Quotient Technology 10K/A 2021 Annual report (amended)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Small reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

Number 001-36331

Quotient Technology Inc.

(Exact name of registrant as specified in its Charter)


Delaware		77-0485123
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1260 East Stringham Avenue, 6th Floor Salt Lake City, UT		84106
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(650) 605-4600

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	QUOT	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

☐

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes

☐

☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Exchange Act). Yes

☐

☒

The aggregate market value of the voting and

non-voting

common equity held by

non-affiliates

of the registrant, as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of $10.81 per share of the Registrant’s common stock as reported by the New York Stock Exchange on June 30, 2021, was $957.3 million. The calculation of the aggregate market value of voting and

non-voting

common equity excludes 5.4 million shares of the registrant held by executive officers, directors and stockholders that the registrant concluded were affiliates of the registrant on that date. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.

The number of shares of registrant’s Common Stock outstanding as of February 21, 2022 was 94,921,488.

DOCUMENTS INCORPORATED BY REFERENCE

None.


Auditor Firm PCAOB ID: 42		Auditor Name: Ernst & Young LLP		Auditor Location: San Jose, California

EXPLANATORY NOTE

In each of Items

10-14

of our Annual Report on Form

10-K

for fiscal year ended December 31, 2021, filed on March 1, 2022 (the “Original

10-K”)

with the Securities and Exchange Commission (the “SEC”), we disclosed that information called for by each item would be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021, and would be incorporated into the Original

10-K

by reference from the Proxy Statement. We are filing this Amendment No. 1 on

Form 10-K/A

(this “Form 10-K/A”) to include the information required by Items

10-14

and not included in the Original 10-K because we have not filed, and will not file, a definitive proxy statement within 120 days after the end of our fiscal year covered by the Original

10-K.

In addition, this

Form 10-K/A

deletes the reference on the cover of the Original

10-K

to the incorporation by reference of portions of our proxy statement into

Items 10-14

of the Original

10-K.

As required by Rule

12b-15

under the Securities Exchange Act of 1934, as amended, this Form

10-K/A

amends Item 15 of Part IV of the Original 10-K to include certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Form

10-K/A,

we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

Except as described above, this Form

10-K/A

does not modify or update disclosure in, or exhibits to, the Original

10-K,

including certain defined terms used therein. Furthermore, this Form

10-K/A

does not change any previously-reported financial results. Information not affected by this Form

10-K/A

remains unchanged and reflects the disclosures made at the time the Original

10-K

was filed.

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

Directors

Our Board is comprised of eight members. In accordance with our Amended and Restated Certificate of Incorporation (our “Restated Certificate”) and our Bylaws, our Board is divided into three classes of directors, with directors serving staggered three-year terms.

Directors in a particular class are elected for a three-year term at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year term. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. The class of each director is set forth in the table below. There are no arrangements or understandings between a director and any other person pursuant to which such director was or is to be selected as a director or nominee.

Set forth in the table below is information regarding our current directors, and the nominees for election as director at our 2022 Annual Meeting of Stockholders that have been nominated by the Company’s Board of Directors.


	Independent?	Class	Age	Position	Director Since		Current Term Expires		Expiration of Term For Which Nominated
Board-Nominated Director Nominees
Matthew Krepsik		II	40	Chief Technology Officer and CEO-Designee		—		—		2025
Robert McDonald	✓	II	68	Director - Chair		2018		2022		2025
Continuing Directors
Lorraine Hariton	✓	III	67	Director		2021		2023		—
Andrew Gessow	✓	III	64	Director		2013		2023		—
David Oppenheimer	✓	III	65	Director		2017		2023		—
Alison Hawkins	✓	I	56	Director		2021		2024		—
Steve Horowitz	✓	I	54	Director		2015		2024		—
Eric D. Higgs	✓	I	51	Director		2022		2024		—
Director Who Is Not Standing For Re-election
Steven Boal		II	56	CEO		1998		2022		—

Director Nominees

Matthew Krepsik

was designated by the Board in March 2022 to succeed Steven Boal as CEO when Mr. Boal retires from the Company on or before December 31, 2022. Mr. Krepsik has served as our Chief Technology Officer since June 2021, leading the Company’s strategy and insights team as well as its engineering, product management, business development and media strategy functions. Mr. Krepsik has also recently taken over the information technology (IT) function for the Company. Prior to his promotion to Chief Technology Officer, Mr. Krepsik served as our Chief Analytics Officer from April 2021 through June 2021, having joined the Company in April 2021. Prior to joining Quotient, Mr. Krepsik served for 15 years in various managerial roles at Nielsen, most recently as Senior Vice President and General Manager of Outcomes Products (2019-2021), in which he led Nielsen’s development and deployment of attribution, media planning and activation products. Mr. Krepsik’s other positions at Nielsen included Global Head of Analytics Products (2016-2019), Executive Director of Analytics Asia-Pacific, Middle East and Africa (2012-2016), and Vice President, Analytics North America (2006-2012). He also had an integral role in Nielsen’s strategic review process, which culminated in the sale of its NielsenIQ business to Advent International for $2.7 billion. Mr. Krepsik’s academic career includes coursework at the London School of Economics as well as Bachelors and Master’s degrees in Economics from Marshall University and Miami University, respectively. We have determined that Mr. Krepsik is qualified to serve as a member of our Board due not only to his

CEO-designee

status but also his deep digital industry experience as well as his institutional knowledge and operational experience acquired from leading the Company’s strategy and insights team as well as its engineering, product management, business development and media strategy functions.

Robert McDonald

has served on our Board since November 2018 and as Chairman of our Board since March 2022. Mr. McDonald currently serves on boards of various companies and organizations, private and public,

non-profit

and

for-profit.

Mr. McDonald served as the U.S. Secretary of Veterans Affairs from July 2014 until January 2017. Mr. McDonald was Chairman and Chief Executive Officer of Procter & Gamble Company from January 2010 until June 2013. Mr. McDonald joined Procter & Gamble in 1980 and served in various positions for that company. He was named Procter & Gamble’s Vice Chairman, Global Operations in 2004; Chief Operating Officer in 2007; President and Chief Executive Officer in 2009; and Chairman of the Board in 2010. Mr. McDonald has served on the board of directors of Audia Group since 2017, a private international plastics producer company, has served as chairman of the West Point Association of Graduates, a private

non-profit

organization, since January 2022. From 2005 to July 2014, Mr. McDonald served on the board of directors of Xerox Corporation, a provider of document management solutions, and from January 2014 to July 2014 Mr. McDonald served on the board of directors of United States Steel Corporation, an integrated steel producer, both of which are public companies. Mr. McDonald served on the board of directors of Partnership for Public Service from 2017 to 2021, served on the board of directors of Institute for Veterans and Military Families from 2018 to 2021, and served on the board of directors as Chairman of RallyPoint Networks from 2017 to 2022. Mr. McDonald graduated from the United States Military Academy at West Point in 1975. He earned his M.B.A. from the University of Utah in 1978. We have determined that Mr. McDonald is qualified to serve as a member of our Board because of his deep industry experience and knowledge of operational matters. Additionally, his extensive experience as a public company executive and director allows him to provide valuable knowledge and guidance to the Board and to enable him to lead effectively in his capacity as Chairman of the Board.

Continuing Directors

Andrew “Jody” Gessow

has served on our Board since May 2013. Mr. Gessow currently serves as a managing partner at DivCore Equity Partners, a real estate investment firm and as senior advisor at

Divco West Real Estate Services (“Divco”). From May 2007 through December 2011, Mr. Gessow was the West Coast Partner and Managing Director of One Equity Partners LLC, the private equity platform of J.P. Morgan Chase & Co. Since January 2020, Mr. Gessow has served on the board of directors of Waterfall Security Solutions, an Israeli private industrial cybersecurity company. Previously, Mr. Gessow served as a member of the board of directors of Mandiant Corporation and the TV Guide Network. Mr. Gessow holds a B.B.A. in Business Administration from Emory University and an M.B.A. from Harvard University. We have determined that Mr. Gessow is qualified to serve as a member of our Board because of his experience in both managing and evaluating companies as an executive officer, board member and investor.

Lorraine Hariton

has served on our Board since January 2021. Ms. Hariton currently serves as the President and Chief Executive Officer of Catalyst, a global nonprofit supported by many of the world’s most powerful CEOs and leading companies to help build workplaces that work for women. Prior to joining Catalyst, Ms. Hariton worked independently as a consultant from 2014 until August 2018. Previously, Ms. Hariton spent 25 years in various senior-level positions in Silicon Valley, including CEO of two venture-backed

start-ups,

before being appointed by President Obama in 2009 as Special Representative for Commercial and Business Affairs at the U.S. Department of State. More recently, she served as SVP for Global Partnerships for the New York Academy of Sciences where she was instrumental in establishing the Global STEM Alliance. From March 2014 to February 2016, Ms. Hariton served on the board of directors of Wave Systems Corporation, a publicly traded data security company, where she was chair of the nominating and governance committee. She also served on the California Board of Accountancy; the Entrepreneurs Foundation, and the Stanford Clayman Institute for Gender Research, amongst others. Ms. Hariton earned a M.B.A. from Harvard University, and a B.S. degree from Stanford University. We have determined that Ms. Hariton is qualified to serve as a member of our Board because of her experience in the technology industry, her executive management experience, her public company experience, and her diversity, equity and inclusion (“DEI”) expertise.

