What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-15 · 40 added, 181 removed, 156 unchanged (59% of the section changed)

5 unchanged sentences

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of December 31, 2022, our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting as described below.

Management’s Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Additionally, our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2022 due to the existence of the material weaknesses described below.

In connection with the preparation of the financial statements for this Annual Report on Form 10-K, we identified a material weakness in our internal control over financial reporting as of December 31, 2022.

The material weakness identified related to certain information technology general controls (“ITGCs”) that support certain of the Company’s solution organizations’ revenue processes which were found to be not operating effectively.

As a result, certain of the Company’s related information technology-dependent manual and application controls that rely upon the affected ITGCs, or information coming from information technology (“IT”) systems with affected ITGCs, for continued operation were also deemed ineffective.

We have concluded that the material weakness arose due to acquired IT infrastructure.

The material weakness did not result in any identified misstatements to our consolidated financial statements or changes to previously disclosed financial results.

Our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Remediation Efforts to Address Material Weakness

To remediate the material weakness described above, we plan to improve the performance of our ITGCs by enhancing our training for ITGC owners regarding their roles and responsibilities.

We are also working with the application owners to bolster the systems and improve our documentation supporting the related ITGCs.

Changes in Internal Control

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation efforts described above, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

10 unchanged sentences

The following table sets forth the name, age and position(s) of each of our executive officers and directors as of March 15, 2023:

Name Age Position(s)

Name Age Position(s) with EverCommerce Principal Employment

Executive Officers

Eric Remer (1)

50 Chief Executive Officer and Director

Matthew Feierstein 49 President

Marc Thompson 57 Chief Financial Officer

Chris Alaimo 54 Chief Technology Officer

Sarah Jordan 37 Chief Marketing Officer

Stone de Souza 48 Chief Operating Officer

Lisa Storey 40 General Counsel

51 Chief Executive Officer and Director Same

Matthew Feierstein 50 President Same

Marc Thompson 58 Chief Financial Officer Same

Chris Alaimo 55 Chief Technology Officer Same

Sarah Jordan 38 Chief Marketing Officer Same

Shane Driggers 47 Chief Human Resource Officer Same

Lisa Storey 41 General Counsel Same

Non-Employee Directors

Penny Baldwin-Leonard (3)

Jonathan Durham (2)

65 Director Former SVP and Chief Marketing Officer of Qualcomm Incorporated

Kimberly Ellison-Taylor (2)

52 Director Chief Executive Officer of KET Solutions, LLC

Mark Hastings (3)

55 Director Chief Executive Officer of PSG Equity L.L.C.

John Marquis (1)

35 Director Managing Director of PSG Equity L.L.C.

Joseph Osnoss (3)

45 Director Managing Partner of Silver Lake

John Rudella 51 Director Director of Silver Lake

64 Director Managing Partner of Specie Mesa L.L.C.

Debby Soo (1)

42 Director Chief Executive Officer of OpenTable, Inc.

(1) Member of the Nominating and Corporate Governance Committee

1 unchanged sentence

(3) Member of the Compensation Committee

Eric Remer founded and has served as our Chief Executive Officer and as a member of our board of directors since October 2016 and previously co-founded and served as Chief Executive Officer and as a member of the board of directors of PaySimple, which is now part of the EverCommerce platform, from 2006 to October 2016.

also serves as the chairman of our board of directors.

Remer previously founded and served as Chief Executive Officer of Conclave Group LLC, a direct marketing services company, from 2002 to 2005.

Remer also previously co-founded I-Behavior LLC, a behavioral targeting and database marketing organization, from 1998 to 2002.

Remer received his B.A.

in History from the University of Michigan.

We believe Mr.

Remer is qualified to serve on our board of directors, including as the chairman of our board of directors, because of the historical knowledge, operational expertise, leadership and continuity that he brings to our board of directors as a founder of both EverCommerce and PaySimple and as our Chief Executive Officer.

Matthew Feierstein has served as our President since October 2016 and previously served as President of PaySimple, which is now part of the EverCommerce platform, from December 2009 to October 2016.

Feierstein served as our Chief Operating Officer from October 2016 to April 2021.

Feierstein is responsible for overseeing the holistic business operations and accountable to both the growth and profitability of the operation.

Feierstein previously served as Chief Operating Officer of Pronto.com, a price comparison service platform and a division of IAC, a media and internet company.

Feierstein also served in senior product and operational leadership roles at Citysearch.com, another division of IAC, as well as spending several years in a senior management role at a small business start-up in the service industry.

Feierstein received his B.A.

in History from the University of Michigan.

Marc Thompson has served as our Chief Financial Officer since December 2016.

Thompson is responsible for supporting our growth initiatives, driving our capitalization strategy and overseeing finance and accounting.

Prior to joining us, Mr.

