UNITY SOFTWARE INC., DEF 14A filed on 3/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name UNITY SOFTWARE INC.
Entity Central Index Key 0001810806
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay vs. Performance Disclosure(1)
Summary Compensation Table Total
for PEO(2) ($)
Compensation Actually Paid for
PEO(3) ($)
Value of Fixed
$100 Investment
Based On:
(in thousands)
Year
Riccitiello
Whitehurst
Bromberg
Riccitiello
Whitehurst
Bromberg
Average
Summary
Compens
ation
Table
Total for
Non-PEO
NEOs(4) ($)
Average
Compensatio
n
Actually Paid
for
Non-PEO
NEOs(5)
($)
TSR(6)
($)
S&P 500
Tech(7)
($)
Net
Income
(Loss)(8)
($)
Revenue
(9)
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2025
10,574,243
64,717,402
12,343,822
25,998,243
29
198
(401,493)
1,849,648
2024
5,507,666
52,147,152
2,022,686
53,028,703
9,758,994
(10,681,297)
15
160
(664,287)
1,813,255
2023
27,130,731
6,194,881
13,547,993
8,432,881
9,064,060
18,648,904
27
118
(826,322)
2,187,317
2022
11,805,430
(213,136,090)
21,787,435
(3,571,284)
19
76
(919,488)
1,391,024
2021
12,501,471
(17,400,715)
17,015,624
10,716,783
93
106
(532,607)
1,110,526
*Total Shareholder Return is shown as “TSR” in the table above.
1.
       
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote John Riccitiello served as our principal executive officer (“PEO”) from 2020 until October 2023. James Whitehurst served as our PEO from October 2023
to May 2024. Matthew Bromberg has served as our PEO since May 2024. Our PEO(s) and our non-PEO NEOs for each of the applicable years were as
follows:
Year
PEO
Non-PEO NEOs
2025
Matthew Bromberg
Jarrod Yahes, Alexander Blum, Anirma Gupta, Felix Thé
2024
James Whitehurst; Matthew Bromberg
Mark Barrysmith, Luis Visoso, Alexander Blum, Anirma Gupta, Felix Thé, Tomer Bar-Zeev, and Marc Whitten
2023
John Riccitiello; James Whitehurst
Luis Visoso, Carol Carpenter, Anirma Gupta, Clive Downie, Tomer Bar-Zeev, and Marc Whitten
2022
John Riccitiello
Luis Visoso, Carol Carpenter, Anirma Gupta, and Marc Whitten
2021
John Riccitiello
Luis Visoso, Kimberly Jabal, Marc Whitten, Ingrid Lestiyo, Ralph Hauwert, and Clive Downie
       
Peer Group Issuers, Footnote Weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for
which a return is indicated. The peer group used for this purpose is the S&P 500 Tech Index.
       
PEO Total Compensation Amount $ 10,574,243        
PEO Actually Paid Compensation Amount $ 64,717,402        
Adjustment To PEO Compensation, Footnote Represents the CAP to Mr. Riccitiello, Mr. Whitehurst, and Mr. Bromberg, respectively, for each applicable year, as computed in accordance with Item
402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Riccitiello, Mr. Whitehurst or Mr.
Bromberg. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Bromberg’s total
compensation for 2025 to determine the CAP.
PEO "CAP" Calculation Detail
Bromberg
2025
SCT Total Compensation
$10,574,243
Aggregate SCT Reported Equity Compensation (-)(a)
$(8,784,631)
Year-End Fair Value of Awards Granted During the FY &
Outstanding (+)(b)
$15,527,739
Change in Fair Value of Awards Granted During Previous
FYs & Outstanding  (+/-)(b)
$39,554,436
Vesting Date Fair Value of Awards Granted & Vested During
the Covered FY (+)(b)
$3,404,569
Change in Fair Value of Awards Granted During Previous
FYs & Vesting During Covered FY (+/-)(b)(iv)
$4,441,046
CAP
$64,717,402
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the
Summary Compensation Table for 2025.
b.The valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.
       
Non-PEO NEO Average Total Compensation Amount $ 12,343,822 $ 9,758,994 $ 9,064,060 $ 21,787,435 $ 17,015,624
Non-PEO NEO Average Compensation Actually Paid Amount $ 25,998,243 (10,681,297) 18,648,904 (3,571,284) 10,716,783
Adjustment to Non-PEO NEO Compensation Footnote Represents the average CAP to the Non-PEO NEOs as a group for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The
dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. The
following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2025 to determine the CAP, using the same
methodology described above in Note 3:
Average Non-PEO NEOs CAP Calculation Detail
2025
SCT Total Compensation
$12,343,822
Aggregate SCT Reported Equity Compensation (-)
($11,468,439)
Year-End Fair Value of Awards Granted During the FY &
Outstanding (+)
$14,259,180
Change in Fair Value of Awards Granted During Previous
FYs & Outstanding  (+/-)
$5,934,478
Vesting Date Fair Value of Awards Granted & Vested During
the Covered FY (+)
$3,056,600
Change in Fair Value of Awards Granted During Previous
FYs & Vesting During Covered FY (+/-)
$1,872,602
Prior FYE Value of Awards Determined to Fail to Meet
Vesting Conditions During Covered FY (-)
$0
Value of Dividends Paid not Otherwise Reflected in Fair
Value Determination or Total Compensation (+)
$0
CAP
$25,998,243
       
