Proxy Statement - Form DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒      Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒   Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

THRYV HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒   No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Stockholders

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Thryv Holdings, Inc., which will be held virtually at https://www.virtualshareholdermeeting.com/THRY2024 on June 13, 2024 at 10 a.m. Central Time. The Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. Instructions for accessing the virtual meeting platform online are included in the proxy statement for this meeting.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, our annual report, and proxy card.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.

Sincerely,

Lesley Bolger

Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

to be Held on June 13, 2024. The Proxy Statement and Annual Report are Available at

https://www.virtualshareholdermeeting.com/Thry2024.

​

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2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

This Notice of the Annual Meeting, proxy statement, and form of proxy are being first distributed and made available to stockholders on or about April 29, 2024.

By Order of the Board of Directors,

Lesley Bolger

Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

April 29, 2024

Information About Solicitation and Voting	1
Internet Availability of Proxy Materials	1
General Information About the Meeting	1
Corporate Governance	5
Nominations Process and Director Qualifications	11
Proposal No. 1 Election of Directors	13
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm	19
Report of the Audit Committee	22
Executive Officers	23
Security Ownership of Certain Beneficial Owners and Management	25
Certain Relationships and Related Party Transactions	27
Executive Compensation	28
Proposal No. 3 Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers	55
Additional Information	56

Proxy Statement for the 2024 Annual Meeting of Stockholders

Information About Solicitation and Voting

The accompanying proxy is solicited on behalf of the board of directors of Thryv Holdings, Inc. for use at our 2024 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually at www.virtualshareholdermeeting.com/THRY2024 on June 13, 2024 at 10 a.m. Central Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 29, 2024. An annual report for the fiscal year ended December 31, 2023 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. In this Proxy Statement, we refer to Thryv Holdings, Inc. as "Thryv," "Company," "we," or "us." References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement.

Internet Availability of Proxy Materials

In accordance with U.S. Securities and Exchange Commission, or SEC, rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

General Information About the Meeting

Purpose of the Annual Meeting

You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

Record Date; Quorum

Only holders of record of our common stock at the close of business on April 16, 2024, or the Record Date, will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 35,828,503 shares of common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 2200 West Airfield Drive, DFW Airport, Texas 75261. If our headquarters are closed during the ten days prior to the Annual Meeting, a stockholder may send a written request to our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, and we will arrange a way for the stockholder to inspect the list.

The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

Voting Rights; Required Vote

In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of common stock represents one vote. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name.If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee.If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting, unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of "FOR" votes will be elected. You may vote "FOR ALL", "WITHHOLD ALL", or vote "FOR ALL EXCEPT" one or more of the nominees you specify. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 will be by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. The compensation of our named executive officers will be approved by a non-binding advisory vote by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting

Abstentions; Broker Non-Votes

Abstentions occur when shares present at the Annual Meeting are marked "Abstain." Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. Abstentions are considered shares present

and entitled to vote on Proposal No. 2 and Proposal No. 3, and, thus, will have the same effect as a vote "Against" Proposal No. 2 and Proposal No. 3. At the Annual Meeting, withhold votes will have no effect on Proposal No. 1.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on "routine" matters without instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on "non-routine" matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If a broker chooses not to vote shares for or against Proposal No. 2, it would have the same effect as a vote "Against" Proposal No. 2. The other proposals presented at the Annual Meeting are non-routine matters and therefore broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposal No. 1 and Proposal No. 3.

Voting Instructions; Voting of Proxies

Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on June 12, 2024. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote at the Annual Meeting should you decide to attend the Annual Meeting virtually. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above. If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute "broker non-votes" (as described above) and will not be counted in determining the number of shares necessary for approval of certain of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted.

We recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the Annual Meeting virtually.

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Expenses of Soliciting Proxies

We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

Corporate Governance

We are committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management pursue our strategic objectives for the benefit of our stockholders.

Independence of Directors

The listing rules of the Nasdaq Stock Market LLC, or Nasdaq, generally require that a majority of the members of a listed company's board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our audit, compensation, and nominating and corporate governance committees be independent.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Amer Akhtar, Bonnie Kintzer, Ryan O'Hara, John Slater, Lauren Vaccarello and Heather Zynczak do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence.

Board Leadership Structure

The board of directors is committed to promoting effective, independent governance of the Company. The board of directors believes it is in the best interests of the stockholders and the Company for the board of directors to have the flexibility to select the best director to serve as Chairman at any given time, regardless of whether that director is an independent director or the Chief Executive Officer.

Since December 2021, Mr. Walsh has served as our Chairman as well as our Chief Executive Officer, and Mr. Slater has served as Lead Independent Director.

The board of directors believes that this structure is effective and best for the Company at this point in time for several reasons. Mr. Walsh has been our Chief Executive Officer and a director since October 2014. Mr. Walsh also holds a significant number of shares of our common stock. The board of directors believes that as a long-term executive officer, director and significant stockholder, Mr. Walsh is well qualified to serve as our Chairman and Chief Executive Officer, and his interests are aligned with our stockholders. Furthermore, Mr. Walsh has extensive experience and knowledge of the Company and in the areas of SaaS software and small and medium sized businesses. Mr. Walsh is the person with primary responsibility for our day-to-day operations and the execution of our strategies. Because our performance is one of the most important topics at meetings of the board of directors, Mr. Walsh is well-suited to chair these discussions. This allows him to highlight important issues without unnecessary procedural delay. It also allows him to provide the proper context and background, including access to members of management and Company and industry reports, for each issue considered by the board of directors. Mr. Walsh's extensive knowledge of the Company and involvement with day-to-day activities also helps ensure effective risk oversight for the Company. Mr. Walsh adheres to an "open door" policy in his communications with members of the board of directors and talks frequently with board members. Furthermore, board members are encouraged to freely communicate with any member of management at any time. The board of directors also believes it is beneficial, in terms of its relationship with employees, stockholders, customers, business partners and others, to provide a single voice for the Company through Mr. Walsh. Having one person serve as both our Chairman and Chief Executive Officer demonstrates

