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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE

SCHEDUL E 14A

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒       Filed by a Party other than the Registrant  ☐
Filed by the Registrant   ☒Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐
☐Preliminary Proxy Statement
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☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
☒Definitive Proxy Statement
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☐Definitive Additional Materials
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☐Soliciting Material underPursuant to §240.14a-12

THRYV HOLDINGS, INC.


(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.
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​☐​Fee paid previously with preliminary materials.
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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Letter to Stockholders

TO OUR STOCKHOLDERS:

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Dear Stockholders

You are cordially invited to attend the 20212023 Annual Meeting of Stockholders of Thryv Holdings, Inc., which is our first annual meeting of stockholders as a public company and which will be held virtually at https://www.virtualshareholdermeeting.com/THRY2021THRY2023 on June 9, 202113, 2023 at 10 a.m. Central Time. Due to COVID-19, theThe Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. Instructions for accessing the virtual meeting platform online are included in the proxy statement for this meeting.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report, and proxy card.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible 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 affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.

Sincerely,


Lesley Bolger

VP Corporate Counsel -

Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 9, 2021. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held on June 13, 2023. The Proxy Statement and Annual Report are Available at
https://www.virtualshareholdermeeting.com/THRY2021.

Thry2023.

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2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
TIME AND DATE:
​2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

To Our Stockholders

Notice of Annual Meeting of Stockholders

Date:
June 13, 2023

Time:
10 a.m. Central Time

Place:
Virtual Internet

Your Vote
is Important

Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

Our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting and save Thryv and our stockholders time and money. In addition to online attendance, this format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/THRY2023. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Central Time, on June 13, 2023. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.

Items of Business:

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June 9, 2021 at 10 a.m. Central Time
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PLACE:
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Our Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting, save Thryv and our stockholders time and money and, during the current global pandemic, ensure the safety of participants. In addition to online attendance, this format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/THRY2021. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Central Time, on June 9, 2021. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
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ITEMS OF BUSINESS:
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1.
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Elect threetwo Class IIII directors of Thryv Holdings, Inc., each to serve a three-year term expiring at the 20242026 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
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2.
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Ratify the appointment of Ernst & YoungGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
2023.
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3.
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Approve, on a non-binding advisory basis, the compensation of our named executive officers.
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4.
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Select, on a non-binding advisory basis, whether future advisory votes on the compensation paid by us to our named executive officers should be held every one, two, or three years.
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5.
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Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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RECORD DATE:
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Only stockholders of record at the close of business on April 13, 2021 are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof.
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PROXY VOTING:
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On or about April 28, 2021, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Record Date:

Only stockholders of record at the close of business on April 17, 2023 (the “Record Date”) are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof.

Proxy Voting:

On or about April 28, 2023, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

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This Notice of the Annual Meeting, proxy statement, and form of proxy are being first distributed and made available to stockholders on or about April 28, 2021.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
2023.

By Order of the Board of Directors,


Lesley Bolger

VP Corporate Counsel -
Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

April 28, 2021
2023

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PROXY STATEMENT FOR 2021 ANNUAL MEETING OF STOCKHOLDERS

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INFORMATION ABOUT SOLICITATION AND VOTINGInformation About Solicitation and Voting
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INTERNET AVAILABILITY OF PROXY MATERIALSInternet Availability of Proxy Materials
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GENERAL INFORMATION ABOUT THE MEETINGGeneral Information About the Meeting
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CORPORATE GOVERNANCECorporate Governance
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NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONSNominations Process and Director Qualifications
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PROPOSAL NO.Proposal No. 1 ELECTION OF DIRECTORSElection of Directors
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PROPOSAL NO.Proposal No. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of Appointment of Independent
Registered Public Accounting Firm
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REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee
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EXECUTIVE OFFICERSExecutive Officers
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and Management
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSCertain Relationships and Related Party Transactions
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EXECUTIVE COMPENSATIONExecutive Compensation
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PROPOSAL NO.Proposal No. 3 NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSNon-Binding Advisory Vote on the Compensation of
Our Named Executive Officers
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4355
PROPOSAL NO. 4 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSAdditional Information
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4456
ADDITIONAL INFORMATION
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OTHER MATTERS
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46

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Proxy Statement for the 2023 Annual Meeting of Stockholders

TABLE OF CONTENTSInformation About Solicitation and Voting

PROXY STATEMENT
FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the board of directors of Thryv Holdings, Inc. for use at our 20212023 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually at www.virtualshareholdermeeting.com/THRY2021THRY2023 on June 9, 202113, 2023 at 10 a.m. Central Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 28, 2021.2023. An annual report for the fiscal year ended December 31, 20202022 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 “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 not intended to be incorporated into this Proxy Statement.

INTERNET AVAILABILITY OF PROXY MATERIALS

Internet Availability of Proxy Materials

In accordance with U.S. Securities and Exchange Commission, or SEC, rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

GENERAL INFORMATION ABOUT THE MEETING
PURPOSE OF THE ANNUAL MEETING

General Information About the Meeting

Purpose of the Annual Meeting
You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

RECORD DATE; QUORUM

Record Date; Quorum
Only holders of record of our common stock at the close of business on April 13, 2021,17, 2023, or the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 33,127,66734,821,268 shares of common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 2200 West Airfield Drive, DFW Airport, TXTexas 75261. If due to COVID-19, our headquarters are closed during the ten days prior to the Annual Meeting, a stockholder may send a written request to our VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, and we will arrange a way for the stockholder to inspect the list.

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The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

VOTING RIGHTS; REQUIRED VOTE

Voting Rights; Required Vote
In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of common stock represents one vote. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

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Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting, unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the threetwo individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL”, “WITHHOLD ALL”, or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Ernst & YoungGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20212023 will be by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. The compensation of our named executive officers will be approved by a non-binding advisory vote by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. The non-binding advisory vote

Recommendations of Our Board of Directors on the frequency of future non-binding advisory votes on the compensation of our named executive officers will provide stockholders with the opportunity to choose among four options with respect to this proposal. You may vote for holding the non-binding advisory vote to approve the compensation of our named executive officers every “1 YEAR,” “2 YEARS,” “3 YEARS,” or vote for “ABSTAIN.” The frequency receiving the greatest number of votes cast by stockholders will be the outcomeEach of the non-binding advisory vote of our stockholders.

RECOMMENDATIONS OF OUR BOARD OF DIRECTORS ON EACH OF THE PROPOSALS SCHEDULED TO BE VOTED ON AT THE ANNUAL MEETING
Proposals Scheduled to be Voted on at the Annual Meeting

PROPOSAL
Proposal		​​
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BOARD
RECOMMENDATION
Board
Recommendation
PROPOSAL 1
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The election of thetwo Class IIII directors named in this Proxy Statement
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For All Nominees
PROPOSAL 2
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The ratification of the appointment of Ernst & YoungGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
2023		​​
For
PROPOSAL 3
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Non-binding advisory vote on the compensation of our named executive officers
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For
PROPOSAL 4
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To hold future non-binding advisory votes on the compensation of our named executive officers every “1 YEAR”
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For Every “1 Year”
ABSTENTIONS; BROKER NON-VOTES

Abstentions; Broker Non-Votes
Abstentions occur when shares present at the Annual Meeting are marked “Abstain.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. Abstentions are considered shares present

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and entitled to vote on Proposal No. 2 and Proposal No. 3, and, thus, will have the same effect as a vote “Against” Proposal No. 2 and Proposal No. 3. At the Annual Meeting, withhold votes will have no effect on Proposal No. 1 and abstentions will have no effect on Proposal No. 4.

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Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum 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

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without instructions from the beneficial owner of those 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 brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If a broker chooses not to vote shares for or against Proposal No. 2, it would have the same effect as a vote “Against” Proposal No. 2. The other proposals presented at the Annual Meeting are non-routine matters and therefore broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposal No. 1 Proposal No. 3 and Proposal No. 4.
VOTING INSTRUCTIONS; VOTING OF PROXIES
3.

Voting Instructions; Voting of Proxies

VOTE BY INTERNET
AT THE ANNUAL MEETING
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VOTE BY TELEPHONE
OR INTERNET
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VOTE BY MAIL

Vote by Internet
at the Annual Meeting

You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/

THRY2021,www.virtualshareholder
meeting.com/THRY2023, where stockholders may vote and submit questions during the meeting. The meeting starts at 10 a.m. Central Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

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Vote by Telephone or Internet

You may vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card.

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Vote by Mail

You may vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign, and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.

Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on June 8, 2021.12, 2023. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote at the Annual Meeting should you decide to attend the Annual Meeting virtually. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of certain of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

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If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted.

We recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting virtually.

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REVOCABILITY OF PROXIES
Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:
delivering to our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary by mail a written notice stating that the proxy is revoked;
signing and delivering a proxy bearing a later date;
voting again by telephone or through the Internet; or
attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

●delivering to our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary by mail a written notice stating that the proxy is revoked;
●signing and delivering a proxy bearing a later date;
●voting again by telephone or through the Internet; or
●attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

EXPENSES OF SOLICITING PROXIES

Expenses of Soliciting Proxies
We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable 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.

VOTING RESULTS

Voting Results
Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied 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.

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TABLE OF CONTENTSCorporate Governance

CORPORATE GOVERNANCE
Since our direct listing on October 1, 2020, we have been

We are committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.

INDEPENDENCE OF DIRECTORS

Independence of Directors

The listing rules of the Nasdaq Stock Market LLC, or Nasdaq, generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our audit, compensation, and nominating and corporate governance committees be independent.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Jason Mudrick, Amer Akhtar, Bonnie Kintzer, Ryan O’Hara, John Slater, Lauren Vaccarello and Heather Zynczak do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them.

BOARD LEADERSHIP STRUCTURE
Though ourindependence.

Board Leadership Structure

The board of directors has no formal policy with respectis committed to the separationpromoting effective, independent governance of the officesCompany. The board of directors believes it is in 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 andat any given time, regardless of whether that director is an independent director or the Chief Executive Officer, currently, the roles are separate with Jason Mudrick servingOfficer.

Since December 2021, Mr. Walsh has served as our Chairman of our board of directors and Joseph Walsh servingas well as our Chief Executive Officer. The Chief Executive Officer, is responsible for setting the strategic direction for our Company and the day-to-day leadership and performance of our Company and sets the agenda forMr. Slater has served as Lead Independent Director.

The board of directors meetings, whilebelieves that this structure is effective and best for the Chairman provides guidance to theCompany at this point in time for several reasons. Mr. Walsh has been our Chief Executive Officer and presides over meetingsa director since October 2014. Mr. Walsh also holds a significant number of the fullshares of our common stock. The board of directors . We believebelieves that separation of the positions of theas a long-term executive officer, director and significant stockholder, Mr. Walsh is well qualified to serve as our Chairman and Chief Executive Officer, reinforcesand his interests are aligned with our stockholders. Furthermore, Mr. Walsh has extensive experience and knowledge of the independenceCompany and in the areas of SaaS software and small and medium sized businesses. Mr. Walsh is the person with primary responsibility for our 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 board of

Thryv Holdings, Inc.52023 Proxy Statement

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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 and Chief Executive Officer demonstrates for our employees, stockholders, customers, business partners and others that the Company is under strong leadership, with a single person setting the tone and having 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 of directors has found an effective leader who is able to facilitate open and productive discussion, effectively utilize each individual director’s unique perspective and expertise, lead the board of directors in its oversightinnovative and creative problem solving and, by virtue of his personal investment in the business and affairsCompany, to represent the interests of our Company. We believe thatstockholders as a whole.

To help ensure the leadership structureindependence of ourthe board of directors, is appropriateour Lead Independent Director has assumed certain responsibilities pertaining to the operation of the board of directors. The Lead Independent Director presides over all executive sessions of the non-management directors and enhances its abilityother meetings of the board of directors in the absence of the Chairman, serves as the principal liaison to effectively carry out its rolesthe non-management directors and responsibilities on behalfconsults with the Chief Executive Officer regarding information to be sent to the board of directors, meeting agendas and establishing meeting schedules. In order to give a significant voice to our stockholders.

COMMITTEES OF OUR BOARD OF DIRECTORS
non-management directors, our non-management directors will meet regularly in executive session in 2023.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.

 
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    Committees
NameAge

Director
Since

Independent(1)AuditCompensationNominating
and Corporate
Governance
Joseph A. Walsh
Chairman and CEO		602014    
Amer Akhtar
Director		532020 
Bonnie Kintzer
Director		612020  
Ryan O’Hara
Director		542020  
John Slater
Lead Independent Director		502016 
Lauren Vaccarello
Director		392020 
Heather Zynczak
Director		512020  
= Chairperson = Member = Financial Expert

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Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TXTexas 75261, Attn: VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary, or in the “Investor Relations” section of our website, which is located at https://investor.thryv.com. Directors serve on these committees until their resignations or until otherwise determined by our board of directors.

Thryv Holdings, Inc.62023 Proxy Statement
AUDIT COMMITTEE

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Audit Committee

The primary purposes of our audit committee are to assist the Board’s oversight of:

audits of our financial statements;
the integrity of our financial statements;
our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
the qualifications, engagement, compensation, independence, and performance of our independent auditor; and
the performance of our internal audit function.

●audits of our financial statements;
●the integrity of our financial statements;
●our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
●the qualifications, engagement, compensation, independence, and performance of our independent auditor; and
●the performance of our internal audit function.

Our audit committee consists of Mr. Akhtar, Mr. Slater and Ms. Zynczak, with Mr. Slater serving as chair of the audit committee. Each of Mr. Akhtar, Mr. Slater and Ms. Zynczak qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d) of Regulation S-K. Our board of directors has affirmatively determined that Mr. Akhtar, Mr. Slater and Ms. Zynczak meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable Nasdaq rules and Rule 10A-3 under the Securities Exchange Act. We intend to comply with these independence requirements for all membersAct of the audit committee within the time periods specified under such rules.1934, as amended (the “Exchange Act”). Our audit committee is governed by a charter that complies with the Nasdaq listing rules.

COMPENSATION COMMITTEE
The audit committee met five times in 2022.

Compensation Committee

The primary purposes of our compensation committee are to assist the board of directors in overseeing our management compensation policies and practices, including:

determining and approving the compensation of our executive officers; and
producing an annual report regarding the Compensation Discussion and Analysis included in the Company's proxy statement and annual report on Form 10-K.

●determining and approving the compensation of our executive officers; and
●producing an annual report regarding the Compensation Discussion and Analysis included in the Company’s proxy statement and annual report on Form 10-K.

Our compensation committee consists of Ms. Kintzer, Mr. MudrickSlater and Mr. Slater,Ms. Vaccarello, with Ms. Kintzer serving as chair of the compensation committee. Each member of the compensation committee qualifies as an independent director under the Nasdaq listing rules for the purposes of serving on our compensation committee.rules. Our compensation committee is governed by a charter that complies with the rules of Nasdaq.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The compensation committee met six times in 2022.

Nominating and Corporate Governance Committee

The primary purposes of our nominating and corporate governance committee are:

making recommendations to the board of directors regarding nomination of individuals as members of the board of directors and its committees;
assisting the board of directors with identifying individuals qualified to become board of directors members; and
determining corporate governance practices and related matters.

●making recommendations to the board of directors regarding nomination of individuals as members of the board of directors and its committees;
●assisting the board of directors with identifying individuals qualified to become board of directors members; and
●determining corporate governance practices and related matters.

Our nominating and corporate governance committee consists of Mr. Mudrick,Akhtar, Mr. O’Hara and Ms. Vaccarello, with Mr. O’Hara serving as chair of the nominating and corporate governance committee. Each member of the nominating and corporate governance committee qualifies as an independent director under the Nasdaq listing rules. The nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq.

The nominating and corporate governance committee met three times in 2022.

Thryv Holdings, Inc.72023 Proxy Statement
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TABLE OF CONTENTSTable of Contents

OUR BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Our Board of Directors’ Role in Risk Oversight

Our board of directors has primary responsibility for the oversight of our risk management and, either as a whole or through the audit committee, discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. This risk oversight process includes the audit committee of the board of directors (i) identifying major risk areas and (ii) presenting such exposure to the board of directors to assess our risk identification, risk management and mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

At each regular meeting of the audit committee of our board of directors, of which there were sixfive in 2020,2022, our management provides reports relating to existing and emerging risks at our Company, including, as appropriate, risk assessments, cyber and data security risks, privacy updates and any security incidents. The Company’s internal Governance, Risk, Ethics and Compliance Committee also meets quarterly to discuss cyber and data security risks.

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Board and Committee Meetings and Attendance

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During fiscal year 2020,2022, our board of directors met sixfive times, the audit committee met sixfive times, the compensation committee met foursix times and the nominating and corporate governance committee met one time.three times. During fiscal 2020,2022, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.

BOARD ATTENDANCE AT ANNUAL STOCKHOLDERS’ MEETING

Board Attendance at Annual Stockholders’ Meeting

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetingsmeeting of stockholders. We completed our direct listing in October 2020 and this 2021All directors attended the 2022 Annual Meeting is our first annual meeting.

COMMUNICATION WITH DIRECTORS
Meeting.

Communication With Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our chairpersonChairperson or lead independent director, if any)Lead Independent Director) may do so by lettersin writing addressed to the attention of our VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary.

All communications are reviewed by the VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

Thryv Holdings, Inc.


2200 West Airfield Drive

P.O. Box 619810,

DFW Airport, TXTexas 75261,

Attn: VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

Thryv Holdings, Inc.82023 Proxy Statement
CODE OF ETHICS AND BUSINESS CONDUCT

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Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct that applies to all our employees and the members of our board of directors. Our Code of Ethics and Business Conduct is posted on the “Investors” section of our website, which is located at
https://investor.thryv.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirements regarding amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct by posting such information on our website at the address and location specified above.

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TABLE OF CONTENTSCorporate Social Responsibility

CORPORATE SOCIAL RESPONSIBILITY

Our culture is shaped by our core values, which are as follows:

Client Devoted
DONE3
Act Like You Own the Place
Invest in Our People
Under Promise, Over Deliver
Making Money is a Bi-Product of Helping People
Think Long-Term; Act with Passion and Integrity

●Client Devoted
●DONE3 (Make a Clear Commitment, Deliver on Your Commitment, and Follow-Up to Ensure Satisfaction)
●Act Like You Own the Place
●Invest in Our People
●Under Promise, Over Deliver
●Making Money is a Byproduct of Helping People
●Think Long-Term; Act with Passion and Integrity

As part of our core value of “investing“invest in our people”, we support various initiatives. We strive to ensure our work environment reflects diversity, fairness and meritocracy. Our Diversity and Inclusion Council provides a voice for our diverse employees to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity at the Company. The Diversity and Inclusion Council plans and sponsors events to celebrate diversity and inclusion and create opportunities for networking and mentorship within diverse groups.

This Council is global – represented by employees in the U.S., Dominican Republic and Australia.

Our employees support a number of charitable organizations and participate in our Day of Giving program. In particular, Thryv Australia is a key sponsor of the charity R U OK? which provides support and awareness for mental health and suicide prevention services. Along these same lines, our Australian (“AU”) team hosts a Health and Wellbeing Committee consisting of eight volunteers committed to educating and empowering our employees toward a greater state of health and wellbeing. Collaborating globally, we are establishing a similar team in in the U.S. to focus on employees’ mental health while enhancing offerings to our employees. All employees are allowed a Day of Giving annually to give of their time and talent to the charitable organization of their choice. The acts of service benefit the employees’ connection to their community and to Thryv by feeding their desire to help beyond our company.

We prioritize and invest in creating opportunities to help employees grow and build their careers through training and development programs. These include online and on-the-job learning formats.

●Emerging Leaders Program is designed to identify and develop future leaders. Once identified, Emerging Leaders are provided focused leadership and management skill development programs – instructor-led, online and on-the-job.
●Likewise, New Manager Training Program is provided to newly promoted managers to develop and enhance their people management and leadership skills. This program aims to set up newly promoted people managers for success while developing a network of colleagues from which to draw support and counsel.
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●The AU leadership team launched a 2023 series of learning and networking sessions to enhance growth opportunities while investing in key AU leaders.
●All employees enjoy the opportunity to participate in numerous Lunch and Learn sessions each month. Varying in topics from personal well-being to diversity & inclusion to emotional and mental health to work habits – these sessions have been key to enhancing culture, connect and career at Thryv. In a full remote work environment, employees connect on a different level during these interesting learning sessions.

Our Tuition Assistance Program supports lifelong learning of all employees. Through a generous reimbursement program, eligible employees who have been with the Company a minimum of six months may seek continuous education and personal development to support their career aspirations while contributing to our collective growth and success. Eligible coursework may be aimed at achievement of an Associate’s, Bachelor or Master’s degree or may be specialized in various certificate/certification programs. We require participants in the Tuition Assistance Program to remain with the Company for one year following completion of their education program.

Environmental Management

The preferred source of fiber used in the pulp for directory paper comes from residual chips and other byproducts produced by the lumber industry when logs are converted into lumber. The chips become paper pulp instead of being burned or going into landfills. Not only is it beneficial to the environment but it benefits the economy of many regions that depend on the lumber industry. Our paper suppliers primarily source paper from certified sustainable forestry practices. In 2020, Thryv moved to a remote work from home environment, further decreasing our carbon footprint by reducing carbon emissions from cars and energy use in office buildings.

