Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management's Report on Internal Control over Financial Reporting
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, 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.
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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.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of GoDaddy Inc.
Opinion on Internal Control Over Financial Reporting
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, 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
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Phoenix, Arizona
February 29, 2024
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Item 9B. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Part III.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders (the 2024 Proxy Statement) to be filed with the SEC within 120 days of the year ended December 31, 2023 and is incorporated herein by reference. The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption "Delinquent Section 16(a) Reports" in the 2024 Proxy Statement and is incorporated herein by reference.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics applicable to all of our employees, executive officers and directors. Our Code of Business Conduct and Ethics is available on our website under the 'Governance Documents' heading, within the Governance section of our Investor Relations site (https://aboutus.godaddy.net/investor-relations/governance/default.aspx). To the extent mandated by legal requirements, we intend to disclose on our website any amendments to our Code of Business Conduct and Ethics, or any waivers of its requirements.
Item 11. Executive Compensation
The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference.
Item 14. 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.
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Part IV.
Item 15. Exhibits and Financial Statement Schedules
We have filed the following documents as part of this Annual Report on Form 10-K:
Financial Statements
Our financial statements are listed in the "Index to Consolidated Financial Statements" under Item 8 "Financial Statements and Supplementary Data."
Financial Statement Schedules
All other schedules have been omitted because they are either not required, not applicable or the required information is otherwise included.
Exhibit Index
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date
3.1 Restated Certificate of Incorporation of GoDaddy Inc., dated June 1, 2022
8-K 001-36904 3.1 6/3/2022
3.2 Second Amended and Restated Bylaws of GoDaddy Inc., dated July 7, 2022
8-K 001-36904 3.1 7/8/2022
4.1 Specimen common stock certificate of GoDaddy Inc.
S-1/A 333-196615 4.1 3/19/2015
4.2 +
GoDaddy Inc. 2015 Equity Incentive Plan, and form of agreements thereunder
S-8 333-203166 4.2 4/1/2015
4.3+ GoDaddy Inc. 2015 Employee Stock Purchase Plan, as amended on June 27, 2016, and form of agreements thereunder
10-Q 001-36904 4.1 11/3/2016
4.4 +
Desert Newco, LLC 2011 Unit Incentive Plan, as amended, and form of agreements thereunder
S-8 333-203166 4.4 4/1/2015
4.5 +
The Go Daddy Group, Inc. 2006 Equity Incentive Plan
S-1/A 333-196615 10.28 3/19/2015
4.6* Description of Capital Stock
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
4.8 Form of 5.250% Senior Note due 2027 (included in Exhibit 4.7)
8-K 001-36904 4.2 6/7/2019
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
4.10 Form of 3.500% Senior Note due 2029 (included in Exhibit 4.9)
8-K 001-36904 4.2 2/26/2021
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. and the persons named therein
8-K 001-36904 10.5 4/6/2015
10.2 Tax Receivable Agreement (KKR Co-Invest Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and GDG Co-Invest Blocker L.P.
8-K 001-36904 10.6 4/6/2015
10.3 Tax Receivable Agreement (KKR Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and KKR 2006 GDG Blocker L.P.
8-K 001-36904 10.7 4/6/2015
10.4 Tax Receivable Agreement (SLP Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and SLP III Kingdom Feeder I, L.P.
8-K 001-36904 10.8 4/6/2015
10.5 Tax Receivable Agreement (TCV Reorganization) dated as of March 31, 2015, by and among GoDaddy Inc. and TCV VII (A) L.P.
8-K 001-36904 10.9 4/6/2015
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date
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
10.7 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
10.8 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
10.9 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
10.10 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
10.11 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. 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
10.13 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. 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
10.15 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
10.16 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
10.17 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
10.18 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
10.20+ Executive Incentive Compensation Plan
S-1/A 333-196615 10.22 2/24/2015
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
10.22+ Offer Letter between GoDaddy.com, LLC and Mark McCaffrey, dated May 1, 2021
8-K 001-36904 10.1 5/5/2021
10.23+ Form of Change in Control and Severance Agreement
8-K 001-36904 10.3 5/5/2021
10.24+*** Employment Agreement between Go Daddy Singapore Pte. Ltd. and Roger Chen, dated July 1, 2022
8-K 001-36904 10.1 7/8/2022
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. 2015 Equity Incentive Plan
10-Q 001-36904 10.5 5/5/2022
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date
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.
23.1 *
Consent of Independent Registered Public Accounting Firm
24.1 *
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
31.1 *
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 **
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 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)
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+ Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
** The certifications attached as Exhibit 32.1 accompanying this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of GoDaddy Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
*** Certain provisions or terms of the agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. GoDaddy Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GODADDY INC.
Date: February 29, 2024 /s/ Aman Bhutani
Aman Bhutani
Chief Executive Officer
POWER OF ATTORNEY
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:
Signature Title Date
/s/ Aman Bhutani Chief Executive Officer and Director
(Principal Executive Officer) February 29, 2024
Aman Bhutani
/s/ Mark McCaffrey Chief Financial Officer
(Principal Financial Officer) February 29, 2024
Mark McCaffrey
/s/ Nick Daddario Chief Accounting Officer
(Principal Accounting Officer) February 29, 2024
Nick Daddario
/s/ Brian H. Sharples Chairman of the Board of Directors February 29, 2024
Brian H. Sharples
/s/ Herald Y. Chen Director February 29, 2024
Herald Y. Chen
/s/ Caroline F. Donahue Director February 29, 2024
Caroline F. Donahue
/s/ Mark Garrett Director February 29, 2024
Mark Garrett
/s/ Leah Sweet Director February 29, 2024
Leah Sweet
/s/ Srini Tallapragada Director February 29, 2024
Srini Tallapragada
/s/ Sigal Zarmi Director February 29, 2024
Sigal Zarmi
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