elements of the Company’s executive compensation program, a brief description of each compensation element and the reason for inclusion in the executive compensation program.

Each NEO is party to an employment agreement that provides for an initial annual base salary. The Compensation Committee reviews base salary levels on an annual basis. Base salary levels are determined taking into consideration all elements of compensation as a whole, and based on job performance and responsibilities, experience, value to the Company, relative internal pay positioning, and competitive market base salaries for similar positions.

The following table sets forth the base salaries for our NEOs for Fiscal 2023:

Fiscal 2023, our Compensation Committee considered net revenue (30%), Non-GAAP operating profit (45%), year-end cash balance, as well as non-financial objectives including diversity (5%) and customer satisfaction/net promoter score (5%). The Compensation Committee may also apply discretion when determining the final payouts.

The 2023 ACIP provides for an annual cash bonus at target as a percentage of base salary, which was initially specified in each NEO’s employment agreement and may be adjusted by the Compensation Committee to reflect such factors as job performance and responsibilities, experience, value to the Company, relative internal pay positioning, and competitive market factors. The following table summarizes the 2023 ACIP paid to each of the NEOs:

(1)     The ACIP Target is calculated as a percentage of actual salary received during the fiscal year (not annualized or current base salary); therefore the salary amounts shown in this column for NEOs that (i) started employment during Fiscal 2023 are pro-rated based on their start date and/or (ii) received a base salary increase (or decrease) during Fiscal 2023 differ from their base salary as of December 31, 2023. In addition, a portion of Mr. Molu’s salary was paid in GBP was converted to USD at the rate of 1.27303 as of December 31, 2023 for purposes of this table.

(2)     Pursuant to his separation and release agreement, Mr. Molu received a bonus for Fiscal 2023 in the amount of GBP £275,044 (approximately USD $350,139 as of December 31, 2023).

For purposes of the annual target bonus opportunity, Bonus Eligible Adjusted EBIT is defined as net income (loss), plus interest expense and income taxes, further adjusted to exclude the impact of non-cash charges for share-based compensation and cash charges for transaction-related costs and adjustments, restructuring and transformation charges, certain other non-operating, non-recurring or non-core gains and losses, and the impact of changes in foreign exchange rates.

Each year, the Compensation Committee grants long-term incentive awards to our NEOs after considering competitive market data, individual performance and the NEO’s total target compensation. In determining the value of long-term incentive awards granted to our NEOs, the Compensation Committee further takes into account various factors it deems important, including each NEO’s level of responsibility within the Company and potential to improve the long-term, overall value of the business.

Each of our NEOs is party to an employment agreement, which specifies the terms of the executive’s employment including certain compensation levels, and is intended to help retain the executive and to provide stability in our senior management team.

Each US-based NEO has the ability to participate in our 401(k) plan which is a qualified defined contribution plan available to our US-based employees generally. New employees are automatically enrolled in our 401(k) plan at 6% of the employee’s compensation and we provide matching contributions of 50% up to the first 6% of the employee’s compensation.

Our NEOs are eligible for certain executive perquisites, including relocation benefits so our NEOs can seamlessly fulfill their obligations to us. These perquisites are common within our industry, are important for recruiting and retaining key talent and comprise an important component of our total compensation package. In addition, pursuant to his employment agreement, Mr. Molu received a tax equalization payment in the amount of USD $113,812 for Fiscal 2023.

Our NEOs participate in our health and welfare benefit plans in the jurisdictions in which they reside. These plans are available to our employees generally. Our health and welfare benefit plans include medical insurance, dental insurance, life insurance, accidental death and dismemberment insurance, and short-term and long-term disability insurance. We provide these benefits in order to provide our workforce with a reasonable level of financial support in the event of illness or injury, to enhance productivity and job satisfaction, and to remain competitive.

In Fiscal 2023, we adopted the Executive Officer Incentive Compensation Clawback Policy, which provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement.

Our Board has adopted a securities trading policy which prohibits, among other things, grants of non-routine awards under our equity incentive plans during periods when our executives and certain employees may have access to material nonpublic information.