for our employees, stockholders, customers, business partners and others that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. Having a single leader for both the Company and the board of directors eliminates the potential for confusion or duplication of efforts, and provides clear leadership for our Company. In addition, in Mr. Walsh, the board of directors has found an effective leader who is able to facilitate open and productive discussion, effectively utilize each individual director's unique perspective and expertise, lead the board of directors in innovative and creative problem solving and, by virtue of his personal investment in the Company, to represent the interests of our stockholders as a whole.

To help ensure the independence of the board of directors, our Lead Independent Director has assumed certain responsibilities pertaining to the operation of the board of directors. The Lead Independent Director presides over all executive sessions of the non-management directors and other meetings of the board of directors in the absence of the Chairman, serves as the principal liaison to the non-management directors and consults with the Chief Executive Officer regarding information to be sent to the board of directors, meeting agendas and establishing meeting schedules. In order to give a significant voice to our non-management directors, our non-management directors will meet regularly in executive session in 2024.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.

Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261, Attn: Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary, or in the "Investor Relations" section of our website, which is located at https://investor.thryv.com. Directors serve on these committees until their resignations or until otherwise determined by our board of directors.

Audit Committee

The primary purposes of our audit committee are to assist the Board's oversight of:

Our audit committee consists of Mr. Akhtar, Mr. Slater and Ms. Zynczak, with Mr. Slater serving as chair of the audit committee. Each of Mr. Akhtar, Mr. Slater and Ms. Zynczak qualifies as an "audit committee financial expert" as such term has been defined by the SEC in Item 407(d) of Regulation S-K. Our board of directors has affirmatively determined that Mr. Akhtar, Mr. Slater and Ms. Zynczak meet the definition of an "independent director" for the purposes of serving on the audit committee under applicable Nasdaq rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our audit committee is governed by a charter that complies with the Nasdaq listing rules. The audit committee met four times in 2023.

Compensation Committee

The primary purposes of our compensation committee are to assist the board of directors in overseeing our management compensation policies and practices, including:

Our compensation committee consists of Ms. Kintzer, Mr. Slater and Ms. Vaccarello, with Ms. Kintzer serving as chair of the compensation committee. Each member of the compensation committee qualifies as an independent director under the Nasdaq listing rules. Our compensation committee is governed by a charter that complies with the rules of Nasdaq. The compensation committee met six times in 2023.

Nominating and Corporate Governance Committee

The primary purposes of our nominating and corporate governance committee are:

Our nominating and corporate governance committee consists of Mr. Akhtar, Mr. O'Hara and Ms. Vaccarello, with Mr. O'Hara serving as chair of the nominating and corporate governance committee. Each member of the nominating and corporate governance committee qualifies as an independent director under the Nasdaq listing rules. The nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq. The nominating and corporate governance committee met four times in 2023.

Our Board of Directors' Role in Risk Oversight

Our board of directors has primary responsibility for the oversight of our risk management and, either as a whole or through the audit committee, discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. This risk oversight process includes the audit committee of the board of directors (i) identifying major risk areas and (ii) presenting such exposure to the board of directors to assess our risk identification, risk management and mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

At each regular meeting of the audit committee of our board of directors, of which there were four in 2023, our management provides reports relating to existing and emerging risks at our Company, including, as appropriate, risk assessments, cyber and data security risks, privacy updates and any security incidents. The Company's internal Governance, Risk, Ethics and Compliance Committee also meets quarterly to discuss cyber and data security risks.

Board and Committee Meetings and Attendance

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During fiscal year 2023, our board of directors met five times, the audit committee met four times, the compensation committee met six times and the nominating and corporate governance committee met four times. During fiscal 2023, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.

Board Attendance at Annual Stockholders' Meeting

Our policy is to invite and encourage each member of our board of directors to be present at our annual meeting of stockholders. All directors except for Lauren Vaccarello and Heather Zynczak attended the 2023 Annual Meeting.

Communication With Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our Chairperson or Lead Independent Director) may do so in writing addressed to the attention of our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary.

All communications are reviewed by the Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

Thryv Holdings, Inc.

2200 West Airfield Drive

P.O. Box 619810,

DFW Airport, Texas 75261,

Attn: Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct that applies to all our employees and the members of our board of directors. Our Code of Ethics and Business Conduct is posted on the "Investors" section of our website, which is located at https://investor.thryv.com under "Governance Documents" in the "Governance" section of our website. We intend to satisfy the disclosure requirements regarding amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct by posting such information on our website at the address and location specified above.

Corporate Social Responsibility

Our culture is shaped by our core values, which are as follows:

As part of our core value of "invest in our people", we support various initiatives. We strive to ensure our work environment reflects diversity, fairness and meritocracy. Our Diversity and Inclusion Council provides a voice for our diverse employees to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity at the Company. The Diversity and Inclusion Council plans and sponsors events to celebrate diversity and inclusion and create opportunities for networking and mentorship within diverse groups. This Council is global - represented by employees in the U.S., New Zealand, Australia and Dominican Republic.