Thompson served as Managing Director, Co-Head of Investment Banking and Head of Technology Banking of Oppenheimer & Co.

from July 2012 to December 2016, and previously as Managing Director, Head of Software & Services Group of Oppenheimer & Co.

Prior to that, Mr.

Thompson served as Managing Director of CIBC Capital Partners from 2007 to 2009.

Thompson received his B.A.

in Economics from Dartmouth College.

Chris Alaimo has served as our Chief Technology Officer since October 2016 and previously served as Chief Technology Officer of PaySimple, which is now part of the EverCommerce platform.

Alaimo is responsible for leading a global team of software developers, IT professionals and cybersecurity experts.

Prior to joining us, Mr.

Alaimo served as Vice President of Engineering at Starboard Storage Systems, Inc., a hybrid data storage company, and co-founded and served as Vice President of Engineering of ProStor Systems, Inc., a data storage startup.

Alaimo received his B.S.

in Electrical Engineering from the University of Michigan.

Sarah Jordan has served as our Chief Marketing Officer since October 2016 and is responsible for leading corporate marketing for, and organic growth of, our software solutions as well as marketing, integrated go-to-market, business development, and operational growth opportunities.

From 2008 to October 2016, Ms.

Jordan served in a series of marketing leadership roles at PaySimple, which is now part of the EverCommerce platform, including as Senior Vice President of Marketing Strategy, Vice President of Marketing and Director of Marketing.

Jordan received her B.A.

in Business Administration, with concentrations in Economics, Marketing, and International Business from Carroll College.

Stone de Souza has served as our Chief Operating Officer since April 2021.

Previously, Mr.

de Souza served as Vice President and General Manager of the Small Business Segment of Sage Group plc, a multinational accounting and financial software company, from October 2019 to April 2021, where he was responsible for defining and implementing growth strategy and leading a team of product, marketing, sales and customer success professionals.

From November 2017 to October 2019, Mr.

de Souza served as the Vice President of Accountant Solutions of Sage Group plc.

Prior to this, from July 2014 to August 2017, Mr.

de Souza served at the General Manager and Business Unit Leader of Marketing, Sales and Strategic Partnerships for the Accounting Division for Intuit Inc.

de Souza received his B.A.

in Business Administration, a post-graduate degree in Business Administration, and an M.S.

in Marketing from IDRAC Business School in France.

He also holds a B.A.

in International Relations from ILERI in Paris, France, and a post-graduate degree in Management from HEC Montreal.

Lisa Storey has served as our General Counsel since August 2017 and is responsible for supporting our continued growth and business pursuits from a legal and risk management perspective.

From November 2012 to August 2017, Ms.

Storey served as Associate General Counsel of Air Methods Corporation, an air ambulance company in the United States.

Prior to that, Ms.

Storey practiced in the health care regulatory groups at the law firms of Davis Graham & Stubbs LLP in Denver, CO and Arent Fox LLP in Washington, D.C., providing merger and acquisition, litigation and compliance counsel for her clients.

Storey received her J.D.

from Vanderbilt University Law

School and her B.A.

in Molecular, Cellular and Developmental Biology and Philosophy from University of Colorado Boulder.

Penny Baldwin-Leonard has served as a member of our board of directors since March 2021.

Baldwin-Leonard was the Senior Vice President and Chief Marketing Officer of Qualcomm Incorporated, until January 2022, a role she has held since October 2017.

She was responsible for overseeing global marketing efforts across all business channels and disciplines.

Prior to this, from October 2014 to July 2017, Ms.

Baldwin-Leonard served as Vice President and General Manager of Global Brand Management at Intel Corporation, where she was responsible for developing and managing the company’s global brand strategy and reputation.

She also oversaw global partner marketing, sports marketing and new technology marketing.

From 2012 to 2015, Ms.

Baldwin-Leonard served as Executive Vice President and Chief Marketing Officer at McAfee Corp., and from 2009 to 2012, she served as Senior Vice President of Global Brand Strategy and Consumer Marketing at Yahoo!

We believe Ms.

Baldwin-Leonard is qualified to serve on our board of directors because of her extensive experience as part of the executive leadership teams of leading technology corporations.

Jonathan Durham has served as a member of our board of directors since August 2019.

Durham is a Managing Director of Silver Lake, which he joined in 2005.

Durham is currently a member of the board of directors of Imagine Learning, Gemini Trust Company LLC and Row New York, and previously on the board of directors of Quorum Business Solutions, Inc.

and Gerson Lehrman Group, Inc.

Durham received his A.B.

in History from Harvard College.

We believe Mr.

Durham is qualified to serve on our board of directors because of his extensive experience in private equity investing, including in the technology sector, and service on the boards of directors of other companies.

Kimberly Ellison-Taylor has served as a member of our board of directors since March 2021.

