Document

DATE & TIME

Thursday, June 6, 2024

10:00 a.m., Pacific Time

LOCATION

Via Webcast @

www.virtualshareholdermeeting.com/MLNK2024

RECORD DATE

April 10, 2024

ITEMS OF BUSINESS

01 To elect three Class III directors

02 To ratify the appointment of BDO USA, P.C. as MeridianLink’s independent registered public accounting firm for the fiscal year ending December 31, 2024

03 To approve an amendment to our Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law

04 To approve an amendment to our Certificate of Incorporation to allow stockholders to remove directors at any time with cause by supermajority vote of stockholders

05 To approve the adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve any of proposals 1-4

06 To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof


Items of Business and Voting Recommendation			1

Corporate Governance			2
Board of Directors and Committees			2
Additional Governance Matters			8
Certain Relationships and Related Person Transactions			9
Proposal No. 1 – Election of Directors			11

Director Compensation			16

Executive Officers			19

Executive Compensation			20

Audit Matters			26
Audit Committee Report			26
Proposal No. 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm			27

Proposal No. 3 – Approval of Amendment to Certificate of Incorporation to Allow for the Exculpation of Officers as Permitted by Delaware Law			29
Proposal No. 4 – Approval of Amendment to Certificate of Incorporation to Allow Stockholders to Remove Directors At Any Time With Cause By a Supermajority Vote of Stockholders			31
Proposal No. 5 – Approval of the Adjournment of the Annual Meeting to the Extent There are Insufficient Votes at the Annual Meeting to Approve Any of Proposals No. 1-4			33

Stock Ownership			34
Equity Compensation Plan Information			34
Security Ownership of Certain Beneficial Owners, Directors, and Management			34

Additional Information			37
Information About the Annual Meeting and Proxy Materials			37
MeridianLink Documents			41
Incorporation By Reference			42

Appendix A – Certificate of Amendment to Certificate of Incorporation

We are an “emerging growth company” under applicable federal securities laws and, therefore, permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted, and we are not required to disclose pay versus performance information under Item 402(v) of Regulation S-K. We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, which occurred in July 2021; (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.


Proposal No. 1	Election of Directors	R
	The board of directors recommends that stockholders vote FOR the election of each of the following three nominees as Class III directors until the annual meeting of stockholders in 2027: George Jaber Edward H. McDermott Duston Williams

Proposal No. 2	Ratification of the Appointment of the Independent Registered Public Accounting Firm	R
	The board of directors recommends that stockholders vote FOR the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal No. 3	Approval of Amendment to Certificate of Incorporation to Allow for the Exculpation of Officers as Permitted by Delaware Law	R
	The board of directors recommends that stockholders vote FOR the approval of an amendment to our Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law.

Proposal No. 4	Approval of Amendment to Certificate of Incorporation to Allow Stockholders to Remove Directors At Any Time With Cause By a Supermajority Vote of Stockholders	R
	The board of directors recommends that stockholders vote FOR the approval of an amendment to our Certificate of Incorporation to allow stockholders to remove directors at any time with cause by a supermajority vote of stockholders.

Proposal No. 5	Approval of the Adjournment of the Annual Meeting to the Extent There are Insufficient Votes at the Annual Meeting to Approve Any of Proposals No. 1-4	R
	The board of directors recommends that stockholders vote FOR the approval of the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve any of Proposals No. 1-4.

Our board of directors has undertaken a review of the independence of each director and periodically evaluates all relationships between MeridianLink and each non-employee director for the purposes of determining whether a material relationship exists that might represent a potential conflict of interest or otherwise interfere with the director’s ability to satisfy their responsibilities as a director and that each of these directors is “independent” as that term is defined under the listing standards of the New York Stock Exchange, or NYSE. In making such determinations, the board of directors observes NYSE and SEC independence criteria and considers all relevant facts and circumstances. As a result of its review, the board of directors has determined that none of our directors, other than Messrs. Katz (upon effectiveness of his appointment to our board of directors), Nguyen, and Vlok, who are also our employees, has a material relationship with us and, as a result, such directors are independent.

Thoma Bravo UGP, LLC and its affiliated entities, or Thoma Bravo, currently own a significant portion of the voting power of our outstanding common stock. Pursuant to our certificate of incorporation and bylaws, for so long as Thoma Bravo beneficially owns at least (i) 30% of our outstanding shares of common stock, Thoma Bravo will have the right to nominate a majority of our board of directors and to designate the size of our board as well as the chair of our board of directors and of each committee of our board of directors (provided that each such nomination or designation shall comply with the applicable rules of the NYSE); (ii) 20% (but less than 30%) of our outstanding shares of common stock, Thoma Bravo will have the right to nominate a number of directors to our board of directors equal to the lowest whole number that is greater than 30% of the total number of directors (but in no event fewer than two directors); (iii) 10% (but less than 20%) of our outstanding shares of common stock, Thoma Bravo will have the right to nominate a number of directors to our board of directors equal to the lowest whole number that is greater than 20% of the total number of directors (but in no event fewer than one director); and (iv) 5% (but less than 10%) of our outstanding shares of common stock, Thoma Bravo will have the right to nominate one director to our board of directors.

The nominating and corporate governance committee will consider candidates properly recommended by stockholders owning at least three percent of our common stock continuously for at least 24 months prior to the recommendation date in the same manner as candidates recommended to the committee from other sources. Such recommendations must be submitted in writing to our Corporate Secretary as set forth below and include, among other items, specified information about the recommending stockholder and the biographical information and qualifications of the recommended director candidate. Any properly submitted recommendations from stockholders will be evaluated in the same manner as candidates recommended to the nominating and corporate governance committee from other sources.

Director Selection and Criteria. Our nominating and corporate governance committee is responsible for identifying director candidates consistent with criteria approved by our board of directors. The nominating and corporate governance committee identifies and evaluates candidates pursuant to established policies and procedures. The committee may solicit recommendations from current directors, executive officers, third-party search firms, or other appropriate sources. In 2023, we engaged a third-party search firm to assist in identifying and evaluating potential director candidates. Evaluation of candidates for recommendation for initial election or for re-election follows the same considerations. In its evaluation, the nominating and corporate governance committee considers numerous factors, including the current size, composition, and needs of the board and committees as well as a candidate’s character, integrity, judgment, diversity (including, but not limited to, diversity of gender identity or expression, race, ethnicity, age, and sexual orientation), independence, skills, education, expertise, business acumen, business experience, tenure, company and industry knowledge, conflicts, and other commitments.

The nominating and corporate governance committee oversees our annual board and committee performance assessment process. Annually, the nominating and corporate governance committee examines our assessment process and determines the appropriate timeline and approach. In 2023, each director was asked to provide qualitative and quantitative feedback regarding the board’s performance and board effectiveness. Responses were aggregated confidentially by the legal department, and results were shared only on an anonymous, unattributed basis. The assessment spanned various areas, not limited to each committee’s performance and board alignment, engagement, culture, oversight and responsibilities, strategy, skills and structure, management, composition, and leadership, the results of which are reviewed by the nominating and corporate governance committee as well as by each respective committee and the board in executive session.

Our board of directors, as a whole and through its committees, maintains responsibility for the oversight of risk management. Oversight responsibilities are primarily conducted through each of the committees, each of which consider risks within its respective areas of responsibility. Each committee chair makes a report to the board of directors at least quarterly, highlighting oversight matters under the committee’s purview. For example, our audit committee oversees risk management activities related to our financial statements, financial controls, and legal and compliance risks; our compensation committee oversees risk management activities related to compensation policies and practices; our nominating and corporate governance committee oversees risk management activities related to corporate governance, including board composition, ESG, and succession planning; and our cybersecurity committee oversees risk management activities as discussed in further detail below, although these examples are by no means an exhaustive list of the risks overseen by each committee.