Our employees support a number of charitable organizations and participate in our Day of Giving program. In particular, Thryv Australia is a key sponsor of the charity R U OK? which provides support and awareness for mental health and suicide prevention services. Along these same lines, our Australian ("AU") team hosts a Health and Wellbeing Committee consisting of eight volunteers committed to educating and empowering our employees toward a greater state of health and wellbeing. Collaborating globally, we are establishing a similar team in in the U.S. to focus on employees' mental health while enhancing offerings to our employees. All employees are allowed a Day of Giving annually to give of their time and talent to the charitable organization of their choice. The acts of service benefit the employees' connection to their community and to Thryv by feeding their desire to help beyond our company.

We prioritize and invest in creating opportunities to help employees grow and build their careers through training and development programs. These include online and on-the-job learning formats.

Our Tuition Assistance Program supports lifelong learning of all employees. Through a generous reimbursement program, eligible employees who have been with the Company a minimum of six months may seek continuous education and personal development to support their career aspirations while contributing to our collective growth and success. Eligible coursework may be aimed at achievement of an Associate's, Bachelor or Master's degree or may be specialized in various certificate/certification programs. We require participants in the Tuition Assistance Program to remain with the Company for one year following completion of their education program.

Environmental Management

The preferred source of fiber used in the pulp for directory paper comes from residual chips and other byproducts produced by the lumber industry when logs are converted into lumber. The chips become paper pulp instead of being burned or going into landfills. Not only is it beneficial to the environment but it benefits the economy of many regions that depend on the lumber industry. Our paper suppliers primarily source paper from certified sustainable forestry practices. In 2020, Thryv moved to a remote work from home environment, further decreasing our carbon footprint by reducing carbon emissions from cars and energy use in office buildings.

Thryv has moved away from placing directories on every doorstep and implemented a targeted distribution to give printed directories of business ads and listings only to the people who use the printed directories. We have also extended the life of our printed directories from 12 months to 18 or 24 months, and formatted our printed directories to be smaller. As a result, Thryv, in cooperation with the various telephone companies, has dramatically reduced the number of white page residential listings books that are printed and distributed and established digital versions of its directories to further reduce the number of directories printed on paper.

Nominations Process and Director Qualifications

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the committee's charter, our fourth amended and restated certificate of incorporation and second amended and restated bylaws, and the criteria established by the committee regarding director candidate qualifications. The nominating and corporate governance committee is responsible for identifying, screening and recommending candidates to the entire board of directors for membership. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates. When deemed prudent, the committee may also engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

In accordance with the terms of our amended and restated stockholders' agreement, as described below under "Certain Relationships and Related Party Transactions", at the time of our direct listing in October 2020, Amer Akhtar, Jason Mudrick, Ryan O'Hara, Lauren Vaccarello and Heather Zynczak were nominated for election to the board of directors by certain entities affiliated with Mudrick Capital Management, L.P. ("Mudrick Capital"), Bonnie Kintzer was nominated by GoldenTree Asset Management LP ("GoldenTree") and John Slater was nominated by Paulson & Co. Inc. ("Paulson"). As described further in this Proxy Statement, our board of directors has nominated Mr. Slater and Mr. Walsh for re-election at the Annual Meeting.

Currently, the nomination rights of Mudrick Capital, Paulson and GoldenTree have expired.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under "Additional Information-Stockholder Proposals to Be Presented at Next Annual Meeting."

Director Qualifications; Diversity

The nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members of the board of directors), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, take into account many factors, including ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today's business environment, experience in the Company's industry and with relevant social policy concerns, understanding of the Company's business on a technical level, other board service and educational and professional background. Consideration will also be given to a candidate's diversity of gender and cultural background in connection with the perceived needs of the board as a whole. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In

determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the board of directors. The nominating and corporate governance committee and the board of directors will take into account the nature of and time involved in a director's service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to the Company's stockholders.

Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, to be in our Company's and stockholders' best interests.

Nominees to Our Board of Directors

The nominees and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement, are provided below.

Continuing Directors

The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our board of directors as of the date of this Proxy Statement are provided below.

Non-Employee Director Compensation

Our non-employee directors receive an annual retainer for board and committee service of $100,000 and each committee chairperson receives an additional annual fee of $20,000. Each non-employee director that serves on two or more committees and is not a committee chairperson receives an additional annual fee of $10,000. The Lead Independent Director also receives an additional annual fee of $35,000.

Annual cash retainers for board, Lead Independent Director and committee chair service are paid on a quarterly basis in advance.

Additionally, in June 2023, each non-employee director was awarded restricted stock units ("RSUs") having an aggregate fair market value of $140,000. These RSUs will vest in full on the one-year anniversary of the grant date.

Mr. Walsh, our Chairman and Chief Executive Officer, does not receive compensation for his services as a director. See "Compensation Tables - Summary Compensation Table" for a discussion of the compensation earned by Mr. Walsh during fiscal year 2023.

Our directors' outstanding equity awards as of fiscal year end 2023 were as follows: Mr. Akhtar - 5,579 RSUs and 55,556 options; Ms. Kintzer - 5,579 RSUs and 55,556 options ; Mr. O'Hara -5,579 RSUs and 55,556 options ; Mr. Slater -5,579 RSUs and 55,556 options ; Ms. Vaccarello - 5,579 RSUs and 55,556 options; and Ms. Zynczak - 5,579 RSUs and 55,556 options.

