☒ | |||||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Delaware | ||||||||
83-1092072 | ||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
100 Centerview Drive, Suite 300 | Nashville | Tennessee | 37214 | ||||||||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Common stock, par value $0.001 per share | HRT |
Age: | 63 | |||
Director Since: | 2018 | |||
Committees: | None | |||
Principal Occupation | President and Chief Executive Officer | |||
Current Term Expires: | 2025 (Class I) | |||
Experience: | Mr. Abramo has served as member of the Board of Directors, Chief Executive Officer and President since July 2018. He joined the Company’s predecessor, HireRight GIS Group Holdings, LLC (“HGGH”), as chief executive officer n January 2018 after serving as president of Experian Consumer Services Division for seven years, overseeing the group’s strategy, direction and operation. Prior to joining Experian, Mr. Abramo served as president of Tallan, Inc., a nationwide professional services firm specializing in internet media design, business intelligence and custom software solutions. Before joining Tallan, he served for seven years as executive vice president, worldwide and chief strategy and information officer at Ingram Micro. Preceding Ingram Micro, Mr. Abramo served three years as a managing director at KPMG Consulting and the leader of the marketing intelligence consulting practice. While at KPMG, he was a member of the firms’ Technology Leadership Council and co-founder of the Center for Data Insight data mining and marketing automation lab at Northern Arizona University. Mr. Abramo is also a 12-year veteran of the Exxon Mobil Corporation. At Exxon, he held a number of positions across both operating and headquarters divisions. Mr. Abramo began his Exxon career in research and development and achieved five patents for innovative fuels and fuel additives technologies. He later served in a number of positions of increasing responsibility in the Americas Marketing and Refining Division including manager of marketing services, assistant gasoline business manager of the U.S. Division and manager of administration and controls for a major Northeastern marketing unit. Mr. Abramo earned a BS in chemical engineering from the New Jersey Institute of Technology and an MBA from Georgetown University. As the Company’s Chief Executive Officer, Mr. Abramo is a valuable member of our Board of Directors because he has a direct connection to senior management and the benefit of management’s perspective on the Company’s business and immediate strategic goals. He provides leadership, extensive knowledge of the Company, and insight on the day-to-day operation of the business. |
Age: | 57 | |||
Director Since: | 2023 | |||
Committees: | Audit Committee | |||
Principal Occupation | Founder and Principal at The Principia Group LLC | |||
Current Term Expires: | 2024 (Class III) | |||
Experience: | Mr. Bhamidipati has served as a member of our Board since 2023. Mr. Bhamidipati is the founder and principal at The Principia Group LLC which provides strategic consulting and advisory services. Previously he held the role of executive vice president and chief financial officer at McAfee Corp. until its acquisition in 2022. At McAfee he oversaw the finance, IT, and security operations strategy and teams that supported McAfee’s business worldwide. Before McAfee, Mr. Bhamidipati was executive vice president and chief financial officer at Providence, a healthcare company with approximately $25 billion in annual revenues, from 2017 to 2020. At Providence, he led finance and most corporate functions, including information technology, growth and corporate development, supply chain, and real estate. Before Providence, he spent 13 years at Microsoft, where he served as CFO of the Worldwide Operations Group, CFO of the Enterprise Group, and Managing Director of Business Development and Strategy. He began his career in public accounting and held finance roles at Hitachi Data Systems and Exodus Communications. Mr. Bhamidipati holds an MBA in Finance and Marketing from the Kelley School of Business at Indiana University. He is also a member of the board of directors and audit committee of Cross Country Healthcare, Inc., a leading tech-enabled workforce solutions and advisory firm serving healthcare clients and homecare, education and clinical and non-clinical healthcare professionals. Mr. Bhamidipati is a valuable member of the Board of Directors because of his deep background in executive management roles with large complex organizations, his financial management expertise and his experience in corporate development and strategy. |
Age: | 57 | |||
Director Since: | 2018 | |||
Committees: | Nominating and Governance Committee | |||
Principal Occupation | President of Stone Point Capital (“Stone Point”) | |||
Current Term Expires: | 2026 (Class II) | |||
Experience: | Mr. Carey has served as a member of the Board of Directors since 2018. Mr. Carey is President of Stone Point and has been with Stone Point or its predecessor entities since 1997. Mr. Carey currently serves on the board of directors of several other Trident Fund portfolio companies, including Enstar Group Limited. Mr. Carey holds a BS from Boston College, a JD from Boston College Law School and an MBA from Duke University, Fuqua School of Business. Mr. Carey was nominated to the Board of Directors by Stone Point pursuant to the Company’s stockholder’s agreement and predecessor governance arrangements, and is a valuable member of the Board of Directors because of his private equity experience and his experience as a director of numerous private and public companies. |
Age: | 59 | |||
Director Since: | 2018 | |||
Committees: | Audit Committee | |||
Principal Occupation | Managing Partner of Brighton Park Capital | |||
Current Term Expires: | 2026 (Class II) | |||
Experience: | Mr. Dzialga has served as a member of the Board of Directors since 2018 and served as Board Chair from 2018 to 2023. Mr. Dzialga is the Managing Partner of Brighton Park Capital and is a member of its Investment Committee. Prior to starting Brighton Park Capital, he was a Managing Director at General Atlantic for more than 20 years and had been a member of the firm’s Executive Committee, Portfolio Committee, and Human Resources Committee through September of 2018. He was also a member of the Investment Committee at General Atlantic from 2003 to 2018 and chaired the Investment Committee from 2007 until the end of 2017. Before joining General Atlantic in 1998, Mr. Dzialga was co-head of the High Technology Merger Group at Goldman Sachs, where he advised many of the firm’s technology clients on mergers, acquisitions and restructurings. Mr. Dzialga received an MBA from the Columbia University School of Business and a BS in Accounting from Canisius College. Mr. Dzialga is a valuable member of the Board of Directors because of his private equity experience, human resources expertise, and experience as a director of numerous public and private companies. |
Age: | 33 | |||
Director Since: | 2020 | |||
Committees: | Compensation Committee and Privacy and Cybersecurity Committee | |||
Principal Occupation | Vice President, General Atlantic | |||
Current Term Expires: | 2025 (Class I) | |||
Experience: | Mr. Feldman has served as a member of the Board of Directors since 2020. Mr. Feldman is a Vice President at General Atlantic and focuses on investments in the technology sector. Prior to joining General Atlantic in 2014, he was an investment banker with Goldman Sachs in the Financial Institutions Group from 2012 to 2014. Mr. Feldman serves on the board of Quizlet, a leading online learning platform. Mr. Feldman received his undergraduate degree from University of California at Berkeley and an MBA from Stanford Graduate School of Business. Mr. Feldman was nominated to the Board of Directors by General Atlantic pursuant to the Company’s stockholder’s agreement and predecessor governance arrangements, and is a valuable member of the Board of Directors because of his private equity experience and expertise evaluating potential investments in the technology sector. |
Age: | 60 | |||
Director Since: | 2022 | |||
Committees: | Compensation Committee and Nominating and Governance Committee | |||
Principal Occupation | Senior Advisor to General Atlantic | |||
Current Term Expires: | 2024 (Class III) | |||
Experience: | Mr. Kern has served as a member of the Board of Directors since 2022. Mr. Kern is a Senior Advisor to General Atlantic. He also serves as a Director of Tory Burch, LLC, and as the Vice-Chairman of the Board of Governors of the Joseph H. Lauder Institute at the University of Pennsylvania. He is a Member of the Wharton Executive Education board, and serves on the UC Berkeley Foundation Board. Mr. Kern was Managing Director at General Atlantic from 1996 to 2021 specializing in the firm’s European and Latin American business, as well as its financial services investment activities. Prior to his work for General Atlantic, he was an investment banker at Morgan Stanley and a management consultant at Bain & Company. Mr. Kern received his undergraduate degree in business administration from the University of California, Berkeley, and an MBA from the University of Pennsylvania’s Wharton School. Mr. Kern was nominated to the Board of Directors by General Atlantic pursuant to the Company’s stockholder’s agreement, and is a valuable member of the Board of Directors because of his substantial financial and business expertise, international investment experience, and experience as a director and advisor of a diverse group of companies. |
Age: | 59 | |||
Director Since: | 2023 | |||
Committees: | Nominating and Governance Committee, Chair & Board Chair | |||
Principal Occupation | Chief Executive Officer of A Place For Mom, Inc. | |||
Current Term Expires: | 2026 (Class II) | |||
Experience: | Mr. Kutscher has served as a member of the Board of Directors since 2023 and was appointed to serve as Chairman of our Board of Directors in April 2023. Mr. Kutscher is currently the Chief Executive Officer of A Place For Mom, Inc., the leading technology-driven senior living referral platform and advisory service. Mr. Kutscher was previously the Chief Executive Officer of TravelClick, a cloud-based software solution for the hospitality industry. Mr. Kutscher also served as Chief Executive Officer of Register.com, General Manager of the Small Business Group at Dun & Bradstreet, and Managing Director with Goldman Sachs Wealth Management, after beginning his career with several leadership positions at American Express. Mr. Kutscher currently serves on the Board of Directors of A Place For Mom and Wish, one of the world’s largest mobile e-commerce platforms, serving as an independent director and a member of the audit committee. He previously served on the Boards of Thayer Ventures Acquisition Corporation (now Inspirato Incorporated) and ReachLocal. Mr. Kutscher earned a bachelor’s degree in political science from Brown University and an MBA from Columbia Business School. Mr. Kutscher was nominated to the Board of Directors by General Atlantic pursuant to the Company’s stockholder’s agreement, and is a valuable member of the Board of Directors because of his substantial executive leadership experience driving transformational growth for data and technology companies. |
Age: | 52 | |||
Director Since: | 2021 | |||
Committees: | Privacy and Cybersecurity Committee, Chair | |||
Principal Occupation | Consultant | |||
Current Term Expires: | 2026 (Class II) | |||
