DEF 14A of Peloton Interactive, Inc., Oct 26, 2023

DEF 14A of Peloton Interactive, Inc.

Filed Oct 26, 2023 · FY20230001193125-23-264093

Open on EDGAR

  1. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | an independent compensation consultant that provides analysis and advice to our compensation committee; |

  2. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | no annual cash bonus program; and |

  3. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | • | “double-trigger” change in control arrangements. |

  4. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    We structured the annual compensation of our executive officers for our fiscal year ended June 30, 2023 (“Fiscal 2023”), using two principal elements: base salary and long-term incentive compensation opportunities in the form of equity awards.

  5. COMPENSATION PHILOSOPHY AND HIGHLIGHTS

    | FISCAL 2023 COMPENSATION ELEMENT | DESCRIPTION | ELEMENT OBJECTIVES | | BASE SALARY | Fixed cash compensation based on executive officer’s role, responsibilities, competitive market positioning, and individual performance | • Attract and retain key executive talent • Drive top-tier performance through individual contributions | | LONG-TERM INCENTIVE COMPENSATION | Long-term equity awards granted in the form of restricted stock unit awards and, in limited circumstances where elected pursuant to our Equity Choice Program, time-based options to acquire shares of our Class A common stock | • Attract and retain key executive talent • Drive top-tier performance through long-term individual contributions and focus on sustained success aligned with stockholder interests |

  6. COMPENSATION COMMITTEE

    | • | reviewing and recommending to our Board the compensation of our non-employee directors; |

  7. COMPENSATION COMMITTEE

    | • | reviewing and approving the selection of our peer companies for compensation assessment purposes; |

  8. COMPENSATION COMMITTEE

    | • | administering our equity incentive compensation plans; |

  9. NOMINEES TO OUR BOARD

    NOMINEES TO OUR BOARD The nominees and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  10. NOMINEES TO OUR BOARD

    | NAME OF DIRECTOR | AGE | POSITION | DIRECTOR SINCE | | CLASS I DIRECTORS: | | | | | BARRY MCCARTHY | 70 | CEO, President, and Director | February 2022 | | ANGEL L. MENDEZ(1)(2) | 63 | Director | February 2022 | | PAMELA THOMAS-GRAHAM(1)(3) | 60 | Director | March 2018 |

  11. NOMINEES TO OUR BOARD

    | (1) Member of compensation committee |

  12. NOMINEES TO OUR BOARD

    | (2) Member of audit committee |

  13. NOMINEES TO OUR BOARD

    | (3) Chairperson of the nominating, governance, and corporate responsibility committee |

  14. NOMINEES TO OUR BOARD

    | CEO, PRESIDENT & DIRECTOR AGE: 70 DIRECTOR SINCE: February 2022 COMMITTEES: • None | BARRY MCCARTHY Barry McCarthy has served as Peloton’s Chief Executive Officer and President and as a member of our Board since February 2022. Prior to joining Peloton, Mr. McCarthy served as Spotify’s Chief Financial Officer from 2015 to January 2020 and global head of the advertising business from September 2016 to January 2020. Prior to joining Spotify, Mr. McCarthy was a private investor and served as a member of the board of directors of several private and public companies. From 1999 to 2010, Mr. McCarthy served as Chief Financial Officer and Principal Accounting Officer of Netflix, Inc. Mr. McCarthy held various management positions in management consulting, investment banking, media, and entertainment. Additionally, from 2011 until February 2022 when he joined Peloton, Mr. McCarthy served as a consultant at TCV. Mr. McCarthy has served on the board of directors of Spotify since January 2020 and on the board of directors of Instacart since January 2021, and he has previously served as a director of several private and public companies, including Chegg, Eventbrite, MSD Acquisition Corp, Pandora, and Rent the Runway. SKILLS AND EXPERIENCE We believe Mr. McCarthy is qualified to serve on our Board because of the strategic and financial experience that he brings as our Chief Executive Officer and President and the perspectives he has gained as a former chief financial officer and executive leader in the management consulting, investment banking, media, and entertainment industries. Mr. McCarthy holds a Bachelor of Arts in History from Williams College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Spotify Technology S.A. • Maplebear, Inc. (d/b/a “Instacart”) |