Management is responsible for the day-to-day handling of our company’s risks, implementing and supervising risk management processes and policies, and reporting regularly to the board and its committees. All committees receive regular reports from senior management responsible for monitoring and mitigating particular risk exposures within the purview of such committee, including operational, product, economic, financial, legal, regulatory, cybersecurity, and competitive risks. At the management level, we have established disclosure controls to monitor our compliance with securities disclosure obligations. Our board of directors regularly discusses with management the policies and practices utilized by management in assessing and managing long- and short-term internal and external risks and provides input on those policies and practices.

Board Oversight of Cybersecurity. With cybersecurity being a significant priority in our business and industry, our board of directors formed a cybersecurity committee to delegate oversight of risks in this area with specific responsibilities discussed in the committee description above. The cybersecurity committee receives at least quarterly updates on cybersecurity matters, which are presented by our chief information security officer, or CISO, who is accessible to the committee chair and members in the interim between meetings. Updates encompass a range of topics, including, as appropriate, key cybersecurity metrics, the current cybersecurity landscape and emerging threats, the status of ongoing cybersecurity initiatives and strategies, and incident management reports and lessons learned from cybersecurity events. In addition, the cybersecurity committee and CISO maintain a continuous dialogue on potential threats. The cybersecurity committee annually assesses MeridianLink's cybersecurity posture and risk management efficacy, leading to improvement efforts. The chair of the cybersecurity committee or our general counsel conveys certain cybersecurity updates on the CISO's behalf during board meetings. All employees, as well as contractors and consultants, are required to complete annual security awareness and compliance training, and our information security team conducts annual incident response exercises.

We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees. The MeridianLink Code of Business Conduct and Ethics is available in the “Governance” section of our investor relations website at ir.meridianlink.com. A copy is also available upon written request directed to the Corporate Secretary at MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 or by email to InvestorRelations@meridianlink.com. We intend to satisfy our disclosure requirements under applicable law regarding an amendment to or waiver from a provision of our code of business conduct and ethics, if any, by posting such information on our website.

Our board of directors has adopted a compensation recovery policy, which became effective on October 2, 2023. The compensation recovery policy establishes the circumstances and procedures under which we are required to recover erroneously awarded incentive-based compensation from our current or former executive officers in accordance with the NYSE listing standards and Rule 10D-1 under the Exchange Act. Specifically, we must recover erroneously awarded incentive-based compensation (including cash or equity compensation) received during the prior three years from our current or former executive officers if we are required to restate our financial results due to material noncompliance with any financial reporting requirement under the securities laws. The policy also permits us to recover from our current or former executive officers up to 100% (as determined by our board of directors or a duly established committee thereof, in its sole discretion) of the incentive-based compensation received during the prior three years in the event of (i) willful, knowing, or intentional misconduct or a willful, knowing, or intentional violation of any of our rules or any applicable legal or regulatory requirements in the course of the officer’s employment by, or otherwise in connection with, the company or (ii) fraud in the course of the officer’s employment by, or otherwise in connection with, the company. The policy is administered by our compensation committee, while our board of directors has exclusive authority to authorize the preparation of a financial restatement, unless otherwise mandated by a court or regulatory entity. The full text of the recovery policy was included as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

MeridianLink, Inc., 3560 Hyland Avenue, Suite 200, Costa Mesa, California 92626 or by email to InvestorRelations@meridianlink.com. Communications may be distributed to all directors, or to any individual director, as appropriate. The Corporate Secretary will review and reserves the right not to forward communications if they are deemed inappropriate, consist of individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to stockholders or other of our constituencies, solicitations, advertisements, surveys, “junk” mail, or mass mailings, and items unrelated to the duties and responsibilities of the board of directors.

Our board of directors has adopted a formal written policy providing that our audit committee will be responsible for reviewing “related person transactions,” defined as transactions, arrangements, or relationships (or any series of similar transactions, arrangements, or relationships), to which we are a party, in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which a related person has, had, or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our capital stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. In determining whether to approve or ratify any such transaction, our audit committee will take into account, among other factors it deems appropriate, (i) whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction. The audit committee has also considered and adopted standing pre-approvals under the policy for limited transactions with related persons.

Thoma Bravo Affiliated Companies. During fiscal year 2023, we recorded approximately $1.5 million in expenses with J.D. Power, a Thoma Bravo affiliated company, related to vehicle lookup data through an API integrated with many of our products. As of fiscal year end, we had accounts payable of $0.1 million and accrued liabilities of $0.1 million with J.D. Power. During 2023, we also recorded approximately $0.2 million in expenses with Anaplan, which Thoma Bravo acquired in June 2022, related to financial and business planning software. Our commercial relationship with Anaplan existed prior to the acquisition of Anaplan by Thoma Bravo, and the terms of our commercial dealings with Anaplan have not changed since the acquisition.

Registration Rights. On May 31, 2018, we entered into a registration rights agreement, or the Registration Rights Agreement, which was amended on December 28, 2023, with Thoma Bravo and certain other holders of our capital stock. Pursuant to the Registration Rights Agreement, we have agreed to pay all registration expenses (other than underwriting discounts and commissions and subject to certain limitations set forth therein) of the holders of the shares registered pursuant to the registrations described below. The registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in an underwritten offering and our right to delay a registration statement under certain circumstances.

If at any time we propose to register the offer and sale of shares of our common stock under the Securities Act of 1933, as amended, or the Securities Act (other than a registration on Form S-4, Form S-8, or any successor form, a registration of securities solely relating to an offering and sale to our employees, directors, members, managers, advisors, or consultants pursuant to any employee equity plan or other employee benefit plan arrangement, or a registration of non-convertible debt securities) then we must notify the holders of Registrable Securities of such proposal to allow them to include a specified number of their shares of our common stock in such registration, subject to certain marketing and other limitations.

Limitation of Liability and Indemnification of Officers and Directors. Our charter contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following: (1) any breach of their duty of loyalty to our company or our stockholders; (2) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; (3) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or DGCL; or (4) any transaction from which they derived an improper personal benefit. Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, our bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws also provide that we may indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or executive officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

Mr. Jaber has served on our board of directors since March 2024. Mr. Jaber has served as a principal at Thoma Bravo since January 2023. Mr. Jaber joined Thoma Bravo in 2015 as an associate then senior associate prior to his promotion to vice president in January 2019 and senior vice president in January 2022. Prior to Thoma Bravo, Mr. Jaber worked in investment banking for DBO Partners. Mr. Jaber currently serves, and has previously served, as a director of several private software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment, including Mercell, HCSS, Command Alkon, Solifi, and Veriforce. Mr. Jaber holds a B.S. in business administration from the University of California, Berkeley. Our board of directors

Mr. McDermott has served on our board of directors and as chair of our board since August 2023. Mr. McDermott has served as the managing partner of Spring Tide Partners LLC, a private investment firm that makes concentrated, long-term investments in public and private companies, since 2015. Prior to founding Spring Tide Partners, Mr. McDermott served as co-managing partner of SPO Partners & Co., an investment partnership that he was associated with from 1995 to 2015. Mr. McDermott holds a B.A. from Williams College and an M.B.A. from the Stanford Graduate School of Business. Our board of directors believes that Mr. McDermott’s business experience and financial expertise qualify him for re-election on our board of directors.

