What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-16 · 87 added, 75 removed, 170 unchanged (49% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), who are our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2022, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the quarter ended December 31, 2022 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our CEO and our CFO, who are our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective as a result of a material weakness in our internal control over financial reporting discussed below.

Notwithstanding the identified material weakness described below, our management, including our CEO and CFO, does not believe that this deficiency had an adverse effect on our reported operating results or financial condition, and has concluded that our financial statements and other financial information included in this Annual Report and other periodic filings present fairly, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in accordance with GAAP.

Limitations on Effectiveness of Controls and Procedures

4 unchanged sentences

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework).

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP (PCAOB ID:

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework).

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP (EY) (PCAOB ID:

42), an independent registered public accounting firm, as stated in their report included herein.

Our management identified a material weakness in the design of our controls related to the accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls.

This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial statements.

Remediation Efforts with Respect to Material Weakness

We have drafted documentation to respond to, and are developing a comprehensive plan to remediate as soon as possible, this material weakness.

Changes in Internal Control Over Financial Reporting

Except for the material weakness and remediation efforts described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited GoDaddy Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, GoDaddy Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and our report dated February 16, 2023 expressed an unqualified opinion thereon.

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, GoDaddy Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2023 , based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessmen t.

Management has identified a material weakness in controls related to the accounting for income taxes and related disclosures with regard to management review controls and the completeness and accuracy of information used in the execution of those controls.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2023, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024, which expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

Other Information

On December 8, 2023 , Aman Bhutani , Chief Executive Officer , modified his previously adopted 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

As modified, the 10b5-1 trading plan provides for the sale of an aggregate of 17,700 shares of the company's Class A common stock between March 2024 and June 2024.

On December 7, 2023 , Mark McCaffrey , Chief Financial Officer , modified his previously adopted 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

As modified, the 10b5-1 trading plan provides for the sale of an aggregate of 8,000 shares of the company's Class A common stock between March 2024 and May 2024.

On November 27, 2023 , Nick Daddario , Chief Accounting Officer , adopted a 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The 10b5-1 trading plan provides for the sale of an aggregate of 3,078 shares of the company's Class A common stock between February 2024 and February 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

11 unchanged sentences

The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

We have filed the following documents as part of this Annual Report on Form 10-K:

7 unchanged sentences

Exhibit Filing Date

2.1 Reorganization Agreement dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein

8-K 001-36904 2.1 4/6/2015

3.1 Restated Certificate of Incorporation of GoDaddy Inc., dated June 1, 2022

4 unchanged sentences

S-1/A 333-196615 4.1 3/19/2015

4.2 Amended and Restated Registration Rights Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein

8-K 001-36904 10.3 4/6/2015

4.3 Stockholder Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein

8-K 001-36904 10.4 4/6/2015

4.4 Exchange Agreement, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein

8-K 001-36904 10.2 4/6/2015

2015 Equity Incentive Plan, and form of agreements thereunder

5 unchanged sentences

S-8 333-203166 4.4 4/1/2015

Bootstrap, Inc.

2008 Stock Plan, and form of agreements thereunder

S-1/A 333-196615 10.11 2/13/2015

The Go Daddy Group, Inc.

2 unchanged sentences

4.6* Description of Capital Stock

10-K 333-196615 4.10 2/21/2020

4.11 Indenture, dated as of June 4, 2019, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.7 Indenture, dated as of June 4, 2019, among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

8-K 001-36904 4.1 6/7/2019

1 unchanged sentence

8-K 001-36904 4.2 6/7/2019

4.13 Indenture, dated as of February 25, 2021, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.9 Indenture, dated as of February 25, 2021, among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

8-K 001-36904 4.1 2/26/2021

1 unchanged sentence

8-K 001-36904 4.2 2/26/2021

4.15* First Supplemental Indenture to the Indenture dated June 4, 2019, among Go Daddy Operating Company, LLC, GD Finance Co, LLC, Poynt, LLC, Registry Services, LLC and Computershare Trust Company, National Association, dated January 24, 2023

4.16* First Supplemental Indenture to the Indenture dated February 25, 2021, among Go Daddy Operating Company, LLC, GD Finance Co, LLC, Poynt, LLC, Registry Services, LLC and Computershare Trust Company, National Association, dated Jan u a ry 24, 2023

10.1 Third Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC, dated as of March 31, 2015, by and among GoDaddy Inc., Desert Newco, LLC and the other parties named therein

4.11 First Supplemental Indenture to the Indenture dated as of June 4, 2019, among Go Daddy Operating Company, LLC, GD Finance Co, LLC, Poynt, LLC, Registry Services, LLC and Computershare Trust Company, National Association, dated as of January 4, 2023

10-K 001-36904 4.15 2/16/2023

4.12 First Supplemental Indenture to the Indenture dated as of February 25, 2021, among Go Daddy Operating Company, LLC, GD Finance Co, LLC, Poynt, LLC, Registry Services, LLC and Computershare Trust Company, National Association, dated as of January 4, 2023

10-K 001-36904 4.16 2/16/2023

4.13+ Amendment to GoDaddy Inc.

2015 Equity Incentive Plan

10-Q 001-36904 4.1 5/5/2023

4.14+ Amendment to GoDaddy Inc.

2015 Employee Stock Purchase Plan

10-Q 001-36904 4.2 5/5/2023

10.1 Tax Receivable Agreement (Exchanges) dated as of March 31, 2015, by and among GoDaddy Inc.

13 unchanged sentences

8-K 001-36904 10.9 4/6/2015

10.7 Amendment No.

1 to the Tax Receivable Agreement (Exchanges), dated July 31, 2020, by and among the Company and the parties named therein.

8-K 001-36904 10.1 8/5/2020

10.8 TRA (Exchanges) Termination and Release Agreement, dated July 31, 2020, by and among the Company and the parties named therein and subsequently becoming parties thereto

8-K 001-36904 10.2 8/5/2020

Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

10.9 TRA (KKR Reorganization) Termination and Release Agreement, dated July 31, 2020, by and between the Company and KKR 2006 GDG Blocker L.P.

10.6 Amendment No.

1 to the Tax Receivable Agreement (Exchanges), dated July 31, 2020, by and among GoDaddy Inc.

and the parties named therein.

8-K 001-36904 10.1 8/5/2020

10.10 TRA (KKR Co-Invest Reorganization) Termination and Release Agreement, dated July 31, 2020, by and between the Company and GDG Co-Invest Blocker L.P.

10.7 TRA (Exchanges) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and the parties named therein or subsequently becoming parties thereto

8-K 001-36904 10.2 8/5/2020

10.11 TRA (SLP Reorganization) Termination and Release Agreement, dated July 31, 2020, by and between the Company and SLP III Kingdom Feeder I, L.P.

10.8 TRA (KKR Reorganization) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and KKR 2006 GDG Blocker L.P.

8-K 001-36904 10.3 8/5/2020

10.12 TRA (TCV Reorganization) Termination and Release Agreement, by and between the Company and TCV VII (A) L.P.

10.9 TRA (KKR Co-Invest Reorganization) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and GDG Co-Invest Blocker L.P.

8-K 001-36904 10.4 8/5/2020

10.13 Registrar Accreditation Agreement, dated July 14, 2013, by and between GoDaddy.com, LLC and Internet Corporation for Assigned Names and Numbers

S-1 333-196615 10.16 6/9/2014

10.14 .COM Registry-Registrar Agreement, dated July 5, 2012, by and between GoDaddy.com, LLC and VeriSign, Inc.

S-1 333-196615 10.17 6/9/2014

10.15 Amendment No.

5 to Credit Agreement, including as Annex A, the Second Amended and Restated Credit Agreement, dated as of February 15, 2017, by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., RBC Capital Markets, KKR Capital Markets LLC, J.P.

Morgan Securities LLC, Morgan Stanley Senior Funding Inc., and Citigroup Global Markets, Inc.

(the Fifth Amendment)

10.10 TRA (SLP Reorganization) Termination and Release Agreement, dated July 31, 2020, by and among GoDaddy Inc.

and SLP III Kingdom Feeder I, L.P.

8-K 001-36904 10.5 8/5/2020

10.16 Technical Amendment to the Fifth Amendment

10.11 TRA (TCV Reorganization) Termination and Release Agreement, by and among GoDaddy Inc.

and TCV VII (A) L.P.

8-K 001-36904 10.6 8/5/2020

10.12 Amendment No.

1 to the Fifth Amendment, dated as of November 22, 2017

5 to Credit Agreement, including as Annex A, the Second Amended and Restated Credit Agreement, dated as of February 15, 2017, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lenders party thereto and Barclays Bank PLC

8-K 001-36904 10.1 2/16/2017

10.18 Joinder and Amendment Agreement to the Fifth Amendment, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent, collateral agent, swingline lender and letter of credit issuer

10.13 Technical Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto and Barclays Bank PLC, dated as of May 24, 2017

8-K 001-36904 10.1 5/26/2017

10.14 Amendment No.

3 to the Second Amended and Restated Credit Agreement by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto, and Barclays Bank PLC, effective as of October 3, 2019

1 to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto and Barclays Bank PLC, dated as of November 22, 2017

8-K 001-36904 10.1 11/22/2017

10.20 Joinder and Fourth Amendment Agreement to the Second Amended and Restated Credit Agreement, by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions party thereto, and Barclays Bank PLC, effective as of August 10, 2020.

10.15 Joinder and Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto, the lenders party thereto and Barclays Bank PLC, dated as of June 4, 2019

8-K 001-36904 10.1 6/7/2019

10.21 Fifth Amendment Agreement to the Second Amended and Restated Credit Agreement by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto, and Barclays Bank PLC, effective as of March 8, 2021

10.16 Amendment No.

3 to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto and Barclays Bank PLC, effective as of October 3, 2019

8-K 001-36904 10.1 10/4/2019

10.22 Purchase Agreement, dated as of February 22, 2021, by and among Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto and the Initial Purchasers

10.17 Joinder and Fourth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the guarantors party thereto, the lenders party thereto and Barclays Bank PLC, effective as of August 10, 2020

8-K 001-36904 10.1 8/13/2020

10.23 Form of Indemnification Agreement between the Company and its directors and officers

10.18 Fifth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, Inc., the lending institutions from time to time party thereto and Barclays Bank PLC, effective as of March 8, 2021

8-K 001-36904 10.1 3/11/2021

10.19+ Form of Indemnification Agreement between GoDaddy Inc.

and its directors and officers

S-1/A 333-196615 10.20 2/24/2015

1 unchanged sentence

S-1/A 333-196615 10.22 2/24/2015

10.25+ Employment Agreement, dated as of September 4, 2019, by and among GoDaddy.com, LLC, Desert Newco, LLC and Aman Bhutani

10.21+ Employment Agreement, dated as of September 4, 2019, by and among GoDaddy.com, LLC, GoDaddy Inc., Desert Newco, LLC and Aman Bhutani

10-Q 001-36904 10.2 11/7/2019

10.26+ Offer Letter between GoDaddy, LLC and Mark McCaffrey, dated May 1, 2021

8-K 001-36904 10.1 5/5/2021

10.27+ Offer Letter between GoDaddy, LLC and Michele Lau, dated May 1, 2021

10.22+ Offer Letter between GoDaddy.com, LLC and Mark McCaffrey, dated May 1, 2021

8-K 001-36904 10.1 5/5/2021

10.28+ Form of Change in Control and Severance Agreement dated May 1, 2021

10.23+ Form of Change in Control and Severance Agreement

8-K 001-36904 10.3 5/5/2021

10.29+*** Employment Contract between Go Daddy Singapore Pte.

10.24+*** Employment Agreement between Go Daddy Singapore Pte.

and Roger Chen, dated July 1, 2022

8-K 001-36904 10.1 7/8/2022

10.30 Master Confirmation, dated February 14, 2022, by and between GoDaddy Inc.

and Goldman Sachs & Co.

8-K 001-36904 10.1 2/16/2022

10.31 Master Confirmation, dated February 14, 2022, by and between GoDaddy Inc.

and Morgan Stanley & Co.

8-K 001-36904 10.2 2/16/2022

10.25+ Form of Restricted Stock Unit Award Agreement under the GoDaddy Inc.

2015 Equity Incentive Plan

10-Q 001-36904 10.4 5/5/2022

10.26+ Form of Performance Restricted Stock Unit Award Agreement under the GoDaddy Inc.

4 unchanged sentences

Exhibit Filing Date

10.33 Joinder and Sixth Amendment to the Second Amended and Restated Credit Agreement by and among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto, Barclays Bank PLC and Royal Bank of Canada, effective as of November 10, 2022

8-5 001-36904 10.1 11/10/2022

21.1* List of subsidiaries of GoDaddy Inc.

10.27 Joinder and Sixth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto, Barclays Bank PLC and Royal Bank of Canada, effective as of November 10, 2022

8-K 001-36904 10.1 11/10/2022

10.28 Seventh Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of May 5, 2023

8-K 001-36904 10.1 5/5/2023

10.29+ Consulting Agreement, by and between GoDaddy Inc.

and Chuck Robel, dated June 6, 2023

10-Q 001-36904 10.2 8/4/2023

10.30 Eighth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of July 19, 2023

8-K 001-36904 10.1 7/19/2023

10.31 Ninth Amendment to Second Amended and Restated Credit Agreement, among Desert Newco, LLC, Go Daddy Operating Company, LLC, GD Finance Co, LLC, the lending institutions from time to time party thereto and Royal Bank of Canada, effective as of August 15, 2023

10-Q 001-36904 10.2 11/3/2023

21.1* Subsidiaries of GoDaddy Inc.

Consent of Independent Registered Public Accounting Firm

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

6 unchanged sentences

+ Indicates management contract or compensatory plan or arrangement.

# Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.

* Filed herewith.

8 unchanged sentences

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Aman Bhutani, Mark McCaffrey and Michele Lau, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in-person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Each person whose signature appears below constitutes and appoints Aman Bhutani and Mark McCaffrey, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in-person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

14 unchanged sentences

/s/ Mark Garrett Director February 29, 2024

/s/ Charles J.

Robel Director February 16, 2023

/s/ Leah Sweet Director February 29, 2024

3 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