By Order of the Board of Directors,
		Raymond R. Ferrell Executive Vice President, General Counsel and Corporate Secretary

D/FW Airport, Texas
April 3, 2014

IMPORTANT

Whetherpossible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend virtually. Returning the proxy does not you planaffect your right to attend the meeting in person, pleaseAnnual Meeting virtually or to vote over the Internet at www.proxyvote.com promptly so that your shares may be voted in accordance with your wishes. If you request paper or e-mail copies ofvirtually during the proxy materials (which include a proxy card), you may also vote by completing, signingAnnual Meeting.

        Holdersthereof. The Notice of recordInternet Availability of the Company's common stock as of the close of business on March 17, 2014, are entitled to vote atProxy Materials and this proxy statement for the Annual Meeting. Each holderMeeting, or Proxy Statement, and the accompanying form of recordproxy were first distributed and made available on the Internet to stockholders on or about April 28, 2022. An annual report for the fiscal year ended December 31, 2021 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. In this Proxy Statement, we refer to Thryv Holdings, Inc. as of March 17, 2014,“Thryv,” “Company,” “we,” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is entitlednot intended to one vote for each share of common stock held. On March 17, 2014, there were 17,637,461 shares of common stock outstanding.

        Pursuant to "notice and access" rules adopted by thebe incorporated into this Proxy Statement.

        No business can be conducted at the Annual Meeting unless a majority of all shares entitled to vote are either present in person or represented by proxy at the Annual Meeting. As far asAt the close of business on the Record Date, we know, the only mattershad 34,234,787 shares of common stock outstanding and entitled to be brought beforevote. For ten days prior to the Annual Meeting, are those referred to in this proxy statement. If any additional matters are presented at the Annual Meeting, the persons named as proxies may vote your shares in their discretion.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What am I voting on at the Annual Meeting?

1.

The election of eight directors to serve until the 2015 Annual Meeting of Stockholders;



2.

the approval, on an advisory basis,a complete list of the Company's executive compensation;



3.

the recommendation, on an advisory basis, on the frequency of advisory votes on the Company's executive compensation;



4.

the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014; and



5.

any other matters that may properly be presented at the Annual Meeting.

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What does the Board of Directors recommend with respect to the matters to be presented at the Annual Meeting?

        The Board of Directors recommends a vote:

        1.     FOR the election of all of the nominees to the Company's Board of Directors;

        2.     FOR the approval, on an advisory basis, of the Company's executive compensation;

        3.     ONE YEAR on the recommendation, on an advisory basis, on the frequency of advisory votes to approve the Company's executive compensation; and

        4.     FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014.

Who is entitled to vote?

        You arestockholders entitled to vote at the Annual Meeting if you owned the Company shares (directly in your name or in "street name," as defined below) as of the close of business on March 17, 2014, the record datewill be available for the Annual Meeting. On that date, 17,637,461 shares of our common stock were outstanding and entitledexamination by any stockholder for any purpose relating to vote at the Annual Meeting and no shares ofduring ordinary business hours at our preferred stock were outstanding. Each share of common stock is entitledheadquarters, at 2200 West Airfield Drive, DFW Airport, Texas 75261. If, due to one vote on each proposalCOVID-19, our headquarters are closed during the ten days prior to properly come before the Annual Meeting.

What is the difference between holding shares directly as a stockholder of record and holding shares in "street name"?

        Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are differences between shares held of record and those held beneficially or in "street name."

        Registered Stockholders.    If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and a notice containing instructions on how to access our proxy statement and annual report online was sent directly to you. As the stockholder of record, you have the right to vote your shares as described herein.

        Beneficial Stockholders.    If your shares are held by a bank, broker or other agent as your nominee, you are considered the beneficial owner of shares held in "street name," and the notice containing instructions on how to access our proxy statement and annual report online was forwarded to you by your bank, broker or agent who is considered the stockholder of record with respect to those shares.

How can I vote my shares?

        Registered Stockholders.    If you hold shares in your own name, you may vote by proxy before the Annual Meeting, by signing and returning a completed proxy card or in person at the Annual Meeting.

        Beneficial Stockholders.    If you hold your shares in street name, your bank, broker or other agent willstockholder may send you, as the beneficial owner, a separate package describing the procedure for voting your shares. You should follow the instructions provided by your bank, broker or agent to vote your shares.

Can I change my vote or revoke my proxy?