  15. NOMINEES TO OUR BOARD

    | | 2023 PROXY STATEMENT | | | 27 |

  16. NOMINEES TO OUR BOARD

    | DIRECTOR AGE: 63 DIRECTOR SINCE: February 2022 COMMITTEES: • Audit • Compensation | ANGEL L. MENDEZ Angel L. Mendez has served as a member of our Board since February 2022. Mr. Mendez is Executive Chairman of the Board of LevaData Inc., a privately held, artificial intelligence company focused on supply chain management. He also serves on two other public company boards: Kinaxis, Inc., which specializes in supply chain planning solutions; and Sleep Number Corporation, a sleep technology company. He previously served as executive vice president and chief operating officer of HERE Technologies from 2016 to 2020. From 2005 to 2015, he was a senior executive at Cisco Systems, where he led the company’s corporate transformation program as well as its global supply chain. Earlier in his career, Mr. Mendez served in senior roles at Palm Inc., Gateway Inc., Citigroup, and in various executive positions at Allied Signal Aerospace and GE. SKILLS AND EXPERIENCE We believe Mr. Mendez is qualified to serve on our Board because of his extensive experience working with the management teams of a number of privately and publicly held tech companies. He is a thought leader and trailblazer as an architect of end-to-end supply chains at global technology companies, and he brings more than three decades of leadership experience, including supply chain management with some of the world’s most forward-thinking technology and aerospace companies. Mr. Mendez earned a Bachelor of Sciences degree in Electrical Engineering from Lafayette College and a Master’s in Business Administration from the Crummer School at Rollins College. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Sleep Number Corporation • Kinaxis, Inc. |

  17. NOMINEES TO OUR BOARD

    | 28 | | | 2023 PROXY STATEMENT |

  18. NOMINEES TO OUR BOARD

    | DIRECTOR AGE: 60 DIRECTOR SINCE: March 2018 COMMITTEES: • Compensation • Nominating, Governance, and Corporate Responsibility (Chair) | PAMELA THOMAS-GRAHAM Pamela Thomas-Graham has served as a member of our Board since March 2018. Since August 2016, Ms. Thomas-Graham has served as the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury. From 2010 to August 2016, she served as a member of the Executive Board at Credit Suisse Group AG, a multinational investment bank and financial services company. While at the firm she served in several different roles, including Chair, New Markets for the global Private Bank, and Global Chief Marketing and Talent Officer. From 2008 to 2010, she served as a Managing Director at Angelo, Gordon & Co., a privately held investment firm. From 2005 through 2007, Ms. Thomas-Graham was a Group President of Liz Claiborne Inc. (now Tapestry). She served as President and Chief Executive Officer of NBC Universal’s CNBC television, and President and Chief Executive Officer of CNBC.com, beginning in 1999. She began her career at global consultancy McKinsey & Co. in 1989, becoming the firm’s first black woman partner in 1995. Ms. Thomas-Graham served on the board of directors of Norwegian Cruise Line Holdings Ltd. from 2018 to 2021, The Clorox Company from 2005 to 2021, including as its Lead Independent Director from 2016 to 2021, and Anthemis Digital Acquisitions I Corp. from 2021 to May 2023. She currently serves as a board member of Bumble Inc.; Compass, Inc.; Rivian Automotive, Inc.; and the Bermuda-based Bank of N.T. Butterfield & Son Limited. SKILLS AND EXPERIENCE We believe Ms. Thomas-Graham is qualified to serve on our Board because she brings invaluable strategic, operational, and corporate governance experience as a board member, chief executive officer and executive leader of several public and private companies. Her extensive experience in branding and management consulting enables her to contribute to the oversight of the Company. Ms. Thomas-Graham holds a B.A. in Economics from Harvard University and a joint M.B.A. - J.D. from Harvard Business School and Harvard Law School. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Bank of N.T. Butterfield & Son Limited • Bumble Inc. • Compass, Inc. • Rivian Automotive, Inc. |

