DEF 14A of Warby Parker Inc.
Filed Apr 28, 2026 · FY20250001104659-26-050432
CONTENTS
| | Page | | DIRECTOR COMPENSATION | 45 | | EQUITY INCENTIVE ARRANGEMENTS | 47 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 | | DELINQUENT SECTION 16(A) REPORTS | 50 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 51 | | STOCKHOLDERS’ PROPOSALS | 52 | | OTHER MATTERS | 53 | | SOLICITATION OF PROXIES | 53 | | WARBY PARKER’S ANNUAL REPORT ON FORM 10-K | 54 | | APPENDIX A | A-1 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the Annual Meeting, three Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, or removal. We currently have nine Directors on our Board. Our Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation, or removal, whichever is earliest to occur. The current class structure is as follows: ● Class I, whose term will expire at the 2028 Annual Meeting of Stockholders; ● Class II, whose term expires at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and ● Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Joel Cutler, Jeffrey Raider, and Bradley Singer; the current Class II Directors are Dave Gilboa, Youngme Moon, and Ronald Williams; and the current Class III Directors are Neil Blumenthal, Teresa Briggs, and Andrew Hunt. As indicated in our Twelfth Amended and Restated Certificate of Incorporation, our Board of Directors consists of such number of directors as determined from time to time by resolution adopted by the Board of Directors. Any additional directorships resulting from an increase in the number of directors may be filled only by a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election of the Class II directors named below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The Board of Directors unanimously recommends a vote FOR the election of the below Class II Director nominees. The nominees for election to the Board of Directors as Class II Directors, all of whom are current directors, are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING) The current members of the Board of Directors who are Class II Directors are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Warby Parker | | Dave Gilboa | 45 | 2009 | Co-Chair of the Board, Co-Founder and Co-Chief Executive Officer | | Youngme Moon | 62 | 2018 | Director | | Ronald Williams | 76 | 2021 | Lead Director |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE ANNUAL MEETING)
The principal occupations and business experience of each Class II Director nominee are as follows:
DAVE GILBOA
DAVE GILBOA Mr. Gilboa has served as our Co-Founder and Co-Chief Executive Officer since 2010, as a member of our Board of Directors since May 2009, and as the Co-Chair of our Board of Directors since June 2021. In addition, Mr. Gilboa currently serves on the board of directors of the nonprofit organization the Warby Parker Impact Foundation. Mr. Gilboa also serves as a General Partner of Good Friends, LLC, a venture capital firm. Mr. Gilboa holds a Bachelor of Science degree in Bioengineering from University of California, Berkeley and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. Mr. Gilboa is a member of the Aspen Institute’s 2016 Henry Crown Fellowship class and the Aspen Global Leadership Network. We believe that Mr. Gilboa’s contributions as a Warby Parker Co-Founder and Co-Chief Executive Officer, as well as his experience and success in both the eyewear and financial services industries, make him well-qualified to serve on our Board of Directors.
YOUNGME MOON
YOUNGME MOON Professor Moon has served as a member of our board of directors since March 2018. Professor Moon currently serves as the Donald K. David Professor of Business at Harvard Business School, where she has taught since June 1998. Professor Moon currently serves as a member of the board of directors of Mastercard, Inc., including on its risk committee (as chair) and the human resources and compensation committee, and on the boards of several private companies, including Whoop, Inc. and Blank Street. Professor Moon previously served on the board of directors of Sweetgreen, Inc. from October 2016 to June 2025, and on the board of directors of Unilever PLC from April 2016 to May 2024. Professor Moon holds a Bachelor of Arts degree from Yale University, as well as a Master’s degree and Ph.D. from Stanford University. We believe that Professor Moon’s depth of knowledge in the intersection of strategy, branding innovation, and culture, as well as her extensive public and private company board experience, makes her well-qualified to serve on our Board of Directors.
RONALD WILLIAMS
RONALD WILLIAMS Mr. Williams has served as a member of our board of directors since August 2021 and has served as our Lead Director since August 2024. Before joining us, Mr. Williams served as the Chairman and CEO of Aetna Inc. from 2006 to 2010. Since 2011, Mr. Williams has served as the Chairman and CEO of RW2 Enterprises, through which he counsels C-Suite corporate executives. Mr. Williams also currently serves as the Executive Chairman and on the board of directors at agilon health, Inc., and as an operating advisor to Clayton, Dubilier & Rice. He has also served on the boards of the Boeing Company, American Express, Johnson & Johnson, and Envision Healthcare, and of private companies apree health (previously Castlight/Vera Whole Health Inc.), Millennium Physician Group, and naviHealth, Inc. Mr. Williams is Chairman of the Conference Board and a member of the President’s Circle of the National Academies and was elected to the American Academy of Arts and Sciences. Mr. Williams also served on President Obama’s President’s Management Advisory Board from 2011 to 2017. Mr. Williams holds a Bachelor of Arts degree from Roosevelt University and a Master of Business Administration degree from the Sloan School of Business at the Massachusetts Institute of Technology. We believe that Mr. Williams’s extensive private and public company board experience, as well as his expertise in leading a global public company, makes him well-qualified to serve on our Board of Directors. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board of Directors who are Class III Directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Warby Parker | | Neil Blumenthal | 45 | 2009 | Co-Chair of the Board, Co-Founder and Co-Chief Executive Officer | | Teresa Briggs | 65 | 2019 | Director | | Andrew Hunt | 44 | 2009 | Co-Founder and Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
The principal occupations and business experience of each Class III Director are as follows:
NEIL BLUMENTHAL
NEIL BLUMENTHAL Mr. Blumenthal has served as our Co-Founder and Co-Chief Executive Officer since 2010, as a member of our Board of Directors since May 2009, and as the Co-Chair of our Board of Directors since June 2021. In addition, Mr. Blumenthal currently serves on the board of directors of Sweetgreen, Inc., a mission-driven food brand, and the nonprofit organizations the Warby Parker Impact Foundation, the Partnership Fund for New York City, Robin Hood and Tech:NYC. Previously, Mr. Blumenthal served on the board of directors of Allbirds, Inc. from August 2018 to April 2025. Mr. Blumenthal also serves as a General Partner of Good Friends, LLC, a venture capital firm. Mr. Blumenthal holds a Bachelor of Arts degree from Tufts University and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. We believe that Mr. Blumenthal’s perspective from serving as a Warby Parker Co-Founder and Co-Chief Executive Officer, as well as his experience and success in the eyewear industry, make him well-qualified to serve on our Board of Directors.