        Registered Stockholders.    You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Annual Meeting by: (i) sending a written notice of revocationrequest to the Corporateour Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary (at the address of the Company set forth on the first page of this Proxy Statement)

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prior to your shares being voted; (ii) delivering another duly executed proxy bearingat 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, and we will arrange a later date (which automatically revokes the earlier proxy); or (iii) voting in person at the Annual Meeting.

        Beneficial Stockholders.    You may change your vote by submitting new voting instructions to your bank, broker or other agent following the instructions they provided, or, if you have obtained a legal proxy from your bank, broker or other agent giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Who will count the vote at the Annual Meeting?

        Representatives of Broadridge Financial Solutions will tabulate the vote and serve as inspector of election at the Annual Meeting.

What vote is required to approve each proposal?

        Item No. 1—Election of Directors.    Each director will be elected by the vote of the majority of the votes cast when a quorum is present. A "majority of the votes cast" means that the number of votes cast "for" a director exceeds the number of votes cast "against" that director. "Votes cast" excludes abstentions and any votes withheld by banks and brokers in the absence of instructions from street name holders ("broker non-votes"). Your broker or nominee will not be permitted to vote on the election of directors without specific instructions as to how to vote from the beneficial owner. As a result, if you hold your shares through a broker or nominee, they will not be voted in the election of directors, unless you affirmatively vote your shares in accordance with the voting instructions provided by that institution.

        Item No. 2—Advisory Vote on the Company's Executive Compensation and Item No. 4—Ratification of Appointment of Ernst & Young LLP.    The affirmative vote of a majority of the shares present at the Annual Meeting in person or by proxy is required to approve, on an advisory basis, the Company's executive compensation (Item No. 2) and ratify the appointment of our independent registered public accounting firm (Item No. 4). Abstentions have the same effect as votes cast against Item Nos. 2 and 4. Broker non-votes will be voted in and for Item No. 4, and will have no effect on the outcome of the vote on Item No. 2.

        Item No. 3—Advisory Vote on the Frequency of Advisory Votes to Approve the Company's Executive Compensation.    The frequency of the advisory vote on the Company's executive compensation (Item No. 3) receiving a majority of votes cast (every one, two or three years) will be considered the frequency recommended by stockholders. Abstentions and broker non-votes have no effect on such vote.

        Although the advisory votes on Items Nos. 2 and 3 are non-binding as provided by law, our Board will review the results of the votes and, consistent with our record of stockholder engagement, will take them into account in making a determination concerning executive compensation and the frequency of advisory votes on executive compensation.

        Any other matter.    Any other matter that properly comes before the Annual Meeting will require the approval of the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

What constitutes a quorumway for the Annual Meeting?

stockholder to inspect the list.

Tablequorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of Contents

What happens if I sign, datethose shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and return my proxy but dobrokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If a broker chooses not specify how I want myto vote shares voted on onefor or more ofagainst Proposal No. 2, it would have the proposals?

        Regardless of your form of ownership, your proxy will be countedsame effect as a vote "FOR" all of the director nominees; "FOR" Item Nos. 2 and 4; and "1 Year" for Item“Against” Proposal No. 3.

What happens if I do not vote my shares?

        Registered Stockholders.    Your shares will not be voted2. The other proposals presented at the Annual Meeting.

        Beneficial Stockholders.    YourMeeting are non-routine matters and therefore broker or nominee may vote yournon-votes are not deemed to be shares only on those proposals on which it has discretion to vote. Your broker or nominee does not have discretionentitled to vote on and will have no effect on Proposal No. 1 and Proposal No. 3.

How Your vote is my proxy voted on mattersimportant. Whether or not identified on the proxy form or in this Proxy Statement?

        Other than the four items of business described in this Proxy Statement, our Board presently knows of no other matters to be presented for action at the Annual Meeting. Neither did we receive timely notice of any nomination for a director, nor did we receive timely notice of any other matter intended to be raised by any stockholder at the Annual Meeting. Accordingly, the proxy form confers upon the persons named on the proxy form authority to vote your shares in their discretion upon any other matter that may properly come before the Annual Meeting.

What do I need to do if I plan to attend the Annual Meeting in person?

        If you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

Who is bearingsolicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the costoriginal mailing of this proxy solicitation and how is the solicitation effected?

        The Company is soliciting your proxy and is paying the cost of such solicitation, including preparing this proxy statement and the proxy card and the costs of any mailing. The Company maymaterials, we will request banks, brokers, and other custodians, nominees, and fiduciariesother record holders to forward copies of these proxythe soliciting materials to their principalspersons for whom they hold shares and to request authority for the executionexercise of proxies. The Company mayIn such cases, we, upon the request of the record holders, will reimburse such personsholders for their expenses in so doing.