Mr. Williams has served on our board of directors since July 2022. Mr. Williams has served as the chief financial officer at Arctic Wolf, a provider of a cloud-native security operations platform designed to end cyber risk, since April 2022. Prior to that, Mr. Williams served as the chief financial officer of Nutanix, Inc. from June 2014 to April 2022. Mr. Williams also served as chief financial officer for over 25 years at various companies, including in the disk drive industry at Western Digital and Maxtor and in optical networking at Infinera. Mr. Williams previously served as a director on multiple boards, such as Applied Micro Circuits Corporation, Blue Arc Corporation, and Compellent Technologies, Inc., as well as a member and chair of the audit committee of both private and public companies. Mr. Williams holds a B.S. in accounting from Bentley College and an M.B.A. from the University of Southern California. Our board of directors believes that Mr. Williams’ executive leadership, board, and technology experience and his financial expertise qualify him for re-election on our board of directors.

Mr. Katz has served as our chief financial officer since April 2024 and is expected to serve on our board of directors, effective upon his appointment, May 1, 2024. Prior to joining the company, Mr. Katz served as an independent consultant and senior advisor to various private equity firms since April 2023. Prior to that, Mr. Katz served as a partner at WestCap, a strategic operating and investing firm, from October 2021 to March 2023. From June 2020 to September 2021, Mr. Katz acted as chief financial officer at StubHub, a secondary marketplace for live event ticketing, and, from March to June 2020, acted as its treasurer. Mr. Katz served as chief financial officer of Genesys, a global cloud leader in AI-powered experience orchestration, from December 2016 to October 2019. Before joining Genesys, Mr. Katz held various executive leadership positions spanning across diverse business units and functions at JPMorgan Chase & Co. from 2001 and began his career at The Walt Disney Company in its Strategic Planning group. Mr. Katz previously served on the board of directors and as chair of the audit committee for Stratim Cloud Acquisition Corp. from March 2021 to May 2022. Mr. Katz holds a B.A. in political science from Yale University and an M.B.A. from Harvard Business School. Our board of directors believes that Mr. Katz’s executive leadership, industry, and operational experience, and financial expertise qualify him to serve on our board of directors.

Mr. Rohde has served on our board of directors since May 2018. Since January 2021, Mr. Rohde has served as senior partner at Thoma Bravo where he leads the Discover Funds. From January 2016 to December 2020, Mr. Rohde served as partner at Thoma Bravo and, from January 2014 to December 2015, served as principal at Thoma Bravo. Mr. Rohde joined Thoma Bravo in 2010 and served as vice president prior to his promotion to principal. Prior to that, Mr. Rohde was a private equity associate at Saban Capital Group in Los Angeles, an investment banking associate with Jefferies & Company, and a manager with Ford Motor Company. Mr. Rohde currently serves, and has previously served, as a director of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Example companies include Command Alkon, Eptura, Delinea, HCSS, Majesco, Mercell, Motus, Nearmap, NextGen Healthcare, Solifi, and UserTesting. Mr. Rohde holds a B.A. in economics from Villanova University and an M.B.A. from the University of Chicago. Our board of directors believes that Mr. Rohde’s board and industry experience and overall knowledge of our business qualify him to serve on our board of directors.

Mr. Vlok has served as our chief executive officer since September 2019 and on our board of directors since May 2018. Since 2018, Mr. Vlok has been an operating partner with Thoma Bravo. Prior to that, he served as president and chief executive officer of Vision Solutions, Inc., a data recovery software company, from April 2000 to February 2018. Mr. Vlok also served as chief executive officer and managing director of IDION Technology Holdings, a public technology investment holding company, from August 1998 to November 2006. From November 1994 to August 1998, he served as chief executive officer and managing director of TST, an incubator company for software and technology businesses. Mr. Vlok currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment, including ABC Fitness Solutions, Cority, and UserTesting, and previously served on the board of directors of Centrify Corporation, IDaptive Holdings, Inc., and Mailgun Technologies. From March 2018 through March 2021, Mr. Vlok also served as senior advisor to Precisely, an enterprise software provider owned by Centerbridge Partners, a multi-strategy private investment management firm. Our board of directors believes that Mr. Vlok’s board and industry experience, executive leadership background, and knowledge of our business qualify him to serve on our board of directors.

Ms. Poddar has served on our board of directors since November 2021. Ms. Poddar served as executive vice president and general manager of the diagnostic and pathway informatics business at Philips, a health technology company, from June 2022 until July 2023. Prior to that, Ms. Poddar served as the chief product officer of Teradata Corporation from January 2019 until January 2020. Ms. Poddar served as executive vice president, product and technology of Teradata Corporation from October 2018 to January 2019 and as senior vice president of product development from June 2017 to October 2018. Prior to Teradata, from 2016 to 2017, Ms. Poddar served as chief operating officer for AdFender Inc., a security software startup. Ms. Poddar spent 14 years at General Electric from 2002 to 2016 serving in several executive positions, including executive vice president of asset performance management product technology at GE Digital, a subsidiary of General Electric, from 2014 to 2016. Ms. Poddar is currently a director of Oceaneering International, Inc. (NYSE: OII), serving on the nominating, corporate governance, and sustainability committee, and Accion Labs Group Holdings, Inc. Ms. Poddar also serves on the board of advisors of Optimeyes.ai and previously served on the corporate council board of advisors to the Dean of UC San Diego Jacobs School of Engineering. Ms. Poddar holds a master’s degree in computer applications from Bangalore University, India and a master’s degree in physics from Mahatma Gandhi University, India. Our board of directors

Mr. Sachleben has served on our board of directors since March 2023. Mr. Sachleben served as advisor to the chief financial officer at New Relic, Inc., a SaaS company that delivers an all-in-one observability platform for engineers, from August 2022 to May 2023. Prior to that, Mr. Sachleben served as the chief financial officer of New Relic from April 2008 and its corporate secretary from February 2018, each until August 2022. From 1999 to 2006, Mr. Sachleben served as vice president of finance at Wily Technology, Inc., an application management software company. Mr. Sachleben is currently a director of Acuity Brands, Inc. (NYSE: AYI) and serves on the compensation and management development and governance committees. Mr. Sachleben holds an A.B. in engineering science and B.S. in fluid and mechanical engineering from Dartmouth College and an M.B.A. from Stanford University. Our board of directors believes that Mr. Sachleben’s executive leadership, board, and technology experience and his financial expertise qualify him to serve on our board of directors.

Ms. Zheng has served on our board of directors since December 2021. Ms. Zheng served as the chief marketing officer at BILL, a provider of cloud-based software that simplifies, digitizes, and automates back-office financial processes for small and mid-sized businesses, from March 2018 until January 2021. Prior to that, Ms. Zheng served as the chief marketing officer of Tintri from May 2014 to July 2017. From 2004 to 2012, Ms. Zheng held marketing leadership roles at numerous software companies, including at VMware during its IPO and at Medallia. Ms. Zheng is currently a director of LivePerson (NASDAQ: LPSN), serving on the audit and compensation committees, Billtrust, and Splashtop and previously served on the boards of Poly and Stella Connect. Ms. Zheng holds a B.S. in materials science and engineering from Massachusetts Institute of Technology and an M.B.A. from UC Berkeley Haas School of Business. Ms. Zheng is NACD Directorship Certified™, as well as certified for Cybersecurity Oversight by the Software Engineering Institute of Carnegie Mellon University. Our board of directors believes that Ms. Zheng’s executive leadership, board, and technology marketing experience and leadership roles in companies from early stage to public qualify her to serve on our board of directors.


