DEF 14A of Coupang, Inc.
Filed Apr 28, 2025 · FY20240001140361-25-016000
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”) identifies, evaluates, and recommends nominees for directors to serve on the Board consistent with the criteria approved by the Board, including consideration of any potential conflicts of interest, director independence, diversity, and other relevant requirements. In doing so, our Nominating and Corporate Governance Committee seeks to assemble a board of directors that, as a group, can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in various areas. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the eight directors listed below for re-election to the Board at the Annual Meeting. The directors elected at the Annual Meeting will hold office until our annual meeting of stockholders to be held in 2026 after the end of our fiscal year ending December 31, 2025 (the “2026 Annual Meeting of Stockholders”) and until their successors are duly elected and qualified. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event any of these nominees should become unavailable to serve due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
The Board of Directors
The Board of Directors The biographies of each of our director nominees are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a member of the Board. We believe that, as a whole, the Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Director Biographies
Director Biographies
Director Biographies
| | Bom Kim Chief Executive Officer and Chairman of the Board | | | Age 46 Director Since 2010 Committee Memberships None |
Director Biographies
Bom Kim founded our company and has served as our Chief Executive Officer and as Chairman of the Board since May 2010. Mr. Kim attended Harvard University, earning an A.B. degree in Government. We believe Mr. Kim is qualified to serve as a member of the Board because of his extensive experience building and leading our business and his insight into our technology as our Founder and Chief Executive Officer.
Director Biographies
| | Neil Mehta Lead Independent Director | | | Age 40 Director Since 2010 Committee Memberships Compensation (Chair); Nominating and Corporate Governance |
Director Biographies
Neil Mehta has served as a member of the Board since December 2010. Mr. Mehta founded Greenoaks Capital Partners LLC (“Greenoaks”), an investment firm, in 2012 and has served as a Managing Partner since founding the firm. Prior to Greenoaks, Mr. Mehta was a Senior Investment Professional for special situations investments in India, the Middle East, and Southeast Asia for Orient Property Group Ltd., a Hong Kong-based investment firm financed by a fund managed by D.E. Shaw & Co., L.P., from October 2007 to November 2009. Mr. Mehta also previously worked for Kayne Anderson Capital Advisors, an alternative investment firm, where he invested in private companies in the general business and technology sector. Mr. Mehta earned a BSc in Government from The London School of Economics and Political Science. We believe Mr. Mehta is qualified to serve as a member of the Board because of his operational experience in the technology industry and extensive knowledge of high-growth companies.
Director Biographies
| | Jason Child | | | Age 56 Director Since 2022 Committee Memberships Audit (Chair) |
Director Biographies
Jason Child has served as a member of the Board since April 2022. Mr. Child has served as Executive Vice President and Chief Financial Officer of Arm Holdings plc, a technology company that provides processor designs and software platforms, since November 2022. Prior to joining Arm, Mr. Child served as Chief Financial Officer at various global companies, including as Senior Vice President and Chief Financial Officer of Splunk Inc., a technology company specializing in security and observability, from 2019 to 2022 and as Chief Financial Officer at Opendoor Technologies Inc., an online real estate company, from 2017 to 2019, as well as AliphCom, Inc. (d/b/a Jawbone), a consumer technology and wearable device company, and Groupon, Inc., a global e-commerce marketplace. He holds a B.A. from the Foster School of Business at the University of Washington, where he currently serves on its Global Advisory Board. We believe Mr. Child is qualified to serve as a member of the Board because of his extensive background in global finance and strategy, accounting, capital markets and treasury, and investor relations matters, including his extensive experience in scaling disruptive technologies within enterprise software and software-as-a-service industries, e-commerce, and local commerce.
Director Biographies
| | Pedro Franceschi | | | Age 28 Director Since 2022 Committee Memberships Compensation |
Director Biographies
Pedro Franceschi has served as a member of the Board since March 2022. Mr. Franceschi is Co-Founder & Chief Executive Officer of Brex, a company reimagining financial systems for fast-growing businesses. Launched in 2018 as the corporate card for startups, Brex now serves tens of thousands of companies through its expanded portfolio of financial services and software to help all fast-growing companies reach their full potential. Prior to launching Brex, Mr. Franceschi co-founded the payment company Pagar.me, a payment processor system, which was acquired by StoneCo Ltd., one of the largest payments companies in Brazil. At age 14, Mr. Franceschi built a popular window manager for Apple’s iPad allowing users to manage multiple applications simultaneously. At the age of 12, Mr. Franceschi was the first person to build software to make Apple’s Siri virtual assistant speak in Portuguese. We believe Mr. Franceschi is qualified to serve as a member of the Board because of his extensive experience creating and leading technology companies.
Director Biographies
| | Asha Sharma | | | Age 36 Director Since 2024 Committee Memberships Compensation |
Director Biographies
Asha Sharma has served as a member of the Board since June 2024. Ms. Sharma has been Corporate Vice President and Head of Product, AI Platform at Microsoft Corporation, a global technology provider, since March 2024. Prior to joining Microsoft, Ms. Sharma served as Chief Operating Officer of Maplebear Inc. (d/b/a Instacart), a leading provider of online grocery services, from February 2021 to March 2024. From August 2017 to February 2021, Ms. Sharma led product organizations at Meta Platforms, Inc. (“Meta”), a social networking company, where she was most recently Vice President of Product for Messenger, and oversaw messaging, video communication, and monetization efforts. Prior to Meta, Ms. Sharma served as the Chief Operating Officer and Corporate Secretary from July 2015 to August 2017 at Porch Group, Inc., a vertical software platform for the home, where she also served as Chief Marketing Officer from May 2013 to July 2015. She also served as a member of the board of directors of AppLovin Corporation, a mobile technology company, from August 2021 to September 2023. Ms. Sharma holds a B.S. in Business from the University of Minnesota’s Carlson School of Management. We believe Ms. Sharma is qualified to serve as a member of the Board because of her extensive background in technology and innovation at technology companies.
Director Biographies
| | Benjamin Sun | | | Age 51 Director Since 2010 Committee Memberships Audit, Nominating and Corporate Governance |
Director Biographies
Benjamin Sun has served on the Board since July 2010. Mr. Sun is General Partner and co-founder of Primary Venture Partners, an early-stage venture capital fund, since 2013. Mr. Sun also co-founded LaunchTime LLC (“LaunchTime”) in January 2010, which invests in early-stage companies, and currently serves as a Partner. Previously, Mr. Sun served as President and Chief Executive Officer of Community Connect Inc., a leading online publisher, from October 1996 to December 2008 (Community Connect Inc. was acquired by Radio One, Inc. in 2008). Mr. Sun began his financial career in Investment Banking at Merrill Lynch. Mr. Sun earned a B.A. degree in Economics from the University of Michigan in 1995. We believe Mr. Sun is qualified to serve as a member of the Board because of his extensive experience working with technology companies.
Director Biographies
| | Ambereen Toubassy | | | Age 52 Director Since 2023 Committee Memberships Audit |
Director Biographies
Ambereen Toubassy has served as a member of the Board since March 2023. Ms. Toubassy has served as Chief Financial Officer of Airtable, a cloud-based software company, since January 2021. Prior to joining Airtable, Ms. Toubassy served as Chief Financial Officer of Quibi, a mobile media startup, from September 2018 to November 2020 and as Chief Financial Officer and Partner of WndrCo, a media and technology holding company, from May 2017 to September 2018. Her career spans multiple investing roles as partner and portfolio manager at JMB Capital, Ivory Capital Management, and Empyrean Capital Partners. Ms. Toubassy began her career at Goldman Sachs and worked in the Risk Arbitrage, M&A, and Software banking groups of Goldman Sachs. Ms. Toubassy holds a B.A. in Economics from Yale University and an MBA from Stanford University Graduate School of Business. We believe Ms. Toubassy is qualified to serve as a member of the Board because of her extensive background in finance and accounting matters at technology companies.
Director Biographies
| | Kevin Warsh | | | Age 55 Director Since 2019 Committee Memberships Compensation, Nominating and Corporate Governance (Chair) |
Director Biographies
Kevin Warsh has served as a member of the Board since October 2019. Since April 2011, he has served as the Shepard Family Distinguished Visiting Fellow in Economics at the Hoover Institution and lecturer at the Stanford Graduate School of Business. He has served on the board of directors of United Parcel Service, a multinational package delivery and supply chain management company, since July 2012. Governor Warsh is a member of the Group of Thirty and the Panel of Economic Advisers of the Congressional Budget Office, and Governor Warsh serves as partner at Duquesne Family Office LLC. Governor Warsh served as a member of the Board of Governors of the Federal Reserve System from 2006 until 2011. From 2002 until 2006, Governor Warsh served as Special Assistant to the President for Economic Policy and Executive Secretary of the White House National Economic Council. Previously, Governor Warsh was a member of the Mergers & Acquisitions department at Morgan Stanley & Co. in New York, serving as Vice President and Executive Director. Governor Warsh received his A.B. from Stanford University, and J.D. from Harvard Law School. We believe Mr. Warsh is qualified to serve as a member of the Board because of his extensive experience in economics, finance, and corporate governance.
Director Compensation
Director Compensation In December 2021, the Board adopted a director compensation policy for our non-employee directors and subsequently amended the policy in June 2023 and in December 2024 (as so amended, the “Non-Employee Director Compensation Policy”). The Board has formed the Compensation Committee to oversee, with consultation with the Board and compensation consultants, the Non-Employee Director Compensation Policy.
Limitation on Non-Employee Director Compensation
Limitation on Non-Employee Director Compensation The total compensation provided to a non-employee director during any calendar year under the Non-Employee Director Compensation Policy may not exceed $750,000 (determined based on the total grant date fair value of equity awards and cash fees provided for such calendar year (excluding reimbursements)). In the calendar year when a non-employee director first joins the Board, such limit will be increased to $1,000,000. Any equity awards or other compensation provided to an individual for services as an employee, or for services as a consultant other than as a non-employee director, will be excluded for purposes of applying the above limits.
Director Compensation Table
Director Compensation Table The following table provides information regarding compensation of our non-employee directors for their service as a director for 2024. As an employee director, our Chief Executive Officer, Mr. Kim received no additional compensation for their service as a director.
Director Compensation Table
| Name | Stock Awards(1) | Total | | Jason Child | $324,980 | $324,980 | | Pedro Franceschi | $309,985 | $309,985 | | Neil Mehta | $352,495 | $352,495 | | Asha Sharma(2) | $304,053 | $304,053 | | Benjamin Sun(3) | $332,503 | $332,503 | | Ambereen Toubassy | $312,480 | $312,480 | | Kevin Warsh | $324,980 | $324,980 |
Director Compensation Table
| 1. | Amounts in this column represent the aggregate grant date fair value of RSUs granted during 2024, calculated in accordance with FASB ASC Topic 718, based on the closing price per share of our Class A common stock as reported on the NYSE on the date of grant. For additional information, please read Note 4 in the Notes to Consolidated Financial Statements of our 2024 Annual Report. As of December 31, 2024, each of our then-current non-executive directors held the following unvested RSUs: Mr. Child: 14,976; Mr. Franceschi: 14,285; Mr. Mehta: 16,244; Ms. Sharma: 14,248; Mr. Sun: 14,764; Ms. Toubassy: 14,400; and Mr. Warsh: 14,976. |
Director Compensation Table
| 2. | Ms. Sharma was appointed to the Board on June 21, 2024 and received an Initial Award upon such appointment with a grant date fair value of $304,053. |
Director Compensation Table
| 3. | Mr. Sun stepped down from the Compensation Committee on June 26, 2024 and therefore, in accordance with our Non-Employee Director Compensation Policy, 443 RSUs, representing the pro rata portion of his 2024 Additional Annual Retainer Award for his Compensation Committee service, were forfeited. |
Objectives, Philosophy, and Elements of Executive Compensation
Based on the objectives above, our executive compensation program aims to attract and retain top talent by offering competitive base salaries, long-term incentive compensation, and, where appropriate and in the best interest of stockholders, retention incentives. The program further aligns incentives with those of our stockholders by designating a significant portion of their total compensation to be composed of multi-year equity awards. This compensation philosophy of focusing on long-term customer and stockholder value and rewarding performance, as seen in our executive compensation program, has resonated, and continues to resonate, through our compensation program for employees at all levels. For example, our compensation program provides equity awards, including regular equity refresh grants, to the vast majority of our corporate employees. The equity compensation program is designed to further align the compensation of our employees with the long-term performance of our common stock and stockholder and customer interests.
How We Determine Executive Compensation
| • | guidance from our compensation consultant; |
How We Determine Executive Compensation
| • | benchmarking by role and/or scope of responsibilities from our selected compensation peer group; and |
How We Determine Executive Compensation
The Compensation Committee, together with the Section 16 Equity Committee, sets the compensation for our executive officers at levels that it believes are competitive and appropriate for each executive officer, including each NEO, and that are intended to reflect the varying roles and responsibilities of each individual. Executive compensation decisions require consideration of many relevant factors, which may vary from year to year. Each element of our executive compensation program is intended to fulfill one or more of our overall compensation objectives in a complementary manner and, ultimately, to maximize long-term stockholder value. For example, the markets from which we seek executive talent have been and remain highly competitive. Providing a consistent and competitive level of income for our executives in the form of competitive base salary, long-term incentive compensation, and/or, where appropriate and in the best interest of stockholders, retention incentives, helps us to attract, motivate, and retain highly qualified executives who can help us achieve our mission to “wow” the customer. Further, by structuring a significant portion of our executive compensation to be in the form of equity awards that vest over a period of years, our executive compensation program directly ties a significant portion of our executive compensation to our long-term equity value, incentivizing our executives to focus on driving long-term stock price appreciation and long-term customer and stockholder value. Since a significant portion of our long-term executive compensation is multi-year, variable, at-risk, and closely aligned with our corporate and financial performance, we believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, retaining, and incentivizing highly qualified executives while directly aligning their interests with those of our stockholders.
Role of the Compensation Committee and Management
Role of the Compensation Committee and Management The Compensation Committee is appointed by the Board and has responsibilities related to the overall compensation of our Board members and executive officers and the development and administration of our executive compensation program. Our Compensation Committee consists solely of independent members of the Board of Directors. In December 2023, pursuant to the delegation authority set forth in the Compensation Committee charter, the Compensation Committee formed the Section 16 Equity Committee as a subcommittee thereof for the purpose of granting equity awards under our compensation plans in accordance with Rule 16b-3 under the Exchange Act, consisting solely of two members of the Compensation Committee, each of whom qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee reviews and approves all non-equity components of compensation paid to, and the Section 16 Equity Committee reviews and approves all equity components of compensation awarded to, our executive officers, including our NEOs. Management provides recommendations with respect to the compensation of our executive officers, which may be based upon, among other factors, those discussed below. The Compensation Committee and the Section 16 Equity Committee each discusses and makes final determinations with respect to executive compensation matters within their respective scope of responsibilities, without the Chief Executive Officer present during discussions and decisions related to the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee or the Section 16 Equity Committee, as applicable, to make presentations, provide financial or other background information or advice, or otherwise participate in the meetings of the Compensation Committee or the Section 16 Equity Committee, as applicable, although such members of management are not present when their compensation is being deliberated upon or approved. The Compensation Committee meets periodically throughout the year to manage and evaluate our overall executive compensation program, and reviews and approves the principal non-equity components of our executive compensation program. The Section 16 Equity Committee meets on an as-needed basis throughout the year to review and approve the principal equity components of our executive compensation program. For 2024, the principal components of our executive compensation program were: base salary, long-term incentive compensation, and retention incentives. In making executive compensation decisions, in addition to the factors discussed below, the Compensation Committee and the Section 16 Equity committee each generally takes into consideration company performance, each executive officer’s individual performance in light of the applicable executive officer’s role and responsibilities, and the need to retain existing talent in a highly competitive talent market in which we compete.
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee has the authority to retain independent compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultants’ fees. In 2024, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm in the United States, as its independent compensation consultant. Compensia is retained by and reports directly to the Compensation Committee, assists management in preparing for specified committee meetings, and participates in committee meetings upon request. Compensia periodically informs the Compensation Committee on market trends and practices, as well as regulatory issues and developments and how they may impact our executive compensation program. For 2024, Compensia also:
Role of the Compensation Consultant
| • | assisted in developing a relevant group of peer companies to help the Compensation Committee and the Section 16 Equity Committee determine the appropriate level of overall compensation for our executive officers and directors; |
Role of the Compensation Consultant
| • | assisted the Compensation Committee and the Section 16 Equity Committee with their respective assessments of the level, structure, and elements of the compensation for each executive officer, including by providing market data and insights to ensure a competitive compensation framework; |
Role of the Compensation Consultant
| • | provided guidance and benchmarking related to disclosures in this Proxy Statement; and |
Role of the Compensation Consultant
| • | provided assistance with and market perspective on our broader equity compensation strategy. |
Role of the Compensation Consultant
Compensia does not provide any other services to us. The Compensation Committee has assessed the independence of Compensia pursuant to NYSE rules, and the Compensation Committee concluded that the work performed by Compensia for the Compensation Committee did not raise any conflicts of interest.
Comparison to Relevant Peer Group
Comparison to Relevant Peer Group Given the complex and multi-dimensional nature of executive compensation decisions, the Compensation Committee believes that determining executive compensation requires a deliberate and case-by-case review of a broad range of factors, as well as an in-depth and multi-faceted analysis of each such factor. These factors include, but are not limited to: (i) personal performance and contributions; (ii) experience and past performance inside or outside the Company; (iii) role and responsibilities within the Company; (iv) market competition for a particular position; (v) tenure with the Company and associated institutional knowledge; (vi) long-term potential with the Company; and (vii) innovative thinking and leadership. One of several factors the Compensation Committee considers in determining executive compensation is the competitiveness of our executive compensation program against that of our compensation peer group. In doing so, and in line with its belief that executive compensation decisions should not rely solely on any single factor or be based on a one-dimensional view, the Compensation Committee uses market data to assess the overall competitiveness and reasonableness of our executive compensation program, rather than targeting percentile ranks of specific compensation elements or total target direct compensation against the market data. The Compensation Committee also considered a extensive list of factors in developing the compensation peer group for 2024, including:
Comparison to Relevant Peer Group
| • | Actual experience in the talent market (companies from which we source and potentially lose executive talent); |
Comparison to Relevant Peer Group
| • | Scale and complexity (using revenue, earnings, and market capitalization); |
Comparison to Relevant Peer Group
| • | Geography; and |
Comparison to Relevant Peer Group
| • | Company business characteristics (for example, comparably sized high-growth technology companies, technology-oriented gig economy companies, retail and marketplace companies, global operations, and other high growth indicators). |
Comparison to Relevant Peer Group
For 2024 compensation decisions, the Compensation Committee utilized the peer group set forth below. The changes from the 2023 peer group were due to changes in the business of the applicable companies, for example, conversion from a publicly-traded company to a privately-held company. MercadoLibre was added to the peer group in light of its business scope, market capitalization, and global presence.
Comparison to Relevant Peer Group
| 2024 Peer Group | | | | Airbnb | MercadoLibre | Snap | | Block | Palantir Technologies | Snowflake | | Chewy | PayPal Holdings | Splunk | | DoorDash | Pinterest | Uber Technologies | | eBay | salesforce.com | Wayfair | | Expedia Group | Sea | Workday | | Intuit | ServiceNow | Zillow Group | | Lyft | Shopify | |
Elements of NEO Compensation
| Component | Objective | Key Features | | Base Salary | Recognizes market factors, as well as individual experience, performance, and level of responsibility. | Attract and retain talent and provide executives with cash income predictability and stability. | | Long-Term Equity Incentives | Creates a strong link between pay and performance. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable and long-term value for our stockholders, while helping retain our NEOs in a highly competitive market. | Variable, at-risk compensation in the form of options, RSUs, and performance-based RSUs (the “PSUs”) that vest upon satisfaction of certain service-based and/or performance-based vesting conditions. Generally granted as multi-year equity awards to foster a founder’s mentality and entrepreneurial spirit. |
Long-Term Equity Incentives
Long-Term Equity Incentives We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. As such, a significant portion of our NEO total compensation over the long-term is stock-based compensation designed to create a strong and direct link between pay and performance. The Section 16 Equity Committee’s practice is to grant multi-year equity awards on a periodic basis at levels designed to provide a strong alignment between the recipient and our stockholders and to encourage retention over the vesting period. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable, long-term value for our stockholders, while retaining our NEOs in a highly competitive market. Since our IPO, our NEOs were granted two types of equity awards—RSUs and PSUs—in both cases under our 2021 Plan. In granting these equity awards and in determining the type of equity award to grant to NEOs, we generally considered, among other things, the NEO’s cash compensation, the need to create a meaningful opportunity for reward based on the creation of long-term value, an evaluation of the expected and actual performance of each NEO, the NEO’s individual contributions and responsibilities, and the retentive effect of the NEO’s existing equity awards and how that lapses over time as awards vest. Taking into account the above considerations, in April 2024, the Section 16 Equity Committee awarded: (i) 480,490 PSUs to Mr. Anand; (ii) 47,766 RSUs and 168,361 PSUs to Mr. Rogers; (iii) 64,491 RSUs and 131,258 PSUs to Mr. Kang; and (iv) 7,155 RSUs to Mr. Kolari. The PSUs awarded to Mr. Anand vest quarterly as follows, contingent upon Mr. Anand achieving a performance objective for the year ending December 31, 2024, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 95,122 shares on July 1, 2025, (b) 95,123 shares on October 1, 2025, (c) 145,122 shares on January 1, 2026, and (d) 145,123 shares on April 1, 2026. The RSUs awarded to Mr. Rogers vested in two equal quarterly installments on January 1, 2025 and on April 1, 2025, subject to Mr. Rogers’ continuous service to the Company through and including the applicable vest date, and have now vested in full. The PSUs awarded to Mr. Rogers vest quarterly as follows, contingent upon Mr. Rogers achieving a performance objective for the year ending December 31, 2024, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 20,260 shares on July 1, 2025, (b) 20,261 shares on October 1, 2025, (c) 53,084 shares on January 1, 2026, and (d) 74,756 shares on April 1, 2026. The RSUs awarded to Mr. Kang vested in four quarterly installments over a one-year period as follows, subject to Mr. Kang’s continuous service to the Company through and including the applicable vest date: (a) 1,838 shares on July 1, 2024, (b) 1,838 shares on October 1, 2024, (c) 5,334 shares on January 1, 2025, and (d) 55,481 shares on April 1, 2025. The PSUs awarded to Mr. Kang vest quarterly as follows, contingent upon Mr. Kang achieving a performance objective for the year ending December 31, 2024, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 50,436 shares on July 1, 2025, (b) 50,437 shares on October 1, 2025, (c) 15,192 shares on January 1, 2026, and (d) 15,193 shares on April 1, 2026. The RSUs awarded to Mr. Kolari vested in four equal quarterly installments over a one-year period, with the first of such quarterly installments vested on July 1, 2024, subject to Mr. Kolari’s continuous service to the Company through and including the applicable vest date. In addition, in January 2024, the Section 16 Equity Committee certified that each of Messrs. Rogers and Kang had achieved their respective performance objective for the performance year ended December 31, 2023 for the PSUs that were awarded to them in March 2022 and therefore that Messrs. Rogers and Kang had earned 52,508 PSUs and 49,543 PSUs, respectively, corresponding to such performance year. These PSUs vested in full on March 1, 2024 upon satisfaction by Messrs. Rogers and Kang of the service-based condition of the PSUs. Our NEOs are eligible to receive additional equity awards at the discretion of our Section 16 Equity Committee but may or may not receive equity awards on an annual basis and, consequently, their compensation, as reported in the 2024 Summary Compensation Table below, may fluctuate materially from year to year depending on whether a grant was made in a particular year.
Employment Agreements
Employment Agreements We have entered into employment agreements with each of our NEOs. These employment agreements are described in more detail below in the subsection titled “NEO Employment Agreements and Potential Payments Upon Termination or Change in Control.”
Severance and Change in Control Payments and Benefits
Severance and Change in Control Payments and Benefits Employment agreements of Messrs. Kim, Rogers, and Kang provide for certain severance payments and/or benefits in the context of certain qualifying terminations of employment. In addition, in January 2021, we adopted an Executive Severance Policy (as amended and/or restated from time to time, the “Executive Severance Policy”) under which our NEOs are eligible to participate. The terms of the Executive Severance Policy were determined based on a review of market practices and the input of Compensia. Our NEOs are entitled to the greater of the severance payments and/or benefits as may be provided in their employment agreements or our Executive Severance Policy upon a qualifying termination of employment. The payments and benefits provided for under their employment agreements and our Executive Severance Policy are described in more detail below in the subsection titled “NEO Employment Agreements and Potential Payments Upon Termination or Change in Control.”
Option Award Grant Practices
Option Award Grant Practices Grants of option awards to NEOs under our equity incentive plans are approved by the Section 16 Equity Committee. Historically, grants of option awards have typically been made at preestablished Committee meeting dates or in connection with a new hire or promotion, and irrespective of the timing of any financial announcement or other disclosure of material nonpublic information. Meeting dates are set in advance, and the timing of the meetings, and the grant of stock options, including the timing, terms and value of the awards, is made without regard to any material nonpublic information. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company does not currently grant, and has not granted since the IPO, stock options to our employees, including NEOs.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by, or paid to, each of our NEOs for all services rendered in all capacities during 2022, 2023, and 2024, respectively, as applicable.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1)(2) | Bonus ($)(1) | Stock Awards ($)(3) | Option Awards ($) | All Other Compensation ($)(1) | Total ($) | | Bom Kim Chief Executive Officer | 2024 | 1,100,000 | — | — | — | 971,499(4) | 2,071,499 | | | 2023 | 1,100,000 | — | — | — | 630,609 | 1,730,609 | | | 2022 | 1,100,000 | — | — | — | 831,296 | 1,931,296 | | Gaurav Anand Chief Financial Officer | 2024 | 420,000 | 600,000(5) | 8,744,918(6) | — | 522,478(7) | 10,287,396 | | | 2023 | 420,000 | 1,500,000 | — | — | 596,798 | 2,516,798 | | | 2022 | 420,000 | 500,000 | 8,231,663 | — | 517,081 | 9,668,744 | | Harold Rogers General Counsel and Chief Administrative Officer | 2024 | 450,000 | 320,000(5) | 3,933,511(8) | — | 552,817(9) | 5,256,328 | | | 2023 | 450,000 | 850,000 | 3,506,012 | — | 491,278 | 5,297,290 | | | 2022 | 450,000 | 350,000 | 5,782,637 | — | 331,786 | 6,914,423 | | Hanseung Kang Representative Director, Business Management | 2024 | 733,149 | 366,574(5) | 3,562,632(10) | — | 133,128(11) | 4,795,483 | | | 2023 | 766,043 | 1,133,021 | 989,768 | — | 186,259 | 3,075,091 | | | 2022 | 774,024 | 637,012 | 5,202,380 | — | 164,000 | 6,777,415 | | Pranam Kolari (12) Vice President of Search and Recommendations | 2024 | 378,105 | 588,238(5)(13) | 130,221(14) | — | 22,031(15) | 1,118,595 |
2024 Summary Compensation Table
| 1. | Certain amounts reflected in the “Salary,” “Bonus,” and “All Other Compensation” columns were converted from KRW to U.S. Dollars using the average exchange rate for 2024 of 1,363.98 KRW to $1.00 USD. |
2024 Summary Compensation Table
| 2. | The amounts reported in this column represent the NEO’s base salary earned during the applicable fiscal year and cash payments for unused vacation days to the extent applicable. |
2024 Summary Compensation Table
| 3. | The grant date fair value for PSUs reported in the table is computed in accordance with ASC Topic 718 based on the closing price per share of our Class A common stock as reported on the NYSE on the date of grant. Even though the PSUs are subject to achievement of certain performance criteria and the applicable NEO’s continuous service to us through and including the applicable vesting date, achievement of the performance criteria was deemed probable on the grant date and, accordingly, the aggregate grant date fair value of the PSUs is reported herein. Note that the amounts reported in this column reflect the aggregate accounting cost of the applicable award and do not necessarily reflect the actual economic value that may ultimately be realized by the applicable NEO. |
2024 Summary Compensation Table
| 4. | This amount includes security and transportation costs in the amount of $607,664, housing and moving costs of $49,589, insurance premiums of $26,887, and tax-filing services of $181,363. This amount also includes a tax gross-up of $105,996. The benefits received by Mr. Kim were valued on the basis of the aggregate incremental cost to the Company and represent the amount paid to the service provider or Mr. Kim, as applicable. |
2024 Summary Compensation Table
| 5. | These amounts include any cash retention awards paid to the applicable NEO in 2024. Because we place a greater emphasis on providing longer-term incentives for our employees, the awards were designed at the time of grant to vest periodically over a one-year period or multi-year periods, subject to the applicable NEO’s continued service to us through the applicable vest date. |
2024 Summary Compensation Table
| 6. | Represents the aggregate grant date fair value of the PSUs granted to Mr. Anand in April 2024, as computed in accordance with ASC Topic 718. The PSUs vest quarterly as follows, contingent upon Mr. Anand achieving a performance objective for the year ending December 31, 2024, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 95,122 shares on July 1, 2025, (b) 95,123 shares on October 1, 2025, (c) 145,122 shares on January 1, 2026, and (d) 145,123 shares on April 1, 2026. |
2024 Summary Compensation Table
| 7. | This amount includes security and transportation costs in the amount of $286,664, housing and moving costs of $93,921, education expenses of $81,269, insurance premiums of $26,981, as well as executive benefits and tax filing services. This amount also includes a tax gross-up of $28,716. The benefits received by Mr. Anand were valued on the basis of the aggregate incremental cost to the Company and represent the amount paid to the service provider or Mr. Anand, as applicable. |
2024 Summary Compensation Table
| 8. | Represents the aggregate grant date fair value of the RSUs and PSUs granted to Mr. Rogers in April 2024, as computed in accordance with ASC Topic 718. The RSUs vested in two equal quarterly installments over a 6-month period, with the first of such quarterly installments vested on January 1, 2025, subject to Mr. Rogers’ continuous service to the Company through and including the applicable vest date. The PSUs vest quarterly as follows, contingent upon Mr. Rogers achieving a performance objective for the year ending December 31, 2024, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 20,260 shares on July 1, 2025, (b) 20,261 shares on October 1, 2025, (c) 53,084 shares on January 1, 2026, and (d) 74,756 shares on April 1, 2026. |
2024 Summary Compensation Table
| 9. | This amount includes security and transportation costs in the amount of $371,344, housing and moving costs of $89,710, insurance premiums of $26,887, and education expenses of $33,551 as well as executive benefits and tax filing services. This amount also includes a tax gross-up of $22,856. The benefits received by Mr. Rogers were valued on the basis of the aggregate incremental cost to the Company and represent the amount paid to the service provider or Mr. Rogers, as applicable. |
2024 Summary Compensation Table
| 10. | Represents the aggregate grant date fair value of the RSUs and PSUs granted to Mr. Kang in April 2024, as computed in accordance with ASC Topic 718. The RSUs vested in four quarterly installments over a one-year period as follows, subject to Mr. Kang’s continuous service to the Company through and including the applicable vest date: (a) 1,838 shares on July 1, 2024, (b) 1,838 shares on October 1, 2024, (c) 5,334 shares on January 1, 2025, and (d) 55,481 shares on April 1, 2025. The PSUs vest quarterly as follows, contingent upon Mr. Kang achieving a performance objective for the year ending December 31, 2024, as determined by the Section 16 Equity Committee or other appropriate sub-committee of the Board at the recommendation of the Chief Executive Officer, and subject to his continuous service to the Company through and including the applicable vest date: (a) 50,436 shares on July 1, 2025, (b) 50,437 shares on October 1, 2025, (c) 15,192 shares on January 1, 2026, and (d) 15,193 shares on April 1, 2026. |
2024 Summary Compensation Table
| 11. | This amount includes security and transportation costs in the amount of $110,404, as well as insurance premiums, gym membership and other executive benefits, and tax filing services. The benefits received by Mr. Kang were valued on the basis of the aggregate incremental cost to the Company and represent the amount paid to the service provider or Mr. Kang, as applicable. |
2024 Summary Compensation Table
| 12. | Mr. Kolari was appointed as an executive officer of the Company on January 15, 2024. |
2024 Summary Compensation Table
| 13. | This amount also includes the annual discretionary bonus awards paid to Mr. Kolari in 2024. |
2024 Summary Compensation Table
| 14. | Represents the aggregate grant date fair value of the RSUs granted to Mr. Kolari in April 2024, as computed in accordance with ASC Topic 718. The RSUs vested in four equal quarterly installments over a one-year period, with the first of such quarterly installments vested on July 1, 2024, subject to Mr. Kolari’s continuous service to the Company through and including the applicable vest date. |
2024 Summary Compensation Table
| 15. | This amount includes insurance premiums and 401(k) contributions. The benefits received by Mr. Kolari were valued on the basis of the aggregate incremental cost to the Company and represent the amount paid to the service provider or Mr. Kolari, as applicable. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table provides, for each of our NEOs, information concerning plan-based awards granted during our fiscal year ended December 31, 2024. This information supplements the information about these awards set forth in the “2024 Summary Compensation Table” above.
2024 Grants of Plan-Based Awards
| Name | Award Type | Grant Date(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(3) | | | | | Target (#)(2) | (#) | ($) | | Bom Kim | — | — | — | — | — | | Gaurav Anand | PSUs | 04/01/24 | 480,490 | — | 8,744,918 | | Harold Rogers | RSUs | 04/01/24 | — | 47,766 | 869,342 | | | PSUs | 04/01/24 | 168,361 | — | 3,064,171 | | Hanseung Kang | RSUs | 04/01/24 | — | 64,491 | 1,173,737 | | | PSUs | 04/01/24 | 131,258 | — | 2,388,896 | | Pranam Kolari | RSUs | 04/01/24 | — | 7,155 | 130,221 |
2024 Grants of Plan-Based Awards
| 1. | Represent RSUs and PSUs awarded under our 2021 Plan. The vesting schedule applicable to each award is set forth in the subsection titled “Outstanding Equity Awards at December 31, 2024” below. |
2024 Grants of Plan-Based Awards
| 2. | The PSU award performance objectives are not based on financial measures or metrics. The condition is met by achieving a performance metric. There are no thresholds or maximum levels for these PSU awards. |
2024 Grants of Plan-Based Awards
| 3. | The amounts reported in this column represent the aggregate grant date fair value of the equity awards, as computed in accordance with ASC Topic 718 based on the closing price per share of our Class A common stock as reported on the NYSE on the date of grant. With respect to the PSUs reported herein, achievement of the applicable performance criteria was deemed probable on the grant date and, accordingly, the aggregate grant date fair value of the PSUs are reported herein even though the PSUs are subject to achievement of certain performance criteria and the applicable NEO’s continuous service to us through and including the applicable vesting date. Note that the amounts reported in this column reflect the aggregate accounting cost of the applicable award and do not necessarily reflect the actual economic value that may ultimately be realized by the applicable NEO. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table presents information with respect to outstanding equity awards held by each NEO as of December 31, 2024. This information supplements the information about these awards set forth in the “2024 Summary Compensation Table” above.
Outstanding Equity Awards at December 31, 2024
| | | 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(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) | | | | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | Bom Kim | 2/7/2021 | 6,607,891 | — | 16.46 | 2/7/2028 | — | — | — | — | | Gaurav Anand | 5/17/2018 | 30,000 | — | 1.98 | 5/16/2028 | — | — | — | — | | | 5/16/2019(2) | 1,740,000 | 300,000 | 1.99 | 5/15/2029 | — | — | — | — | | | 12/2/2020(3) | — | — | — | — | 200,000 | 4,396,000 | — | — | | | 3/29/2022(4) | — | — | — | — | — | — | 255,037 | 5,605,714 | | | 12/19/2022(4) | — | — | — | — | — | — | 206,772 | 4,544,849 | | | 4/1/2024(5) | — | — | — | — | — | — | 480,490 | 10,561,171 | | Harold Rogers | 1/23/2020 | 824,000 | — | 2.24 | 1/22/2030 | — | — | — | — | | | 1/11/2021(6) | — | — | — | — | 40,000 | 879,200 | — | — | | | 3/29/2022(7) | — | — | — | — | — | — | 199,654 | 4,388,395 | | | 4/1/2024(8) | — | — | — | — | 47,766 | 1,049,897 | — | — | | | 4/1/2024(9) | — | — | — | — | — | — | 168,361 | 3,700,575 | | Hanseung Kang | 3/29/2022(10) | — | — | — | — | — | — | 175,012 | 3,846,764 | | | 12/7/2023(11) | — | — | — | — | 16,110 | 354,098 | — | — | | | 4/1/2024(12) | — | — | — | — | 60,815 | 1,336,714 | — | — | | | 4/1/2024(13) | — | — | — | — | — | — | 131,258 | 2,885,051 | | Pranam Kolari | 6/2/2022(14) | — | — | — | — | 130,730 | 2,873,446 | — | — | | | 4/1/2024(15) | — | — | — | — | 3,578 | 78,645 | — | — |
Outstanding Equity Awards at December 31, 2024
| 1. | The amounts reported in these columns reflect the market value of the stock or equity incentive plan awards of stock, as computed using the closing market price of our Class A common stock on the NYSE on December 31, 2024 (the last trading day of our fiscal year ended December 31, 2024), which was $21.98. |
Outstanding Equity Awards at December 31, 2024
| 2. | 40% of the 3,000,000 shares subject to the stock option vested as of December 31, 2022, and 150,000 shares vest on each quarterly anniversary thereafter, subject to Mr. Anand’s continuous service to the Company through and including the applicable vesting date. |
Outstanding Equity Awards at December 31, 2024
| 3. | The RSUs vest as to 5% of the RSUs on March 1, 2021, and on each quarterly anniversary thereafter, subject to Mr. Anand’s continuous service to the Company through and including the applicable vesting date. Vesting was also contingent on the IPO, which vesting condition was satisfied in March 2021. |
Outstanding Equity Awards at December 31, 2024
| 4. | The PSUs vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on March 1, 2027, contingent upon achievement by Mr. Anand of certain performance metrics and certification by the Section 16 Equity Committee or other appropriate sub-committee, as applicable, of the Board of such performance achievement, as well as Mr. Anand’s continuous service to the Company through and including the applicable vesting date. |
Outstanding Equity Awards at December 31, 2024
| 5. | The PSUs vest quarterly as follows, contingent upon achievement by Mr. Anand of certain performance metrics and certification by the Section 16 Equity Committee or other appropriate sub-committee, as applicable, of the Board of such performance achievement, as well as Mr. Anand’s continuous service to the Company through and including the applicable vesting date: (a) 95,122 shares on July 1, 2025, (b) 95,123 shares on October 1, 2025, (c) 145,122 shares on January 1, 2026, and (d) 145,123 shares on April 1, 2026. |
Outstanding Equity Awards at December 31, 2024
| 6. | 1/20 of the initial grant of 200,000 RSUs vest quarterly over a 5-year period commencing on March 1, 2021, subject to Mr. Rogers’ continuous service to the Company through and including the applicable vesting date. Vesting was also contingent on the IPO, or the occurrence of a change in control, which vesting condition was satisfied upon the six-month anniversary of our IPO. |
Outstanding Equity Awards at December 31, 2024
| 7. | 52,508 shares subject to the PSUs vested on each of March 1, 2023 and on March 1, 2024, in each case following the certification by the Section 16 Equity Committee that the performance objective for the applicable performance year was achieved. The remainder of the PSUs vest as follows, contingent upon achievement by Mr. Rogers of certain performance metrics and certification by the Section 16 Equity Committee or other appropriate sub-committee, as applicable, of the Board of such performance achievement, as well as Mr. Rogers’ continuous service to the Company through and including the applicable vesting date: (a) with respect to the performance year ending December 31, 2024, 177,982 PSUs vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on March 1, 2025; and (b) with respect to the performance year ending December 31, 2025, 21,672 PSUs vest on March 1, 2026. |
Outstanding Equity Awards at December 31, 2024
| 8. | The RSUs vest in two equal quarterly installments over a six-month period, with the first of such quarterly installments vested on January 1, 2025, subject to Mr. Rogers’ continuous service to the Company through and including the applicable vesting date. |
Outstanding Equity Awards at December 31, 2024
| 9. | The PSUs vest as follows, contingent upon achievement by Mr. Rogers of certain performance metrics and certification by the Section 16 Equity Committee or other appropriate sub-committee, as applicable, of the Board of such performance achievement, as well as Mr. Rogers’ continuous service to the Company through and including the applicable vesting date: (a) 20,260 shares on July 1, 2025, (b) 20,261 shares on October 1, 2025, (c) 53,084 shares on January 1, 2026, and (d) 74,756 shares on April 1, 2026. |
Outstanding Equity Awards at December 31, 2024
| 10. | 49,543 shares subject to the PSUs vested on each of March 1, 2023 and on March 1, 2024 and 34,036 shares subject to the PSUs vested on March 1, 2025, in each case following the certification by the Section 16 Equity Committee that the performance objective for the applicable performance year was achieved. The remainder of the PSUs vest as follows, contingent upon achievement by Mr. Kang of certain performance metrics and certification by the Section 16 Equity Committee or other appropriate sub-committee, as applicable, of the Board of such performance achievement, as well as Mr. Kang’s continuous service to the Company through and including the applicable vesting date: with respect to the performance year ending December 31, 2025, in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on March 1, 2026. |
Outstanding Equity Awards at December 31, 2024
| 11. | The RSUs vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on April 1, 2024, subject to Mr. Kang’s continuous service to the Company through and including each vesting date. |
Outstanding Equity Awards at December 31, 2024
| 12. | The RSUs vest quarterly, subject to Mr. Kang’s continuous service to the Company through and including the applicable vesting date: (a) 1,838 shares on July 1, 2024, (b) 1,838 shares on October 1, 2024, (c) 5,334 shares on January 1, 2025, and (d) 55,481 shares on April 1, 2025. |
Outstanding Equity Awards at December 31, 2024
| 13. | The PSUs vest as follows, contingent upon achievement by Mr. Kang of certain performance metrics and certification by the Section 16 Equity Committee or other appropriate sub-committee, as applicable, of the Board of such performance achievement, as well as Mr. Kang’s continuous service to the Company through and including the applicable vesting date: (a) 50,436 shares on July 1, 2025, (b) 50,437 shares on October 1, 2025, (c) 15,192 shares on January 1, 2026, and (d) 15,193 shares on April 1, 2026. |
Outstanding Equity Awards at December 31, 2024
| 14. | The RSUs vest as follows, subject to Mr. Kolari’s continuous service to the Company through and including the applicable vesting date: (a) 10% on May 1, 2023, (b) 10% in four equal quarterly installments over a one-year period, with the first of such quarterly installments vested on August 1, 2023, (c) 40% in four equal quarterly installments over a one-year period, with the first of such quarterly installments vested on August 1, 2024, and (d) 40% in four equal quarterly installments over a one-year period, with the first of such quarterly installments vested on August 1, 2025. |
Outstanding Equity Awards at December 31, 2024
| 15. | The RSUs vest in four equal quarterly installments over a one-year period, with the first of such quarterly installments vested on July 1, 2024, subject to Mr. Kolari’s continuous service to the Company through and including the applicable vesting date. |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table presents certain information with respect to shares acquired by each NEO upon the vesting of RSU and PSU awards in 2024 and the related value realized during 2024.
2024 Option Exercises and Stock Vested
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($)(1) | | Bom Kim | — | — | | Gaurav Anand | 200,000 | 4,460,000 | | Harold Rogers | 320,764 | 6,734,427 | | Hanseung Kang | 251,678 | 5,131,753 | | Pranam Kolari | 58,047 | 1,280,826 |
2024 Option Exercises and Stock Vested
| 1. | The amounts reported in this column have been calculated by multiplying the gross number of shares acquired on vesting by the closing price of our Class A common stock on the NYSE on the applicable vesting date or, if such vesting date was not a trading day, the trading day immediately prior to the applicable vesting date. Therefore, the amounts shown in this column do not represent the actual amounts paid to or realized by the NEO during 2024 nor do they represent the amounts that may be used for tax purposes. |
NEO Employment Agreements and Potential Payments Upon Termination or Change in Control
NEO Employment Agreements and Potential Payments Upon Termination or Change in Control
CEO Pay Ratio
CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing (i) the ratio of the annual total compensation of our Chief Executive Officer to (ii) the annual total compensation of our median employee (excluding our Chief Executive Officer), both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. For 2024, the annual total compensation of our median employee (excluding our Chief Executive Officer) was $35,545 and the annual total compensation of our Chief Executive Officer was $2,071,499. Based on these numbers we estimate that the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 58 to 1. In determining our median compensated employee, we selected December 31, 2024 as the date on which to determine our employee population and the median employee. We included base salary and grant date fair market value of equity awards, if any, issued during the previous twelve months as our consistently applied compensation measure for our global employee population other than our Chief Executive Officer. For employees paid in a currency other than U.S. Dollars, we converted their compensation to U.S. dollars using the one-year average exchange rates for 2024, consistent with the conversion rate used by us for various financial and accounting purposes. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a wide variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Consequently, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the foregoing pay ratio measure in making compensation decisions.