Under what circumstances canreasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.

        Adjournments mayannounced at the Annual Meeting. The final results will be madetallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

When are stockholder proposals due for inclusion inSEC and the Company's proxy statement forlisting standards of Nasdaq. In making these determinations, our board of directors considered the 2015 Annual Meeting of Stockholders?

        In order to be considered for inclusion in the Company's proxy materials for the 2015 Annual Meeting of Stockholders, a stockholder proposal must be received in writing bycurrent and prior relationships that each non-employee director has with our Company at Dex

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Media Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, TX 75261, Attention: Corporate Secretary, no later than the close of business on December 4, 2014, and otherwise comply with Rule 14a-8 under the Securities Exchange Act of 1934.

        Our Bylaws provide that stockholders may propose business to be conducted at an annual meeting of stockholders and/or nominate individuals to be elected to the Board of Directors at an annual meeting of stockholders if such proposal or nomination is made pursuant to timely notice in writing to the Secretary of the Company at the address set forth on the cover page of this Proxy Statement. To be timely, a stockholder's notice shall be delivered to or mailed and received at the our principal executive offices not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was first mailed or public disclosure of the date of the annual meeting was first made, whichever first occurs. Such stockholder's notice shall set forth all of the information described in Section 11 of our Bylaws. A copy of our Bylaws is available upon request by any of our stockholders from the Secretary of the Company.

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CORPORATE GOVERNANCE

Introductory Note—Merger of Dex One Corporation and SuperMedia Inc.

        On December 5, 2012, Dex One Corporation ("Dex One") entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with SuperMedia Inc. ("SuperMedia"), Newdex Inc. ("Newdex"), and Spruce Acquisition Sub, Inc., a direct wholly owned subsidiary of Newdex ("Merger Sub"). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (i) Dex One would merge with and into Newdex, with Newdex as the surviving entity and (ii) immediately thereafter, Merger Sub would merge with and into SuperMedia, with SuperMedia as the surviving entity, and become a direct wholly owned subsidiary of Newdex (the "Merger"). As a result of the Merger, Newdex, as successor to Dex One, would be renamed Dex Media, Inc. and become a newly listed company. The Merger Agreement further provided that if either Dex One or SuperMedia were unable to obtain the requisite consents to the Merger from their respective stockholders to consummate the transactions on an out-of-court basis, the Merger could be effected through voluntary pre-packaged plans of reorganization under Chapter 11 of Title 11 of the United States Code ("Chapter 11" or the "Bankruptcy Code"). Because neither Dex One nor SuperMedia were able to obtain the requisite consents to complete the Merger out of court, each of Dex One and SuperMediacompany and all other facts and circumstances our board of directors deemed relevant in determining their domestic subsidiaries voluntarily filed pre-packaged bankruptcy petitions under Chapter 11 on March 18, 2013, in the United States Bankruptcy Court for the Districtindependence.

        On April 29, 2013, the Bankruptcy Court held a hearing and entered separate orders confirming each of the Prepackaged Plans. On April 30, 2013, Dex One and SuperMedia consummated the Merger and other transactions contemplated by the Merger Agreement and emerged from Chapter 11 protection. Effective with the emergence from bankruptcy and the consummation of the Merger, each share of Dex One common stock was converted into 0.2 shares of common stock of Dex Media and each share of SuperMedia common stock was converted into 0.4386 shares of common stock of Dex Media. The common stock of Dex Media was listed on the NASDAQ Stock Market. As the Merger was completed on April 30, 2013, we did not hold an annual meeting of stockholders in 2013.

Board Composition, Responsibilities and Leadership Structure

        Our Board of Directors was substantially constituted as part of the Merger. Pursuant to the terms of the Merger Agreement, following the consummation of the Merger, the Board of Directors of Dex Media consisted of ten members comprising: (i) five then-current Dex One non-employee directors, including Jonathan B. Bulkeley, Richard L. Kuersteiner, W. Kirk Liddell, Mark A. McEachen, and Alan F. Schultz, as chairman of the Board of Dex Media; (ii) four then-current SuperMedia non-employee directors designated by SuperMedia, including Thomas D. Gardner, Thomas S. Rogers, John Slater, and Douglas D. Wheat; and (iii) Peter J. McDonald then-current director and Chief Executive Officer of SuperMedia, as the President and Chief Executive Officer ("Chief Executive Officer" or "CEO") of Dex Media.