Experience: | Mr. LaPlaine has served as a member of the Board of Directors since 2021. From January 2018 to July 2021, Mr. LaPlaine was EVP and Chief Technology Officer of Red Ventures, LLC, a portfolio of digital companies that use an online marketplace to connect consumers and brands, where he was responsible for all technology choices and engineering staff including information technology operations, security data and software development. Mr. LaPlaine continued as a Strategic Advisor to Red Ventures, LLC from July 2021 through September 2022. Before joining Red Ventures, LLC, he held various management and executive-level positions at AOL over a period of sixteen years, including Chief Information Officer & SVP, Technology Operations from August 2015 to August 2017. As CIO and SVP, Mr. LaPlaine was responsible for all data center infrastructure and cloud usage, IT systems, consumer identity systems, and back office platforms. While at AOL, Mr. LaPlaine also served as Executive Director at Technology Business Management Council from November 2014 to November 2019. Mr. LaPlaine has been a Senior Advisor to Brighton Park Capital since July 2021. Mr. LaPlaine holds a degree in Computer Science from State University of New York at Oswego. Mr. LaPlaine is a valuable member of the Board of Directors because of his experience in cybersecurity and technology services. |
Age: | 57 | |||
Director Since: | 2018 | |||
Committees: | Compensation Committee, Chair and Privacy and Cybersecurity Committee | |||
Principal Occupation | Managing Director, Stone Point | |||
Current Term Expires: | 2024 (Class III) | |||
Experience: | Mr. Matthews has served as a member of the Board of Directors since 2018. Mr. Matthews is a Managing Director of Stone Point. He joined Stone Point in 2011 from Evercore Inc., where he was a Senior Managing Director and Co-Head of Private Equity. From 2000 to 2007, Mr. Matthews was with Welsh, Carson, Anderson & Stowe, where he was a General Partner and focused on investments in the information services and business services sectors. Previously, Mr. Matthews was a General Partner of J. H. Whitney & Co. and started his career as an Analyst in the mergers and acquisitions group of Salomon Brothers Inc. Mr. Matthews currently serves on the Board of Directors of several other Trident Fund portfolio companies, including Eagle Point Credit Company, Inc. and Eagle Point Income Company, Inc. He holds a BS from Boston College and an MBA from Harvard Business School. Mr. Matthews was nominated to the Board of Directors by Stone Point pursuant to the Company’s stockholder’s agreement and predecessor governance arrangements, and is a valuable member of the Board of Directors because of his experiences in private equity and in leadership roles of other companies. |
Age: | 64 | |||
Director Since: | 2018 | |||
Committees: | Compensation Committee | |||
Principal Occupation | Consultant | |||
Current Term Expires: | 2024 (Class III) | |||
Experience: | Ms. Smart has served as a member of the Board of Directors since 2018. From 2015-2023, Ms. Smart served as President of the National Academy of Human Resources (NAHR), an organization that recognizes individuals and institutions for professional achievement in human resources by election as a Fellow of the National Academy of Human Resources. Previously, Ms. Smart spent more than 33 years at Accenture, a global professional services company, before retiring in 2014. For 10 years, she served as Accenture’s Chief Human Resources Officer. Ms. Smart has served as a non-employee director of EPAM’s board since July 2016. She is the founder and CEO of JBSmart Consulting, LLC., a member of the Cerity Partners Advisory Board, and serves on the Boards of Directors of AlixPartners, a financial advisory and global consulting firm and World Kinect Corporation, a publicly traded global energy management company. Ms. Smart received an MBA from the University of Chicago and a BS in business administration from the University of Illinois. Ms. Smart is a valuable member of the Board of Directors because of her human resources and business services expertise. |
Age: | 62 | |||
Director Since: | 2021 | |||
Committees: | Audit Committee, Chair and Privacy and Cybersecurity Committee | |||
Principal Occupation | Director | |||
Current Term Expires: | 2025 (Class I) | |||
Experience: | Ms. Troe has served as a member of the Board of Directors since 2021. From 2014 through 2021, she was a Senior Managing Director of Athena Advisors LLC, an independent advisory firm she co-founded to provide forensic and litigation, financial disclosure, and business strategy consulting services. From 2005 through 2013, Ms. Troe was a Senior Managing Director at business advisory firm, FTI Consulting, Inc. From 1995 through 2005, Ms. Troe held positions of increasing responsibility at the Pacific regional office of the U.S. SEC Division of Enforcement, including six years as Regional Chief Enforcement Accountant. Previously, she held accounting positions in public and private companies and was a senior auditor at Deloitte. Ms. Troe has served on the board of Expro Group Holdings N.V., an oilfield services company (since 2021) and served on the boards of Magnite, Inc., a digital advertising technology company (2014-2023); and Stem, Inc., a clean energy solutions company (2021-2023). Ms. Troe is NACD Directorship Certified and a CPA. She received a BS in business administration from University of Colorado. Ms. Troe brings to the Board of Directors an extensive background in public company governance and oversight, enterprise risk management, and public company accounting, financial reporting and disclosure. She has diverse experience with a wide range of industries, allowing her to bring additional perspective to a board. |
Age: | 63 | |||
Principal Occupation | President and Chief Executive Officer | |||
Experience: | ||||
For the biography of Guy Abramo, please see “Item 10. Directors, Executive Officers and Corporate Governance—Directors.” |
Age: | 56 | |||
Principal Occupation | Chief Financial Officer | |||
Experience: | Mr. Spaeth has served as the Company’s Chief Financial Officer since December 2014. Mr. Spaeth has more than 20 years of experience in corporate finance, accounting, investment banking, operations, and business development in the technology, consumer, and banking industries. Mr. Spaeth was an executive officer of HireRight, Inc., which filed a bankruptcy petition as an affiliated debtor of Altegrity, Inc., in February 2015. Prior to HireRight, Mr. Spaeth served as Chief Financial Officer at UBM Technology, where he oversaw accounting, finance, sales operations, client delivery, and IT. Mr. Spaeth also has experience with corporate finance, consulting, and investment roles at Motorola, Ernst & Young, and Deutsche Bank. Mr. Spaeth holds a BS in business administration and finance from the University of Wisconsin and an MBA from the Kellogg Graduate School of Management, Northwestern University. |
Age: | 55 | |||
Principal Occupation | Chief Revenue Officer | |||
Experience: | Mr. Spears has served as the Company’s Chief Revenue Officer since 2023. Mr. Spears has more than 20 years of extensive go-to-market and leadership experience, including overseeing the strategy, performance, and alignment of revenue operations across multiple organizations at scale and managing initiatives to support customers and partners. He is an experienced Chief Revenue Officer, having held that position at SAP SuccessFactors from 2017 to 2020 and most recently at Avaya from 2020 to 2023. Mr. Spears spent most of his career at SAP, where he held various executive management roles including Senior Vice President of the HANA Enterprise Cloud, Senior Vice President of ITM and Middleware and other various senior-level executive positions. Mr. Spears also brings a global mindset to the role having lived and worked in both Europe and Asia. Mr. Spears received his Bachelor of Arts degree from Brigham Young University. |
Age: | 51 | |||
Principal Occupation | Chief Technology Officer | |||
Experience: | Mr. Mullins has served as the Company’s Chief Technology Officer since 2024. Mr. Mullins brings over 25 years of experience in technology leadership to the role. His career has been marked by a commitment to service excellence and innovation, with a focus on developing solutions that significantly enhance business capabilities and guiding organizations through the complexities of digital transformation. With a background that spans consulting and corporate leadership roles, Mr. Mullins has a proven track record of partnering with customers and business leaders to craft strategies and implement effective technology, process and organizational changes. Mr. Mullins’ expertise is further underscored by his tenure in executive roles at companies such as ADP, where he served as Vice President of Enterprise Applications and Hosting Operations from 2004 to 2014, Microsoft as a technology strategist from 2014 to 2017, Blue Chip Consulting Group from 2017 to 2018, and at AlixPartners, where he served as a management consultant from 2018 to 2024, focusing on optimizing operating models and driving operational improvements. |
Age: | 71 | |||
Principal Occupation | Chief Accounting Officer | |||
Experience: | Ms. Blanton has served as the Company’s Chief Accounting Officer since 2021; previously she served as the Company’s Vice President and Global Controller from April 2020. Before joining the Company, Ms. Blanton was Senior Vice President of Accounting at FabFitFun, Inc., from September 2019 to March 2020, and before FabFitFun she was the Vice President and Corporate Controller at Crocs, Inc. from September 2016 to September 2019. Ms. Blanton served as the Vice President and Global Corporate Controller at Quiksilver, Inc., from February 2014 to August 2016. Prior to her tenure at Quiksilver, she held various leadership and finance positions at other public companies. She began her career in public accounting at Arthur Young and Company (which merged with Ernst & Whinney in 1989 to create Ernst & Young LLP), from 1984 to 1989. Ms. Blanton is a California Certified Public Accountant and holds a Bachelor of Business Administration degree in accounting from the University of Michigan. |
Age: | 63 | |||
Principal Occupation | General Counsel and Secretary | |||
Experience: | Mr. Copple has served as the Company’s General Counsel since 2018. From July 2013 to July 2018, Mr. Copple was General Counsel for The Rubicon Project, Inc., now called Magnite, a publicly-traded company that automates the purchase and sale of digital media advertising. Previously, Mr. Copple served as General Counsel for Eclipsys Corporation, a publicly-traded enterprise provider of electronic medical record software and related services for hospitals, and for Exult, Inc. a publicly-traded provider of human resources business process outsourcing and related finance and administration services to Global 500 companies. Mr. Copple started his career with Gibson, Dunn & Crutcher LLP, where he practiced for eleven years, including three years as a partner, and where he had a broad transactional and corporate practice, representing public and private companies in various industries. Mr. Copple earned his JD and MBA degrees at UCLA, and his undergraduate degree from Stanford University. |
Age: | 49 | |||
Principal Occupation | Chief Human Resources Officer | |||