(1)			The amounts reported represent the aggregate grant date fair value of restricted stock units awarded to the non-employee directors, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 8 to our consolidated financial statements included our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the non-employee directors upon the settlement of the restricted stock units or any sale of the underlying shares of common stock. As of December 31, 2023, the non-employee directors held the following outstanding equity awards: Mr. Cowan – 18,766; Mr. McDermott – 19,422; Ms. Poddar – 30,602 restricted stock units; Mr. Rohde – 30,019 restricted stock units; Mr. Sachleben – 29,092; Mr. Williams – 27,237 restricted stock units; and Ms. Zheng – 32,578 restricted stock units.
(2)			Mr. Cowan resigned from our board effective March 15, 2024.
(3)			Mr. Jangalapalli resigned from our board effective July 12, 2023.
(4)			Mr. Lines resigned from our board effective March 1, 2023. Following his resignation from the board of directors, Mr. Lines was engaged as an advisor to provide transition services to the audit committee through November 2023. The amount reported in the Stock Awards column for Mr. Lines represents a restricted stock unit award granted to him as consideration for such transition services, which restricted stock units vested on the first day of the month in each of June, July, August, September, October, and November 2023.
(5)			Mr. McDermott joined our board on August 16, 2023.
(6)			Ms. Murphy resigned from our board effective March 31, 2023.
(7)			Mr. Sachleben joined our board on March 1, 2023.
(8)			Ms. Zuber resigned from our board effective August 15, 2023.

Our non-employee director compensation policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The compensation committee periodically evaluates the compensation of our non-employee directors and recommends such compensation for approval by the board of directors. The compensation committee considers comprehensive market data relative to our compensation peers collected and analyzed by its compensation consultant as a benchmark for competitive pay. Following an evaluation of peer and broader market data, effective as of June 2023, the compensation committee recommended, and the board of directors approved, changes to the non-employee director compensation policy to increase the value of the Initial Awards (as defined below) from $300,000 to $350,000 and increase the value of the Annual Awards (as defined below) from $150,000 to $200,000.

Mr. Maloof has served as our president, Go To Market since June 2022. Prior to that, Mr. Maloof served as our chief product officer from October 2019 to June 2022. Mr. Maloof served as senior vice president of product management, professional services & sales engineering at Rogue Wave Software from July 2018 to August 2019 and as vice president, strategy and corporate development at Aspira from October 2017 to July 2018. Before joining Aspira, Mr. Maloof held various leadership positions at ACTIVE Network, including vice president, operations, and began his career in engineering at General Electric. Mr. Maloof currently serves as a director of software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment, including Motus LLC and UserTesting, Inc. Mr. Maloof holds a B.S. in electrical engineering from Boston University and an M.B.A. from Harvard Business School.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation(2) ($)	All Other Compensation(3) ($)	Total ($)
Nicolaas Vlok Chief Executive Officer	2023	600,000	—	7,963,045	—	354,960	4,000	8,922,005
	2022	600,000	—	4,646,240	1,548,743	510,000	4,000	7,308,983
Sean Blitchok(4) Former Chief Financial Officer	2023	440,000	—	4,269,240	—	229,680	4,000	4,942,920
	2022	228,462	380,000	4,009,032	1,299,996	181,726	4,000	6,103,216
Chris Maloof President, Go To Market	2023	486,000	—	3,622,377	—	277,385	4,000	4,389,762
	2022	430,046	—	4,187,155	1,368,739	364,500	4,000	6,354,440


(1)			The amounts reported represent the aggregate grant date fair value of restricted stock units awarded to the NEOs, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 8 to our consolidated financial statements included our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 12, 2024. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the NEOs upon the settlement of the restricted stock units or any sale of the underlying shares of common stock.
(2)			For more information on these amounts, see the description of annual non-equity incentive compensation below.
(3)			The amounts reported for 2023 represent company 401(k) matching contributions.
(4)			Mr. Blitchok served as our chief financial officer until April 1, 2024. Mr. Blitchok continues to provide services in an advisory capacity through September 30, 2024, or the earlier termination of his service pursuant to the transition agreement. See “Employment Arrangements with Named Executive Officers” for more information on Mr. Blitchok’s transition agreement between Mr. Blitchok and the company.

Our board of directors and compensation committee review compensation annually for our executive officers. In setting executive base salaries and annual incentives and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual incentives, and/or long-term incentives.

Our compensation committee is responsible for reviewing and approving the compensation for our executive officers other than our chief executive officer and recommending to the board of directors the compensation for our chief executive officer. Our compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee approves the compensation for our executive officers other than our chief executive officer and recommends the compensation for the chief executive officer to our board of directors for approval. Our board of directors discusses

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment and evaluation of our executive compensation programs and related policies. In 2023, the compensation committee retained the services of Compensia, Inc., or Compensia, as its external independent compensation consultants. During 2023, Compensia did not provide services to us other than the services to our compensation committee described herein. Our compensation committee performs an annual assessment of its compensation consultant’s independence to determine whether the consultant is independent. Based on its evaluation, the compensation committee determined that Compensia is independent and that its work has not raised any conflicts of interest.

Each NEO’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established by our board of directors taking into account each individual’s role, responsibilities, skills, and expertise. Base salaries are reviewed by our compensation committee, typically in connection with our annual performance review process, approved by our board of directors, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience. The annual base salaries of the NEOs as of December 31, 2023 were $600,000 for Mr. Vlok, $440,000 for Mr. Blitchok, and $486,000 for Mr. Maloof.

Annual Performance-Based Non-Equity Incentive Compensation. For the fiscal year ended December 31, 2023, each of Messrs. Vlok, Blitchok, and Maloof was eligible to earn annual performance-based non-equity incentive compensation based on the achievement of a predetermined performance targets for the completed fiscal year. For 2023, the compensation committee approved a go to market incentive plan, or the GTM plan, and a non-go to market incentive plan, or the non-GTM plan. The GTM plan utilized bookings and adjusted EBITDA metrics, and the non-GTM plan utilized revenue and adjusted EBITDA metrics, with each plan including an adjusted EBITDA modifier. The non-equity incentive plan compensation for each of Messrs. Vlok and Blitchok was based on the non-GTM plan, while the non-equity incentive plan compensation for Mr. Maloof was based on a combination of the GTM and non-GTM plans, utilizing bookings, revenue, and adjusted EBITDA metrics. Actual incentive compensation payouts are calculated based on the relative achievement of the respective plan’s target metrics, with a minimum threshold of achievement required before any amounts are funded, a 100% payout when the target achievement is met, and a maximum payout when the target is exceeded. Establishing a maximum payout amount under our non-equity incentive plans helps deter excessive risk-taking, while having a minimum payout amount that can be earned at a defined performance threshold encourages goal attainment. Such performance-based incentive compensation is intended to provide an incentive to our NEOs and other executive officers to contribute to our annual growth and profitability objectives and to retain such executive officers.

For fiscal year ended December 31, 2023, the target annual non-equity incentive compensation for each of the NEOs was as follows: 85% of base salary for Mr. Vlok, 75% of base salary for Mr. Blitchok, and 75% of base salary for Mr. Maloof. In January 2024, the compensation committee determined that payouts for the combination GTM and non-GTM plan for Mr. Maloof were earned at 76.1% and payouts for the non-GTM plan for Messrs. Vlok and Blitchok were earned at 69.6% of target levels due to our performance of the bookings, revenue, and adjusted EBITDA target metrics and the adjusted EBITDA modifier. The annual non-equity incentive compensation earned by Messrs. Vlok, Blitchok, and Maloof for the fiscal year ended December 31, 2023 is reported in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table above.

Nicolaas Vlok. Mr. Vlok’s employment agreement has no specific term and constitutes at-will employment. Under the agreement, Mr. Vlok’s annual base salary for 2023 was $600,000, which is subject to periodic review by our board of directors or our compensation committee. Mr. Vlok is also eligible to receive an annual bonus, determined by the board of directors or compensation committee. Mr. Vlok’s current target bonus is 85% of his base salary. In addition, Mr. Vlok is entitled to reimbursement for the cost of use of his personal aircraft for business related travel, subject to certain conditions. Mr. Vlok is also entitled to participate in all employee benefit plans and vacation policies in effect for our employees.