In addition, our Corporate Governance Guidelines and securities trading policy provide that directors, executive officers and other designated employees are prohibited from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in market value of our equity securities that are (1) granted to the director, officer or employee as part of such director’s, officer’s or employee’s compensation or (2) held by the director, officer or employee. Our securities trading policy also prohibits directors, officers, and employees from engaging in the following activities with respect to our securities: (i) short sales, (ii) buying or selling puts, calls, options or other derivatives, and (iii) purchases of securities on margin.

For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1.0 million paid in a taxable year to certain “covered employees,” which would generally include our NEOs, under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Once an individual becomes a “covered employee” under Section 162(m) of the Code, all current and future compensation to these individuals will remain subject to the limitation under Section 162(m) of the Code.

These tax effects are only one factor considered by our Compensation Committee when entering into compensation arrangements. Our Compensation Committee believes that it should not be constrained by the

requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our NEOs in a manner that can best promote our overall objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) of the Code where we believe it is appropriate to do so.

Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control, and Section 4999 of the Code imposes a 20% excise tax on the individual receiving “excess parachute payments.” Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation.

Generally, our executive employment agreements provide that, to the extent the executive would be subject to Section 280G or 4999 of the Code, the executive’s parachute payments would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the executive’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made and the executive paid the applicable excise tax.

The following table summarizes the compensation we paid to each NEO for Fiscal 2023 and, to the extent required by SEC disclosure rules, Fiscal 2022 and Fiscal 2021.

The employment agreements described below include terms and conditions as of the date of the most recent agreement or amendment, as applicable. All capitalized but not otherwise defined terms included in this section have the meanings ascribed in the applicable employment and/or separation agreement.

In October 2020, we entered into an employment agreement with Mr. Maletira pursuant to which he served as our President and Chief Financial Officer and received an annual base salary, which was $750,000. His base salary was subsequently increased to $772,500, effective July 1, 2022. On September 27, 2022, we entered into an amended and restated employment agreement with Amar Maletira pursuant to which he serves as our Chief Executive Officer (and temporarily served as our Interim Chief Financial Officer until a replacement for the position was appointed). Under this employment agreement, he receives an annual base salary of $900,000, subject to annual review and increases as determined by the Compensation Committee. The employment agreement can be terminated by Mr. Maletira with forty-five (45) days’ written notice.

Mr. Maletira is further eligible to receive an annual cash bonus, with a target bonus amount equal to 150% of his annual base salary and a maximum amount equal to 200% of his annual base salary. Mr. Maletira’s actual annual bonus for a given year, if any, is determined on the basis of his and/or our attainment of objective financial and/or other subjective or objective criteria established by the Compensation Committee. In connection with his appointment as our Chief Executive Officer, Mr. Maletira received a one-time retention equity grant of $15.0 million in the aggregate, one-half of which was in the form of RSUs and one-half in the form of PSUs. His employment agreement also provides that for each of 2023 and 2024, Mr. Maletira is to receive annual equity awards, comprised of RSUs and PSUs, in each case having a grant date value (based on the volume weighted average market closing price per share of our Common Stock over the 30-trading day period immediately preceding the grant date) of not less than $11.0 million.

Mr. Maletira’s employment with us may terminate pursuant to the terms of his employment agreement under certain circumstances, including (a) death, (b) disability, (c) with Cause, (d) without Cause, (e) with Good Reason, and (f) without Good Reason. Mr. Maletira is eligible for the benefits described below upon termination of employment:

Under Mr. Maletira’s employment agreement, “cause” means any of the following: (a) Mr. Maletira’s indictment for, conviction of, or plea of guilty or nolo contendere to, any (A) felony, (B) misdemeanor involving moral turpitude, or (C) other crime involving either fraud or a breach of his duty of loyalty to us, or any of our customers or suppliers, (b) Mr. Maletira’s substantial and repeated failure to perform duties as reasonably directed by our Board and/or Mr. Maletira’s direct supervisor (other than as a consequence of disability) after written notice thereof and failure to cure within 15 days, (c) Mr. Maletira’s fraud, misappropriation, embezzlement, or material misuse of funds or property belonging to us, (d) Mr. Maletira’s willful violation of our written policies, or other misconduct in connection with the performance of his duties that in either case results in material injury to us, after written notice thereof and failure to cure within 15 days, to the extent curable, (e) Mr. Maletira’s breach of any of the material terms of any employment agreement, consulting agreement or other applicable agreement that results in material injury to us, and failure to cure such breach within 15 days after written notice, or (f) Mr. Maletira’s breach of the confidentiality or non-disparagement provisions (excluding unintentional breaches that are cured within 15 days after he becomes aware of such breaches, to the extent curable) or the non-competition and non-solicitation provisions to which Mr. Maletira is subject. Any act or omission of Mr. Maletira will not be the basis of a Cause termination to the extent that he (i) has relied on the advice or followed the instructions of any counsel for us, any accounting firm providing services to us or any outside firm providing advice to us, (ii) has followed the instructions or directions of our Board and following such instructions or directions was not a violation of applicable law or his duties to us, or (iii) had a reasonable and good faith belief that such act or omission was in (or not opposed to) our best interests and not a violation of applicable law or his duties to us. Mr. Maletira’s employment shall not be terminated by cause unless and until a resolution has been adopted by more than half of the entire membership of the Board.