  19. NOMINEES TO OUR BOARD

    | | 2023 PROXY STATEMENT | | | 29 |

  20. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  21. CONTINUING DIRECTORS

    | NAME OF DIRECTOR | AGE | POSITION | DIRECTOR SINCE | | CLASS II DIRECTORS: | | | | | JON CALLAGHAN(1)(2) | 54 | Director | April 2015 | | JAY HOAG(3) | 65 | Director | August 2018 | | JONATHAN MILDENHALL | 56 | Director | February 2022 | | CLASS III DIRECTOR: | | | | | KAREN BOONE(4) | 49 | Chairperson of the Board | January 2019 |

  22. CONTINUING DIRECTORS

    | (1) Member of audit committee |

  23. CONTINUING DIRECTORS

    | (2) Member of the nominating, governance, and corporate responsibility committee |

  24. CONTINUING DIRECTORS

    | (3) Chairperson of the compensation committee |

  25. CONTINUING DIRECTORS

    | (4) Chairperson of the audit committee |

  26. CONTINUING DIRECTORS

    | AGE: 49 DIRECTOR SINCE: January 2019 COMMITTEES: • Audit (Chair) • Nominating, Governance, and Corporate Responsibility | KAREN BOONE Chairperson of the Board, since September 2022 Lead Independent Director, from October 2021 through August 2022 Karen Boone has served as a member of our Board since January 2019. Ms. Boone most recently served as the President and Chief Financial and Administrative Officer of Restoration Hardware, Inc., a home furnishings company, from May 2014 to August 2018 and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to 2012, Ms. Boone held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. Ms. Boone currently serves on the board of directors of Sonos, Inc., Rivian Automotive, Inc. and several private companies. SKILLS AND EXPERIENCE We believe Ms. Boone is qualified to serve on our Board because of her extensive product and retail experience leading a consumer brand and her expertise and background with regard to overseeing administrative functions, including human resources, investor relations, accounting and legal. Ms. Boone’s experience in strategic and financial planning for public companies, including her service on the boards and audit committees of public companies, brings essential leadership and financial expertise to our Board. Ms. Boone holds a B.S. in Business Economics from the University of California, Davis. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • Sonos, Inc. • Rivian Automotive, Inc. |

  27. CONTINUING DIRECTORS

    | 30 | | | 2023 PROXY STATEMENT |

  28. CONTINUING DIRECTORS

    | DIRECTOR AGE: 54 DIRECTOR SINCE: April 2015 COMMITTEES: • Audit • Nominating, Governance, and Corporate Responsibility | JON CALLAGHAN Jon Callaghan has served as a member of our Board since April 2015. Mr. Callaghan is a founder and Managing Member of True Ventures, a venture capital firm, where he has served since January 2006. Prior to True Ventures, Mr. Callaghan served as a Managing Director at Globespan Capital, a venture capital firm, and as a Managing Partner at CMGI@Ventures, CMGI Inc.’s affiliated venture capital group. Mr. Callaghan served on the board of directors of Fitbit, Inc. from September 2008 to May 2018 and currently serves as a member of the board of directors of several private companies. SKILLS AND EXPERIENCE We believe Mr. Callaghan is qualified to serve on our Board because of his extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies. As a venture capitalist investor, he brings an entrepreneurial spirit and experience building technology companies. Mr. Callaghan holds a B.A. in Government from Dartmouth College and an M.B.A. from Harvard Business School. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • None |

  29. CONTINUING DIRECTORS

    | DIRECTOR AGE: 65 DIRECTOR SINCE: August 2018 COMMITTEES: • Compensation (Chair) | JAY HOAG Jay Hoag has served as a member of our Board since August 2018. Mr. Hoag is a co-founder and General Partner of TCV where he has served since June 1995. Mr. Hoag currently serves on the board of directors of TripAdvisor, Inc., Zillow Group, Inc., and Netflix Inc. Mr. Hoag also previously served on the board of directors of various public companies, including Electronic Arts until August 2021 and TCV Acquisition Corp. until March 2023. SKILLS AND EXPERIENCE We believe Mr. Hoag is qualified to serve on our Board because of his extensive experience working with the management teams of, and investing in, a number of privately and publicly held companies. As a technology investor and board member of numerous companies, Mr. Hoag brings valued insights on topics such as corporate strategy and risk management. Mr. Hoag holds a B.A. from Northwestern University and an M.B.A. from the University of Michigan. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • TripAdvisor, Inc. • Zillow Group, Inc. • Netflix Inc. |

