For purposes of the Executive Retention Plan (and Mr. Binder’s PSUs), “Cumulative Paid Subscribers” means, on a cumulative basis, ordinary course paid subscription accounts generated by us which collectively are expected to generate at least a blended 60% margin as reasonably determined in the sole discretion of the Board, the Compensation and Human Capital Committee or their designee.
Upon achievement by us during the performance period of 2 million Cumulative Paid Subscribers, each Participant is entitled to receive a cash payment equal to such Participant’s base amount (“Cash Base Amount”); provided, that, upon achievement of 3, 4 and 5 million Cumulative Paid Subscribers, the cash payments will be increased by an additional incremental amount of 50%, 50% and 100%, respectively, of the Cash Base Amount. The Cash Base Amount for Messrs. McRae and Busse is $2,000,000 and $200,000, respectively.
As summarized below, Messrs. McRae and Busse were also each granted 1,000,000 and 100,000 CPS PSUs (“Base CPS PSU Award”), respectively. Upon achievement by us during the performance period of 2 million Cumulative Paid Subscribers, the Base CPS PSU Award will vest. Further, a number of CPS PSUs will be granted and will vest upon achievement of 3, 4 and 5 million Cumulative Paid Subscribers (50%, 50% and 100% of the Base CPS PSU Award, for each respective threshold).
In the event of a “change in control” (as defined in our 2018 Equity Incentive Plan (the “2018 Plan”)) during the performance period, the right to receive any remaining cash payments and CPS PSUs (or value thereof) not previously paid or granted, respectively, shall be converted to a time-vesting right over the remainder of the performance period, payable and vesting, as applicable, in equal installments on a quarterly basis following such Change in Control, subject to continued employment with the surviving company in such Change in Control.
In the event of certain qualifying terminations related to our change in control during such remaining performance period, the vesting of such converted award rights will accelerate in full, subject to satisfaction of certain conditions by a participant.
Further, if during the performance period, a participant is subject to certain qualifying terminations not related to our change in control, a participant will be entitled to the next incremental cash payment and will vest into any then-outstanding CPS PSUs.
Our full Board set the cumulative paid accounts milestones at target levels it felt would be challenging based upon our historical performance, internal forecasts at the time of approval and industry-wide conditions. As of December 31, 2022, we had not yet achieved 2 million Cumulative Paid Subscribers.
Equity-Based Incentives
Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees and Board of Directors, including our named executive officers.
During 2021,2022, we granted each of our named executive officers time-vesting RSUs and performance-vesting RSUs as reflected in the table below. Specifically,below (for Mr. Binder, such time-vesting RSUs were granted in February 2021, we granted toconnection with the commencement of his employment with us).
The time-vesting RSUs for Messrs. McRae Mattingly and Busse 549,456, 163,241, and 78,597 shares of stock awards, respectively, consisting of RSUs (50% of the grant), performance-based RSUs (“PSUs”) (25% of the grant) and market-based performance RSU (“TSR MPSUs”) (25% of the grant). In July 2021, to provide further retention and incentive opportunity that would deliver value only upon achievement of performance goals, we granted to Mr. McRae additional performance-vesting RSUs that vest based on the Company's achievement of sustained stock price performance targets and Mr. McRae’s continued employment over a four year performance period (“CEO MPSUs”).
| Matthew McRae | | | 274,728 | | | 137,364 | | | 137,364 | | | 757,600 | |
| Gordon Mattingly | | | 81,621 | | | 40,810 | | | 40,810 | | | — | |
| Brian Busse | | | 39,299 | | | 19,649 | | | 19,649 | | | — | |
The RSUs will vest in four equal annual installments during the period that beginsbeginning on the RSU grant date.date in January 2022. The time-vesting RSUs for Mr. Binder will vest in five equal annual installments beginning on the RSU grant date in September 2022.
In addition, in the third quarter of fiscal year 2022, we granted to Messrs. McRae, Binder and Busse CPS PSUs that vest based on our achievement of certain Cumulative Paid Subscriber thresholds and their continued employment over a five-year performance period. Such CPS PSUs were granted to Messrs. McRae and Busse in connection with our Executive Retention Plan, as further described above.
| Matthew McRae | | | 184,405 | | | 92,203 | | | 1,000,000 | | | 92,202 | | | 530,785 | |
| Kurtis Binder | | | 750,000 | | | — | | | 750,000 | | | — | | | — | |
| Brian Busse | | | 63,225 | | | 31,612 | | | 100,000 | | | 31,612 | | | — | |