During the fiscal years ended December 31, 2022 and 2023, aggregate fees for services and related expenses provided by Grant Thornton LLP were as follows:

Change in Independent Registered Public Accounting Firm

On April 11, 2022, our audit committee dismissed Ernst and Young LLP ("Ernst and Young") as our independent registered public accounting firm, and on April 14, 2022, our audit committee engaged Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2022.

The reports of Ernst and Young on our consolidated financial statements for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During our two most recent fiscal years and subsequent interim period through April 11, 2022, there were (1) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between us and Ernst and Young on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Ernst and Young would have caused Ernst and Young to make reference to the subject matter of the disagreements in their reports on our consolidated financial statements for such periods and (2) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

We provided a copy of the foregoing disclosures to Ernst and Young and requested that Ernst and Young furnish us with a letter addressed to the SEC stating whether or not it agreed with the statements made herein. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to a Form 8-K filed with the SEC on April 15, 2022.

During our two most recent fiscal years and subsequent interim period through April 14, 2022, neither the Company, nor anyone acting on its behalf, consulted Grant Thornton regarding either (1) the application of accounting principles to specified transactions, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Policy on Audit Committee Pre -Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our audit committee.

Report of the Audit Committee

The purpose of our audit committee is to assist our board of directors with oversight of (i) the integrity of the Company's financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company's independent auditor's qualifications and independence, and (iv) the performance of the Company's independent auditor and internal audit function. Our audit committee's principal responsibility is one of oversight. Our management is responsible for determining that our financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal control over financial reporting. The independent auditor is responsible for auditing our financial statements and the effectiveness of our internal control over financial reporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

In the performance of its oversight function, our audit committee has:

Based on these reviews and discussions, we recommended to our board of directors the inclusion of the audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 22, 2024.

The Audit Committee

Amer Akhtar

John Slater, Chair

Heather Zynczak

Executive Officers

The names of our executive officers, their ages as of the date of this Proxy Statement and their positions are shown below.

Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers. The biographical information for our Chairman and Chief Executive Officer, Mr. Joseph A. Walsh, is provided above under "Nominees to Our Board of Directors".

Paul D. Rouse

Mr. Rouse has served as our Chief Financial Officer, Executive Vice President and Treasurer since November 2014. Mr. Rouse previously served as the Chief Financial Officer for Apple and Eve, LLC from March 2012 to October 2014. Prior to joining Apple and Eve, LLC, Mr. Rouse was the Vice President of Finance, Corporate and Business Development and Treasurer of Yellowbook, Inc. Mr. Rouse graduated from Long Island University with a Bachelor of Science degree in Accounting.

Grant Freeman

Mr. Freeman has served as our President since September 1, 2023. Mr. Freeman previously served as the Chief Customer Officer of Thryv from October 2021 to August 2023 and as Vice President of Client Success for Thryv from November 2018 to September 2021. From April 2015 to October 2018, Mr. Freeman served as Assistant Vice President - Training, Recruiting & Thryv Software Sales Teams at DexYP, a digital and print marketing company. Prior to his time at DexYP, Mr. Freeman served in various senior leadership positions at Hibu and Yellowbook. Mr. Freeman holds a bachelor's degree in marketing from Penn State University.

James McCusker

Mr. McCusker has served as our Chief Revenue Officer and Executive Vice President since September 2015. Mr. McCusker previously served as our Vice President of Expansion Channel Sales from May 2015 to September 2015. Before joining Thryv, Mr. McCusker was Chief Sales Officer at eLocal.com from October 2014 to May 2015 and President and Chief Sales Officer of hibu, Inc. ("hibu"), formerly Yellowbook, Inc., from April 2012 to March 2013. Mr. McCusker also previously served various roles at Yellowbook, Inc., including Chief of Sales and Vice President of Sales. Mr. McCusker received his bachelor's degree in Business Administration from LaSalle University.

John Wholey

Mr. Wholey has served as our Chief Operations & Information Officer and Executive Vice President since January 2015. Prior to that role, Mr. Wholey previously served as an advisor to the Company from November 2014 to January 2015. Mr. Wholey previously served as Vice President/Head of Contact Centers in the U.S. and U.K. for hibu and its predecessor, Yellowbook, Inc. from February 2000 to October 2014. Mr. Wholey received his bachelor's degree in Industrial Engineering from Worcester Polytechnic Institute and his Master of Business Administration in Finance from Drexel University.

Lesley Bolger

Ms. Bolger has served as our Chief Legal Officer & Human Resources and Executive Vice President, since October 2021, and our Chief Compliance Officer and Secretary since June 2019. Ms. Bolger previously served as our Vice President of Corporate Counsel since June 2020, as our Assistant Vice President of Corporate Counsel from July 2019 to June 2020, as our Assistant General Counsel from July 2017 to June 2019 and as our Senior Counsel from December 2006 to July 2017. Ms. Bolger received her Bachelor of Arts degree in Finance, her Master of Business Administration and her Juris Doctorate from Texas Tech University.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of April 16, 2024, certain information with respect to the beneficial ownership of our common stock for each of our named executive officers, each of our directors, all of our directors and executive officers as a group and each person we know to be the beneficial owner of more than 5% of our common stock.

Beneficial ownership as reported in the following table has been determined in accordance with Rule 13d-3 under the Exchange Act. Beneficial ownership information is based on the most recent Forms 3, 4 and 5 and Schedule 13D and 13G filings with the SEC and reports made directly to the Company.