  30. CONTINUING DIRECTORS

    | | 2023 PROXY STATEMENT | | | 31 |

  31. CONTINUING DIRECTORS

    | DIRECTOR AGE: 56 DIRECTOR SINCE: February 2022 COMMITTEES: • None | JONATHAN MILDENHALL Jonathan Mildenhall has served as a member of our Board since February 2022. Mr. Mildenhall is the Co-Founder and Executive Chairman of TwentyFirstCenturyBrand, a consumer brand strategy and marketing consultancy firm. He also serves on a number of private company boards including Fanatics and GoFundMe, and previously served on the board of Northern Star Investment Corp. IV, a public company, from March 2021 to September 2023. Prior to co-founding TwentyFirstCenturyBrand, Mr. Mildenhall served as Chief Marketing Officer of Airbnb from 2014 to 2018. Before Airbnb, Mr. Mildenhall led The Coca-Cola Company’s marketing initiatives as Senior Vice President of global advertising strategy and content excellence from 2007 to 2013 and as Senior Vice President of integrated marketing communication and design excellence from 2013 to 2014. Earlier in his career, Mr. Mildenhall served in various management positions in marketing and advertising. SKILLS AND EXPERIENCE We believe Mr. Mildenhall is qualified to serve on our Board because of his extensive experience with regard to corporate and consumer brand strategy, marketing, and advertising. Furthermore, Mr. Mildenhall has helped companies innovate and strive for diverse and inclusive representation not only in the marketing and advertising sectors, but as a globally focused initiative. Mr. Mildenhall holds a Higher National Diploma in Business and Finance from The Manchester Metropolitan University. He completed the Advanced Management Program at Harvard Business School and holds an Honorary Doctorate in Business Administration from The Manchester Metropolitan University. OTHER CURRENT PUBLIC BOARD DIRECTORSHIPS • None |

  32. CONTINUING DIRECTORS

    There are no family relationships among our directors and executive officers.

  33. CONTINUING DIRECTORS

    | 32 | | | 2023 PROXY STATEMENT |

  34. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Through August 2022, each non-employee director was entitled to receive equity awards under our 2019 Equity Incentive Plan (the “2019 Plan”) in the form of options to purchase shares of our Class A common stock (an “Option”), restricted stock unit (“RSU”) awards, or a 50%-50% combination thereof pursuant to our “Equity Choice Program” as described in the “Compensation Discussion and Analysis—Equity Choice Program” section below. Since September 2022, non-employee directors are entitled to receive equity awards solely in RSUs. Non-employee directors do not receive any cash compensation for service on our Board. Our compensation arrangements for non-employee directors are reviewed periodically by our compensation committee and our Board. In addition, at the compensation committee’s direction, Compensia, Inc. (“Compensia”), the compensation committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group. Initial Equity Grant. Each non-employee director appointed to our Board is granted an initial equity award having an aggregate value of $500,000 based on the preceding 15-day volume weighted average price of our Class A common stock. Through August 2022, such grants were made pursuant to the “Equity Choice Program,” and following September 2022, such awards are made in the form of RSUs. Each award will vest with respect to 1/3rd of the total number of shares subject to such award on each annual anniversary of the grant, in each case, so long as such non-employee director continues to provide service through such date. Each initial equity grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in the 2019 Plan). Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board and will continue to serve on our Board immediately following the date of such annual meeting, will automatically be granted RSUs having an aggregate value of $325,000 based on the preceding 15-day volume weighted average price of our Class A common stock (the “Annual Equity Grant”). In February 2023, the Board amended the non-employee director compensation program to provide for the grant, on the date of each annual meeting of stockholders, to the non-employee Chairperson of the Board and each Chairperson of a committee of the Board, of an annual incremental RSU award having an aggregate value of $90,000 and $15,000, respectively, based on the preceding 15-day volume weighted average price of our Class A common stock (the “Annual Chairperson Equity Grants”). Accordingly, on March 7, 2023, the non-employee Chairperson of the Board and each Chairperson of a committee of the Board received an additional equity grant having an aggregate value of $67,500 and $11,250, respectively, prorated from March 7, 2023 through the date of the next annual meeting of stockholders, based on the preceding 15-day volume weighted average price of our Class A common stock. Each of the Annual Equity Grant and Annual Chairperson Equity Grant will typically vest with respect to 1/4th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant, such that the equity award will be fully vested on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of stockholders, in each case, so long as such non-employee director continues to provide service through such date. Given the timing of the first Annual Chairperson Equity Grants, the March 7, 2023 Annual Chairperson Equity Grants vest with respect to one-third of the total number of RSUs subject to such awards on each of (i) June 6, 2023, (ii) September 6, 2023 and (iii) the earlier of (A) December 6, 2023 and (B) the date of the Company’s 2023 Annual Meeting. Each Annual Equity Grant and Annual Chairperson Equity Grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2019 Plan).

