DEF 14A of Revolve Group, Inc., Apr 26, 2024

DEF 14A of Revolve Group, Inc.

Filed Apr 26, 2024 · FY20230000950170-24-049048

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors Each director is elected by a plurality of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of each of the director nominees named herein or (2) WITHHOLD authority to vote for each such director nominee. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non‑vote, will have no effect on the outcome of the election.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our business and affairs are managed under the direction of our board of directors, which is currently composed of six members. Marc Stolzman is not standing for reelection at the annual meeting. Mr. Stolzman has been a valuable member of our board of directors since 2018, including serving on our audit committee and compensation committee. Effective as of the end of Mr. Stolzman’s current term as director at the annual meeting, the size of our board of directors will be reduced to five members. Because we qualify as a “controlled company” under the corporate governance rules of the New York Stock Exchange, or NYSE, we are not required to comply with certain corporate governance standards. See the section of this proxy statement titled “Board of Directors and Corporate Governance—Controlled Company Exemption.” At each annual meeting of stockholders, directors will be elected for a one-year term.

  3. Nominees for Director

    Nominees for Director The table below sets forth the names and certain other information for each of the nominees for election as a director as of April 26, 2024. Directors elected at the annual meeting will serve until our 2025 annual meeting of stockholders, or until their successors are duly elected and qualified.

  4. Nominees for Director

    | Nominees | Age | Position | | Michael “Mike” Karanikolas(1) | 45 | Co-Chief Executive Officer and Director | | Michael Mente(2) | 43 | Co-Chief Executive Officer and Director | | Melanie Cox(3) | 64 | Director | | Jennifer Baxter Moser(4) | 44 | Director | | Oana Ruxandra(5) | 42 | Director |

  5. Nominees for Director

    (1) Chairperson of the board of directors and chairperson of the nominating and corporate governance committee. (2) Member of the nominating and corporate governance committee. (3) Lead independent director, member of the audit committee and chairperson of the compensation committee. (4) Member of the audit committee and the compensation committee. Ms. Moser has been appointed as chairperson of the audit committee effective at the annual meeting. (5) Member of the audit committee and the compensation committee. Michael (“Mike”) Karanikolas, our co-founder, has served as our co-chief executive officer and as a member of our board of directors since inception. Before founding REVOLVE in 2003, Mr. Karanikolas was a software engineer at NextStrat from 2000 until 2002. Mr. Karanikolas holds a B.S. in engineering from Virginia Tech University. We believe Mr. Karanikolas’s perspective, experience and institutional knowledge as our co-founder and co-chief executive officer qualify him to serve as director. Michael Mente, our co-founder, has served as our co-chief executive officer and as a member of our board of directors since inception. Before founding REVOLVE in 2003, Mr. Mente was an analyst at NextStrat from 2001 until 2002. Mr. Mente holds a B.S. in business administration from the University of Southern California. We believe Mr. Mente’s perspective, experience and institutional knowledge as our co-founder and co-chief executive officer qualify him to serve as director. Melanie Cox has served as a member of our board of directors since July 2020. Ms. Cox has served as the chief executive officer of Backcountry.com LLC since June 2020 and has also served on its board of directors since March 2020. From April 2017 until June 2020, and from April 2009 until April 2014, Ms. Cox served as founder and chief executive officer of MBC Consulting, where she advised private equity firms on retail strategy and diligence and also held interim chief executive officer roles at rue21, inc. and American Laser Skincare, LLC. From April 2014 through March 2017, Ms. Cox served as managing director at Versa Capital Management, a private equity firm, where she also served as chief executive officer on its behalf at Wet Seal, Inc. Each of rue21 and Wet Seal filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in May 2017 and February 2018, respectively. Prior to Versa Capital Management, Ms. Cox held executive-level positions at various companies and private equity firms, including scoop NYC, LLC, Gymboree Group, Inc., Urban Outfitters, Inc., Contempo Casuals, Inc., Clothestime Inc., Prentice Capital Management, LP and Cerberus Capital Management, L.P.. Ms. Cox currently serves on the board of directors of Duckhorn Portfolio, Inc., a producer of luxury wines listed on the NYSE. Ms. Cox completed coursework in American studies at the University of Texas at Austin. We believe Ms. Cox’s experience as a retail president and chief executive officer of multiple public and private companies as well as her experience in private equity qualify her to serve on our board of directors. Jennifer Baxter Moser previously served as a member of our board of directors from June 2012 to July of 2020 and was reappointed to our board of directors in January 2024. From 2007 to 2013, Ms. Moser worked at TSG Consumer Partners from 2013 to 2023, served as a Managing Director at TSG Consumer Partners. From 2001 until 2005, she was a consultant at Bain and Company. She serves as a director of and advisor to of a number of privately held companies. Ms. Moser holds a B.A. in economics and communications from Stanford University and an M.B.A. from Harvard Business School. We believe Ms. Moser’s experience and institutional knowledge from serving as a director of public and private companies qualifies her to serve on our board of directors. Oana Ruxandra is focused on reshaping the frameworks of the music industry to help cultivate fandom, community, experiences and ownership. In 2023, Ms. Ruxandra left Warner Music Group, or WMG, to pursue her own entrepreneurial build. Prior to this, she was chief digital officer and executive vice president of business development for WMG where she led strategy, partnerships and M&A-related activities. She previously served as executive vice president, new business channels – chief acquisition officer for WMG, among other roles at the company earlier in her career. From 2016 to 2018, she served as senior vice president of digital strategy and partnerships for Universal Music Group. Ms. Ruxandra began her career in the financial services industry, including experience as a portfolio manager at BlackRock. Ms. Ruxandra has been a consistent honoree on Billboard’s Power Players and Women in Music lists. She has also been recognized in Variety’s Power of Women and New Power in New York lists. Ms. Ruxandra received her M.B.A. in finance and management from The Wharton School at the University of Pennsylvania and her B.A. in economics and political science from Columbia University. We believe Ms. Ruxandra’s experience as an executive of multiple multinational recording conglomerates qualifies her to serve on our board of directors.