Pursuant to his employment agreement, in the event that Mr. Vlok’s employment is terminated by us without cause or if Mr. Vlok terminates his employment for good reason, as such terms are defined therein, subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if Mr. Vlok’s employment had not terminated, and 100% of his target bonus for the then-current year, and (ii) continue for a period of up to 12 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In lieu of the foregoing payments and benefits, if Mr. Vlok’s employment with us is terminated by us without cause or Mr. Vlok terminates his employment for good reason within the period beginning three months before and ending 12 months after a change in control, as such term is defined in Mr. Vlok’s employment agreement, and subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a lump-sum cash severance payment equal to the sum of 24 months of his then-current base salary and the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) accelerate the vesting of all of the unvested equity awards held by Mr. Vlok that were granted immediately on or after the effectiveness of the registration statement filed in connection with our IPO as of the later of (A) the date of termination or (B) the effective date of a separation agreement and release, and (iii) continue for a period of up to 18 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In addition, equity awards held by Mr. Vlok that were granted prior to the effectiveness of the registration statement filed in connection with our IPO will immediately accelerate and become fully exercisable or non-forfeitable in the event of a change in control during his employment with us.

Pursuant to his employment agreement, in the event that Mr. Blitchok’s employment had been terminated by us without cause or if Mr. Blitchok terminated his employment for good reason, as such terms were defined therein, subject to his execution and the effectiveness of a separation agreement and release, we would have been obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if Mr. Blitchok’s employment had not terminated, and a pro-rated amount of his target bonus for the year in which the termination occurs, and (ii) continue for a period of up to 12 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In lieu of the foregoing payments and benefits, if Mr. Blitchok’s employment with us was terminated by us without cause or Mr. Blitchok terminated his employment for good reason within the period

beginning three months before and ending 12 months after a change in control, as such term was defined in Mr. Blitchok’s employment agreement, and subject to his execution and the effectiveness of a separation agreement and release, we would have been obligated to (i) pay him a lump-sum cash severance payment equal to the sum of 18 months of Mr. Blitchok’s then-current base salary and the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) accelerate the vesting of all of the unvested equity awards held by Mr. Blitchok as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) continue for a period of up to 18 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us.

Transition Agreement - Effective April 1, 2024, Mr. Blitchok resigned as treasurer and chief financial officer, including as principal accounting officer and principal financial officer, and transitioned into an advisory role with the company. In connection with his resignation, on March 17, 2024, we entered into a transition agreement with Mr. Blitchok, subject to the terms of which, including the requirement that Mr. Blitchok executes and does not revoke a general release of claims against the company: (i) Mr. Blitchok will not be eligible for any severance pursuant to the terms of his employment agreement or otherwise, (ii) upon his resignation as chief financial officer, Mr. Blitchok will no longer be an employee of the Company, but he shall serve as an advisor to the company until the earlier of September 30, 2024, and the termination of his service pursuant to the transition agreement, or the Advisory Period, and will receive consulting fees of $20,000 per month, and (iii) Mr. Blitchok will continue to vest in his outstanding equity grants through the end of the Advisory Period.

Pursuant to his employment agreement, in the event that Mr. Maloof’s employment is terminated by us without cause or if Mr. Maloof terminates his employment for good reason, as such terms are defined therein, subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if Mr. Maloof’s employment had not terminated, and a pro-rated amount of his target bonus for the year in which the termination occurs, and (ii) continue for a period of up to 12 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In lieu of the foregoing payments and benefits, if Mr. Maloof’s employment with us is terminated by us without cause or Mr. Maloof terminates his employment for good reason within the period beginning three months before and ending 12 months after a change in control, as such term is defined in Mr. Maloof’s employment agreement, and subject to his execution and the effectiveness of a separation agreement and release, we will be obligated to (i) pay him a lump-sum cash severance payment equal to the sum of 18 months of Mr. Maloof’s then-current base salary and the amount of any bonus earned but unpaid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) accelerate the vesting of all of the unvested equity awards held by Mr. Maloof that were granted immediately on or after the effectiveness of the registration statement filed in connection with our IPO as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) continue for a period of up to 18 months to make monthly payments equal to the monthly employer contribution that we would have made to provide health insurance as if he had remained employed by us. In addition, equity awards held by Mr. Maloof that were granted prior to the effectiveness of the registration statement filed in connection with our IPO will immediately accelerate and become fully exercisable or non-forfeitable in the event of a change in control during his employment with us.


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number Of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested(1) ($)
Nicolaas Vlok	4/10/2023	—	—	—	—	472,024(2)	11,692,035
	5/2/2022	71,137	118,560(3)	16.61	5/2/2032	—	—
	5/2/2022	—	—	—	—	160,259(3)	3,969,615
	7/27/2021	120,075	93,387(4)	26.00	7/27/2031	—	—
	7/27/2021	—	—	—	—	37,353(4)	925,234
	10/9/2019	2,188,109	—	6.06	10/9/2029	—	—
Sean Blitchok	4/10/2023	—	—	—	—	253,067(2)	6,268,470
	7/1/2022	53,559	89,260(5)	17.66	7/1/2032	—	—
	7/1/2022	—	—	—	—	141,880(5)	3,514,368
Chris Maloof	4/10/2023	—	—	—	—	214,723(2)	5,318,689
	7/1/2022	39,748	66,240(6)	17.66	7/1/2032	—	—
	7/1/2022	—	—	—	—	105,291(6)	2,608,058
	5/2/2022	18,557	30,926(3)	16.61	5/2/2032	—	—
	5/2/2022	—	—	—	—	41,803(3)	1,035,460
	7/27/2021	54,089	42,064(4)	26.00	7/27/2031	—	—
	7/27/2021	—	—	—	—	16,825(4)	416,755
	10/15/2019	78,750	—	6.06	10/15/2029	—	—


(1)			Represents the fair market value of the unvested restricted stock units as of December 31, 2023 based on the closing market price of our common stock on December 29, 2023, the last trading day of 2023, of $24.77 per share.
(2)			The award vests over four years, with 25% vesting on April 10, 2024 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(3)			The award vests over four years, with 25% vesting on May 2, 2023 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(4)			The award vests over four years, with 25% vesting on July 27, 2022 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(5)			The award vests over four years, with 25% vesting on June 13, 2023 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.
(6)			The award vests over four years, with 25% vesting on June 15, 2023 and the remainder vesting in 12 equal quarterly installments on the first day of the applicable month thereafter, in each case subject to the NEO’s continued service through each such date.

We participate in a retirement savings plan, or 401(k) plan, that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code, or the Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 18 years of age are generally eligible to participate in the 401(k) plan, subject to certain criteria, including attaining at least three months of service with us. Participants may make pre-tax and certain after-tax salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. Our 401(k) plan allows for discretionary matching contributions under the plan equal to 50% of up to the first 8% of eligible compensation, capped at $4,000 annually per employee. In addition, we have the ability to make discretionary non-elective contributions under the 401(k) plan. Matching and non-elective contributions made by us are generally subject to a vesting schedule whereby 100% of such contributions are vested as of the participants’ sixth year of service.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in MeridianLink’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

BDO has served as our independent registered public accounting firm since 2020. In making the determination to appoint BDO for the next fiscal year, the audit committee annually reviews and considers, among other factors, BDO’s independence and performance. The audit committee believes that the continued retention of BDO as our independent registered public accounting firm is in the best interests of MeridianLink and our stockholders. Although ratification of the audit committee’s appointment of BDO is not required, we value the opinions of our stockholders and believe that such stockholder ratification is a good corporate governance practice. If the stockholders do not ratify the selection, however, the audit committee will reconsider whether it is appropriate to select a different independent registered public accounting firm. In such event, the audit committee may retain BDO, notwithstanding the fact that the stockholders did not ratify the selection, or may select another independent registered public accounting firm without re-submitting the matter to the stockholders. Even if the selection is ratified, the audit committee may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of MeridianLink and its stockholders.