TERESA BRIGGS
TERESA BRIGGS Ms. Briggs has served as a member of our Board of Directors since June 2019. In 2019, Ms. Briggs served as a Distinguished Careers Fellow at Stanford University. Prior to that, she spent 37 years at Deloitte LLP, a financial advisory services firm, where she most recently served as Vice Chair and San Francisco Managing Partner from June 2011 until January 2019. Ms. Briggs currently serves on the boards of directors and audit committees of Snowflake Inc., DocuSign, Inc., and ServiceNow, Inc., each a computer software company. Ms. Briggs holds a Bachelor of Science degree in Accounting from the University of Arizona, Eller College of Management, and is a Certified Public Accountant. We believe that Ms. Briggs’ accounting expertise, as well as her extensive public and private company board and senior management experience, makes her well-qualified to serve on our Board of Directors.
ANDREW HUNT
ANDREW HUNT Mr. Hunt has served as our Co-Founder and a member of our Board of Directors since May 2009. In addition to co-founding Warby Parker, Mr. Hunt also co-founded Elephant, a venture capital firm, and has served as its general partner since May 2015. Mr. Hunt also serves as a member of the boards of directors of several private companies, including Tecovas, Inc., RealSelf, Inc. and DataDome S.A. From 2011 to 2015, Mr. Hunt was a principal and partner at Highland Capital Partners. Mr. Hunt holds a Bachelor of Arts in Economics and History from Brown University and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. We believe that Mr. Hunt’s contributions to Warby Parker as a Co-Founder, his success growing businesses as a venture capitalist, and his experience as a board member make him well-qualified to serve on our Board of Directors.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Warby Parker | | Joel Cutler | 68 | 2012 | Director | | Jeffrey Raider | 45 | 2009 | Co-Founder and Director | | Bradley Singer | 59 | 2024 | Director |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING)
The principal occupations and business experience of each Class I Director are as follows:
2025 Compensation Highlights
2025 Compensation Highlights The Compensation Committee made the following compensation-related decisions for our NEOs for 2025: ● Each of our NEOs received increases in their target annual cash compensation for 2025 to better position their pay in line with competitive market practices: ● Our Co-CEOs received base salary increases equal to 3.6%. 1 Mr. Miller resigned from his employment with the Company, effective October 1, 2025. Adrian Mitchell, our current Chief Financial Officer, joined the Company on February 10, 2026. 2 See Appendix A for definitions and reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. See Appendix A for definitions of Average Revenue per Customer and Active Customers, which are key operational and business metrics. Our former CFO received a base salary increase equal to 3.0%. ● The target bonus opportunities for the Co-CEOs were increased to 100% of base salary. ● The target bonus opportunity for our former CFO remained at 65% of base salary. ● Our 2025 Annual Bonus Program was earned at 73.0% of target based on our actual performance relative to pre-established net revenue and Adjusted EBITDA targets, with payouts to our NEOs made in the form of fully vested restricted stock units (“RSUs”). ● An annual long-term equity award was granted to each of our NEOs. Prior to the direct listing of our Common Stock in 2021, we granted multi-year founders grants to Messrs. Blumenthal and Gilboa, consisting of performance stock units (“PSUs”) and time-based RSUs, and therefore did not grant annual equity awards to the Co-CEOs from 2021 through 2024. Beginning in 2025, the Compensation Committee decided to begin granting annual equity awards to Messrs. Blumenthal and Gilboa and determined that such awards will be delivered in an equal mix of PSUs and RSUs.
Our Compensation Philosophy
Our Compensation Philosophy We believe that our compensation mix motivates and rewards each of our executives and key employees for their individual contributions to the Company, both present and future, and enables us to attract and retain high-caliber leaders. Although annual performance-based bonus opportunities incentivize the achievement of shorter-term goals, our long-term equity awards represent a longer-term compensation structure that promotes retention and continuous commitment to the operating results of the Company. The following principles guide our Compensation Committee and Board of Directors in their decisions regarding our executive compensation program: ● Base salaries should be consistent with those in similar positions at similar companies, including our peer group. ● Annual bonuses for executives should be tied exclusively to Company performance. ● Equity compensation should be used to align the interests of our executives with those of our stockholders. ● Benefits provided to our executives should be generally the same as those provided to our other employees. ● Total direct compensation should attract, motivate, and retain talented executives in a competitive environment. We have adopted the following policies and practices to ensure proper governance of our executive compensation programs and strengthen the alignment of our executive compensation programs and stockholder interests:
Use of Comparative Market Data
Use of Comparative Market Data The Compensation Committee assesses the competitiveness of each element of the executive officers’ total direct compensation with reference to a compensation peer group. This is only one factor that the Compensation Committee considers when it sets pay levels for our executive officers. In developing the compensation peer group for 2025 compensation decisions, the Compensation Committee, in collaboration with Semler Brossy, considered a number of factors, including: ● Industry: Companies with a focus on retail, e-commerce, telehealth, optical, social network platforms and/or consumer products. ● Revenues: Approximately 0.5x to 5x of our revenues over the trailing four quarters. ● Market Capitalization: Approximately 0.5x to 5x our market capitalization. Business Model: Preference for companies with a recent initial public offering or direct listing; sustained, double-digit revenue growth and premium valuation; and/or B-Corporation status (or similar orientation). Talent: Preference for companies with which we compete for talent. When determining 2025 executive compensation, the Compensation Committee reviewed and considered the compensation levels and practices of the below group of companies, with the advice of Semler Brossy. As a result, the Compensation Committee approved the following peer group for 2025 compensation decisions:
Use of Comparative Market Data
| ● Angi Inc. ● Arhaus, Inc. ● Bausch + Lomb Corporation ● Bumble Inc. ● Canada Goose Inc. ● CarGurus Inc. | ● Evolent Health Inc. ● FIGS, Inc. ● Five Below Inc. ● GoodRx Holdings, Inc. ● Him & Hers Health, Inc. ● National Vision Holdings Inc. | ● Olaplex Holdings, Inc. ● Progyny Inc. ● Revolve Group Inc. ● Teladoc Health, Inc. ● YETI Holdings, Inc. |
Use of Comparative Market Data
During 2025, the Compensation Committee reviewed the criteria set forth above in consideration of the peer group for 2026 and determined to maintain the same peer group for purposes of 2026 compensation. While our Compensation Committee does not establish compensation levels based solely on a review of competitive market data, it believes that such data is a useful tool in its deliberations as it recognizes that our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executives and key employees. Our Compensation Committee also considers a number of other factors, including Company performance relative to our stakeholder priorities, each executive’s and key employee’s current and future impact on our strategy and mission, relative nature and scope of responsibility, individual performance, and demonstrated leadership and internal pay equity considerations.