        The Board of Directors is responsible for overseeing the affairspromoting effective, independent governance of the Company. The Board held nine meetings since the formationboard of our Company on April 30, 2013 to December 31, 2013. Each director attended at least 90% of the meetings of the Board and of the standing committees on which he served since April 30, 2013. The Board currently consists of ten directors. Our Bylaws provide, however, that the Board may increase or decrease the size of the Board and fill any vacancies.

        As reflecteddirectors believes it is in our Corporate Governance Guidelines, while the Board does not presently require all its members to attend annual meetings of stockholders, it does encourage its members to do so and the non-executive Chairman is expected to attend all meetings of stockholders. The Board is sensitive

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to stockholder access concerns and will periodically monitor and reassess this policy to ensure it remains open and available for stockholder communications.

        The Board has determined that the appropriate leadership structure for the Board at this time is for a non-management director to serve as non-executive Chairman of the Board. The Board reserves the right to review this policy from time to time to assess whether a non-executive Chairman continues to serve the best interests of the stockholders and the Company for the board of directors to have the flexibility to select the best director to serve as Chairman at any given time, regardless of whether that director is an independent director or the Chief Executive Officer.

day-to-day operations and the execution of our strategies. Because our performance is one of the most important topics at meetings of the board of directors, Mr. Walsh is well-suited to chair these discussions. This allows him to highlight important issues without unnecessary procedural delay. It also allows him to provide the proper context and background, including access to members of management and Company and industry reports, for each issue considered by the board of directors. Mr. Walsh’s extensive knowledge of the Company and involvement with day-to-day activities also helps ensure effective risk oversight for the Company. Mr. Walsh adheres to an “open door” policy in his communications with members of the board of directors and talks frequently with board members. Furthermore, board members are encouraged to freely communicate with any member of management at any time. The non-executiveboard of directors also believes it is beneficial, in terms of its relationship with employees, stockholders, customers, business partners and others, to provide a single voice for the Company through Mr. Walsh. Having one person serve as both our Chairman is responsibleand Chief Executive Officer demonstrates for ensuringour employees, stockholders, customers, business partners and others that the quality, quantityCompany is under strong leadership, with a single person setting the tone and timelinesshaving primary responsibility for managing our operations. Having a single leader for both the Company and the board of directors eliminates the potential for confusion or duplication of efforts, and provides clear leadership for our Company. In addition, in Mr. Walsh, the

Board Committees

committee. The Board maintains three standing committees—an Auditcomposition and Finance Committee, a Compensation and Benefits Committee and a Corporate Governance Committee. Each Committee operates under a charter that has been approved by the Board. A copyresponsibilities of each committee are described below.

Related Person Transactions

        The Corporate Governance Committee, in consultation with the Audit and Finance Committee, is charged with the responsibility of reviewing, approving and overseeing all transactions with related persons (as defined in the SEC regulations). The Corporate Governance Committee periodically reassesses any related-person transactions entered into by the Company to ensure their continued appropriateness. This responsibility is set forth in the Corporate Governance Committee's Charter.

        The Corporate Governance Committee considers all relevant factors when determining whether to approve a related person transaction including, without limitation, the following:

•

the sizeeach of the transactionstockholders party thereto upon and after the amount payable to a related person;



•

the natureconsummation of the interest of the related person in the transaction;



•

whether the transaction was undertaken in the ordinary course of business; and



•

whether the transaction involves the provision of goods or services to the Company that are available from unrelated third parties and, if so, whether the transaction isour direct listing which occurred on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unrelated third parties.

        On November 15, 2013, certain subsidiaries of the Company commenced offers to repurchase bank debt below par. The offers expired on November 25, 2013 and the Company successfully repurchased bank debt at each of its four operating subsidiaries and retired approximately $137.1 million in principal amount of bank debt for approximately $101 million in cash consideration. Franklin Resources, Inc. ("FRI"), Paulson & Co. ("Paulson") and Restructuring Capital Associates, L.P. ("RCA"), entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock, participated in the offers. RCA, Franklin and Paulson tendered

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and the Company repurchased $17.7 million, $16.3 million and $10.3 million in bank debt, respectively. RCA, Franklin and Paulson received the proceeds of approximately $13.3 million, $12.4 million and $6.4 million, respectively. The bank debt repurchases were carried out in the ordinary course of business, pursuantOctober 1, 2020. Pursuant to the terms of the Company's amended and restated credit facilities,stockholders’ agreement, each Nominating Stockholder Group, for so long as it and were offered to debt holders on the same terms and conditions. The Corporate Governance Committee, in consultation with the Audit and Finance Committee, reviewed and approved these transactions.