Our board of directors believes that eliminating personal monetary liability for officers under certain circumstances is essential to attract, retain, and motivate people with the necessary talent and experience to join the company and to achieve our short- and long-term business objectives. In April 2024, our board of directors approved an amendment to our Certificate of Incorporation, or our Charter, to provide for the exculpation of liability for certain officers of the company, or the Officer Exculpation Charter Amendment. We are requesting that our stockholders approve the Officer Exculpation Charter Amendment. If our stockholders approve the Officer Exculpation Charter Amendment, it will amend the current version of Article VII of our Charter. In the event that our stockholders do not approve this Proposal No. 3, the Officer Exculpation Charter Amendment will not become effective, and Article VII of our Charter will remain in its current form.

Our board of directors believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate. Generally, claims against corporations for breaches of fiduciary duties are expected to continue increasing. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation. Further, the board of directors anticipates that similar exculpation provisions are likely to continue to be adopted by the company’s peers and others with whom the company competes for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers. A Delaware corporation seeking to extend the benefits of the amended Section 102(b)(7) of the DGCL to its corporate officers must amend its certificate of incorporation, as the protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be effective. Our board of directors believes the proposed Officer Exculpation Charter Amendment would better position us to recruit top officer candidates. retain our current officers, and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability. Additionally, it would align the protections for our officers with those protections

If this Proposal No. 3 is approved by our stockholders at the Annual Meeting, the Charter will be amended to reflect the revisions contemplated by the Officer Exculpation Charter Amendment (as well as the Director Removal Charter Amendment contemplated by Proposal No. 4 below, if Proposal No. 4 is also approved by our stockholders at the Annual Meeting), and the amendments to the Charter, as and to the extent approved by the stockholders at the Annual Meeting, will become effective upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware, which is anticipated to occur shortly after the Annual Meeting. If our stockholders do not approve the Officer Exculpation Charter Amendment, Article VII of the Charter will remain unchanged, and our officers will not be entitled to exculpation under the DGCL. If the stockholders approve Proposal No. 3, but not Proposal No. 4, the Charter Amendment that will be filed with the Secretary of State of the State of Delaware will only reflect the revisions contemplated by the Officer Exculpation Charter Amendment. In accordance with the DGCL, however, the board of directors may abandon the Charter Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Charter Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval.

In April 2024, our board of directors approved an amendment to our Charter to allow stockholders to remove directors of the company from office at any time, and only with cause, by the affirmative vote of the holders of 66 2/3% of the outstanding shares of common stock entitled to vote in the election of directors, or the Director Removal Charter Amendment. Our board of directors is proposing to amend the Charter to be consistent with the interpretation of Section 141(k) of the DGCL. We are requesting that our stockholders approve the Director Removal Charter Amendment. If our stockholders approve the Director Removal Charter Amendment, it will amend the current version of Section 6 of Article VI of our Charter. In the event that our stockholders do not approve this Proposal No. 4, the Director Removal Charter Amendment will not become effective, and Section 6 of Article VI of our Charter will continue in its current form.

Section 6 of Article VI of our Charter currently provides that, with respect to the right of stockholders to remove a director serving on the board of directors, prior to the first date on which the Thoma Bravo Funds (as defined in the Charter) and their affiliates cease to beneficially own (directly or indirectly) in the aggregate at least 30% of the of our outstanding shares of common stock, a director may be removed with or without cause upon the affirmative vote of the Thoma Bravo Funds and their affiliates. However, Section 141(k) of the DGCL provides that, with respect to the removal of directors of a Delaware corporation, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except in the case of a corporation whose board is classified as provided in Section 141(d) of the DGCL, stockholders may effect such removal only for cause unless the certificate of incorporation provides otherwise. As currently written, our Charter permits the removal of a director by the affirmative vote of the Thoma Bravo Funds and their affiliates, even if such vote constitutes less than a majority of the outstanding shares entitled to vote at an election of directors.

In connection with our IPO in 2021, stockholders approved the company having a classified board as provided in Section 141(d) of the DGCL. As a result, pursuant to the provisions of the DGCL, including Section 141(k) of the DGCL, the directors serving on our board may only be removed by stockholders holding a majority of the shares then entitled to vote at an election of directors, or such other higher threshold as our certificate of incorporation requires pursuant to Section 102(b)(4) of the DGCL for this action. In order to correct this so that the threshold for the stockholder vote required to remove directors from our classified board is not less than the voting threshold required by Section 141(k) of the DGCL, which is more favorable to our stockholders, our board of directors has authorized and approved the Director Removal Charter Amendment, removing the right of the Thoma Bravo Funds to unilaterally remove a director, with our without cause, and permitting stockholders to remove a director at any time with cause by a vote of the of the holders of 66 2/3% of the outstanding shares of common stock entitled to vote in the election of directors in a manner consistent with Section 141(k) of the DGCL.

If this Proposal No. 4 is approved by our stockholders at the Annual Meeting, the Charter will be amended to reflect the revisions contemplated by the Director Removal Charter Amendment (as well as the Officer Exculpation Charter Amendment contemplated by Proposal No. 3 above, if Proposal No. 3 is also approved by our stockholders at the Annual Meeting), and the amendments to the Charter, as and to the extent approved by the stockholders at the Annual Meeting, will become effective upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware, which is anticipated to occur shortly after the Annual Meeting. If our stockholders do not approve the Director Removal Charter Amendment, Section 6 of Article VI of the Charter will remain unchanged. If the stockholders approve Proposal No. 4, but not Proposal No. 3, the Charter Amendment that will be filed with the Secretary of State of the State of Delaware will only reflect the revisions contemplated by the Director Removal Charter Amendment. In accordance with the DGCL, however, the board may abandon the Charter Amendment without further action by the stockholders at any time prior to the effectiveness of the filing of the Charter Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval.


(1)			The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock unit awards, which have no exercise price.
(2)			Includes our 2021 Plan and 2021 Employee Stock Purchase Plan, or ESPP. Our 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022, by 5% of the number of outstanding shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2021 Plan. On January 1, 2024, the number of shares available for issuance under the 2021 Plan increased automatically by 3,922,133 shares pursuant to this provision. This increase is not reflected in the table above. Similarly, our ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the least of 900,000 shares of our common stock, 1% of the number of outstanding shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by the ESPP’s administrator. On January 1, 2024, the number of shares available for issuance under the ESPP increased automatically by 784,427 shares pursuant to this provision. This increase is not reflected in the table above.
(3)			Includes 3,976,372 shares subject to outstanding options and 4,919,771 shares subject to outstanding restricted stock unit awards granted under the 2021 Plan. Amount does not include purchase rights accruing under the ESPP because the purchase right (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.
(4)			Includes 6,435,536 shares available for issuance under the 2021 Plan and 2,161,802 shares reserved for issuance under the ESPP.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 10, 2024, as well as shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of April 10, 2024 are considered outstanding and beneficially owned by the person holding the options or restricted stock unit awards for the purpose of calculating the percentage ownership of that person, but not for the purpose of calculating the percentage ownership of any other person. The number of shares beneficially owned excludes shares of our common stock that may be purchased pursuant to our ESPP within 60 days of April 10, 2024, as the current offering period under our ESPP