Elements of the Company’s Executive Compensation Program
Elements of the Company’s Executive Compensation Program For the year ended December 31, 2025, the compensation for our NEOs consisted of base salaries, bonuses under our 2025 Annual Bonus Program, which were paid in the form of fully vested RSUs in March 2026, and annual long-term equity awards. In addition, as discussed below, in 2025 the Board approved grants to charitable donor-advised funds (each, a “DAF”) directed by Messrs. Blumenthal and Gilboa to provide an additional incentive in their efforts to lead the Company. These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent which is fundamental to our success. Below is a more detailed summary of the current executive compensation program as it relates to our NEOs.
2025 Annual Bonus Program
2025 Annual Bonus Program We maintain an annual performance-based bonus program in which each NEO participated in fiscal year 2025. However, as a result of his resignation, Mr. Miller ceased being eligible for a bonus for service in 2025. Each of our NEO’s target bonus opportunity is expressed as a percentage of base salary which can be achieved by meeting certain performance objectives at target level. The 2025 annual bonuses for our NEOs were targeted at 100% of base salary for each of our Co-CEOs and at 65% of base salary for our former CFO. The Compensation Committee established these target bonus amounts following its review of similarly-situated executives at our peer group companies and its assessment of our executives’ experience and expected contributions. For fiscal year 2025, our NEOs were eligible to earn annual bonuses based on the achievement of the following financial objectives:
2025 Annual Bonus Program
| Metrics | Weighting | Threshold | Target | Maximum | Actual Result | | Net Revenue | 70% | $867,600,000 | $895,000,000 | $930,800,000 | $871,905,000 | | Adjusted EBITDA(1) | 30% | $82,000,000 | $100,000,000 | $118,000,000 | $95,211,000 | | Payout as a Percentage of Target | — | 50% | 100% | 200% | 73.0% |
2025 Annual Bonus Program
(1) See Appendix A for the definition and a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP. In order to motivate performance, the Compensation Committee set threshold performance levels for each metric. Achievement of target performance corresponded with a 100% payout, achievement of threshold performance corresponded with a 50% payout, and any performance below the threshold level resulted in no payout. Payouts began at the threshold and increased through various points to 100% of the target opportunity for achieving target performance, and through additional points to a maximum of 200% of the target opportunity (subject further to the stakeholder modifier discussed below). In addition, our Compensation Committee evaluates the Company’s performance against metrics relating to key stakeholders, which in 2025 included the customer, determined based on a net promoter score; the team, determined based on employee engagement index; and do-good, determined based on glasses distributed through the Company’s Buy a Pair, Give a Pair program, which, collectively, can move the aggregate calculated bonus achievement up or down by up to 20%. In establishing specific and objective targets around these broader goals, our Compensation Committee set targets that it determined were difficult to achieve and will not be achieved based on average or below average performance. In February 2026, our Compensation Committee reviewed and approved overall achievement of our 2025 financial corporate goals at 73.0% of target based on net revenue achievement of $871.9 million and Adjusted EBITDA achievement of $95.2 million, weighted as described above. In addition, the Compensation Committee determined there would be no adjustment to the aggregate calculation based on the achievement of stakeholder metrics. As a result, the Compensation Committee approved total corporate bonus payout at 73.0% of target. Awards to the NEOs (other than Mr. Miller) under the 2025 Annual Bonus Program were made in fully vested RSUs in March 2026, instead of cash, in order to further align the interests of our NEOs with those of our stockholders and to encourage retention and long-term growth. The number of fully vested RSUs granted to the applicable NEO was determined by dividing the earned incentive compensation amount payable under the 2025 Annual Bonus Program by the closing trading price of our Class A common stock on the grant date, rounded up to the nearest whole RSU. Based on our Compensation Committee’s determination, each of our NEOs (other than Mr. Miller) was paid the following bonus:
2025 Annual Bonus Program
| Named Executive Officer | 2025 Target Bonus as % of Salary | 2025 Target Bonus | 2025 Earned Bonus as % of Target | 2025 Earned Bonus(1) | | Neil Blumenthal | 100% | $575,000 | 73.0% | $419,750 | | Dave Gilboa | 100% | $575,000 | 73.0% | $419,750 |
2025 Annual Bonus Program
2025 Earned Bonus amounts were converted into a number of fully vested RSUs by dividing the earned bonus amount by the closing trading price of our Class A common stock on the grant date, rounded up to the nearest whole RSU. Because we round up to the nearest whole RSU, the grant date fair values computed in accordance with ASC Topic 718 are greater than the dollar value of the earned cash incentive payable.
Long-Term Equity Compensation
Long-Term Equity Compensation Historically, we have granted stock options and RSUs to our employees, including our NEOs, in order to attract and retain them, as well as to align their interests with the interests of our stockholders. In order to provide a long-term incentive, our stock options and RSUs generally vest over four years subject to continued service to the Company. Prior to the direct listing of our Common Stock, we granted multi-year founders grants to Messrs. Blumenthal and Gilboa, consisting of PSUs and time-based RSUs, and therefore did not grant annual equity awards to the Co-CEOs from 2021 through 2024. Beginning in 2025, the Compensation Committee decided to begin granting annual equity awards to Messrs. Blumenthal and Gilboa and determined that such awards will be delivered in an equal mix of PSUs and RSUs. Multi-Year Founders’ Grants In connection with our direct listing, our Compensation Committee and our Board of Directors worked closely with its compensation consultant, Semler Brossy, to design a multi-year equity incentive for Messrs. Blumenthal and Gilboa to encourage their retention for a multi-year period and significantly align their compensation with the long-term interests of our stockholders by requiring, among other things, the achievement of sustained stock price targets. In designing the equity incentive for Messrs. Blumenthal and Gilboa, our Compensation Committee and Board of Directors considered Messrs. Blumenthal’s and Gilboa’s significant stockholdings, strong history of leadership since the founding of the Company, and their vision for the future of the Company. For each of Messrs. Blumenthal and Gilboa, the equity incentive is comprised of 2,198,844 PSUs (the “2021 PSUs”) and 942,362 time-based RSUs (the “2021 RSUs”), which were granted under the Warby Parker Inc. 2019 Founder Stock Plan (the “2019 Plan”). Each RSU and each PSU represents the right to receive one share of our Class B common stock after vesting. The 2021 PSUs will only vest, if at all, in the event the price of our Class A common stock reaches stock price hurdles that are significantly in excess of the fair market value of our Class A common stock as of the date of grant over a period of ten years. Commencing on July 1, 2021, the 2021 RSUs vest in equal monthly installments over a period of five years, which is subject to Messrs. Blumenthal’s and Gilboa’s continued employment with us through the applicable vesting date. The size of the award was determined after consideration of similar equity awards to founders of privately held and publicly traded companies that are serving in executive positions and was intended to replace annual grants that would otherwise be made to Messrs. Blumenthal and Gilboa over the next several years following the direct listing (although the Compensation Committee retained the right to reassess future awards in its discretion). Each award of the 2021 PSUs is divided into eight substantially equal tranches, with each tranche vesting on the date the 90-day trailing volume weighted average trading price of our Class A common stock exceeds the stock price hurdle, as set forth for each award in the table below.