Alison Hawkins

has served on our Board since July 2021. Ms. Hawkins currently serves as a Senior Advisor at Artemis Real Estate Partners (“Artemis”), a women-owned real estate private equity firm where she served as Managing Principal from 2015 to 2021. Ms. Hawkins was initially hired to lead the firm’s capital raise strategy shortly after Artemis’ founding in 2009 and remained in that role until 2013. From 2013 to 2015, Ms. Hawkins was employed by CBRE Global Investors, where as a managing director she held a senior capital-raising and strategic product development role for one of the largest global real estate firms. From 2004 to 2010, Ms. Hawkins served initially as an associate and later as director at Eastdil Secured, a national real estate investment bank, where she advised clients on investment sales and capital markets strategies. From 1999-2000, Ms. Hawkins was general counsel of Kibu, Inc., a venture-backed internet marketing company, and from 1990-1999 Ms. Hawkins served initially as an associate attorney and later as a partner with Milberg Weiss Bershad Hynes & Lerach LLP, a class action litigation firm. A graduate of Occidental College (A.B.), American University (J.D.), and the Wharton School (M.B.A.). Ms. Hawkins holds the Chartered Alternative Investments Analyst designation and is a member of the State Bar of California. She is a member of the Occidental College Board of Trustees, where she serves on the board’s audit and investment committees. We have determined that Ms. Hawkins is qualified to serve on the Board because of her executive experience, her financial skills relating to company operations, investment evaluation and capital raising, her legal practice and risk management experience, and her DEI oversight experience.

Steve Horowitz

has served on our Board since June 2015. Mr. Horowitz is currently a partner at Alpha Edison, a venture capital firm. Mr. Horowitz served as Vice President of Technology at Snap Inc. (“Snap”), a public camera company, from September 2017 until March 2019, and previously served as Vice President of Hardware with Snap from January 2015 until September 2017. Before joining Snap, Mr. Horowitz served as Senior Vice President of Software Engineering at Motorola Mobility, LLC, a public mobile communications company, formerly a Google company, from December 2012 through January 2015. From January 2009 through November 2012, Mr. Horowitz served as our Chief Technology Officer. Prior to that he worked at Google, Microsoft and Apple. Mr. Horowitz holds a B.A. degree from the University of Michigan, Ann Arbor. We have determined that Mr. Horowitz is qualified to serve as a member of our Board because of his significant industry, technology and company experience.

David Oppenheimer

has served on our Board since July 2017. Mr. Oppenheimer is currently a President of Oppenheimer Advisors and General Partner of Verissimo Ventures. Mr. Oppenheimer served as the Chief Financial Officer at Udemy, Inc., a global marketplace for learning and teaching online, from July 2018 through February 2019. Previously Mr. Oppenheimer was Chief Financial Officer at Planet Labs Inc., a space and analytics company, having served in that role from October 2015 through August 2018. From April 2013 through February 2015, Mr. Oppenheimer served as Chief Financial Officer at Ebates Inc. (acquired by Rakuten, Inc.), an

e-commerce

company. Since April 2020, Mr. Oppenheimer has served on the board of directors of Lumus Ltd, an Israeli private augmented reality technology company. Additionally, Mr. Oppenheimer served on the board of directors and audit committee of HotChalk, Inc., a Delaware private education software company, from May 2015 until December 2020, and The Olympic Club, a private company, from January 2018 until December 2020. Mr. Oppenheimer holds a B.S. in Mechanical Engineering from the State University of New York at Buffalo and a M.B.A. from the University of California, Berkeley. We have determined that Mr. Oppenheimer is qualified to serve as a member of our Board because of his experience serving on audit committees and expertise in financial accounting at technology companies.

Eric D. Higgs

has served on our Board since

March 2022

Mr. Higgs has more than two decades of leadership experience overseeing marketing strategy development and product execution in the consumer goods and retail industry. Since June 2020, Mr. Higgs has served as the Chief Executive Officer of the Boys & Girls Clubs of Middle Tennessee, where he leads the organization’s strategic direction, oversight of organizational operations, financials, programming, brand reputation and talent recruitment. Prior to his role at the Boys & Girls Clubs of Middle Tennessee, Mr. Higgs served in a number of roles with increasing responsibility at Bridgestone Americas from May 2016 to March 2020. He served as Senior Vice President, Marketing Operations (April 2020 to May 2020), where he was responsible for helping shape the future of Bridgestone Americas’ tire and solutions business and creating synergies between the marketing and sales organizations. Prior to this, he served as President of Bridgestone Americas’ Commercial Truck and Retread business (September 2018 to March 2020). Prior to joining Bridgestone, he spent approximately four years at Kimberly Clark from 2012 to 2016, during which he drove sales growth in two of its key businesses. Mr. Higgs also spent over 18 years at Procter & Gamble from 1994 to 2012 leading marketing efforts and product launches for a number of business lines. Mr. Higgs holds a B.S. in Chemical Engineering from the University of Illinois and an M.B.A. from the Fuqua School of Business at Duke University. We have determined that Mr. Higgs is qualified to serve as a member of our Board because he brings decades of leadership experience in the consumer goods and retail industry, his successful track record of building and growing brands through traditional and digital outlets and in driving improved sales and profitability, and his extensive sales and marketing knowledge as bringing value to the Company’s efforts to enhance its product portfolio and business operation.

Director Not Standing For

Re-Election

Steven Boal,

the founder of the Company, announced in March 2022 that he will retire as Chief Executive Officer on or before December 31, 2022 and will not stand for

re-election

as a director of the Company when his term ends at the 2022 Annual Meeting of Stockholders.

For information on the business background of Mr. Boal, see “Executive Officers” below.

Executive Officers

The following table identifies certain information, as of April 29, 2022, about our current executive officers and persons chosen to become executive officers. Officers are appointed or elected by the Board to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers. There are no arrangements or understandings between an executive officer and any other person pursuant to which such executive officer was or is to be selected as an officer.


Name	Age	Position(s) with Quotient
Steven Boal (1)	56	Chief Executive Officer and Board Member

Scott Raskin	60	President

Yuneeb Khan (2)	46	Board-Appointed Future Chief Financial Officer, Principal Accounting Officer and Treasurer

Matthew Krepsik (3)	40	Chief Technology Officer and Chief Executive Officer-Designee

Connie Chen	55	General Counsel, Compliance Officer and Secretary

John Kellerman (4)	53	Interim Chief Financial Officer

(1)	On March 24, 2022, the Company announced Mr. Boal’s intention to retire as CEO by December 31, 2022 and his decision to not stand for re-election as a Class II member of the Board of Directors.

(2)	On April 13, 2022, the Company announced Mr. Khan’s appointment as future CFO and that he is expected to join the Company by July 2022.

(3)	On March 24, 2022, the Company announced Mr. Krepsik will assume office as the Company’s next CEO upon Mr. Boal’s retirement as CEO. For information on the business background of Mr. Krepsik, see “Directors” above.

(4)	On April 13, 2022, the Company announced Mr. Kellerman’s appointment as Interim CFO effective April 5, 2022 until Mr. Khan commences his service as CFO.

Steven Boal

, who will be stepping down from the CEO role no later than December 31, 2022, founded Quotient in 1998. Mr. Boal has served as our Chief Executive Officer since August 2019, has been a member of the Board since 1998, and served as Chairman of our Board from August 2019 until March 2022. Mr. Boal was our Executive Chairman from September 2017 to August 2019, our CEO from 1998 until September 2017, our Chairman from February 2017 until September 2017, and our President from 1998 until September 2015. Prior to founding Quotient, Mr. Boal served as Vice President of Business Development for Integral Development Corporation, a privately held financial software company. Mr. Boal currently serves on the board of directors of Matia Robotics, a private robotic mobility device company, and OneTable.org since December 2020, a national

non-profit

organization. Mr. Boal holds a B.A. from the State University of New York at Albany.

Scott Raskin

has served as our President since August 2019. Mr. Raskin served on our Board from February 2017 until August 2019 and was Lead Independent Director from November 2017 until August 2019. From June 2019 to August 2019, Mr. Raskin served as an operating partner with Khosla Ventures, a venture capital firm. Mr. Raskin served as the President and Chief Executive Officer at Spigit Inc. (formerly known as Mindjet), a provider of innovation management software from June 2006 until December 2018 (Spigit was acquired in December 2018). Prior to joining Spigit, Mr. Raskin served as President and Chief Operating Officer, from May 2001 to June 2006, at Telelogic AB, a publicly traded, international software company. Additionally, from June 2019 until January 2022 Mr. Raskin served as chairperson of the board of directors of Neology Inc., a private company and global innovator that is

re-imagining

mobility for smart cities and safer communities; from January 2015 until January 2022 served on the board of directors of MariaDB, a Finnish private company; and from January 2012 to July 2014, served on the board of directors of Cision AB, a Swedish, publicly traded software and information services company, where he was also a member of the compensation committee of its board of directors. Mr. Raskin holds a B.B.A. from the University of Texas.

Matthew Krepsik

, was designated by the Board in March 2022 to succeed Steven Boal as CEO when Mr. Boal retires from the Company on or before December 31, 2022. Mr. Krepsik

has served as our Chief Technology Officer since June 2021, leading the Company’s strategy and insights team as well as its engineering, product management, business development and media strategy functions. For information on the business background of Mr. Krepsik, see “Directors” above.

Yuneeb Khan

, whom the

Board determined to appoint to the CFO role on March 28, 2022 and who is expected to join the Company by July 2022, currently serves as President of the Global Consumer Insights business of NielsenIQ, a world-renowned marketing and consumer intelligence enterprise that provides critical research, data and strategic insights about consumer behavior in more than 80 countries. Mr. Khan is a seasoned executive with more than 25 years of experience in leading commercial and product strategies for global businesses, guiding meaningful financial turnarounds, and driving global mergers and acquisitions. Mr. Khan joined Nielsen in January of 2010 and, during his

12-year

tenure with the company, has served in several high impact roles and driven high profile strategic projects. Immediately prior to his current role, he served as President of the Global Customized Intelligence business of NielsenIQ from 2020 to 2021. Prior to that, he served as the Chief Financial Officer (CFO) of Nielsen Global Connect (now NielsenIQ) with revenues of over $3 billion, over 30,000 employees, and operations in 100+ countries, from 2019 to 2020. While in this role, the business returned to growth and he played a pivotal role in the strategic review process that resulted in the creation of NielsenIQ, an independent privately held company. He was instrumental in driving significant operational efficiencies as the CFO of Nielsen’s Global Technology and Operations (2014 to 2019) and significantly strengthened the global finance processes by establishing a process driven regional operating model. He is a respected leader with a well-established reputation for developing talent and high-performing global teams with a leadership style described as empathetic, principled, and genuine. In 2020, he was awarded the prestigious Arthur C. Nielsen award as recognition for the significant contributions he has made to the Nielsen business. Prior to Nielsen, from December 1995 to January 2010, Mr. Khan held several financial partnership, regulatory and advisory roles around the globe with large blue-chip companies, including General Electric, United Technologies, Kinnevik, Bristol Myers Squibb, and PricewaterhouseCoopers. He is a chartered accountant from the Institute of Chartered Accountants of Pakistan (1999) and a graduate of the Advanced Management Program (2021) of Harvard Business School.

Connie Chen

has served as our General Counsel, Compliance Officer and Secretary since January 2016 and served as our Senior Director of Legal Affairs from October 2014 to December 2015, and Director of Legal Affairs from September 2013 to October 2014. From 2005 to August 2013, she served as vice president, litigation and deputy general counsel at Rambus Inc., a semiconductor and IP product company. Prior to Rambus, Ms. Chen held positions at the law firm of Morrison & Foerster LLP and WebMD, an internet healthcare technology company, where she served as assistant general counsel. Ms. Chen holds an A.B. from Stanford University and a J.D. from Stanford Law School.

John Kellerman

, the Company’s Vice President, Chief Accounting Officer whom the Board appointed to serve as the Company’s interim Chief Financial Officer (“interim CFO”) effective April 5, 2022 until Mr. Khan commences his service as CFO, has over 30 years of experience in financial reporting, accounting operations and internal audit services. He has served as Quotient’s Vice President, Chief Accounting Officer since March 2020. Prior to that, he served as VP Internal Audit at

Bio-Rad

Laboratories, Inc. from August 2017 to March 2020, and as VP Controller at Gracenote, Inc. from October 2015 to August 2017. He served in various roles of escalating responsibility at Autodesk, Inc. from 2000 to 2015, culminating in his position as Assistant Controller from 2011 to October 2015. Mr. Kellerman holds a B.S. in Accounting from California State University, Sacramento.

Audit Committee and Financial Experts

Our Audit Committee currently consists of Messrs. Oppenheimer and Higgs and Ms. Hawkins, with Mr. Oppenheimer serving as our Audit Committee chairperson. Ms. Hawkins joined the Audit Committee on July 30, 2021 and Mr. Higgs joined the Audit Committee on March 23, 2022. Our Board has determined that all of the members of the Audit Committee possess the level of financial literacy and sophistication required under the listing standards of the NYSE, and that Mr. Oppenheimer is an audit committee financial experts as defined by SEC rules. Our Board has also determined that Messrs. Oppenheimer and Higgs and Ms. Hawkins satisfy the independence requirements of Audit Committee members under the applicable rules and regulations of the SEC and the listing standards of the NYSE.

Code of Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of business conduct and ethics is posted on the investor relations page on our website which is located at http://investor.quotient.com. We will post any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website.

Delinquent Section

16(a) Reports

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership of our common stock and any changes in their ownership to the SEC. To our knowledge, based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers that no other reports were required to be filed during our fiscal year ended December 31, 2021 (“Fiscal 2021”), we believe that for Fiscal 2021, all required reports were filed on a timely basis under Section 16(a) of the Exchange Act, except for Ms. Hariton who had one late report on Form 4 on March 3, 2021 relating to a restricted stock unit award that was granted to her on February 5, 2021.

Item 11.

Executive Compensation

The following discusses the compensation for our Named Executive Officers (“NEOs”) for 2021: our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executives.

Steven Boal

(1)

Founder, Chief Executive Officer and Member of the Board of Directors

Scott Raskin

President

Pamela Strayer

(2)

Former Chief Financial Officer and Treasurer

Matthew Krepsik

(3)

Chief Technology Officer and Chief Executive Officer—Designee

Connie Chen

General Counsel, Compliance Officer and Secretary

(1)	On March 24, 2022, the Company announced Mr. Boal’s intention to retire as CEO by December 31, 2022 and his decision to not stand for re-election as a Class II member of the Board of Directors.

(2)	Ms. Strayer resigned as CFO and Treasurer effective April 5, 2022.

(3)	Mr. Krepsik joined the Company as Chief Analytics Officer effective April 26, 2021, and was promoted to the role of Chief Technology Officer on June 1, 2021. On March 24, 2022, the Company announced Mr. Krepsik will assume office as the Company’s next CEO upon Mr. Boal’s retirement as CEO.

Business Overview

Business Description

Quotient is an industry leading digital media and promotions technology company that creates cohesive omnichannel brand-building and sales-driving opportunities to deliver valuable outcomes for advertisers, retailers and consumers. The Quotient platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales.

Our customers consist primarily of consumer-packaged goods (“CPG”) companies and their brand marketers (together referred to as “advertisers”) who want to drive sales and positive brand engagement with shoppers. Our digital marketing platform is designed to produce returns on marketing investment for advertisers by utilizing consumer behavior and intent data to deliver the right marketing message to the right shopper at the right time, through multiple touchpoints while they are engaged online, out of home and

in-store.

Quotient partners with leading advertisers and retailers, including Clorox, Procter & Gamble, General Mills, Unilever, CVS, Dollar General and Peapod Digital Labs, a company of Ahold Delhaize USA.

Business Performance

2021 was a year of progress for Quotient – both financially and operationally. Despite the challenges associated with the global pandemic, we continued to execute on our transformation, and we entered 2022 as a stronger, more agile, more efficient and better positioned company, ready to deliver sustainable and profitable growth in the future.

Some of our financial and strategic highlights from 2021 include:

•

We generated annual revenues in 2021 of $521.5 million, up 17% over the prior year.

•

We generated $40.6 million in Adjusted EBITDA in 2021

, lower from the prior year due to investments made to increase operational efficiency, business model changes to become more competitive, and the impact of supply chain issues that led CPG customers to broadly pull back on promotional spending.

•

We evolved our network partner model in order for partnerships to be more aligned to our objectives of delivering balanced and profitable growth, along with greater value to our partners. Some of our recently announced additions to our promotions network include Microsoft, Figg, and Redbox, while partners such as AutoZone have joined our retailer network.

•

During the first quarter of 2021, we introduced a new offering, our Duration-Based National Promotions solution. We believe this pricing and delivery model change is beneficial to our retailer partners and advertisers as it is outcome-based and permits aligning promotional spend with merchandising plans. Duration-based pricing promotions revenue represented approximately 32% of national promotions revenue during the fourth quarter of 2021, and we expect that percentage to increase in the upcoming quarters.

•

Our Promotion Amplification offering has demonstrated strong sales lift and has expanded opportunities with both existing customers and new ones. We believe Promotion Amplification marks the beginning of the end of the paper circular, and feedback from both CPGs and retailers continues to be strong. Hundreds of millions of dollars are spent producing the weekly paper circular, and both retailers and CPGs would rather those dollars find their way to shoppers, increasing the return on investment (ROI) of that spending amount significantly.

•

In the third quarter of 2021 we introduced self-service capabilities on some of our media products related to sponsored search. With self-service campaigns, the customer decides on campaign objectives and the digital properties on which to place advertisements. We believe moving more business to self-service and away from managed services will enable us to grow more profitably by utilizing the power of our platform technology and reducing the manual effort and overhead expenses associated with managed-service campaign execution.

•

Beginning in the fourth quarter of 2021, we began rolling out a change to our business model with respect to retailer-specific promotion or media campaigns (also known as shopper campaigns). In the new shopper model, we sell shopper campaigns to advertisers on behalf of retailers, who set pricing and determine how shopper media and promotions campaigns are executed through our platforms and network. Under generally-accepted accounting principles, in this model we are the “agent” of the retailers, who are our customers and pay us for the use of our platforms and services. This business model change is designed to provide several benefits to retailer customers including improved pricing transparency and control over the shopper marketing campaign’s prospects for success. We expect this business model change and increased self-service to improve our gross margins in media (though not changing gross profit dollar), with this change benefiting a product category which has historically had lower gross margins.

Below is a summary of our financial performance for Fiscal 2021, in comparison to previous fiscal years:

1	For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, please see the section titled “Executive Compensation—Non-GAAP Financial Measure and Key Operating Metrics” below.

For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, please see the section titled “Executive

Compensation—Non-GAAP

Financial Measure and Key Operating Metrics” below.

Compensation Overview

Annual Meeting Results 2021

Following feedback from our stockholders in 2020, the Company made significant changes to our executive compensation programs for the 2021 fiscal year. We were responsive to investor concerns around our approach to

pay-for-performance

and took swift action to implement substantial changes to our compensation practices and disclosure.

Most notably, in 2021, we restructured our program such that 50% of each NEO’s long-term equity incentive grant was made subject to the Company achieving two quantitative performance objectives over a three-year performance period. The three-year targets are aggressive but in alignment with the Company’s three-year financial plan.

Additionally, we revised our peer group to better reflect companies with similar business characteristics and size in terms of market capitalization and revenue. We also enhanced disclosure around our Annual Incentive Plan design and further described how it supports our

pay-for-performance

philosophy.

We believe that these changes to our executive compensation approach reinforced

pay-for-performance

alignment and addressed stockholder concerns moving forward. Our 2021

“say-on-pay”

proposal received 96% approval, indicating strong stockholder support.

The Company continues to review our

pay-for-performance

philosophy to ensure our compensation programs remain motivational for executives, competitive in the market and against our peer comparator group, and aligned with stockholder interests, feedback, and expectations.

Philosophy

The overall objective of our executive compensation programs is to pay our executive officers competitively and equitably in a way that aligns our business and financial goals, and ties back to overall Company and individual performance. The primary objectives of our executive compensation programs for our NEOs are:

Pay-for-Performance		A significant portion of pay for executive officers is at-risk and performance-based with metrics that align total compensation with the Company’s sustainable growth strategy and values, annual financial objectives, and performance of our stock price. At-risk compensation includes short-term cash and performance-based equity awards as long-term incentives.
Alignment with Stockholders		Our compensation programs align executive officers’ interests with those of our stockholders, by providing equity-based forms of compensation and tying pay to Company and stock performance. We maintain stock ownership guidelines for all executive officers, and we remain committed to a culture of shared success through long-term equity awards. In response to stockholder feedback, we awarded a portion of the 2021 equity grant to performance-based RSUs, and we are continuing to utilize performance-based RSUs in equity grants to executive officers in 2022.
Competitive Appeal		Our compensation programs are designed to attract, reward, and retain talented and highly qualified executive officers whose abilities and alignment to our values are critical to our success. We use market-based pay information to align each executive officer’s compensation to their position, responsibilities, and impact.
Drive Sustainable Growth		We use our compensation programs to invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values.

Strong Governance Practices


We Do		We Don’t
✓ Review compensation programs annually with the Compensation Committee		× Provide single trigger change in control severance benefits

✓ Maintain stock ownership guidelines for all NEOs		× Permit hedging or pledging of equity securities

✓ Emphasize long-term equity in NEO pay mix		× Provide perquisites (other than in connection with relocation)

✓ Engage independent compensation consultant		× Provide tax gross-up payments

✓ Ensure a significant portion of executive pay is “at-risk” dependent on company and/or stock price performance

Compensation Elements

Our compensation program consists of base salary, annual incentive and long-term incentive. Each year the Compensation Committee reviews, for each NEO, the target opportunity value of each of these three elements which we refer to as “Base Salary”, “AIP Target Opportunity”, and “LTI Opportunity”. We refer to the aggregate of the target opportunity value of each element as Total Direct Compensation (“TDC”). The Compensation Committee considers market practices, the criticality of the role to the business, retention objectives as well as other factors such as company and individual performance to determine the appropriate TDC for each NEO and the mix of each element in the total. Each element is described in the table below.


Element	Purpose	Characteristics
Base Salary	Attract and retain talent	• Fixed: 100% cash • Size reflects market benchmarking, role responsibility, experience and individual performance and criticality to our success
Short-Term Incentive ( Annual Incentive Plan (“AIP”))	Motivate and reward accomplishment of short-term business goals	• Variable: 100% cash • AIP Target Opportunity reflects market practice expressed as % of base salary • Payouts are fully formulaic • In 2021, metrics were revenue and Adjusted EBITDA each weighted at 50% to align with our strategy and with a 75% blended achievement threshold required for payout in order to align with stockholder interest
Long-Term Incentive (Long-Term Incentive (“LTI”))	Motivate and reward sustainable long-term performance Align delivered pay to returns experienced by stockholders Attract and retain talent	• Variable: 100% equity • LTI Opportunity is sized based on market practices, role responsibility, retention objectives, and individual performance • Denominated 50% in time-based RSUs and 50% in performance-based RSUs based on market best practices and aligned with stockholder interest • 2022 performance-based RSUs are measured against Gross Margin attainment with a stock price modifier

A significant proportion of each NEO’s target TDC is variable and

at-risk

due to its dependence on the achievement of preset, objective and quantitative performance goals in the Annual Incentive Plan and long-term incentive awards based on the Company performance, as shown in the charts below.

The charts below reflect the mixture of Base Salary, AIP Target Opportunities, and LTI Opportunities for each of the NEOs.

(1)	Compensation Pay Mix is representative of 2021 total target compensation. Total target compensation for Mr. Krepsik is reflective of his pay after his June 1, 2021 promotion to Chief Technology Officer.

(2)	2022 Long Term Incentive target for CEO and other NEOs is denominated in 50% performance-based RSUs and 50% time-based RSUs.

How Pay Decisions Are Made

The Compensation Committee follows a robust annual cycle to plan and review philosophy, goals, and execution of our executive compensation programs to ensure they align with company objectives and strategy. Typically our CEO makes compensation recommendations for NEOs and other members of the executive leadership team for consideration and approval by the Compensation Committee in Q1 each year. The CEO does not participate in recommendations or discussions relating to his own compensation.

The Compensation Committee, with the assistance of an independent consultant, considers multiple factors including peer group and market survey data, company and individual performance, stockholder feedback, and judgment on what is in the best interests of the Company in making recommendations on CEO pay for approval by the Board.

Highlights from our annual schedule are outlined in the below table.


Timing		Focus Areas

Q1		• Evaluated business performance and financial metrics for the prior fiscal year under the Annual Incentive Plan (AIP) • Discussed individual contributions, performance, and future potential of NEOs to determine compensation adjustments and overall pay mix targets • Finalized new Long-Term Incentive Program (“LTI Program”) for NEOs based on stockholder feedback, updating plan to include Performance Restricted Stock Units • Aligned on performance measures, targets, and plan design for the AIP and any performance-based equity metrics

Q2		• Completed market review of Change in Control agreement provisions to ensure market competitiveness and internal equity • Analyzed annual Compensation Program Risk Assessment

Q3		• Reviewed annual meeting results including 96% approval of “say-on-pay” advisory vote from stockholders • Evaluated and set peer comparator group to be used for the upcoming compensation cycle • Reviewed talent and leadership development goals and progress against succession planning objectives for future leadership

Q4		• Benchmarked compensation programs against peer comparator group to further prepare for pay decisions for the coming year • Discussed equity strategy and approach for 2022 and beyond • Reviewed performance and learning culture goals and progress against performance planning objectives for executive leadership

Peer Group

When evaluating executive compensation, the Compensation Committee reviews the pay practices and pay levels in a comparative group of companies of similar size and business sector to Quotient. We review the peer group annually for relevance and alignment with best practices and investor preferences. The peer group and the compensation assessment is just one input into the Company’s policy setting and pay decisions that is considered by the Compensation Committee. The selection criteria for inclusion in the 2021 peer group are summarized in the table below.


Element	Description	Criteria
Industry/Sector	The markets in which the Company competes for product success and talent.	Public US-based software-as-a-service companies, marketing services companies, and interactive media & services companies. If possible, companies with corporate headquarters in key technology hub locations.
Revenue	Trailing Twelve Month (“TTM”) revenue is within a comparable range of Quotient’s revenue.	Generally between 0.5x to 3.7x ($300M to $1.6B) of Quotient revenue.
Market Capitalization	Market capitalization is within a comparable range of Quotient’s market capitalization.	Generally between 0.5x to 4.0x ($300M to $3.0B) of Quotient market capitalization.

The peer group data analysis includes target base salary, annual incentive and long-term award values for similarly situated executives at the 25

, 50

, and 75

percentiles. In selecting the peer companies, the Compensation Committee tries to place the Company at or near the median or 50

percentile for revenue as a proxy for business scale given market volatility in valuations. At the time that the peer group was approved, the Company was at the 46th percentile for revenue.

The peer group data may also be supplemented with other relevant market data supplied by our independent compensation consultant, Aon’s Human Capital practice, a unit of Aon plc (the “Compensation Consultant”) that reflect companies of a similar profile as the peer group from broader survey data. This data is used, in addition to the peer group data, to ensure a relevant sample for informing pay decisions. The Compensation Committee looks at the peer group as part of its annual review and will continue to adjust the peers as appropriate.

In the third quarter of 2020, the Compensation Committee approved the peer group to be used to examine executive pay levels, pay mix and pay policies for setting the

go-forward

program for the NEOs in 2021. Based on ongoing feedback from stockholders that revenue and market cap comparisons may be too aggressive, the 2021 peer group was updated to include a more balanced approach to peer comparison. Drawing from an analysis from the Compensation Consultant, the Committee approved the peer group selection criteria, and agreed to update the peer group revenue range and market cap, to align more closely to Quotient’s projected revenue.

The peer group companies for 2021 pay decisions are listed below

(1)


2U, Inc.		LivePerson, Inc.	Stamps.com Inc.
8x8, Inc.		QAD (2)	TripAdvisor (2)
Benefitfocus, Inc.		QuinStreet, Inc.	TrueCar, Inc.
Box, Inc.	��	Rapid7, Inc.	Workiva (2)
Cloudera, Inc.		Shutterstock, Inc.	Yelp Inc.
Cornerstone OnDemand, Inc.		SPS Commerce, Inc.	Zuora (2)

(1)	Five9, Grubhub LogMein, Q2, and TradeDesk were removed from the peer group based on revenue and market capitalization comparison.

(2)	QAD, TripAdvisor, Workiva, and Zuora are new members of the peer group selected in 2020 based on industry, revenue, and market capitalization comparison.

Compensation Elements

Base Salary

Base pay is fixed compensation delivered in return for

day-to-day

job responsibilities, leadership skills and experience. Our goal is to provide base salary compensation that is market competitive in comparison with roles of similar size and business-decision authority in our industry. Market competitive base pay helps to attract and retain executive talent. The Compensation Committee reviews each NEO’s base salary annually considering market comparisons, prevailing market conditions, role scope, individual experience and performance, and internal equity.

During the annual compensation review process the Compensation Committee approved no change in base pay to Mr. Boal. The Compensation Committee determined that while it is imperative to continue to align Mr. Boal’s compensation to market levels, compensation opportunities for the Chief Executive Officer should be focused on a competitive pay mix and performance results through incentive pay metrics.

The Committee did approve small increases to base pay for Mr. Raskin and Ms. Chen as a reflection of their individual performance as well as role scope and compensation compared to peer group companies. Mr. Krepsik was hired on April 26, 2021, with an initial base salary of $350,000, which the Compensation Committee believed was commensurate with his role as Chief Analytics Officer. When Mr. Krepsik was promoted on June 1, 2021 to Chief Technology Officer, his compensation was adjusted to reflect the change in responsibilities. This included an increase to base pay.


Named Executive Officer	Base Salary as of December 31, 2020		Base Salary as of December 31, 2021		% Change
Steven Boal	$	500,000	$	500,000		—	%
Scott Raskin	$	450,000	$	465,000		3	%
Pamela Strayer	$	450,000	$	450,000		—	%
Matthew Krepsik (1)	$	—	$	375,000		—	%
Connie Chen	$	375,000	$	380,000		1	%

Annual Incentive Plan

Purpose

The purpose of the Annual Incentive Plan (AIP) is to:

•

motivate and reward accomplishment of short-term business goals;

•

align executive focus on balanced revenue and Adjusted EBIDTA results.

Metrics

At the beginning of 2021, the Board, following a recommendation from the Compensation Committee, approved the AIP plan’s metrics and the performance targets that governed payouts. The Committee selected revenue and Adjusted EBITDA

(see note below for definition)

metrics, with such factors weighted equally.

The Committee believes that this selection provided the appropriate balance of growth and profitability as the short-term focus for the executive team and was well aligned with stockholder priorities.

Performance targets were established for each metric that were intended to be challenging yet achievable with focus and strong execution. The targets were set to align with the annual operating plan and the full year guidance provided in Q1 2021.

The Compensation Committee recommended and the Board approved revenue and Adjusted EBITDA as the corporate financial performance measures that supported our annual operating plan. We define (i) “revenue” as GAAP revenue as reflected in our quarterly and annual financial statements; and (ii) “Adjusted EBITDA” as net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other income (expense) net, provision for (benefit from) income taxes, net change in fair value of escrowed shares and contingent consideration, enterprise resource planning software implementation costs, charges related to certain acquisition related costs, impairment of capitalized software development costs and restructuring charges, and as applicable, other special items.

AIP Target Opportunities & Payment Methodology

In 2021, with the creation of performance-based equity awards as part of our LTI Program, and in alignment with short-term incentive plans of peer group companies, the Compensation Committee agreed that the short-term AIP would be denominated 100% in cash. This approach is representative of a balanced pay mix for our executives, and is also in alignment with market benchmarks for total target cash compensation as compared to our peer group companies.

The Compensation Committee reviewed incentive opportunity at target for each NEO based in part on the market practices of similarly situated companies, the criticality of the role to the Company in the context of internal peer comparisons as well as the overall total direct compensation objectives for the business. Based on this review, it was determined that the target opportunity percentage for each executive (other than Mr. Krepsik, who was hired in 2021) would remain unchanged for the 2021 AIP. The target is expressed as a percentage of base salary as outlined below.


NEO	2020 Target Incentive as % of base salary			2021 Target Incentive as % of base salary
Steven Boal		100	%		100	%
Scott Raskin		100	%		100	%
Pamela Strayer		75	%		75	%
Matthew Krepsik (1)		—	%		75	%
Connie Chen		60	%		60	%

(1)

Mr. Krepsik’s bonus opportunity is reflective of his compensation at the time of promotion to the Chief Technology Officer role. Upon promotion, his bonus opportunity moved from 60% to 75%. His annual bonus was

pro-rated

to reflect the portion of the year during which he was employed with the Company, as well as the bonus opportunity applicable to him prior to and following his promotion to the role of Chief Technology Officer.

Plan Formula

At the start of the year, the Compensation Committee approved the goals and performance levels to be evaluated under the plan. Revenue and Adjusted EBITDA are considered key to the underlying health of the business and aligned with long-term stockholder success. Achievement in each metric was assessed and expressed as a percentage of the target, weighted equally (at 50% for each metric). At the end of the year, performance was evaluated against the

pre-established

goals. The Compensation Committee believes that this focus on growth and profitability provides for balanced decision making and business discipline.

Payout under the AIP is determined as the average of the Company’s attainment of Revenue and Adjusted EBITDA metrics. Under this blended performance calculation, both metrics together must achieve a threshold of 75% to fund an incentive payout. The results are then correlated to a payout scale to determine the final payout against plan. The Revenue performance scale above and below target is narrowed such that threshold and maximum milestones are approximately 93% and 107% respectively, corresponding to funding levels of 75% and 125% respectively. This funding curve reflects our commitment to pay for strong performance, while not motivating excessive risk-taking by leaders. At the time that the goals were set, the Committee believed that the threshold, target and stretch goals would require significant operating performance by the business leaders.

The Compensation Committee believes that balanced financial metrics for incentive compensation continue to drive business performance aligned to continued growth and profitability. The Revenue and Adjusted EBITDA targets are consistent with the Company’s strategic goals and are designed to be challenging, yet achievable with strong performance.

In 2021, the Company was working through a business transformation, which resulted in accounting changes that moved revenue recognition of certain products from gross revenue to net revenue. As our business evolves, we may offer new capabilities, pricing, service models, process and delivery methods to advertisers and retailers. These new capabilities may continue to change the way we generate and/or recognize revenue, which could impact our operating results. As a result of these changes, and the application of the accounting rules relating to such changes, in 2021 we began recognizing certain media revenue on a net basis. We assumed that such revenue would be recognized on a gross basis when setting the AIP revenue target.

Despite this change in revenue recognition methodology, the Committee did not adjust the AIP targets. However, as part of the final calculation, the Committee approved a final revenue achievement that aligned to the original gross revenue-recognition assumption for the subset of 2021 revenues that was affected by this accounting methodology change.

The following tables summarize the performance – payout formula as it was applied in 2021.


2021 AIP Performance Payout Scale
Achievement	Revenue Attainment	Adjusted EBITDA Attainment	Payout %
Maximum	585M	83M	125%
Target	545M	66M	100%
Threshold (1)	505M	50M	75%

(1)	Either metric can fall below 75% of target and the plan will still pay out, as long as average of both metrics is above the 75% threshold.


Actual 2021 AIP Performance Achievement
Metric	Target $M	Actual Achievement		Weight %	Weighted Blended Achievement %
Metric	Target $M	$M	%	Weight %	Weighted Blended Achievement %
Revenue	545	526	88%	50%		44.0	%
Adjusted EBITDA	66	41	62.0%	50%		31.0	%
Blended Performance						75.0	%

Actual Annual Incentive Payouts

Final financial performance for 2021 funded the Annual Incentive Plan (AIP) at 75% as outlined in the plan design. The Compensation Committee approved the cash payment based on financial results as compared to the plan design.

The NEO payout awards were denominated in cash in accordance with the plan design described above and as outlined in the following table. We did not apply an individual performance factor into the final calculation, preferring to hold all executive leaders accountable to total company performance.


Name	Target Opportunity $		Payout %			Payout Value $
Steven Boal		500,000		75	%		375,000
Scott Raskin (1)		465,000		75	%		345,977
Pamela Strayer		337,500		75	%		253,125
Matthew Krepsik (2)		281,250		75	%		138,198
Connie Chen (1)		228,000		75	%		170,446

(1)	Payout for Mr. Raskin and Ms. Chen was pro-rated to account for their change in base salary effective April 1, 2021.

(2)	Payout for Mr. Krepsik was pro-rated for his April 26, 2021 hire date and his AIP target was also prorated based upon the bonus opportunity applicable to him during his time as his Chief Analytics Officer and then his promotion as Chief Technology Officer effective June 1, 2021.

Long-Term Incentive Program

Purpose

Long-term incentive awards are denominated 100% in equity to:

•

motivate and reward sustainable long-term performance;

•

align delivered long-term pay with the returns experienced by stockholders; and

•

attract and retain talent.

Program Design & Metrics

Following its comprehensive review of executive compensation programs in 2020 in response to stockholder feedback, the Compensation Committee implemented a new LTI program for executive team members in 2021.

The LTI program was enhanced by introducing objective, quantitative performance conditions to the vesting of awards, making a portion of the equity awards performance-based restricted stock units (“PSUs”).

Fifty percent of each NEO’s 2021 annual LTI grant is subject to the Company achieving two quantitative performance objectives over a three-year period, as described in further detail below. The Compensation Committee selected Gross Margin dollars combined with a stock price modifier to govern payouts. The three-year targets are challenging but in alignment with the three-year financial plan.

The grant of the PSUs is intended to create a multi-year performance assessment with goals set at threshold, target, and maximum payout. The threshold for payment with respect to the PSU awards is set at 75% attainment of the Gross Margin goal, with maximum payout capped at 200% against the Gross Margin goal. At the end of the three-year assessment period, any achievement below threshold would result in no payout and all PSUs would be forfeited.

The stock price modifier metric was designed to further align executive incentive to stockholder interests and was deemed to be a stretch goal with significant effort required to achieve targets. Further, meeting or exceeding the stock price hurdle would have no impact on the PSU payout, but not achieving the stock price goal would reduce the final payout by 20%, regardless of achievement against the Gross Margin metric.

As part of a transition from a

one-year

program to a multi-year program, the 2021 LTI program includes an evaluation of performance at the end of year 2 to create alignment to sustained improvement in Gross Margin dollars if specific targets are achieved at that point. If Gross Margin target metric(s) were achieved at the

2-year

intermediate assessment, executives would earn a portion of their PSUs in advance. Further detail of the performance conditions applicable to the PSU awards is outlined in the following table.


Goal	Metric	Plan Characteristics & Payout
Assess Operating Performance	Gross Margin Dollars	Aligned to 3 year operating plan • Metrics set at threshold, target, and maximum • Broad payout range at target to avoid consequences for performance close to target • Gross Margin performance will be assessed at interim 2-year mark and if at-or-above target, an interim payout would be earned
Align to Stockholder Interest	Stock Price Modifier	Aligned to stockholder interest • Intended to be an aggressive goal • Avoids volatility of point-in-time measurements • Mitigates exposure to extraordinary impacts in final assessment year

The remaining fifty percent of each grant was denominated in the form of RSUs subject to time-based-restrictions with a four-year ratable vest, consistent with the 2020 LTI program approach. The Compensation Committee believes that RSUs help stabilize retention during periods of stock price volatility.

Upon vesting, the PSU and RSU awards become settled in the form of common stock of the Company.

Target Opportunities

When determining the size of the awards, the Compensation Committee considers the executive’s position and responsibilities, their equity holdings, potential incentive and retention value, competitive market data, the executive’s anticipated future contribution to our success, and internal pay equity. Equity awards are also designed to ensure that executives’ long-term interests are aligned with stockholders’ interests.

Generally, all equity awards granted by the Compensation Committee have the grant date and vesting commencement date of the first of the month following approval. All annual grants of RSUs vest quarterly over four years from the vesting commencement date. All new hire grants of RSUs will vest

⁄

after one year and then vest quarterly over the following three years. All equity awards granted to our executive officers are subject to our Stock Ownership Guidelines.

The Compensation Committee established opportunity targets for each NEO based on a review of the market data provided by the Compensation Consultant, individual performance, current equity holdings, dilution relative to market practice, and total direct compensation mix.

The table below shows the approximate grant date fair value of the PSU and RSU grants approved by the Compensation Committee, as well as the number of shares of Company common stock which the NEO is eligible to receive upon vesting of such grant.


2021 LTI NEO Grants
Name	RSUs (1)				PSUs (2)				Total LTI
Name	$		#		$		#		$
Steven Boal		2,500,000		177,809		2,500,000		177,809		5,000,000
Scott Raskin		1,400,000		99,573		1,400,000		99,573		2,800,000
Pamela Strayer		1,400,000		99,573		1,400,000		99,573		2,800,000
Matthew Krepsik (3)		1,428,000		85,000		974,100		85,000		2,402,100
Connie Chen		750,000		53,342		750,000		53,342		1,500,000

(1)

The Compensation Committee approved equity awards for the executive officers (other than Mr. Krepsik) with a fixed grant date dollar value. The number of units granted subject to the PSU and RSU was determined based upon the closing stock price of the Company’s common stock on the grant date (March 1, 2021), which was $14.06.

(2)

This table reflects the number of shares of Company common stock payable to the NEOs with respect to the PSU awards based upon achievement of target performance levels. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for GAAP accounting purposes, the 2021 Summary Compensation Table does not reflect the same PSU values as this table. PSUs shown here are also not reflective of actual payout amounts, which will still be determined at the close of the specific measurement period. Actual payout could be greater or less than what is illustrated here, dependent on the outcome of the applicable LTI performance metrics.

(3)

As a new hire, Mr. Krepsik was granted RSUs representing a right to receive 85,000 shares on May 1, 2021. This award will (i) fully vest with respect to 10,000 RSUs on May 1, 2022, and (ii) with respect to the remaining 75,000 RSUs will vest with respect to 25% of such RSUs on May 1, 2022, and in equal quarterly installments thereafter until May 1, 2025. Upon promotion to Chief Technology Officer on June 1, 2021, Mr. Krepsik was awarded an additional 85,000 shares denominated in PSUs to align him to the LTI all executives participate in. His PSUs will follow the same terms of the program with respect to performance metrics as outlined above.

2022 Compensation Changes

Following its review of the executive compensation program and the Company’s long-term business strategy, and in response to feedback from stockholders, the Compensation Committee approved the changes described below effective for 2022. Because these changes went into effect in 2022, their impact will not be reflected in this

Form10-K/A;

rather, their impact will be reflected in the 2023 proxy statement.

Revisions to Peer Group for Pay Decisions in 2022

In accordance with our normal practice, the Compensation Committee reviewed a peer group analysis prepared by Compensation Consultant to support pay decisions in 2022. As a result, the Compensation Committee adjusted the peer group criteria for revenue and market capitalization to better align to Quotient’s financial growth metrics. No changes were made to the peer group companies.

Revised Peer Group Criteria for Pay Decisions in 2022


Element	Description	Current Criteria	2022 Criteria
Revenue	Trailing Twelve Month (“TTM”) revenue is within a comparable range of Quotient’s revenue.	Generally between 0.5x and 4.0x ($200M to $1.6B) of Quotient revenue.	Generally between 0.5x and 3.7x ($300M to $2B) of Quotient revenue.
Market Capitalization	Market capitalization is within a comparable range of Quotient’s market capitalization.	Generally between 0.5x and 4.0x ($500M to $4.0B) of Quotient market capitalization.	Generally between 0.5x and 4.0x ($500M to $4.1B) of Quotient market capitalization.

Compensation Approach 2022

Base Pay and Bonus Opportunities

Following a thorough annual review of market data and peer group companies, the CEO proposed and the Compensation Committee agreed not to change base pay or Annual Incentive Plan (AIP) targets for NEOs in 2022. In determining compensation for our NEOs, the Compensation Committee considers many variables each year when determining any respective changes to base pay, including recommendations from the CEO.

The Compensation Committee believes that continued focus on

pay-for-performance

through

at-risk

incentive compensation is highly motivational for Quotient executives and further aligns company strategy to stockholder interest.

Compensation Committee Role

The Compensation Committee regularly reviews the philosophy and goals of our executive compensation programs to ensure they align with company objectives and strategy. Typically, our CEO makes compensation recommendations for NEOs and other members of the executive leadership team for approval by the Compensation Committee. The CEO does not participate in recommendations nor discussions relating to his own compensation.

The Compensation Committee, with the assistance of an independent consultant, considers multiple factors including market data from a defined peer group, broader survey data reflecting companies of a similar profile, company and individual performance, stockholder feedback, and judgement on what is in the best interests of the Company in making recommendations on CEO pay for approval by the Board.

Independent Compensation Consultant

The Compensation Committee retained the Compensation Consultant, Aon, to assist in providing market data, analysis and advice on executive and director compensation, and related governance matters, as an independent advisor. Aon and its affiliates did not provide any services to Quotient in 2021 other than executive and director compensation consulting for the Compensation Committee.

The Compensation Committee determined that Aon, as well as its lead individual consultant that advises Quotient, satisfied the independence factors specified in the NYSE listing rules. The Committee also determined that the work performed by Aon in 2021 did not raise any conflict of interest.

Stock Ownership Guidelines

Under our stock ownership guidelines, the CEO and all other NEOs are expected to accumulate and maintain a meaningful level of share ownership. Shares may be owned directly, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children. Under the guidelines, the CEO is expected to own shares of Quotient common stock equal to the lesser of (i) a value equal to five times the CEO’s annual base salary and (ii) 200,000 shares; and all other NEOs are expected to own shares of Quotient common stock equal to the lesser of (i) a value equal to one times his or her annual base salary and (ii) 30,000 shares. Each NEO, including the CEO, is required to meet these expectations within 5 years of first becoming subject to the stock ownership guidelines.

As of December 31, 2021, Messrs. Boal and Raskin and Ms. Chen have already satisfied the stock ownership guidelines, and we believe Mr. Krepsik is on track to meet the objective within the required time frame.

The ownership guidelines are shown in the table below.


Name		Guideline
Steven Boal		Lesser of 5 x salary or 200,000 shares
Scott Raskin		Lesser of 1 x salary or 30,000 shares
Pamela Strayer (1)		N/A
Matthew Krepsik (2)		Lesser of 1 x salary or 30,000 shares
Connie Chen		Lesser of 1 x salary or 30,000 shares

(1)	Ms. Strayer resigned from the Company effective April 5, 2022.

(2)	Mr. Krepsik was promoted to his role as Chief Technology Officer on June 1, 2021, at which time he became subject to the stock ownership guidelines.

Consideration of Risk

The Compensation Committee conducted a risk assessment of Quotient’s compensation policies and practices which included a report from the Compensation Consultant. The Compensation Committee concluded that Quotient’s compensation programs are not reasonably likely to have a material adverse impact on Quotient, its business and its value. Specifically, the Committee noted the following:

•

Good balance of fixed and variable pay does not encourage excessive risk taking

•

Good mix of short-term and long-term pay for officers prevents undue focus on short-term results, and overlapping vesting periods for equity awards exposes management to consequences of decision-making during the period in which any risks would materialize

•

Revenue and Adjusted EBITDA metrics fund the Annual Incentive Plan, and payouts are subject to a maximum cap

•

Executive compensation is reviewed annually, including updates to the peer group

•

Compensation Committee retains an independent compensation consultant

•

Robust share ownership guidelines for executive officers

•

Existence of a company-wide Code of Conduct Policy

•

Robust prohibition against short sales, hedging and pledging activity

Severance and Change of Control

We believe that severance and change of control protections play valuable roles in attracting and retaining executive officers. The Company entered into severance and change of control agreements (each a “Change of Control Severance Agreement” and collectively the “Change of Control Severance Agreements”) with Messrs. Boal, Raskin and Krepsik and Mses. Strayer and Chen. Details of the severance payments that apply in the event of terminations inside and outside a change of control period are detailed under “Potential Payments upon Termination, Change of Control or Certain Other Events”. As part of a standard periodic review, all change of control agreements underwent analysis against market and peer benchmarks. No changes were made to the Change of Control Severance Agreements with our CEO or any of our other NEOs in 2021. However, in April 2022 changes were made to the Change of Control Severance Agreements of Messrs. Raskin and Krepsik, and Ms. Chen. Pease see “Potential Payments upon Termination, Change of Control or Certain Other Events”.

Tax and Accounting Implications

Under Financial Accounting Standard Board ASC Topic 718 we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Section 162(m) of the Code places a limit of $1 million on the amount of compensation deductible by a company in any one year with respect to compensation paid to certain of its officers, called covered employees. To maintain flexibility in compensating our executive officers in a manner that promotes varying corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible, particularly given that the Company currently carries net operating losses.

Other Benefits

Our NEOs are eligible to participate in the same broad-based retirement, health and welfare, and business expense reimbursement policies as other full-time salaried employees.

In certain circumstances, when necessary for business purposes, we may provide additional assistance for executive relocation circumstances.

Non-GAAP

Financial Measure and Key Operating Metrics

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), a

non-GAAP

financial measure, is a key metric used by our management and our Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, to develop short and long-term operational plans, and to determine bonus payouts. In particular, we believe that the exclusion of certain income and expenses in calculating Adjusted EBITDA can provide a useful measure for

period-to-period

comparisons of our core business. Additionally, Adjusted EBITDA is a key financial metric used by the compensation committee of our Board of Directors in connection with the determination of compensation for our executive officers. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as it does for our management and Board of Directors.

Adjusted EBITDA excludes

non-cash

charges, such as depreciation, amortization and stock-based compensation, because such

non-cash

expenses in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods. Additionally, it excludes the effects of interest expense; income taxes; other (income) expense net; change in fair value contingent consideration; impairment of certain intangible assets; certain acquisition related costs; restructuring charges; and a loss contingency/settlement related to a contract dispute. We exclude certain items because we believe that these costs (benefits) do not reflect expected future operating expenses. Additionally, certain items are inconsistent in amounts and frequency, making it difficult to contribute to a meaningful evaluation of our current or past operating performance.

Net loss and Adjusted EBITDA for each of the periods presented were as follows:


	Year Ended December 31,
	2021			2020			2019
	(in thousands)
Net loss	$	(45,568	)	$	(65,381	)	$	(37,057	)
Adjusted EBITDA	$	40,626		$	46,037		$	45,150

Our use of Adjusted EBITDA has limitations as an analytical tool, and one should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•

although depreciation and amortization are

non-cash

charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not reflect interest and tax payments that may represent a reduction in cash available to us;

•

Adjusted EBITDA also does not include the effects of stock-based compensation; amortization of acquired intangible assets; change in fair value of contingent consideration; interest expense; other (income) expense, net; provision for income taxes; impairment of certain intangible assets; certain acquisition related costs; restructuring charges; and a loss contingency/settlement related to a contract dispute; and

•

other companies, including companies in our industry, may calculate Adjusted EBITDA differently than we do, which reduces its usefulness as a comparative measure.

A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, for each of the periods presented is set forth as follows:


	Year Ended December 31,
	2021			2020			2019
	(in thousands)
Net loss	$	(45,568	)	$	(65,381	)	$	(37,057	)
Adjustments:
Stock-based compensation		22,812			28,371			32,137
Depreciation and amortization		29,464			36,352			31,437
Acquisition related costs and other (1)		13,508			12,361			7,670
Change in fair value of contingent consideration, net		1,392			20,234			1,571
Interest expense		15,177			14,521			13,955
Other income (expense), net		210			(1,140	)		(5,223	)
Provision for income taxes		3,631			719			660
Total adjustments	$	86,194		$	111,418		$	82,207

Adjusted EBITDA	$	40,626		$	46,037		$	45,150

(1)

For the year ended December 31, 2021, Other includes a charge of $9.1 million related to the impairment of certain intangible assets due to the circumstances surrounding the termination of our partnership with Albertsons, and restructuring charges of $2.7 million. For the year ended December 31, 2020, Other includes a $8.8 million loss contingency/settlement related to a contract dispute with Albertsons associated with a guaranteed distribution fee arrangement, and restructuring charges of $1.5 million. For the year ended December 31, 2019, Other includes restructuring charges of $4.3 million. Restructuring charges relate to severance for impacted employees. Acquisition related costs primarily include certain bonuses contingent upon the acquired company meeting certain financial metrics over the contingent consideration period, together with diligence, accounting, and legal expenses incurred related to certain acquisitions.

This

non-GAAP

financial measure is not intended to be considered in isolation from, as substitute for, or as superior to, the corresponding financial measure prepared in accordance with U.S. GAAP. Because of these and other limitations, Adjusted EBITDA should be considered along with U.S. GAAP-based financial performance measures, including various cash flow metrics, net loss, and our other U.S. GAAP financial results.

SUMMARY COMPENSATION TABLE

The following table provides information regarding all plan and

non-plan

compensation awarded to, earned by, or paid to, each of our NEOs during the year ended December 31, 2021, December 31, 2020 and December 31, 2019. Except as specified, the footnote disclosures below generally relate only to compensation for 2021. We included footnotes to compensation for prior years in the proxy statements relating to those years.


Name and Principal Position	Year		Salary ($)		Stock Awards ($) (1)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($)			Total ($)
Steven Boal		2021		500,000		2,499,995		—		375,000		6,000	(4)		3,380,995
Founder, Chief Executive Officer and Member of the Board of Directors		2020		500,000		2,499,986		1,999,575		—		7,032			5,006,593
		2019		441,218		1,797,900		1,500,401		—		6,552			3,746,071
Scott Raskin		2021		461,250		1,399,996		—		345,977		6,000	(4)		2,213,223
President		2020		450,000		1,849,992		1,624,655		—		57,032			3,981,679
		2019		224,567		4,267,493		4,016,217		40,018		5,874			8,554,169
Pamela Strayer (6)		2021		450,000		1,399,996		—		253,125		—			2,103,121
Former CFO & Treasurer		2020		450,000		168,743		—		—		100,552			719,295
		2019		75,000		1,499,999		1,499,613		—		92			3,074,704
Matthew Krepsik (5)		2021		254,545		1,388,900		—		138,198		6,000	(4)		1,787,643
Chief Technology Officer and Chief Executive Officer - Designee
Connie Chen		2021		378,750		749,989		—		170,446		6,000	(4)		1,305,185
GC, Compliance Officer and Secretary		2020		368,804		712,492		599,871		—		6,552			1,687,719

(1)

The amounts reported in this column for 2021 reflect the aggregate grant date fair value of RSUs and PSUs granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form

10-K

as of December 31, 2021, as filed with the SEC on March 1, 2022. In accordance with SEC rules, the amounts included in this column for the PSU awards granted during 2021 are calculated based on the probable outcome of the performance conditions. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in this column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the NEOs from them. The value of the PSUs granted in 2021, assuming that the highest level of performance conditions will be achieved, is as follows: $4,722,607 for Mr. Boal, $2,644,659 for Mr. Raskin, $2,644,659 for Ms. Strayer, $1,700,000 for Mr. Krepsik, and $1,416,777 for Ms. Chen.

(2)	The amounts reported in this column for 2021 reflect the aggregate grant date fair market value of the options granted during the year, as computed in accordance with FASB ASC Topic 718.

(3)	The amounts reflected in this column for 2021 represent cash payments earned under our Annual Incentive Plan. For more information please see “ Executive Compensation - Compensation Elements – Annual Incentive Plan. ”

(4)	The amount reported represents 401(k) matching contributions.

(5)	Mr. Krepsik was hired as Chief Analytics Officer effective as of April 26, 2021, and was appointed the Company’s Chief Technology Officer in June 2021.

(6)	Ms. Strayer resigned as CFO and Treasurer effective April 5, 2022.

GRANT OF PLAN-BASED AWARDS

The following table provides information regarding grants of plan-based awards to our NEOs during Fiscal 2021:


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#) (3)		Grant Date Fair Value of Stock And Option Awards ($) (4)
Steven Boal		—		375,000		500,000		625,000		—		—		—		—		—
		3/1/2021		—		—		—		133,356		177,809		355,618		—		—
		3/1/2021		—		—		—		—		—		—		177,809		2,499,995
Scott Raskin		—		348,750		465,000		581,250		—		—		—		—		—
		3/1/2021		—		—		—		74,679		99,573		199,146		—		—
		3/1/2021		—		—		—		—		—		—		99,573		1,399,996
Pamela Strayer		—		253,125		337,500		421,875		—		—		—		—		—
		3/1/2021		—		—		—		74,679		99,573		199,146		—		—
		3/1/2021		—		—		—		—		—		—		99,573		1,399,996
Matthew Krepsik				210,938		281,250		351,563		—		—		—		—		—
		8/1/2021		—		—		—		63,750		85,000		170,000		—		—
		5/1/2021		—		—		—		—		—		—		75,000		1,225,500
		5/1/2021		—		—		—		—		—		—		10,000		163,400
Connie Chen		—		171,000		228,000		285,000		—		—		—		—		—
		3/1/2021		—		—		—		40,006		53,342		106,685		—		—
		3/1/2021		—		—		—		—		—		—		53,342		749,989

(1)	In 2021, the Company changed its Annual Incentive Plan to denominate payout in 100% cash to all NEOs; therefore, all amounts reflect cash, if any, issued under the Company’s Annual Incentive Plan. These amounts represent the threshold, target and maximum cash award levels set in 2021 under the AIP.

(2)

The PSU awards, which were issued under the 2013 Equity Incentive Plan (the “2013 Plan”), are subject to vesting based upon the Company’s performance against certain performance metrics during the period beginning on January 1, 2021 and ending on December 31, 2023. The PSU awards vest with respect to 75% of the target number of PSUs for threshold performance, 100% for target performance, and 200% for maximum performance; provided that (i) up to

one-third

of the maximum possible PSUs may be deemed “banked” based upon Company performance which is at or above target as of December 31, 2022, and such PSUs have the potential to become vested even in the event that performance goals have been met at less than threshold level as of December 31, 2023, and (ii) the final payment of these awards may be adjusted downward by 20% based upon the Company’s performance against certain performance metrics. The numbers reflected in this column do not reflect any 20% downward adjustment as described herein. With the exception of certain qualifying terminations of employment (as described under “Potential Payments upon Termination, Change of Control or Certain Other Events,” the executive generally must provide service through the vesting date in order to vest in his or her PSUs.

(3)

The RSUs granted under the 2013 Plan to each of the NEOs (other than Mr. Krepsik) in 2021 were granted subject to time-based vesting in quarterly installments over the four year period beginning on March 1, 2021, provided that the executive remains continually employed through each applicable vesting date. Mr. Krepsik’s May 1, 2021 award of 75,000 RSUs shall vest with respect to 25% of the award on May 1, 2022, and in equal quarterly installments thereafter until the May 1, 2025, and his May 1, 2021 award of 10,000 RSUs shall vest in full on May 1, 2022, in each case, subject to his continuous employment through each applicable vesting date.

(4)

The amounts reported in this column reflect the grant date values of stock awards made to our NEOs computed in accordance with with FASB ASC Topic 718. If the outcome of the performance conditions as of the date of grant had been maximum performance, then the grant date fair value of the PSUs would have been as follows: $4,722,607 for Mr. Boal, $2,644,659 for Mr. Raskin, $2,644,659 for Ms. Strayer, $1,700,000 for Mr. Krepsik, and $1,416,777 for Ms. Chen. The assumptions used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form

10-K

as of December 31, 2021, as filed with the SEC on March 1, 2022.

Executive Employment Arrangements

Steven Boal

We have not entered into an employment agreement with Steven Boal, our Chief Executive Officer, and his employment is

at-will.

Mr. Boal’s base salary as of December 31, 2021 was $500,000 and his annual target bonus was 100% of his base salary. Mr. Boal is also eligible to participate in the employee benefit plans made available to most of our other employees.