*			Represents beneficial ownership of less than 1% of outstanding shares of common stock.
(1)			Includes (i) 66,629 shares of common stock held by Mr. Blitchok and (ii) 71,411 shares of common stock issuable upon the exercise of options held by Mr. Blitchok that have vested or will vest within 60 days of April 10, 2024.
(2)			Includes (i) 78,246 shares of common stock held by Mr. Maloof and (ii) 222,597 shares of common stock issuable upon the exercise of options held by Mr. Maloof that have vested or will vest within 60 days of April 10, 2024.
(3)			Includes (i) 972,368 shares of common stock held by a family trust (“Family Trust 1”), (ii) 343,785 shares of common stock held by a family limited partnership (“Family LP 1”), (iii) 24,500 shares of common stock held through a Roth IRA for the benefit of Mr. McDermott, (iv) 23,592 shares of common stock held by a family limited partnership (“Family LP 2”), (v) 36,280 shares of common stock held by a family trust (“Family Trust 2”), (vi) 10,986 shares of common stock held by a family trust (“Family Trust 3”), (vii) 25,967 shares of common stock held by a family trust (“Family Trust 4”), (viii) 24,970 shares of common stock held by a family trust (“Family Trust 5”) and (ix) 89,560 shares of common stock held by a family trust (“Family Trust 6”). Mr. McDermott, as (a) a trustee of Family Trust 1, shares sole voting and dispositive power with respect to all securities held by Family Trust 1; (b) a general partner of each of Family LP 1 and Family LP 2, has sole voting and dispositive power with respect to all securities held by each such entity; and (c) a manager of each of Family Trust 2, Family Trust 3, Family Trust 4 and Family Trust 5, shares sole voting and dispositive power with respect to all securities held by each such entity.
(4)			Includes (i) 11,067,120 shares of common stock held by SCML, LLC and (ii) 1,014,526 shares of common stock held by KCD30, LLC. Apichat Treerojporn, as sole manager of SCML, LLC, has sole voting and dispositive power over the shares held by the entity. Mr. Nguyen, as the sole manager of KCD30, LLC, has sole voting and dispositive power over the shares held by the entity.
(5)			Includes (i) 16,676 shares of common stock held by Ms. Poddar and (ii) 9,886 shares of common stock issuable upon the settlement of RSUs held by Ms. Poddar that are releasable within 60 days of April 10, 2024.
(6)			Includes (i) 16,287 shares of common stock held by Mr. Rohde and (ii) 9,886 shares of common stock issuable upon the settlement of RSUs held by Mr. Rohde that are releasable within 60 days of April 10, 2024.
(7)			Includes (i) 6,402 shares of common stock held by Mr. Sachleben and (ii) 9,886 shares of common stock issuable upon the settlement of RSUs held by Mr. Sachleben that are releasable within 60 days of April 10, 2024.
(8)			Includes (i) 29,810 shares of common stock held by the Vlok Family Trust, dated March 17, 2009, (ii) 335,477 shares of common stock held by Mr. Vlok, and (iii) 2,429,715 shares of common stock issuable upon the exercise of options held by Mr. Vlok that have vested or will vest within 60 days of April 10, 2024. Nicolaas Vlok and Madeleine Vlok, as co-trustees of the Vlok Family Trust, dated March 17, 2009, share voting and dispositive power over the shares held by this entity.
(9)			Includes (i) 5,784 shares of common stock held by Mr. Williams and (ii) 9,886 shares of common stock issuable upon the settlement of RSUs held by Mr. Williams that are releasable within 60 days of April 10, 2024.


(10)			Includes (i) 17,993 shares of common stock held by Ms. Zheng and (ii) 9,886 shares of common stock issuable upon the settlement of RSUs held by Ms. Zheng that are releasable within 60 days of April 10, 2024.
(11)			Includes (i) 14,140,329 shares of common stock held by our executive officers and directors, (ii) 2,652,312 shares of common stock issuable upon the exercise of options held by our executive officers and directors that have vested or will vest within 60 days of April 10, 2024, and (iii) 49,430 shares of common stock held by our executive officers and directors that are releasable within 60 days of April 10, 2024.
(12)			Based solely on information contained in a Schedule 13G/A filed by Darlington Partners Capital Management, LP, or DPCM LP, Darlington Partners GP, LLC, or DP GP, Scott W. Clark, and Ramsey B. Jishi on February 1, 2024 with the SEC. DPCM LP is the investment adviser of private investment funds (together, the “Funds”). DP GP is the general partner of DPCM LP and the Funds. Mr. Clark and Mr. Jishi are the managers of DP GP. The principal business address of each of the foregoing entities is 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904.
(13)			Based solely on information contained in a Form 4 filed by Thoma Bravo UGP, LLC, Thoma Bravo Discover Fund, L.P., or Discover Fund, Thoma Bravo Discover Fund A, L.P., or Discover Fund A, Thoma Bravo Discover Fund II, L.P., or Discover Fund II, Thoma Bravo Discover Fund II-A, L.P., or Discover Fund II-A, and Thoma Bravo Discover Executive Fund II, L.P., or Discover Exec Fund II, with the SEC on February 9, 2024. Consists of 14,764,913 shares held directly by Discover Fund, 3,026,281 shares held directly by Discover Fund A, 12,299,125 shares held directly by Discover Fund II, 5,220,772 shares held directly by Discover Fund II-A, and 271,297 shares held directly by Discover Exec Fund II. Thoma Bravo Discover Partners, L.P., or Discover Partners, is the general partner of each of Discover Fund and Discover Fund A. Thoma Bravo Discover Partners II, L.P., or Discover Partners II, is the general partner of each of Discover Fund II, Discover Fund II-A, and Discover Exec Fund II. Thoma Bravo Discover UGP, LLC, or Discover UGP, is the general partner of Discover Partners. Thoma Bravo Discover UGP II, LLC, or Discover UGP II, is the general partner of Discover Partners II. Thoma Bravo UGP, LLC is the managing member of each of Discover UGP and Discover UGP II. By virtue of the relationships described in this footnote, Thoma Bravo UGP, LLC may be deemed to exercise voting and dispositive power with respect to the shares held directly by Discover Fund, Discover Fund A, Discover Fund II, Discover Fund II-A, and Discover Exec Fund II. The principal business address of the entities identified herein is c/o Thoma Bravo, L.P., 110 N. Wacker Drive, 32nd Floor, Chicago, Illinois 60606.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/MLNK2024 and enter the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form or within the body of the email for electronic delivery recipients. You may also submit a question approximately 15 minutes prior to the Annual Meeting start time after logging in with your control number. Questions submitted that are pertinent to the company and the meeting matters will be read aloud and answered, as time permits and in accordance with meeting procedures and rules of conduct for the Annual Meeting. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Pursuant to SEC rules, we are furnishing proxy materials primarily over the Internet. Accordingly, on or about April 24, 2024, we sent a Notice of Internet Availability to most of our stockholders with instructions on how to access your proxy materials online or request a printed copy of the proxy materials by mail. The Notice of Internet Availability also contains instructions on how you may request to receive an electronic copy of our proxy materials by email. We encourage stockholders to take advantage of the availability of the proxy materials online to expedite receipt of proxy materials by our stockholders, assist in sustainable environmental practices, and reduce the cost to print and distribute the proxy materials.

If you and other residents at your mailing address own shares of common stock in street name, your bank or broker may deliver a single Notice of Internet Availability, or, if you requested printed versions by mail, this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023, along with individual proxy cards, unless contrary instructions have been received from you. This procedure known as “householding” is designed to reduce the environmental impact of annual meetings as well as printing and postage costs and the volume of duplicate information stockholders receive. Stockholders may revoke their consent to future householding or enroll in householding by contacting Broadridge at 1-866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

•Proposal No. 3 - Approval of Amendment to Our Certificate of Incorporation to Allow for the Exculpation of Officers as Permitted by Delaware Law. Approval of an amendment to our Certificate of Incorporation to allow for the exculpation of officers requires an affirmative vote of at least 66 2/3% of the outstanding shares of common stock entitled to vote. Abstentions are considered shares present and entitled to vote on this proposal and therefor an abstention will have the same effect as a vote against Proposal No. 3. This proposal is not considered to be a “routine” item under the NYSE, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker non-votes. Broker non-votes have the same effect as a vote against Proposal No. 3.

