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Insider Trading Arrangements | 12 Months Ended
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Dec. 31, 2023
Trading Arrangements, by Individual |
Material Terms of Trading Arrangement | Insider Trading Arrangements During the three months ended December 31, 2023, certain of our officers and directors adopted or terminated Rule 10b5-1 trading arrangements as follows: • On October 30, 2023, Ido Schoenberg, our Chairman and co-Chief Executive Officer, terminated a trading arrangement that was intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The trading arrangement involved selling shares of our common stock through automatic "sell to cover" transactions in order to pay th e tax liabilities arising from the vesting and settlement of restricted stock units and performance share units. The trading arrangement did not specify a maximum number of shares to be sold and was for an indefinite period of time. • On October 30, 2023, Roy Schoenberg, our President and co-Chief Executive Officer, terminated a trading arrangement that was intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. The trading arrangement involved selling shares of our common stock through automatic “sell to cover” transactions in order to pay the tax liabilities arising from the vesting and settlement of restricted stock units and performance share units. The trading arrangement did not specify a maximum number of shares to be sold and was for an indefinite period of time. Cancellation of PSU Awards On February 13, 2024, each of the Company’s named executive officers (“NEOs”), other than Drs. Ido and Roy Schoenberg, agreed to the cancellation of his or her outstanding performance stock units that were granted by the Company to the NEOs in March 2022 (for all of the NEOs other than Mr. Paunovich) and in July 2022 for Mr. Paunovich and were subject to the achievement of specified market capitalization thresholds over a three-year performance period (the “2022 PSUs”). Upon the cancellation of the 2022 PSUs, each NEO is expected to receive a grant of restricted stock units (“RSUs”) under the Company’s 2020 Equity Incentive Plan as part of its 2024 long-term equity incentive compensation program (the “2024 RSUs”). The value of the 2024 RSUs to be granted to each NEO was determined by the Compensation Committee of the Board of Directors, with the assistance of its independent compensation consultant, Aon Radford, for purposes of aligning the NEO’s long-term equity incentive compensation such that it is at or above the 50th percentile of the Company’s peer group for such role. The 2024 RSUs will have terms substantially similar to RSUs granted under the Company’s historical RSU grant practices, except that the 2024 RSUs will be vested with respect to 25% of the shares of Class A common stock underlying the award on the grant date and will vest with respect to the remaining 75% of the shares in equal quarterly installments over three years from the grant date, subject in each case to the NEO’s continued employment with the Company through each applicable vesting date. The Company believes that the cancellation of the 2022 PSUs is appropriate and in its best interests. Outstanding, issued performance-based awards are counted against the Company’s equity plan reserve based on the maximum achievement levels of the performance goals. As such, cancelling the 2022 PSUs enables the Company to reutilize its share capacity to provide meaningful incentives in order to retain key employees. This reutilization allows the Company to avoid soliciting approval to increase the shares available under its equity plan, minimizing the dilutive impact on shareholders. In addition, the Company has determined that the 2022 PSUs lacked meaningful retentive and incentive value for the NEOs. The Company believes that the 2024 RSUs will be significantly more effective retentive vehicles and will promote leadership stability for the Company and the continued commitment of the key executives who are critical to the Company’s success. The Company would like to note that the NEOs are still party to other performance-based awards with the Company and the Company anticipates issuing additional performance-based awards in future years. The following table summarizes the number of 2022 PSUs that will be cancelled for each NEO and the grant date value of the 2024 RSUs expected to be granted to each NEO.
Named Executive Officer |  | Number of 2022 PSUs Cancelled (Target) |  |  | Number of 2022 PSUs Cancelled (Maximum) |  |  | Value of 2024 RSUs Granted ($)* |
Phyllis Gotlib President, International |  |  | 488,099 |  |  |  | 1,464,297 |  |  | $ | 2,500,000 |
Robert Shepardson Chief Financial Officer |  |  | 488,099 |  |  |  | 1,464,297 |  |  | $ | 2,500,000 |
Kurt Knight Chief Operating Officer |  |  | 488,099 |  |  |  | 1,464,297 |  |  | $ | 2,500,000 |
Vukasin (Vaughn) Paunovich Executive Vice President, Enterprise Platforms |  |  | 563,266 |  |  |  | 1,689,798 |  |  | $ | 2,500,000 |
* The number of shares of Class A common stock underlying each RSU grant will be determined by dividing the value indicated by the 30 day volume weighted average price per share as of (and including) the grant date. The foregoing description of the 2022 PSU cancellations and 2024 RSU grants is qualified in its entirety by reference to the full text of the award agreement governing the 2024 RSUs, a copy of which is filed as an exhibit to this Annual Report on Form 10-K and incorporated herein by reference.
Ido Schoenberg [Member] |
Trading Arrangements, by Individual |
Name | Ido Schoenberg
Title | Chairman and co-Chief Executive Officer
Rule 10b5-1 Arrangement Terminated | true
Termination Date | October 30, 2023
Roy Schoenberg [Member] |
Trading Arrangements, by Individual |
Name | Roy Schoenberg
Title | President and co-Chief Executive Officer
Rule 10b5-1 Arrangement Terminated | true
Termination Date | October 30, 2023

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