Long-Term Equity Compensation
| Tranche | Number of PSUs Under Each Award | Stock Price Hurdle | | 1 | 274,856 | $47.75 | | 2 | 274,855 | $55.71 | | 3 | 274,856 | $63.67 | | 4 | 274,855 | $71.63 | | 5 | 274,856 | $79.59 | | 6 | 274,855 | $87.55 | | 7 | 274,856 | $95.50 | | 8 | 274,855 | $103.46 |
Long-Term Equity Compensation
Shares underlying vested 2021 RSUs and 2021 PSUs will be issued to Messrs. Blumenthal and Gilboa on a specified quarterly date following the second anniversary of the vesting date, except for an amount necessary to cover any taxes due in connection with the vesting, which will be withheld or sold to cover, or issued to offset, such taxes, at the Company’s discretion. Any RSUs or PSUs subject to the award that have not vested by the 10th anniversary of the grant date will be forfeited. As of December 31, 2025, none of the stock price hurdles applicable to the 2021 PSUs have been achieved, and accordingly, no 2021 PSUs have vested since the date of grant. The number of 2021 RSUs and 2021 PSUs and each stock price hurdle for the 2021 PSUs will be equitably adjusted to reflect any stock splits, stock dividends or other restructurings impacting our Common Stock. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment affected by us without “cause,” by him for “good reason” or due to his death or disability, (i) all unvested 2021 RSUs will accelerate and vest in full and (ii) all unvested 2021 PSUs will remain outstanding and eligible to vest until the earlier of 18 months following the date of termination and the end of the 10-year term of the 2021 PSUs. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment affected by us for cause or due to his voluntary resignation, all unvested 2021 RSUs and 2021 PSUs will be forfeited, and in the case of a termination for cause, any vested 2021 RSUs or 2021 PSUs may be clawed back to the extent required by our Clawback Policy. In addition, in the event of a change in control, achievement of stock price hurdles for purposes of the 2021 PSUs will be measured based on the price per share to be received by stockholders in connection with such change in control, and any tranches for which the stock price hurdle has been met as well as 25% of the then-remaining 2021 PSUs will vest and be settled. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment without cause or resignation for good reason within 18 months following the change in control, all unvested 2021 RSUs will accelerate and vest in full. 2025 Co-CEO Awards Prior to 2025, the Compensation Committee did not grant annual equity awards to Messrs. Blumenthal and Gilboa due to the multi-year founders grants described above. In 2025, the Compensation Committee decided to begin granting annual equity awards to Messrs. Blumenthal and Gilboa. The Compensation Committee designed these equity awards in consultation with Semler Brossy, with the goal of aligning the positioning of the Co-CEOs’ total compensation with competitive market practices. The Compensation Committee determined to deliver the annual equity awards in an equal mix of PSUs and RSUs to balance the objectives of directly tying a meaningful portion of Messrs. Blumenthal’s and Gilboa’s compensation to the achievement of specified performance goals, while providing a retention incentive and ongoing alignment with stockholder value. In determining the size of the awards for 2025, the Compensation Committee and Semler Brossy considered the compensation of similarly situated executives at peer group companies. In March 2025, the Compensation Committee determined to grant each Co-CEO an award having a target value of $6,000,000. This was converted into a number of RSUs and PSUs by dividing the target value by the 30-day volume-weighted average price of our Class A common stock as of the trading day before the grant date, which was $25.47. Accordingly, target value does not correspond to grant date fair value. Please see the “Grants of Plan-Based Awards for Fiscal 2025” table below for the grant date fair value of each award. Applying this methodology, each Co-CEO was granted 117,786 RSUs and 117,786 PSUs (the “2025 PSUs”) under the Warby Parker Inc. 2021 Incentive Award Plan. The 2025 RSUs vest in equal monthly installments over a period of three years, beginning on January 1, 2025, subject to Messrs. Blumenthal’s and Gilboa’s continued employment with us through the applicable vesting date. Vesting of the 2025 PSUs will occur after the end of the performance period, which began on January 1, 2025 and ends on the earlier of a change of control or December 31, 2027, in each case based on the Company’s total shareholder return (“TSR”) relative to the TSR of the companies in the Russell 2000 Growth Index, utilizing a 20-trading day average to determine the starting and ending price for the applicable calculation (“Relative TSR”). The number of shares of Class A common stock to be issued in respect of the 2025 PSUs that become vested ranges from zero shares to a maximum of 2 shares of Class A common stock per 2025 PSU, based on an achievement factor as set forth in the table below. The final settlement of the 2025 PSUs is subject to the Co-CEOs’ continued employment with the Company through the earlier of a change of control or December 31, 2027. If the Relative TSR achieved during the performance period is between two of the levels set forth in the table below, the achievement factor shall be determined using linear interpolation.
Long-Term Equity Compensation
| Relative TSR for the Performance Period | Achievement Factor | | Below 25th percentile | — |
Long-Term Equity Compensation
| Relative TSR for the Performance Period | Achievement Factor | | 25th percentile | 0.5 | | 50th percentile | 1.0 | | 75th percentile and above | 2.0 |
Long-Term Equity Compensation
2025 Annual RSU Grant In March 2025, we granted Mr. Miller an award of 90,303 RSUs that vest in substantially equal monthly installments over four years, subject to Mr. Miller’s continued service to us. In determining the size of Mr. Miller’s award, the Compensation Committee and Semler Brossy considered the compensation of similarly situated executives at peer group companies, as well as the recommendation of our Co-CEOs based on their evaluation of Mr. Miller’s performance, and determined to grant awards with a target value of $2.3 million, which was converted into a number of RSUs by dividing the target value by the 30-day volume-weighted average price of our Class A common stock as of the trading day before the grant date, which was $25.47. Accordingly, target value does not correspond to grant date fair value. Please see the “Grants of Plan-Based Awards for Fiscal 2025” table below for the grant date fair value of each award. Upon his departure from the Company on October 1, 2025, Mr. Miller forfeited all unvested RSUs.