  6. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our board of directors and our nominating and corporate governance committee regularly review the composition of the board of directors and use a variety of methods for identifying and evaluating potential directors whose perspectives, skills and experiences will enable them to make meaningful contributions to shaping the future of our company. In their evaluation of director candidates, they will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that are considered include, without limitation, issues of character, professional ethics and integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience and competence in one’s field, the ability to exercise sound business judgment, length of service, understanding of our business, other commitments and the like. Other than the foregoing, there are no stated minimum criteria for director nominees. Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee considers these and other factors as it oversees the annual board of director and committee evaluations.

  7. Director Compensation

    Director Compensation The compensation paid to Messrs. Karanikolas and Mente in respect of their employment in 2023 is included in the Summary Compensation Table in the section of this proxy statement titled “Executive Compensation Tables.” The following table provides information concerning compensation earned by our non-employee directors during 2023:

  8. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Melanie Cox(1) | 67,500 | 99,998 | 167,498 | | Jennifer Baxter Moser(2) | — | — | — | | Oana Ruxandra(3) | 62,500 | 99,998 | 162,498 | | Marc Stolzman(4) | 70,000 | 99,998 | 169,998 |

  9. Director Compensation

    (1) The amount reported in the “Fees Earned or Paid in Cash” column represents (a) an annual $50,000 retainer for board service, (b) an annual $7,500 retainer for audit committee service and (c) an annual $10,000 retainer for compensation committee (chairperson) service. The amount reported in the “Stock Awards” column represents the aggregate grant date fair value of stock awards granted in 2023. The amount has been computed in accordance with ASU No. 2016 09 “Compensation—Stock Compensation (Topic 718),” or ASC Topic 718. As of December 31, 2023, Ms. Cox held 6,329 shares of Class A common stock issuable upon the vesting of restricted stock units, which will vest the day prior to the annual meeting subject to her continued service as a non-employee director through the vesting date. (2) Ms. Moser was reappointed to our board of directors on January 18, 2024 and did not serve as a director during 2023. (3) The amount reported in the “Fees Earned or Paid in Cash” column represents (a) an annual $50,000 retainer for board service, (b) an annual $7,500 retainer for audit committee service and (c) an annual $5,000 retainer for compensation committee service. The amount reported in the “Stock Awards” column represents the aggregate grant date fair value of stock awards granted in 2023. The amount has been computed in accordance with ASC Topic 718. As of December 31, 2023, Ms. Ruxandra held 6,329 shares of Class A common stock issuable upon the vesting of restricted stock units, which will vest the day prior to the annual meeting subject to her continued service as a non-employee director through the vesting date. (4) The amount reported in the “Fees Earned or Paid in Cash” column represents (a) an annual $50,000 retainer for board service, (b) an annual $15,000 retainer for audit committee (chairperson) service and (c) an annual $5,000 retainer for compensation committee service. The amount reported in the “Stock Awards” column represents the aggregate grant date fair value of stock awards granted in 2023. The amount has been computed in accordance with ASC Topic 718. As of December 31, 2023, Mr. Stolzman held 6,329 shares of Class A common stock issuable upon the vesting of restricted stock units, which will vest the day prior to the annual meeting subject to his continued service as a non-employee director through the vesting date. Mr. Stolzman is not standing for reelection at the annual meeting. We reimburse directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings.