Thryv has moved away from placing directories on every doorstep and implemented a targeted distribution to give printed directories of business ads and listings only to the people who use the printed directories. We have also extended the life of our printed directories from 12 months to 18 or 24 months, and formatted our printed directories to be smaller. As a result, Thryv, in cooperation with the various telephone companies, has dramatically reduced the number of white page residential listings books that are printed and distributed and established digital versions of its directories to further reduce the number of directories printed on paper.

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Thryv Holdings, Inc.102023 Proxy Statement

TABLE OF CONTENTSNominations Process and Director Qualifications

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
NOMINATION TO THE BOARD OF DIRECTORS

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the committee’s charter, our fourth amended and restated certificate of incorporation and second amended and restated bylaws, and the criteria established by the committee regarding director candidate qualifications. The nominating and corporate governance committee is responsible for identifying, screening and recommending candidates to the entire board of directors for membership. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition,candidates. When deemed prudent, the committee may also engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

In accordance with the terms of our amended and restated stockholders’ agreement, as described below under “Certain Relationships and Related Party Transactions”, at the time of our direct listing in October 2020, Amer Akhtar, Jason Mudrick, Ryan O’Hara, Lauren Vaccarello and Heather Zynczak were nominated for election to the board of directors by certain entities affiliated with Mudrick Capital Management, L.P. (“Mudrick Capital”), Bonnie Kintzer was nominated by GoldenTree Asset Management LP (“GoldenTree”) and John Slater was nominated by Paulson & Co. Inc. (“Paulson”). As described further in this Proxy Statement, our board of directors has re-nominatednominated Mr. AkhtarSlater and Mses. Kintzer and VaccarelloMr. Walsh for re-election at the 2021 Annual Meeting.

Currently, the nomination rights of Mudrick Capital, Paulson and GoldenTree have expired.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”

DIRECTOR QUALIFICATIONS; DIVERSITY

Director Qualifications; Diversity

The nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members of the board of directors), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, take into account many factors, including ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment, experience in the Company’s industry and with relevant social policy concerns, understanding of the Company’s business on a technical level, other board service and educational and professional background. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether

Thryv Holdings, Inc.112023 Proxy Statement

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to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the board of directors. The nominating and corporate governance committee and the board of directors will take into account the nature of and time involved in a director’s service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to the Company’s stockholders.

The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience.

Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, to be in our Company’s and stockholders’ best interests.

Board Diversity Matrix (as of April 17, 2023)
Total Number of Directors7
 FemaleMaleNon-Binary

Did Not
Disclose
Gender

Part I: Gender Identity    
Directors3400
Part II: Demographic Background    
African American or Black0000
Alaskan Native or Native American0000
Asian0100
Hispanic or Latinx0000
Native Hawaiian or Pacific Islander0000
White3300
Two or More Races or Ethnicities0000
LGBTQ+0
Did Not Disclose Demographic Background0

Thryv Holdings, Inc.122023 Proxy Statement
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TABLE OF CONTENTSProposal No. 1
Election of Directors

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our board of directors currently consists of eightseven directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class IIII will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class IIIII do not expire until the annual meetings of stockholders held in 20222024 and 2023,2025, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the threetwo Class IIII nominees named below, each of whom is currently serving as a director in Class I,III, be elected as a Class IIII director for a three-year term expiring at the 20242026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the threetwo individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

Shares represented by proxies will be voted “FOR” the election of each of the threetwo nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than threetwo directors. Stockholders may not cumulate votes for the election of directors.

VOTE

Our Board of Directors Recommends a Vote FOR ALL NOMINEES TO OUR BOARD OF DIRECTORS in the Election of the Class III Directors

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Nominees to Our Board of Directors

The nominees and their ages, occupations, and length of service on our board of directors as of the date of this proxy statement,Proxy Statement, are provided below.

John Slater

Class III Director

AGE: 50
DIRECTOR SINCE: 2016

Mr. Slater has served as Lead Independent Director since December 2021. He has served as the Chief Investment Officer for Hum Capital Inc. since September 2021. Mr. Slater previously served on our board of directors from 2013 to 2015. Mr. Slater served as Managing Director, Head of Credit at GPI Capital L.P. from January 2020 to December 2020. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. We believe Mr. Slater is qualified to serve on our board of directors because of his extensive background in accounting, technology sector investing and operations, and capital markets, and his board level experience.

Joseph A. Walsh

Class III Director

AGE: 60
DIRECTOR SINCE: 2014

Mr. Walsh has served as Chairman since December 2021, and as Chief Executive Officer and a Director since October 2014. Mr. Walsh also serves as the Chief Executive Officer and Chairman of Walsh Partners, a private company focused on investments and advisory services, from January 2012 and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to December 2018. Mr. Walsh also previously served as President and CEO of Yellowbook, Inc. We believe Mr. Walsh is qualified to serve on our board of directors because he brings a wealth of leadership experience, particularly in the areas of SaaS software, small and medium sized business (“SMB”) marketing and strategic direction, and because of the operational expertise and continuity that he brings to our board of directors as our Chief Executive Officer.

Thryv Holdings, Inc.142023 Proxy Statement
Amer Akhtar
Mr. Akhtar, age 51, has served as a director since September 2020. Mr. Akhtar has served as the Chief Executive Officer

Table of Celential.ai Inc., a venture-funded provider of AI-based recruiting solutions since January 2020. From April 2019 to October 2019, Mr. Akhtar served as the Chief Revenue Officer of DeepMap Inc., a high definition mapping software provider for autonomous driving. From April 2016 to March 2019, Mr. Akhtar was the Chief Operating Officer, Head of U.S. and advisor to the CEO of XPT Inc., or XPT, a division of the electric vehicle company NIO, Inc. Prior to joining XPT, from November 2014 to April 2016, Mr. Akhtar was VP and General Manager of Yahoo Small Business, a technology business focused on e-commerce and online presence. Mr. Akhtar has also served as a board member of Zeuss Inc. from 2014 to 2019 and as an advisory board member of PayActiv Inc., a financial wellness platform, since 2014. Mr. Akhtar also spent almost a decade at Automatic Data Processing, Inc., or ADP, including from 2009 to 2013, in which he was Managing Director and Country President for ADP in Shanghai, China. Mr. Akhtar graduated from Amos Tuck School of Business at Dartmouth College. We believe that Mr. Akhtar is qualified to serve on our board of directors because of his technology and software expertise, and his deep experience with small and medium sized businesses (SMBs).

Bonnie Kintzer
Ms. Kintzer, age 59, has served as a director since September 2020. Ms. Kintzer has served as the President and Chief Executive Officer of Trusted Media Brands, Inc., a media and direct marketing company since April 2014. Ms. Kintzer has also served as a director of Trusted Media Brands, Inc. since April 2014. Previously, Ms. Kintzer served as Chief Executive Officer for Women’s Marketing Inc., from April 2010 to March 2014, where she also served as a director from September 2009 to December 2015. Ms. Kintzer has served as Chairperson of the Reader’s Digest Foundation and of the 40 Million Story Campaign for United Through Reading. Ms. Kintzer also serves as a member of the board of directors for the Children’s Learning Center of Fairfield County and is Vice Chair of the MPA – The Association of Magazine Media. Ms. Kintzer holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Clark University. We believe that Ms. Kintzer is qualified to serve on our board of directors due to her relevant leadership experience in the digital marketing arena, and, more specifically, with the rebranding of the Reader’s Digest Association into a digital-first company.
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Lauren Vaccarello
Ms. Vaccarello, age 37, has served as a director since September 2020. Ms. Vaccarello has served as the Chief Marketing Officer of Talend S.A., a data integration and data integrity company since July 2019. Previously, Ms. Vaccarello served as the Vice President of Customer Engagement and Vice President of Marketing at Box, Inc., a cloud content management company, from July 2015 to October 2018. From August 2014 to July 2015, Ms. Vaccarello served as the Senior Vice President of Marketing of Sysomos Inc. Ms. Vaccarello has also held executive leadership roles at the AdRoll Group and Salesforce.com, Inc. Ms. Vaccarello has served as a director of SalesHood Inc. since July 2019. Ms. Vaccarello holds a Bachelor of Science degree in Marketing from Emerson College. We believe that Ms. Vaccarello is qualified to serve on our board of directors because of her expertise in digital marketing and her success in growing several SaaS companies.
CONTINUING DIRECTORS

Continuing Directors

The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our board of directors as of the date of this proxy statementProxy Statement are provided below.

Amer Akhtar

Class I Director

AGE: 53
DIRECTOR SINCE: 2020

Mr. Akhtar currently serves as Chief Executive Officer of iTrade Network Inc., a provider of supply chain software. He previously served as the Chief Executive Officer of Celential.ai Inc., a venture-funded provider of AI-based recruiting solutions from January 2020 to January 2022. From April 2019 to October 2019, Mr. Akhtar served as the Chief Revenue Officer of DeepMap Inc., a high-definition mapping software provider for autonomous driving. From April 2016 to March 2019, Mr. Akhtar was the Chief Operating Officer, Head of U.S. and advisor to the CEO of XPT Inc., or XPT, a division of the electric vehicle company NIO, Inc. Prior to joining XPT, from November 2014 to April 2016, Mr. Akhtar was VP and General Manager of Yahoo Small Business, a technology business focused on e-commerce and online presence. Mr. Akhtar has also served as a board member of Zeuss Inc. from 2014 to 2019 and as an advisory board member of PayActiv Inc., a financial wellness platform, since 2014. Mr. Akhtar also spent almost a decade at Automatic Data Processing, Inc., or ADP, including from 2009 to 2013, in which he was Managing Director and Country President for ADP in Shanghai, China. Mr. Akhtar graduated from Amos Tuck School of Business at Dartmouth College. We believe that Mr. Akhtar is qualified to serve on our board of directors because of his technology and software expertise, and his deep experience with SMBs.

Bonnie Kintzer

Class I Director

AGE: 61
DIRECTOR SINCE: 2020

Ms. Kintzer has served as the President and Chief Executive Officer of Trusted Media Brands, Inc., a media and direct marketing company since April 2014. Ms. Kintzer has also served as a director of Trusted Media Brands, Inc. since April 2014, and a director of SilverSPAC since September 2021. Previously, Ms. Kintzer served as Chief Executive Officer for Women’s Marketing Inc. from April 2010 to March 2014, where she also served as a director from September 2009 to December 2015. Ms. Kintzer served as Chairperson of the Reader’s Digest Foundation until March 2022, as a director of Union Savings Bank from October 2020 to March 2022, and currently serves as Chairperson of the 40 Million Story Campaign for United Through Reading. Ms. Kintzer also serves as a member of the board of directors for the Children’s Learning Center of Fairfield County and is Chair of the MPA – The Association of Magazine Media. Ms. Kintzer holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Clark University. We believe that Ms. Kintzer is qualified to serve on our board of directors due to her relevant leadership experience in the digital marketing arena, and, more specifically, with the rebranding of the Reader’s Digest Association into a digital-first company.

Thryv Holdings, Inc.152023 Proxy Statement
Joseph A. Walsh

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Ryan O’Hara

Class II Director

AGE: 54
DIRECTOR SINCE: 2020

Mr. O’Hara currently serves as the Chief Executive Officer of 210 Home Buyers Warranty, a home warranty and insurance company. He previously served as an advisor to Apollo Global Management in the technology and media sectors from January 2020 until December 2022. From June to December 2019, Mr. O’Hara served as the Chief Executive Officer of Shutterfly, Inc., where he also served as a director from June to October 2019. Previously, from January 2015 to June 2019, Mr. O’Hara served as the Chief Executive Officer of Move Inc./Realtor.com. Mr. O’Hara has also served as a board member on the board of REA Group Limited from June 2017 to April 2019. Prior to 2015, Mr. O’Hara also served in senior management roles at the Madison Square Garden Company and Gemstar–TV Guide International, Inc., and worked at Nestlé S.A., Fox Cable Networks, British Sky Broadcasting Group, and PricewaterhouseCoopers LLP. Mr. O’Hara currently serves on the board of Offerpad and TKB Critical Technologies, and the advisory council for the Stanford University Center on Longevity. Mr. O’Hara holds a Bachelor of Arts degree in Economics from Stanford University, a Master of Business Administration from Harvard Business School and the Director Certificate from Harvard Business School. We believe Mr. O’Hara is qualified to serve on our board of directors because of his significant experience with technology and recurring revenue models, and his deep experience serving on the board of directors of both public and private companies.

Lauren Vaccarello

Class I Director

AGE: 39
DIRECTOR SINCE: 2020

Ms. Vaccarello currently serves as Chief Marketing Officer of Salesloft, the provider of a leading sales engagement platform. She previously served as the Chief Marketing Officer of Talend S.A., a data integration and data integrity company from July 2019 to October 2021. Previously, Ms. Vaccarello served as the Vice President of Customer Engagement and Vice President of Marketing at Box, Inc., a cloud content management company, from July 2015 to October 2018. From August 2014 to July 2015, Ms. Vaccarello served as the Senior Vice President of Marketing of Sysomos Inc. Ms. Vaccarello has also held executive leadership roles at the AdRoll Group and Salesforce.com, Inc. Ms. Vaccarello has served as a director of SalesHood Inc. since July 2019. Ms. Vaccarello holds a Bachelor of Science degree in Marketing from Emerson College. We believe that Ms. Vaccarello is qualified to serve on our board of directors because of her expertise in digital marketing and her success in growing several SaaS companies.

Thryv Holdings, Inc.162023 Proxy Statement
Mr. Walsh, age 58, is our Chief Executive Officer, President

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Heather Zynczak

Class II Director

AGE: 51
DIRECTOR SINCE: 2020

Ms. Zynczak served as the Chief Marketing Officer of Pluralsight, Inc., a technology learning platform for enterprises from August 2016 to October 2020. Previously, Ms. Zynczak served as the Chief Marketing Officer of Domo Inc., a cloud operating system for businesses, from 2012 to 2016. Previously, Ms. Zynczak also held executive positions at enterprise technology companies, including SAP SE and Oracle Corporation, and she served as a business consultant for Accenture plc, The Boston Consulting Group and Booz Allen Hamilton Inc. Ms. Zynczak has served as a director of Demandbase and Digital Transformation Opportunities since March 2021, a director of Arkose Labs since July 2022, and a director of D2L since January 2023. She previously served as a director of SaltStack, Inc. from October 2018 to October 2020 and a director of ExpertVoice from March 2021 to September 2022. Ms. Zynczak holds a Bachelor of Business Administration degree in Finance from The University of Texas at Austin and holds a Master of Business Administration from The Wharton School at the University of Pennsylvania. We believe that Ms. Zynczak is qualified to serve on our board of directors because of her substantial digital marketing and technology experience, including key roles in building successful SaaS companies, and her board level experience.

Thryv Holdings, Inc.172023 Proxy Statement

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Non-Employee Director since October 2014. Mr. Walsh also serves as the Chief Executive Officer and Chairman of Walsh Partners, a private company focused on investments and advisory services, from January 2012 and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to December 2018. Mr. Walsh also previously served as President and CEO of Yellowbook, Inc. We believe Mr. Walsh is qualified to serve on our board of directors because he brings a wealth of leadership experience, particularly in the areas of SaaS software, SMB marketing and strategic direction, and because of the operational expertise and continuity that he brings to our board of directors as our Chief Executive Officer and President.

Jason Mudrick
Mr. Mudrick, age 46, has served as Chairman and director since July 2016. Mr. Mudrick is the founder and Chief Investment Officer of Mudrick Capital, an investment firm that specializes in long and short investments in distressed credit. Mudrick Capital was founded in 2009. Before founding Mudrick Capital, Mr. Mudrick served as Managing Director and Portfolio Manager of the Contrarian Equity Fund, a fund specializing in post-restructured equities. Mr. Mudrick has previously served on multiple creditors’ committees and boards of directors for several public and privately-held companies, including Safety-Kleen Holdings, Inc., Integrated Alarm Services Group, Inc., Salton, Inc., Rotech Healthcare, Inc., NJOY Holdings, Inc., Corporate Risk Holdings, Fieldwood Energy Inc., Proenza Schouler Holdings, Inc. and cxLoyalty Group, Inc. Mr. Mudrick holds his Bachelor of Arts degree in Political Science from the University of Chicago and his Juris Doctorate from Harvard Law School. We believe that Mr. Mudrick is qualified to serve on our board of directors because of his financial sophistication, capital market expertise, and extensive experience serving as a director of, and investing in, a number of privately and publicly held companies.
Ryan O’Hara
Mr. O’Hara, age 52, has served as a director since September 2020. Mr. O’Hara has served as an advisor to Apollo Global Management in the technology and media sectors since January 2020. From June to December 2019, Mr. O’Hara served as the Chief Executive Officer of Shutterfly, Inc., where he also served as a director from June to October 2019. Previously, from January 2015 to June 2019, Mr. O’Hara served as the Chief Executive Officer of Move Inc./Realtor.com. Mr. O’Hara has also served as a board member on the board of REA Group Limited from June 2017 to April 2019. Prior to 2015, Mr. O’Hara also served in senior management roles at the Madison Square Garden Company and Gemstar–TV Guide International, Inc., and worked at Nestlé S.A., Fox Cable Networks, British Sky Broadcasting Group, or BSkyB, and PricewaterhouseCoopers LLP. Mr. O’Hara currently serves on the advisory council for the Stanford University Center on Longevity. Mr. O’Hara holds a Bachelor of Arts degree in Economics from Stanford University, a Master of Business Administration from Harvard Business School and the Director Certificate from Harvard Business School. We believe Mr. O’Hara is qualified to serve on our board of directors because of his significant experience with technology and recurring revenue models, and his deep experience serving on the board of directors of both public and private companies.
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Compensation

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John Slater
Mr. Slater, age 48, has served as a director since July 2016. Mr. Slater previously served on our board of directors from 2013 to 2015. Mr. Slater served as Managing Director, Head of Credit at GPI Capital L.P from 2019 to 2021. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. He continues to provide services to Paulson. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. We believe Mr. Slater is qualified to serve on our board of directors because of his extensive background in accounting, technology sector investing and operations, and capital markets, and his board level experience.
Heather Zynczak
Ms. Zynczak, age 49, has served as a director since September 2020. Ms. Zynczak has served as the Chief Marketing Officer of Pluralsight, Inc., a technology learning platform for enterprises since August 2016. Previously, Ms. Zynczak served as the Chief Marketing Officer of Domo Inc., a cloud operating system for businesses, from 2012 to 2016. Previously, Ms. Zynczak also held executive positions at enterprise technology companies, including SAP SE and Oracle Corporation, and she served as a business consultant for Accenture plc, The Boston Consulting Group and Booz Allen Hamilton Inc. Ms. Zynczak has served as a director of SaltStack, Inc. since October 2018, and a director of ExpertVoice, Demandbase and Digital Transformation Opportunities since March 2021. Ms. Zynczak holds a Bachelor of Business Administration degree in Finance from The University of Texas at Austin and holds a Master of Business Administration from The Wharton School at the University of Pennsylvania. We believe that Ms. Zynczak is qualified to serve on our board of directors because of her substantial digital marketing and technology experience, including key roles in building successful SaaS companies, and her board level experience.
NON-EMPLOYEE DIRECTOR COMPENSATION
Our non-employee directors receive an annual retainer for board and committee service of $100,000 and each committee chairmanchairperson receives an additional annual fee of $20,000.
Beginning in the third quarter of 2022, each non-employee director that serves on two or more committees and is not a committee chairperson receives an additional annual fee of $10,000. The Lead Independent Director also receives an additional annual fee of $35,000.

Annual cash director retainers for board, Lead Independent Director and committee chair service are paid on a quarterly basis atin advance.

Additionally, in June 2022, each non-employee director was awarded restricted stock units (“RSUs”) having an aggregate fair market value of $140,000. These RSUs will vest in full on the beginningone-year anniversary of each quarter and include board of directors and committee chair fees.

the grant date.

Mr. Walsh, our PresidentChairman and Chief Executive Officer, is not included in this table and does not receive compensation for his services as a director. See “Compensation Tables -– Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2020.

Director Compensation - Fiscal Year 2020
Name
​​
Fees Earned or
Paid in Cash
($)
​​
Stock Option
Awards
($)
​​
All Other
Compensation
($)
​​
Total
($)
Amer Akhtar(1)
​​
33,333
​​
384,248
​​
—
​​
417,581
Bonnie Kintzer(1)
​​
40,000
​​
384,248
​​
—
​​
424,248
Jason Mudrick(2)
​​
67,500
​​
384,248
​​
—
​​
451,748
Ryan O’Hara(1)
​​
40,000
​​
384,248
​​
—
​​
424,248
John Slater
​​
116,667
​​
384,248
​​
—
​​
500,915
Lauren Vaccarello(1)
​​
33,333
​​
384,248
​​
—
​​
417,581
Heather Zynczak(1)
​​
33,333
​​
384,248
​​
—
​​
417,581
Scott Galloway(3)
​​
76,667
​​
4,301
​​
—
​​
80,968
Peter Glusker(3)
​​
76,667
​​
4,301
​​
—
​​
80,968
Scott Kasen(3)
​​
76,667
​​
2,516
​​
—
​​
79,183
Brian Kushner(3)
​​
76,667
​​
2,516
​​
—
​​
79,183
Ross Levinsohn(3)
​​
76,667
​​
4,301
​​
—
​​
80,968
2022.

