EX-10.3





 Exhibit 10.3 

MERIDIANLINK, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of MeridianLink, Inc. (the
“Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside
Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated
above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below: 
 Cash Retainers 

Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board
of Directors, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual
meetings of the Board of Directors. 
  

					
	 Additional Annual Retainer for Non-Executive
Chair:
	 	$	30,000	 
		
	 Additional Annual Retainer for Lead Independent Director:
	 	$	20,000	 
		
	 Additional Annual Retainers for Committee Membership:
	 			
		
	 Audit Committee Chair:
	 	$	20,000	 
		
	 Audit Committee member (other than Chair):
	 	$	10,000	 
		
	 Compensation Committee Chair:
	 	$	15,000	 
		
	 Compensation Committee member (other than Chair):
	 	$	7,500	 
		
	 Nominating and Corporate Governance Committee Chair:
	 	$	10,000	 
		
	 Nominating and Corporate Governance Committee member (other than Chair):
	 	$	5,000	 
		
	 Cybersecurity Committee Chair:
	 	$	10,000	 
		
	 Cybersecurity Committee member (other than Chair):
	 	$	5,000	 


  
 1 













 Chair and committee member retainers are in addition to retainers for members of the Board
of Directors. No additional compensation will be paid for attending individual committee meetings of the Board of Directors. 
 Equity Retainers

 IPO Grants: Upon the filing of a registration statement on Form S-8 with respect to the shares of common stock issuable
under the Company’s 2021 Stock Option and Incentive Plan (the “S-8 Filing Date”), each Outside Director serving as of such date shall receive a one-time restricted stock unit grant with a value
of $300,000 (with the number of restricted stock units determined by dividing $300,000 by the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s initial public
offering) (the “IPO Grant”), which shall vest in equal annual installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to have a Service Relationship (as defined in the
Company’s 2021 Stock Option and Incentive Plan). 
 Initial Award: An initial, one-time
restricted stock unit award (the “Initial Award”) with a Value (as defined below) of $300,000 will be granted to each new Outside Director upon the later of his or her election to the Board of Directors or the S-8 Filing Date, which shall
vest in equal annual installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to have a Service Relationship (as defined in the Company’s 2021 Stock Option and Incentive Plan).
This Initial Award applies only to Outside Directors who are first elected to the Board of Directors subsequent to the Effective Date. 

Annual Award: On each date of each Annual Meeting of Stockholders of the Company following the Effective Date (the “Annual
Meeting”), each continuing Outside Director, other than a director receiving an Initial Award, will receive an annual restricted stock unit award (the “Annual Award”) with a Value of $150,000, which shall vest in full upon the earlier
of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director ceases to have a Service Relationship (as defined in the Company’s 2021
Stock Option and Incentive Plan), unless the Board of Directors determines that the circumstances warrant continuation of vesting. 

Value: For purposes of this Policy, “Value” means with respect to (i) any stock option award, the grant date fair value
of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under Financial Accounting Standard Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 718; and (ii) any award of restricted stock or restricted stock units the product of (A) the closing market price on the New York Stock Exchange (or such other market on which the
Company’s common stock is then principally listed) of one share of the Company’s common stock on the grant date, and (B) the aggregate number of shares of common stock underlying such award. 

Sale Event Acceleration:    All outstanding Initial Awards and Annual Awards held by an Outside Director shall
become fully vested and nonforfeitable upon a Sale Event (as defined in the Company’s 2021 Stock Option and Incentive Plan). 
 Expenses

 The Company will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the
Board of Directors or any committee thereof. 

  
 2 













 Maximum Annual Compensation 

The aggregate amount of compensation, including both equity compensation and cash compensation, paid by the Company to any Outside Director in
a calendar year for services as an Outside Director period shall not exceed $750,000; (or such other limits as may be set forth in Section 3(b) of the Company’s 2021 Stock Option and Incentive Plan or any similar provision of a successor
plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but
excluding the impact of estimated forfeitures related to service-based vesting conditions. 
 Adopted [_________], 2021. 

  
 3