  10. Outside Director Compensation Policy

    Outside Director Compensation Policy Our board of directors adopted an outside director compensation policy for all of our non-employee directors. This outside director compensation policy was developed in connection with our initial public offering in 2019, with input from Compensia, Inc., an independent compensation consultant, regarding practices and compensation level at comparable companies. It is designed to attract, retain and reward non-employee directors.

  11. Compensation Philosophy

    Compensation Philosophy Our general compensation philosophy is to provide programs to attract, retain and motivate key employees who are critical to our long-term success and to tie a significant portion of their compensation to delivering business results. Our executive compensation program is designed with a mix of short-term and long-term components, and cash and equity elements in proportions that we believe provide appropriate incentives to retain and motivate our senior executives and management team and help to achieve success in our business. Our executive compensation program consists of three basic components: • a base salary that we believe is market competitive; • an annual, short-term incentive opportunity that we believe is designed to incentivize and reward achievement for our key annual goals; in 2023, this short-term incentive opportunity was payable 100% in performance-based restricted stock units, or PSUs; and • periodic grants of stock options subject to performance or long-term time-based vesting requirements, in order to promote retention and align the executive’s interest to those of our stockholders. We endeavor to maintain compensation policies and practices that are consistent with sound governance standards. We believe it is important to provide competitive compensation packages and a high-quality work environment in order to hire, retain and motivate critical personnel, and we seek to ensure that our executive compensation program is consistent with our short-term and long-term goals given the nature of the market in which we compete for key personnel. The following policies and practices were in effect in 2023: At-Risk Pay – A significant portion of the compensation for our executive officers is “at-risk” based on our stock price performance. No Special Benefits – The members of our executive team are eligible to participate in broad-based company sponsored welfare benefits programs on the same basis as our other full-time, salaried employees. • No Pension or Supplemental Retirement Plans – The members of our executive team are eligible to participate in our 401(k) plan, but we do not sponsor or otherwise maintain any pension or supplemental retirement plans. • No “Golden Parachute” Tax Reimbursements – We do not provide any tax reimbursement payments (including “gross ups”) on any tax liability that our executive officers might owe as a result of Section 280G or Section 4999 of the Internal Revenue Code of 1986, as amended, or the Code. • No Hedging or Pledging – Our insider trading policy prohibits our employees, including our executive officers from hedging any company securities and from certain types of pledging of company securities.

  12. Compensation Consultant

    Compensation Consultant Under its charter, the compensation committee has the authority to retain the services of one or more executive compensation advisors, including compensation consultants and legal, accounting and other advisors, as it determines in its sole discretion to assist in the creation of our compensation plans and arrangements and related policies and practices. The compensation committee makes all determinations regarding the engagement, fees and services of these external advisors, and any such external advisor reports directly to the compensation committee. The compensation committee periodically uses an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2023, the compensation committee did not engage an external compensation consultant.

  13. Competitive Market Position

    Competitive Market Position As part of its deliberations, the compensation committee considers competitive market data and related analysis on executive compensation levels and practices. During the fourth quarter of 2020, the compensation committee reviewed comparative executive compensation data provided by the independent compensation consultant and identified our compensation peer group based generally on the selection criteria described below: • publicly traded companies headquartered in the United States and traded on a major U.S. stock exchange; • Internet and direct marketing retail and apparel retail; • companies with similar revenues, within a range of approximately 0.5x to approximately 3.8x our then-current trailing four quarter revenue of approximately $587 million (approximately $292 million to approximately $2.23 billion); • companies with similar market capitalization, within a range of approximately 0.25x to 12.2x our then-current market capitalization of approximately $1.65 billion (approximately $482 million to approximately $20.2 billion); and • certain other factors, such as total stockholder return, sales growth, EBITDA growth and/or market capitalization to revenue multiple. The companies comprising our compensation peer group were as follows: • 2U • Buckle • CarGurus • Canada Goose Holdings • Duluth Holdings • e.l.f. Beauty • Etsy • Five Below • Floor & Décor Holdings • J. Jill Group • Lands’ End • National Vision Holdings • Oxford Industries • Quotient Technology • Stitch Fix • Shutterstock Yelp We believe that peer group and other market comparisons are useful guidelines to measure the competitiveness of our compensation practices. The compensation committee has not adopted any formal benchmarking guidelines, but it generally uses market data as a reference point during the course of its deliberations. The compensation committee maintains discretion to set levels of executive compensation above or below peer levels based upon distinguishing factors such as our internal pay equity and compensation budget, individual performance and contribution to our company, an executive’s level of experience and responsibilities, and comparability of roles within other peer companies.