Welfare Benefits and Retirement Plans
Welfare Benefits and Retirement Plans We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other part-time and full-time employees. The Internal Revenue Code of 1986, as amended (the “Code”) allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to 4% of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan and making fully vested matching contributions adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. All of our full-time employees, including our NEOs, are eligible to participate in our welfare plans, including medical, dental, and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and accidental death and dismemberment insurance. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs. We do not maintain any defined benefit pension plans or deferred compensation plans for our NEOs, though we generally defer issuance of shares following the vesting of the multi-year founders’ grants and, for up to three months, RSUs granted to our NEOs as described below in the Non-Qualified Deferred Compensation Table.
Employment Agreements
Employment Agreements Messrs. Blumenthal and Gilboa have not entered into employment agreements or offer letters with us. In 2011, we entered into an offer letter with Mr. Miller. The offer letter sets forth the title, base salary, target bonus opportunity, and initial equity award for Mr. Miller and summarizes the other terms and conditions applicable to Mr. Miller’s employment with the company. Under Mr. Miller’s offer letter, in the event we had terminated Mr. Miller’s employment for other than cause or had Mr. Miller resigned for good reason, then subject to Mr. Miller returning all Company property in his possession and providing a general release in our favor, he would have been entitled to continued payment of his base salary for a period of six months and a lump sum payment in an amount equal to six months’ of the Company’s contribution under our health insurance plans in which Mr. Miller participated on the date of his termination. Mr. Miller resigned from his employment with the Company, effective October 1, 2025. Because Mr. Miller’s departure did not constitute a termination without cause or a resignation for good reason, Mr. Miller was not entitled to, and did not receive, any severance benefits under his offer letter.
Taxation of Parachute Payments and Deferred Compensation
Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to an NEO would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs for the fiscal years 2025, 2024, and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Neil Blumenthal Co-CEO and Director | 2025 | 575,000 | 8,408,680 | — | 16,500 | 9,000,180 | | | 2024 | 555,000 | 907,351 | — | 13,800 | 1,476,151 | | | 2023 | 525,000 | — | 368,944 | 13,200 | 907,144 | | Dave Gilboa Co-CEO and Director | 2025 | 575,000 | 8,408,680 | — | 14,000 | 8,997,680 | | | 2024 | 555,000 | 907,351 | — | 13,800 | 1,476,151 | | | 2023 | 525,000 | — | 368,944 | 13,200 | 907,144 | | Steven Miller(3) Former CFO | 2025 | 388,201 | 2,182,624 | — | 16,500 | 2,587,325 | | | 2024 | 500,000 | 2,713,115 | — | 13,800 | 3,226,915 | | | 2023 | 472,500 | 2,035,935 | 265,640 | 13,200 | 2,787,275 |
2025 Summary Compensation Table
(1) Amounts shown in this column do not reflect dollar amounts actually received by our NEOs and do not reflect the forfeiture of unvested awards upon Mr. Miller’s departure. Instead, in accordance with SEC rules, these amounts for 2025 reflect the aggregate of (i) the grant date fair value, as calculated in accordance with ASC Topic 718, of the RSUs and PSUs granted to each of the NEOs, (ii) the grant date fair value, as calculated in accordance with ASC Topic 718, of the DAF Grants for Messrs. Blumenthal and Gilboa, and (iii) the grant date fair value, as calculated in accordance with ASC Topic 718, of RSUs granted to Messrs. Blumenthal and Gilboa in March 2026 pursuant to our 2025 Annual Bonus Program (see the section titled “2025 Annual Bonus Program” above for further information). The grant date fair value of the RSUs, computed in accordance with ASC Topic 718, is based on the closing market price of our common stock on each applicable grant date. See Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, for the assumptions used in calculating these values. The grant date fair value of the PSUs is calculated based on a Monte-Carlo simulation with the following inputs: performance period starting price: $24.09; grant date stock price: $24.17; stock price volatility: 63.4%; and risk free interest rate: 3.9%. (2) Amounts reported for 2025 include matching contributions of $14,000 made on behalf of each NEO under the Company’s 401(k) plan and, for each of Messrs. Blumenthal and Miller, also include matching contributions of $2,500 under the Executive Donation Matching Program. Mr. Miller resigned from his employment with the Company, effective as of October 1, 2025. As a result, Mr. Miller’s salary in 2025 reflects a partial year of service.
