• provide a compensation package that ties a meaningful portion of the cash bonus opportunity to the achievement of Company objectives that reflect the growth and success of our business, and are important to the creation of long-term value for our stockholders; and • align the interests of our executives with those of our stockholders by issuing a meaningful portion of total compensation opportunity in the form of equity-based awards linked to the value of our Class A common stock. Compensation Program The compensation program for our named executive officers generally consists of a base salary, a discretionary cash bonus, equity-based awards, and other benefits as described below. Base Salary We pay base salaries to attract and retain key executives with the necessary background, experience, and vision required for our future growth and success. Base salaries generally reflect each executive officer’s title and responsibility level, individual performance, business experience, Company performance, and market conditions. Minimum base salaries have been established pursuant to the Employment Agreements (as defined below) with our named executive officers, are reviewed periodically by our compensation committee, and may be increased in response to the factors described above, as well information regarding the salaries paid by peer group companies. As of December 31, 2022, the base salaries for Messrs. Freeman, Law, and Jagdale were $776,000, $776,000 and $434,000, respectively. For additional information, refer to the section entitled “—Employment Agreements.” Cash Bonus Our named executive officers may receive annual discretionary bonuses, which may be based on a number of factors determined by our compensation committee. No such bonuses were paid in 2022. We have not historically had and do not currently have a “non-equity incentive plan” as defined under Commission rules. In the future, our compensation committee may adopt one or more “non-equity incentive plans” that will provide for cash bonuses to be paid to each of our named executive officers based on the achievement of pre-determined Company performance targets that reflect the growth and success of our business. Equity-Based Awards The purpose of equity-based awards is to align the interests of our executives with those of our stockholders by tying a meaningful portion of total compensation to increases in the value of our business. Our compensation committee also believes that granting equity awards that vest over time promotes the retention of our executives. The value of equity-based awards generally reflects each executive officer’s title and responsibility level, individual performance, Company performance, as well information regarding the equity-based awards granted by peer group companies. On January 3, 2022, the Compensation Committee made RSU grants to each of our named executive officers pursuant to the 2021 Stock Incentive Plan (the “2021 Plan”), which vest in their entirety on the third anniversary of their grant date. The grant date value of the RSUs for Messrs. Freeman, Law and Jagdale was $2.8 million (442,463 RSUs), $2.8 million (442,463 RSUs) and $1.5 million (246,486 RSUs), respectively. 30
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