  14. Annual Bonuses

    Annual Bonuses In 2023, Messrs. Karanikolas and Mente received bonus opportunities based on the achievement of an Adjusted EBITDA goal as described below; they did not participate in the “2023 Bonus Plan” as described below. Mr. Timmermans participated in our 2023 Bonus Plan, which was designed to motivate him and certain other key employees to drive “top line” growth (using a Net Sales Growth goal) as well as “bottom line” profitability (using an Adjusted EBITDA Growth goal), weighted equally. Target Annual Bonus Opportunities In 2023, the compensation committee reviewed the target annual bonus opportunities of our named executive officers, taking into consideration the recommendations of our co-chief executive officers with respect to Mr. Timmermans’s annual bonus opportunity and the other factors described above. Following this review, the compensation committee approved the 2023 target annual bonus opportunities in the amounts set forth in the table below. As part of its approval of the 2023 target annual bonus opportunities, the compensation committee believed it would be appropriate to provide 100% of each named executive officer’s 2023 annual bonus opportunity in the form of PSUs in an effort to incentivize such officers to drive long-term growth and thus be rewarded through long-term stock price appreciation. In March 2023, the compensation committee approved the grant of the PSUs. The total 2023 target annual bonus opportunity is set forth in the following table:

  15. Annual Bonuses

    | Name | Total 2023 Target Annual Bonus Opportunity ($) | 2023 Target Annual Equity Bonus Opportunity (PSUs at Target) (#)(1) | | Mike Karanikolas | 500,000 | 18,642 | | Michael Mente | 500,000 | 18,642 | | Jesse Timmermans | 200,000 | 7,457 |

  16. Annual Bonuses

    (1) The number of PSUs at target was determined by dividing the named executive officer’s total 2023 target annual bonus opportunity by the closing price of our Class A common stock on March 1, 2023, the date the PSUs were granted. Each of Messrs. Karanikolas and Mente was eligible to earn 100% of his target annual bonus opportunity if we achieved Adjusted EBITDA of at least $55 million in the third and fourth quarters of 2023 and Adjusted EBITDA of at least $98 million in 2023. Mr. Timmermans was eligible to earn from 0% up to 200% of his target annual bonus opportunity depending on our actual performance against the Net Sales Growth and Adjusted EBITDA Growth targets in 2023 as further described below. 2023 Bonus Performance Measures In March 2023, the compensation committee, with input from management, approved Adjusted EBITDA as the performance measure applicable to Messrs. Karanikolas’s and Mente’s bonus opportunities, and Net Sales Growth and Adjusted EBITDA Growth as the performance measures under the 2023 Bonus Plan. The compensation committee selected these performance measures because they believed that they were appropriate drivers of profitable growth, which enhance stockholder value over the short- and long-term. The 2023 Bonus Plan was to fund based on the extent of our achievement against the target level of each of the financial metrics as set forth below:

  17. Annual Bonuses

    | 2023 Bonus Plan Performance Measure | Target Level (%) | Weighting (%) | | Net Sales Growth | 14.25 | 50 | | Adjusted EBITDA Growth | 10.25 | 50 |

  18. Annual Bonuses

    The Net Sales Growth goal funded with respect to that performance measure as follows:

  19. Annual Bonuses

    | Percentage Achievement of 2023 Net Sales Growth Goal* | Payment Percentage of Net Sales Growth Goal* (%) | | 6.75% or below | 0 | | 14.25% | 100 | | 21.75% or more | 200 |

  20. Annual Bonuses

    The Adjusted EBITDA Growth goal funded with respect to that performance measure as follows:

  21. Annual Bonuses

    | Percentage Achievement of 2023 Adjusted EBITDA Growth Goal* | Payment Percentage of Adjusted EBITDA Growth Goal* (%) | | 0.25% or below | 0 | | 10.25% | 100 | | 20.25% or more | 200 |