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Date of Board Action to Grant the Award | Grant Date | Estimated Possible Payouts Under Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Options Awards ($)(7) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Neil Blumenthal | — | — | 86,250 | 575,000 | 1,380,000 | — | — | — | — | — | | | 2/19/2025 | 2/19/2025 | — | — | — | — | — | — | 13,416(3) | $342,241 | | | 2/19/2025 | 3/3/2025 | — | — | — | — | — | — | 23,250(4) | $561,953 | | | 2/12/2025 | 3/3/2025 | — | — | — | — | — | — | 117,786(5) | $2,846,888 | | | 2/12/2025 | 3/3/2025 | — | — | — | 58,893 | 117,786 | 235,572 | — | $4,799,780 | | Dave Gilboa | — | — | 86,250 | 575,000 | 1,380,000 | — | — | — | — | — | | | 2/19/2025 | 2/19/2025 | — | — | — | — | — | — | 13,416(3) | $342,241 | | | 2/19/2025 | 3/3/2025 | — | — | — | — | — | — | 23,250(4) | $561,953 | | | 2/12/2025 | 3/3/2025 | — | — | — | — | — | — | 117,786(5) | $2,846,888 | | | 2/12/2025 | 3/3/2025 | — | — | — | 58,893 | 117,786 | 235,572 | — | $4,799,780 | | Steve Miller | — | — | 50,213 | 334,750 | 803,400 | — | — | — | — | — | | | 2/19/2025 | 3/3/2025 | — | — | — | — | — | — | 15,128(4) | $365,644 | | | 10/25/2024 | 3/3/2025 | — | — | — | — | — | — | 90,303(6) | $2,182,624 |
Grants of Plan-Based Awards in Fiscal 2025
(1) Amounts reflect the threshold, target, and maximum payouts under our 2025 Annual Bonus Program, with the threshold assuming achievement of only Adjusted EBITDA at the threshold level and the maximum assuming achievement of both performance goals at maximum with a 20% stakeholder modifier adjustment upwards. Amounts earned by each NEO are to be paid in the form of fully vested RSUs by dividing the earned bonus amount by the closing trading price of our Class A common stock on the grant date, rounded up to the nearest whole RSU. The actual amounts awarded to Messrs. Blumenthal and Gilboa in March 2026 are set forth in “Compensation Discussion and Analysis—Elements of the Company’s Executive Compensation Program—2025 Annual Bonus Program.” (2) These amounts represent the threshold, target and maximum number of PSUs that may become earned pursuant to the 2025 PSUs granted to Messrs. Blumenthal and Gilboa. The number of 2025 PSUs that ultimately become earned is based on our Relative TSR over the three-year performance period that began on January 1, 2025, subject to Messrs. Blumenthal’s and Gilboa’s continued employment through the earlier of a change of control or December 31, 2027. (3) Consists of the DAF Grants, although neither Mr. Blumenthal nor Mr. Gilboa has a pecuniary interest therein. (4) Consists of fully vested RSUs granted in March 2025 under our 2024 Annual Bonus Program. (5) Constitutes an RSU award that vests in substantially equal monthly installments over three years from the grant date, subject to continued service by the named individual. (6) Constitutes an RSU award that vests in substantially equal monthly installments over four years from the grant date, subject to continued service by the named individual. The grant date fair value of the RSUs, computed in accordance with ASC Topic 718, is based on the closing market price of our common stock on each applicable grant date. See Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for the assumptions used in calculating these values. The grant date fair value of the PSUs is calculated based on a Monte-Carlo simulation with the following inputs: performance period starting price: $24.09; grant date stock price: $24.17; stock price volatility: 63.4%; and risk free interest rate: 3.9%.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Neil Blumenthal | 2/22/2017(2) | 2/22/2017 | 710,759 | | 3.83 | 2/21/2027 | | | | | | | 6/15/2021(3) | 7/1/2021 | | | | | | | 2,198,844 | 47,912,811 | | | 6/15/2021(4) | 7/1/2021 | | | | | 109,944 | 2,395,680 | | | | | 3/3/2025(5) | 1/1/2025 | | | | | 81,796 | 1,782,335 | | | | | 3/3/2025(6) | 1/1/2025 | | | | | | | 235,572 | 5,133,114 | | Dave Gilboa | 2/22/2017(2) | 2/22/2017 | 710,759 | | 3.83 | 2/21/2027 | | | | | | | 6/15/2021(3) | 7/1/2021 | | | | | | | 2,198,844 | 47,912,811 | | | 6/15/2021(4) | 7/1/2021 | | | | | 109,944 | 2,395,680 | | | | | 3/3/2025(5) | 1/1/2025 | | | | | 81,796 | 1,782,335 | | | | | 3/3/2025(6) | 1/1/2025 | | | | | | | 235,572 | 5,133,114 | | Steve Miller | 1/28/2021(7) | 1/1/2021 | 87,952 | | 17.90 | 1/27/2031 | | | | |
Outstanding Equity Awards at Fiscal Year-End Table
(1) Amounts are calculated by multiplying the number of units or shares shown in the table by $21.79 per unit or share, the closing trading price per share of our Class A common stock on December 31, 2025. For shares acquired upon exercise of stock options prior to vesting, the applicable repurchase price is subtracted. (2) Option awards held by Messrs. Blumenthal and Gilboa cover shares of our Class B common stock. (3) Represents PSUs for Class B common stock that vest upon the achievement of stock price goals as described above under the heading “Multi-Year Founders’ Grants.” (4) Represents RSUs for Class B common stock that vest in 60 substantially equal monthly installments from the vesting commencement date and the settlement of such awards will occur two years following each tranche’s vest date. (5) Represents RSUs for Class A common stock that vest in 36 substantially equal monthly installments from the vesting commencement date. (6) Represents PSUs for Class A common stock based on the achievement factor of Relative TSR as described above under the heading “2025 Co-CEO Awards”. Based on performance through December 31, 2025, which would have resulted in Relative TSR between target and maximum, we have reported the PSUs in this table at maximum. However, the 2025 PSUs provide that if the achievement factor of Relative TSR during the performance period is between levels, the achievement factor shall be determined using linear interpolation. The actual achievement factor of the 2025 PSUs based on performance through December 31, 2025 would be 1.056 and the actual potential share numbers and payout amounts would be 124,382 shares of Class A common stock and $2,710,284, respectively. Option awards held by Mr. Miller cover shares of our Class A common stock.
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Neil Blumenthal | — | — | 249,156(2) | 5,625,067 | | David Gilboa | — | — | 249,156(2) | 5,625,067 | | Steve Miller | — | — | 109,391 | 2,525,607 |
Option Exercises and Stock Vested in Fiscal 2025
(1) Reflects the product of the number of shares of Common Stock vested multiplied by the closing price of our Class A common stock on the vesting date. (2) Includes (i) 3,272 RSUs that were earned and vested in 2025 but were not released until March 2026 in accordance with the Company’s ordinary release schedule; and (ii) 178,560 RSUs comprising a portion of the multi-year founders’ awards, which were earned and vested in 2025 but will not be released for two years following the applicable vesting date (outside of 9,912 shares sold to cover taxes for each individual); but excludes the DAF Grants because neither Mr. Blumenthal nor Mr. Gilboa has a pecuniary interest therein.
Non-Qualified Deferred Compensation Table
Non-Qualified Deferred Compensation Table The following table provides information concerning (i) certain RSUs that were earned and vested in 2025 but were not released until March 2026, in accordance with the Company’s ordinary release schedule; and (ii) the portion of the Co-CEOs’ multi-year founders’ awards that were earned and vested in 2025 but are subject to deferral until two years following the applicable vesting date under the applicable RSU award agreement. The RSUs that were granted or vested prior to 2025, but which were subject to deferral, were previously reported as compensation in the year granted, based on their fair value as of the grant date, in the Summary Compensation Table and have also been reported in the Option Exercises and Stock Vested Tables in the year vested based on their fair value as of the vesting date. We do not maintain any other deferred compensation arrangements.