Experience: | Ms. Romero has served as the Company’s Chief Human Resources Officer since 2022 and is responsible for leading the global Human Resources function, including supporting business transformation and modernization. Prior to joining the Company, Ms. Romero served as Global Succession & Development lead at WPP from 2019 to 2022. She also made an impact at Navigant between 2015 and 2019, where she led Human Capital for their Healthcare segment; Accenture, where she worked in human resources as a global Talent Strategist; Accenture Consulting as a Talent & Organization Performance Manager; and at Disney as an Organization Development internal consultant. Ms. Romero holds a Master’s Degree in Organization Development from Bowling Green State University and a Bachelor of Arts degree in Psychology from Ohio University. |
Age: | 57 | |||
Principal Occupation | EVP, Global Head of Product | |||
Experience: | Mr. Daxner has served as the Company’s Executive Vice President, Global Head of Product since 2023, with responsibility for driving revenue and providing strategic vision for the organization around HireRight eCommerce solutions and data acquisition partnerships. He joined HireRight’s predecessor GIS in 2018 as Chief Product Officer and has also served HireRight as Chief Digital Officer from 2020 to 2024. Prior to HireRight, Mr. Daxner served as Senior Sales Vice President, Americas at Survey Sampling International from 2015 to 2017. There, Mr. Daxner led the $285 million Americas sales team and oversaw business development, sales and account management for 3,500+ clients. Prior to that role, Mr. Daxner was the executive vice president of membership at Affinion, where he held a variety of leadership positions including senior vice president of sales and account management, and vice president of credit card marketing, and held full responsibility for sales, account management, product and marketing in North America and Canada. Mr. Daxner graduated summa cum laude from DeVry University with a Bachelor of Science in business management. |
Age: | 51 | |||
Principal Occupation | EVP Americas | |||
Experience: | Ms. O’Loughlin has served as the Company’s Executive Vice President, Americas since 2023. Ms. O’Loughlin has broad experience in the healthcare and background screening industries and, since joining HireRight in 2009, has also led the Strategic Alliances and Product Management teams. Ms. O’Loughlin’s focus has always been on improving the candidate experience and, under her leadership, HireRight has won numerous awards for its unparalleled candidate experience. Ms. O’Loughlin has also expanded the depth and breadth of HireRight’s Applicant Tracking System integrations. Previously, Ms. O’Loughlin spent over 10 years in the healthcare industry in a variety of companies and roles ranging from Vice President at UnitedHealth Group to the co-founder of a Webby Award-winning healthcare start-up. While at UnitedHealth Group, she launched the Secure Horizons partnership with Wal-Mart and was Chief of Staff for the AARP relationship. Ms. O’Loughlin holds a Master of Business Administration degree from the Wharton School, University of Pennsylvania, and a bachelor’s degree from Bowdoin College. |
Age: | 45 | |||
Principal Occupation | SVP, Global Head of Operations | |||
Experience: | Mr. Ensor has served as the Company’s Senior Vice President, Global Head of Operations since 2023. In this role, Mr. Ensor has the ultimate responsibility for building and driving the organization's operational functions to meet customer requirements, while implementing continuous improvement processes to encourage sustainable growth and scalability. Mr. Ensor joined HireRight in 2020, originally overseeing operational activities for the Americas with concerted efforts on aligning organizational structure and future global footprint. Before HireRight, Mr. Ensor had a 20+ year career spanning various operational leadership roles in both the background screening and medical device industries, at organizations including Sterling Check, Scott Fetzer Co. and St. Jude Medical. Mike earned a Bachelor of Science in Biomedical Engineering from Tulane University and an MBA from the Coles College of Business at Kennesaw State University. |
• | Audit; |
• | Compensation; |
• | Nominating and Governance; and |
• | Privacy and Cybersecurity |
| Director | | Audit Committee | | | Compensation Committee | | | Nominating and Governance Committee | | | Privacy and Cybersecurity Committee | |
| Guy Abramo | | | | | | | | | ||||
| Venkat Bhamidipati | | X | | | | | | | | |||
| James Carey | | | | | | X | | | | |||
| Mark Dzialga | | X | | | | | | | | |||
| Josh Feldman | | | | X | | | | | X | | ||
| Rene Kern | | | | X | | | X | | | | ||
| Larry Kutscher, Chair | | | | | | C | | | | |||
| James LaPlaine | | | | | | | | C | | |||
| James Matthews | | | | C | | | | | X | | ||
| Jill Smart | | | | X | | | | | | |||
| Lisa Troe | | C | | | | | | | X | |
• | Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings; |
• | Experience: Directors should have broad training and experience at the policy-making or strategic level, and expertise that is useful to the Company and complementary to the background and experience of other Board members, so that a useful balance of members on the Board can be achieved and maintained; |
• | Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues; and |
• | High Performance Standards: Directors should have a history of achievements which reflects high standards for themselves and others. |
| | | Abramo | | | Carey | | | Dzialga | | | Feldman | | | Kern | | | LaPlaine | | | Matthews | | | Smart | | | Troe | | | Kutscher | | | Bhamidipati | |
Skills, Experience, and Attributes | ||||||||||||||||||||||||||||||||||
| Industry Experience | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Background Screening | | | x | | | | | | | | | | | | | | | x | | | | | | | |||||||||
| Recruiting/Staffing | | | | | | | | | | | | | | | | | x | | | | | | | ||||||||||
| Credit Bureau | | | x | | | | | | | | | | | | | | | | | | | x | | | |||||||||
| HR Services | | | | | | | x | | | | | | | | | | | x | | | | | | | |||||||||
| Technology | | | x | | | | | | | x | | | x | | | x | | | | | x | | | x | | | | | x | ||||
| Technology Enabled Services | | | x | | | x | | | x | | | | | x | | | x | | | x | | | x | | | x | | | x | | | x | |
| Consumer | | | x | | | x | | | x | | | | | x | | | | | | | | | | | x | | | x | |||||
| Academia | | | | | | | | | | | | | | | | | x | | | | | | | ||||||||||
Business Experience and Skills | ||||||||||||||||||||||||||||||||||
C-Suite Executive | x | x | x | x | x | |||||||||||||||||||||||||||||
Public Company Board | x | x | x | x | x | x | x | x | x | |||||||||||||||||||||||||
International | x | x | x | x | x | x | ||||||||||||||||||||||||||||
Business Operations | x | x | x | x | ||||||||||||||||||||||||||||||
Strategic Planning | x | x | x | x | x | x | x | x | ||||||||||||||||||||||||||
Governmental/Regulatory | x | x | x | |||||||||||||||||||||||||||||||
Human Capital/Personnel Management | x | x | ||||||||||||||||||||||||||||||||
Legal | x | |||||||||||||||||||||||||||||||||
Corporate Governance, Compliance, Ethics | x | x | x | x |
| Investor Relations Experience | | | x | | | | | x | | | | | x | | | | | x | | | x | | | x | | | x | | | x | |||
| Risk Management | | | x | | | x | | | | | | | | | | | x | | | | | x | | | | | x | ||||||
| Marketing | | | x | | | | | | | | | | | x | | | | | x | | | | | x | | | |||||||
| Financial Literacy | | | x | | | x | | | x | | | x | | | x | | | | | x | | | x | | | x | | | x | | | x | |
| Financial Accounting (e.g. Audit Cte Fin Expert) | | | | | | | | | | | x | | | | | x | | | | | x | | | x | | | x | ||||||
| M&A | | | | | x | | | x | | | x | | | x | | | x | | | x | | | | | | | x | | | ||||
| Capital Markets | | | | | x | | | x | | | x | | | x | | | | | x | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| Demographics | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Asian (other than Indian/South Asian) | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Black/African American | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Hispanic/Latin American | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Indian/South Asian | | | | | | | | | | | | | | | | | | | | | | | x | ||||||||||
| Middle Eastern/North African | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Native American/Alaskan Native | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| Native Hawaiian/Other Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
| White/Caucasian | | | x | | | x | | | x | | | x | | | x | | | x | | | x | | | x | | | x | | | x | | | |
| Male | | | x | | | x | | | x | | | x | | | x | | | x | | | x | | | | | | | x | | | x | ||
Female | x | x | ||||||||||||||||||||||||||||||||
Non-binary | ||||||||||||||||||||||||||||||||||
Independence3 | x | x | x | x | x | x | x | x | x | x | ||||||||||||||||||||||||
Tenure (in years) | 6 | 6 | 6 | 4 | 2 | 3 | 6 | 6 | 3 | 1 | 1 |
Name and Principal Position | Year | Salary($) | Stock Awards($)(1) | Option Awards($)(2) | Non-Equity Incentive Plan Compensation($)(3) | All Other Compensation($)(4) | Total ($) | ||||||||||||||||||
Guy Abramo President &Chief Executive Officer | 2023 | 700,000 | 9,077,000 | — | 700,000 | 57,502 | 10,534,502 | ||||||||||||||||||
2022 | 615,769 | 3,885,000 | 1,749,999 | 678,332 | 55,301 | 6,984,401 | |||||||||||||||||||
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Thomas Spaeth Chief Financial Officer | 2023 | 475,000 | 4,200,000 | — | 285,000 | 13,200 | 4,973,200 | ||||||||||||||||||
2022 | 475,000 | 1,664,987 | 749,996 | 313,500 | 12,200 | 3,215683 | |||||||||||||||||||
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Brian Copple General Counsel & Secretary | 2023 | 390,000 | 2,775,000 | — | 234,000 | 13,200 | 3,412,200 | ||||||||||||||||||
2022 | 390,000 | 1,387,489 | 624,997 | 258,000 | 12,200 | 2,672,686 |
(1) | Represents the aggregate grant date fair value of performance and service-based restricted stock units (“RSUs”) granted in 2023 and 2022 under our 2021 Omnibus Equity Incentive Plan (the “Omnibus Incentive Plan”) computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation. Assumptions used in calculating these amounts are described in Note 20 of our audited financial statements for the fiscal year ended December 31, 2023, included in our fiscal 2023 Annual Report on Form 10-K. The 2023 value shown for each of the named executive officers relates to annual equity compensation awards and special long-term retention equity awards. Half of the Dollar-denominated value of the annual awards was granted as service-based RSUs vesting annually over four years, and the other half of the Dollar-denominated value of the annual awards was granted as performance-based restricted stock units (“PSUs”) vesting based upon attainment of target levels of total stockholder return (“TSR”) as of the third-anniversary of the grant date. The special long-term retention awards were granted as PSUs that (i) qualified for vesting based 50% upon attainment of 2023 target levels of in-year adjusted earnings before interest, taxes, depreciation and amortization (“AEBITDA”) and 50% upon attainment of target levels of run-rate AEBITDA giving effect to margin-improvement initiatives implemented in 2023 but not yet fully reflected in actual in-year AEBITDA results; and (ii) as to the PSUs that qualified for vesting, actually vest in equal 50% installments on the first and second anniversaries of the qualification determination date, subject to continued service. The special long-term retention awards qualified with respect to 97.25% of the underlying shares, which are now subject to service-based vesting as described above. The entire 2022 values shown for Messrs. Abramo, Spaeth and Copple relate to PSUs that would have qualified for service-based vesting 50% in March 2024 and 50% March 2025 based upon attainment of specified levels of 2022 AEBITDA. The minimum threshold level of 2022 AEBITDA required for these performance stock awards to qualify for vesting was not attained, and accordingly these performance stock units lapsed in their entirety and were canceled with no vesting. |