  22. Annual Bonuses

    * If Net Sales Growth and Adjusted EBITDA Growth achievement during 2023 is between the percentage levels identified above, then the payment percentage with respect to the applicable performance metric is calculated based on a linear interpolation between those levels (rounded to one decimal). For purposes of the 2023 bonus opportunities of our named executive officers, the related financial performance measures had the following meanings:

  23. Annual Bonuses

    | Performance Measure | Meaning | | Net Sales | The company’s annual net sales as determined in accordance with GAAP. | | Net Sales Growth | ((The Net Sales for the company’s 2023 fiscal year less the Net Sales for the company’s 2022 fiscal year) / the Net Sales for the company’s 2022 fiscal year) * 100%. | | Adjusted EBITDA | A non-GAAP measure calculated as the company’s annual net income before other expense, net; (benefit) provision for income taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense and certain non-routine items. | | Adjusted EBITDA Growth | ((The Adjusted EBITDA for the company’s 2023 fiscal year less the Adjusted EBITDA for the company’s 2022 fiscal year) / the Adjusted EBITDA for the company’s 2022 fiscal year) * 100%. |

  24. Annual Bonuses

    2023 Bonus Decisions In February 2024, the compensation committee reviewed our overall performance for 2023, including our performance against the performance measures established under the 2023 bonus opportunities of our named executive officers, and determined that we did not achieve the Adjusted EBITDA target for Messrs. Karanikolas’s and Mente’s bonus opportunities and that there was no funding of the 2023 Bonus Plan based on the following levels of achievement:

  25. Annual Bonuses

    | Performance Measure | Target Performance Level (%) | Actual Performance Level (%) | Weighted Payment Percentage (%) | | Net Sales Growth | 14.25 | (3) | 0 | | Adjusted EBITDA Growth | 10.25 | (52) | 0 |

  26. Annual Bonuses

    Accordingly, our named executive officers did not earn any of their PSUs for 2023.

  27. Equity Compensation

    Equity Compensation We view equity compensation as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price and, therefore, these awards are an incentive for our named executive officers to create sustainable, long-term value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. Equity compensation for our named executive officers is granted primarily in the form of stock options to purchase shares of our Class A common stock, which typically vest in equal annual installments over five years. The grant size is determined by the compensation committee after considering the factors described above, including competitive market data, the individual executive’s past and expected future contributions to us, and the value of any outstanding vested and unvested equity awards held by each of our executive officers, including the equity awards and other long-term incentive compensation opportunities granted to each executive officer in prior years. The exercise price of stock options is equal to the fair market value of our Class A common stock on the grant date. The compensation committee approves the final grants. In September 2023, our compensation committee, after considering the factors described above, approved the grant of the following stock options to Mr. Timmermans: (1) a time-based option with an option value of $400,000 and (2) a performance-based option with an option value of $800,000. The number of shares subject to each option was determined in a manner that results in such option having a grant date fair value (calculated in accordance with the Black-Scholes option valuation methodology) approximately equal to the option value indicated in the preceding sentence. The time-based option vests over five years, with 20% vesting on each of the first five anniversaries of the grant date, subject to Mr. Timmermans’ continued service with us. The performance-based option vests upon achievement of the Adjusted EBITDA targets (which are $100 million, $125 million, $150 million, and $175 million) in any four consecutive fiscal quarters after the grant date, with 25% of the option vesting upon achievement of each target, in each case subject to Mr. Timmermans’ continued service with us through the date the achievement of the goal is certified. For purposes of the performance-based option, Adjusted EBITDA has the same meaning as under our 2023 Bonus Plan. Our compensation committee decided that Mr. Timmermans’ option grants should include the performance‑based option (rather than being entirely time-based options) in order to further enhance the link between his and our stockholders’ interests to more strongly promote long‑term stockholder value creation, since Mr. Timmermans can vest in (and benefit from) the performance‑based option only if our Adjusted EBITDA significantly increases and is sustained at a level sufficient to achieve the performance targets. As discussed above, our co-chief executive officers have received their annual bonus opportunities in the form of PSUs, but they have not received any other equity compensation from us.

  28. Employment Arrangements; Post-Employment Compensation

    Employment Arrangements; Post-Employment Compensation We entered into employment agreements with Messrs. Karanikolas, Mente and Timmermans that do not have a specific term and provide for at-will employment. For a summary of the material terms and conditions of these employment arrangements, see the section titled “—Executive Employment Arrangements.” Each of these employment agreements provides for change in control and severance payments and benefits upon certain qualifying termination events. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave our company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for our company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive and our investors. All payments and benefits in the event of a change in control of the company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change in control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction. We do not use excise tax payments (or “gross-ups”) relating to a change in control of the company and have no such obligations in place with respect to any of our named executive officers. For information regarding the change in control and severance agreements for the named executive officers, as well as an estimate of the potential payments and benefits payable under these agreements as of the end of 2023, see the sections titled “—Executive Employment Arrangements” and “—Potential Payments Upon Termination or Change in Control” below.

