Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

In accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and Non-PEO NEOs and certain Company financial performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure in making its pay decision for any of the fiscal years shown. For further information concerning the Company pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

The following table summarizes the executive compensation included in the summary compensation table for the Company’s PEO and the other NEOs, the executive compensation actually paid to the Company’s PEO and other NEO’s (as determined pursuant to SEC disclosure rules) and certain financial performance measures of the Company and its peer group for the fiscal years ended December 31, 2023, 2022, 2021, and 2020 (each a “Covered Year”).

Year1	Summary Compensation Table (“SCT”) Total for PEO2 (a)	Compensation Actually Paid to PEO3	Average Summary Compensation Table Total for Non-PEO NEOs2 (b)	Average Compensation Actually Paid to Non-PEO NEOs3	Value of Initial Fixed $100 Investment Based On4		Net Income (in millions)	Revenue (in millions)5
					Total Shareholder Return	Peer Group Total Shareholder Return
2023	$10,271,412	$13,184,909	$3,427,113	$4,310,070	$55	$140	$9	$267
2022	$7,444,082	($4,325,656)	$2,430,191	($610,944)	$43	$86	$29	$256
2021	$8,609,029	$13,606,543	$3,012,452	$4,317,545	$116	$137	$57	$227
2020	$3,747,014	$20,493,522	$1,205,744	$5,994,094	$100	$100	$27	$149

(1)
Rajeev Goel served as the Company’s principal executive officer (“PEO”) for the entirety of fiscal years 2020, 2021, 2022, and 2023. For fiscal year 2023, The Company’s non-PEO NEOs were Amar Goel, Steven Pantelick, Paulina Klimenko, and Mukul Kumar. Mukul Kumar was also a non-PEO NEO in fiscal years 2021 and 2022. The Company’s non-PEO NEOs for fiscal years 2020, 2021 and 2022 were Amar Goel, Steven Pantelick and Jeffrey Hirsch.

(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our non-PEO NEOs.

(3)
Amounts reported in these columns represent (i) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below and (ii) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

(4)
The Peer Group Total Shareholder Return (“TSR”) set forth in this table is based on Nasdaq US Benchmark Software & Computer Services Total Return Index. The comparison assumes $100 was invested for the period starting December 8, 2020, the first day the Company’s common stock began trading on the Nasdaq, through the end of the listed year in the Company and in Nasdaq US Benchmark software & Computer Services Total Return Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)
The Company’s Revenue is a key driver of the Company’s performance and stockholder value creation and Revenue achievement was one of two factors under our Bonus Plan for calendar year 2023 (the other being Adjusted Pre-Tax Net Income).

For each Covered Year, in determining the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our other NEOs, we deducted and added back the following amounts from the total amounts of compensation reported in columns (a) and (b) for each Covered Year. Note that the dollar amounts shown in this table do not reflect the actual amount of compensation earned by or paid to our PEO or other NEOs during the applicable years.

	2023		2022		2021		2020
	PEO	Average Other NEOs	PEO	Average Other NEOs	PEO	Average Other NEOs	PEO	Average Other NEOs
Total Compensation, as reported in the “Summary Compensation Table” for the indicated fiscal year	$10,271,412	$3,427,113	$7,444,082	$2,430,191	$8,609,029	$3,012,452	$3,747,014	$1,205,744
Minus Aggregate grant date fair value of the stock awards and option awards granted during the indicated fiscal year. Amounts shown are the amounts reported in the Summary Compensation Table	($8,837,419)	($2,713,598)	($6,327,249)	($1,858,288)	($2,927,455)	($2,123,485)	($2,283,273)	($443,490)
Plus : Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	$7,929,753	$2,466,850	$2,368,591	$695,582	$4,202,667	$1,328,745	$12,002,384	$2,333,800
Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	$1,087,734	$303,766	$(5,425,582)	($1,286,001)	$2,362,649	$541,431	$5,698,762	$2,529,876
Plus Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	$1,918,950	$626,917	$926,258	272,002	$1,606,640	$494,374	$755,463	$146,895
Plus (Minus) Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	$814,479	$199,022	($3,311,757)	($864,430)	$3,509,587	$1,064,028	$573,173	$221,269
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year	$0	$0	$0	$0	$0	$0	$0	$0
Plus Value of Dividends or Other Earnings Paid on Unvested Awards not Otherwise Reflected in Fair Values	$0	$0	$0	$0	$0	$0	$0	$0
Compensation Actually Paid	$13,184,909	$4,310,070	($4,325,656)	($610,944)	$13,606,543	$4,317,545	$20,493,522	$5,994,094

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

Company Selected Measure Name

Revenue

Named Executive Officers, Footnote

(1)
Rajeev Goel served as the Company’s principal executive officer (“PEO”) for the entirety of fiscal years 2020, 2021, 2022, and 2023. For fiscal year 2023, The Company’s non-PEO NEOs were Amar Goel, Steven Pantelick, Paulina Klimenko, and Mukul Kumar. Mukul Kumar was also a non-PEO NEO in fiscal years 2021 and 2022. The Company’s non-PEO NEOs for fiscal years 2020, 2021 and 2022 were Amar Goel, Steven Pantelick and Jeffrey Hirsch.