Under Mr. Maletira’s employment agreement, “good reason” means any of the following without Mr. Maletira’s written consent: (i) a material reduction of duties, responsibilities or authority, removal from the position as CEO, removal from any other position to which Mr. Maletira has been appointed, or, for so long as the Apollo Funds remains the majority shareholder, the failure to re-elect Mr. Maletira to the Board; (ii) a reduction in base salary or target bonus; (iii) any material breach by us of any term of the employment agreement or any other written agreement to which Mr. Maletira is a party; (iv) requiring Mr. Maletira to work solely and substantially at a location more than 50 miles from a location where Mr. Maletira was been permitted to work as of commencement of employment; (v) any requirement that Mr. Maletira report to someone other than our Board; or (vi) the failure of a successor company to assume the employment agreement; provided that he must provide written notice to us of such breach and, except with respect to clause (vi), we shall have failed to fully remedy the event.

In November 2022, we entered into an employment agreement with Mr. Molu pursuant to which his employment by us as CFO commenced in January 2023. The agreement was subsequently amended to correct clerical errors and to convert certain elements of his compensation from USD to GBP, among other things. Pursuant to the terms of the amended agreement, Mr. Molu was to receive (i) an annual base salary of GBP £604,666, (ii) a one-time signing bonus in the amount of GBP £439,406, (iii) an annual equity award, (iv) a retention grant in the form of RSUs valued at USD $2,500,000 and (v) a retention grant in the form of PSUs valued at USD $2,500,000. The RSUs will vest in equal annual installments on each anniversary of the start date over a three-year period ending on the third anniversary of the start date, subject to Mr. Molu’s continued employment through the applicable vesting date. The PSUs will vest in increments of one-third of the award over a one-year, two-year, and three-year period each ending December 31, 2023, 2024 and 2025, respectively. The PSUs vesting was subject to Mr. Molu’s continued employment through each applicable vesting date, the achievement of the performance conditions included in the PSU award agreement, and the terms and conditions set forth in the 2020 Incentive Plan. The annual equity award will be valued at $2,000,000 for Fiscal 2023, and no less than $3,500,000, for Fiscal 2024 and 2025, subject to approval by the Compensation Committee.

Mr. Molu’s agreement provides that he is eligible to participate in the Company’s cash bonus plan with a target annual bonus amount equal to 90% of Annual Base Salary (“Target Bonus”), with a maximum potential amount of 150%. For performance years 2023 and 2024 only, Mr. Molu will be paid a minimum annual bonus of the greater of GBP £131,822 or the actual annual bonus attainment.

Mr. Molu’s employment agreement provided for termination under certain circumstances, including (a) death, (b) disability, (c) with Cause, (d) without Cause, (e) with Good Reason, and (f) without Good Reason. Mr. Molu was eligible for the benefits described below upon termination of employment:

On January 19, 2024, the Company entered into a separation agreement and release with Mr. Molu (the “Molu Separation Agreement”). Pursuant to the Molu Separation Agreement, Mr. Molu ceased to be the Company’s CFO effective as of January 12, 2024. He remained employed by us in an advisory capacity through February 23, 2024 to ensure a smooth transition and provide advisory services. He received his bonus for Fiscal 2023 in the amount of GBP £275,044 (approximately USD $350,000 at the time of payment), subject to signing a release. The Company did not make additional payments to Mr. Molu, other than unpaid wages and benefits through his termination date, as required by applicable law.