  29. Tax Considerations

    Tax Considerations We have not provided any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for the chief executive officer and certain of our current and former highly compensated executive officers. While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the board of directors and compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions.

  30. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation earned by or paid to our named executive officers with respect to the years ended December 31, 2023, 2022 and 2021:

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | | Mike Karanikolas Co-Chief Executive Officer | 2023 | 451,236 | 499,978 | — | — | 29,402 | 980,616 | | | 2022 | 451,236 | 499,959 | — | — | 32,883 | 984,078 | | | 2021 | 451,236 | — | — | — | 21,358 | 472,594 | | Michael Mente Co-Chief Executive Officer | 2023 | 451,236 | 499,978 | — | — | 9,393 | 960,607 | | | 2022 | 451,236 | 499,959 | — | — | 9,769 | 960,964 | | | 2021 | 451,236 | — | — | — | 4,120 | 455,356 | | Jesse Timmermans Chief Financial Officer | 2023 | 487,335 | 199,997 | 1,199,997 | — | 29,402 | 1,916,731 | | | 2022 | 561,313 | 199,992 | 2,000,159 | — | 30,525 | 2,791,989 | | | 2021 | 440,879 | 199,998 | 499,963 | 200,000 | 21,358 | 1,362,198 |

  32. Summary Compensation Table

    (1) For Mr. Timmermans, the amount for 2022 represents salary and a cash payout of accrued and unused paid time off in the amount of $79,615. (2) The amounts represent the aggregate grant date fair value of PSUs awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value restricted stock unit awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. In Mr. Timmermans’ case, the amount listed in the table is less than the value of the award at the grant date assuming that the highest level of performance conditions are achieved, and such maximum value is $399,994. (3) The amounts represent the aggregate grant date fair value of stock options awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value options awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. (4) The amounts represent bonuses earned and payable upon the achievement of corporate objectives, which were paid in the following year. (5) The amounts represent the excess healthcare premium costs paid by us as compared to the healthcare premium costs we paid for the majority of our employee base for similar coverage.

  33. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table presents information regarding grants of plan-based awards during 2023 to our named executive officers:

  34. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2), (3) | | Name | Grant Date | Compensation Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Mike Karanikolas | 3/1/2023 | 3/1/2023 | — | — | — | — | 18,642 | — | — | — | 499,978 | | Michael Mente | 3/1/2023 | 3/1/2023 | — | — | — | — | 18,642 | — | — | — | 499,978 | | Jesse Timmermans | 3/1/2023 | 3/1/2023 | — | — | — | — | 7,457 | 14,914 | — | — | 199,997 | | | 9/15/2023 | 9/15/2023 | — | — | — | — | — | — | 58,910 | 13.05 | 399,999 | | | 9/15/2023 | 9/15/2023 | — | — | — | — | 117,820 | — | — | 13.05 | 799,998 |

  35. Grants of Plan-Based Awards in Fiscal Year 2023

    (1) The amounts represent PSUs granted to our named executive officers in 2023. See the section titled “—Elements of Executive Pay and 2023 Compensation—Annual Bonuses.” (2) For PSUs, the amounts represent the aggregate grant date fair value of PSUs awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value restricted stock unit awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. (3) For stock options, the amounts represent the aggregate grant date fair value of stock options awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value options awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024.

  36. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023:

  37. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Mike Karanikolas | — | — | — | — | — | — | | Michael Mente | — | — | — | — | — | — | | Jesse Timmermans | 3/10/2017(1) | 3,706 | — | — | 7.67 | 3/10/2027 | | | 3/10/2017(1) | 47,637 | — | — | 8.54 | 3/10/2027 | | | 4/13/2020(2) | 19,000 | 19,000 | — | 10.32 | 4/13/2030 | | | 3/8/2021(2) | 10,350 | 15,528 | — | 46.86 | 3/8/2031 | | | 3/1/2022(2) | 17,522 | 70,089 | — | 45.65 | 3/1/2032 | | | 9/15/2023(2) | — | 58,910 | — | 13.05 | 9/15/2033 | | | 9/15/2023(3) | — | — | 117,820 | 13.05 | 9/15/2033 |

  38. Outstanding Equity Awards at December 31, 2023

    (1) This option is fully vested. (2) This option vests over five years, with 20% vesting on each of the first five anniversaries of the vesting commencement date of the option, and will also vest upon certain qualifying terminations as described in the section titled “—Executive Employment Arrangements.” (3) This option vests upon achievement of certain Adjusted EBITDA targets as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Pay and 2023 Compensation—Equity Compensation.”