Non-Qualified Deferred Compensation Table
| Name | Executive Contributions in Last FY | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals / Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Neil Blumenthal | — | 4,076,551 | (1,024,158) | (3,951,582) | 7,781,645 | | Dave Gilboa | — | 4,076,551 | (1,024,158) | (3,951,582) | 7,781,645 | | Steve Miller | — | — | (8,748) | (205,172) | 0 |
Non-Qualified Deferred Compensation Table
(1) Amount is also captured in the “Value Realized on Vesting” reflected in the 2025 Option Exercises and Stock Vested table above. For each of Messrs. Blumenthal and Gilboa, this represents the value of (i) the Class A common stock underlying the 3,272 RSUs that were earned and vested in 2025 but were not released until March 2026 in accordance with the Company’s ordinary release schedule; and (ii) the Class B common stock underlying the 178,560 RSUs that vested on the first day of each month during 2025 comprising a portion of the multi-year founders’ awards, but will not be released for two years following the applicable vesting date (outside of 9,912 shares sold to cover taxes), resulting in 168,648 shares actually deferred for each individual. (2) Represents the change in value of shares of our Class A or Class B common stock subject to the vested RSUs based on the change in the closing per share price from the later of (1) the vesting date or (2) December 31, 2024, to the earlier of the (a) the applicable release date or (b) December 31, 2025. (3) For each of Messrs. Blumenthal and Gilboa, includes the value of (i) 44,640 shares of our Class B common stock that were released March 2025 in settlement of RSUs that vested in 2023 and 1,444 shares of Class A common stock that were released in March 2025 in settlement of RSUS that vested in 2024, (ii) 44,640 shares of our Class B common stock that were released in June 2025 in settlement of RSUs that vested during 2023, (iii) 44,640 shares of our Class B common stock that were released in September 2025 in settlement of RSUs that vested during 2023, and (iv) 54,552 shares of our Class B common stock that were released in December 2025 in settlement of RSUs that vested during 2023, based on the closing price per share of Class A common stock on the applicable release dates. For Mr. Miller, this includes the value of 8,836 shares of our Class A common stock that were released in March 2025 in settlement of RSUs that vested during 2024, based on the closing price per share of Class A common stock on the release date. (4) Represents the aggregate value of the vested RSUs based on $21.79, the closing per share price of our Class A common stock on December 31, 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our NEOs are eligible for certain payments and benefits in the event of a change in control or their termination of employment under specified circumstances. These payments and benefits are described in further detail below. The following table and the narrative that follows provide information concerning the estimated payments and benefits that could be provided in the termination circumstances described below, assuming that the relevant termination or change in control took place on December 31, 2025. As described above under “Equity Compensation—Multi-Year Founders’ Grants”, the 2021 RSUs and the 2021 PSUs granted to Messrs. Blumenthal and Gilboa provide that in the event of Messrs. Blumenthal’s or Gilboa’s termination of employment affected by us without “cause,” by him for “good reason” or due to his death or disability, all unvested 2021 RSUs will accelerate and vest in full and all unvested 2021 PSUs will remain outstanding and eligible to vest until the earlier of 18 months following the date of termination and the end of the 10-year term of the 2021 PSUs. In addition, in the event of a change in control, (i) achievement of stock price hurdles for purposes of the 2021 PSUs will be measured based on the price per share to be received by stockholders in connection with such change in control, and any tranches for which the stock price hurdle has been met as well as 25% of the then-remaining 2021 PSUs will vest and be settled, and (ii) the performance period of the 2025 PSUs will end on the date of the change in control and will be earned at the achievement factor of Relative TSR based on the price per share to be received by stockholders in connection with such change in control. In the event of Messrs. Blumenthal’s or Gilboa’s termination of employment without cause or resignation for good reason within 18 months following the change in control, all unvested 2021 RSUs and 2021 PSUs will accelerate and vest in full. Messrs. Blumenthal and Gilboa are not entitled to any other severance or accelerated vesting. The following table quantifies the value of the accelerated vesting upon these terminations of employment and upon a change in control, in each case, assuming the triggering event occurred on December 31, 2025, using the $21.79 closing trading price of our Class A common stock on December 31, 2025, the last trading day in 2025. The values are identical for each of Messrs. Blumenthal and Gilboa.
Potential Payments Upon Termination or Change in Control
| Termination Without Cause or for Good Reason / Cause (no Change in Control) or Due to Death or Disability ($) | Change in Control (no Termination) ($) | Termination Without Cause or for Good Reason / Cause in Connection with a Change in Control ($) | | 2,395,680 | 14,688,486 | 17,084,166 |
Potential Payments Upon Termination or Change in Control
As described above under “Employment Agreements”, we entered into an offer letter with Mr. Miller that provided certain severance benefits upon qualifying terminations of employment. Mr. Miller resigned from his employment with the Company, effective October 1, 2025. Because Mr. Miller’s departure did not constitute a termination without cause or a resignation for good reason, Mr. Miller was not entitled to, and did not receive, any severance benefits under his offer letter.
CEO PAY RATIO
CEO PAY RATIO As required under Item 402(u) of Regulation S-K of the Securities Exchange Act of 1934, we are required to disclose the ratio of our 2025 Co-Chief Executive Officers’ annual total compensation to the median annual total compensation of our other employees. Accordingly, we determined that the 2025 annual total compensation of the employee identified as our median paid employee, other than our 2025 Co-Chief Executive Officers, Messrs. Blumenthal and Gilboa, was $48,502. The following table shows the 2025 total annual compensation for each of Messrs. Blumenthal and Gilboa, as reported in the Summary Compensation Table and the ratios of the annual total compensation for our 2025 Co-Chief Executive Officers to the median of the annual total compensation of our other employees.