•Proposal No. 4 - Approval of Amendment to Our Certificate of Incorporation to Allow Stockholders to Remove Directors At Any Time With Cause by a Supermajority Vote of Stockholders. Approval of an amendment to our Certificate of Incorporation to allow stockholders to remove directors at any time with cause by supermajority vote of stockholders requires an affirmative vote of at least 66 2/3% of the outstanding shares of common stock entitled to vote. Abstentions are considered shares present and entitled to vote on this proposal and therefor an abstention will have the same effect as a vote against Proposal No. 4. This proposal is not considered to be a “routine” item under the NYSE, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker non-votes. Broker non-votes have the same effect as a vote against Proposal No. 4.

This proxy statement contains information that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, these statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions, although not all forward-looking statements contain these identifying words. Further, statements describing our strategy, outlook, plans, intentions, or goals, including corporate governance and compensation strategies, are also forward-looking statements. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks set forth under the caption “Risk Factors,” or elsewhere, in our Annual Report on Form 10-K for the most recently ended fiscal year, any updates in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K, and our other SEC filings. These forward-looking statements are based on reasonable assumptions as of the date hereof. The plans, intentions, or expectations disclosed in our forward-looking statements may not be achieved, and you should not rely upon forward-looking statements as predictions of future events. We undertake no obligation, other than as required by applicable law, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

“Subject to the rights, if any, of any series of Undesignated Preferred Stock to elect Directors and to remove any Director whom the holders of any such series have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) prior to the first date on which the Thoma Bravo Funds and their affiliates cease to beneficially own (directly or indirectly) in the aggregate at least 30% of the of the outstanding Common Stock of the Corporation, with or without cause upon the affirmative vote of the Thoma Bravo Funds and their affiliates, (ii) on and after such date, (A) only with cause and (B) only by the affirmative vote of the holders of 66 2/3% or more of the outstanding shares of capital stock then entitled to vote at an election of Directors.”

“A Director or Officer (as defined below) of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director or Officer, except for liability (a) for any breach of the Director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) (c) for any transaction from which the Director or Officer derived an improper personal benefit, or (d) in the case of Directors, under Section 174 of the DGCL, or (e) in the case of Officers, in any action by or in the right of the corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors or Officers, then the liability of a Director or Officer of the Corporation, as applicable, shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.


Internet:	Telephone:	Mail:	During the Meeting:
www.proxyvote.com	1-800-690-6903 or the number on your voting instruction form	Mark, sign, date, and return your proxy card	See page 37 for details to vote during the meeting @ www.virtualshareholder meeting.com/MLNK2024



•Independent chair of the board of directors
•Majority independent board of directors
•Annual board and committee performance assessment
•Board-level oversight of environmental, social, and governance matters
•Dedicated oversight of cybersecurity
•Prohibition on hedging, pledging, and short sales
•Active stockholder engagement
•Clawback policy for incentive compensation
•Stock ownership guidelines for directors and executive officers


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Total ($)
Cody Cowan(2)	6,168	349,986	356,154
A.J. Jangalapalli(3)	34,752	199,994	234,746
James Lines(4)	24,833	123,041	147,874
Edward H. McDermott(5)	10,938	349,984	360,922
Pam Murphy(6)	25,000	—	25,000
Reema Poddar	64,828	199,994	264,822
A.J. Rohde	50,172	199,994	250,166
Mark Sachleben(7)	32,571	499,992	532,563
Duston Williams	68,361	199,994	268,355
Yael Zheng	60,604	199,994	260,598
Paul Zuber(8)	90,323	199,994	290,317


Annual Compensation for Board Service			Annual Retainer ($)
Non-Employee Director			40,000
Non-Executive Chair			30,000
Lead Independent Director			20,000


Annual Compensation for Committee Service	Member Retainer ($)	Chair Retainer ($)
Audit Committee	10,000	20,000
Compensation Committee	7,500	15,000
Cybersecurity Committee	5,000	10,000
Nominating and Corporate Governance Committee	5,000	10,000


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


AUDIT COMMITTEE			2023 Meetings: 8
Members: Edward H. McDermott Mark Sachleben Duston Williams, Chair


COMPENSATION COMMITTEE			2023 Meetings: 5
Members: Edward H. McDermott Reema Poddar Mark Sachleben, Chair


CYBERSECURITY COMMITTEE			2023 Meetings: 5
Members: George Jaber Reema Poddar, Chair Yael Zheng


NOMINATING AND CORPORATE GOVERNANCE COMMITTEE			2023 Meetings: 4
Members: Edward H. McDermott A.J. Rohde Yael Zheng, Chair


EDWARD H. MCDERMOTT			Director • Chair of the Board • Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee
			Age: 53


R			The board of directors recommends a vote “FOR” the election of George Jaber, Edward H. McDermott, and Duston Williams as Class III directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027.


*			Upon the effectiveness of his appointment to our board of directors, expected to be May 1, 2024, Mr. Katz will serve as a class I director.


LAURENCE E. KATZ			Chief Financial Officer • Appointed Director
			Age: 55


A.J. ROHDE			Director • Nominating and Corporate Governance Committee
			Age: 44


(Name of Registrant as Specified In Its Charter)


REEMA PODDAR			Director • Compensation Committee • Cybersecurity Committee (Chair)
			Age: 57


MARK SACHLEBEN			Director • Compensation Committee (Chair) • Audit Committee
			Age: 59


YAEL ZHENG			Director • Cybersecurity Committee • Nominating and Corporate Governance Committee (Chair)
			Age: 59


Position			Multiple of Annual Equity Retainer
Non-Employee Director			3x


2023 NAMED EXECUTIVE OFFICERS:
Nicolaas Vlok	Sean Blitchok	Chris Maloof
Chief Executive Officer	Former Chief Financial Officer	President, Go To Market


Position			Multiple of Base Salary
Chief Executive Officer (CEO)			6x
Non-CEO Section 16 Officer			3x
Non-CEO/Non-Section 16 ELT Member			2x


	2023 ($)		2022 ($)
Audit Fees(1)	$	760,000	$	649,769
Audit-Related Fees(2)	85,000		144,414
Tax Fees(3)	397,579		497,255
All Other Fees	—		—
Total Fees	$	1,242,579	$	1,291,438


(1)			Audit fees consist of professional services rendered in connection with the audits of our annual financial statements, reviews of our quarterly financial statements, and audit services provided in connection with other regulatory or statutory filings for which we have engaged BDO.
(2)			Audit-related fees consist of assurance and services performed in connection with our 401(k) plan audit and due diligence services provided in connection with certain business combinations.


(3)			Tax fees consist of fees for tax consultation and advice and tax return preparation.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1) ($)(b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders(2)	8,896,143	(3)	12.53	8,597,338	(4)
Equity compensation plans not approved by security holders	—		—	—
Total	8,896,143		12.53	8,597,338


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Outstanding Shares Beneficially Owned
Named Executive Officers and Directors:
Sean Blitchok(1)	138,040	*
George Jaber	—	*
Chris Maloof(2)	300,843	*
Edward H. McDermott(3)	1,552,008	2.0	%
Timothy Nguyen(4)	12,081,646	15.8	%
Reema Poddar(5)	26,562	*
A.J. Rohde(6)	26,173	*
Mark Sachleben(7)	16,288	*
Nicolaas Vlok(8)	2,795,002	3.5	%
Duston Williams(9)	15,670	*
Yael Zheng(10)	27,879	*
All current directors and executive officers as a group (11 individuals)(11)	16,842,071	21.3	%
5% Stockholders:
Entities Affiliated with Darlington Partners Capital(12)	4,167,248	5.4	%
Thoma Bravo Funds(13)	35,582,388	46.5	%