(2) | Represents the aggregate grant date fair value of performance and service-based stock options granted in 2022 computed in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 19 of our audited financial statements for the fiscal year ended December 31, 2022, included in our fiscal 2022 Annual Report on Form 10-K. The 2022 values shown for Messrs. Abramo, Spaeth and Copple relate to options that would have qualified for service-based vesting 50% in March 2024 and 50% March 2025 based upon attainment of specified levels of 2022 AEBITDA. The minimum threshold level of 2022 AEBITDA required for these performance stock option awards to qualify for vesting was not attained, and accordingly these performance stock options lapsed in their entirety and were canceled with no vesting. There were no options granted to the named executive officers for fiscal year 2023. |
(3) | Represents the cash incentive payments earned by the named executive officers under our 2023 Annual Incentive Plan. For additional information please see the section entitled “—Non-Equity Incentive Plan Performance and Payments.” |
(4) | Amounts set forth in the “All Other Compensation” column for 2023 reflect the amounts shown in the table below. |
401(k) Matching Contributions($) | Housing Allowance($) | Car Allowance($) | Total ($) | |||||||||||||
Guy Abramo | 13,200 | 24,052 | 20,250 | 57,502 | ||||||||||||
Thomas Spaeth | 13,200 | — | — | 13,200 | ||||||||||||
Brian Copple | 13,200 | — | — | 13,200 |
• | Term. The term of each employment agreement began on October 28, 2021 and will end on the earliest of (a) the executive’s death or termination by the Company due to “disability,” (b) termination by the Company for or without “cause” or (c) resignation by the executive for or without “good reason” (as such terms are defined in each employment agreement). |
• | Location. The named executive officer is based at our principal office in Nashville, Tennessee or any mutually agreed location. |
• | Reporting. Mr. Abramo’s duties and responsibility are determined and assigned to Mr. Abramo by our Board of Directors. The other named executive officers report directly to Mr. Abramo. |
• | Compensation. The agreements provide for base salaries and target annual bonuses as follows: Mr. Abramo’s agreement provides for a base salary of $700,000 and a target annual bonus equal to 100% of his base salary; Mr. Spaeth’s agreement provides for a base salary of $475,000 and a target annual bonus of 60% of base salary; and Mr. Copple’s agreement provides for a base salary of $390,000 and a target annual bonus of 60% of base salary. For each executive, the actual amount of the annual bonus will be determined based on achievement of Company and/or individual performance criteria, subject to the executive’s employment through the date of payment. |
• | Restrictive Covenants. Each employment agreement also includes covenants relating to non-competition and non-solicitation of employees and customers (which apply for one year after termination of employment), perpetual confidentiality and assignment of intellectual property. The restrictive covenants expire on the date of a “change in control termination” (see definition below under “Potential Payments Upon Termination of Employment or Change in Control”). |
• | Benefit Participation. Our named executive officers are entitled to participate in all of the employee benefit and fringe benefit plans and arrangements that are generally available to senior executives of the Company and receive reimbursement for reasonable business-related expenses. |
• | Severance Benefits. Each employment agreement provides for severance benefits if the executive officer’s employment ceases as a result of termination by the Company without cause or resignation by the executive officer for good reason. See “Potential Payments Upon Termination of Employment or Change in Control” below. |
Option Awards | Stock Awards | |||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(2) | |||||||||
Guy Abramo | 03/20/2023 | — | — | — | — | 175,550 | 2,361,148 | |||||||||||
03/20/2023 | — | — | — | — | — | — | 337,477 | 4,539,066 | ||||||||||
03/20/2023 | — | — | — | — | — | — | 468,405 | 6,300,047 | ||||||||||
| 10/28/2021(4) | | 262,404 | | 262,404 | | 19.00 | | 10/28/2031 | | — | | — | | — | | — | |
| 10/28/2021 | | — | | — | | — | | — | | 80,592 | | 1,083,962 | | — | | — | |
| 12/3/2018(5) | | 190,560 | | 95,281 | | 15.97 | | 7/12/2028 | | — | | — | | — | | — | |
| 12/3/2018(5) | | 381,121 | | 190,561 | | 15.97 | | 1/15/2028 | | — | | — | | — | | — | |
| 12/3/2018(6) | | 571,683 | | — | | 15.97 | | 1/15/2028 | | — | | — | | — | | — | |
Thomas Spaeth | 03/20/2023 | — | — | — | — | — | — | 267,660 | 3,600,029 | |||||||||
03/20/2023 | — | — | — | — | — | — | 105,820 | 1,423,279 | ||||||||||
03/20/2023 | — | — | — | — | 55,045 | 740,355 | — | — | ||||||||||
| 10/28/2021(4) | | 81,398 | | 81,398 | | 19.00 | | 10/28/2031 | | — | | — | | — | | — | |
| 10/28/2021 | | — | | — | | — | | — | | 25,000 | | 336,250 | | — | | — | |
| 12/3/2018(5) | | 76,224 | | 38,112 | | 15.97 | | 7/12/2028 | | — | | — | | — | | — | |
| 12/3/2018(6) | | 114,336 | | — | | 15.97 | | 7/12/2028 | | — | | — | | — | | — | |
Brian Copple | 03/20/2023 | — | — | — | — | — | — | 167,287 | 2,250,010 | |||||||||
03/20/2023 | — | — | — | — | — | — | 79,365 | 1,067,459 | ||||||||||
03/20/2023 | — | — | — | — | 41,284 | 555,270 | — | — | ||||||||||
| 10/28/2021(4) | | 65,334 | | 65,334 | | 19.00 | | 10/28/2031 | | — | | — | | — | | — | |
| 10/28/2021 | | — | | — | | — | | — | | 20,066 | | 269,888 | | — | | — | |
| 12/3/2018(5) | | 57,168 | | 28,584 | | 15.97 | | 7/12/2028 | | — | | — | | — | | — | |
| 12/3/2018(6) | | 85,752 | | — | | 15.97 | | 7/12/2028 | | — | | — | | — | | — |
(1) | The restricted stock units listed in this column and granted on 10/28/21 were issued in connection with the Company's initial public offering with a four-year service-based vesting schedule. They vested with respect to 25% of the underlying shares on each of November 20, 2022 and November 20, 2023, and are scheduled to vest with respect to the remaining 50% of the underlying shares in two equal installments on November 20 of each of 2024, and 2025, subject generally to continued employment through each vesting date. The restricted stock units listed in this column and granted on 3/20/23 were issued as part of annual equity compensation and vest in four equal installments on May 20 of each of 2024, 2025, 2026 and 2027, subject generally to continued service through each vesting date. |
(2) | Represents the fair market value of the shares underlying the RSU or PSUs as of December 31, 2023, based on the closing price of Common Stock, as reported on the NYSE, of $13.45 on December 29, 2023. |
(3) | The awards listed in this column in the amounts of 337,477 for Mr. Abramo, 105,820 for Mr. Spaeth, and 79,365 for Mr. Copple are annual awards in the form of PSUs that would vest based upon attainment of target levels of total stockholder return as of the third-anniversary of the grant date. The awards listed in this column in the amounts of 468,405 for Mr. Abramo, 267,660 for Mr. Spaeth, and 167,287 for Mr. Copple are long-term incentive awards that (i) qualify for vesting based 50% upon attainment of 2023 target levels of in-year AEBITDA and 50% upon attainment of target levels of run-rate AEBITDA giving effect to margin-improvement initiatives implemented in 2023 but not yet fully reflected in actual in-year AEBITDA results; and (ii) as to the PSUs that qualify for vesting, actually vest in equal 50% installments on the first and second anniversaries of the qualification determination date, subject to continued service through each vesting date. The long-term retention awards qualified with respect to 97.25% of the underlying shares, which are now subject to service-based vesting as described above. |
(4) | These stock options were issued in connection with the Company’s initial public offering with a four-year service-based vesting schedule. They vested with respect to 25% of the underlying shares on the first anniversary of their grant date, and are scheduled to vest with respect to the remaining 75% of the underlying shares in 12 equal quarterly installments ending on the fourth anniversary of their grant date, subject generally to continued employment through each vesting date. |
(5) | These options were originally issued following the combination of HireRight and GIS to vest as a function of attainment by the Company’s private equity investors of specified levels of cash-on-cash return on their investments in the Company. In March 2022 the private equity investors had sold none of their shares in the Company and none of these options had vested. At that time, the Compensation Committee approved modifying them to vest based upon continued service over the ensuing three years in 12 equal quarterly installments ending on December 31, 2024. |
(6) | These are service-based options issued following the combination of HireRight and GIS. The options issued to Mr. Abramo were fully vested as of January 15, 2022, the fourth anniversary of commencement of his service as Chief Executive Officer of GIS. The options issued to Messrs. Spaeth and Copple were fully vested as of July 12, 2022, the fourth anniversary of the combination of HireRight and GIS. |
Description/Recipient | Dollar Amount per Annum ($) | |||
Basic retainer for each non-employee director | 70,000 | |||
Audit Committee chair | 27,500 | |||
Audit Committee member other than chair | 12,500 | |||
Compensation Committee chair | 20,000 | |||
Compensation Committee member other than chair | 10,000 | |||
Nominating and Governance Committee chair | 20,000 | |||
Nominating and Governance Committee member other than chair | 10,000 | |||
Privacy and Cybersecurity Committee chair | 20,000 | |||
Privacy and Cybersecurity Committee member other than chair | 10,000 | |||
Non-executive chair, if any | 85,000 | |||
Lead Independent Director, if any | 25,000 |
Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | Option Awards ($)(3) | Total ($) | ||||||||||||
Venkat Bhamidipati(4) | 70,361 | 28,970 | — | 99,331 | ||||||||||||
James Carey(5) | 80,000 | 165,000 | — | 245,000 | ||||||||||||
Mark Dzialga | 188,019 | 165,000 | — | 353,019 | ||||||||||||
Josh Feldman(5) | 87,445 | 165,000 | — | 252,445 | ||||||||||||
Rene Kern(5) | 93,194 | 165,000 | — | 258,194 | ||||||||||||
Larry Kutscher(4) | 141,172 | 45,614 | — | 186,786 | ||||||||||||
James LaPlaine | 90,000 | 165,000 | — | 255,000 | ||||||||||||
James Matthews(5) | 100,000 | 165,000 | — | 265,000 | ||||||||||||
Jill Smart | 92,360 | 165,000 | — | 257,360 | ||||||||||||
Lisa Troe | 117,746 | 165,000 | — | 282,746 |
(1) | Amounts set forth in this column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director, including basic retainer fees and committee and/or chair fees. |