For purposes of this table, a person is deemed to have "beneficial ownership" of any shares when such person has the right to acquire them within 60 days after April 16, 2024. For options and warrants, we report the shares of common stock issuable pursuant to options and warrants that are exercisable within 60 days of April 16, 2024. For RSUs, we report shares equal to the number of RSUs that will vest within 60 days of April 16, 2024. Shares of common stock issuable pursuant to options and warrants that are exercisable within 60 days of April 16, 2024 and shares of common stock subject to RSUs that will vest within 60 days of April 16, 2024 are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities, but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the following table have sole voting and dispositive power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership for the following table is based on 35,928,503 shares of common stock outstanding as of April 16, 2024.

The business address of each beneficial owner is c/o Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261, unless otherwise indicated below.

Certain Relationships and Related Party Transactions

Set forth below is a description of certain relationships and related person transactions between us or our subsidiaries and our directors, executive officers or holders of more than 5% of our voting securities.

Amended and Restated Stockholders' Agreement

The Company entered into an amended and restated stockholders agreement with certain entities affiliated with Mudrick Capital Management, L.P., GoldenTree Asset Management LP and Paulson & Co. Inc. (each, together with its controlled affiliates that own Company securities, a "Nominating Stockholder Group") and certain entities affiliated with Cerberus Capital Management L.P. (Cerberus and its controlled affiliates that own Company securities, together with the Nominating Stockholder Groups, each a "Stockholder Group", and together the "Stockholder Groups"), for the purpose of providing for certain rights and obligations of the Company and each of the stockholders party thereto upon and after the consummation of our direct listing which occurred on October 1, 2020. Pursuant to the terms of the amended and restated stockholders' agreement, each Nominating Stockholder Group, for so long as it and its affiliates together hold at least 10% of the number of shares of our common stock outstanding, has the right to nominate one director for every 10% of the outstanding common stock held by such Nominating Stockholder Group. The amended and restated stockholders' agreement includes provisions enabling the Stockholder Groups to require us, at our expense, to register shares of our common stock that they hold under certain circumstances, including the requirement to file a "shelf" registration. The amended and restated stockholders' agreement also provides that we will pay certain expenses of these electing holders relating to such registrations.

Currently, the nomination rights of Mudrick Capital, Paulson and GoldenTree have expired. Additional information regarding nomination rights is set forth above under "Nomination Process and Director Qualifications-Nomination to the Board of Directors."

Review, Approval or Ratification of Transactions with Related Parties

We maintain a written policy relating to the approval of related person transactions. Pursuant to our policy, a "related person transaction" is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any related person has or will have a direct or indirect interest. Our audit committee will review and approve or ratify all related person transactions between us and (i) our directors, director nominees or executive officers, (ii) any 5% record or beneficial owner of our voting securities, or (iii) any immediate family member of any person specified in (i) or (ii) above. The audit committee will review all related person transactions and, where the audit committee determines that such transactions are in our best interests, approve such transactions in advance of such transaction being given effect.

In the course of its review and approval or ratification of a related party transaction, the audit committee will, in its judgment, consider in light of the relevant facts and circumstances whether the transaction is, or is not inconsistent with, our best interests, including consideration of various factors enumerated in the policy.

Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. However, such member of the audit committee will provide all material information concerning the transaction to the audit committee. Our policy also includes certain exceptions for transactions that need not be reported and provides the audit committee with the discretion to pre-approve certain transactions.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation program for our Principal Executive Officer, our Principal Financial Officer, and the next three most highly-compensated executive officers (other than our Principal Executive Officer and Principal Financial Officer) who were serving in such capacity as of December 31, 2023, or our "named executive officers" or "NEOs". Our named executive officers for fiscal year 2023 were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal year 2023. It also provides an overview of our executive compensation philosophy, core principles, and objectives. Finally, it analyzes how and why the compensation committee of our board of directors arrived at the specific compensation determinations for our named executive officers for fiscal year 2023, including the key factors that the compensation committee considered in deciding their compensation.

Compensation Philosophy and Compensation Program Objectives

Our goal for our executive compensation program is to attract, motivate, retain and reward a talented, entrepreneurial, and creative team of executives who will provide leadership for our success in dynamic and competitive markets. Our compensation philosophy is rooted in pay-for-performance and supports a balanced compensation program that rewards employees for the achievement of our financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentive payouts based on company and individual performance.

For fiscal year 2023, our executive compensation programs focused on both top-line and bottom-line performance, all while working on transforming our business and positioning the Company to be the leading provider of SaaS marketing solutions and cloud-based tools for SMBs.

For fiscal year 2023, our compensation committee approved a compensation design and target compensation opportunities, comprising a mix of fixed and variable cash compensation, including base salaries, a short-term cash incentive plan, an overachievement cash incentive plan and a long-term incentive plan. Our annual incentive design included metrics tied to our financial growth. Lyons Benenson & Company Inc. ("Lyons Benenson"), the compensation committee's independent compensation consultant, provided guidance to the compensation committee concerning the Company's compensation design and target opportunities for fiscal year 2023. The elements of the 2023 compensation program are described in more detail below.

Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation opportunities for each of our NEOs based on a number of factors:

What We Pay and Why: Elements of Compensation

Our executive compensation program is designed to be competitive with companies both within and outside our industry so that we can attract and retain top talent. We design our compensation plans to be transparent to our executive officers and stockholders, and to support best practice governance principles. Accordingly, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent.