CEO PAY RATIO
| Co-Chief Executive Officer | Total Compensation for each Co-Chief Executive Officer as reported in the Summary Compensation Table ($) | Total Compensation for Median Paid Employee ($) | Ratio | | Neil Blumenthal | 9,000,180 | 48,502 | 186:1 | | Dave Gilboa | 8,997,680 | 48,502 | 186:1 |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our co-principal executive officers (“Co-PEOs”) and non-PEO NEO and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for Neil Blumenthal(1) ($) | Compensation Actually Paid to Neil Blumenthal(1)(2)(3) ($) | Summary Compensation Table Total for Dave Gilboa(1) ($) | Compensation Actually Paid to Dave Gilboa(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEO(1) ($) | Average Compensation Actually Paid to Non-PEO NEO(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On(4): | | Net Income (in $000s) | Adjusted EBITDA(5) (in $000s) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2025 | 9,000,180 | (5,732,871) | 8,997,680 | (5,735,371) | 2,587,324 | (2,219,394) | 40 | 107 | 1,641 | 95,211 | | 2024 | 1,476,151 | 22,425,766 | 1,476,151 | 22,425,766 | 3,226,915 | 4,660,157 | 44 | 94 | (20,390) | 73,111 | | 2023 | 907,144 | 2,895,154 | 907,144 | 2,895,154 | 2,787,275 | 2,652,151 | 26 | 96 | (63,197) | 52,352 | | 2022 | 699,700 | (98,065,752) | 699,700 | (98,065,752) | 597,200 | (8,681,556) | 25 | 84 | (110,393) | 27,202 | | 2021 | 103,599,384 | 136,895,038 | 103,599,384 | 136,919,117 | 5,885,098 | 18,392,384 | 85 | 111 | (144,271) | 24,861 |
PAY VERSUS PERFORMANCE DISCLOSURE
(1) Messrs. Blumenthal and Gilboa were our Co-PEOs for each of the years presented. Mr. Miller was our only non-PEO NEO for each of the years presented. Mr. Miller resigned from his employment with the Company, effective October 1, 2025. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid for 2025 reflects the exclusions and inclusions of certain amounts for the Co-PEOs and the Non-PEO NEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
PAY VERSUS PERFORMANCE DISCLOSURE
| Name | Value of Equity Awards Disclosed in the Summary Compensation Table ($) | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)(a) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)(a) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)(a)(b) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)(a) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($)(a) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included ($) | Total— Equity Award Adjustments ($) | | Neil Blumenthal | (8,408,680) | 4,787,056 | (12,155,718) | 1,352,158 | (307,867) | — | — | (14,733,051) | | Dave Gilboa | (8,408,680) | 4,787,056 | (12,155,718) | 1,352,158 | (307,867) | — | — | (14,733,051) | | Steve Miller | (2,182,624) | — | — | 747,790 | 2,723 | (3,374,608) | — | (4,806,718) |
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Net Income
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our Co-PEOs, the Compensation Actually Paid to our other NEO, and our Net Income during the five most recently completed fiscal years.
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Adjusted EBITDA
Description of Relationship Between Co-PEOs and Other NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our Co-PEOs, the Compensation Actually Paid to our other NEO, and our Adjusted EBITDA during the five most recently completed fiscal years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Non-Employee Director Compensation Policy Non-employee director compensation is set in accordance with our Director Compensation Program, under which our non-employee directors receive cash compensation as follows: ● Each non-employee director receives an annual cash retainer in the amount of $75,000 per year. ● Any lead non-employee director receives an additional cash retainer in the amount of $15,000 per year. ● The chair of the Audit Committee receives an additional annual cash retainer in the amount of $20,000 per year for such chair’s service on the Audit Committee. ● The chair of the Compensation Committee receives an additional annual cash retainer in the amount of $15,000 per year for such chair’s service on the Compensation Committee. ● The chair of the Nominating and Corporate Governance Committee receives an additional annual cash retainer in the amount of $10,000 per year for such chair’s service on the Nominating and Corporate Governance Committee. Under the Director Compensation Program, each non-employee director who continues to serve as a non-employee director following an annual stockholders meeting will automatically be granted fully vested RSUs covering a number of shares of our Class A common stock calculated by dividing (a) $225,000 by (b) the average closing trading price of our Class A common stock over the 30-day period ending the day prior to the date of such annual meeting. Newly appointed non-employee directors are automatically granted a pro-rated fully vested RSU award based on the anticipated date of our next annual stockholders meeting. Any equity awards held by our non-employee directors that are unvested automatically accelerate in the event of a change in control. Our non-employee directors may elect to convert all or a portion of their annual retainers into awards of RSUs covering a number of shares of Class A common stock calculated by dividing the amount of the annual retainer that would have otherwise been paid to such non-employee director on the applicable grant date by the average closing trading price of a share of Class A common stock over the 30-day period ending the day prior to the grant date. In addition, our non-employee directors may defer the issuance of the shares underlying their RSUs until the earliest of a fixed date properly elected by the non-employee director, his or her termination of service or a change in control, in each case, in compliance with the requirements of Section 409A of the Code. Donation Matching Program Our non-employee directors may participate in our Board of Directors Donation Matching Program. Under this program, we will match contributions to eligible non-profit organizations, up to a maximum of $2,500 per non-employee director per calendar year. The following table sets forth information concerning the compensation received by our non-employee directors for the fiscal year ended December 31, 2025. Messrs. Blumenthal and Gilboa, our co-CEOs, do not receive any additional compensation for their services on our Board of Directors.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Teresa Briggs | 95,000 | 266,604 | 361,604 | | Joel Cutler | — | — | — | | Andrew Hunt | 75,000 | 280,457 | 355,457 | | Youngme Moon | 75,000 | 266,604 | 341,604 | | Jeffrey Raider | 75,000 | 266,604 | 341,604 | | Bradley Singer | 75,000 | 280,457 | 355,457 | | Ronald Williams | 100,000 | 285,089 | 385,089 |
DIRECTOR COMPENSATION
Amounts reflect the cash retainers earned by the directors for their service during 2025 pursuant to our Non-Employee Director Compensation Policy. Each of Messrs. Hunt, Singer, and Williams elected to receive RSUs in lieu of 100% of their cash compensation under our Non-Employee Director Compensation Policy for 2025. Amounts for such directors reflect the cash fees forgone at the election of the directors to receive the following RSU awards, which were granted in June 2025: Mr. Hunt: 4,006 RSUs; Mr. Williams: 5,342 RSUs; and Mr. Singer: 4,006 RSUs. Such amounts were determined by dividing the applicable amount of the cash fees by the average closing trading price of a share of Class A common stock over the 30-day period ending the day prior to the grant date. In addition, Messrs. Williams and Singer elected to defer their RSUs granted in lieu of their cash compensation. Pursuant to Mr. Cutler’s arrangement with General Catalyst and its affiliated entities, Mr. Cutler does not receive compensation for service on our Board of Directors. Amounts reflect the grant-date fair value of 12,020 fully vested RSUs awarded to each of Messrs. Hunt, Raider, Singer, Williams, and Mses. Briggs and Moon in June 2025. For Messrs. Hunt, Singer, and Williams, the amount also includes the excess of the grant-date fair value of RSU awards received over the amount of cash retainer forgone in exchange for such RSUs granted during 2025, as described in footnote (1), computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the non-employee director. See Note 7 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, for the assumptions used in calculating these values. Messrs. Williams and Singer elected to defer their annual RSUs. None of our non-employee directors held stock options or unvested stock awards as of December 31, 2025.