(2) | Amounts set forth in this column represent the aggregate grant date fair value of the RSU awards granted to the non-employee directors in 2023 computed in accordance with FASB ASC Topic 718. In fiscal year 2023, each of our non-employee received a grant of 16,369 RSUs on May 25, 2023, and those RSUs were outstanding at the end of 2023. Messrs. Kutscher and Bhamidipati were appointed to our Board of Directors effective as of February 13, 2023 and April 4, 2023 respectively and, as a result, they received prorated grants of 3,939 and 2,733 RSUs respectively for the period from joining the Board until May 25, 2023. Their prorated grants vested on May 25, 2023. |
(3) | The Company’s predecessor HireRight GIS Group Holdings LLC (“HGGH”), issued options to non-employee directors, but beginning with the Company’s initial public offering on October 28, 2021, all equity compensation provided to non-employee directors has been in the form of service-based restricted stock units. |
(4) | Messrs. Kutscher and Bhamidipati were appointed to our Board of Directors effective as of February 13, 2023 and April 4, 2023 respectively and, as a result the compensation for their services was prorated. |
(5) | All fees earned by Mr. Carey and Mr. Matthews are paid directly to Stone Point, and all fees earned by Mr. Feldman and Mr. Kern are paid directly to General Atlantic. The RSUs granted to Mr. Carey and Mr. Matthews are held solely for the benefit of Stone Point, and the RSUs granted to Mr. Feldman and Mr. Kern are held solely for the benefit of General Atlantic Service Company, L.P. ("General Atlantic Service Company"). |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Plan category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Column (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights($)(1) Column (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2) Column (c) | |||||||||
Equity compensation plans approved by security holders(3) | -- | -- | ||||||||||
2021 Omnibus Incentive Plan | 1,596,780 | 18.34 | 8,126,785 | |||||||||
2021 Employee Stock Purchase Plan | -- | -- | 2,942,783 | |||||||||
Equity compensation plans not approved by security holders(4) | 2,896,018 | 16.19 | -- | |||||||||
Total | 4,492,798 | 16.96 | 11,069,568 |
(1) | Weighted average exercise price relates solely to outstanding stock option shares, as shares subject to RSUs or PSUs have no exercise price. |
(2) | As of December 31, 2023, (i) 8.1 million shares remained available for future issuance under our 2021 Plan and (ii) 2.9 million shares remained available for future issuance under our ESPP. No shares remained available for future issuance under the 2018 Plan as of December 31, 2023. Our 2021 Plan has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2021 Plan to be added on the first day of each fiscal year, starting with fiscal year 2022, in an amount equal to 4% of the number of shares of our common stock outstanding on the immediately preceding December 31 or such lesser amount determined by our board of directors or the compensation committee of our board of directors. |
(3) | These plans consist of our 2021 Omnibus Incentive Plan and 2021 Employee Stock Purchase Plan. |
(4) | This plan consists of our 2018 Equity Incentive Plan that was in place prior to Company’s registration with the SEC. |
Name of beneficial owner | Number of Outstanding Shares Beneficially Owned | Number of Shares Exercisable Within 60 days | Number of Shares Beneficially Owned | Percentage of Beneficial Ownership | ||||||||||||
5% and greater stockholders: | ||||||||||||||||
General Atlantic(1) | 32,137,852 | — | 32,137,852 | 47.72 | % | |||||||||||
Stone Point Capital(2) | 18,493,863 | — | 18,493,863 | 27.46 | % | |||||||||||
Named executive officers and directors: | ||||||||||||||||
Guy Abramo(3) | 43,438 | 1,542,830 | 1,586,268 | 2.35 | % | |||||||||||
Thomas Spaeth(4) | 14,850 | 301,836 | 316,686 | * | ||||||||||||
Brian Copple(5) | 14,784 | 231,732 | 246,516 | * | ||||||||||||
Venkat Bhamidipati | 2,733 | — | 2,733 | * | ||||||||||||
James Carey(6) | 15,233 | — | 15,233 | * | ||||||||||||
Mark Dzialga | 42,805 | — | 42,805 | * | ||||||||||||
Josh Feldman(7) | 15,233 | — | 15,233 | * | ||||||||||||
Rene Kern(8) | 8,379 | — | 8,379 | * | ||||||||||||
Larry Kutscher | 3,939 | — | 3,939 | * | ||||||||||||
James LaPlaine | 11,073 | — | 11,073 | * | ||||||||||||
James Matthews | 15,233 | — | 15,233 | * | ||||||||||||
Jill Smart(9) | 15,233 | 53,858 | 69,091 | * | ||||||||||||
Lisa Troe(10) | 11,421 | 32,315 | 43,736 | * | ||||||||||||
All current directors and executive officers as a group (19 persons) | 264,196 | 2,475,325 | 2,739,521 | 4.07 | % |
* | Indicates beneficial ownership of less than 1% of the total outstanding common stock. |
(1) | Represents 2,390,000 shares of Company Common Stock held by GAP HRG II, 20,438,147 shares of Company Common Stock held by GA HRG Collections, 857,318 shares of Company Common Stock held by GAPCO GS, 4,885,582 shares of Company Common Stock held by GA AIV-B GS, 3,538,851 shares of Company Common Stock held by GA AIV-A GS, 15,233 shares of the Company Common Stock held by Josh Feldman solely for the benefit of General Atlantic Service Company, 8,379 shares of Company Common Stock held by Rene Kern solely for the benefit of General Atlantic Service Company and 4,342 shares of Company Common Stock held by Peter Munzig solely for the benefit of General Atlantic Service Company.The limited partners of GA HRG Collections that share beneficial ownership of the shares held by GA HRG Collections, at the time of this proxy statement, are the following General Atlantic investment funds: GAP 100, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The limited partners of GA HRG II that share beneficial ownership of the shares held by GA HRG II, at the time of this proxy statement, are the following General Atlantic investment funds: GAPCO CDA, GAPCO III, GAPCO IV, GAPCO V, GAP Lux, GAP Bermuda IV and GAP Bermuda EU. The limited partners of GAPCO GS that share beneficial ownership of the shares held by GAPCO GS, at the time of this proxy statement, are the following General Atlantic investment funds: GAPCO AIV Holdings, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The limited partners that share beneficial ownership of the shares held by GA AIV-A GS and GA AIV-B GS, at the time of this proxy statement, are the following General Atlantic investment funds: in the case of GA AIV-A GS, GAP AIV-1 A and in the case of GA AIV-B GS, GAP AIV-1 B and GA AIV-1 B Interholdco. The general partner of HRG II is GA SPV Bermuda. The general partner of GAP Lux is GA GenPar Lux and the general partner of GA GenPar Lux is GA Lux Sarl. GA GenPar Bermuda is the sole shareholder of GA Lux Sarl, the sole member of GA SPV Bermuda, the general partner of GAP Bermuda IV and the general partner of GAP Bermuda EU. The general partner of GAP Bermuda. GA LP is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the general partner of GAPCO CDA and GA GenPar. GA SPV is the general partner of GA HRG Collections, GAPCO GS, GAPCO AIV Holdings, GA AIV-A GS and GA AIV-B GS. GA LP and GAP Bermuda are controlled by the Partnership Committee of GASC MGP, LLC (the “Partnership Committee”**). GA GenPar is the general partner of AIV-1 A, GAP AIV-1 B, GAP 100 and GA AIV-1 B Interholdco. There are Five members of the Partnership Committee. Each of the members of the Partnership Committee disclaims ownership of the Shares of Common Stock reported herein except to the extent he has a pecuniary interest therein. The address of each of GAP Bermuda, GA GenPar Bermuda, GAP Bermuda IV, GAP Bermuda EU, GAP HRG II and GA SPV Bermuda is c/o Conyers Client Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of each of GA Lux Sarl, GA GenPar Lux and GAP Lux is 412F, Route d’Esch, L-1471 Luxembourg. The address of each of GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV, GA HRG Collections, GAP AIV-1 A, GAP AIV-1 B, GA AIV-1 B Interholdco, GA AIV-B GS, GA AIV-A GS, GAPCO GS, GAPCO AIV Holdings, GAP 100, GA GenPar and GA LP is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. **The Partnership Committee is formerly the Management Committee, with composition effective pending applicable regulatory approvals. |
(2) | Represents 11,959,030 shares of Company Common Stock held by Trident VII, L.P., 5,814,235 shares of Company Common Stock held by Trident VII Parallel Fund, L.P., 100,067 shares of Company Common Stock held by Trident VII DE Parallel Fund, L.P. and 590,065 shares of Company Common Stock held by Trident VII Professionals Fund, L.P. (the “Trident VII Partnerships”). Trident VII GP is the general partner of Trident VII, L.P., Trident VII Parallel Fund, L.P. and Trident VII DE Parallel Fund, L.P., and Trident VII Professionals GP is the general partner of Trident VII Professionals Fund, L.P. Pursuant to certain management agreements, Stone Point Capital LLC, the investment manager of the Trident VII Partnerships, has received delegated authority by Trident VII GP relating to the Trident VII Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VII Partnerships without first receiving direction from the Investment Committee of the Trident VII GP or a majority of the general partners of the Trident VII GP. Each of the directors appointed by the Trident VII Partnerships disclaims any beneficial ownership of any shares held by the Trident VII Partnerships except to the extent of his ultimate pecuniary interest. |
(3) | Consists of (a) 43,438 shares of Company Common Stock held directly and (b) 1,542,830 shares of Company Common Stock that may be acquired pursuant to the exercise of Company Options within 60 days of March 18, 2024. |
(4) | Consists of (a) 14,850 shares of Company Common Stock held directly and (b) 301,836 shares of Company Common Stock that may be acquired pursuant to the exercise of Company Options within 60 days of March 18, 2024. |
(5) | Consists of (a) 14,784 shares of Company Common Stock held directly and (b) 231,732 shares of Company Common Stock that may be acquired pursuant to the exercise of Company Options within 60 days of March 18, 2024. |
(6) | Includes 15,233 shares of Company Common Stock held by Mr. Carey solely for the benefit of Stone Point, of which Mr. Carey is President, and for which Mr. Carey disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any. |
(7) | Includes 15,233 shares of Company Common Stock held by Mr. Feldman solely for the benefit of General Atlantic Service Company. Mr. Feldman disclaims beneficial ownership of these shares of Company Common Stock. |
(8) | Includes 8,379 shares of Company Common Stock held by Mr. Kern solely for the benefit of General Atlantic Service Company. Mr. Kern disclaims beneficial ownership of these shares of Company Common Stock. |
(9) | Consists of (a) 15,233 shares of Company Common Stock held directly and (b) 53,858 shares of Company Common Stock that may be acquired pursuant to the exercise of Company Options within 60 days of March 18, 2024. |
(10) | Consists of (a) 11,421 shares of Company Common Stock held directly and (b) 32,315 shares of Company Common Stock that may be acquired pursuant to the exercise of Company Options within 60 days of March 18, 2024. |
(a) | any acquisition or disposition in which aggregate consideration is greater than $250,000,000 in a single transaction or series of related transactions; |
(b) | any transaction in which any person or group acquires more than 50% of the Company’s then outstanding capital stock or the power to elect a majority of the members of the Board of Directors; |