Peer Group Issuers, Footnote

(4)
The Peer Group Total Shareholder Return (“TSR”) set forth in this table is based on Nasdaq US Benchmark Software & Computer Services Total Return Index. The comparison assumes $100 was invested for the period starting December 8, 2020, the first day the Company’s common stock began trading on the Nasdaq, through the end of the listed year in the Company and in Nasdaq US Benchmark software & Computer Services Total Return Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

PEO Total Compensation Amount

$ 10,271,412

$ 7,444,082

$ 8,609,029

$ 3,747,014

PEO Actually Paid Compensation Amount

$ 13,184,909

(4,325,656)

13,606,543

20,493,522

Adjustment To PEO Compensation, Footnote

(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our non-PEO NEOs.

(3)
Amounts reported in these columns represent (i) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below and (ii) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

For each Covered Year, in determining the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our other NEOs, we deducted and added back the following amounts from the total amounts of compensation reported in columns (a) and (b) for each Covered Year. Note that the dollar amounts shown in this table do not reflect the actual amount of compensation earned by or paid to our PEO or other NEOs during the applicable years.

	2023		2022		2021		2020
	PEO	Average Other NEOs	PEO	Average Other NEOs	PEO	Average Other NEOs	PEO	Average Other NEOs
Total Compensation, as reported in the “Summary Compensation Table” for the indicated fiscal year	$10,271,412	$3,427,113	$7,444,082	$2,430,191	$8,609,029	$3,012,452	$3,747,014	$1,205,744
Minus Aggregate grant date fair value of the stock awards and option awards granted during the indicated fiscal year. Amounts shown are the amounts reported in the Summary Compensation Table	($8,837,419)	($2,713,598)	($6,327,249)	($1,858,288)	($2,927,455)	($2,123,485)	($2,283,273)	($443,490)
Plus : Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	$7,929,753	$2,466,850	$2,368,591	$695,582	$4,202,667	$1,328,745	$12,002,384	$2,333,800
Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	$1,087,734	$303,766	$(5,425,582)	($1,286,001)	$2,362,649	$541,431	$5,698,762	$2,529,876
Plus Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	$1,918,950	$626,917	$926,258	272,002	$1,606,640	$494,374	$755,463	$146,895
Plus (Minus) Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	$814,479	$199,022	($3,311,757)	($864,430)	$3,509,587	$1,064,028	$573,173	$221,269
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year	$0	$0	$0	$0	$0	$0	$0	$0
Plus Value of Dividends or Other Earnings Paid on Unvested Awards not Otherwise Reflected in Fair Values	$0	$0	$0	$0	$0	$0	$0	$0
Compensation Actually Paid	$13,184,909	$4,310,070	($4,325,656)	($610,944)	$13,606,543	$4,317,545	$20,493,522	$5,994,094

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

Non-PEO NEO Average Total Compensation Amount

$ 3,427,113

2,430,191

3,012,452

1,205,744

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,310,070

(610,944)

4,317,545

5,994,094

Adjustment to Non-PEO NEO Compensation Footnote

(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our non-PEO NEOs.

(3)
Amounts reported in these columns represent (i) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below and (ii) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

For each Covered Year, in determining the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our other NEOs, we deducted and added back the following amounts from the total amounts of compensation reported in columns (a) and (b) for each Covered Year. Note that the dollar amounts shown in this table do not reflect the actual amount of compensation earned by or paid to our PEO or other NEOs during the applicable years.

	2023		2022		2021		2020
	PEO	Average Other NEOs	PEO	Average Other NEOs	PEO	Average Other NEOs	PEO	Average Other NEOs
Total Compensation, as reported in the “Summary Compensation Table” for the indicated fiscal year	$10,271,412	$3,427,113	$7,444,082	$2,430,191	$8,609,029	$3,012,452	$3,747,014	$1,205,744
Minus Aggregate grant date fair value of the stock awards and option awards granted during the indicated fiscal year. Amounts shown are the amounts reported in the Summary Compensation Table	($8,837,419)	($2,713,598)	($6,327,249)	($1,858,288)	($2,927,455)	($2,123,485)	($2,283,273)	($443,490)
Plus : Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	$7,929,753	$2,466,850	$2,368,591	$695,582	$4,202,667	$1,328,745	$12,002,384	$2,333,800
Plus (Minus) Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	$1,087,734	$303,766	$(5,425,582)	($1,286,001)	$2,362,649	$541,431	$5,698,762	$2,529,876
Plus Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	$1,918,950	$626,917	$926,258	272,002	$1,606,640	$494,374	$755,463	$146,895
Plus (Minus) Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	$814,479	$199,022	($3,311,757)	($864,430)	$3,509,587	$1,064,028	$573,173	$221,269
Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year	$0	$0	$0	$0	$0	$0	$0	$0
Plus Value of Dividends or Other Earnings Paid on Unvested Awards not Otherwise Reflected in Fair Values	$0	$0	$0	$0	$0	$0	$0	$0
Compensation Actually Paid	$13,184,909	$4,310,070	($4,325,656)	($610,944)	$13,606,543	$4,317,545	$20,493,522	$5,994,094