In January 2023, we entered into an employment agreement with Mr. Lillie pursuant to which he serves as our Executive Vice President and President Private Cloud and receives an annual base salary of $650,000, subject to annual review and increases as determined by the Compensation Committee. He is eligible to participate in the Company’s cash bonus plan with a target annual bonus amount equal to 90% of Annual Base Salary (“Target

Bonus”), with a maximum potential amount of 150%. Mr. Lillie’s actual annual bonus for a given year, if any, is determined on the basis of his and/or our attainment of objective financial and/or other subjective or objective criteria established by the Compensation Committee. The initial term of the employment agreement with Mr. Lillie is through January 22, 2026, with automatic renewal thereafter for successive two-year periods, unless Mr. Lillie’s employment is terminated by either party providing written notice of non-renewal.

In addition to base salary and annual bonus, Mr. Lillie’s employment agreement also provided for a recruiting equity award in the form of RSUs valued at USD $3,500,000 vesting in equal installments on the first, second and third anniversaries of his start date and PSUs valued at USD $3,500,000 vesting in equal installments following the end of the applicable one-two and three-year measurement periods, both subject to his continued employment over the applicable vesting date.

Mr. Lillie’s employment with us may terminate pursuant to the terms of his employment agreement under certain circumstances, including (a) death, (b) disability, (c) with Cause, (d) without Cause, (e) with Good Reason, and (f) without Good Reason. Mr. Lillie is eligible for the benefits described below upon termination of employment:

In July 2022, we entered into an employment agreement with Mr. Sinha pursuant to which he serves as our Executive Vice President and President Public Cloud and receives an annual base salary of $650,000, subject to annual review and increases as determined by the Compensation Committee. He is eligible to participate in the Company’s cash bonus plan with a target annual bonus amount equal to 90% of Annual Base Salary (“Target Bonus”), with a maximum potential amount of 150%. Mr. Sinha’s actual annual bonus for a given year, if any, is determined on the basis of his and/or our attainment of objective financial and/or other subjective or objective criteria established by the Compensation Committee. The initial term of the employment agreement with Mr. Sinha is through July 17, 2026, with automatic renewal thereafter for successive two-year periods, unless Mr. Sinha’s employment is terminated by either party providing written notice of non-renewal.

In addition to base salary and annual bonus, Mr. Sinha’s employment agreement also provides for a recruiting equity award in the form of RSUs valued at USD $7,000,000 vesting in equal installments on the first, second and third anniversaries of the grant date subject to his continued employment over the applicable vesting date. For Fiscal 2023 and Fiscal 2024, the Company will recommend that the Compensation Committee approve an annual equity award with recommended award value not less than $5,500,000. Mr. Sinha’s employment agreement also provided for a cash signing bonus, with 50% payable six months after his start date and the remainder payable in December 2023.

Mr. Sinha’s employment with us may terminate pursuant to the terms of his employment agreement under certain circumstances, including (a) death, (b) disability, (c) with Cause (as defined in Mr. Sinha’s employment

agreement), (d) without Cause, (e) with Good Reason (as defined in Mr. Sinha’s employment agreement), and (f) without Good Reason. Mr. Sinha is eligible for the benefits described below upon termination of employment:

In November 2022, we entered into an employment agreement with Srini Koushik, pursuant to which he serves as our Executive Vice President and Chief Technology Officer and receives an annual base salary, which is currently $525,000, subject to annual review and increases as determined by the Compensation Committee, and is eligible to receive an annual cash bonus, with a current target bonus equal to 75% of his annual base salary. Mr. Koushik’s actual annual bonus for a given year, if any, is determined on the basis of his and/or our attainment of objective financial and/or other subjective or objective criteria established by the Compensation Committee. The initial term of the employment agreement with Mr. Koushik is through December 15, 2024, with automatic renewal thereafter for successive one-year periods, unless Mr. Koushik’s employment is terminated by either party giving ninety (90) days prior written notice.

As inducement for joining our leadership team, Mr. Koushik received a sign-on bonus of $600,000 paid in two increments: (i) $450,000 paid within thirty (30) days from his commencement of employment and (ii) $150,000 paid at the time annual bonuses were customarily paid in March 2022. Mr. Koushik was entitled to a one-time recruiting RSU with a value of $2.0 million (based on the volume weighted average market closing price per share of our Common Stock over the 30-trading day period immediately preceding the grant date). Under the terms of the employment agreement, Mr. Koushik was also entitled to annual equity awards with a value of $1.4 million for each of fiscal years 2022 and 2023.

