Dear Bill,
Congratulations! We are thrilled to invite you to join our Board of Directors as an independent director and Audit
Committee Chair, marking the beginning of an exciting journey with us as we prepare for a potential initial public
offering (“IPO”). Your appointment will be effective January 11, 2026, subject to (i) final approval by the Board, (ii)
completion of customary independence, conflicts, and diligence processes, and (iii) your execution of the Company’s
directors and officers (“D&O”) questionnaire.
Role & Expectations
As Audit Committee Chair, you will work closely with the Board, management, internal finance leadership, and
Entrata’s independent auditors to provide oversight of:
•Financial reporting, risk management, cybersecurity, compliance, and ethics programs
•Internal financial controls and processes
•The external auditor relationship including appointment, compensation, the audit plan, audit quality, and
auditor independence
•Pre-IPO readiness items (including governance, financial policies, and public-company controls maturation)
•Quarterly and annual required filings including 10-Qs and 10-Ks, as well as financial reporting requirements
post-IPO
You will coordinate with Silver Lake and the broader Board of Directors, and will have access to members of
management as needed to fulfill committee responsibilities. The anticipated time commitment includes regular Board
meetings, Audit Committee meetings, and reasonable ad hoc sessions in connection with the IPO readiness process
and quarterly/year-end reporting cycles.
Compensation
In consideration for your Board and Audit Committee Chair service, you will receive the following compensation (the
“Director Compensation”):
•You will receive $1,000,000 in time-based RSUs in a Pre-IPO grant. Time-based RSUs vest over three
years with 33.33% vesting after one year and then 8.33% per quarter thereafter. In addition to time vesting,
full vesting of time-based RSUs is contingent on (i) occurrence of a Liquidity Event (change of control or
IPO) and (ii) continued service through such Liquidity Event. If you leave prior to a Liquidity Event and are
considered a “good leaver”, your RSUs which were time-vested as of the date of termination fully vest at the
Liquidity Event. If you cease to be a Director following the Liquidity Event but before the three-year time-
based vesting schedule is fully satisfied, the RSUs which are not time-vested at such termination will be
immediately forfeited. On a good leaver termination, the value of time-vested RSUs shall be capped at the
value of common stock at the time service ceases
•Compensation prior to the completion of an IPO will be entirely in equity. At a future date, following an
IPO, we will evaluate our compensation program, including cash-based retainers as well as eligibility to
participate in an annual equity program.