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.

Compensation Actually Paid vs. Total Shareholder Return

The charts below display the relationship between “compensation actually paid” to our PEO and other NEOs in each of fiscal years 2023, 2022, 2021, and 2020 and (1) total shareholder return for both our common stock and the Nasdaq US Benchmark software & Computer Services Total Return Index (2) our revenue, and (3) our net income.

Compensation Actually Paid vs. Net Income

The charts below display the relationship between “compensation actually paid” to our PEO and other NEOs in each of fiscal years 2023, 2022, 2021, and 2020 and (1) total shareholder return for both our common stock and the Nasdaq US Benchmark software & Computer Services Total Return Index (2) our revenue, and (3) our net income.

Compensation Actually Paid vs. Company Selected Measure

The charts below display the relationship between “compensation actually paid” to our PEO and other NEOs in each of fiscal years 2023, 2022, 2021, and 2020 and (1) total shareholder return for both our common stock and the Nasdaq US Benchmark software & Computer Services Total Return Index (2) our revenue, and (3) our net income.

Total Shareholder Return Vs Peer Group

The charts below display the relationship between “compensation actually paid” to our PEO and other NEOs in each of fiscal years 2023, 2022, 2021, and 2020 and (1) total shareholder return for both our common stock and the Nasdaq US Benchmark software & Computer Services Total Return Index (2) our revenue, and (3) our net income.

Tabular List, Table

Tabular List of Most Important Financial Performance Measures

The following table presents what we believe are the most important financial measures we used to link executive pay for our PEO and other NEOs for 2023 to our performance and are the sole performance measures utilized under our Bonus Plan. The measures included in this list are not ranked.

Performance Measure	Type of Performance Disclosure
Revenue	Financial
Adjusted Pre-Tax Net Income	Financial

Total Shareholder Return Amount

$ 55

43

116

100

Peer Group Total Shareholder Return Amount

140

86

137

100

Net Income (Loss)

$ 9,000,000

$ 29,000,000

$ 57,000,000

$ 27,000,000

Company Selected Measure Amount

267,000,000

256,000,000

227,000,000

149,000,000

PEO Name

Rajeev Goel

Rajeev Goel

Rajeev Goel

Rajeev Goel

Additional 402(v) Disclosure

“Compensation actually paid,” as required under SEC rules, reflects cash compensation actually paid as well as adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards which can only be determined upon the ultimate sale of the stock underlying such awards. “Compensation actually paid” generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see “Compensation Discussion and Analysis” in this proxy statement.

All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term Minimum

6 months

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term Maximum

9 years 1 month 6 days

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price Minimum

$ 2.16

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price Maximum

$ 36.25

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum

45.80%

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum

85.50%

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate

0.00%

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum

3.30%

Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum

5.40%

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

Measure:: 2

Pay vs Performance Disclosure

Name

Adjusted Pre-Tax Net Income

PEO | Aggregate Grant Date Fair Value of the Stock Awards and Option Awards Granted During the Indicated Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (8,837,419)

$ (6,327,249)

$ (2,927,455)

$ (2,283,273)

PEO | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

7,929,753

2,368,591

4,202,667

12,002,384

PEO | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,087,734

(5,425,582)

2,362,649

5,698,762

PEO | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,918,950

926,258

1,606,640

755,463

PEO | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

814,479

(3,311,757)

3,509,587

573,173

PEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Value of Dividends or Other Earnings Paid on Unvested Awards not Otherwise Reflected in Fair Values [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Aggregate Grant Date Fair Value of the Stock Awards and Option Awards Granted During the Indicated Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,713,598)

(1,858,288)

(2,123,485)

(443,490)

Non-PEO NEO | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,466,850

695,582

1,328,745

2,333,800

Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

303,766

(1,286,001)

541,431

2,529,876

Non-PEO NEO | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

626,917

272,002

494,374

146,895

Non-PEO NEO | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

199,022

(864,430)

1,064,028

221,269

Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Value of Dividends or Other Earnings Paid on Unvested Awards not Otherwise Reflected in Fair Values [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 0

$ 0