  39. Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2023

    Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2023 The following table sets forth the number of shares of Class A common stock acquired during 2023 by our named executive officers upon the vesting of PSUs, and the value realized upon such vesting calculated by multiplying the number of shares shown in the table by the closing price of our Class A common stock on the date the PSUs vested.

  40. Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2023

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mike Karanikolas | — | — | | Michael Mente | — | — | | Jesse Timmermans | 613 | 16,441 |

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in the section titled “—Executive Employment Arrangements,” our named executive officers are entitled to receive severance and change in control payments and benefits upon certain qualifying events. The tables below set forth the potential payments that would have been provided to each of our named executive officers under each of the circumstances specified below if he had terminated employment with us effective December 31, 2023. In the case of a termination of employment unrelated to a change in control, the estimated benefit amount of unvested PSUs was calculated by multiplying (1) the number of PSUs that would have been earned based on the actual level of achievement of the performance targets by (2) the closing price of our Class A common stock on December 29, 2023, which was $16.58. In the case of a termination of employment in connection with a change in control, the estimated benefit amount of unvested PSUs was calculated by multiplying (1) the number of PSUs that would have been earned assuming the achievement of 100% of the performance targets by (2) the closing price of our Class A common stock on December 29, 2023, which was $16.58. The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested stock options subject to acceleration by the difference between the exercise price of the option and the closing price of our Class A common stock on December 29, 2023, which was $16.58.

  42. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between executive compensation actually paid and the company’s financial performance. The following table sets forth information on compensation actually paid to our principal executive officer, or PEO, and (on average) to our other named executive officers during the specified years alongside total shareholder return, or TSR, and net income metrics, as well as a company-selected measure of Adjusted EBITDA.

  43. Pay Versus Performance

    | | | | | | Value of initial fixed $100 Investment based on: | | | | | Year | Summary compensation table total for PEO ($)(1) | Compensation actually paid to PEO ($)(1),(2) | Average summary compensation table total for non-PEO named executive officers ($)(1) | Average compensation actually paid to non-PEO named executive officers ($)(1),(3),(4) | Total shareholder return ($) | Peer group total shareholder return ($)(5) | Net Income (in thousands $) | Adjusted EBITDA (in thousands $) (6) | | 2023 | 980,616 | 480,638 | 1,438,669 | 1,167,466 | 90.31 | 168.04 | 28,147 | 43,409 | | 2022 | 984,078 | 484,119 | 1,876,477 | (27,984) | 121.24 | 138.26 | 58,697 | 90,234 | | 2021 | 472,594 | 472,594 | 1,099,296 | 3,235,275 | 305.23 | 202.49 | 99,840 | 114,585 | | 2020 | 473,079 | 473,079 | 704,474 | 1,946,194 | 169.77 | 141.63 | 56,790 | 69,257 |

  44. Pay Versus Performance

    (1) Named executive officers in the above compensation columns reflect the following:

  45. Pay Versus Performance

    | Year | PEO | Non-PEO #1 | Non-PEO #2 | Non-PEO #3 | | 2023 | Mike Karanikolas | Michael Mente | Jesse Timmermans | | | 2022 | Mike Karanikolas | Michael Mente | Jesse Timmermans | | | 2021 | Mike Karanikolas | Michael Mente | Jesse Timmermans | David Pujades | | 2020 | Mike Karanikolas | Michael Mente | Jesse Timmermans | David Pujades |

  46. Pay Versus Performance

    (2) Compensation actually paid reflects the following adjustments to the summary compensation table total for the PEO:

  47. Pay Versus Performance

    | Year | Summary compensation table total for PEO ($) | Minus grant date fair value of equity awards in summary compensation table ($) | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE ($) | Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Plus Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Equals Compensation Actually Paid ($) | | 2023 | 980,616 | (499,978) | — | — | — | — | — | — | 480,638 | | 2022 | 984,078 | (499,959) | — | — | — | — | — | — | 484,119 | | 2021 | 472,594 | — | — | — | — | — | — | — | 472,594 | | 2020 | 473,079 | — | — | — | — | — | — | — | 473,079 |

  48. Pay Versus Performance

    (3) Compensation actually paid reflects the following adjustments to the average summary compensation table for the non-PEO named executive officers:

  49. Pay Versus Performance

    | Year | Summary compensation table total for PEO ($) | Minus grant date fair value of equity awards in summary compensation table ($) | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at FYE ($) | Adjust for Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Plus Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Equals Compensation Actually Paid ($) | | 2023 | 1,438,669 | (949,986) | 835,049 | (201,304) | — | 45,038 | — | — | 1,167,466 | | 2022 | 1,876,477 | (1,350,055) | 400,634 | (663,574) | — | (291,465) | — | — | (27,984) | | 2021 | 1,099,296 | (442,957) | 654,941 | 1,115,528 | — | 808,467 | — | — | 3,235,275 | | 2020 | 704,474 | (146,040) | 778,441 | 657,778 | — | (48,459) | — | — | 1,946,194 |

  50. Pay Versus Performance

    (4) Stock options were valued using a Black-Scholes value as of the applicable year-end or vesting date, determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the remaining life of the award in the case of underwater stock options and, in the case of in-the-money stock options, an expected life equal to the original ratio of the expected life relative to the ten-year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life and based on an expected dividend rate of 0%. For 2023, the expected volatility ranged from 46% to 49% and risk free rates ranged from 3.5% to 4.2%. For 2022, the expected volatility ranged from 45% to 49% and risk free rates ranged from 1.9% to 4.2%. For 2021, the expected volatility ranged from 39% to 50% and risk free rates ranged from 0.2% to 1.5%. For 2020, the expected volatility was 40% and risk free rates ranged from 0.2% to 1.5%. (5) The peer group total shareholder return listed in this table is the total shareholder return of the S&P Retail Select Industry Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. (6) Adjusted EBITDA is a non-GAAP measure calculated as the company’s annual net income before other expense, net; (benefit) provision for income taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense and certain non-routine items. The following list sets forth the most important measures used by us to link compensation actually paid to our named executive officers for 2023 to company performance:

  51. Pay Versus Performance

    | 2023 Most Important Measures (Unranked) | | ● Adjusted EBITDA; | | ● Adjusted EBITDA Growth; and | | ● Net Sales Growth. |

  52. Pay Versus Performance

    The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between our total shareholder return and that of the S&P Retail Select Industry Index. y Paid Versus Net Income Compensation Actually Paid Versus Adjusted EBITDA

  53. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K under the Securities Act, we are providing the following information regarding the relationship of the annual total compensation of our median employee to the annual total compensation of Mr. Karanikolas, our co-chief executive officer and PEO. For our last completed fiscal year, which ended December 31, 2023: • our median employee’s annual total compensation (excluding Mr. Karanikolas) was $37,581; • Mr. Karanikolas’s annual total compensation, as reported in the Summary Compensation Table, was $980,616; and • based on this information, the annual total compensation of Mr. Karanikolas was approximately 26 times that of our median employee. Pay Ratio Methodology As permitted by Item 402(u) of Regulation S-K under the Securities Act, for the pay ratio disclosure above, we used the same median employee that we had identified for purposes of the pay ratio disclosure in the proxy statement for our annual meeting held in 2023. During 2023, there were no material changes in our employee population or our employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. In determining our median employee for 2022, SEC rules allowed us to select a methodology for identifying our median employee in a manner that was most appropriate based on our size, organizational structure and compensation plans, policies and procedures. We selected December 31, 2022 as the date on which to determine our median employee, which was a date within the last three months of our then-previous completed fiscal year. As of December 31, 2022, we had 1,384 employees, with 1,376 employees based in the United States and eight employees based in the United Kingdom. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for 5% or less of the company’s total number of employees. We applied this de minimis exemption when identifying the median employee. After taking into account the de minimis exemption, 1,376 employees based in the United States were considered for identifying the median employee. For purposes of identifying our median employee, we considered total compensation, which consisted of base pay, bonuses, commissions and equity-based compensation. Base pay, bonuses and commissions were determined based on amounts reported as W-2 income for 2022. Equity-based compensation was determined based on grant date fair value of equity awards granted during 2022. In addition, we measured compensation for purposes of determining the median employee using the fiscal year ended December 31, 2022 and annualized total compensation for full-time and part-time employees who were employed on December 31, 2022, but did not work for us for all of 2022. We did not annualize any compensation for any seasonal or temporary employee. We combined all of the elements of the median employee’s compensation, resulting in annual total compensation of $37,581 for 2023.