Director Compensation – Fiscal Year 2022
Name

Fees Earned or

Paid in Cash

($)

Stock

Awards(1)

($)

All Other Compensation

($)

Total

($)

Amer Akhtar105,000140,000—245,000
Bonnie Kintzer120,000140,000—260,000
Ryan O’Hara120,000140,000—260,000
John Slater155,000140,000—295,000
Lauren Vaccarello105,000140,000—245,000
Heather Zynczak100,000140,000—240,000
(1)
1.		Messrs. Akhtar and O’Hara and Mses. Kintzer, Vaccarello and Zynczak were appointed

Consists of an award of RSUs granted pursuant to our board of directors effective September 1, 2020. Cash amounts reflect the prorated annual retainer for board service and annual committee chair fees for September through December 2020. Stock option awards represent 55,556 stock options granted on October 15, 2020. The $384,248 amount forThryv Holdings, Inc. 2020 Incentive Award Plan (the “2020 Plan”) to each director representson June 9, 2022. Pursuant to the 2020 Stock Plan, each outside director is to receive an automatic grant of RSUs on the date of the annual stockholders meeting equal to the number of shares of common stock having an aggregate fair market value of $140,000. The amounts shown were not actually paid to the directors. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the stock options, computedRSUs awarded to each of them in fiscal year 2022. These values were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718.

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(2)
At his request, Mr. Mudrick, the founder and Chief Investment Officer at Mudrick Capital, our largest stockholder, elected to receive half of his cash director fees for the period of January 2020 through September 2020. Beginning October 1, 2020, Mr. Mudrick receives the entire amount of non-employee director cash fees. Stock option awards represent 55,556 stock options granted on October 15, 2020.718”). The $384,248 amount represents theaggregate grant date fair value of the RSUs is equal to the closing price of the common stock options, computedon the date of grant multiplied by the number of shares granted. On June 9, 2022, the date of grant for all directors, the closing price of our common stock on the Nasdaq was $25.96 per share. The amounts reported do not include any reduction in accordance with FASB ASC Topic 718.
(3)
Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn each stepped down from our boardthe value of directors effective August 31, 2020. Cash amounts reflect the prorated annual retainerawards for board service and annual committee chair fees for January through August 2020. We did not grant stock optionthe possibility of forfeiture. The awards to Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn inwere issued on June 17, 2022.

Our directors’ outstanding equity awards as of fiscal year 2020. Amounts included for 2020 stock option awards reflect the incremental fair value of modified options, computed in accordance with FASB ASC Topic 718.end 2022 were as follows: Mr. Akhtar – 5,392 RSUs and 55,556 options; Ms. Kintzer – 5,392 RSUs and 55,556 options; Mr. O’Hara – 5,392 RSUs and 55,556 options; Mr. Slater – 5,392 RSUs and 55,556 options; Ms. Vaccarello – 5,392 RSUs and 55,556 options; and Ms. Zynczak – 5,392 RSUs and 55,556 options.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS I DIRECTORS
Thryv Holdings, Inc.182023 Proxy Statement
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TABLE OF CONTENTSProposal No. 2 Ratification
of Appointment of
Independent Registered
Public Accounting Firm

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our

On April 11, 2022, our audit committee has selecteddismissed Ernst & Young LLP as(“Ernst and Young”) our previous independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year endingyears ended December 31, 2021 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of Ernst & Young2013 through 2021. On April 14, 2022, our audit committee engaged Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 20212022. Our audit committee has engaged Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2023. Although we are not required to seek stockholder approval of this appointment, it has been our practice to do so.

The ratification of the selection of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2023 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that Ernst & Young LLPGrant Thornton is not ratified by our stockholders, the audit committee will review its future selection of Ernst & Young LLPGrant Thornton as our independent registered public accounting firm.

Ernst & Young LLP audited our financial statements for the fiscal year ended December 31, 2020.

Representatives of Ernst & Young LLPGrant Thornton are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions. Ernst & Young LLP has served as our independent registered public accounting firm since 2013.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

Independent Registered Public Accounting Firm Fees and Services

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Ernst & Young

VOTE

Our Board of Directors Recommends a Vote FORthe Ratification of the Appointment of Grant Thornton LLP will periodically rotateas Our Independent Registered Public Accounting Firm for the individuals who are responsible for our audit.Fiscal Year Ending December 31, 2023

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During the fiscal years ended December 31, 20192021 and 2020,2022, aggregate fees for services and related expenses provided by Ernst & Young LLP and Grant Thornton LLP, respectively, were as follows:

 
​​
FISCAL YEAR ENDED
DECEMBER 31, 2019
($ thousands)
​​
FISCAL YEAR ENDED
DECEMBER 31, 2020
($ thousands)
AUDIT FEES(1)
​​
$2,705
​​
$3,617
AUDIT-RELATED FEES(2)
​​
—
​​
164
TAX FEES(3)
​​
 
​​
—
ALL OTHER FEES(4)
​​
2
​​
2
TOTAL FEES
​​
$2,707
​​
$3,783

 

Fiscal Year Ended

December 31, 2021

($ in thousands)

Fiscal Year Ended

December 31, 2022

($ in thousands)

Audit Fees(1)7,4652,856
Audit-Related Fees(2)——
Tax Fees(3)57—
All Other Fees(4)36—
Total Fees7,5582,856
(1)
1.
“Audit fees” include fees billed for professional services rendered for the non-integratedintegrated audit of our annual consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, consents, and services that are normally provided by Ernst and Young LLP in connection with regulatory filings or requirements. Audit fees also include accounting consultations and research related to the non-integratedintegrated audit.
(2)
2.
“Audit-related fees” include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These include services related to the preparation for compliance with section 404 of the Sarbanes-Oxley Act of 2002 and accounting matters in connection with acquisitions.
(3)
3.
“Tax fees” include fees billed for tax compliance, consultation and planning services
services.
(4)
4.
“All other fees” includes fees billed for publications and online subscriptions.

Change in Independent Registered Public Accounting Firm

As noted above, on April 11, 2022, our audit committee dismissed Ernst & Young as our independent registered public accounting firm, and on April 14, 2022, our audit committee engaged Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2022.

The reports of Ernst and Young on our consolidated financial statements for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During our two most recent fiscal years and subsequent interim period through April 11, 2022, there were (1) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between us and Ernst and Young on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Ernst and Young would have caused Ernst and Young to make reference to the subject matter of the disagreements in their reports on our consolidated financial statements for such periods and (2) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

We provided a copy of the foregoing disclosures to Ernst and Young and requested that Ernst and Young furnish us with a letter addressed to the SEC stating whether or not it agreed with the statements made herein. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to a Form 8-K filed with the SEC on April 15, 2022.

During our two most recent fiscal years and subsequent interim period through April 14, 2022, neither the Company, nor anyone acting on its behalf, consulted Grant Thornton regarding either (1) the application of accounting principles to specified transactions, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our audit committee.

Thryv Holdings, Inc.212023 Proxy Statement
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021

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15

TABLE OF CONTENTSReport of the Audit Committee

REPORT OF THE AUDIT COMMITTEE

The purpose of our audit committee is to assist our board of directors with oversight of (i) the integrity of the Company’s financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications and independence, and (iv) the performance of the Company’s independent auditor and internal audit function. Our audit committee’s principal responsibility is one of oversight. Our management is responsible for determining that our financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal control over financial reporting. The independent auditor is responsible for auditing our financial statements and the effectiveness of our internal control over financial reporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

In the performance of its oversight function, our audit committee has:

reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2020 with management and Ernst & Young LLP;
discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence and has discussed with Ernst & Young LLP its independence.

●reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2022 with management and Grant Thornton LLP;
●discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
●received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence and has discussed with Grant Thornton LLP its independence.

Based on these reviews and discussions, we recommended to our board of directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, as filed with the SEC on March 25, 2021.

THE AUDIT COMMITTEE
February 23, 2023.

The Audit Committee

Amer Akhtar

John Slater,

Chair

Heather Zynczak

Thryv Holdings, Inc.222023 Proxy Statement
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TABLE OF CONTENTSExecutive Officers

EXECUTIVE OFFICERS

The names of our executive officers, their ages as of the date of this proxy statementProxy Statement and their positions are shown below.

NAME
Name		​Age​
AGE
​​
POSITION
Title
EXECUTIVE OFFICERS:
Joseph A. Walsh		​60​
​​
JOSEPH A. WALSH
​​
58
​​
Chairman and Chief Executive Officer President and Director
PAULPaul D. ROUSE
Rouse		​64​
62
​​
Chief Financial Officer, and Executive Vice President
and Treasurer
GORDON HENRY
Gordon Henry		​62​
60
​​
Chief Strategy Officer and Executive Vice President
JAMES MCCUSKER
James McCusker		​60​
58
​​
Chief Revenue Officer and Executive Vice President
JOHN WHOLEY
John Wholey		​58​
56
​​
Chief Operations & Information Officer and Executive Vice President
LESLEY BOLGER
Lesley Bolger		​44​
42
​​
VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers. The biographical information for our Chairman and Chief Executive Officer, Mr. Joseph A. Walsh, is provided above under “Continuing“Nominees to Our Board of Directors”.

Paul D. Rouse

Mr. Rouse ishas served as our Chief Financial Officer, Executive Vice President and Treasurer since November 2014. Mr. Rouse previously served as the Chief Financial Officer for Apple and Eve, LLC from March 2012 to October 2014. Prior to joining Apple and Eve, LLC, Mr. Rouse was the Vice President of Finance, Corporate and Business Development and Treasurer of Yellowbook, Inc. Mr. Rouse graduated from Long Island University with a Bachelor of Science degree in Accounting.

Gordon Henry

Mr. Henry ishas served as our Chief Strategy Officer and Executive Vice President since September 2019. Mr. Henry previously served as our Chief Marketing Officer and Executive Vice President from October 2014 to September 2019. Mr. Henry also previously served as Head of Mergers and Acquisition and Corporate Consulting for Walsh Partners from January 2014 to September 2014. Prior to his tenure at Walsh Partners, Mr. Henry served as Vice President and General Manager at Deluxe Corp. and Chief Marketing Officer for Yellowbook, Inc. Mr. Henry received his Bachelor of Arts from Yale University and his MBAmaster of business administration from the Wharton School at the University of Pennsylvania.

James McCusker

Mr. McCusker ishas served as our Chief Revenue Officer and Executive Vice President since September 2015. Mr. McCusker previously served as our Vice President of Expansion Channel Sales from May 2015 to September 2015. Before joining Thryv, Mr. McCusker was Chief Sales Officer at eLocal.com from October 2014 to May 2015 and President and Chief Sales Officer of hibu, Inc. (“hibu”), formerly Yellowbook, Inc., from April 2012 to March 2013. Mr. McCusker also previously served various roles at Yellowbook, Inc., including Chief of Sales and Vice President of Sales. Mr. McCusker received his bachelor’s degree in Business Administration from LaSalle University.

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John Wholey

Mr. Wholey ishas served as our Chief Operations & Information Officer and Executive Vice President since January 2015. Prior to that role, Mr. Wholey previously served as an advisor to the Company from November 2014 to January 2015. Mr. Wholey previously served as Vice President/Head of Contact Centers in the U.S. and U.K. for hibu and its predecessor, Yellowbook, Inc. from February 2000 to October 2014. Mr. Wholey received his bachelor’s degree in Industrial Engineering from Worcester Polytechnic Institute and his Master of Business Administration in Finance from Drexel University.

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Lesley Bolger

Ms. Bolger ishas served as our Chief Legal Officer & Human Resources and Executive Vice President, of Corporate Counsel, since March 2020,October 2021, and our Chief Compliance Officer and Secretary since June 2019. Ms. Bolger previously served as our Assistant Vice President of Corporate Counsel since June 2020, as our Assistant Vice President of Corporate Counsel from July 2019 to June 2020, as our Assistant General Counsel from July 2017 to June 2019 and as our Senior Counsel from December 2006 to July 2017. Ms. Bolger received her Bachelor of Arts degree in Finance, her Master of Business Administration and her Juris Doctorate from Texas Tech University.

Thryv Holdings, Inc.242023 Proxy Statement
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Table of Contents

TABLE OF CONTENTSSecurity Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth, as of April 13, 2021,17, 2023, certain information with respect to the beneficial ownership of our common stock for each of our executive officers, each of our directors, all of our directors and executive officers as a group and each person we know to be the beneficial owner of more than 5% of our common stock.

In

Beneficial ownership as reported in the following table has been determined in accordance with Rule 13d-3 under the rules ofExchange Act. Beneficial ownership information is based on the most recent Forms 3, 4 and 5 and Schedule 13D and 13G filings with the SEC beneficial ownership includes voting or investment power with respectand reports made directly to securitiesthe Company.

For purposes of this table, a person is deemed to have “beneficial ownership” of any shares when such person has the right to acquire them within 60 days after April 17, 2023. For options and includeswarrants, we report the shares of common stock issuable pursuant to options and warrants that are exercisable or settled within 60 days of April 13, 2021.17, 2023. For RSUs, we report shares equal to the number of RSUs that will vest within 60 days of April 17, 2023. Shares of common stock issuable pursuant to options and warrants that are exercisable within 60 days of April 17, 2023 and shares of common stock subject to RSUs that will vest within 60 days of April 17, 2023 are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities, but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the following table have sole voting and dispositive power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership for the following table is based on total34,821,268 shares of common stock outstanding as of April 13, 2021.

19
17, 2023.

TABLE OF CONTENTS

The business address of each beneficial owner is c/o Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261, unless otherwise indicated below.
Name of Beneficial Owner
​​
Number of
Shares
​​
Shares that
may be
Acquired
within
60 Days
​​
Number of Shares
Beneficially Owned
​​
Percentage of
Outstanding
Shares
5% Stockholders:
​​
 
​​
 
​​
 
​​
 
Affiliates of Mudrick(1)
​​
17,317,371
​​
20,242
​​
17,337,613
​​
52.3%
Affiliates of GoldenTree(2)
​​
4,486,646
​​
—
​​
4,486,646
​​
13.5%
Affiliates of Paulson(3)
​​
2,901,135
​​
—
​​
2,901,135
​​
8.8%
Yosemite Sellers Representative LLC (“Yosemite”)(4)
​​
1,804,715
​​
—
​​
1,804,715
​​
5.8%
Named Executive Officers and Directors:
​​
 
​​
 
​​
 
​​
 
Joseph A. Walsh(5)
​​
1,886,934
​​
92,593
​​
1,979,527
​​
6.0%
Paul D. Rouse(6)
​​
25,000
​​
137,521
​​
162,521
​​
*
Gordon Henry(7)
​​
—
​​
162,521
​​
162,521
​​
*
James McCusker(8)
​​
—
​​
162,521
​​
162,521
​​
*
John Wholey(9)
​​
100,000
​​
62,521
​​
162,521
​​
*
Jason Mudrick(10)
​​
17,317,371
​​
20,242
​​
17,337,613
​​
52.3%
Amer Akhtar
​​
—
​​
—
​​
—
​​
—
Bonnie Kintzer
​​
—
​​
—
​​
—
​​
—
Ryan O’Hara
​​
—
​​
—
​​
—
​​
—
John Slater
​​
—
​​
—
​​
—
​​
—
Lauren Vaccarello
​​
—
​​
—
​​
—
​​
—
Heather Zynczak
​​
—
​​
—
​​
—
​​
—
Directors and Executive Officers as a Group (13 persons)(11)
​​
19,329,405
​​
658,062
​​
19,987,467
​​
59.2%

Name of Beneficial OwnerNumber of
Shares
(#)		Shares that may be
  Acquired within 60 Days  
(#)		Number of Shares
  Beneficially Owned  
(#)		Percentage of
Outstanding Shares
(%)
5% Stockholders:    
FMR LLC(1)5,171,278—5,171,27814.9
BlackRock, Inc.(2)4,879,447—4,879,44714.0
The Vanguard Group(3)2,027,720 2,027,7205.8
Wasatch Advisors, Inc.(4)2,022,146—2,022,1465.8
Affiliates of Paulson(5)2,000,000—2,000,0005.7
Yosemite Sellers Representative LLC (“Yosemite”)(6)1,804,715—1,804,7155.2
Named Executive Officers and Directors:    
Joseph A. Walsh(7)1,967,519773,8412,741,3607.7
Paul D. Rouse(8)40,131205,595245,726*
*
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Name of Beneficial OwnerNumber of
Shares
(#)		Shares that may be
  Acquired within 60 Days  
(#)		Number of Shares
  Beneficially Owned  
(#)		Percentage of
Outstanding Shares
(%)
Gordon Henry(9)13,448228,845242,293*
James McCusker(10)19,717224,595244,312*
John Wholey(11)107,962136,595244,557*
Amer Akhtar(12)1,00027,77828,778*
Bonnie Kintzer(13)83727,77828,615*
Ryan O’Hara(14)1,25027,77829,028*
John Slater(15)—27,77827,778*
Lauren Vaccarello(15)—27,77827,778*
Heather Zynczak(16)84027,77828,618*
Directors and Executive Officers as a Group
(12 persons)(17)		2,160,0531,809,9863,970,03910.8
*Represents beneficial ownership of less than 1% of total shares of common stock outstanding.
(1)
Consists1.The business address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. Share ownership is based on Amendment No. 2 to Schedule 13G/A dated February 9, 2023, which indicates that Abigail P. Johnson has sole dispositive power over 5,171,278 shares of 1,576,873common stock.
2.The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Share ownership is based on Amendment No. 2 to Schedule 13G/A dated January 23, 2023.
3.The business address for The Vanguard Group (“Vanguard”) is 100 Vanguard Blvd., Malvern, PA 19355. Share ownership is based upon Schedule 13G dated February 9, 2023, which indicates that Vanguard has sole voting power over 0 shares of common stock, shared voting power over 39,033 shares of common stock, sole dispositive power over 1,966,100 shares of common stock, and 2,195 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Blackwell Partners LLC Series A, 2,078,864shared dispositive power over 61,620 shares of common stock and 2,504 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Boston Patriot Batterymarch St. LLC, 976,871 shares of common stock held of record by Mercer QIF Fund PLC, 1,825,561 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 1,818,330 shares of common stock and 1,150 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Drawdown Fund, L.P., 4,032,551 shares of common stock and 8,836 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Fund Global, L.P., 426,126 shares of common stock and 762 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Specialty Fund, L.P., 393,159 shares of common stock and 4,795 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by P. Mudrick LTD, 582,593 shares of common stock held of record by Trustees of Grinnell College, 128,825 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 3,477,258 shares of common stock held of record by Verto Direct Opportunity II, L.P. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
(2)
Based on the Form 4 dated February 19, 2021, GoldenTree Asset Management LP (“GTAM LP”) and GoldenTree Asset Management LLC (“GTAM LLC”) sold 5,300 shares on February 17, 2021 and currently hold 4,486,646 shares of the Company. The shares are beneficially owned by certain funds and accounts (the “GTAM Funds”) that are managed by GTAM LP. GTAM LLC is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the shares and make voting and investment decisions relating to such shares via an investment management agreement with the relevant GTAM Funds. GTAM LP is not the beneficial owner of the shares. 4.
The business address for each of the funds explicitly named in this footnoteWasatch Advisors, Inc. is 300 Park Avenue, 21st Floor, New York, NY 10022.505 Wakara Way, Salt Lake City, UT 84108. Share ownership is based upon Amendment No. 1 to Schedule 13G/A dated February 8, 2023.
(3)
5.Consists of 2,901,1352,000,000 shares of common stock held of record by funds affiliated with Paulson & Co. Inc. (“Paulson”). Paulson manages the funds. In its role as manager, Paulson possesses voting and investment power over the securities that are owned by the funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the funds. The address of each of the entities and individuals explicitly named in this footnote is c/o Paulson & Co. Inc., 1133 Avenue of the Americas, New York, NY 10036. Share ownership is based on information available as of the date of the Company’s final prospectus dated September 23, 2020, filed with the SEC on OctoberAmendment No. 1 2020 in connection with our direct listing (the “Prospectus”) as well as a Form 4to Schedule 13G/A dated February 18, 2021.14, 2023.
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(4)
6.Mr. Stephen A. Feinberg indirectly controls Yosemite. Mr. Feinberg disclaims any beneficial ownership of the shares held by Yosemite, except to the extent of his pecuniary interest therein. Pursuant to a Pledge Agreement, dated as of June 30, 2017 (the “Indemnification Agreement”), Yosemite has granted a pledge over the shares to secure payment of certain taxes relating to UTPsuncertain tax positions for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares. The address of the entity explicitly named in this footnote is c/o Cerberus Capital Management L.P, ATTN:Attn: Office of the General Counsel, 875 Third Ave., 11th Floor, New York, NY 10022. Share ownership is based on information available as of the date of the Prospectus.Record Date.
(5)
7.Consists of 1,625,206 shares held by a trust over which Mr. Walsh has sole voting power, 261,728342,313 shares owned directly by Mr. Walsh, and 92,593771,605 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.17, 2023 and 2,236 RSUs that will vest within 60 days of April 17, 2023.
(6)
8.Consists of 25,00040,131 shares owned directly by Mr. Rouse and 137,521205,595 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.17, 2023.
(7)
9.Consists of 162,52113,448 shares owned directly by Mr. Henry and 228,845 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.17, 2023.
(8)
10.Consists of 162,52119,717 shares owned directly by Mr. McCusker and 224,595 issuable pursuant to options that are exercisable within 60 days of April 17, 2023.
11.Consists of 107,962 shares owned directly by Mr. Wholey and 136,595 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.17, 2023.
(9)
12.Consists of 100,001,000 shares owned directly by Mr. Akhtar and 62,52127,778 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.17, 2023.
(10)
13.Consists of 20,242837 shares owned directly by Ms. Kintzer and 27,778 shares issuable pursuant to options that are exercisable within 60 days of April 12, 2021, and 17,317,371shares held of record by the affiliates of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock held by the affiliates of Mudrick Capital. The total shares represented for Mr. Mudrick includes 17,317,371shares of common stock held by the affiliates of Mudrick Capital.17, 2023.
(11)
Includes ownership14.Consists of 1001,250 shares owned directly by Mr. O’Hara and 20,24327,778 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 for17, 2023.
15.Consists of 27,778 shares issuable pursuant to options that are exercisable within 60 days of April 17, 2023.
16.Consists of 840 shares owned by Ms. Zynczak and 27,778 shares issuable pursuant to options that are exercisable within 60 days of April 17, 2023.
17.Includes ownership of 7,349 shares owned directly by executive officer Lesley Bolger, VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary.Secretary and 81,196 shares issuable pursuant to options that are exercisable within 60 days of April 17, 2023.
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21

TABLE OF CONTENTSCertain Relationships and Related Party Transactions

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Set forth below is a description of certain relationships and related person transactions between us or our subsidiaries and our directors, executive officers or holders of more than 5% of our voting securities.