Since April 2021, Ms.

Ellison-Taylor has served as the Chief Executive Officer of KET Solutions, LLC, a consulting firm.

Prior to this, Ms.

Ellison-Taylor served as the Executive Director of Finance Thought Leadership at Oracle Corporation, a role she has held from April 2019 to March 2021, as Global Strategy Leader for the Cloud Business Group from September 2018 to March 2019, as Global Strategy Director for the Financial Services Industry Group from July 2015 to September 2018, and as Executive Director and Global Leader for Health, Human and Labor Vertical from October 2004 to July 2015.

From 2016 to 2018, Ms.

Ellison-Taylor served as the Chairman of the Board for the American Institute of CPAs and also as Chairman of the Association of Certified Professional Accountants.

Ellison-Taylor has been an Adjunct Professor at Carnegie Mellon University’s Heinz College of Information Systems and Public Policy since 2019.

Ellison-Taylor currently serves on the board of directors of Mutual of Omaha Insurance Corporation, where she is a member of the Audit and Risk Committees.

Ellison-Taylor also serves on the board of directors of U.S.

Bancorp as a member of the Audit and the Public Responsibility Committees.

Ellison-Taylor received her M.B.A.

in Business Administration and Decision Science from Loyola University Maryland, and received her B.A.

in Information Systems Management from the University of Maryland Baltimore County.

She also holds an M.S.

in Information Technology Management and a Chief Information Officer certificate from Carnegie Mellon University, as well as a certificate in Public Accounting from the Community College of Baltimore County.

She is a certified public accountant, certified information systems auditor and chartered global management accountant.

We believe Ms.

Ellison-Taylor is qualified to serve on our board of directors due to her extensive financial and technical experience in the technology sector, her leadership in the accounting and finance profession and service on the boards of directors of other public companies.

Mark Hastings has served as a member of our board of directors since October 2016.

Hastings is Chief Executive Officer of Providence Strategic Growth Capital Partners L.L.C.

and has held this role since 2014.

Hastings currently serves as a member of the board of a number of private companies.

Hastings received his M.B.A.

from the Wharton School at the University of Pennsylvania and his B.A.

in Economics from Colorado College.

We believe Mr.

Hastings is qualified to serve on our board of directors due to his extensive experience in private equity investing, including the technology sector, and service on the boards of directors of other companies in similar industries.

John Marquis has served as a member of our board of directors since October 2016.

Marquis is a Managing Director of PSG Equity L.L.C., and has previously served in a number of capacities at the firm since joining initially in 2014.

Marquis currently serves as a member of the board of a number of private companies.

Marquis received his B.S.

in Finance and Accounting from Boston College.

We believe Mr.

Marquis is qualified to serve on

our board of directors due to his extensive experience in private equity investing, including the technology sector, and service on the boards of directors of other companies in similar industries.

Joseph Osnoss has served as a member of our board of directors since August 2019.

Osnoss is a Managing Partner of Silver Lake, which he joined in 2002.

From 2010 to 2014, he was based in London, where he co-led the firm’s activities in EMEA.

Prior to joining Silver Lake, Mr.

Osnoss worked in investment banking at Goldman, Sachs & Co.

Osnoss is currently a member of the boards of directors of Carta, Cegid Group, Clubessential Holdings, First Advantage Corporation, where he is Chairman of the Board and serves on the nominating and corporate governance committee, Global Blue Group Holding AG, where he serves on the nomination and compensation committee, LightBox and Relativity.

He previously served as Chairman of the Board of Cast & Crew Entertainment Services, and as a board director of Instinet Inc., Interactive Data Corporation and Mercury Payment Systems.

Additionally, Mr.

Osnoss served on the board of directors of Cornerstone OnDemand, Inc.

from December 2017 to October 2021, where he served on the nominating and corporate governance committee and business operations committee at times during his tenure.

Osnoss also served on the board of directors of Sabre Corporation from March 2007 to April 2021 and served on its audit, compensation, executive, governance and nominating and technology committees during various periods of his directorship.

Osnoss served on the board of directors of Virtu Financial Inc.

or associated entities from July 2011 to April 2016, serving on its audit committee from April 2015 to April 2016.

Osnoss received his A.B.

in Applied Mathematics and a citation in French Language from Harvard College.

He has remained involved in academics, including as a Visiting Professor in Practice at the London School of Economics;

a member of the Dean’s Advisory Cabinet at Harvard’s School of Engineering and Applied Sciences;

a participant in The Polsky Center Private Equity Council at the University of Chicago;

and a Trustee of Greenwich Academy.

We believe Mr.

Osnoss is qualified to serve on our board of directors due to his extensive experience in private equity investing, domestic and international experience, and service on the boards of directors of other companies.

Simonson has served as a member of our board of directors since March 2021, and is our lead independent director and Chair of the Audit Committee.

Simonson is the Managing Partner of Specie Mesa L.L.C., where he acts as advisor, investor and independent board member to select PE and VC backed private technology companies, a position he has held since July 2018.

Prior to that, he served as Executive Vice President and Chief Financial Officer of Sabre Corporation from March 2013 to July 2018, helping to take it public in 2014.

Simonson is currently a member of the board of directors of Electronic Arts Inc., where he also is Chair of the Audit Committee, and formerly served as the Lead Director and Chair of Nominating and Corporate Governance Committee from 2009 to 2014.

Since June 2020, Mr.

Simonson has served as a member of the board of directors of Couchbase, a modern cloud database for enterprise applications, where he is lead independent director and Chair of the Audit Committee and helped take it public in 2021.

He has served as a member of the board of directors of Cast & Crew, a private company providing a broad suite of entertainment industry software, since September 2018.

From 2009 to 2018, he served on the board of directors of Silver Spring Networks, Inc., which he helped take public in 2013.

Simonson received his M.B.A.

in Finance from the Wharton School of Management at the University of Pennsylvania, and his B.S.

in Mining Engineering from the Colorado School of Mines.

We believe Mr.

Simonson is qualified to serve on our board of directors due to his extensive operational experience as an executive at a number of technology companies and his service on the boards of other technology companies.

Debby Soo has served as a member of our board of directors since March 2021.

Soo is the Chief Executive Officer of OpenTable, Inc., a real-time online reservation network, a role she has held since August 2020.

Previously, Ms.

Soo served in a number of roles at Kayak Software Corporation, including Chief Commercial Officer from August 2017 to July 2020, Senior Vice President of Business Development from January 2017 to July 2017, Vice President of Asia Pacific from May 2014 to January 2017, Senior Director of New Markets from July 2013 to May 2014, and previously as Director of Product Marketing, and Mobile Business Development Manager and Mobile Project Manager.

From December 2020 to March 2021, Ms.

Soo served on the board of directors of Lesson Nine GmbH, an education services company operating as Babbel, where she also served as a member of the compensation committee.

Soo received her M.B.A.

in Entrepreneurship and General Management from the Massachusetts Institute of Technology, her M.A.

in East Asian Studies from Stanford University, and her B.A.

in East Asian Studies with a minor in Economics from Stanford University.

We believe Ms.

Soo is qualified to serve on our board of directors due to her extensive experience holding executive and leadership roles across a number of technology companies.

The remainder of the information required to be disclosed by this Item 10 will be included in our definitive proxy

statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference .

The remainder of the information required to be disclosed by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2023 Annual Meeting of Stockholders and is incorporated

herein by reference .

Executive Compensation

38 unchanged sentences

4.5 Description of Capital Stock

10-K 001-40575 4.5 3/15/2022

10.1# Form of Indemnification Agreement between EverCommerce Inc.

25 unchanged sentences

10.11# Employment Agreement by and between the Company and Eric Remer, dated July 1, 2021

10-K 001-40575 10.11# 3/15/22

10.12# Employment Agreement by and between the Company and Matthew Feierstein, dated July 1, 2021

10-K 001-40575 10.12# 3/15/22

10.13# Employment Agreement by and between the Company and Marc Thompson, dated July 1, 2021

10.14 Credit Agreement, by and among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., the lenders party thereto, KKR Loan Administration Services LLC, Cortland Capital Market Services LLC and the joint lead arrangers and joint bookrunners party thereto, dated August 23, 2019

S-1 333-256641 10.9 5/28/21

10.15 First Incremental Facility Amendment to the Credit Agreement by and among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., the additional delayed draw term lenders party thereto and KKR Loan Administration Services LLC, dated September 23, 2020

S-1 333-256641 10.10 5/28/21

10.16 Collateral Agreement by and among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., the guarantors party thereto and Cortland Capital Market Services LLC, dated August 23, 2019

S-1 333-256641 10.11 5/28/21

10.17 Guarantee Agreement by and among EverCommerce Intermediate Inc., EverCommerce Solutions Inc., the subsidiary guarantors identified therein, KKR Loan Administration Services LLC and Cortland Capital Market Services LLC, dated August 23, 2019

10-K 001-40575 10.13# 3/15/22

10.14# PaySimple, Inc.

2008 Equity Incentive Plan

S-8 333-268321 99.3 11/14/22

43 unchanged sentences

/s/ Penny Baldwin-Leonard Director March 15, 2023

Penny Paldwin-Leonard

/s/ Jonathan Durham Director March 14, 2022

Jonathan Durham

Penny Baldwin-Leonard

/s/ Kimberly Ellison-Taylor Director March 15, 2023

5 unchanged sentences

Joseph Osnoss

/s/ John Rudella Director March 15, 2023

/s/ Richard A.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures