DEF 14A of Grindr Inc., Jun 25, 2024

DEF 14A of Grindr Inc.

Filed Jun 25, 2024 · FY20230001140361-24-031300

Open on EDGAR

  1. Nominees for Director

    Nominees for Director James Fu Bin Lu. Mr. Lu has served as the Chairperson of the board of directors since November 2022. Mr. Lu previously served as Legacy Grindr’s Chairperson from June 2020 to November 2022. Mr. Lu has served as a Director, the Chairman and the Chief Executive Officer of Life Concepts Holdings Limited, an investment company mainly engaged in restaurant operations, from October 2018 to June 2023. Mr. Lu has also served as a Director of Fusion Media Limited, an Internet publishing company, since February 2021, a Director of Global Commerce Technology Limited, a software development company, since February 2022, and a Director of TuSimple Holdings, Inc., an autonomous trucking company, since December 2022. Mr. Lu has also served as a managing partner and co-founder of Joffre Capital, a private equity firm since 2018. Mr. Lu previously served as the Global Head of Amazon Marketing Services (now Amazon Advertising), the advertising branch of Amazon.com, Inc., a technology company that focuses on e-commerce, cloud computing and digital streaming company, from 2011 to 2015, and served as the Vice President of content ecosystems at Baidu, Inc., a technology company specializing in Internet-related services and products and artificial intelligence, from 2015 to 2017. In 2006, Mr. Lu founded Yoolin, a social network, and served as its Chief Executive Officer from 2006 to 2007. Mr. Lu was a founding member and the director of product management at Chegg, Inc., a textbook rental company, from 2007 to 2011. Mr. Lu received master’s degrees in Electrical Engineering and Computer Science, and graduated summa cum laude, from the University of Michigan. We believe Mr. Lu’s business experience, technical knowledge and experience in the social network industry qualify him to serve as our Chairperson and a member of the board of directors. George Arison. Mr. Arison has served as our Chief Executive Officer and director since November 2022, and previously served as the Chief Executive Officer of Legacy Grindr from October 2022 to November 2022. Mr. Arison previously served as Founder and Chief Executive Officer of Shift Technologies, Inc. (Nasdaq: SFT) from December 2013 to September 2022, and he continued to serve as a member on the board of directors until August 2023. In 2018, Mr. Arison co-founded Pulsar AI, an artificial intelligence platform for auto sales, which was acquired by Impel. Prior to co-founding Shift Technologies, he served in various positions at Alphabet Inc. (Nasdaq: GOOG) from 2010 to 2013. From 2007 to 2010, Mr. Arison served as co-founder of Taxi Magic (now known as Curb, acquired by Verifone). From 2005 to 2007 he worked for Boston Consulting Group. Mr. Arison has been an investor in numerous software and Internet companies, including Shipper, Carrot, Fathom and AutoLeap. Prior to his business career, Mr. Arison was a policy analyst and ran a political campaign in Georgia, the country of his birth, about which he wrote Democracy and Autocracy in Eurasia: Georgia in Transition. Mr. Arison received a bachelor’s degree from Middlebury College. We believe that Mr. Arison’s extensive experiences in numerous startups and his corporate expertise as the Chief Executive Officer of Shift Technologies qualify him to serve as our Chief Executive Officer and a member of the board of directors. Daniel Brooks Baer. Mr. Baer has served as a member of the board of directors since November 2022. Mr. Baer is a senior vice president for policy research at the Carnegie Endowment for International Peace. He was Executive Director of the Colorado Department of Higher Education from May 2018 to February 2019. He previously served as the United States Ambassador to the Organization for Security and Co-operation in Europe from September 2013 to January 2017. Prior to that, he served as the Deputy Assistant Secretary of State for the Bureau of Democracy, Human Rights, and Labor from 2009 to 2013. Prior to that, he was an Assistant Professor of Strategy, Economics, Ethics and Public Policy at the McDonough School of Business at Georgetown University from 2008 to 2009. He was also a Faculty Fellow at Harvard University’s Safra Center for Ethics. Prior to that, he was a project leader at Boston Consulting Group, a management consulting firm, from 2004 to 2007. Mr. Baer received a Bachelor of Arts degree in Social Studies and African American Studies from Harvard University. He was also a Marshall Scholar at Oxford University, where he earned a master’s degree and doctoral degree in International Relations. We believe Mr. Baer’s political and educational experiences qualify him to serve as a member of the board of directors. J. Michael Gearon, Jr. Mr. Gearon has served as a member of the board of directors since November 2022. Mr. Gearon is the Chairman and Chief Executive Officer of 28th Street Ventures, LLC, a family office based in Atlanta which he founded in 2007. A pioneer in the cell tower industry, Mr. Gearon has established six successful businesses across six countries over 30 years, spanning four continents. His recent roles include Chairman of Pan Asia Tower, a wireless communications and broadcast infrastructure company, from 2013 to November 2019, and Chairman Advisor of PT Serana Menara Nusantara Tbk, the largest cell tower company in Indonesia from 2007 to 2016. Prior to these roles, he served as Vice Chairman of American Tower Corp. from 2002 to 2007 and was on its board of directors from 1998 to 2003, following the sale of his business, Gearon & Co., to American Tower. Beyond telecommunications, Mr. Gearon has also made significant contributions in the sports industry. He was part owner of the Atlanta Hawks from 2004 through 2023, serving as Governor from 2005 to 2009 and as co-managing partner and board member from 2004 to 2015. He also co-owned the Atlanta Thrashers from 2003 to 2010. His achievements in business were recognized when he was named Ernst & Young Entrepreneur of the Year in 1997. Mr. Gearon received a bachelor’s degree, cum laude, in Inter-Disciplinary Studies from Georgia State University. We believe Mr. Gearon’s extensive experience in the technology industry and his experience as an executive and director qualify him to serve as a member of the board of directors. Gary I. Horowitz. Mr. Horowitz has served as a member of the board of directors since November 2022. Mr. Horowitz has been General Counsel of Integrum Holdings, LP, a private equity firm, since January 2023. He was previously a partner in the corporate department at Simpson Thacher & Bartlett LLP from 1989 through December 2022, and joined the firm in 1982. He was also the President of Miracle House, a nonprofit organization, from 2004 to 2007. Mr. Horowitz received his Bachelor of Science degree in Industrial and Labor Relations from Cornell University. He also received his juris doctor degree from the Columbia Law School, where he was an editor on the Columbia Law Review. We believe Mr. Horowitz’s extensive legal experience qualify him to serve as a member of the board of directors.

  2. Nominees for Director

    Nathan Richardson. Mr. Richardson has served as a member of the board of directors since November 2022. Since June 2021, Mr. Richardson has served as a partner at Joffre Capital, a private equity firm in which James Fu Bin Lu, Chairperson of our board of directors, serves as managing partner and co-founder. Mr. Richardson was an Executive Vice President at Red Ventures from August 2019 until October 2021. Mr. Richardson is the co-Founder of Trading Ticket, Inc., a financial technology company, and served as its Chief Executive Officer from April 2014 to August 2019. He is also the co-Founder of Waywire, a video sharing website, and served as its Chief Executive Officer from April 2012 to August 2013. Prior to that he was the President of Gilt City, Inc., a subsidiary of Gilt Groupe Inc., which is an online shopping and lifestyle website, from 2009 to 2012. Prior to that he was a Senior Vice President and General Manager at Dow Jones Online at Dow Jones & Company, Inc., a publishing firm, from 2005 to 2006. Mr. Richardson worked at Yahoo Inc. from 2000 to 2005, most recently as a General Manager in its finance division. Prior to that, he served as a Global Emerging Markets Management Associate at Citigroup Inc., an investment bank and financial services company, from 1998 to 1999. Mr. Richardson also previously served as a director of Caribe Media, Inc. from 2011 to 2019. Mr. Richardson served as a director of Pyxus (NYSE: PYX) from February 2019 to August 2020. Mr. Richardson received his Bachelor of Science degree in Business from Babson College and holds an M.B.A. from Georgetown University. We believe Mr. Richardson’s extensive experience in the finance and commerce industries and his experience as an executive qualify him to serve as a member of the board of directors. Meghan Stabler. Ms. Stabler has served as a member of the board of directors since November 2022. Ms. Stabler has been the Senior Vice President of BigCommerce Pty Ltd. (Nasdaq: BIGC), a leading software-as-a-service (SaaS) ecommerce platform that empowers merchants of all sizes to build, innovate and grow their business online, since March 2022 and was previously the Vice President of Global Product Marketing, Communications and International Marketing at BigCommerce, Inc. from December 2018 to March 2022. She was a board member of Lamba Legal, a civil rights organization, from March 2021 to December 2021, and she has been a board member of Kaleido Health Solutions, Inc., a mobile Health/Telehealth application development company, since January 2021. She has also been the Super Delegate Appointed Platform Committee member and Party Leader and Elected Official for the Democratic National Committee since January 2020. Ms. Stabler has also been a member of the board of directors for the Democratic Majority for Israel, an advocacy group, since January 2019. She has been a member of the board of directors of Planned Parenthood Federation of America, a nonprofit organization that provides reproductive healthcare, since May 2019. Ms. Stabler was also a member on the board of directors of Athlete Ally, a nonprofit LGBTQ athletic advocacy group, from 2015 to January 2017. Ms. Stabler previously served on the Board of Advisors of Segall Bryant & Hamill, an investment firm, from 2014 to February 2020. Prior to that, she was a Senior Advisor of Product Lifecycle Management and Product Management, Vice President of Product Management and Marketing and Vice President of Strategic Solutions and Product Marketing at CA Technologies, a Broadcom company, from 2010 to November 2018. She was also a member on the board of directors for the Human Rights Campaign, an LGBTQ advocacy group and political lobbying organization, from 2009 to October 2017. She was also an advisory member to President Obama’s National LGBT Policy Committee from 2008 to 2016, and served on the National Business Advisory Council for the Human Rights Campaign from 2008 to April 2020. She was a member of the board of directors of the AIDS Foundation Houston, Inc., a nonprofit organization, from 2007 to 2011. She was also a Vice President of Product Management and Marketing for BMC Software, Inc., an information technology services and consulting company, from 2003 to 2010. We believe Ms. Stabler’s business and marketing expertise, her LGBTQ advocacy experiences and her prior service as a director qualify her to serve as a member of the board of directors. G. Raymond Zage, III. Mr. Zage has served as a member of our board of directors since November 2022. Mr. Zage has served as the Chief Executive Officer of Tiga Investments Pte. Ltd. since November 2017 and was a founder and previously served as a director, Chief Executive Officer and Chairman of Tiga Acquisition Corp. from July 2020 to November 2022. In April 2021, he also joined the board of directors of EDBI Pte Ltd, independent equity investment arm of Singapore’s Economic Development Board. Prior to August 2018, Mr. Zage was managing director and Chief Executive Officer of Farallon Capital Asia Pte Ltd, which invests capital on behalf of Farallon Capital Management LLC, where he was a partner. Mr. Zage joined Farallon Capital Management LLC in March 2000 and in 2002 set up and ran Farallon Capital Asia Pte Ltd (also previously known as Noonday Asset Management Asia Pte Ltd). Prior to joining Farallon, Mr. Zage was a Vice President at Goldman Sachs (Singapore) Pte Ltd in the Investment Banking Division having also worked for Goldman Sachs in New York and Los Angeles. Mr. Zage continues to serve as a part-time senior advisor at Farallon and he is also a member of the board of directors of Whitehaven Coal Limited as well as a member of the Board of Commissioners of PT Lippo Karawaci Tbk. Mr. Zage received his Bachelor of Science degree in Finance and Accounting from the University of Illinois, Urbana-Champaign in 1992. Mr. Zage’s qualifications to serve on our board include three decades of investment experience in public and private debt, public and private equity and real estate across a wide variety of industries and geographies, and his strategic vision and experience as a board member of public and private companies in a wide variety of industries. Mr. Zage provides high-value added services to the board of directors and has sufficient time to focus on our business.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. In conducting this assessment, the board of directors considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the board of directors and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the board of directors reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the board of directors also determines whether the nominee must be independent for NYSE purposes. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, (i) possessing relevant expertise upon which to be able to offer advice and guidance to management, (ii) having sufficient time to devote to the affairs of the Company, (iii) demonstrating excellence in the nominee’s field, (iv) having the ability to exercise sound business judgment, (v) experience as a board member or executive officer of another publicly held company, (vi) having a diverse personal background, perspective and experience, and (vii) having the commitment to rigorously represent the long-term interests of the Company’s stockholders. The board of directors believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

  4. Director Compensation

    Director Compensation We have a non-employee director compensation policy pursuant to which our non-employee directors are eligible to receive annual equity awards and annual cash compensation for service on our board of directors and committees of our board of directors. On June 19, 2023, our board of directors adopted our non-employee director policy, which it subsequently amended on September 29, 2023, to increase the annual cash and equity compensation that the members of the audit committee of the board of directors are eligible to receive (such policy as amended, the “Director Compensation Policy”). The board of directors expects to review director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. The nominating and corporate governance committee has the authority to engage a consulting firm to evaluate director compensation.

  5. Non-Employee Director Annual Cash Retainers

    | (2) The Director Compensation Policy increased the amount of the audit committee chair cash retainer from $5,000 to $9,000. See discussion below for information about additional cash retainers for service from July 1 through November 17, 2023. |

  6. Non-Employee Director Annual Equity Awards

    | (2) The Director Compensation Policy increased the amount of this annual RSU award from $20,000 to $36,000. See discussion below for information about supplemental RSU awards for service as chair of the audit committee prior to the adoption of the Director Compensation Policy. |

  7. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The table below summarizes the compensation paid to our non-employee directors during the year ended December 31, 2023:

  8. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | James Fu Bin Lu | 25,000 | 99,989 | 124,989 | | Daniel Brooks Baer | 23,740 | 101,932 | 125,672 | | J. Michael Gearon, Jr. | 25,000 | 99,989 | 124,989 | | Gary I. Horowitz | 22,016 | 95,249 | 117,265 | | Maggie Lower | 20,000 | 79,994 | 99,994 | | Nathan Richardson | 27,016 | 115,244 | 142,260 | | Meghan Stabler | 22,016 | 95,249 | 117,265 | | G. Raymond Zage, III | 20,000 | 79,994 | 99,994 |

  9. 2023 Non-Employee Director Compensation Table

    | (1) Consist of annual retainer fees, as described above. |

  10. 2023 Non-Employee Director Compensation Table

    | (2) Reflects the aggregate grant date fair value of any RSUs granted, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation—Stock Compensation. Assumptions used in the calculation of this amount are included in Note 16. Stock-based Compensation to the Consolidated Financial Statements included in the 2023 Form 10-K. This amount does not reflect the actual economic value that will ultimately be realized by each director. |

  11. 2023 Non-Employee Director Compensation Table

    | (3) The number of stock awards, consisting of RSUs, held as of December 31, 2023, by each non-employee director serving as of such date is set forth below. |

  12. 2023 Non-Employee Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Outstanding RSUs | | James Fu Bin Lu | 8,291 | | Daniel Brooks Baer | 8,291 | | J. Michael Gearon, Jr. | 8,291 | | Gary I. Horowitz | 7,959 | | Maggie Lower | 6,633 | | Nathan Richardson | 9,617 | | Meghan Stabler | 7,959 | | G. Raymond Zage, III | 6,633 |

  13. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is currently composed of nine members, eight of whom are nominees for director this year. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until their successor is duly elected and qualified or until their earlier resignation or removal. Each of the nominees listed below is currently a director of the Company and each nominee has consented to being named in this proxy statement and to serve if elected. No arrangement or undertaking exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee, and there are no family relationships among any of our directors or executive officers. It is the Company’s policy that directors and nominees for director are expected to attend the Annual Meeting. Six of our current directors attended the 2023 annual meeting of stockholders.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2023 and 2022:

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Other(2) | Total | | George Arison Chief Executive Officer | 2023 | $1,000,000 | $2,146,000(3) | $2,350,073(4) | $22,500 | $5,518,573 | | | 2022 | $212,991 | $— | $44,051,000(5) | $10,000 | $44,273,991 | | Vandana Mehta-Krantz Chief Financial Officer | 2023 | $505,000 | $1,018,300(6) | $4,440,379(7) | $17,388 | $5,981,067 | | | 2022 | $136,305 | $— | $5,387,410(8) | $6,000 | $5,529,715 | | Austin “AJ” Balance Chief Product Officer | 2023 | $377,917 | $570,210(9) | $4,440,873(10) | $— | $5,389,000 | | | 2022 | $376,959 | $25,000 | $959,373 | $— | $1,361,332 |

  16. Summary Compensation Table

    | (1) The amounts reported in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the grant date fair value of each RSU award granted (or deemed granted) during the fiscal year ended December 31, 2022 and 2023, computed in accordance with the provisions of FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in the notes to our audited consolidated financial statements included in Note 16 to the financial statements included in the 2023 Form 10-K. |

  17. Summary Compensation Table

    | (2) The amounts reported consist of company 401(k) matching contributions. |

  18. Summary Compensation Table

    | (3) The amount reported includes (a) a $1,300,000 annual cash bonus earned based on the achievement of Company performance goals, and (b) a $846,000 cash bonus paid to Mr. Arison in 2023 equal to the shortfall between the amount Mr. Arison was entitled to receive as his 2022 annual cash bonus from his previous employer and the amount actually paid by his previous employer (pro-rated based on the number of days Mr. Arison was employed with his previous employer during the calendar year 2022), which Mr. Arison was entitled to pursuant to his employment agreement with us. For further information on these bonuses, please refer to the sections titled “Narrative to Summary Compensation Table — Cash Bonuses” and “Employment Arrangements with Executive Officers — George Arison.” |

  19. Summary Compensation Table

    | (4) The amount reported reflects the grant date fair value of 247,898 fully-vested RSUs that were granted to Mr. Arison on December 19, 2023 based on the achievement of certain key performance indicators established for Mr. Arison for 2023. For further information on this award, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation — 2023 KPI Arrangement with Mr. Arison.” We treated the grant date of these RSUs as December 19, 2023, pursuant to FASB ASC Topic 718. |

  20. Summary Compensation Table

    | (5) The amount reported includes (a) the grant date fair value of 375,000 RSUs that were granted to Mr. Arison by the Company on November 15, 2022, and (b) the performance RSU award arrangement approved for Mr. Arison on November 15, 2022. For further information on each, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation.” We treated the grant date of Mr. Arison’s performance RSU award arrangement as November 15, 2022, pursuant to FASB ASC Topic 718, but no RSUs under the arrangement have been issued to Mr. Arison by the board of directors or any authorized committee or any other person. The amount reported for Mr. Arison’s performance RSU award arrangement reflects the grant date fair value of the arrangement based on the probable outcome of the performance conditions as determined on the deemed grant date. Assuming the highest level of achievement under the performance RSU arrangement, the grant date fair value of the performance RSU award arrangement would have been the higher amount of $50,000,000. |

  21. Summary Compensation Table

    | (6) The amount reported includes (a) a $393,300 cash bonus earned based on the achievement of certain Company performance goals, (b) a $400,000 special cash bonus in recognition of exceptional performance by Ms. Mehta-Krantz in 2023, and (c) a $250,000 sign-on bonus Ms. Mehta-Krantz earned in 2023 pursuant to the terms of her employment agreement with us. Half of the $225,000 sign-on bonus was paid in 2022 and had previously been reported as bonus income for Ms. Mehta-Krantz for the 2022 fiscal year. Such amount is now reported as part of Ms. Mehta-Krantz’s 2023 bonus income because Ms. Mehta-Krantz would have been required to return such amount if she voluntarily resigned for Good Reason or was terminated for Cause (as those terms are defined in her employment agreement) before September 2023, which was the first anniversary of her start date. The total amount of Ms. Mehta-Krantz’s bonus payment was, therefore, earned in 2023 on the first anniversary of her start date, once she could no longer be required to return any amount of her sign-on bonus to us. For further information on these bonuses, please refer to the sections titled “Narrative to Summary Compensation Table — Cash Bonuses” and “Employment Arrangements with Named Executive Officers — Vandana Mehta-Krantz.” |

  22. Summary Compensation Table

    | (7) The amount reported includes (a) the grant date fair value of 340,667 RSUs that were granted to Ms. Mehta-Krantz by the Company on November 29, 2023 in recognition of the exceptional performance by Ms. Mehta-Krantz in 2023, and (b) the incremental increase of $2,140,877 in the fair value of the performance RSU award arrangement previously approved for Ms. Mehta-Krantz in 2022 as a result of certain modifications to such award made on November 29, 2023. For further information on each, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation.” No RSUs under the performance RSU arrangement have been issued to Ms. Mehta-Krantz by the board of directors or any authorized committee or any other person. The sum of the amounts reported |

  23. Summary Compensation Table

    for Ms. Mehta-Krantz’s performance RSU award arrangement for the 2022 and 2023 fiscal years reflects the aggregate amended grant date fair value of the arrangement based on the probable outcome of the performance conditions as determined on the modified deemed grant date of November 29, 2023. Assuming the highest level of achievement under the performance RSU arrangement, the grant date fair value of the performance RSU award arrangement would have been the higher amount of $4,899,999.

  24. Summary Compensation Table

    | (8) The amount reported includes (a) the grant date fair value of 486,000 RSUs that were granted to Ms. Mehta-Krantz by the Company on November 15, 2022, and (b) the performance RSU award arrangement approved for Ms. Mehta-Krantz on November 15, 2022, performance RSU was amended on November 29,2023. For further information on each, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation.” No RSUs under the arrangement have been issued to Ms. Mehta-Krantz by the board of directors or any authorized committee or any other person. The amount reported for Ms. Mehta-Krantz’s performance RSU award arrangement for the 2022 fiscal year reflects the grant date fair value of the arrangement based on the probable outcome of the performance conditions as determined on the original deemed grant date of November 15, 2022. |

  25. Summary Compensation Table

    | (9) The amount reported includes (a) a $270,210 cash bonus based on the achievement of Company performance goals, and (b) a $300,000 special cash bonus, in recognition of exceptional performance by Mr. Balance in 2023. For further information on these bonuses, please refer to the section titled “Narrative to Summary Compensation Table — Cash Bonuses.” |

  26. Summary Compensation Table

    | (10) The amount reported includes (a) the grant date fair value of 333,417 RSUs that were granted to Mr. Balance by the Company on November 29, 2023 in recognition of exceptional performance by Mr. Balance in 2023, and (b) the performance RSU award arrangement approved for Mr. Balance on November 29, 2023. For further information on each, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation.” We treated the grant date of Mr. Balance’s performance RSU award arrangement as November 29, 2023, pursuant to FASB ASC Topic 718, but no RSUs under the arrangement have been issued to Mr. Balance by the board of directors or any authorized committee or any other person. The amount reported for Mr. Balance’s performance RSU award arrangement reflects the grant date fair value of the arrangement based on the probable outcome of the performance conditions as determined on the deemed grant date. Assuming the highest level of achievement under the performance RSU arrangement, the grant date fair value of the performance RSU award arrangement would have been the higher amount of $4,100,000. |

  27. Outstanding Equity Awards as of December 31, 2023

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

  28. Outstanding Equity Awards as of December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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) | | George Arison | 11/15/2022 | — | — | — | — | 3,000,000(2) | 26,340,000 | — | — | | | 11/25/2022 | — | — | — | — | — | — | 1,263,727(3) | 11,095,523 | | Vandana Mehta-Krantz | 11/15/2022 | — | — | — | — | 272,534(4) | 2,392,840 | — | — | | | 11/29/2023 | — | — | — | — | 388,800(5) | 3,413,664 | — | — | | | 11/29/2023 | — | — | — | — | — | — | 661,333(6) | 5,806,504 | | Austin “AJ” Balance | 12/3/2021 | 210,441(7) | 210,441(7) | $4.20 | 12/7/2028 | — | — | — | — | | | 11/29/2023 | — | — | — | — | 333,417(8) | 2,927,401 | — | — | | | 11/29/2023 | — | — | — | — | — | — | 249,466(9) | 2,190,308 |

  29. Outstanding Equity Awards as of December 31, 2023

    | (1) The dollar amount equals the number of shares subject to the applicable award times $8.78, the closing price of a share of common stock at the end of the last completed fiscal year. |

  30. Outstanding Equity Awards as of December 31, 2023

    | (2) Represents remaining unvested time-based RSUs that vest over a four-year period that vest in equal semi-annual installments on April 14 and October 14 of each year, provided that Mr. Arison remains in continuous service with us through each vesting date. |

  31. Outstanding Equity Awards as of December 31, 2023

    | (3) Represents performance awards granted to Mr. Arison. For further information on these performance awards, please refer to the section titled “Employment Arrangements with Executive Officers — George Arison.” |

  32. Outstanding Equity Awards as of December 31, 2023

    | (4) Represents remaining unvested RSUs that vest in equal installments over a four-year period on December 1 of each year, provided that Ms. Mehta-Krantz remains in continuous service with us through each vesting date. |

  33. Outstanding Equity Awards as of December 31, 2023

    | (5) Represents remaining unvested RSUs that vest over a four-year period, in equal annual installments on September 26 of each year, provided that Ms. Mehta-Krantz remains in continuous service with us through each vesting date. |

  34. Outstanding Equity Awards as of December 31, 2023

    | (6) Represents performance awards granted to Ms. Mehta-Krantz. For further information on these performance awards, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation — Modification of Ms. Mehta-Krantz’s Performance RSU Arrangement.” |

  35. Outstanding Equity Awards as of December 31, 2023

    | (7) The option award was granted with a per share exercise price equal to the fair market value of one share of Legacy Grindr’s Series X Ordinary Units on the date of grant, as determined in good faith by Legacy Grindr’s board of managers, and vests as to 25% of the Legacy Grindr Series X Ordinary Units subject thereto on the first anniversary of the vesting commencement date, and 6.25% of the Legacy Grindr Series X Ordinary Units subject thereto will vest each quarter thereafter, subject to Mr. Balance’s continued service to us through each vesting date. The exercise price and number of Legacy Grindr’s Series X Ordinary Units subject to Mr. Balance’s option, reflect the actual exercise price and number of units, respectively, as of December 31, 2022. At the closing of the Business Combination, the option award was converted into an option covering our common stock with adjustments to the number of shares and exercise price based on the applicable exchange ratio specified in the Merger Agreement to reflect the Business Combination. |

  36. Outstanding Equity Awards as of December 31, 2023

    | (8) Represents remaining unvested restricted stock units that vest over approximately a five-year period, with 10% vesting on the December 1, 2024, and the remaining amount vesting in substantially equal annual installments over the next four years, provided that Mr. Balance remains in continuous service with us through each vesting date. |

  37. Outstanding Equity Awards as of December 31, 2023

    | (9) Represents performance awards granted to Mr. Balance. For further information on these performance awards, please refer to the section titled “Narrative to Summary Compensation Table — Equity Compensation — Performance RSU Arrangement with Mr. Balance.” |