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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|---|---|---|
Khozema Shipchandler served as our CEO during 2024, commencing on January 8, 2024. The dollar amount reported in column (d) is the amount of total compensation reported for Mr. Shipchandler for the corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.” | |||
Jeffrey Immelt Age: 69 Director Since: 2019 Independent Committees: Compensation and Talent Management (Chair) Other Public Company Board Experience within Last 5 Years: NeueHealth, Inc. (formerly Bright Health Group, Inc.) (2020-present) Bloom Energy Corporation (2019-present) Desktop Metal, Inc. (2018-present) Hennessy Capital Investment Corp. V (2021-2022) Tuya Inc. (2021-2022) | |||
Jeff Epstein Age: 68 Director Since: 2017 Independent Committees: Audit (Chair) Compensation and Talent Management Other Public Company Board Experience within Last 5 Years: AvePoint, Inc. (2021-present) Okta, Inc. (2021-present) Couchbase, Inc. (2015-present) Poshmark, Inc. (2018-2023) Shutterstock, Inc. (2012-2021) | |||
Erika Rottenberg Age: 62 Director Since: 2016 Independent Committees: Nominating and Corporate Governance (Chair) Other Public Company Board Experience within Last 5 Years: Wix.com Ltd. (2014-2020) | |||
Donna Dubinsky Age: 69 Director Since: 2018 Independent Committees: Nominating and Corporate Governance Other Public Company Board Experience within Last 5 Years: None | |||
Deval Patrick Age: 68 Director Since: 2021 Independent Committees: Nominating and Corporate Governance Other Public Company Board Experience within Last 5 Years: Toast Inc. (2021-present) Cerevel Therapeutics Holdings, Inc. (2021-2024) American Well Corporation (2015-2019, 2020-2024) Environmental Impact Acquisition Corp. (2021-2022) Global Blood Therapeutics, Inc. (2015-2019, 2020-2022) | |||
Charles Bell Age: 67 Director Since: 2023 Independent Committees: Audit Other Public Company Board Experience within Last 5 Years: None | |||
Andrew Stafman Age: 37 Director Since: 2024 Independent Committees: Audit Other Public Company Board Experience within Last 5 Years: None |
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What We Heard
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How We Responded
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Executive Compensation
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Pay and performance alignment
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We did not increase base salaries of our named executive officers in 2024 (and have not increased them in 2025).
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In 2025, following his promotional year, we reduced the target value of our Chief Executive Officer’s equity awards to $20,500,000 (60% PSUs and 40% RSUs), down from $25,000,000 in approved value in 2024.
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We used an updated peer group to assess 2024 compensation, which reflects a set of companies with comparable market capitalization and revenue. We expanded our peer group to add companies from the broader communications industry that also maintain software offerings to better align with our business profile and removed companies that significantly exceeded our market capitalization range. These changes were designed in part to position us closer to the median of our peer group in terms of market capitalization and revenue, which had the effect of reducing our market compensation benchmarks.
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Incorporate longer performance periods for PSU awards
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Our compensation and talent management committee (“compensation committee”) reintroduced performance-based restricted stock unit (“PSU”) awards in 2024 and incorporated a cumulative three-year performance period. The compensation committee’s rationale for reintroducing PSUs is further discussed below in “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Long-Term Incentive Compensation—2024 Annual Equity Awards”.
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Continue to adapt performance-based incentives to better align with stockholder expectations and industry standards
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Our compensation committee selected non-GAAP income from operations and organic revenue growth as the performance target metrics for the annual cash bonuses awarded in 2024.
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In 2024, our compensation committee granted PSUs that will vest based on the achievement of three-year cumulative free cash flow targets (70% weighting) and (ii) our relative total stockholder return measured against the S&P 500 Index over a three-year period (30% weighting).
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Adopt a short-term incentive plan
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We established a go-forward annual cash bonus plan for executives in 2024. Consistent with market benchmarks, each of our named executive officers was awarded an initial target bonus opportunity equal to 100% of base salary and maximum payout opportunities capped at 150% of base salary, with payouts tied to the achievement of organic revenue growth targets (50% weighting) and (ii) non-GAAP income from operations targets (50% weighting).
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Customers
| Customer name | Ticker |
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| Walmart Inc. | WMT |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|---|---|---|
| TWILIO INC | - | 5,000,000 | 0 |
| DONIO ELENA A. | - | 404,832 | 0 |
| Shipchandler Khozema | - | 295,134 | 0 |
| Viggiano Aidan | - | 191,193 | 0 |
| Lawson Jeff | - | 184,032 | 1,022,700 |
| Viggiano Aidan | - | 164,084 | 0 |
| Manor Eyal | - | 151,156 | 0 |
| Wagner Dana | - | 140,115 | 0 |
| Wagner Dana | - | 125,576 | 0 |
| Shipchandler Khozema | - | 71,330 | 0 |
| Deeter Byron B | - | 27,073 | 507,260 |
| DALZELL RICHARD L | - | 18,221 | 0 |
| Bell Charles H | - | 13,625 | 0 |
| Suzuki Miyuki | - | 13,132 | 0 |
| Stafman Andrew | - | 10,677 | 3,295,000 |