Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

The Company has entered into an arrangement for digital marketing services provided by a firm that is related to Mr. Kevin C. Clark, the Company's non-executive Chairman of the Board of Directors since April 1, 2022, and the Company's Co-Founder & Chief Executive Officer through March 31, 2022. Mr. Clark is a minority shareholder in the firm's parent company and is a member of the parent company's Board of Directors. Management believes the terms of the arrangement are equivalent to those prevailing in an arm's-length transaction and have been approved by the Company through its related party process. The digital marketing firm manages a limited number of digital publishers covering various Company brands for a monthly management fee. In 2023, 2022, and 2021, the Company incurred an immaterial amount in expenses. The Company had an immaterial payable balance at December 31, 2023 and 2022.

The Company provides services to entities which are affiliated with certain members of the Company’s Board of Directors. Management believes the services were conducted on terms equivalent to those prevailing in an arm's-length transaction. Revenue related to these transactions was $1.2 million, $1.8 million and $0.7 million, respectively, for the years ended December 31, 2023, 2022 and 2021. Accounts receivable due from these entities was an immaterial amount at December 31, 2023 and 2022.

Following the WSG acquisition on June 8, 2021, the Company continued to rent WSG's headquarters. The Chief Executive Officer and Founder of WSG, who is currently a business unit president with the Company, was an agent of the lessor. The lease for WSGs headquarters was terminated at the end of the first quarter of 2023. The Company paid an immaterial amount in

rent expense for these premises for the years ended December 31, 2023, 2022 and 2021, and had no payable balance at December 31, 2023 or 2022.

In the first quarter of 2020, the Company entered into a note payable of $7.3 million related to contingent consideration assumed as part of a prior period acquisition, payable in three equal installments. The payees of the note are controlled by an employee of the sellers who remained with the Company. The third and final installment of $2.6 million, including interest, was paid in the first quarter of 2022. See Note 4 - Acquisitions.