The following table sets forth the primary elements of our executive compensation program for fiscal year 2023, including a description of how each element fits into the overall compensation of our NEOs. These compensation elements are described in more detail under "Components of Our NEO Compensation Program":

Executive Compensation Process-Compensation Committee

Our compensation committee is responsible for reviewing and making individual compensation determinations for our Chief Executive Officer and other executive officers. Such determinations are presented to the board of directors for its review. Our compensation committee annually reviews and approves the corporate goals, objectives, and other key measures relevant to compensation of our executive officers, including our Chief Executive Officer.

Our compensation committee regularly reviews our cash and equity-based incentive compensation plans and either approves them or recommends amendments to them as may be appropriate or warranted from time to time. Our compensation committee oversees the administration of the cash and equity-based incentive compensation plans to ensure that they are supportive of and consistent with our compensation philosophy, policies, objectives, and programs with respect to plan participation, including, but not limited to, approving general size of overall awards, designating eligible participants, approving awards, appointing plan administrators and reviewing their performance, and imposing any limitations, restrictions and conditions upon awards. Our

compensation committee also reviews our performance results in relation to any performance-based awards that may be payable under our short-term incentive and over performance cash plans, as well as our long-term incentive plan, prior to any payout to ensure that performance under the plan is sufficient to merit an award, and payments are made in accordance with the plan terms.

Our compensation committee works with management to make pay determinations and to ensure that our programs are competitive and meet our compensation objectives.

Our compensation committee is authorized to retain, in its discretion, the services of one or more executive compensation advisors to assist with the establishment and review of our compensation programs and related policies. Since October 2021, the compensation committee has directly engaged Lyons Benenson as its compensation consultant to assist the compensation committee on the full range of executive and director compensation matters that occur in the ordinary course of business. As part of this engagement, Lyons Benenson has reviewed our compensation philosophy, strategy and program and provided on-going advice and counsel to the compensation committee on the status of the compensation program and any opportunities for improvement that might exist therein.

Compensation Peer Group for Fiscal Year 2023

Our executive compensation program is designed to reward achievement of goals and to attract, retain and motivate our leaders in a competitive talent market. The compensation committee examines the executive compensation of a group of peer companies (our "Compensation Peer Group") to stay current with market pay practices and trends, and to understand the competitiveness of our total compensation and its various elements. The compensation committee reviews at least annually the Compensation Peer Group to confirm that it includes companies that are comparable to Thryv on the basis of industry focus, scope of operations, size (based on revenues) and the competitive marketplace for talent. We use this data solely for informational purposes and do not target a specific percentile or make significant pay decisions based on market data alone. Although we believe this information can be helpful, we recognize that benchmarking is not always reliable and is subject to significant change from one year to the next-particularly for companies in the technology and SaaS industries. As a result, we use both Company and individual performance as primary drivers of pay levels, as opposed to market data.

The compensation committee decided upon the following 17 companies as our Compensation Peer Group for fiscal year 2023 after consultation with Lyons Benenson and primarily based upon criteria such as business alignment, industry relevance and competition for executive talent. The decrease in composition of the peer group for 2023 from 19 companies to 17 companies was a result of the acquisition of two of the companies in our 2022 peer group, whereby compensation information for those two companies would no longer be publicly available. We believe this peer group composition is appropriate in light of the importance we ascribe to providing competitive pay opportunities sufficient to attract and retain the talented executives needed to lead the Company.

Components of Our NEO Compensation Program

We believe that a substantial portion of our executive compensation should be based on Company performance. We also believe it is essential for our executives to have a meaningful equity stake linked to our long-term performance; therefore, we created compensation opportunities that aimed to foster this culture. As such, other than base salary, compensation of our NEOs has largely been comprised of short-term incentive opportunities linked to our financial performance and individual contributions and long-term equity incentive compensation. Other factors we have historically considered in evaluating executive compensation included internal pay equity, external market and competitive information, assessment of individual performance, level of responsibility, and the overall expense of the program.

Base Salary

Base salary has represented the fixed component of our executive officers' compensation. As mentioned above, our compensation committee is responsible for reviewing and making individual executive officers' compensation determinations. In consultation with our management, our compensation committee evaluates the performance of executive officers in light of agreed upon measures and determines and approves, or recommends to our board of directors for approval, executive officers' compensation, including annual base salary levels, but does not automatically increase these levels each year. We believe that base salary increases at the executive officer level are generally warranted when (i) the employee has had a significant increase in job responsibilities, (ii) the employee's base salary is not viewed as externally competitive or internally equitable or (iii) individual performance and career growth support an increase to base salary.

None of the NEOs received a base salary increase in 2023. The 2023 base salaries for our NEOs were as follows:

Short-Term Incentive Plan - Cash Incentive

We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Short-Term Incentive Plan (our "STI"). Payouts under our STI are determined annually by our compensation committee based on each NEO's target incentive and performance against pre-determined performance measures.

Our compensation committee follows the same benchmarking and decision-making process with respect to STI opportunities and payouts as it does with base salary. Our compensation committee may reassess our target annual incentive for each NEO from time to time.

Our compensation committee approved the target annual incentive, performance levels and payout parameters for the STI for fiscal year 2023 in March 2023.

There were three financial performance metrics and one individual metric in our STI for fiscal year 2023, which were unchanged from fiscal year 2022. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan. Each of the financial performance metrics and goals reflected the board approved budget from December 7, 2022. These goals represent the budget guiding principles and financial projections of the Company for fiscal year 2023:

The below table reflects in detail the funding formulas applicable to our performance level for the EBITDA, Reported SaaS Net Revenue and FCF performance (collectively, the "Company Performance") metrics under our STI for fiscal year 2023.

On February 14, 2024, our compensation committee reviewed the Company's performance against the pre-established metrics for fiscal year 2023. The compensation committee determined that for fiscal year 2023, EBITDA achieved $187.52 million, FCF achieved $114.83 million and Reported SaaS Net Revenue achieved $263.72 million resulting in the total weighted average payout of 125.0% for EBITDA, FCF and Reported SaaS Net Revenue for the Company Performance component (accounting for 75% of the total award) and that the individual performance component (accounting for 25% of the total award) for all NEOs was at target (100%). A few of the 2023 individual goals included growing SaaS revenue and growing active users. The resulting incentive payments for 2023 STI to NEOs are detailed in the table below:

Over Performance Plan-Cash Incentive

We provide our NEOs with the opportunity to earn additional annual, performance-based cash compensation under our Over Performance Plan (our "OPP"). The OPP is intended to motivate and reward executive officers for the overachievement of annual business objectives. Payouts under our OPP are determined annually by our compensation committee based on each NEO's overachievement of target incentive and performance against pre-determined Company financial performance measures. Our compensation committee may reassess our target OPP incentive for each NEO from time to time.

Our compensation committee approved the target incentives, performance levels and payout parameters for our OPP for fiscal year 2023 in March 2023. The OPP target incentive is expressed as a percentage of each individual's base salary and were unchanged from 2022.

In fiscal year 2023, the OPP target annual incentives for each of our NEOs, expressed as a percentage of each NEO's base salary, were as follows:

Over Performance Plan Metrics and Performance for Fiscal Year 2023

There were three financial performance metrics in our OPP for fiscal year 2023. Each of the financial performance metrics under the OPP are defined as they are under our STI, and the goals under the OPP also reflected the board approved budget from December 7, 2022. These goals represent the budget guiding principles and financial projections of the Company for fiscal year 2023.

Our OPP plan only pays out if we have achieved greater than maximum performance under the STI plan; in fact, threshold level of performance for each metric under the OPP is equal to or greater than the maximum performance achievement levels under our STI. The total short term incentive cash payment is capped at 200% the value of the STI Plan at Target. The below table reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2023.

On February 14, 2024, our compensation committee reviewed the Company's performance against the pre-established metrics for fiscal year 2023. The compensation committee determined that for fiscal year 2023, EBITDA achieved $187.52 million or 1.0% payout incentive, FCF achieved $114.80 million or 86.0% payout incentive and Reported SaaS Net Revenue achieved $263.72 million or 21.5% of payout incentive, resulting in a total average weighted payout of 41.2%. There is not an individual performance component for the OPP. The resulting incentive payments for 2023 OPP to NEOs are detailed in the table below:

Long-Term Equity Incentive Compensation

We have historically provided our executive officers with the opportunity to earn long-term equity incentive compensation in the form of non-qualified stock options under our 2016 Stock Incentive Plan ("2016 Plan"). On September 3, 2020, our board of directors approved our 2020 Incentive Award Plan ("2020 Plan"), which became effective on September 23, 2020, and under which we may award long-term equity incentive grants. Following the effectiveness of our 2020 Plan, no future grants can be awarded under our 2016 Plan; however, all outstanding awards under the 2016 Plan remain outstanding in accordance with the terms of the applicable award agreements and our 2016 Plan. In addition, any shares of common stock that are forfeited or lapse unexercised under the 2016 Plan are added to the pool for issuance under the 2020 Plan.

The purpose of long-term equity awards is to provide incentives for our executives to achieve our long-term financial and operational goals and to reward them for sustained improvements in performance over the long term. The 2020 Plan is intended to advance the best interests of the Company, our affiliates and our stockholders by providing those persons who have substantial responsibility for the management and growth of Thryv and our affiliates with additional performance incentives and an opportunity to obtain or increase their equity ownership in the Company, thereby strengthening the alignment between the interests of our executives and our stockholders. The 2020 Plan is administered by the compensation committee with oversight from the board of directors.

Equity Awards in Fiscal Year 2023

In fiscal year 2023, we granted our NEOs both time-vesting RSUs and PSUs. We believe that the use of PSUs and RSUs serves to retain the executives necessary to achieve our strategic plans and to motivate them to drive sustained increases in stockholder value.

Time-vesting RSUs

In general, the RSUs, which represented 35% of the total grant, vest ratably, annually on each of January 5, 2024, 2025 and 2026. For Mr. Walsh, the RSUs vest over three years with the first one-third vesting on January 5, 2024 and 1/36^th of the RSUs vesting on the 3^rd of each month thereafter over the following 24 months.

PSUs

The PSUs, which represent 65% of the total grant date value, will vest, to the extent earned, at the conclusion of a three-year performance period, which runs from January 1, 2023 through December 31, 2025. The earnout of the PSUs is governed by the following performance measures, weights and funding formula, which were unchanged from 2022:

Performance against each of the aforementioned measures and the extent to which the PSUs have been earned and are eligible to vest and be settled will be assessed early in 2025 following the conclusion of the performance period. PSUs may be earned between 0% and 150% of the target award, depending on the Company's performance relative to each of the performance measures. Performance below the threshold level of performance for each of the measures will result in no PSUs being earned relative to that measure. For performance achievement between threshold and target or between target and maximum, the percentage of PSUs that would vest under each measure will be subject to straight line interpolation. For performance achievement at or above the maximum level of performance achievement set forth above, a maximum of 150% of the PSUs may vest under each measure.

For the rTSR measure, the PSUs will be eligible to vest based on the Company's TSR relative to the following performance peer group over the three-year performance period. [The decrease in composition for the 2023 peer group from 21 to 18 companies was a result of the acquisition or delisting of three companies.] The peer group for the 2023 rTSR PSUs consists of 18 companies with which we compete for products and services, and which are listed below:

Stock Ownership and Retention Guidelines

In August 2022, the compensation committee adopted new stock ownership guidelines and retention requirements pursuant to which all NEOs, members of the Executive Committee, vice presidents and non-employee directors are expected to own common stock equal to the following amounts within five years:

Until such time as a participant has met the above guidelines, that participant may only sell a maximum of 50% of any compensatory equity awarded beginning in 2022.

The compensation committee regularly monitors compliance with these guidelines, and as of April 16, 2024, the majority of NEOs were in compliance with or making steady progress towards their respective ownership guideline. The guidelines may be amended from time to time in the discretion of the compensation committee.

Risk Assessment of Compensation Policies

During early 2023, management reviewed existing incentive compensation programs in which NEOs participate in order to confirm that such programs do not create risks that are reasonably likely to have a material adverse effect on the Company. Lyons Benenson, the Company's external compensation consultant, also reviewed the Company's 2023 compensation philosophy, policies and program in order to conduct a risk assessment of the Company's compensation arrangements. Based on the information furnished by management and Lyons Benenson's understanding of the current program and arrangements, Lyons Benenson concluded that there is no undue risk in the program.

Anti-Hedging and Anti-Pledging Policy

Under Thryv's Insider Trading Policy, members of the board of directors and all employees (including officers) of the Company, as well as certain of their family members and entities over which they exert control, are prohibited from engaging in any hedging transactions or otherwise engaging in short sales of Thryv securities. Thryv's Insider Trading Policy also prevents members of the board of directors and certain employees (including officers) from pledging securities in the Company.

Clawback Policy

Thryv's Board adopted a Clawback Policy on November 29, 2023 which complies with Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Exchange Act Rule 10D-1 ("Rule 10D-1") and with Nasdaq Stock Market LLC ("Nasdaq") Rule 5608 and provides for the recoupment of certain covered compensation.

Tax Considerations

In determining our variable compensation programs, we consider certain tax implications of particular forms of compensation, such as the implications of Section 409A of the Internal Revenue Code governing deferred compensation arrangements. Although we consider the tax consequences of our compensation programs, the forms of compensation we utilize are determined primarily by their effectiveness in creating maximum alignment with our key strategic objectives and the interests of our stockholders.

Accounting For Stock-Based Compensation

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718"), for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees and independent members of our board of directors, including options to purchase shares of our common stock and other stock-based awards, based on the grant date "fair value" of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables below required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee currently are, or have been, an officer or employee of the Company. None of our named executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its named executive officers serving on our board of directors or compensation committee.

Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on this review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.

Compensation Committee:

Bonnie Kintzer, Chair

John Slater

Lauren Vaccarello

Compensation Tables

The section below contains information, both narrative and tabular, regarding the compensation paid to our NEOs for the fiscal year 2023.

Summary Compensation Table

The following table sets forth the compensation paid or earned for the fiscal years ending December 31, 2021, 2022 and 2023, as applicable, by our NEOs:

Retirement Savings Benefits

We offer a 401(k) retirement savings plan to all employees, including all NEOs, to enable them to contribute a portion of their base salary and earned STI award. We provide an employer contribution match up to statutory limits.

Other Employee Benefits

Benefits are part of the overall competitive compensation program designed to attract and retain employees, including our NEOs. The NEOs participate in the same benefit programs as the general employee population, with the additional benefit made to them for annual executive physical examinations. Our NEOs have the option of submitting reimbursements for the annual physical examination benefit, which provides eligible executives with a comprehensive medical examination once per year. Our compensation committee will continue to periodically review and evaluate personal benefits provided to the NEOs.

Broad-Based Benefits Programs and Perquisites

All full-time employees, including our NEOs, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. Our NEOs are also eligible to participate in our employee stock purchase plan on the same terms as our eligible employees. In fiscal year 2023, our NEOs also received certain perquisites and personal benefits set forth in the "Summary Compensation Table" above. We provide these benefits to retain and attract talented executives with the skills and experience to further our long-term strategic plan.

NEO Employment Agreements and Arrangements

From time to time, we have entered into employment agreements and arrangements in order to attract and retain key executives. Currently, Mr. Walsh is the only NEO party to an employment agreement with us, the details of which are discussed below under "Joseph A. Walsh Employment Agreement".

Applicable Non-Competition and Non-Solicitation Covenants

Each NEO is bound by a non-competition agreement during his or her respective period of employment and would be bound to such agreement for a period of twelve months following his or her termination of employment for any reason. As a part of the non-competition agreement, each of the NEOs would also be subject to employee non-solicitation/no-hire covenants for twelve months following termination of his or her employment for any reason.

Grants of Plan-Based Awards Fiscal Year 2023

Outstanding Equity Awards at Fiscal Year-End 2023

The following table provides information about the number of outstanding equity awards held by our NEOs at fiscal year-end 2023. The table also includes, where applicable, the value of these awards based on the closing price of our common stock on Nasdaq on December 29, 2023, which was $20.35 per share. All awards vest one third each year over three years following the grant date, except as otherwise noted.