Compensation Actually Paid vs. Total Shareholder Return
Picture1.gif
       
Compensation Actually Paid vs. Net Income
Picture2.gif
       
Compensation Actually Paid vs. Company Selected Measure
Picture3.gif
       
Total Shareholder Return Vs Peer Group
Picture1.gif
       
Total Shareholder Return Amount $ 29 15 27 19 93
Peer Group Total Shareholder Return Amount 198 160 118 76 106
Net Income (Loss) $ (401,493,000) $ (664,287,000) $ (826,322,000) $ (919,488,000) $ (532,607,000)
Company Selected Measure Amount 1,849,648,000 1,813,255,000 2,187,317,000 1,391,024,000 1,110,526,000
PEO Name Matthew Bromberg        
Additional 402(v) Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our
NEOs and certain financial performance of the Company. Use of the term “compensation actually paid” (“CAP”) is required by
the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation
actually received by the individuals and the compensation decisions described in “Compensation Discussion and Analysis”
above. For further information concerning our variable pay-for-performance philosophy and how we align executive
compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above.
Represents the amount reported for our PEO(s) in the “Total” column of the Summary Compensation Table for each applicable year. Refer to “Executive
Compensation—Summary Compensation Table.”
Represents the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) (“Non-PEO NEOs”) in the “Total” column of the
Summary Compensation Table for each applicable year.
Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share
price at the beginning of the measurement period.
The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.Relationship Disclosures
Our HCCC reviews a variety of Company-wide and individual factors to link executive CAP with Company and executive
performance. To promote strong pay-for-performance orientation when setting executive pay levels, the HCCC considers the
Company's absolute and relative TSR, short- and long-term business outlook, including income and revenue growth, and the
broader market environment.
The following graphs set forth the relationships between the Company’s cumulative TSR relative to peer comparators, as well as
CAP relative to the Company’s TSR, net income (loss), and revenue over the last five completed fiscal years. Note that the
HCCC assesses target compensation and potentially realizable compensation in addition to CAP to maintain a holistic
understanding of executive total compensation packages.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA Margin        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA Less SBC Margin        
Non-GAAP Measure Description .        
Measure:: 3          
Pay vs Performance Disclosure          
Name Revenue        
Matthew Bromberg [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 10,574,243 $ 52,147,152      
PEO Actually Paid Compensation Amount 64,717,402 53,028,703      
James Whitehurst [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   5,507,666 $ 6,194,881    
PEO Actually Paid Compensation Amount   $ 2,022,686 8,432,881    
John Riccitiello [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     27,130,731 $ 11,805,430 $ 12,501,471
PEO Actually Paid Compensation Amount     $ 13,547,993 $ (213,136,090) $ (17,400,715)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,784,631)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,527,739        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 39,554,436        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,404,569        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,441,046        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (11,468,439)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,259,180        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,934,478        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,056,600        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,872,602        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Equity Award Grant Practices
From time to time, the Company has granted stock options to certain senior-level employees, including NEOs. The Company
has granted new-hire option awards on or soon after a new hire’s employment start date and annual employee option grants, if
any, in the first quarter of each year, which annual grants are typically approved at a regularly scheduled meeting of the HCCC.
Non-employee directors do not receive options. The Company does not otherwise maintain any written policies on the timing of
awards of stock options, stock appreciation rights, or similar instruments with option-like features. 
The HCCC does not grant equity awards in anticipation of the release of material nonpublic information, nor does it take material
nonpublic information into account when determining the timing and terms of equity awards. Unity has not timed the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation for 2025.
Award Timing Method From time to time, the Company has granted stock options to certain senior-level employees, including NEOs. The Company
has granted new-hire option awards on or soon after a new hire’s employment start date and annual employee option grants, if
any, in the first quarter of each year, which annual grants are typically approved at a regularly scheduled meeting of the HCCC.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Non-employee directors do not receive options. The Company does not otherwise maintain any written policies on the timing of
awards of stock options, stock appreciation rights, or similar instruments with option-like features. 
The HCCC does not grant equity awards in anticipation of the release of material nonpublic information, nor does it take material
nonpublic information into account when determining the timing and terms of equity awards. Unity has not timed the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation for 2025.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true