Form DEF 14A AdTheorent Holding Compa Due: May 25

Remuneration of board members

During the fiscal year ended December 31, 2021, no member of Legacy AdTheorent, MCAP, or AdTheorent’s Board of Directors received cash, stock, or other compensation for their services on the board of directors or one of its committees. It is our policy to reimburse board members for reasonable and necessary expenses disbursed

expenses incurred to attend board and committee meetings or to perform other services in their capacity as board members. As of December 31, 2021, unemployed members of Legacy AdTheorent, MCAP or AdTheorent’s board of directors did not hold any outstanding options or other stock awards.

Beginning in 2022, each independent director (as defined below) will receive an annual retainer of $195,000, of which $45,000 will be paid in cash. The remaining $150,000 will be paid in the form of Restricted Share Units (“RSUs”). Each Independent Director will also be entitled to receive a first one-time PSU grant equal to $225,000. The PSUs will be subject to vesting conditions, including, for the initial grant, vesting in equal annual installments over three years and, for annual grants, block vesting after one year.

Mr. Kiarie, as Chairman of our Audit Committee, will receive an additional annual cash retainer of $20,000 and Mr. Tatta, as a member of our Audit Committee, will receive an additional annual cash retainer of $10,000. MM. Tatta and Mehra will also receive an additional annual cash retainer of $7,500 each for serving on the Compensation Committee and the Nominating and Corporate Governance Committee, respectively.

2017 Interest Option Plan

AdTheorent Legacy’s Board of Directors previously adopted the AdTheorent Holding Company, LLC 2017 Interest Option Plan (the “2017 Plan”), the principal terms of which are summarized below. As of December 31, 2021, options to purchase 7,726,543 common shares granted under the 2017 plan remained outstanding with a weighted average exercise price of $0.64 per share and 847,081 shares restricted with respect to our common shares were in circulation. Following the completion of the Business Combination, no new allocations will be granted under the 2017 Plan.

Awards. The 2017 Plan provided for the allocation of options and restricted interest units to managers, corporate officers, other key employees or consultants of AdTheorent and its subsidiaries.

Authorized actions. After the entry into force of the 2021 Long-Term Plan, no additional grants will be made under the 2017 Plan.

Plan administration. Our board, or a duly authorized committee thereof, administers the 2017 Plan. administration of the 2017 Plan, including, but not limited to, the authority to determine limitations, restrictions and conditions on awards previously granted under the 2017 Plan, and to interpret and interpret the terms of the 2017 Plan and awards granted under it.

Choice. Options granted under the 2017 Plan will vest at the rate specified in the Grant Agreement as determined by the Administrator. The administrator has determined the term of the options granted under the 2017 Plan, up to a maximum of 10 years. Payment of the exercise price for the purchase of shares of our common stock issued on the exercise of an option will be made in cash (including by cheque) or, at the discretion of the administrator, by delivery of a promissory note or other property or by cashless exercise.

Units of Restricted Interest. Restricted interest units are accounting entries representing an amount equal to the fair market value of one share of our common stock. No cash consideration is required from the beneficiary when granting a Restricted Interest Unit. The administrator has established the terms and conditions of the grant of Restricted Interest Units, including vesting and settlement conditions and, unless otherwise specified in an award

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