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ELECTION OF DIRECTORS (ITEM NO. 1)

        The Company's by-laws provide that the number of directors will be determined by our Board of directors from time to time, provided that the number of directors may not be less than three. The Board of Directors set the number of directors to serve on the Board after the Annual Meeting at eight directors.

        Eachshares of our current directors is serving a term that expires atcommon stock outstanding, has the Annual Meeting. Eachright to nominate one director for every 10% of the director nominees listed belowoutstanding common stock held by such Nominating Stockholder Group. The amended and restated stockholders’ agreement includes provisions enabling the Stockholder Groups to require us, at our expense, to register shares of our common stock that they hold under certain circumstances, including the requirement to file a “shelf” registration. The amended and restated stockholders’ agreement also provides that we will be elected if he receivespay certain expenses of these electing holders relating to such registrations.

        The Corporate Governance Committeeits review and approval or ratification of a related party transaction, the audit committee will, in its judgment, consider in light of the Boardrelevant facts and circumstances whether the transaction is, or is not inconsistent with, our best interests, including consideration of Directorsvarious factors enumerated in the policy.

        Each of the director nominees listed below is an incumbent director whose nomination to serve on the Board was recommended by Corporate Governance Committee and approved by the Board. Each of the director nominees has indicated a willingness to serve as a director if elected.

JONATHAN B. BULKELEY

        Mr. Bulkeley, 53, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from September 2010 to August 2011. Mr. Bulkeley founded Blue Square Capital Management LLC, which operates the Blue Square Small Cap Value Fund, a hedge fund investing in global small and microcap equities, in March 2009 and has served as its Chief Investment Officer since inception. Mr. Bulkeley also served as ChiefPrincipal Executive Officer and Principal Financial Officer) who were serving in such capacity as of Scanbuy Inc., a global leader in visual navigationDecember 31, 2021, or our “named executive officers” or “NEOs”. Our named executive officers for the wireless industry, from March 2006 to August 2010. Mr. Bulkeley also previously has servedfiscal 2021 were:

        2013 Compensation Design.    Following Accordingly, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent.

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stock component and a stock option component.our NEOs. These programscompensation elements are described in more detail later in this section. Theunder “Components of Our NEO Compensation Program”:

Roles of the Compensation and Benefits Committee, Management and Consultant

        The Committeecommittee is responsible for reviewing and making individual compensation determinations for our Chief Executive Officer and other executive officers. Such determinations are presented to the board of directors for its review. Our compensation committee annually reviews and approves the corporate goals, objectives, and other key measures relevant to compensation of our Chief Executive Officer.

        Semler Brossy has been retained by, and reports directly to, the Committee, and does not have any other consulting engagements with management or the Company. Specifically, the Committee regularly seeks independent advice from Semler Brossy on current trends in compensation design, including overall levels of compensation, the appropriateness of peer group companies, the relative weightings of compensation elements and the value of particular performance measures on which to base compensation. Within this framework, Semler Brossy has been directed to work collaborativelycommittee works with management to make pay determinations and to ensure sufficient understandingthat our programs are competitive and meet our compensation objectives.

        With respect to compensation for Dex Media's CEO, Semler Brossy provides competitive market CEO compensation data for the Committee's consideration. In accumulating these relevant data, Semler Brossy relies on its understandingreview of Dex Media's business andour compensation programs and related policies. Historically, our compensation committee has not regularly engaged the services of an executive compensation advisor in reviewing and establishing our compensation programs and related policies. Our compensation committee has not previously considered formal compensation market data nor has it formally

        For other executive officers'STI awards as it does with base salary. Our compensation the chief human resources officer works with the CEOcommittee may reassess our target annual incentive for each NEO from time to develop the CEO's compensation recommendations to the Committee. In developing these recommendations, the CEO considers the Company's overall performance, each individual's scope of responsibility, competitive market compensation data, individual performance, and the CEO's assessment of the individual's current and future potential contributions. Semler Brossy provides the Committee with its independent view of the CEO's compensation recommendations.

Compensation Positioning

        Peer Group Companies.    The Committee intends that the compensation opportunity available to executive officers be competitive with the compensation offered by similar companies. Following the Merger in 2013, the Committee reexamined the peer group in consultation with its independent compensation consulting firm, Semler Brossy. The Committee-approved peer group includes companies in the Advertising (GICS Industry 25401010) and Publishing (GICS Industry 25401040) subcategories of Media companies with trailing four quarter revenues between $1.0 billion and $2.5 billion that are similar to our Company. The peer group is used to provide market references in establishing the total compensation opportunity for our executive officers. For 2013, this group comprised: