instructions, then the proxyholders will vote your shares as recommended by the Board on all matters described in this Proxy Statement. Gerard G. Law and Akshay Jagdale, the designated proxyholders, are members of our management. Beneficial Owners—If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the “beneficial owner” of shares held in “street name” and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the virtual Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting virtually. However, if you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid “legal proxy” or obtain a control number from your nominee. Please contact your nominee directly for additional information. What are the voting rights of the holders of our Class A common stock and Class B common stock? As of the Record Date, the Company had 7,202,951 shares of our Class A common stock and 18,677,681 shares of our Class B common stock outstanding (collectively, the “common stock” or “shares”). Holders of shares of our Class A common stock and Class B common stock are each entitled to one vote per share on any matter that is submitted for stockholder approval. Cumulative voting is not permitted with respect to any other matter to be considered at the Annual Meeting. What constitutes a quorum for the Annual Meeting? The presence at the Annual Meeting, virtually or by proxy, of the holders of Class A common stock and Class B common stock representing a majority of the combined voting power of the outstanding shares of stock on the Record Date will constitute a quorum, permitting business to be conducted at the Annual Meeting. As of the Record Date, there were an aggregate of 25,880,632 shares of common stock outstanding, including 7,202,951 shares of our Class A common stock and 18,677,681 shares of our Class B common stock, all of which are entitled to be voted at the Annual Meeting. What proposals am I being asked to vote on at the Annual Meeting? At the Annual Meeting, stockholders will act upon the following proposals: 1. the election of two Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders; 2. the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. the amendment and restatement of the 2021 Stock Incentive Plan (the “2021 Plan”) to authorize an additional 1,500,000 shares of Class A common stock to be available for issuance under the 2021 Plan; and 4. the transaction of such other business as may properly be brought before the Annual Meeting, or any adjournment or postponement thereof. How does the Board recommend I vote on these proposals? The Board recommends you vote: 1. “FOR” the election of Gerard G. Law and Timothy K. Hussman as Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders; 2
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