Mr. Koushik’s employment with us may terminate pursuant to the terms of his employment agreement under certain circumstances, including (a) death, (b) disability, (c) with Cause (as defined in Mr. Koushik’s employment agreement), (d) without Cause, (e) with Good Reason (as defined in Mr. Koushik’s employment agreement), and (f) without Good Reason. Mr. Koushik is eligible for the certain benefits described below upon termination of employment:

The following table sets forth information regarding the vesting of equity awards in Fiscal 2023.

Our Non-Qualified Plan permits designated eligible participants, including our NEOs, to elect to defer up to 80% of base salary and 100% of incentive bonus compensation on a pre-tax basis. Deferred amounts are credited to each participant’s account which is then allocated based on a select number of investment options. The value of the participant’s account is adjusted according to the performance of the investment options chosen. Distributions from the Non-Qualified Plan are payable in cash and will be paid either in a lump sum or annual installments at a specific date prior to retirement or termination of employment, as elected in advance by the participant. A participant may elect to receive distributions and related earnings through an in-service account through a lump-sum or up to five annual installments, as elected in advance by the participant. None of our NEOs had a balance in a non-qualified deferred compensation account as of December 31, 2023.

The Compensation Committee believes that retaining our NEOs and other key employees by providing a degree of financial security and ensuring a continued dedication to duties in the event of a change in control is in the best interests of our stockholders. Each of our NEOs is entitled to receive the change in control or termination benefits under the applicable agreement described above under “Employment and Separation Agreements.” In addition, our NEOs are entitled to receive the change in control or termination benefits described below under their long-term equity incentive agreements:

Our NEOs would be entitled to full accelerated vesting of his or her time-based RSUs upon a change in control.

Our NEOs would be entitled to accelerated vesting if a change in control occurs during the applicable performance period. The award will vest at the greater of (i) as if target performance was achieved or (ii) as if any future measurement date is the effective date of the change in control.

The amounts in the table below represent hypothetical amounts each executive would have been eligible to receive upon certain termination events occurring on December 31, 2023. In connection with his actual departure in February 2024, Mr. Molu received a bonus for Fiscal 2023 in the amount of $350,139, which was paid in March 2024. Mr. Molu was not entitled to additional compensation or acceleration of equity awards under the agreement and did not receive the amounts set forth in the table below.

If (i) Mr. Maletira’s employment is terminated by us without cause (including non-renewal of his employment agreement by us) or Mr. Maletira resigns for good reason, or (ii) there is a change in control (as defined in the 2020 Incentive Plan), Mr. Maletira would be entitled to accelerated vesting of his 2020 time-based RSUs.

As used in the equity award agreements for any NEO, the terms “cause” and “good reason” have the same meanings given to such terms in the NEO’s employment agreement. If “cause” is not defined in the applicable employment agreement, “cause” is defined in the 2017 Incentive Plan or the 2020 Incentive Plan, as applicable.

Severance benefits under the CIC Plan are determined based on the NEO’s level of employment. Each of our NEOs is entitled to the Tier 1 level of benefits. Upon a termination on or within the two years following a change in control, the NEO is entitled to receive the following benefits, subject to the execution of an effective release of claims in favor of the Company and compliance with restrictive covenants described below, in addition to accrued obligations which have been earned but yet unpaid:

Notwithstanding the foregoing, to the extent a NEO would be subject to Section 280G or 4999 of the Code, the NEO’s parachute payments would be reduced to the extent that no portion of the payment shall be subject to the excise tax, but only if the NEO’s net after-tax benefit would exceed what the net after-tax benefit would have been if such reduction were not made and the executive paid the applicable excise tax.

As a condition of each NEO’s participation in the CIC Plan, each NEO is subject to (i) non-competition, non-hire and non-solicitation of employees covenants during employment and one year thereafter and (ii) perpetual confidentiality and non-disparagement covenants.

The following table provides a summary of the compensation that the NEOs would be eligible to receive in each of the scenarios described below, assuming that the relevant termination and, if applicable, “change in control,” occurred on December 31, 2023: