TaskUs, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports 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 the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The Company’s management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2024. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Management's Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s management has evaluated the effectiveness of its internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. This Annual Report does not include an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for emerging growth companies. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Item 9B. Other Information Rule 10b5-1 Trading Arrangements On November 25, 2024 , Stephan Daoust , our Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement (the “Daoust 10b5-1 Plan”), which provides for the potential sale of up to 243,650 shares of the Company’s Class A Common Stock, including shares obtained from the exercise of vested stock options and the vesting of restricted stock units (subject to reduction for (i) any shares withheld to satisfy tax withholding obligations and (ii) any shares sold under Mr. Daoust’s 10b5-1 trading arrangement dated May 17, 2024 (the “Prior Daoust 10b5-1 Plan”) between the entry into the Daoust 10b5-1 Plan on November 25, 2024 and the expiration of the Prior Daoust 10b5-1 Plan on December 15, 2024). The Daoust 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and unless otherwise terminated pursuant to its terms, provides for sales from March 11, 2025 to February 28, 2026 or an earlier date on which all shares thereunder are sold. Section 13(r) Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate. 91 Table of Contents Long-term equity incentive program On March 4, 2025, as part of its annual long-term equity incentive program, the Compensation Subcommittee (the “Compensation Subcommittee”) of the Company’s Board of Directors, upon the recommendation of the Board’s Compensation Committee (the “Compensation Committee”), approved the grant of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with an effective date of March 7, 2025 (the “Grant Date”), to certain executive officers, including Bryce Maddock, the Company’s Chief Executive Officer and Co-Founder, Balaji Sekar, the Company’s Chief Financial Officer and Jarrod Johnson, the Company’s Chief Customer Officer, pursuant to the Company’s 2021 Omnibus Incentive Plan (the “Plan”). After conducting a comprehensive review of the compensation program of the Company’s executive officers in coordination with the Company’s independent compensation consultant, these annual grants were approved in pursuit of the Company’s objectives of rewarding the creation of long-term value, aligning executive and stockholder interests, recognizing potential for future performance, and encouraging employee retention. Mr. Maddock will be granted $3,720,000 of RSUs and $2,480,000 of PSUs , and Mr. Sekar and Mr. Johnson will each be granted $1,200,000 of RSUs and $800,000 of PSUs, in each case, with the number of RSUs or PSUs to be determined by dividing the dollar amount attributable to RSUs or PSUs for such officer by the average closing price of one share of the Company’s Class A common stock for the 30 trading days ending on the Grant Date, rounded down to the nearest share, pursuant to an RSU grant notice and award agreement, in the case of the RSUs, and pursuant to a PSU grant notice and agreement, in the case of the PSUs, each substantially in the form attached as Exhibit 10.31 and Exhibit 10.37, respectively, to this report. The description of such awards does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the exhibits, which is incorporated by reference herein. The RSUs have a vesting reference date of March 7, 2025, and vest 33% on the first anniversary and second anniversaries of such date, and 34% on the third anniversary of such date, subject to the relevant officer’s continued employment through each applicable vesting date, except as otherwise provided in the RSU grant notice and award agreement. Additionally, the PSU awards were introduced this year as a new component of the Company’s incentive program to enhance its pay-for-performance culture. Half of the PSUs are designated as “Revenue PSUs” and half are designated as “Adjusted EBITDA PSUs.” Each Revenue PSU and each Adjusted EBITDA PSU vests into a share of Class A common stock based on the achievement of certain performance targets based on Revenue (as defined below) and Adjusted EBITDA (as defined below), respectively, during three calendar-year performance periods, commencing on January 1, 2025 and ending on December 31, 2027, in each case, subject to the participant’s continued employment through the last day of the applicable performance period. The Revenue PSUs provide for cumulative vesting and any PSUs that do not vest based on actual performance following the final performance period will be automatically forfeited for no consideration. Notwithstanding the foregoing, in the event of the termination of a participant’s employment by the Company without “cause,” by the participant for “good reason” or due to the participant’s death or disability (a “Qualifying Termination”), in each case, following a “Change in Control” (as defined in the Plan), with respect to any performance period that includes the date of such Qualifying Termination, the participant will remain eligible to earn PSUs based on actual performance during the applicable performance period, with such earned PSUs settled following the Compensation Committee’s certification of the achievement of the Revenue and Adjusted EBITDA performance conditions. For purposes of the Revenue PSUs, “Revenue” means, with respect to any performance period, the Company’s GAAP revenue for such performance period, as reported in the Company’s SEC filings, and as adjusted by the Compensation Committee, in its discretion, to remove the impact of mergers, acquisitions, divestitures or other one-time, irregular or non-recurring items identified by the Compensation Committee. For purposes of the Adjusted EBITDA PSUs, “Adjusted EBITDA” means, with respect to any performance period, the Company’s net income or loss before the impact of the benefit from or provision for income taxes, financing expenses, depreciation, and amortization of intangible assets, as adjusted, calculated and reported in the Company’s SEC filings, and as further adjusted by the Compensation Committee, in its discretion, to remove the impact of mergers, acquisitions, divestitures or other one-time, irregular or non-recurring items identified by the Compensation Committee. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 92 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. Our board has adopted a Global Code of Conduct (the “Code”) relating to the conduct of our business by all of our employees, executive officers (including our principal executive officers, principal financial officer and principal accounting officer (or persons performing similar functions)), and directors. This Code satisfies the requirement that we have a “code of conduct” under the Nasdaq and SEC rules and is available on our website at https://ir.taskus.com/corporate-governance/documents-charters. To the extent required under the listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above. We have adopted a securities trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Stock Market LLC listing standards. Our securities trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to TaskUs’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. 93 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (1) Financial Statements Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report. (2) Financial Statement Schedules All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included. (3) Exhibits The exhibits listed below are filed as part of this Annual Report and are incorporated herein by reference, in each case as indicated below. EXHIBIT INDEX Exhibit No. Exhibit Description 3.1 Second Amended and Restated Certificate of Incorporation of TaskUs, Inc., dated as of June 10, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 15, 2021). 3.2 Certificate of Change of Registered Agent and Registered Office of the Company (incorporated by reference to Exhibit 3.2 to the Company ’ s Annual Report on Form 10-K filed on March 8 , 202 4 ) . 3.3 Third Amended and Restated Bylaws of TaskUs, Inc., dated as of March 2, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 7, 2023). 4.1 Description of Company’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) . 10.1 Amended and Restated Stockholders Agreement, dated as of June 15, 2021, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 15, 2021). 10.2 Registration Rights Agreement, dated as of June 15, 2021, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 15, 2021). 10.3† TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 15, 2021). 10.4† Amended and Restated 2019 TaskUs, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 15, 2021). 10.5† Form of Restricted Stock Unit Agreement (Founder’s Award) under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021). 10.6† Form of Option Agreement (Founder’s Award) under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021). 10.7† Form of Performance Stock Unit Agreement (Founder’s Award) under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021). 10.8† Founder Employment Agreement, dated as of June 2, 2015, by and between Bryce Maddock and TaskUs Holdings, Inc. (formerly known as TaskUs, Inc.) (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021). 10.9 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed on May 6, 2021). 10.10† Executive Employment Agreement, dated as of August 5, 2021, by and between the Company and Jarrod Johnson (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021). 10.11† Executive Employment Agreement, dated as of August 5. 2021, by and between the Company and Balaji Sekar (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021). 94 Table of Contents 10.12† Form of Restricted Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021). 10.13† Form of Option Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021). 10.14† Form of Performance Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021). 10.15 Security Agreement, dated as of September 25, 2019, among the grantors party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021). 10.16 Support and Services Agreement, dated as of October 1, 2018, among TaskUs, Inc. (formerly known as TU TopCo, Inc.), TaskUs Holdings, Inc. (formerly known as TaskUs, Inc.), Blackstone Capital Partners VII L.P., Blackstone Capital Partners Asia L.P., and Blackstone Management Partners L.L.C (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on April 12, 2021). 10.17† Founder Employment Agreement, dated as of June 2, 2015, by and between Jaspar Weir and TaskUs Holdings, Inc. (formerly known as TaskUs, Inc.) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022). 10.18† Form of Restricted Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022). 10.19† Form of Option Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2022). 10.20† TaskUs, Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2022). 10.21† Form of Restricted Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022). 10.22† Form of Option Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2022). 10.23 Amended and Restated Credit Agreement, dated as of September 25, 2019 and as amended and restated on September 7, 2022, among TU MidCo, Inc., TU BidCo, Inc., the guarantors party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swing line lender and an L/C issuer, and the lenders and L/C issuers party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2022). 10.24† Form of Restricted Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.25† Form of Option Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.26† Amendment to Performance Stock Unit Agreement (Founder's Award) under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.27† Amendment to Option Agreement (Founder's Award) under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.28† Amendment to Restricted Stock Unit Agreement (Founder's Award) under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.29† Pay Change Memo, dated February 28, 2023, for Bryce Maddock (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.30† Pay Change Memo, dated February 28, 2023, for Jaspar Weir (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on March 6, 2023). 10.31† Form of Restricted Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 8, 2024). 10.32† Pay Change Memo, dated March 1, 2024, for Balaji Sekar (incorporated by reference to Exhibit 10.32 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) . 10.33† Pay Change Memo, dated March 1, 2024, for Jarrod Johnson (incorporated by reference to E xhibit 10.33 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) . 10.34† Pay Change Memo, dated March 1, 2024, for Stephan Daoust (inco rporated by reference to E xhibit 10.34 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) . 95 Table of Contents 10.35† Pay Change Memo, dated March 1, 2024, for Claudia Walsh (incorporated by reference to Exhibit 10.35 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024) . 10.36† Performance Stock Unit Agreement (under TaskUs, Inc. 2021 Omnibus Incentive Plan), dated June 3, 2024, between the Company and Bryce Maddock (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024). 10.37†* Form of Performance Stock Unit Agreement under TaskUs, Inc. 2021 Omnibus Incentive Plan. 19.1* TaskUs, Inc. Securities Trading Policy 21.1* Subsidiaries of the Registrant. 23.1* Consent of KPMG LLP. 31.1* Certification of Principal 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 Principal 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** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal 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 Incentive Compensation Clawback Policy, dated as of September 6, 2023 (incorporated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K filed on March 8, 2024). 99.1* Section 13(r) Disclosure. 101.INS 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.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________ * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate. The agreements and other documents filed as exhibits to this Annual Report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Item 16. Form 10-K Summary None. 96 Table of Contents 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. Date: March 6, 2025 TASKUS, INC. By: /s/ Bryce Maddock Name: Bryce Maddock Title: Chief Executive Officer 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/ Bryce Maddock Chief Executive Officer and Chairperson (principal executive officer) March 6, 2025 Bryce Maddock /s/ Jaspar Weir President and Director March 6, 2025 Jaspar Weir /s/ Balaji Sekar Chief Financial Officer (principal financial officer and principal accounting officer) March 6, 2025 Balaji Sekar /s/ Amit Dixit Director March 6, 2025 Amit Dixit /s/ Michelle Gonzalez Director March 6, 2025 Michelle Gonzalez /s/ Jill A. Greenthal Director March 6, 2025 Jill A. Greenthal /s/ Susir Kumar Director March 6, 2025 Susir Kumar /s/ Mukesh Mehta Director March 6, 2025 Mukesh Mehta /s/ Jacqueline D. Reses Director March 6, 2025 Jacqueline D. Reses /s/ Kelly Tuminelli Director March 6, 2025 Kelly Tuminelli 97