Amended and Restated Stockholders’ Agreement

The Company entered into an amended and restated stockholders agreement with certain entities affiliated with Mudrick Capital Management, L.P., GoldenTree Asset Management LP and Paulson & Co. Inc. (each, together with its controlled affiliates that own Company securities, a “Nominating Stockholder Group”) and certain entities affiliated with Cerberus Capital Management L.P. (Cerberus and its controlled affiliates that own Company securities, together with the Nominating Stockholder Groups, each a “Stockholder Group”, and together the “Stockholder Groups”), for the purpose of providing for certain rights and obligations of the Company and each of the stockholders party thereto upon and after the consummation of our direct listing which occurred on October 1, 2020. Pursuant to the terms of the amended and restated stockholders’ agreement, each Nominating Stockholder Group, for so long as it and its affiliates together hold at least 10% of the number of shares of our common stock outstanding, has the right to nominate one director for every 10% of the outstanding 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 pay certain expenses of these electing holders relating to such registrations.

Stock Repurchases
On June 9, 2020, we repurchased 257,636 shares from affiliates

Currently, the nomination rights of GrosvenorMudrick Capital, Management, L.P., a holder of more than 5% of our voting securities priorPaulson and GoldenTree have expired. Additional information regarding nomination rights is set forth above under “Nomination Process and Director Qualifications—Nomination to the repurchase, atBoard of Directors.”

Employment of Certain Related Parties

Jack Walsh, the son of Joseph A. Walsh, our Chairman and Chief Executive Officer, was employed as a purchase priceSoftware Sales Consultant during the year ended December 31, 2022. Mr. Jack Walsh earned total compensation of approximately $10.56 per share of common stock, for an aggregate price of approximately $2,719,859.

$140,000 in 2022.

Review, Approval or Ratification of Transactions with Related Parties

We maintain a written policy relating to the approval of related person transactions. Pursuant to our policy, a “related person transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any related person has or will have a direct or indirect interest. Our audit committee will review and approve or ratify all related person transactions between us and (i) our directors, director nominees or executive officers, (ii) any 5% record or beneficial owner of our voting securities, or (iii) any immediate family member of any person specified in (i) or (ii) above. The audit committee will review all related person transactions and, where the audit committee determines that such transactions are in our best interests, approve such transactions in advance of such transaction being given effect.

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In the course of its review and approval or ratification of a related party transaction, the audit committee will, in its judgment, consider in light of the relevant facts and circumstances whether the transaction is, or is not inconsistent with, our best interests, including consideration of various factors enumerated in the policy.

Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. However, such member of the audit committee will provide all material information concerning the transaction to the audit committee. Our policy also includes certain exceptions for transactions that need not be reported and provides the audit committee with the discretion to pre-approve certain transactions.

Thryv Holdings, Inc.282023 Proxy Statement
22

Table of Contents

TABLE OF CONTENTSExecutive Compensation

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation program for our Principal Executive Officer, our Principal Financial Officer, and the next three most highly-compensated executive officers (other than our Principal Executive Officer and Principal Financial Officer) who were serving in such capacity as of December 31, 2020, and one additional executive officer who would have been among the three most highly-compensated executive officers but for the fact she was not employed at the end of 2020,2022, or our “named executive officers” or “NEOs”. Our named executive officers for fiscal 2020year 2022 were:

Joseph A. Walsh, who serves as President and Chief Executive Officer;
Paul D. Rouse, who serves as Chief Financial Officer, Executive Vice President and Treasurer;
Gordon Henry, who serves as Chief Strategy Officer and Executive Vice President;
James McCusker, who serves as Chief Revenue Officer and Executive Vice President;
John Wholey, who serves as Chief Operations & Information Officer and Executive Vice President; and
Debra Ryan, who served as Chief Human Resources Officer until her separation from the Company on July 24, 2020.

●Joseph A. Walsh, who serves as Chairman and Chief Executive Officer;
●Paul D. Rouse, who serves as Chief Financial Officer, Executive Vice President and Treasurer;
●Gordon Henry, who serves as Chief Strategy Officer and Executive Vice President;
●James McCusker, who serves as Chief Revenue Officer and Executive Vice President; and
●John Wholey, who serves as Chief Operations & Information Officer and Executive Vice President.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal 2020.year 2022. It also provides an overview of our executive compensation philosophy, core principles, and objectives. Finally, it analyzes how and why the compensation committee of our board of directors arrived at the specific compensation determinations for our named executive officers for fiscal 2020,year 2022, including the key factors that the compensation committee considered in deciding their compensation.

Compensation Philosophy and Compensation Program Objectives

Our goal for our executive compensation program is to attract, motivate, retain and retainreward a talented, entrepreneurial, and creative team of executives who will provide leadership for our success in dynamic and competitive markets. Our compensation philosophy is to providerooted in pay-for-performance and supports a balanced compensation program that rewards employees for the achievement of our financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentivesincentive payouts based on company and individual performance.

For fiscal year 2020,2022, our executive compensation programs focused on both top-line and bottom-line performance, all while working on transforming our business and positioning the Company to be the leading provider of SaaS marketing solutions and cloud-based tools for SMBs.

For 2020,fiscal year 2022, our compensation committee approved a compensation design and target compensation opportunities, comprising a mix of fixed and variable cash compensation, including base salaries, a short-term cash incentive plan, with an overachievement cash incentive plan and a long-term incentive plan. Our annual incentive design included metrics tied to our financial growth plan. In light of historically significant stock option awards grantedgrowth. Lyons Benenson & Company Inc. (“Lyons Benenson”), the compensation committee’s independent compensation consultant, provided guidance to our NEOs under our 2016 Stock Incentive Plan, the compensation committee determined not award any long-term incentives in fiscal year 2020 to any of our NEOsconcerning the Company’s compensation design and is currently evaluating its approach to long-term incentive compensationtarget opportunities for fiscal year 2021. These programs2022. The elements of the 2022 compensation program are described in more detail below.

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Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation to be paid toopportunities for each of our NEOs based on a number of factors:

the performance of our NEOs in prior years;
the roles and responsibilities of our NEOs;
the individual experience and skills of our NEOs;
for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
the amounts of compensation being paid to our other NEOs.
23

●the performance of our NEOs in prior years;
●the roles and responsibilities of our NEOs;
●the individual experience and skills of our NEOs;
●for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
●the amounts of compensation being paid to our other NEOs;
●internal equity.

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What We Pay and Why: Elements of Compensation

Our executive compensation program is designed to be competitive with companies both within and outside our industry so that we can attract and retain talented management employees.top talent. We design our compensation plans to be transparent to our executive officers and to stockholders, and to evidence and support positivebest practice governance principles. However, it should be noted that we have designed our compensation programs to complement each other and collectively serve all of our executive compensation objectives. Accordingly, whether or not specifically mentioned below, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent.

The following table sets forth the primary elements of our executive compensation program for fiscal year 2020,2022, including a description of how each element fits into the overall compensation of our NEOs. These compensation elements are described in more detail under “Components of Our NEO Compensation Program”:

​​
What it Does-How it
Works
​​
20202022 Plan Metrics-
Weighting
Metrics-Weighting
Base Salary
​​
•
​​
Basic element

●Fixed annual cash amount that provides a regular source of income at competitive pay.

​​
Not applicable.
​​
​​
​​
​​
​​
•
​​
levels.

●Influences annual target incentive value (base salary × target annual incentive %).

​​
​​
Not applicable.
​​
​​
​​
​​
Short-Term
Incentive Plan: Cash
​​
•
​​

●Performance-based compensation element with a variable payout potential based on corporate and individual performance.

​​
•
​​
EBITDA-50%
​
•
​​
Free Cash Flow-25%
​
•
​​
Individual Performance-25%
​​
​​
​​
​​
​​
•
​​

●Intended to motivate and reward executive officers for the achievement of annual (short-term) business objectives.

​​
​​

●EBITDA-25%

●Free Cash Flow-25%

●SaaS Net Revenues-25%

●Individual Performance-25%

​​
​​
​​
​​
Over Performance
Plan: Cash
​​
•
​​

●Incremental cash incentive plan designed as an overachievement program to our Short-Term Incentive Plan.

​​
•
​​
EBITDA-50%
​
•
​​
Free Cash Flow-50%
​​
​​
​​
​​
​​
•
​​
Only begins to pay once maximum goal is achieved under the Short-Term Incentive Plan.

●Performance-based compensation element with variable payout potential based on company financial performance.

​​
​​
​​
​​
​​
​​
​​
•
​​

●Intended to motivate and reward executive officers for the overachievement of annual business objectives.

​

●EBITDA-25%

●Free Cash Flow-25%

●SaaS Net Revenues-50%

Thryv Holdings, Inc.​30
​​
​​
​​
​​
​​
Long-Term Equity Incentive Compensation
​​
•
​​
Historically, we have granted options to acquire shares of our common stock that vest over a 3-year period. While no new options were granted to our NEOs in 2020, we repriced certain of our outstanding options in 2020 (see “–Components of Our NEO Compensation Program – Long-Term Equity Incentive Compensation – Option Repricing” below).
​​
Not applicable.
​​
​​
​​
​​
​​
•
​​
We adopted an Employee Stock Purchase Plan in 2020 that, beginning in 2021, permits all eligible employees to
​​
Not applicable.
2023 Proxy Statement
24

TABLE OF CONTENTSTable of Contents

​​
What it Does-How it
Works
​​
20202022 Plan Metrics-
Weighting
Metrics-Weighting
Long-Term Equity
Incentive Compensation		​​
​​
elect up to

●Equity awards consisting of time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”) awarded under the 2020 Stock Plan. The RSUs vest ratably, annually on each of the first three anniversaries of grant, and the PSUs cliff-vest at the conclusion of a 15% discount on the fair market value of shares in the Company,three-year performance period, subject to a reasonable cap.

​​
​​
​​
​​
​​
​​
•
​​
the achievement of pre-established performance goals.

●Designed to retain executives and align their interests with those of the Company’s stockholders.

​​
●      Relative TSR-30% ●      Absolute TSR-30%
●      SaaS Revenue CAGR-40%
Employee Stock Purchase Plan		​●We have an employee stock purchase plan that permits all eligible employees to elect to contribute up to 15% of their eligible compensation (up to the IRS maximum) to purchase Company shares at a 15% discount of the fair market value of shares in the Company.​
​​
​​
​​
Not applicable.
Executive Physical
​​
•
​​
●Executive officers receive annual reimbursement for a comprehensive medical examination up to $3,000 for EVP and the actual cost of the executive physical for the Chief Executive Officer.
​​
Not applicable.
​​
​​
​​
​​
Retirement Benefits
​​
•
​​
●A 401(k) retirement savings plan enables all employees, including executive officers, to contribute a portion of their compensation with a company matching contribution (which was temporarily suspended on May 7, 2020).
contribution.		​​
Not applicable.
​​
​​
​​
​​
Employment and
Severance Benefits
​​
•
​​

●CEO Employment Agreement provides for salary, incentive opportunities and severance benefits.

​​
Not applicable.
​​
​​
​​
​​
​​
•
​​

●Thryv, Inc. Severance Plan-Executive Vice Presidents and Above (“EVP Severance Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment.

​​
​​
​​
​​
​​
Stipend Allowance
​​
•
​​
A stipend allowance to cover cell phone expenses was paid bi-weekly at $25 per pay period; this practice ended in October 2020 when the Company moved to a remote work environment.
​​
Not applicable.

Executive Compensation Process-Compensation Committee

Our compensation committee 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 executive officers, including our Chief Executive Officer.

Our compensation committee regularly reviews our cash and equity-based incentive compensation plans and either approves them or recommends amendments to our incentive compensation and equity-based compensation plans.them as may be appropriate or warranted from time to time. Our compensation committee oversees the administration of the incentive compensationcash and equity-based incentive compensation plans to ensure consistencythat they are supportive of and consistent with our compensation committee’s compensationphilosophy, policies, objectives, and programs with respect to plan participation, including, but not limited to, approving general size of overall awards, designating eligible participants, approving awards, appointing plan administrators and reviewing thetheir performance, of plan administrators, and imposing any limitations, restrictions and conditions upon awards. Our compensation committee also reviews our performance results in relation to any performance-based awards such as thosethat may be payable under our short-term

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incentive and over performance plan andcash plans, as well as our long-term incentive plans,plan, prior to any payout to ensure that performance under the plan is sufficient to merit an award, and payments are made in accordance with the plan terms.

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Our compensation committee works with management to make pay determinations and to ensure that our programs are competitive and meet our compensation objectives.

Our compensation committee is authorized to retain, in its discretion, the services of one or more executive compensation advisors to assist with the establishment and review of our compensation programs and related policies. Historically,Since October 2021, the compensation committee has directly engaged Lyons Benenson as its compensation consultant to assist the compensation committee on the full range of executive and director compensation matters that occur in the ordinary course of business. As part of this engagement, Lyons Benenson has reviewed our compensation philosophy, strategy and program and provided on-going advice and counsel to the compensation committee on the status of the compensation program and any opportunities for improvement that might exist therein.

Compensation Peer Group for Fiscal Year 2022

Our executive compensation program is designed to reward achievement of goals and to attract, retain and motivate our leaders in a competitive talent market. The compensation committee examines the executive compensation of a group of peer companies (our “Compensation Peer Group”) to stay current with market pay practices and trends, and to understand the competitiveness of our total compensation and its various elements. The compensation committee reviews at least annually the Compensation Peer Group to confirm that it includes companies that are comparable to Thryv on the basis of industry focus, scope of operations, size (based on revenues) and the competitive marketplace for talent. We use this data solely for informational purposes and do not target a specific percentile or make significant pay decisions based on market data alone. Although we believe this information can be helpful, we recognize that benchmarking is not always reliable and is subject to significant change from one year to the next—particularly for companies in the technology and SaaS industries. As a result, we use both Company and individual performance as primary drivers of pay levels, as opposed to market data.

The compensation committee decided upon the following 19 companies as our Compensation Peer Group for fiscal year 2022 after consultation with Lyons Benenson and primarily based upon criteria such as business alignment, industry relevance and competition for executive talent. We believe this peer group composition is appropriate in light of the importance we ascribe to providing competitive pay opportunities sufficient to attract and retain the talented executives needed to lead the Company. Prior to fiscal year 2022, our compensation committee hasdid 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 or formally benchmarked total executive compensation or individual compensation elements againstutilize a peer group. Instead, we based compensation levels on the collective experience of the members of our board of directors, compensation committee and our Chief Executive Officer, their business judgment and their experiences in recruiting and retaining executives.

Compensation Peer Group.

CriteoAlteryx, Inc.Anaplan, Inc.Avalara, Inc.Clear Channel Outdoor Holdings, Inc.
Digital Turbine, Inc.Five9, Inc.HubSpot, Inc.MicroStrategy IncorporatedPaycom Software, Inc.
Paylocity Holding CorporationPegasystems Inc.Perion Network Ltd.Stagwell Inc.Verint Systems Inc.
Workiva Inc.Yelp Inc.Yext, Inc.Zendesk, Inc.

Components of Our NEO Compensation Program

We believe that a substantial portion of our executive compensation should be based on Company performance. We also believe it is essential for our executives to have a meaningful equity stake linked to our long-term performance; therefore, we created compensation packagesopportunities that aimed to foster this culture. As such, other than base salary, compensation of our NEOs has largely been comprised of short-term incentive payopportunities linked to our financial performance and individual contributions and long-term equity incentive compensation. Other factors we have historically considered in evaluating executive compensation included internal pay equity, external market and competitive information, assessment of individual performance, level of responsibility, and the overall expense of the program.

Thryv Holdings, Inc.322023 Proxy Statement

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Base Salary

Base salary has represented the fixed component of our executive officers’ compensation. As mentioned above, our compensation committee is responsible for reviewing and making individual executive officers’ compensation determinations. In consultation with our management, our compensation committee evaluates the performance of executive officers in light of agreed upon measures and determines and approves, or recommends to our board of directors for approval, executive officers’ compensation, including annual base salary levels, but does not automatically increase these levels each year. We believe that base salary increases at the executive officer level are generally warranted when (i) the employee has had a significant increase in job responsibilities, (ii) the employee’s base salary is not viewed as externally competitive or internally equitable or (iii) individual performance and career growth support an increase to base salary.

Our compensation committee reviewed 2020 base salaries2021 performance for our NEOs and approved a 3%1.84% merit increase for our current executive committee members; however, due to the impacts from the COVID-19 Pandemic, base salary increases were frozen to all employees including our NEOs. Base salary increases were subsequently reinstatedMessrs. Henry and McCusker and a 4.94% merit increase for 2021.Mr. Wholey, effective in March 2022. Neither Mr. Walsh nor Mr. Rouse received a merit increase in 2022. The 20202022 base salaries for our NEOs were as follows:

Named Executive Officers
​​
20202022 Base
Salary

($)
Joseph A. Walsh
​​
$1,030,000
1,060,900
Paul D. Rouse
​​
$506,479
521,673
Gordon Henry
​​
$405,183
425,000
James McCusker
​​
$405,183
425,000
John Wholey
​​
$382,673
Debra Ryan(1)
​​
$373,670
425,000
(1)
Debra Ryan, served as the Company’s Chief Human Resources Officer until her separation from the Company on July 24, 2020,

Short-Term Incentive Plan - Cash Incentive

We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Short-Term Incentive Plan (our “STI”), which covers fiscal year 2020.. Payouts under our STI are determined annually by our compensation committee based on each NEO’s target incentive and performance against pre-determined performance measures.

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Our compensation committee follows the same benchmarking and decision-making process with respect to STI awardsopportunities and payouts as it does with base salary. Our compensation committee may reassess our target annual incentive for each NEO from time to time.

Our compensation committee approved the target annual incentive, performance levels and payout parameters for the STI for fiscal year 20202022 in March 2020. The compensation committee approved amended financial metrics increasing the FCF threshold from $195 million to $202 million in May 2020 due to changes in certain assumptions around market interest rates that the compensation committee deemed appropriate. The target annual incentive for 2020 is a percentage of each individual’s base salary as of December 31, 2020, subject to proration based on changes in position or salary. In fiscal year 2020, the STI target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows:

2022.

Named Executive Officers
​​
Target Annual

Incentive
(STI)

(%)
Joseph A. Walsh
​​
100%
100
Paul D. Rouse
​​
70%
70
Gordon Henry
​​
70%
70
James McCusker
​​
70%
70
John Wholey
​​
70%
Debra Ryan(1)
​​
60%
70
(1)
Per the EVP Severance Plan, Ms. Ryan was entitled to a prorated 2020 STI award based on the number of days employed in 2020 calculated using actual company performance and individual performance at target Short-Term Incentive Plan Metrics and Performance for Fiscal Year 2020.

There were three financial performance metrics and one individual metric in our STI for fiscal year 2020.2022. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan. Each of the financial performance metrics and goals reflected the board approved budget from December 7, 2021, which was further refined on March 9, 2022. These goals represent the budget guiding principles and financial projections of the Company for fiscal year 2022.

Thryv Holdings, Inc.332023 Proxy Statement

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1.
1.
EBITDA (50%(25%).This performance metric supports our focus on improving revenue trends and reflects the public budget released on December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020.maintaining margin trends. EBITDA is a non-GAAP financial metric, defined as earnings before interest, tax, depreciation and amortization.
2.
2.
Free Cash Flow (“FCF”) (25%).This performance metric supports our goal of generating value for our shareholders. Free Cash Flow has been adjusted to reflect the public budget release of December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020.stockholders. FCF is a non-GAAP financial metric, defined as net cash provided by operating activities as reduced byless capital expenditures. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
3.
3.
Reported SaaS Net Revenue (25%). This performance metric supports our goal of transitioning to a SaaS business.
4.Individual Performance (25%).This performance metric supports our goal of pay for performance. Individual annual goals (which are designed to propel Company performance and objectives) are determined by our Chief Executive Officer for all NEOs other than the Chief Executive Officer, while thehimself. The Chief Executive Officer’s individual annual goals are determined by the compensation committee. The attainment of each NEO’s annual goals is based on an individual performance assessment by our Chief Executive Officer (for all NEOs other than himself) and ratified by the compensation committee (for all NEOs other thancommittee; the attainment of our Chief Executive Officer, andOfficer’s individual goals is based on an individual performance assessment by our compensation committee for our Chief Executive Officer).committee. In fiscal year 2020,2022, the Company established a minimum EBITDA threshold (or gate) of $375$265 million for thisany payouts under the individual performance metric. This means thatmetric to be funded. That is, if EBITDA for fiscal year 20202022 was below $375$265 million, no incentive awardpayouts would be earned for the Individual Performanceindividual performance metric (i.e.and the 25% of the STI payout opportunityattributable to individual performance would not be funded).forfeited regardless of individual performance achievement.
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The below table reflects in detail the respective payouts perfunding formulas applicable to our performance level for the EBITDA, Reported SaaS Net Revenue and FCF performance (collectively, the “Company Performance”) metrics under our STI for fiscal year 2020.2022.

EBITDA
(in millions)
($)		 EBITDA
Component
Payout
(%)		FCF
(in millions)
($)		FCF Component
Payout
(%)		Reported SaaS
Net Revenue
(in millions)
($)		SaaS
Net Revenue
Component
Payout
(%)
286.80 10Threshold70.8010201.2010
287.80 20 71.8020202.2015
288.80 30 72.8030203.2023
289.80 40 73.8040204.2030
290.80 50 74.8050205.2038
291.80 60 75.8060206.2045
292.80 70 76.8070207.2053
293.80 80 77.8080208.2060
294.80 90 78.8090209.2068
295.80 100Target79.80100210.20100
297.30 105 80.80105211.20105
298.80 110 81.80110212.20110
300.30 115 82.80115213.20115
301.80 120 83.80120214.20120
303.30 125Maximum84.80125215.20125

Thryv Holdings, Inc.342023 Proxy Statement
EBITDA
(in millions)
​​
% of EBITDA
Component
Payout
​​
 
​​
FCF
(in millions)
​​
% of FCF
Component
Payout
$391.00
​​
10%
​​
Threshold
​​
$188.00
​​
10%
$392.00
​​
20%
​​
 
​​
$189.00
​​
20%
$393.00
​​
30%
​​
 
​​
$190.00
​​
30%
$394.00
​​
40%
​​
 
​​
$191.00
​​
40%
$395.00
​​
50%
​​
 
​​
$192.00
​​
50%
$396.00
​​
60%
​​
 
​​
$193.00
​​
60%
$397.00
​​
70%
​​
 
​​
$194.00
​​
70%
$398.00
​​
80%
​​
 
​​
$195.00
​​
80%
$399.00
​​
90%
​​
 
​​
$196.00
​​
90%
$400.00
​​
100%
​​
Target
​​
$197.00
​​
100%
$401.50
​​
105%
​​
 
​​
$198.00
​​
105%
$403.00
​​
110%
​​
 
​​
$199.00
​​
110%
$404.50
​​
115%
​​
 
​​
$200.00
​​
115%
$406.00
​​
120%
​​
 
​​
$201.00
​​
120%
$407.50
​​
125%
​​
Maximum
​​
$202.00
​​
125%

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On March 8, 2021,February 17, 2023, our compensation committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2020.2022. The compensation committee determined that for fiscal year 2020,2022, EBITDA achieved $411.44$333.34 million, FCF achieved $119.34 million and FCFReported SaaS Net Revenue achieved $231.82$216.35 million resulting in the maximumtotal weighted average payout of 125.0% for both EBITDA, FCF and FCFReported SaaS Net Revenue for the Company Performance component (accounting for 75% of the total award) and that the Individual Performanceindividual performance component (accounting for 25% of the total award) for all NEOs was at target (100%). A few of the 2022 individual goals included growing SaaS revenue, SaaS engagement and new channel sales. The resulting incentive payments for 20202022 STI to NEOs are detailed in the table below:

Named Executive Officers
​​
20202022 STI

($)
Joseph A. Walsh
​​
$1,223,125
1,259,819
Paul D. Rouse
​​
$421,011
433,641
Gordon Henry
​​
$336,808
353,281
James McCusker
​​
$336,808
353,281
John Wholey
​​
$318,097
Debra Ryan(1)
​​
$149,532
353,281
(1)
Pursuant to the terms of the EVP Severance Plan, represents a prorated 2020 STI award based on the number of days Ms. Ryan was employed in 2020 through her separation on July 24, 2020, calculated using actual Company performance and individual performance at target, and paid at the same time as the Company pays 2020 incentive awards to its other executives.

Over Performance Plan-Cash Incentive

We provide our NEOs with the opportunity to earn additional annual, performance-based cash compensation under our Over Performance Plan (our “OPP”). The OPP is intended to motivate and reward executive officers for the overachievement of annual business objectives. Payouts under our OPP are determined annually by our compensation committee based on each NEO’s overachievement of target incentive and performance against pre-determined Company financial performance measures. Our compensation committee may reassess our target annualOPP incentive for each NEO from time to time.

Our compensation committee approved the target annual incentives, performance levels and payout parameters for our OPP for fiscal year 20202022 in March 2020. The compensation committee approved amended financial metrics increasing the FCF threshold from $195 million to $202 million in May 2020 due to changes in certain assumptions around market interest rates that the compensation committee deemed appropriate.2022. The OPP target annual incentive is expressed as a percentage of each individual’s base salary.

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In fiscal year 2020,2022, the OPP target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows (except for Ms. Ryan, who was ineligible to earn an incentive payment under the OPP due to her separation from the Company in 2020:
follows:

Named Executive Officers
​​
Target Annual

Incentive
(OPP)

(%)
Joseph A. Walsh
​​
100%
100
Paul D. Rouse
​​
70%
70
Gordon Henry
​​
70%
70
James McCusker
​​
70%
70
John Wholey
​​
70%
Debra Ryan
​​
N/A
70

Over Performance Plan Metrics and Performance for Fiscal Year 2020

2022

There were twothree financial performance metrics, each equally weighted, in our OPP for fiscal year 2020.2022. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan. Each of the financial performance metrics under the OPP are defined as they are under our STI, and the goals under the OPP also reflected the board approved budget from December 7, 2021, which was further refined on March 9, 2022. These goals represent the budget guiding principles and financial projections of the Company for fiscal year 2022.

Thryv Holdings, Inc.352023 Proxy Statement

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1.
1.
EBITDA (50%(25%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. EBITDA is adjusted for certain investments in growth opportunities.
2.
FCF (50%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. 2.
Free Cash Flow has been adjusted to reflect the public budget release of December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.(25%)
3.Reported SaaS Net Revenue (50%)

Our OPP plan only pays out if we have achieved greater than maximum performance under the STI plan; in fact, threshold level of performance for each metric under the OPP is equal to or greater than the maximum performance achievement levels under our STI Plan. The below table reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2020.

EBITDA
(in millions)
​​
% of
EBITDA
Component
Payout
​​
 
​​
Adjusted
FCF
(in
millions)
​​
% of
Adjusted FCF
Component
Payout
$407.50
​​
 
​​
Threshold
​​
$202.00
​​
 
$409.50
​​
11%
​​
 
​​
$204.00
​​
11%
$413.50
​​
33%
​​
 
​​
$208.00
​​
33%
$417.50
​​
56%
​​
 
​​
$212.00
​​
56%
$421.50
​​
78%
​​
 
​​
$216.00
​​
78%
$423.50
​​
89%
​​
 
​​
$218.00
​​
89%
$425.50
​​
100%
​​
 
​​
$220.00
​​
100%
$429.50
​​
122%
​​
 
​​
$224.00
​​
122%
$433.50
​​
144%
​​
 
​​
$228.00
​​
144%
$437.50
​​
167%
​​
No Cap
​​
$232.00
​​
167%
29
2022.

EBITDA
(in millions)
($)		 EBITDA
Component
Payout
(%)		FCF
(in millions)
($)		FCF
Component Payout
(%)		Reported SaaS
Net Revenue
(in millions)
($)		  SaaS
Net Revenue  
Component
Payout
(%)
303.30  Threshold84.80 215.20 
304.80 10 86.3010217.2010
306.30 20 87.8020219.2020
310.80 50 92.3050225.2050
315.30 80 96.8080231.2080
319.80 110 101.30110237.20110
325.80 150 107.30150245.20150
330.30 180 111.80180251.20180
331.80 190 113.30190253.20190
333.30 200 114.80200255.20200
334.80 210 116.30210257.20210
336.30 220 117.80220259.20220
337.80 230 119.30230261.20230
339.30 240No Cap120.80240263.20240

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On March 8, 2021,February 17, 2023, our compensation committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2020.2022. The compensation committee determined that for fiscal year 2020,2022, EBITDA achieved $411.44$333.34 million or 21.90%200% payout incentive, FCF achieved $119.34 million or 230% payout incentive and FCFReported SaaS Net Revenue achieved $231.82$216.35 million or 165.7%7.5% of payout incentive, resulting in an overall achievementa total average weighted payout of 93.8%111.5%. There is not an Individual Performanceindividual performance component for the OPP. The resulting incentive payments for 20202022 OPP to NEOs are detailed in the table below:

Named Executive Officers
​​
20202022 OPP
Paid on
March 26,
2021

($)
Joseph A. Walsh
​​
$966,140
1,182,904
Paul D. Rouse
​​
$332,554
407,166
Gordon Henry
​​
$266,043
331,713
James McCusker
​​
$266,043
331,713
John Wholey
​​
$251,263
Debra Ryan
​​
N/A
331,713
Thryv Holdings, Inc.362023 Proxy Statement

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Long-Term Equity Incentive Compensation

We have historically provided our executive officers with the opportunity to earn long-term equity incentive compensation in the form of non-qualified stock options under our 2016 Stock Incentive Plan (“2016 Plan”). On September 3, 2020, our board of directors approved our 2020 Incentive Award Plan ( “2020(“2020 Plan”), which became effective on September 23, 2020, and under which we may award long-term equity incentive grants. Following the effectiveness of our 2020 Plan, no future grants can be awarded under our 2016 Plan; however, all outstanding awards under the 2016 Plan remain outstanding in accordance with the terms of the applicable award agreements and our 2016 Plan. In addition, any shares of common stock that are forfeited or lapse unexercised under the 2016 Plan are added to the pool for issuance under the 2020 Plan.

The purpose of long-term equity awards is to reward executive officers for performance over a longer time period and to provide incentives for themour executives to achieve our long-term financial and operational goals. Our 2016 Plangoals and ourto reward them for sustained improvements in performance over the long term. The 2020 Plan areis intended to advance the best interests of us,the Company, our affiliates and our stockholders by providing those persons who have substantial responsibility for the management and growth of usThryv and our affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interestequity ownership in the Company, thereby encouraging them to continue their employment withstrengthening the Company. Our 2016 Planalignment between the interests of our executives and our stockholders. The 2020 Plan areis administered by the compensation committee with oversight from the board of directors.

Equity Awards in Fiscal Year 20202022

In fiscal year 2022, we granted our NEOs both time-vesting RSUs and PSUs. We believe that the use of PSUs and RSUs serves to retain the executives necessary to achieve our strategic plans and to motivate them to drive sustained increases in stockholder value.

NEOTotal Grant Date ValuePSUs (# of units)RSUs (# of units)
Joseph A. Walsh$3,000,00074,74240,245
Paul D. Rouse$2,500,00062,28533,538
Gordon Henry$1,750,00043,60023,476
James McCusker$1,750,00043,60023,476
John Wholey$1,750,00043,60023,476

Time-vesting RSUs

In general, the RSUs, which represented 35% of the total grant, vest ratably, annually on each of January 3, 2023, 2024 and 2025. For Mr. Walsh, the RSUs vest over three years with the first one-third vesting on January 3, 2023 and 1/36th of the RSUs vesting on the 3rd of each month thereafter over the following 24 months.

PSUs

The PSUs, which represent 65% of the total grant date value, will vest, to the extent earned, at the conclusion of a three-year performance period, which runs from January 1, 2022 through December 31, 2024. The earnout of the PSUs is governed by the following performance measures, weights and funding formula:

MeasureWeightThresholdTargetMaximum
  Performance (as a % of Target)
Relative TSR (“rTSR”)30%40th Percentile50th Percentile65th Percentile
Absolute TSR (“aTSR”)30%8.0%10.0%12.5%
SaaS Revenue CAGR40%20%26%32%
  Payout (as a % of Target)
PayoutN/A50%100%150%
Thryv Holdings, Inc.372023 Proxy Statement
Because our

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Performance against each of the aforementioned measures and the extent to which the PSUs have been earned and are eligible to vest and be settled will be assessed early in 2025 following the conclusion of the performance period. PSUs may be earned between 0% and 150% of the target award, depending on the Company’s performance relative to each of the performance measures. Performance below the threshold level of performance for each of the measures will result in no PSUs being earned relative to that measure. For performance achievement between threshold and target or between target and maximum, the percentage of PSUs that would vest under each measure will be subject to straight line interpolation. For performance achievement at or above the maximum level of performance achievement set forth above, a maximum of 150% of the PSUs may vest under each measure.

For the rTSR measure, the PSUs will be eligible to vest based on the Company’s TSR relative to the following performance peer group over the three-year performance period. The peer group for the 2022 rTSR PSUs consists of 21 companies with which we compete for products and services, and which are listed below:

Alteryx, Inc.Blackbaud, Inc.Box, Inc.Constellation
Software Inc,		Coupa Software Incorporated
Datadog, Inc.Digital Turbine, Inc.Domo, Inc.Dynatrace, Inc.EngageSmart, Inc.
EverCommerce Inc.Five9, Inc.GoDaddy, Inc.HubSpot, Inc.Informatica Inc.
Lightspeed Commerce Inc.Pegasystems Inc.Sprout Social, Inc.Squarespace, Inc.Verint Systems Inc.
Wix.com Ltd.

Stock Ownership and Retention Guidelines

In August 2022, the compensation committee determinedadopted new stock ownership guidelines and retention requirements pursuant to which all NEOs, members of the Executive Committee, vice presidents and non-employee directors are expected to own common stock equal to the following amounts within five years:

TitleOwnership Threshold
Chief Executive OfficerSix Times Base Salary
Executive CommitteeThree Times Base Salary
Vice PresidentsOne Times Base Salary
Non-Employee DirectorThree Times Annual Retainer

Until such time as a participant has met the above guidelines, that ourparticipant may only sell a maximum of 50% of any compensatory equity awarded beginning in 2022.

The compensation committee regularly monitors compliance with these guidelines, and as of April 27, 2023, the majority of NEOs alreadywere in compliance with or making steady progress towards their respective ownership guideline. The guidelines may be amended from time to time in the discretion of the compensation committee.

Risk Assessment of Compensation Policies

During 2022 and early 2023, management reviewed existing incentive compensation programs in which NEOs participate in order to confirm that such programs do not create risks that are reasonably likely to have a significant equity stakematerial adverse effect on the Company. Lyons Benenson, the Company’s external compensation consultant, also reviewed the Company’s 2023 compensation philosophy, policies and program in order to conduct a risk assessment of the Company’s compensation arrangements. Based on the information furnished by management and Lyons Benenson’s understanding of the current program and arrangements, Lyons Benenson concluded that there is no undue risk in the Company from past non-qualified stock option awards, noneprogram.

Thryv Holdings, Inc.382023 Proxy Statement

Table of our NEOs were awarded non-qualified stock options under our 2020 Plan in fiscal year 2020.Contents

Option Repricing
On November 23, 2020

Anti-Hedging and Anti-Pledging Policy

Under Thryv’s Insider Trading Policy, members of the board of directors and compensation committee, and on November 24, 2020, Mudrick Capital Management, L.P., the stockholder holding a majority of the outstanding shares of the capital stockall employees (including officers) of the Company, entitled to vote on the matter, approved 1) a one-time stock option repricing for certain previously granted and still outstanding options held by the Company’s employees; and 2) for certain officers, including the NEOs other than Ms. Ryan who was no longer employed by the Company, contingent upon each such officer’s written consent with respect toas well as certain of histheir family members and entities over which they exert control, are prohibited from engaging in any hedging transactions or her own previously grantedotherwise engaging in short sales of Thryv securities. Thryv’s Insider Trading Policy also prevents members of the board of directors and still outstanding options, (a) a one-time stock option repricing and (b) a delayed vesting schedule forcertain employees (including officers) from pledging securities in the Company.

Tax Considerations

In determining our variable compensation programs, we consider certain tax implications of particular forms of compensation, such options (the “Option Repricing”).

The relevant options were granted toas the applicable employees and officers on November 18, 2019, December 3, 2019 and February 19, 2020 (the “Subject Options”).
All applicable officers consented toimplications of Section 409A of the Option RepricingInternal Revenue Code governing deferred compensation arrangements. Although we consider the tax consequences of our compensation programs, the forms of compensation we utilize are determined primarily by their effectiveness in creating maximum alignment with our key strategic objectives and the Option Repricing became effective on the trading day following the twentieth calendar day following the commencementinterests of the mailing to the Company’s stockholders of the definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission, which effectiveness date was December 29, 2020.
30
our stockholders.

TABLE OF CONTENTSAccounting For Stock-Based Compensation

The Option Repricing decreased the exercise price of Subject Options from $16.20 to $13.82 and,

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), for options held by officers, implemented a delayed vesting scheduled. Vesting for the Subject Options held by our NEOs now occurs (a) in equal annual installments over a three year period commencing on January 1, 2021 for Messrs. Rouse, Henry, McCusker and Wholey and (b) in equal monthly installments over a three year period commencing on January 1, 2021 for Mr. Walsh (whose options vested monthly). The expiration date of the options was not changed.

The incremental fair value for repriced options held by NEOs, computed as of the repricing date in accordance withstock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for the relevant options, is included in the Summary Compensation Tableall stock-based payment awards made to our employees and Grantsindependent members of Plan Based Awards Table below.
Theour board of directors, including options to purchase shares of our common stock and other stock-based awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables below required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee believecurrently are, or have been, an officer or employee of the Company. None of our named executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its named executive officers serving on our board of directors or compensation committee.

Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on this review and discussion, the compensation committee recommended to the board of directors that the Employee RepricingCompensation Discussion and Officer Amendments wereAnalysis be included in this Proxy Statement for filing with the best interestsSEC.

Compensation Committee:

Bonnie Kintzer, Chair
John Slater
Lauren Vaccarello

Thryv Holdings, Inc.392023 Proxy Statement

Table of stockholdersContents

Compensation Tables

The section below contains information, both narrative and tabular, regarding the Company, in ordercompensation paid to continue to retain and motivate key contributors of the Company, which is necessaryour NEOs for the Company’s future successfiscal year 2022.

Summary Compensation Table

The following table sets forth the compensation paid or earned for the fiscal years ending December 31, 2020, 2021 and growth2022, as applicable, by our NEOs:

Name and
Principal Position		 Fiscal
Year		 Salary
($)(1)		 Non-Equity
Incentive Plan
Compensation
($)(2)		 Equity
Awards
($)(3)		 All Other
Compensation
($)(4)		 Total
($)
Joseph A. Walsh
Chairman and CEO		 2022 1,056,820 2,442,723 3,000,000 51,638 6,551,181
 2021 1,052,581 2,166,225 — 49,905 3,268,711
 2020 1,030,000 2,189,265 811,288 49,858 4,080,411

Paul D. Rouse

Chief Financial Officer,

EVP and Treasurer

 2022 521,673 840,807 2,500,000 14,640 3,877,120
 2021 517,582 745,634 — 16,920 1,280,136
 2020 506,479 753,565 75,921 17,180 1,353,145
Gordon Henry
Chief Strategy Officer and EVP		 2022 422,937 684,994 1,750,000 17,510 2,875,441
 2021 414,065 596,506 — 16,920 1,027,491
 2020 405,183 602,851 75,921 2,744 1,086,699
James McCusker
Chief Revenue Officer and EVP		 2022 422,937 684,994 1,750,000 17,640 2,875,571
 2021 414,066 596,506 — 16,920 1,027,492
 2020 405,183 562,851 75,921 16,330 1,060,285

John Wholey

Chief Operations and

Information Officer and EVP

 2022 419,615 684,994 1,750,000 14,640 2,869,249
 2021 398,989 578,872 — 13,920 991,781
 2020 382,673 569,360 75,921 16,330 1,044,284

1.Amounts reported in this column represent the actual salary earned by each of our NEOs for fiscal years 2020, 2021 and 2022. NEOs did not receive any guaranteed, non-performance based bonuses in 2022.
2.Amounts reported in this column represent the cash incentive awards actually paid under our STI and OPP for fiscal years 2020, 2021 and 2022. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan – Cash Incentive” in our Compensation Discussion and Analysis for further detail.
3.The amounts shown were not actually paid to the NEOs. Rather, as required by the rules of the SEC, the amounts represent the aggregate grant date fair value of RSUs and PSUs awarded to each of them in fiscal year 2022. These values were determined in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs is based on our estimate on the grant date of the probable outcome of meeting the performance conditions of these awards. The aggregate grant date fair value of the RSUs is equal to the closing stock price of our common stock on the date of grant multiplied by the number of shares granted. The following are the aggregate grant date fair values of the PSUs granted in 2022 assuming we meet the highest level of the performance conditions of these awards as described in footnote (2) to the Grants of Plan-Based Awards Table Fiscal 2022: Mr. Walsh $1,950,000, Mr. Rouse $1,625,000, Mr. Henry $1,137,500, Mr. McCusker $1,137,500 and Mr. Wholey $1,137,500. The amounts reported do not include any reduction in the value of the awards for the possibility of forfeiture. We did not grant any equity-based awards to the NEOs in 2021. The amounts shown for 2020 represent the incremental fair value of repriced options computed in accordance with FASB ASC Topic 718.
Thryv Holdings, Inc.402023 Proxy Statement

Table of its shares.

Named Executive Officers
​​
# Shares of
Common Stock
Underlying
Repriced
Options
​​
Original
Exercise
Price of
Repriced
Options ($)
​​
Amended
Exercise
Price of
Repriced
Options(1)
Joseph A. Walsh
​​
1,111,111
​​
$16.20
​​
$13.82
Paul D. Rouse
​​
111,111
​​
$16.20
​​
$13.82
Gordon Henry
​​
111,111
​​
$16.20
​​
$13.82
James McCusker
​​
111,111
​​
$16.20
​​
$13.82
John Wholey
​​
111,111
​​
$16.20
​​
$13.82
Debra Ryan
​​
N/A
​​
N/A
​​
N/A
(1)
The amended exercise price was determined using4.All Other Compensation for fiscal year 2022 consisted of the greaterfollowing (all amounts in dollars):
Name 401(k) Matching
Contributions
($)(1)		 Allowance
($)(2)		 Executive
Physicals
($)(3)		 Total
($)
Joseph A. Walsh 14,640 30,000 6,998 51,638
Paul D. Rouse 14,640 — — 14,640
Gordon Henry 14,640 — 2,870 17,510
James McCusker 14,640 — 3,000 17,640
John Wholey 14,640 — — 14,640
1.Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan in 2022.
2.For Mr. Walsh, amount includes an expense allowance of a) $13.82 per share based on the 10 day VWAP$30,000 for the trading period between October 2, 2020 through October 15, 2020 or b)maintenance of a remote office and miscellaneous expenses incurred.
3.Executive officers receive annual reimbursement for a comprehensive medical examination up to $3,000 for EVPs and the Fair Market Value closing priceactual cost of stock on December 28, 2020 which was $11.62. Additionally, the vesting schedule was replaced with a new delayed vesting schedule, beginning on January 1, 2021physical for each of Messrs. Walsh, Rouse, Henry, McCusker and Wholey.the Chief Executive Officer.

Retirement Savings Benefits


We offer a 401(k) retirement savings plan to all employees, including all NEOs, to enable them to contribute a portion of their base salary and earned STI award. We provide an employer contribution match up to statutory limits, which was suspended in May 2020, but reinstated for fiscal year 2021.
limits.

Other Employee Benefits


Benefits are part of the overall competitive compensation program designed to attract and retain employees, including our NEOs. The NEOs participate in the same benefit programs as the general employee population, with the additional benefit made to them for annual executive physical examinations. Our NEOs have the option of submitting reimbursements for the annual physical examination benefit, which provides eligible executives with a comprehensive medical examination once per year. Our compensation committee will continue to periodically review and evaluate personal benefits provided to the NEOs.

Broad-Based Benefits Programs and Perquisites
All full-time employees, including our NEOs, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. Our NEOs are also eligible to participate in our employee stock purchase plan on the same terms as our eligible employees. In fiscal year 2022, our NEOs also received certain perquisites and personal benefits set forth in the “Summary Compensation Table” above. We provide these benefits to retain and attract talented executives with the skills and experience to further our long-term strategic plan.

NEO Employment Agreements and Arrangements
From time to time, we have entered into employment agreements and arrangements in order to attract and retain key executives. Currently, Mr. Walsh is the only NEO party to an employment agreement with us, the details of which are discussed below under “Joseph A. Walsh Employment Agreement”.

Applicable Non-Competition and Non-Solicitation Covenants
Each NEO is bound by a non-competition agreement during his or her respective period of employment and would be bound to such agreement for a period of twelve months following his or her termination of employment for any reason. As a part of the non-competition agreement, each of the NEOs would also be subject to employee non-solicitation/no-hire covenants for twelve months following termination of his or her employment for any reason.

Thryv Holdings, Inc.412023 Proxy Statement
Severance

Table of Contents

Grants of Plan-Based Awards Fiscal Year 2022

   Estimated Future Payouts Under
Non-Equity Incentive Plan Awards		Estimated Future Payouts Under
Equity Incentive Plans		  
NameTypeGrant DateThreshold
($)(1)		Target
($)(1)		Maximum
($)(1)		Threshold
(#)(2)		Target
#(2)		Maximum
(#)(2)		All Other
Stock
Awards:
Number
of Shares
of Stock or
Units (#)(3)		Grant Date
Fair Market
Value of
Stock and
Option
Awards
($)
Joseph A. WalshSTI1/1/2022344,7931,060,9001,392,431—————
OPP1/1/2022106,090———————
RSU5/3/2022——————40,2451,049,992
PSU5/3/2022———37,37174,742112,113—1,950,019
Paul D. RouseSTI1/1/2022118,681365,171479,287—————
OPP1/1/202236,517———————
RSU5/3/2022——————33,538875,006
PSU5/3/2022———31,14362,28593,428—1,625,016
Gordon HenrySTI1/1/202296,688297,500390,469—————
OPP1/1/202229,750———————
RSU5/3/2022——————23,476612,489
PSU5/3/2022———21,80043,60065,400—1,137,524
James McCuskerSTI1/1/202296,688297,500390,469—————
OPP1/1/202229,750———————
RSU5/3/2022——————23,476612,489
PSU5/3/2022———21,80043,60065,400—1,137,524
John WholeySTI1/1/202296,688297,500390,469—————
OPP1/1/202229,750———————
RSU5/3/2022——————23,476612,489
PSU5/3/2022———21,80043,60065,400—1,137,524
1.The amounts shown were not actually paid to the NEOs. Rather, the amounts shown reflect potential payments under the STI and OPP. Actual payment amounts are shown in the “Summary Compensation Table” in the column “Non-Equity Incentive Plan Compensation.” Amounts shown represent threshold, target and maximum payouts under the STI, and threshold payout under the OPP. The OPP is an incremental cash incentive plan to the STI and is only funded after the STI achieves maximum payout. The OPP is not capped and therefore does not have a target or maximum achievement level. For fiscal 2022, an award would only pay out pursuant to the OPP if EBITDA exceeded $303.3 million, FCF exceeded $84.8 million, or SaaS Net Revenue exceeded $215.2 million.
2.The amounts shown are potential payments of PSUs to the NEOs. Final payments of these awards can range from 0% to 150% of the shares originally granted. The PSUs vest January 3, 2025 after a three-year performance period from January 2022 to December 2024 based on achieved performance.
3.Consists of RSUs awarded pursuant to the 2020 Plan. The RSUs vest one-third over three years for Messrs. Rouse, Henry, McCusker and Wholey. The RSUs granted to Mr. Walsh vest in thirds over three years, with the first one-third cliff vesting at the end of the first year and 1/36th of the RSUs vesting on the 3rd of each month thereafter.
Thryv Holdings, Inc.422023 Proxy Statement

Table of Contents

Outstanding Equity Awards at Fiscal Year-End 2022

The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2022. The table also includes, where applicable, the value of these awards based on the closing price of our common stock on Nasdaq on December 30, 2022, which was $19.00 per share. All awards vest one third each year over three years following the grant date, except as otherwise noted.

    Option Awards     Stock Awards
Name Grant Date(1) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 Option
Exercise
Price
($)(6)		 Option
Expiration
Date		 Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		 Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($)
Joseph A. Walsh 11/18/2019(2) 648,148 401,235 13.82 11/18/2029 — — — —
 5/03/2022(3) — — — — 40,245 764,655 74,742 1,420,098
Paul D.
Rouse		 11/14/2016(4) 131,521 0 3.68 11/14/2026 — — — —
 11/18/2019(5) 37,037 74,074 13.82 11/18/2029 — — — —
 5/03/2022(3) — — — — 33,538 637,222 62,285 1,183,415
Gordon Henry 9/26/2016(4) 154,771 0  3.68 9/26/2026 — — — —
 11/18/2019(5) 37,037 74,074 13.82 11/18/2029 — — — —
 5/03/2022(3) — — — — 23,476 446,044 43,600 828,400
James
McCusker		 9/26/2016(4) 150,521 0  3.68 9/26/2026 — — — —
 11/18/2019(5) 37,037 74,074 13.82 11/18/2029 — — — —
 5/03/2022(3) — — — — 23,476 446,044 43,600 828,400
John
Wholey		 9/26/2016(4) 62,521 0 3.68 9/26/2026 — — — —
 11/18/2019(5) 37,037 74,074 13.82 11/18/2029 — — — —
 5/03/2022(3) — — — — 23,476 446,044 43,600 828,400
1.We elected not to award grants of equity to our NEOs in 2020 or 2021 due to their significant equity stake from 2019 non-qualified stock option awards. Starting in 2022, we began annual grants of a combination of RSUs and PSUs to align with other SaaS companies and our peer group. See “Compensation Discussion and Analysis” for further information.
2.Stock options granted to Mr. Walsh on November 18, 2019 vested in equal monthly installments over a three-year period beginning January 1, 2020. On November 23, 2020, the board of directors and compensation committee approved a one-time stock option repricing for outstanding stock options granted November 18, 2019 to allow for the officers, contingent upon each officer's written consent, a one-time stock repricing from $16.20 to $13.82 and a delayed vesting scheduled for those options granted in 2019. Mr. Walsh consented to the stock option repricing and subsequently restarting the vesting schedule beginning January 1, 2021.
3.Represents unvested and outstanding PSUs and RSUs as of December 31, 2022 granted on May 3, 2022 to our NEOs. As approved by the compensation committee, 65% of the total award value is in the form of PSUs and 35% is in the form of RSUs. The RSUs vest one-third over three years for Messrs. Rouse, Henry, McCusker and Wholey and for Mr. Walsh vest one-third over three years with the first tranche cliff-vesting January 3, 2023 at the end of the first year and 1/36th of the RSUs vesting on the 3rd of each month thereafter. The PSUs vest January 3, 2025 after a three-year performance period from January 2022 to December 2024, based on achieved performance. See “Grants of Plan Based Awards” table for more information.
4.Stock options granted to Mr. Rouse on November 14, 2016 and stock option grants to Messrs. Henry, McCusker and Wholey on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020.
5.Stock option grants originally awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019 vested in three equal installments on each of January 1, 2021, January 1, 2022 and January 1, 2023. On November 23, 2020, the board of directors and compensation committee approved a one-time stock option repricing for outstanding stock granted November 18, 2019 to allow for the officers, contingent upon each officer’s written consent, a one-time stock repricing from $16.20 to $13.82 and a delayed vesting scheduled for those options granted in 2019. All NEOs consented to the stock option repricing and subsequently the vesting schedule was amended to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024.
6.For applicable grants, reflects the revised exercise price of $13.82 pursuant to the option repricing.

Thryv Holdings, Inc.

Thryv Holdings, Inc.432023 Proxy Statement

Table of Contents

Option Exercises-Fiscal Year 2022

The following table provides information regarding vested stock options exercised by each NEO in fiscal year 2022.

NameNumber of Shares
Acquired on Exercise
(#)(1)		 Value Realized
on Exercise
($)(2)
Joseph A. Walsh— —
Paul D. Rouse5,000 112,780
Gordon Henry— —
James McCusker— —
John Wholey— —
1.Messrs. Walsh, Henry, McCusker and Wholey did not exercise options during fiscal year 2022. Mr. Rouse elected to exercise and hold 1,000 vested options on each of January 27, 2022, April 21, 2022, April 26, 2022, May 11, 2022 and May 18, 2022, all at an exercise price of $3.68 per share.
2.The market value of a share of our common stock was $29.40 on January 27, 2022; $27.05 on April 20, 2022; $26.27 on April 26, 2022; $24.06 on May 11, 2022; and $24,40 on May 18, 2022.

Pension Benefits
None of our NEOs participated in, and received benefits under, any pension or defined benefit retirement plan sponsored by the Company during fiscal year 2022.

Nonqualified Deferred Compensation
Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by the Company during fiscal year 2022.

Potential Payments Upon Termination or Change of Control - Fiscal Year 2022
The following table summarizes the potential payments and benefits that each of Messrs. Walsh, Rouse, Henry, McCusker, and Wholey (the “Current NEOs”) would be entitled to receive upon termination of employment under various circumstances and upon a change of control of the Company. In each case, the table assumes the Current NEOs termination or the change of control occurred on December 31, 2022. The table below does not include benefits provided on a non-discriminatory basis to salaried employees generally, including accrued vacation, and amounts payable under tax-qualified plans.

Name & Event Cash
Severance
($)		 STI
Awards
($)(3)		 Benefits
Continuation
($)(4)		 Accelerated
Vesting of
Stock
Options(5)
($)		 Vesting of RSUs(6) Vesting of PSUs(7) Outplacement
($)(8)		 Total
($)
Joseph A. Walsh                
Resignation without Good Reason or Termination for Cause — — — — — — — —
Resignation for Good Reason or
Termination without Cause(1)		 2,121,800 1,259,819 — — 168,980   — 3,550,599
Death(1) 2,121,800 1,259,819 — — 168,980   — 3,550,599
Disability(1) 2,121,800 1,259,819 — — 168,980   — 3,550,599
Resignation for Good Reason,
Termination without Cause in
connection with a Change in Control(1)		 4,243,600 1,259,819 — 5,435,804 764,655 1,420,098 — 13,123,976
Paul D. Rouse                
Resignation without Good Reason or Termination for Cause — — — — — — — —
Thryv Holdings, Inc.442023 Proxy Statement

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Name & Event Cash
Severance
($)		 STI
Awards
($)(3)		 Benefits
Continuation
($)(4)		 Accelerated
Vesting of
Stock
Options(5)
($)		 Vesting of RSUs(6) Vesting of PSUs(7) Outplacement
($)(8)		 Total
($)
Resignation for Good Reason or
Termination without Cause(2)		 1,330,266 433,641 1,408 — 140,825 261,540 7,250 2,174,930
Death — — — — 140,825 261,540 — 402,365
Disability — — — — 140,825 261,540 — 402,365
Resignation for Good Reason,
Termination without Cause in
connection with a Change in Control(2)		 1,773,688 433,641 1,408 — 446,044 1,183,415 7,250 3,845,446
Gordon Henry                
Resignation without Good Reason or Termination for Cause — — — — — — — —
Resignation for Good Reason or
Termination without Cause(2)		 1,083,750 353,281 1,127 — 98,574 183,080 7,250 1,727,062
Death — — — — 98,574 183,080 — 281,654
Disability — — — — 98,574 183,080 — 281,654
Resignation for Good Reason,
Termination without Cause in
connection with a Change in Control(2)		 1,445,000 353,281 1,127 — 446,044 828,400 7,250 3,081,102
James McCusker                
Resignation without Good Reason or Termination for Cause       — — — — —
Resignation for Good Reason or
Termination without Cause(2)		 1,083,750 353,281 1,127 — 98,574 183,080 7,250 1,727,062
Death — — — — 98,574 183,080 — 281,654
Disability — — — — 98,574 183,080 — 281,654
Resignation for Good Reason,
Termination without Cause in
connection with a Change in Control(2)		 1,445,000 353,281 1,127 — 446,044 828,400 7,250 3,081,102
John Wholey                
Resignation without Good Reason or Termination for Cause — — — — — — — —
Resignation for Good Reason or
Termination without Cause(2)		 1,083,750 353,281 1,080 — 98,574 183,080 7,250 1,727,015
Death — — — — 98,574 183,080 — 281,654
Disability — — — — 98,574 183,080 — 281,654
Resignation for Good Reason,
Termination without Cause in
connection with a Change in Control(2)		 1,445,000 353,281 1,080 — 446,044 828,400 7,250 3,081,055
1.Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award.
2.Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks.
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3.Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2022 performance, which were approved on February 16, 2023 and paid on April 6, 2023.
4.For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program.
5.Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or 12 months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later).
6.For Messrs. Walsh, Rouse, Henry, McCusker and Wholey, represents a prorated portion of the unvested RSUs that otherwise would have vested on or before the next anniversary of the Grant Date that will become immediately vested. The prorated number of shares is determined by taking the number of days elapsed from the Grant Date through the date of termination divided by 365. Upon termination without cause or resignation for a good reason in connection with a change in control, all unvested RSUs will vest immediately.
7.For Messrs. Walsh, Rouse, Henry, McCusker and Wholey, represents a prorated portion of the unvested PSUs remaining in force and eligible to vest at the end of the Performance period based on the achievement against goal(s). The prorated number of shares is determined by taking the number of days elapsed from the first day of the applicable performance period through the date of termination divided by 365. The amounts represent the number of shares at target. In the event of a change in control together with termination without cause or resignation for good reason, the unvested PSUs will immediately vest at target.
8.For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program.

Severance
We do not have employment agreements with any NEOs except for Mr. Walsh. Other NEOs are eligible to receive executive severance benefits pursuant to, and are subject to certain restrictive covenants under, our EVP Severance Plan. Our EVP Severance Plan provides benefits to certain of our executives serving in the position of Executive Vice President or a more senior position in the event of termination of their employment under the circumstances described in our EVP Severance Plan. The EVP Severance Plan was designed primarily to encourage executives to remain employed with the Company by providing certain severance protection against involuntary termination of employment with additional severance protection applicable to a termination of employment in connection with a change in control. See “-NEO Employment Agreements

Each of Messrs. Rouse, Henry, McCusker and Arrangements -Wholey participate in the EVP Severance Plan” belowPlan. The EVP Severance Plan includes salary continuation severance and target STI award severance for qualifying separations and enhanced salary continuation severance and target STI award severance in the event of a change in control. For additional information on these executive severance benefits.

31

TABLE OF CONTENTS

Broad-Based Benefits Programsabout the potential payments and Perquisites
All full-time employees, including our NEOs, maybenefits that each of Messrs. Rouse, Henry, McCusker and Wholey would be entitled to receive pursuant to the EVP Severance Plan upon a qualifying separation or change in control, see “Compensation Tables - Potential Payments Upon Termination or Change of Control - Fiscal Year 2022.”

Mr. Walsh does not participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. Our NEOs are also eligibleis not entitled to participate in our employee stock purchase plan, beginning in fiscal year 2021, onreceive any payments or other benefits under the same terms as our eligible employees. In fiscal year 2020, our NEOs also received certain perquisites and personal benefits set forth inEVP Severance Plan. Under the “Summary Compensation Table” below. We provide these benefits to retain and attract talented executives with the skills and experience to further our long-term strategic plan.

NEOWalsh Employment Agreements and Arrangements
From time to time, we entered into employment agreements and arrangements in order to attract and retain key executives.Agreement, Mr. Walsh is entitled to receive payments upon the only NEO party to antermination of his employment agreement with us.
under certain circumstances. These payments are described under “Compensation Tables - Potential Payments Upon Termination or Change in Control - Fiscal Year 2022.”

Joseph A. Walsh Employment Agreement


In connection with Mr. Walsh’s appointment as our President and Chief Executive Officer, Mr. Walsh and the Company entered into an Amended and Restated Employment Agreement, dated as of September 26, 2016 (the “Walsh Employment Agreement”). The Walsh Employment Agreement provides for an initial term until December 31, 2019, during which Mr. Walsh is entitled to a base salary at a fixed annual rate and an annual award of one hundred percent of his base salary subject to annual performance objectives. The term of employment is automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party gives notice of intention to not renew the employment term. The agreement also provides for a notice and 30-day cure period prior to termination with cause, though thecause. The Company may terminate without cause immediately upon written notice. Mr. Walsh is entitled to a grant of options under the Company’s stock option plan and a stipend each month to maintain a remote office.

Under the Walsh Employment Agreement, Mr. Walsh’s employment continues until the earlier of his resignation (with or without good reason), death or disability or termination by the Company (with or without cause). If the Company terminates Mr. Walsh’s employment with cause, Mr. Walsh resigns without good reason, or Mr. Walsh’s employment terminates because he does not renew

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his employment term, Mr. Walsh is entitled to receive the following: (i) any unpaid base salary through the date of termination, (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination, (iii) any accrued but unused vacation time in accordance with our policy, (iv) except in the case of termination for cause, any accrued but unpaid bonus for the most recently completed year (or most recently completed period in the case of bonus plans covering periods shorter than a year) under our short term cash incentive plans and (v) all other payments, benefits or fringe benefits that Mr. Walsh is entitled to receive under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan, program, grant or the Walsh Employment Agreement (collectively, (i) through (v) the “accrued benefits”).

If the Company terminates Mr. Walsh’s employment other than for cause, Mr. Walsh resigns for good reason, Mr. Walsh’s employment terminates due to his death or disability, or Mr. Walsh’s employment terminates because the Company does not renew Mr. Walsh’s employment term, conditioned on Mr. Walsh signing a release of claims in favor of the Company (except with respect to the accrued benefits), the Company will pay Mr. Walsh (or his estate, as applicable), (i) any accrued benefits, (ii) a pro-rated bonus for the year (or period in the case of bonus plans covering periods shorter than a year) in which Mr. Walsh’s employment terminates, such bonus to be determined based on actual performance and consistent with senior executives who remain employed with the Company, and then prorated based on the number of calendar days of such year (or period) elapsed through the date of Mr. Walsh’s employment is terminated, payable at the same time as bonuses are paid to other senior executives for the year (or period) and (iii) a cash severance amount equal to one times (1x) the sum of (i)(x) his base salary and (ii)(y) target bonus, which amount shall be paid in a lump sum promptly after termination. If the Company terminates Mr. Walsh’s employment other than for cause, Mr. Walsh resigns for good reason, or Mr. Walsh’s employment terminates because the Company does not renew Mr. Walsh’s employment term, in each case within 6 months prior to or 12 months following a change in control, (1) his cash severance amount will be increased to two times (2x) the sum of (i) his base salary, and (ii) his target bonus, which amount shall be paid in a lump sum promptly after termination, and (2) the initial options granted to him on September 26, 2016 would

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immediately vest. In addition, the terms of Mr. Walsh’s outstanding option award agreements, also provide for immediately vesting of his options upon a termination of his employment by the Company without cause or a resignation by Mr. Walsh withoutwith good reason, in either case, within 6 months prior to or 12 months following a change in control.

The Walsh Employment Agreement defines “cause” as Mr. Walsh’s (i) willful misconduct with regard to the Company or his performance of his duties for the Company; (ii) embezzlement or misappropriation of assets of the Company (not including a good faith dispute over expense reimbursements) or fraud against the Company; (iii) conviction of, or guilty plea or plea of nolo contendere with respect to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (iv) material breach of the Walsh Employment Agreement or any applicable restrictive covenants; (v) willful refusal to attempt in good faith to perform his duties; (vi) willful and material violation of the Company’s generally applicable policies, including but not limited to any employment handbook and ethics code, if such violation can reasonably be expected to have a material adverse effect on the Company’s business or reputation; or (vii) willful and repeated failure to attempt to follow in good faith the lawful directives of the board of directors. With respect to any termination by reason of any of (iv) through (vii), prior to termination, Mr. Walsh will be given written notice detailing the specific cause event, and he will be entitled to a 30-day cure period following receipt of such notice, following which, if the cause event in question is not cured, he will be terminated for cause (subject to certain specified limitations on the opportunities to cure any cause event that is substantially the same as a previous occurrence).

The Walsh Employment Agreement defines “good reason” as the occurrence of any of the following events, without Mr. Walsh’s express written consent, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by Mr. Walsh to the Company of the occurrence of one of the reasons set forth below: (i) material diminution in Mr. Walsh’s duties, authorities or responsibilities or reporting lines as set forth in the Walsh Employment Agreement (other than temporarily while physically or mentally incapacitated or as required by applicable law), provided, however, that implementation by the board of directors of its authority on hiring and firing as specified in the Employment Agreement will not be a violation of this clause (i); (ii) material diminution in base salary or target awards; or (iii) the Company’s material breach of its obligations to Mr. Walsh under the Walsh Employment Agreement. Mr. Walsh is required to provide the Company with a written notice detailing the specific circumstances alleged to constitute “good reason” within 90 days after the first occurrence of such circumstances, and actually terminate employment within 30 days following the expiration of the Company’s 30-day cure period described above.

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Mr. Walsh has also agreed to customary restrictions with respect to the use of our confidential information and has agreed that all intellectual property developed or conceived by Mr. Walsh while he is employed by us that relates to our business shall belong exclusively to us. During the term of Mr. Walsh’s employment with us and during the six-month period immediately thereafter, Mr. Walsh has agreed not to directly or indirectly, own manage, operate, control, be employed by or render services to any person, firm, corporation or other entity that is engaged in competition with us. Mr. Walsh has also agreed that during the term of his employment with us and during the one-year period immediately thereafter, Mr. Walsh will not solicit or hire any of our employees or interfere with the relationship between us and any of its vendors, joint ventures or licensors.

EVP Severance Plan
Each

2022 Pay Ratio Disclosure

As required by Section 953(b) of Messrs. Rouse, Henry, McCuskerthe Dodd-Frank Wall Street Reform and Wholey participate inConsumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the EVP Severance Plan. The EVP Severance Plan includes salary continuation severance and target STI award severance for qualifying separations and enhanced salary continuation severance and target STI award severance in the event of a change in control. For additionalfollowing information about the potential payments and benefits that each of Messrs. Rouse, Henry, McCusker and Wholey would be entitled to receive pursuantrelating to the EVP Severance Plan upon a qualifying separation or change in control, see “Compensation Tables - Potential Payments Upon Termination or Change of Control - Fiscal Year 2020.” Ms. Ryan received a severance under the EVP Severance Plan based on her separation from service on July 24, 2020.

Mr. Walsh does not participate in and is not entitled to receive any payments or other benefits under the EVP Severance Plan. Under the Walsh Employment Agreement, Mr. Walsh is entitled to receive payments upon the termination of his employment under certain circumstances. These payments are described under “Compensation Tables - Potential Payments Upon Termination or Change in Control - Fiscal Year 2020.”
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Applicable Non-Competition and Non-Solicitation Covenants
Each NEO is bound by a non-competition agreement during his or her respective period of employment and would be bound to such agreement for a period of twelve months following his or her termination of employment by us without causes or by the individual for good reason. As a partratio of the non-competition agreement, eachmedian of the NEOs would also be subject to employee non-solicitation/no-hire covenants for twelve months following terminationannual total compensation of his or her employment for any reason.
STOCK OWNERSHIP GUIDELINES
In November 2020, the Company’s compensation committee adopted stock ownership guidelines pursuant to which all NEOs and non-employee directors are expected to retain 60% of Company stock acquired upon the exercise of options granted by the Company (net of tax and exercise price). The stock ownership guidelines are in effect beginning with the November 18, 2019 grants awarded to our NEOsemployees (other than our Chief Executive Officer) and the October 15, 2020 grants awarded to our non-employee directors. All future grants made to our NEOs and non-employee directors will be subject to these stock ownership guidelines.
HEDGING POLICY
Under Thryv’s Insider Trading Policy, membersannual total compensation of the board of directors and all employees (including officers) of the Company, as well as certain of their family members and entities over which they exert control, are prohibited from engaging in any hedging transactions or otherwise engaging in short sales of Thryv securities.
TAX AND ACCOUNTING CONSIDERATIONS
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limits the amount we may deduct from our federal income taxes for compensation paid to our Chief Executive Officer, Chief Financial Officer and certain “covered employees” withinJoseph Walsh.

For fiscal year 2022, the meaning of Section 162(m)median of the Code to $1 million per individual per year. Ourannual total compensation committee will continue to monitor regulatory developments and consider the potential effects of Section 162(m) of the Code on the deductibility of compensation paid to our executives. Although our compensation committee is mindful of the benefits of tax deductibility when determining executive compensation, we believe that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives.

ACCOUNTING FOR STOCK-BASED COMPENSATION
We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees (other than our CEO) was $187,670; and independent membersthe annual total compensation of our board of directors, including options to purchase shares of our common stock and other stock-based awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes andChief Executive Officer, Mr. Walsh, as reported in the Summary Compensation Table above was $6,551,181. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 35 to 1.

To identify our median employee, we took the following steps:

●We selected December 31, 2022, the last day of our 2022 fiscal year, as the determination date for purposes of identifying our median employee.
●We selected our median employee based on 2,680 full-time and part-time U.S. and Australian employees who were actively employed as of the determination date.
●We identified our median employee using 2022 gross payroll earnings, excluding our CEO. Such compensation was annualized for employees who did not work the entire fiscal year. All employees, except for our CEO, were ranked from lowest to highest with the median employee determined from this list.
●We excluded approximately 249 employees of Vivial Dominicana SRL, which was acquired by Thryv on January 21, 2022. We excluded these employees based on the acquisition exception allowed by SEC rules.

Once we identified our median employee, we determined their total annual compensation for 2022 in the same manner that we calculated the total annual compensation of our CEO. The median employee’s total annual compensation was then compared to the total annual compensation of our CEO in 2022 to determine the pay ratio.

Because SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

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Pay Versus Performance Disclosure
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information about the relationship of executive compensation tables below required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Compensation Committee Interlocksactually paid and Insider Participation
None of the members of our compensation committee currently are, or have been, an officer or employeecertain financial performance of the Company. None of our named executive officers currently serve, or inThe following table shows the past year have served, as a member of the board of directors ortotal compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its named executive officers serving on our board of directors compensation committee.
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Report of the Compensation Committee
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on this review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Information Statement for filing with the SEC.
Compensation Committee:
Bonnie Kintzer, Chair
Jason Mudrick
John Slater
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COMPENSATION TABLES
The section below contains information, both narrative and tabular, regarding the compensation paid to our NEOs for the past three fiscal year 2020.
years as set forth in the Summary Compensation Table,
The following table sets forth the compensation paid or earned“Compensation Actually Paid” to our CEO (also referred to as the principal executive officer (“PEO”)) and, on an average basis, our non-PEO NEOs and Company performance for the fiscal years ending December 31, 2019listed below, our Total Shareholder Return (“TSR”), the TSR of the Nasdaq Computer Index (“Peer Group TSR”), and 2020, as applicable, by our NEOs:
Name and Principal Position
​​
Fiscal
Year
​​
Salary
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
Option
Awards
($)(4)
​​
All Other
Compensation
($)(5)
​​
Total
($)
Joseph A. Walsh
President & CEO
​​
2020
​​
1,030,000
​​
2,189,265
​​
811,288
​​
49,858
​​
4,080,411
​
2019
​​
1,021,923
​​
1,662,163
​​
9,176,400
​​
16,869,514
​​
28,730,000
Paul D. Rouse
Chief Financial Officer, EVP & Treasurer
​​
2020
​​
506,479
​​
753,565
​​
75,921
​​
17,180
​​
1,353,145
​
2019
​​
502,507
​​
572,131
​​
931,520
​​
1,814,368
​​
3,820,526
Gordon Henry
Chief Strategy Officer & EVP
​​
2020
​​
405,183
​​
602,851
​​
75,921
​​
2,744
​​
1,086,699
​
2019
​​
402,006
​​
457,705
​​
931,520
​​
1,696,790
​​
3,488,021
James McCusker
Chief Revenue Officer & EVP
​​
2020
​​
405,183
​​
602,851
​​
75,921
​​
16,330
​​
1,100,285
​
2019
​​
402,006
​​
457,705
​​
931,520
​​
1,696,790
​​
3,488,021
John Wholey
Chief Operations & Information Officer & EVP
​​
2020
​​
382,673
​​
569,360
​​
75,921
​​
16,330
​​
1,044,284
​
2019
​​
379,672
​​
432,277
​​
931,520
​​
1,696,790
​​
3,440,259
Debra Ryan
Former Chief Human Resources Officer & EVP(1)
​​
2020
​​
241,780
​​
149,532
​​
—
​​
1,815,587
​​
2,206,899
company-selected measure for 2022, SaaS Revenue. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

YearSummary
Compensation
Table Total
for PEO(1)
($)		 Compensation
Actually Paid to
PEO(2),(3)
($)		 Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1)
($)		 Average
Compensation
Actually Paid
to Non-PEO
NEOs(2),(3)
($)		 Value of Initial Fixed 
$100 Investment
based on:(4)		 Net Income
($ Thousands)		 

 
SaaS
Revenue(5)
($ Thousands)
    TSR
($)		 Peer
Group
TSR
($)		  
(a)(b) (c) (d) (e) (f) (g) (h) (i)
20226,551,181 (7,012,128) 3,124,345 1,023,686 135.71 99.23 54,348 216,346
20213,268,711 28,174,803 1,081,725 3,917,477 293.79 154.51 101,577 171,052
20204,080,411 9,014,189 1,248,390 888,951 96.43 112.08 149,221 129,824
(1)
Ms. Ryan first became an NEO1.Joseph A. Walsh was our PEO for fiscaleach year 2020. Therefore, only fiscalpresented. The individuals comprising the Non-PEO NEOs for each year 2020 information is provided. Ms. Ryan separated frompresented are listed below.
202020212022
Paul D. RousePaul D. RousePaul D. Rouse
Gordon HenryGordon HenryGordon Henry
James McCuskerJames McCuskerJames McCusker
John WholeyJohn WholeyJohn Wholey
Debra A. Ryan  
2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company on July 24, 2020.Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(2)
3.Amounts reported in this column represent the actual salary earned by each of ourCompensation Actually Paid in the indicated fiscal years to the PEO and, on an average basis, the non-PEO NEOs, based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years ending December 31, 2019 and 2020, (which for fiscal year 2019 take into account the increase in annual base salary rates for the NEOs, which was effective in March 2020).
(3)
Amounts reported in this column for Messrs. Walsh, Rouse, Henry, McCusker and Wholey represent the cash incentive awards paid under our STI and OPP for fiscal year 2019 and fiscal year 2020. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan - Cash Incentive” in our Compensation Discussion and Analysis for further detail. Amount reported for Ms. Ryan represents the payout of a pro-rated award under our STI for fiscal year 2020 in accordance with the EVP Severance Plan.
(4)
We did not grant stock option awards to our NEOs in FY 2020. Amounts included for 2020 reflect the incremental fair value of repriced options, computedadjusted as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. See “Option Repricing”
Year Reported Summary Compensation Table Total for the PEO
($)		 Subtract Reported Value
of Stock Award and
Option Awards
($)		 Add/Subtract Equity
Award Adjustments(a)
for the PEO
($)		 Compensation Actually
Paid to the PEO
($)
2022 6,551,181 (3,000,000) (10,563,309) (7,012,128)
2021 3,268,711 — 24,906,092 28,174,803
2020 4,080,411 (811,288) 5,745,066 9,014,189
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Year Average Summary
Compensation Table Total
for Non-PEO NEOs
($)		 Average Exclusion of Stock
Awards and Option Awards
for Non-PEO NEOs
($)		 Average Inclusion of Equity
Values for Non-PEO NEOs
($)		 Average Compensation
Actually Paid to
Non-PEO NEOs
($)
2022 3,124,345 (1,937,500) (163,159) 1,023,686
2021 1,081,725 — 2,835,752 3,917,477
2020 1,248,390 (64,737) (294,702) 888,951

(a)    The equity award adjustments for each applicable year include the addition (or subtraction, as applicable of the following):

(i)the year-end fair value of any equity awards granted in our Compensation Discussionthe applicable year that are outstanding and Analysis for further detail.unvested as of the end of the year
(5)
All Other Compensation (ii)the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year
(iii)for awards that are granted and vest in same applicable year, the fair value as of the vesting date
(iv)for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year)
(v)for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
(vi)for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and

The amounts deducted or added in calculating the equity award adjustments are as follows:

YearYear-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for the PEO
($)		 Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested Equity
Awards for
the PEO
($)		 Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
the PEO
($)		 Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for the PEO
($)		 Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for the PEO
($)		 Total - Inclusion of
Equity Values for
the PEO
($)
20221,974,878 (7,720,550) — (4,817,637) — (10,563,309)
2021— 19,786,965 — 5,119,127 — 24,906,092
2020— 5,739,821 — 5,245 — 5,745,066
YearAverage
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)		 Average Change
in Fair Value
from Last Day
of Prior Year to
Last Day of Year
of Unvested
Equity Awards
for Non-PEO
NEOs
($)		 Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Non-
PEO NEOs
($)		 Average Change
in Fair Value from
Last Day of Prior Year to Vesting
Date of Unvested
Equity Awards
that Vested During
Year for Non-PEO
NEOs
($)		 Average
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for Non-PEO
NEOs
($)		 Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
20221,275,451 (1,425,383) — (13,227) — (163,159)
2021— 2,835,752 — — — 2,835,752
2020— (249,559) — 6,042 (51,185) (294,702)
The tables above reflect the “Repricing,” as defined in note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year 2020 consistedended December 31, 2022, that the Board of the following (all amounts in dollars):
Name
​​
401(k)
Matching
Contributions
($)(1)
​​
Allowance
($)(2)
​​
Stock
Option
Cancellation –
Surrender for
Cash -
Cash
Payment
($)(3)
​​
Executive
Physicals
($)(4)
​​
Severance
($)(5)
​​
Total
Joseph A. Walsh
​​
13,680
​​
30,500
​​
—
​​
5,678
​​
—
​​
49,858
Paul D. Rouse
​​
13,680
​​
500
​​
—
​​
3,000
​​
—
​​
17,180
Gordon Henry
​​
2,244
​​
500
​​
—
​​
—
​​
—
​​
2,744
James McCusker
​​
13,680
​​
500
​​
—
​​
2,150
​​
—
​​
16,330
John Wholey
​​
13,680
​​
500
​​
—
​​
2,150
​​
—
​​
16,330
Debra Ryan
​​
13,680
​​
375
​​
896,335
​​
—
​​
905,197
​​
1,815,587
(1)
Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan for 2020 prior to the suspension of the 401(k) matching contribution in MayDirectors and Compensation Committee approved on November 23, 2020.
(2)
Amounts reported4.The Peer Group TSR set forth in this column reflecttable utilizes the annual stipend paidNasdaq Computer Index, which we also utilize in fiscal year 2020, based on a $25.00 bi-weekly stipend to cover cell phone expensesthe stock performance graph required by Item 201(e) of the NEOs through October 2020 when the Company ended this stipend due to the move to a remote work environment. In addition, for Mr. Walsh, amount includes an expense allowance of $30,000Regulation S-K included in our Annual Report for the maintenance of a remote office and miscellaneous expenses incurred.
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(3)
Represents a cash payment received by Ms. Ryan in exchangeyear ended December 31, 2022. The comparison assumes $100 was invested for her agreeing to the cancellation and surrender of all of her 234,030 outstanding vested stock options atperiod starting October 1, 2020, the time of her separation from the Company for an amount of cash equal to the difference between the per-share exercise price (of $2.04) and the then-current fair market value per share ofdate our common stock (of $5.87), all as reflectedcommenced trading on a pre-reverseNasdaq after our direct listing, through the end of the listed year in the Company and in the Nasdaq Computer Index, respectively. Historical stock split basis.performance is not necessarily indicative of future stock performance.
(4)
Executive officers receive5.We determined SaaS Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022. SaaS Revenue by business segment is listed in Item 7 our annual reimbursementreport filed on Form 10-K for a comprehensive medical examination up to $3,000 for EVPs and the actual costmost recent fiscal year; the sum of the physicalSaaS Revenue by business segment equals the amount shown in the table above. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the Chief Executive Officer.
(5)
Represents amounts paid (or accrued for payment) during fiscal year 2020most important financial performance measure in connection with Ms. Ryan’s termination from employment, as described below under “Potential Payments Upon Termination or Change of Control – Fiscal Year 2020”.future years.
Grants
Thryv Holdings, Inc.502023 Proxy Statement

Table of Plan-Based Awards Fiscal Year 2020Contents

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR from the date our common stock commenced trading on Nasdaq after our direct listing through the end of the three most recently completed fiscal years.

PEO and Average Non-PEO NEO Compensation Actually Paid

Versus Company TSR

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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

PEO and Average Non-PEO NEO Compensation Actually Paid

Versus Net Income


Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and SaaS Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our SaaS Revenue during the three most recently completed fiscal years.

PEO and Average Non-PEO NEO Compensation Actually Paid

Versus SaaS Revenue


Thryv Holdings, Inc.522023 Proxy Statement

Table of Contents

Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR from the Company’s direct listing through the end of the three most recently completed fiscal years to that of the Nasdaq Computer Index over the same period.

Comparison of Cumulative TSR of Thryv Holdings, Inc. and

Nasdaq Computer Index


Tabular List of Most Important Financial Performance Measures
The following table provides information regarding equity and non-equity incentive plan-based awards grantedpresents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for the year ended December 31, 2020. Except as set forth below, there were no other grants of equity2022 to NEOs during 2020.

 
​​
 
​​
Estimated Possible Payouts
Under Non- Equity Incentive Plan Awards
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)
​​
Exercise or
Base
Price of
Option
Awards
($/Share)(2)
​​
Grant
Date
Fair
Value of
Option
Awards(3)
Name
​​
 
​​
Grant
Date
​​
Threshold
($)(1)
​​
Target
($)(1)
​​
Maximum
($)(1)
​
Joseph A. Walsh
​​
STI
​​
1/1/2020
​​
450,625
​​
1,030,000
​​
1,351,875
​​
—
​​
—
​​
—
​
OPP
​​
1/1/2020
​​
51,500
​​
1,030,000
​​
—
​​
—
​​
—
​​
—
​
SIP(4)
​​
11/18/2019(5)
​​
—
​​
—
​​
—
​​
1,111,111
​​
13.82
​​
8.99
Paul D. Rouse
​​
STI
​​
1/1/2020
​​
155,109
​​
354,535
​​
465,328
​​
—
​​
—
​​
—
​
OPP
​​
1/1/2020
​​
17,727
​​
354,535
​​
—
​​
—
​​
—
​​
—
​
SIP(4)
​​
11/18/2019(5)
​​
—
​​
—
​​
—
​​
111,111
​​
13.82
​​
9.07
Gordon Henry
​​
STI
​​
1/1/2020
​​
124,087
​​
283,628
​​
372,262
​​
—
​​
—
​​
—
​
OPP
​​
1/1/2020
​​
14,181
​​
283,628
​​
—
​​
—
​​
—
​​
—
​
SIP(4)
​​
11/18/2019(5)
​​
—
​​
—
​​
—
​​
111,111
​​
13.82
​​
9.07
James McCusker
​​
STI
​​
1/1/2020
​​
124,087
​​
283,628
​​
372,262
​​
—
​​
—
​​
—
​
OPP
​​
1/1/2020
​​
14,181
​​
283,628
​​
—
​​
—
​​
—
​​
—
​
SIP(4)
​​
11/18/2019(5)
​​
—
​​
—
​​
—
​​
111,111
​​
13.82
​​
9.07
John Wholey
​​
STI
​​
1/1/2020
​​
117,194
​​
267,871
​​
351,581
​​
—
​​
—
​​
—
​
OPP
​​
1/1/2020
​​
13,394
​​
267,871
​​
—
​​
—
​​
—
​​
—
​
SIP(4)
​​
11/18/2019(5)
​​
—
​​
—
​​
—
​​
111,111
​​
13.82
​​
9.07
Debra Ryan(6)
​​
STI
​​
1/1/2020
​​
98,088
​​
224,202
​​
294,265
​​
—
​​
—
​​
—
Company performance. The measures in this table are not ranked.

(1)
SaaS Revenue
Amounts shown represent threshold, target and maximum payouts under our STI; there is no defined target or maximum on our OPP. For fiscal year 2020, an award is only paid out pursuant to our OPP if Absolute TSR
Relative TSR
EBITDA exceeds $407.5 million and FCF exceeds $202.0 million as our OPP is a top-off program to our STI. The threshold calculation for OPP included herein reflects an EBITDA of $407.5 million and FCF of $202.0 million, which equates to a 0.05% payout award, the minimum required to receive a payout under the OPP.
Free Cash Flow
(2)
Reflects the stock options granted to the NEOs on November 18, 2019 that were repriced, effective December 29, 2020, in connection with the Option Repricing. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information.
(3)
Amounts shown represent the incremental fair value received due to the Option Repricing, effective December 29, 2020, computed in accordance with FASB ASC Topic 718. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information. The total fair value for Mr. Walsh of $8.99 is comprised of $8.26 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.73 of incremental expense resulting from the 2020 repricing. For Messrs. Rouse, Henry, McCusker and Wholey, the total fair value of $9.06 is comprised of $8.38 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.68 of incremental expense resulting from the 2020 repricing.
(4)
“SIP” refers to our stock incentive plan.
(5)
Grant date reflects the stock option grants originally awarded on November 18, 2019, which were subject to the Option Repricing effective December 29, 2020.
(6)
Amounts reflect potential payouts under our STI prior to pro-ration of Ms. Ryan’s STI bonus opportunity pursuant to the EVP Severance Plan due to her separation from the Company on July 24, 2020. As set forth in the “Non-Equity Incentive Plan” column of the Summary Compensation Table for fiscal year ended 2020, Ms. Ryan received a pro-rated bonus under our STI in accordance with the EVP Severance Plan.
37

TABLE OF CONTENTS

Outstanding

Equity Awards at Fiscal Year-End Fiscal YearCompensation Plan Information
The table below summarizes information with respect to our 2016 Stock Incentive Plan (“2016 Plan”) and 2020

The following table provides information regarding all outstanding stock options held by each individual Incentive Award Plan (“2020 Plan”), which were the only compensation plans under which equity securities were authorized for issuance as of December 31, 2020.
 
​​
 
​​
Option Awards
Name
​​
Grant
Date
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
​​
Option
Exercise
Price
($)(4)
​​
Option
Expiration
Date
Joseph A. Walsh
​​
11/18/2019(1)
​​
—
​​
1,111,111
​​
13.82
​​
11/18/2029
Paul D. Rouse
​​
11/14/2016(2)
​​
147,521
​​
—
​​
3.68
​​
11/14/2026
​
11/18/2019(3)
​​
—
​​
111,111
​​
13.82
​​
11/18/2029
Gordon Henry
​​
9/26/2016(2)
​​
162,521
​​
​​
3.68
​​
9/26/2026
​
11/18/2019(3)
​​
—
​​
111,111
​​
13.82
​​
11/18/2029
James McCusker
​​
9/26/2016(2)
​​
162,521
​​
​​
3.68
​​
9/26/2026
​
11/18/2019(3)
​​
—
​​
111,111
​​
13.82
​​
11/18/2029
John Wholey
​​
9/26/2016(2)
​​
162,521
​​
​​
3.68
​​
9/26/2026
​
11/18/2019(3)
​​
—
​​
111,111
​​
13.82
​​
11/18/2029
2022. On September 3, 2020, our Board adopted and our stockholders approved our 2020 Plan, which replaced our 2016 Plan, as our Board determined not to make additional awards under our 2016 Plan following the effectiveness of our 2020 Plan. A total of 1,000,000 shares of our common stock were initially reserved for issuance pursuant to our 2020 Plan. On May 18, 2021, our stockholders approved an amendment to the 2020 Plan to (i) increase the maximum aggregate number of shares reserved and available for delivery in connection with awards under the 2020 Plan to 3,981,490 shares of common stock (representing an increase of 2,981,490 shares) and (ii) provide that commencing on January 1, 2022 and ending on (and including) January 1, 2030, there will be an automatic annual increase in the total number of shares of common stock reserved and available for delivery in connection with the 2020 Plan of up to 5% of the total number of shares of common stock outstanding on December 31st of the preceding year. On January 1, 2023, the number of shares of common stock reserved for issuance under the 2020 Plan increased by 1,723,944 shares. In addition, the shares reserved for issuance under our 2020 Plan also include those shares reserved but unissued

(1)
Thryv Holdings, Inc.		Stock option grant originally awarded to Mr. Walsh on November 18, 2019. On November 23, 2020 the board of directors and compensation committee approved the Option Repricing, which, contingent upon each NEO’s (other than Ms. Ryan who was no longer employed by the company) written consent, lowered the exercise price of the relevant options from $16.20 to $13.82 and implemented a delayed vesting scheduled for those options granted in 2019, effective December 29, 2020. Mr. Walsh consented to the stock option repricing and subsequently restarting of the monthly vesting schedule to begin January 1, 2021, provided he remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason, in each case within six months prior to or 12 months following a change in control.
(2)
53		Stock option grants awarded to Mr. Rouse on November 14, 2016 and stock option grants awarded to Messrs., Henry, McCusker and Wholey on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020.
(3)
Stock option grants originally awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019. In connection with the Option Repricing, the exercise price of the relevant options was lowered from $16.20 to $13.82 and a delayed vesting scheduled was implemented for those options granted in 2019, effective December 29, 2020. All NEOs (other than Ms. Ryan) consented to the Option Repricing and subsequently restarting the vesting schedule for Messrs. Rouse, Henry, McCusker and Wholey to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided each NEO remains in continuous service with the Company.
(4)
For applicable grants, reflects the revised exercise price of $13.82 pursuant to the Option Repricing.
Option Exercises and Stock Vested-Fiscal Year 2020
The following table provides information regarding vested stock options exercised by each NEO in Fiscal Year 2020.
Name
​​
Grant
Date
​​
Number of
Shares
Acquired on
Exercise
(#)(1)
​​
Value
Realized on
Exercise
($)(2)
Joseph A. Walsh
​​
9/26/2016
​​
1,625,206
​​
11,636,475
Paul D. Rouse
​​
11/14/2016
​​
15,000
​​
109,300
(1)
Mr. Walsh elected to exercise and hold all 1,625,206 vested stock options granted under his September 26, 2016 grant at a per share exercise price of $3.68 on December 21, 2020. Mr. Rouse elected to exercise and hold 10,000 vested options granted under his November 14, 2016 grant on December 21, 2020 and 5,000 of his vested stock options granted under his November 14, 2016 grant on December 22, 2020 at a per share exercise price of $3.68.
(2)
The fair market value of a share of our common stock was $10.84 on December 21, 2020 and $11.22 on December 22, 2020.Proxy Statement
38

TABLE OF CONTENTSTable of Contents

Pension Benefits
Only Ms. Ryan,

under our 2016 Plan as of the Company’s former Chief Human Resources Officer, participatedeffective date of our 2020 Plan and any shares subject to awards under our 2016 Plan which are forfeited or lapse unexercised and which following the effective date of our 2020 Plan are not issued under our 2016 Plan. The data reflected in and received benefits under, any pension or retirement plan sponsored by the Company during fiscal year 2020.

Name
​​
Plan Name(1)
​​
Number of Years
of Credited
Service(2)
​​
Present Value of
Accumulated
Benefit ($)
​​
Payments During
Last Fiscal Year
($)(3)
Debra Ryan
​​
Dex Pension Plan
​​
44.25
​​
—
​​
831,699
table below is as of December 31, 2022.

Plan Category Number of Securities to
Be Issued Upon Exercise
of Outstanding Options
(a)		 Weighted-Average Exercise
Price of Outstanding
Options
(b)		 Number of Options Remaining
Available for Future Issuance Under
Equity Compensation Plans (Excluding
Securities Reflected in Column (a))
(c)
Equity compensation plans approved by security holders 4,524,013 11.62 3,495,183
Equity compensation plans not approved by shareholders — — —
Total 4,524,013 11.62 3,495,183
(1)
The Dex Pension(a)Reflects the total number of outstanding options and awards under our 2016 Plan is a tax-qualified non-contributory defined benefit pension plan that was frozen to new participants and benefit accrualsour 2020 Plan as of December 31, 2008.2022. The number includes the following:
(2)
Number of years of credited service under the Dex Pension Plan was frozen as of December 31, 2008.a.3,533,507 shares represent options
(3)
Following her separation from the Company, Ms. Ryan received a full distribution of the balance of her pension benefit under the Dex Pension Plan during 2020.
Nonqualified Deferred Compensation
Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by the Company during fiscal year 2020.
39

TABLE OF CONTENTS

Potential Payments Upon Termination or Change of Control - Fiscal Year 2020
The following table summarizes the potential payments and benefits that each of Messrs. Walsh, Rouse, Henry, McCusker, and Wholey the (“Current NEOs”) would be entitled to receive upon termination of employment under various circumstances and upon a change of control of the Company. In each case, the table assumes the Current NEO’s termination or the change of control occurred on December 31, 2020. The table below does not include benefits provided on a non-discriminatory basis to salaried employees generally, including accrued vacation, and amounts payable under tax-qualified plans.
Name & Event
​​
Cash
Severance
($)
​​
STI
Awards
($)(3)
​​
Benefits
Continuation
($)(4)
​​
Accelerated
Vesting of
Stock
Options
($)
​​
Outplacement
($)(5)
​​
Total
($)
Joseph A. Walsh
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Resignation without Good Reason or Termination for Cause
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause(1)
​​
2,060,000
​​
1,223,125
​​
—
​​
—
​​
—
​​
3,282,125
Death(1)
​​
2,060,000
​​
1,223,125
​​
—
​​
—
​​
—
​​
3,283,125
Disability(1)
​​
2,060,000
​​
1,223,125
​​
—
​​
—
​​
—
​​
3,283,125
Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1)
​​
4,120,000
​​
1,223,125
​​
—
​​
—(6)
​​
—
​​
5,343,125
Paul D. Rouse
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Resignation without Good Reason or Termination for Cause
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause(2)
​​
1,291,521
​​
,421,011
​​
1,649
​​
—
​​
7,250
​​
1,721,431
Death
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Disability
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
​​
1,722,029
​​
421,011
​​
1,649
​​
—
​​
7,250
​​
2,151,939
Gordon Henry
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Resignation without Good Reason or Termination for Cause
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause(2)
​​
1,033,217
​​
336,808
​​
1,319
​​
—
​​
7,250
​​
1,378,594
Death
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Disability
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
​​
1,377,622
​​
336,808
​​
1,319
​​
—
​​
7,250
​​
1,722,999
James McCusker
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Resignation without Good Reason or Termination for Cause
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause(2)
​​
1,033,217
​​
336,808
​​
1,319
​​
—
​​
7,250
​​
1,378,594
Death
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Disability
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
​​
1,377,622
​​
336,808
​​
1,319
​​
—
​​
7,250
​​
1,722,999
40

TABLE OF CONTENTS

Name & Event
​​
Cash
Severance
($)
​​
STI
Awards
($)(3)
​​
Benefits
Continuation
($)(4)
​​
Accelerated
Vesting of
Stock
Options
($)
​​
Outplacement
($)(5)
​​
Total
($)
John Wholey
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Resignation without Good Reason or Termination for Cause
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause(2)
​​
975,816
​​
318,197
​​
1,246
​​
—
​​
7,250
​​
1,302,509
Death
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Disability
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
​​
1,301,088
​​
318,197
​​
1,246
​​
—
​​
7,250
​​
1,627,781
(1)
b.		Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment517,135 shares represent PSU awards assuming performance is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award.achieved at target.
(2)
Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks.c.473,371 shares represent RSUs
(3)
Amounts reported in this column were calculated on(b)Reflects the basisweighted-average exercise price of short-term cash incentive awards paidstock options under our STI forboth the 2016 Plan and 2020 performance, which were approved on March 8, 2021 and paid on March 26, 2021.Plan.
(4)
For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation(c)Reflects the combined number of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reasonunissued shares of their resignation for good reason, pursuant to the terms of the EVP Severance Program.
(5)
For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program.
(6)
Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or twelve months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later). Mr. Walsh had 1,111,111 outstanding unvested stock options as of December 31, 2020; however, the applicable per share exercise price of all of such options (of $13.82) was greater than the closing price of a share of our common stock asunder the 2016 Plan and 2020 Plan. On January 1, 2023, the number of December 31,unissued shares of common stock reserved for issuance under the 2020 (of $13.50).Plan increased by 1,723,944
Thryv Holdings, Inc.542023 Proxy Statement

Table of Contents

41

TABLE OF CONTENTS

Debra Ryan Separation
Ms. Ryan separated from the Company on July 24, 2020. In connection with her separation, she has received or is expected to receive the following pursuant to the EVP Severance Plan: (i) cash severance, which represents (A) 78 weeks’ of base pay, and (B) one and one-half times (1.5x) Ms. Ryan’s target STI award, payable in equal installmentsProposal No. 3 Non-Binding
Advisory Vote on the Company’s regular payroll over a period
Compensation of 78 weeks, (ii) a pro-rated STI award for fiscal year 2020 (based on actual performance), (iii) continued Company-paid life insurance coverage for up to 18 months following termination, and (iv) 12 months of Company-paid outplacement benefits. Ms. Ryan also received a cash payment in exchange for her agreeing to the cancellation and surrender of her outstanding vested stock options at the time of her termination of employment (see the “All Other Compensation” column in the Summary Compensation Table above for more information about this payment).
Name & Event
​​
Cash
Severance
($)
​​
STI
Awards
($)
​​
Benefits
Continuation
($)
​​
Outplacement
($)
​​
Stock
Option
Cancellation
– Surrender
for Cash –
Cash
Payment
($)
​​
Total
($)
Debra Ryan
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Termination without Cause
​​
896,808
​​
149,532
​​
1,139
​​
7,250
​​
896,335
​​
1,951,064
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Named Executive Officers

PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, we are providing stockholders with the opportunity to approve, on an advisory basis, the compensation of our named executive officers as described in Compensation Discussion and Analysis and the Compensation Tables. At our 2021 annual meeting of stockholders, stockholders voted on a non-binding proposal to advise on whether the advisory vote on executive compensation should occur every one, two or three years. As a majority of our stockholders voted in favor of an annual vote, our board of directors decided to annually provide our stockholders with an advisory vote on the compensation of our named executive officers. The next vote on the frequency of the advisory vote on executive compensation will be held at our 2027 annual meeting of stockholders.

This advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy and practices, as discussed in this proxy statement.Proxy Statement. As discussed in those disclosures, our compensation programs are designed to align total executive compensation with Company performance while enabling us to attract, retain, and motivate executives who can achieve sustained long-term growth and strong financial performance for our stockholders. Our Compensation Committeecompensation committee continually reviews the compensation program for our named executive officers to ensure it achieves the desired goals of aligning our executive compensation structure with our stockholder interests.

As an advisory vote, this proposal is not binding. However, our board of directors and nominating and corporate governancecompensation committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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PROPOSAL NO. 4
NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As required by Section 14A

Our Board of Directors Recommends That Stockholders Vote For The Approval, on an Advisory Basis, of the Exchange Act, we are providing our stockholders with an opportunity to make a non-binding, advisory vote on the frequencyCompensation of future non-binding advisory votes on the compensationOur Named Executive Officers

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Table of our named executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.Contents

You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “1 YEAR,” “2 YEARS,” or “3 YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by stockholders on this matter at the meeting will be deemed

Additional Information

Stockholder Proposals to be the preferred frequency option of our stockholders.

After careful consideration, our board of directors recommends that future non-binding advisory votes on compensation of our named executive officers be held every one year. Our board of directors believes that holding a vote every year is the most appropriate option because (i) it would enable our stockholders to provide us with input regarding the compensation of our named executive officers on a more informed and thoughtful manner based on a long-term analysis of our compensation program; and (ii) it would avoid placing too much emphasis on the results or actions of a single year and would instead allow our stockholders to make a more meaningful evaluation of our performance compared to our compensation practices.
Stockholders are not voting to approve or disapprove the board of directors’ recommendation. Instead, stockholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting one year, two years, or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes may abstain from voting on the proposal.
As an advisory vote, this proposal is not binding. However, our board of directors and nominating and corporate governance committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.
OUR BOARD OF DIRECTORS RECOMMENDS TO HOLD FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “1 YEAR”
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ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Our second amended and restated bylaws provide that, for stockholder nominations to our board of directors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Company’s Secretary.

To be timely for our 20222024 annual meeting of stockholders, a stockholder’s notice of nomination or other proposal of business must be delivered to or mailed and received by our VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary at our principal executive offices not earlier than February 9, 202214, 2024 and not later than March 11, 2022.15, 2024. A stockholder’s notice to the VP Corporate Counsel -our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our second amended and restated bylaws.

Stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for nominees for election to the board of directors submitted under the advance notice requirements of our second amended and restated bylaws must comply with the additional requirements of Rule 14a-19(b) of the Exchange Act.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 20222024 annual meeting of stockholders must be received by us not later than December 29, 202130, 2023 in order to be considered for inclusion in our proxy materials for that meeting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Where You Can Find Additional Information

We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended, and as a result file reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, such as Thryv Holdings, Inc., that file electronically with the SEC. We also maintain a website at www.thryv.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this InformationProxy Statement.

ELECTRONIC DELIVERY OF STOCKHOLDER COMMUNICATIONS

Electronic Delivery of Stockholder Communications

We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:

Registered Owner (you hold our common stock in your own name through our transfer agent, Computershare, Inc., or you are in possession of stock certificates): visit www.computershare.com and log into your account to enroll.

Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.

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Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of shares of our common stock may call Computershare, Inc., our transfer agent, by phone at 1-800-736-3001 or visit www.computershare.com with questions about electronic delivery.

“HOUSEHOLDING”Householding”—STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

Stockholders Sharing the Same Last Name and Address

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability of Proxy Materials, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.

This year, a number of brokers with account holders who are our stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability.Availability of Proxy Materials. A single Notice of Internet Availability of Proxy Materials and, if applicable, a single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected

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stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by calling Broadridge at (866) 540-7095 or writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of a Notice of Internet Availability of Proxy Materials, this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders. Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, our annual report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, annual report and other proxy materials, you may write our VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261.

Any stockholders who share the same address and receive multiple copies of our Notice of Internet Availability of Proxy Materials or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding, or our VP Corporate Counsel -Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary at the address or telephone number listed above.

OTHER MATTERS

Other Matters

Our board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

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