(c) | any incurrence or refinancing of indebtedness of the Company and its subsidiaries to the extent such incurrence or refinancing would result in the Company and its Subsidiaries having indebtedness in excess of $750,000,000 principal amount in the aggregate; |
(d) | hiring or termination of the Company’s chief executive officer; |
(e) | any increase or decrease in the size of the Board of Directors; |
(f) | any reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up; |
(g) | any repurchase or redemption of capital stock of the Company (other than (i) on a pro rata basis, (ii) pursuant to an open market plan approved by the Board of Directors or (iii) accepting shares from recipients of awards under the Company’s equity incentive plan in satisfaction of the obligation of such recipients to pay the exercise price of options or reimburse the Company for income tax withholding deposits paid by the Company on behalf of such recipients, or repurchase from employees following their departure); |
(h) | any payment or declaration of dividends on capital stock of the Company; |
(i) | any entry into a joint venture involving amounts in excess of $50,000,000; or |
(j) | adoption of a poison pill or similar rights plan. |
(a) | any acquisition or disposition in which aggregate consideration is greater than $250,000,000 in any single transaction or series or related transactions; |
(b) | any reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up (other than a sale of the Company, however structured); |
(c) | any repurchase or redemption of capital stock of the Company from General Atlantic or any of its affiliates (other than (i) on a pro rata basis or (ii) pursuant to an open market plan approved by the Board of Directors); or |
(d) | the entry into, or amendment of, any agreement or arrangement with General Atlantic or any of its affiliates (excluding ordinary course, arm’s length commercial transactions). |
Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs (1) | Approximate dollar value of shares that may yet be purchased under the plans or programs | |||||||||||||||||||
(in millions) | |||||||||||||||||||||||
October 1 — October 31, 2022 | — | $ | — | — | $ | — | |||||||||||||||||
November 1 — November 30, 2022 | 791,780 | 10.39 | 791,780 | 91.8 | |||||||||||||||||||
December 1 — December 31, 2022 | 737,049 | 11.67 | 737,049 | 83.2 | |||||||||||||||||||
Total | 1,528,829 | $ | 11.01 | 1,528,829 | $ | 83.2 |
Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except percent of revenues) | |||||||||||||||||||||||||||||||||||||||||||||||
Revenues | $ | 806,668 | 100.0 | % | $ | 730,056 | 100.0 | % | $ | 540,224 | 100.0 | % | |||||||||||||||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Cost of services (exclusive of depreciation and amortization below) | 435,740 | 54.0 | % | 406,671 | 55.7 | % | 301,845 | 55.9 | % | ||||||||||||||||||||||||||||||||||||||
Selling, general and administrative | 200,853 | 24.9 | % | 188,298 | 25.8 | % | 173,579 | 32.1 | % | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 71,959 | 8.9 | % | 78,357 | 10.7 | % | 76,932 | 14.2 | % | ||||||||||||||||||||||||||||||||||||||
Total expenses | 708,552 | 87.8 | % | 673,326 | 92.2 | % | 552,356 | 102.2 | % | ||||||||||||||||||||||||||||||||||||||
Operating income (loss) | 98,116 | 12.2 | % | 56,730 | 7.8 | % | (12,132) | (2.2) | % | ||||||||||||||||||||||||||||||||||||||
Other expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 32,122 | 4.0 | % | 74,815 | 10.2 | % | 75,118 | 13.9 | % | ||||||||||||||||||||||||||||||||||||||
Other expense, net | 472 | 0.1 | % | 532 | 0.1 | % | 889 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Total other expense, net | 32,594 | 4.0 | % | 75,347 | 10.3 | % | 76,007 | 14.1 | % | ||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | 65,522 | 8.1 | % | (18,617) | (2.6) | % | (88,139) | (16.3) | % | ||||||||||||||||||||||||||||||||||||||
Income tax (benefit) expense | (79,052) | (9.8) | % | 2,686 | 0.4 | % | 3,938 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | 144,574 | 17.9 | % | $ | (21,303) | (2.9) | % | $ | (92,077) | (17.0) | % | |||||||||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands, except percents) | |||||||||||||||||
Net income (loss) | $ | 144,574 | $ | (21,303) | $ | (92,077) | |||||||||||
Income tax (benefit) expense (1) | (79,052) | 2,686 | 3,938 | ||||||||||||||
Interest expense | 32,122 | 74,815 | 75,118 | ||||||||||||||
Depreciation and amortization | 71,959 | 78,357 | 76,932 | ||||||||||||||
EBITDA | 169,603 | 134,555 | 63,911 | ||||||||||||||
Stock-based compensation | 11,474 | 4,528 | 3,218 | ||||||||||||||
Realized and unrealized loss on foreign exchange | 323 | 424 | 889 | ||||||||||||||
Merger integration expenses (2) | 205 | 551 | 10,055 | ||||||||||||||
Technology investments (3) | 563 | 3,567 | — | ||||||||||||||
Amortization of cloud computing software costs (4) | 2,690 | 21 | — | ||||||||||||||
Other items (5) | 3,452 | 16,572 | 14,855 | ||||||||||||||
Adjusted EBITDA | $ | 188,310 | $ | 160,218 | $ | 92,928 | |||||||||||
Net income (loss) margin (6) | 17.9 | % | 2.9 | % | 17.0 | % | |||||||||||
Adjusted EBITDA margin | 23.3 | % | 21.9 | % | 17.2 | % | |||||||||||
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands) | |||||||||||||||||
Net income (loss) | $ | 144,574 | $ | (21,303) | $ | (92,077) | |||||||||||
Income tax (benefit) expense (1) | (79,052) | 2,686 | 3,938 | ||||||||||||||
Income (loss) before income taxes | 65,522 | (18,617) | (88,139) | ||||||||||||||
Amortization of acquired intangible assets | 61,682 | 63,059 | 62,094 | ||||||||||||||
Loss on extinguishment of debt (2) | — | 5,170 | — | ||||||||||||||
Interest expense swap adjustments (3) | (12,634) | — | — | ||||||||||||||
Interest expense discounts (4) | 3,345 | 4,080 | 4,036 | ||||||||||||||
Stock-based compensation | 11,474 | 4,528 | 3,218 | ||||||||||||||
Realized and unrealized loss on foreign exchange | 323 | 424 | 889 | ||||||||||||||
Merger integration expenses (5) | 205 | 551 | 10,055 | ||||||||||||||
Technology investments (6) | 563 | 3,567 | — | ||||||||||||||
Amortization of cloud computing software costs (7) | 2,690 | 21 | — | ||||||||||||||
Other items (8) | 3,452 | 17,029 | 14,855 | ||||||||||||||
Adjusted income before income taxes | 136,622 | 79,812 | 7,008 | ||||||||||||||
Adjusted income taxes (9) | (57,040) | 1,610 | 4,977 | ||||||||||||||
Adjusted Net Income | $ | 193,662 | $ | 78,202 | $ | 2,031 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
Diluted net income (loss) per share | $ | 1.82 | $ | (0.35) | $ | (1.61) | |||||||||||
Income tax (benefit) expense (1) | (1.00) | 0.04 | 0.07 | ||||||||||||||
Amortization of acquired intangible assets | 0.78 | 1.04 | 1.08 | ||||||||||||||
Loss on extinguishment of debt (2) | — | 0.09 | — | ||||||||||||||
Interest expense swap adjustments (3) | (0.16) | — | — | ||||||||||||||
Interest expense discounts (4) | 0.04 | 0.07 | 0.07 | ||||||||||||||
Stock-based compensation | 0.15 | 0.07 | 0.06 | ||||||||||||||
Realized and unrealized loss on foreign exchange | — | 0.01 | 0.02 | ||||||||||||||
Merger integration expenses (5) | — | 0.01 | 0.17 | ||||||||||||||
Technology investments (6) | 0.01 | 0.06 | — | ||||||||||||||
Amortization of cloud computing software costs (7) | 0.04 | — | — | ||||||||||||||
Other items (8) | 0.04 | 0.28 | 0.26 | ||||||||||||||
Adjusted income taxes (9) | 0.72 | (0.03) | (0.08) | ||||||||||||||
Adjusted Diluted Earnings Per Share | $ | 2.44 | $ | 1.29 | $ | 0.04 | |||||||||||
Weighted average number of shares outstanding - diluted | 79,443,263 | 60,821,472 | 57,168,291 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands) | |||||||||||||||||
Net cash provided by operating activities | $ | 107,728 | $ | 47,474 | $ | 16,426 | |||||||||||
Net cash used in investing activities | (16,931) | (14,037) | (12,206) | ||||||||||||||
Net cash provided by (used in) financing activities | (41,921) | 59,987 | (984) | ||||||||||||||
Net increase in cash, cash equivalents and restricted cash | $ | 48,876 | $ | 93,424 | $ | 3,236 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands, except share, and per share data) | |||||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 162,092 | $ | 111,032 | |||||||
Restricted cash | 1,310 | 5,182 | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $5,812 and $4,284 at December 31, 2022 and 2021, respectively | 136,656 | 142,473 | |||||||||
Prepaid expenses and other current assets | 18,745 | 18,583 | |||||||||
Total current assets | 318,803 | 277,270 | |||||||||
Property and equipment, net | 9,045 | 11,127 | |||||||||
Right-of-use assets, net | 8,423 | — | |||||||||
Intangible assets, net | 331,598 | 389,483 | |||||||||
Goodwill | 809,463 | 819,538 | |||||||||
Cloud computing software, net | 35,230 | 8,133 | |||||||||
Deferred tax assets | 74,236 | — | |||||||||
Other non-current assets | 18,949 | 18,211 | |||||||||
Total assets | $ | 1,605,747 | $ | 1,523,762 | |||||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | 11,571 | $ | 13,688 | |||||||
Accrued expenses and other current liabilities | 75,208 | 75,294 | |||||||||
Accrued salaries and payroll | 31,075 | 29,280 | |||||||||
Derivative instruments, short-term | — | 16,662 | |||||||||
Debt, current portion | 8,350 | 8,350 | |||||||||
Total current liabilities | 126,204 | 143,274 | |||||||||
Debt, long-term portion | 683,206 | 688,683 | |||||||||
Derivative instruments, long-term | — | 11,444 | |||||||||
Tax receivable agreement liability | 210,543 | 210,639 | |||||||||
Deferred taxes liabilities | 5,748 | 14,765 | |||||||||
Operating lease liabilities, long- term | 10,055 | — | |||||||||
Other non-current liabilities | 1,673 | 9,240 | |||||||||
Total liabilities | 1,037,429 | 1,078,045 | |||||||||
Commitments and contingent liabilities (Note 14) | |||||||||||
Preferred stock, $0.001 par value, authorized 100,000,000 shares; none issued and outstanding as of December 31, 2022 and 2021 | — | — | |||||||||
Common stock, $0.001 par value, authorized 1,000,000,000 shares; 79,660,397 and 79,392,937 shares issued, and 78,131,568 and 79,392,937 shares outstanding as of December 31, 2022 and 2021, respectively | 80 | 79 | |||||||||
Additional paid-in capital | 805,799 | 793,382 | |||||||||
Treasury stock, at cost; 1,528,829 shares and no shares repurchased at December 31, 2022 and 2021, respectively | (16,827) | — | |||||||||
Accumulated deficit | (215,790) | (360,364) | |||||||||
Accumulated other comprehensive income (loss) | (4,944) | 12,620 | |||||||||
Total stockholders’ equity | 568,318 | 445,717 | |||||||||
Total liabilities and stockholders’ equity | $ | 1,605,747 | $ | 1,523,762 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands, except share and per share data) | |||||||||||||||||
Revenues | $ | 806,668 | $ | 730,056 | $ | 540,224 | |||||||||||
Expenses | |||||||||||||||||
Cost of services (exclusive of depreciation and amortization below) | 435,740 | 406,671 | 301,845 | ||||||||||||||
Selling, general and administrative | 200,853 | 188,298 | 173,579 | ||||||||||||||
Depreciation and amortization | 71,959 | 78,357 | 76,932 | ||||||||||||||
Total expenses | 708,552 | 673,326 | 552,356 | ||||||||||||||
Operating income (loss) | 98,116 | 56,730 | (12,132) | ||||||||||||||
Other expenses | |||||||||||||||||
Interest expense | 32,122 | 74,815 | 75,118 | ||||||||||||||
Other expense, net | 472 | 532 | 889 | ||||||||||||||
Total other expenses | 32,594 | 75,347 | 76,007 | ||||||||||||||
Income (loss) before income taxes | 65,522 | (18,617) | (88,139) | ||||||||||||||
Income tax (benefit) expense | (79,052) | 2,686 | 3,938 | ||||||||||||||
Net income (loss) | $ | 144,574 | $ | (21,303) | $ | (92,077) | |||||||||||
Net income (loss) per share: | |||||||||||||||||
Basic | $ | 1.82 | $ | (0.35) | $ | (1.61) | |||||||||||
Diluted | $ | 1.82 | $ | (0.35) | $ | (1.61) | |||||||||||
Weighted average shares outstanding: | |||||||||||||||||
Basic | 79,344,547 | 60,821,472 | 57,168,291 | ||||||||||||||
Diluted | 79,443,263 | 60,821,472 | 57,168,291 | ||||||||||||||
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands) | |||||||||||||||||
Net income (loss) | $ | 144,574 | $ | (21,303) | $ | (92,077) | |||||||||||
Other comprehensive income (loss), net of tax | |||||||||||||||||
Unrealized gain (loss) on derivatives qualified for hedge accounting: | |||||||||||||||||
Unrealized gain (loss) on interest rate swaps | 7,981 | 5,746 | (36,609) | ||||||||||||||
Reclassification adjustments included in earnings (1) | (10,955) | 19,723 | 16,017 | ||||||||||||||
Total unrealized gain (loss) | (2,974) | 25,469 | (20,592) | ||||||||||||||
Currency translation adjustment, net of tax benefit (expense) of $(175), $(2) and $90 for the years ended December 31, 2022, 2021 and 2020, respectively | (14,590) | (2,726) | 5,230 | ||||||||||||||
Other comprehensive income (loss) | (17,564) | 22,743 | (15,362) | ||||||||||||||
Comprehensive income (loss) | $ | 127,010 | $ | 1,440 | $ | (107,439) |
Class A Member Units | Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Units | Amount | Shares | Amount | Shares | Amount | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands, except unit and share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2019 | 57,168,291 | $ | 590,711 | — | $ | — | — | $ | — | $ | 12,142 | $ | (246,984) | $ | 5,239 | $ | 361,108 | ||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (92,077) | — | (92,077) | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | 3,218 | — | — | 3,218 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | — | — | (15,362) | (15,362) | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020 | 57,168,291 | 590,711 | — | — | — | — | 15,360 | (339,061) | (10,123) | $ | 256,887 | ||||||||||||||||||||||||||||||||||||||||||||||||
Corporate Conversion of Class A member Units to common stock | (57,168,291) | (590,711) | 57,168,291 | 57 | — | — | 590,654 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | — | — | 22,224,646 | 22 | — | — | 393,479 | — | — | 393,501 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (21,303) | — | (21,303) | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | 4,528 | — | — | 4,528 | |||||||||||||||||||||||||||||||||||||||||||||||||
Tax receivable agreement | — | — | — | — | — | — | (210,639) | — | — | (210,639) | |||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | — | — | 22,743 | 22,743 | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2021 | — | — | 79,392,937 | 79 | — | — | 793,382 | (360,364) | 12,620 | 445,717 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes | — | — | 267,460 | 1 | — | — | 943 | — | — | 944 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 144,574 | — | 144,574 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | 11,474 | — | — | 11,474 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | — | — | (1,528,829) | — | 1,528,829 | (16,827) | — | — | — | (16,827) | |||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | — | — | (17,564) | (17,564) | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2022 | — | $ | — | 78,131,568 | $ | 80 | 1,528,829 | $ | (16,827) | $ | 805,799 | $ | (215,790) | $ | (4,944) | $ | 568,318 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands) | |||||||||||||||||
Cash flows from operating activities | |||||||||||||||||
Net income (loss) | $ | 144,574 | $ | (21,303) | $ | (92,077) | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||
Depreciation and amortization | 71,959 | 78,357 | 76,932 | ||||||||||||||
Deferred income taxes | (82,658) | 1,485 | 2,903 | ||||||||||||||
Amortization of debt issuance costs | 3,345 | 4,080 | 4,036 | ||||||||||||||
Amortization of contract assets | 4,505 | 3,796 | 2,984 | ||||||||||||||
Amortization of right-of-use assets | 2,973 | — | — | ||||||||||||||
Amortization of unrealized gains on terminated interest rate swap agreements | (12,634) | — | — | ||||||||||||||
Amortization of cloud computing software costs | 2,690 | 21 | — | ||||||||||||||
Stock-based compensation | 11,474 | 4,528 | 3,218 | ||||||||||||||
Change in tax receivable agreement liability | (96) | — | — | ||||||||||||||
Loss on extinguishment of debt | — | 5,006 | — | ||||||||||||||
Other non-cash charges, net | 2,927 | (311) | 1,731 | ||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Accounts receivable | 3,887 | (35,745) | (10,245) | ||||||||||||||
Prepaid expenses and other current assets | (160) | 240 | 1,408 | ||||||||||||||
Cloud computing software | (29,788) | (8,154) | — | ||||||||||||||
Other non-current assets | (5,309) | (5,242) | (4,181) | ||||||||||||||
Accounts payable | (4,953) | (10,994) | 7,767 | ||||||||||||||
Accrued expenses and other current liabilities | (567) | 18,487 | 12,020 | ||||||||||||||
Accrued salaries and payroll | 1,678 | 6,156 | 9,518 | ||||||||||||||
Operating lease liabilities, net | (4,659) | — | — | ||||||||||||||
Other non-current liabilities | (1,460) | 7,067 | 412 | ||||||||||||||
Net cash provided by operating activities | 107,728 | 47,474 | 16,426 | ||||||||||||||
Cash flows from investing activities | |||||||||||||||||
Purchases of property and equipment | (4,456) | (6,228) | (5,707) | ||||||||||||||
Capitalized software development | (12,475) | (7,809) | (6,403) | ||||||||||||||
Cash paid for acquisitions, net of cash acquired | — | — | (96) | ||||||||||||||
Net cash used in investing activities | (16,931) | (14,037) | (12,206) | ||||||||||||||
Cash flows from financing activities | |||||||||||||||||
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts and commissions | — | 399,044 | — | ||||||||||||||
Payment of initial public offering issuance costs | — | (5,543) | — | ||||||||||||||
Repayments of debt | (8,350) | (323,350) | (8,350) | ||||||||||||||
Borrowings on line of credit | — | 30,000 | 50,000 | ||||||||||||||
Repayments on line of credit | — | (40,000) | (40,000) | ||||||||||||||
Payment of contingent consideration and holdbacks | — | — | (2,188) | ||||||||||||||
Payments for termination of interest rate swap agreements | (18,445) | — | — | ||||||||||||||
Repurchase of common stock | (15,671) | — | — | ||||||||||||||
Proceeds from issuance of common stock in connection with stock-based compensation plans | 1,506 | — | — | ||||||||||||||
Taxes paid related to net share settlement of equity awards | (562) | — | — | ||||||||||||||
Other financing | (399) | (164) | (446) | ||||||||||||||
Net cash provided by (used in) financing activities | (41,921) | 59,987 | (984) | ||||||||||||||
Net increase in cash, cash equivalents and restricted cash | 48,876 | 93,424 | 3,236 | ||||||||||||||
Effect of exchange rates | (1,688) | (1,269) | (357) | ||||||||||||||
Cash, cash equivalents and restricted cash | |||||||||||||||||
Beginning of year | 116,214 | 24,059 | 21,180 | ||||||||||||||
End of year | $ | 163,402 | $ | 116,214 | $ | 24,059 | |||||||||||
Cash paid for |
Interest | $ | 41,142 | $ | 65,530 | $ | 71,043 | |||||||||||
Income taxes | $ | 4,395 | $ | 1,019 | $ | 1,131 | |||||||||||
Supplemental schedule of non-cash activities | |||||||||||||||||
Recognition of liability under tax receivable agreement | $ | — | $ | 210,639 | $ | — | |||||||||||
Unpaid property and equipment and capitalized software purchases | $ | 740 | $ | 1,526 | $ | 1,216 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Prepaid software licenses, maintenance and insurance | $ | 9,237 | $ | 11,668 | |||||||
Other prepaid expenses and current assets | 9,508 | 6,915 | |||||||||
Total prepaid expenses and other current assets | $ | 18,745 | $ | 18,583 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Contract implementation costs | $ | 17,983 | $ | 17,242 | |||||||
Other non-current assets | 966 | 969 | |||||||||
Total other non-current assets | $ | 18,949 | $ | 18,211 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Computer equipment and purchased software | $ | 28,616 | $ | 59,326 | |||||||
Equipment | 723 | 3,301 | |||||||||
Furniture and fixtures | 2,207 | 6,089 | |||||||||
Leasehold improvements | 3,421 | 7,800 | |||||||||
Construction in progress | 445 | 711 | |||||||||
Total | 35,412 | 77,227 | |||||||||
Less: Accumulated depreciation and amortization | (26,367) | (66,100) | |||||||||
Total property and equipment, net | $ | 9,045 | $ | 11,127 |
December 31, 2022 | |||||
December 31, 2022 | |||||
December 31, 2022 | |||||
Year Ended December 31, | |||||
(in thousands) | |||||
2023 | $ | 6,251 | |||
2024 | 3,821 | ||||
2025 | 2,327 | ||||
2026 | 1,393 | ||||
2027 | 1,065 | ||||
Thereafter | 2,327 | ||||
Total lease payments | 17,184 | ||||
Less amount representing interest | (1,620) | ||||
Total | $ | 15,564 |
Year Ended December 31, | |||||
(in thousands) | |||||
2022 | $ | 6,757 | |||
2023 | 6,782 | ||||
2024 | 4,030 | ||||
2025 | 2,934 | ||||
2026 | 2,190 | ||||
Thereafter | 4,117 | ||||
Total | $ | 26,810 |
December 31, 2022 | |||||||||||||||||
Gross | Accumulated Amortization | Net | |||||||||||||||
(in thousands) | |||||||||||||||||
Customer relationships | $ | 427,033 | $ | (213,243) | $ | 213,790 | |||||||||||
Trade names | 105,401 | (31,620) | 73,781 | ||||||||||||||
Developed software - for internal use | 92,907 | (50,224) | 42,683 | ||||||||||||||
Databases | 3,876 | (2,532) | 1,344 | ||||||||||||||
Total intangible assets, net | $ | 629,217 | $ | (297,619) | $ | 331,598 |
December 31, 2021 | |||||||||||||||||
Gross | Accumulated Amortization | Net | |||||||||||||||
(in thousands) | |||||||||||||||||
Customer relationships | $ | 432,606 | $ | (167,885) | $ | 264,721 | |||||||||||
Trade names | 105,401 | (24,594) | 80,807 | ||||||||||||||
Developed software - for internal use | 80,854 | (38,480) | 42,374 | ||||||||||||||
Databases | 3,392 | (1,811) | 1,581 | ||||||||||||||
Favorable contracts | 1,497 | (1,497) | — | ||||||||||||||
Total intangible assets, net | $ | 623,750 | $ | (234,267) | $ | 389,483 |
Year Ended December 31, | |||||
(in thousands) | |||||
2023 | $ | 66,772 | |||
2024 | 66,603 | ||||
2025 | 63,023 | ||||
2026 | 56,361 | ||||
2027 | 30,483 | ||||
Thereafter | 48,356 | ||||
Total amortization | $ | 331,598 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Accrued data costs | $ | 34,080 | $ | 34,632 | |||||||
Other (1) | 41,128 | 40,662 | |||||||||
Total accrued expenses and other current liabilities | $ | 75,208 | $ | 75,294 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Wages, benefits and taxes | $ | 15,198 | $ | 12,017 | |||||||
Accrued bonus | 15,877 | 17,263 | |||||||||
Total accrued salaries and payroll | $ | 31,075 | $ | 29,280 |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Amended First Lien Term Loan Facility | $ | 699,513 | $ | 707,863 | |||||||
Amended Revolving Credit Facility | — | — | |||||||||
Total debt | 699,513 | 707,863 | |||||||||
Less: Original issue discount | (1,464) | (1,993) | |||||||||
Less: Unamortized debt issuance costs | (6,493) | (8,837) | |||||||||
Less: Current portion of long-term debt | (8,350) | (8,350) | |||||||||
Long-term debt, less current portion | $ | 683,206 | $ | 688,683 |
Year Ended December 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Debt discount amortization | $ | 529 | $ | 571 | $ | 552 | ||||||||||||||
Debt issuance costs amortization | 2,344 | 2,588 | 2,525 | |||||||||||||||||
Total debt discount and issuance costs | $ | 2,873 | $ | 3,159 | $ | 3,077 |
Year Ended December 31, | |||||
(in thousands) | |||||
2023 | $ | 8,350 | |||
2024 | 8,350 | ||||
2025 | 682,812 | ||||
2026 | — | ||||
2027 | — | ||||
Thereafter | — | ||||
$ | 699,512 |
December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Amended First Lien Term Loan Facility | $ | 698,049 | $ | 673,617 | $ | 705,870 | $ | 704,550 | |||||||||||||||
Amended Revolving Credit Facility | — | — | — | — | |||||||||||||||||||
Total | $ | 698,049 | $ | 673,617 | $ | 705,870 | $ | 704,550 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands) | |||||||||||||||||
Reclassification of the effective portion of the gain on the Interest Rate Swap Agreements into interest expense | $ | 1,679 | $ | 19,723 | $ | 16,017 | |||||||||||
Reclassification of unrealized gains related to terminated Interest Rate Swap Agreements into interest expense | (12,634) | — | — | ||||||||||||||
Total reclassification adjustments included in earnings | $ | (10,955) | $ | 19,723 | $ | 16,017 |
December 31, 2021 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Markets for Identical Assets (Level 1) | Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
Derivative instruments, short-term | $ | — | $ | 16,662 | $ | — | $ | 16,662 | |||||||||||||||
Derivative instruments, long-term | — | 11,444 | — | 11,444 | |||||||||||||||||||
Total liabilities measured at fair value | $ | — | $ | 28,106 | $ | — | $ | 28,106 |
Derivative Instruments | Currency Translation Adjustment | Total | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Balance at December 31, 2020 | $ | (13,646) | $ | 3,523 | $ | (10,123) | |||||||||||||||||
Other comprehensive income (loss) | 25,469 | (2,726) | 22,743 | ||||||||||||||||||||
Balance at December 31, 2021 | $ | 11,823 | $ | 797 | $ | 12,620 | |||||||||||||||||
Other comprehensive loss | (2,974) | (14,590) | (17,564) | ||||||||||||||||||||
Balance at December 31, 2022 | $ | 8,849 | $ | (13,793) | $ | (4,944) |
Year Ended December 31, | |||||||||||||||||||||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||
(in thousands, except percent) | |||||||||||||||||||||||||||||||||||
Revenues | |||||||||||||||||||||||||||||||||||
United States | $ | 744,216 | 92.3 | % | $ | 675,073 | 92.5 | % | $ | 504,950 | 93.5 | % | |||||||||||||||||||||||
International | 62,452 | 7.7 | % | 54,983 | 7.5 | % | 35,274 | 6.5 | % | ||||||||||||||||||||||||||
Total revenue | $ | 806,668 | 100.0 | % | $ | 730,056 | 100.0 | % | $ | 540,224 | 100.0 | % |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Long-lived assets: | |||||||||||
United States | $ | 10,811 | $ | 7,154 | |||||||
International | 6,657 | 3,973 | |||||||||
Total long-lived assets | $ | 17,468 | $ | 11,127 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands) | |||||||||||||||||
Revenues | |||||||||||||||||
Service revenues | $ | 577,796 | $ | 541,458 | $ | 404,812 | |||||||||||
Surcharge revenues | 228,872 | 188,598 | 135,412 | ||||||||||||||
Total revenues | $ | 806,668 | $ | 730,056 | $ | 540,224 |
Balance Beginning of Period | Charged to Expense | Deductions | Balance End of Period | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Year ended December 31, 2022 | $ | 4,284 | $ | 1,929 | $ | (401) | $ | 5,812 | |||||||||||||||
Year ended December 31, 2021 | $ | 3,919 | $ | 1,073 | $ | (708) | $ | 4,284 | |||||||||||||||
Year ended December 31, 2020 | $ | 3,499 | $ | 930 | $ | (510) | $ | 3,919 |
Year Ended December 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Income (loss) before income taxes: | ||||||||||||||||||||
U.S. | $ | 65,786 | $ | (11,100) | $ | (85,223) | ||||||||||||||
Foreign | (264) | (7,517) | (2,916) | |||||||||||||||||
Income (loss) before income taxes | $ | 65,522 | $ | (18,617) | $ | (88,139) | ||||||||||||||
Income tax expense (benefit): | ||||||||||||||||||||
Current income taxes: | ||||||||||||||||||||
U.S. federal | $ | — | $ | — | $ | (85) | ||||||||||||||
U.S. state | 1,769 | 445 | 672 | |||||||||||||||||
Foreign | 1,837 | 756 | 448 | |||||||||||||||||
Total current income tax expense | 3,606 | 1,201 | 1,035 | |||||||||||||||||
Deferred income taxes: | ||||||||||||||||||||
U.S. federal | (56,754) | 545 | 1,669 | |||||||||||||||||
U.S. state | (24,780) | 1,653 | 1,901 | |||||||||||||||||
Foreign | (1,124) | (713) | (667) | |||||||||||||||||
Total deferred income tax (benefit) expense | (82,658) | 1,485 | 2,903 | |||||||||||||||||
Total income tax (benefit) expense | $ | (79,052) | $ | 2,686 | $ | 3,938 |
Year Ended December 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||
Income tax expense (benefit) and rate attributable to: | % | % | % | |||||||||||||||||
U.S. federal income tax | 21.0 | % | (21.0) | % | (21.0) | % | ||||||||||||||
U.S. state income tax, net of federal benefit | 4.9 | % | 2.3 | % | (1.5) | % | ||||||||||||||
Change in valuation allowances | (147.5) | % | (0.4) | % | 25.5 | % | ||||||||||||||
U.S. tax on foreign operations | 0.2 | % | 19.4 | % | 0.8 | % | ||||||||||||||
Change in tax rates | — | % | 6.6 | % | 0.8 | % | ||||||||||||||
Non-deductible IPO costs | — | % | 5.6 | % | — | % | ||||||||||||||
Non-deductible stock compensation | 3.1 | % | — | % | — | % | ||||||||||||||
Research and development tax credits | (1.3) | % | — | % | — | % | ||||||||||||||
Recognition of stranded deferred tax balances | (1.3) | % | — | % | — | % | ||||||||||||||
Other | 0.3 | % | 1.9 | % | (0.1) | % | ||||||||||||||
Effective income tax rate | (120.6) | % | 14.4 | % | 4.5 | % |
December 31, | |||||||||||
2022 | 2021 | ||||||||||
(in thousands) | |||||||||||
Deferred tax assets: | |||||||||||
Income tax loss carryforwards | $ | 66,135 | $ | 83,342 | |||||||
Accrued expenses and other liabilities | 5,485 | 7,500 | |||||||||
Interest expense carryovers | 38,449 | 38,444 | |||||||||
Interest rate swap | — | 2,188 | |||||||||
Stock-based compensation | 3,497 | 3,270 | |||||||||
Other | 1,225 | 581 | |||||||||
Total deferred tax assets | 114,791 | 135,325 | |||||||||
Valuation allowances | (1,455) | (100,339) | |||||||||
Net deferred tax assets | 113,336 | 34,986 | |||||||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (2,073) | (5,120) | |||||||||
Capitalized expenses | (4,618) | (4,414) | |||||||||
Intangible assets | (38,157) | (40,217) | |||||||||
Total deferred tax liabilities | (44,848) | (49,751) | |||||||||
Net deferred tax assets (liabilities) | $ | 68,488 | $ | (14,765) |
December 31, | ||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Selling, general and administrative | $ | 10,739 | $ | 4,528 | $ | 3,218 | ||||||||||||||
Cost of services (exclusive of depreciation and amortization) | 735 | — | — | |||||||||||||||||
Total stock-based compensation expense | $ | 11,474 | $ | 4,528 | $ | 3,218 |
Year Ended December 31, | |||||||||||
2021 | 2020 | ||||||||||
Dividend yield | NA | NA | |||||||||
Expected term | 5 Years | 5 Years | |||||||||
Risk-free interest rate | 0.5 | % | 2.1 | % | |||||||
Expected volatility | 43.3 | % | 42.5 | % |
Number of Options | Weighted Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Stock options | |||||||||||||||||||||||
Options outstanding at December 31, 2021 | 3,760,319 | $ | 16.32 | ||||||||||||||||||||
Options granted | — | — | |||||||||||||||||||||
Options exercised | (50,291) | 15.97 | |||||||||||||||||||||
Options cancelled/forfeited | (81,510) | 16.10 | |||||||||||||||||||||
Options outstanding at December 31, 2022 | 3,628,518 | $ | 16.33 | 6.01 | $ | — | |||||||||||||||||
Options vested and exercisable at December 31, 2022 | 2,180,758 | $ | 16.24 | 5.87 | $ | — | |||||||||||||||||
Options vested and expected to vest | 3,628,518 | $ | 16.33 | 6.01 | $ | — |
Year Ended December 31, | |||||||||||
2022 | 2021 | ||||||||||
Dividend yield | — | — | |||||||||
Expected term | 5.5 - 6.11 Years | 6.11 Years | |||||||||
Risk-free interest rate | 1.74% - 4.35% | 1.30 | % | ||||||||
Expected volatility | 28.67% - 30.83% | 28.79 | % |
Number of Options | Weighted Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||||||||||||
Stock options | |||||||||||||||||||||||
Options outstanding at December 31, 2021 | 1,889,313 | $ | 19.00 | ||||||||||||||||||||
Options granted | 1,197,596 | 15.40 | |||||||||||||||||||||
Options exercised | — | — | |||||||||||||||||||||
Options cancelled/forfeited | (45,836) | 19.00 | |||||||||||||||||||||
Options outstanding at December 31, 2022 | 3,041,073 | $ | 17.58 | 9.15 | $ | 129,187 | |||||||||||||||||
Options vested and exercisable at December 31, 2022 | 461,236 | $ | 19.00 | 8.81 | $ | — | |||||||||||||||||
Options vested and expected to vest | 3,041,073 | $ | 17.58 | 9.15 | $ | 129,187 |
Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
Unvested as of December 31, 2021 | 710,735 | $ | 18.97 | ||||||||
Granted | 1,974,670 | 12.03 | |||||||||
Vested | (192,978) | 18.83 | |||||||||
Cancelled/forfeited | (78,896) | 16.13 | |||||||||
Unvested as of December 31, 2022 | 2,413,531 | $ | 13.40 |
Year Ended December 31, | |||||||||||||||||
2022 | 2021 | 2020 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 144,574 | $ | (21,303) | $ | (92,077) | |||||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding - basic | 79,344,547 | 60,821,472 | 57,168,291 | ||||||||||||||
Effect of dilutive equity awards | 98,716 | — | — | ||||||||||||||
Weighted average shares outstanding - diluted | 79,443,263 | 60,821,472 | 57,168,291 | ||||||||||||||
Net income (loss) per share: | |||||||||||||||||
Basic | $ | 1.82 | $ | (0.35) | $ | (1.61) | |||||||||||
Diluted | $ | 1.82 | $ | (0.35) | $ | (1.61) |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| Years Ending December 31 | |||||||
Fee Category | 2023 | 2022 | ||||||
Audit Fees | $ | 2,694,329 | $ | 3,217,436 | ||||
Audit-Related Fees | $ | — | $ | — | ||||
Tax Fees | $ | 51,250 | $ | 133,644 | ||||
All Other Fees | $ | 7,215 | $ | 27,140 | ||||
Total | $ | 2,752,794 | $ | 3,378,220 |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit Number | Exhibit Description | |||||||
3.1# | ||||||||
3.2# | ||||||||
4.2# | ||||||||
10.1# | ||||||||
10.4#+ | ||||||||
10.5#+ | ||||||||
10.6#+ | ||||||||
10.7#+ | ||||||||
10.8#+ | ||||||||
10.9#+ | ||||||||
10.10**+ | ||||||||
10.22 | ||
10.23 | ||
10.24*+ | ||
10.25*+ | ||
10.26*+ | ||
10.30*+ | ||
10.31*+ | ||
10.32*+ | ||
10.34*+ | ||
10.35*+ | ||
10.36*+ | ||
10.37*+ | ||
10.38*+ | ||
10.39*+ | ||
10.40*+ | ||
14.1** | ||
21.1^ | ||
31.4* | ||
32.1^ | ||
32.2* | ||
97.1^ |
* | ||||||||
Filed herewith. |
# | Incorporated by reference to the same titled exhibit to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 6, 2021. |
## | Incorporated by reference to the same titled exhibit to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 20, 2021. |
** | Incorporated by reference to the same titled exhibit to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, |
+ | Indicates a management contract or compensatory plan or agreement. |
^ | Incorporated by reference to the same titled exhibit to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024. |
By: | |||||
/s/ Guy P. Abramo | |||||
Name: | Guy P. Abramo | ||||
Title: | President and Chief Executive Officer |
Signature | Title | Date | ||||||||||||
/s/ Guy P. Abramo | President and Chief Executive Officer | April 16, 2024 | ||||||||||||
Guy P. Abramo | (Principal Executive Officer) | |||||||||||||
/s/ Thomas M. Spaeth | Chief Financial Officer | April 16, 2024 | ||||||||||||
Thomas M. Spaeth | (Principal Financial Officer) | |||||||||||||
/s/ Laurie Blanton | Chief Accounting Officer | April 16, 2024 | ||||||||||||
Laurie Blanton | (Principal Accounting Officer) | |||||||||||||