  35. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 2023 PROXY STATEMENT | | | 33 |

  36. NON-EMPLOYEE DIRECTOR COMPENSATION

    The following table provides information for the fiscal year ended June 30, 2023 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of Fiscal 2023, other than Messrs. McCarthy and Foley. Messrs. McCarthy (our current CEO and President) and Foley (the former Executive Chair of our Board and previously our CEO) are not included in the table below, as they served as employees of the Company in Fiscal 2023 and received no additional compensation for their service as directors. The compensation received by Messrs. McCarthy and Foley as employees is shown in the “Executive Compensation—Fiscal 2023 Summary Compensation Table” below.

  37. NON-EMPLOYEE DIRECTOR COMPENSATION

    | NAME | RESTRICTED STOCK UNIT AWARDS ($)(1)(4) | TOTAL ($) | | KAREN BOONE | 440,333(2) | 440,333(2) | | JON CALLAGHAN | 362,212 | 362,212 | | JAY HOAG | 373,382(3) | 373,382(3) | | PAMELA THOMAS-GRAHAM | 373,382(3) | 373,382(3) | | ANGEL L. MENDEZ | 362,212 | 362,212 | | JONATHAN MILDENHALL | 362,212 | 362,212 | | TOTAL | | $2,273,734 |

  38. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) The amounts reported in this column represent the aggregate grant date fair value of RSU awards made to directors in Fiscal 2023 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718. These amounts do not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock. There were no fees earned or paid in cash or option awards awarded to or earned by directors in Fiscal 2023. |

  39. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) In February 2023, the Board amended the non-employee director compensation program to grant the non-employee Chairperson of the Board and each Chairperson of a Committee of the Board an incremental equity award. Accordingly, on March 7, 2023, Ms. Boone received incremental prorated grants of RSUs having values of $67,000 and $11,250 for her roles as Chairperson of the Board and as Chairperson of the Audit Committee, respectively, The aggregate grant date fair value of the March 7, 2023 incremental RSU awards was $78,122. |

  40. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) In connection with the amendment to the non-employee director compensation program described above, on March 7, 2023, Mr. Hoag and Ms. Thomas-Graham each received an incremental prorated grant of RSUs having a value of $11,250 each, for their roles as a Chairperson of the Compensation Committee and Chairperson of the Nominating, Governance, and Corporate Responsibility Committee, respectively. The aggregate grant date value of the March 7, 2023 incremental RSU awards was $11,170 for each of Mr. Hoag and Ms. Thomas-Graham. |

  41. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (4) The following table sets forth information regarding the aggregate number of shares of our Class A common stock and Class B common stock underlying outstanding stock options and RSUs held by our non-employee directors as of June 30, 2023: |

  42. NON-EMPLOYEE DIRECTOR COMPENSATION

    | NAME | NUMBER OF SHARES UNDERLYING UNEXERCISED STOCK OPTIONS HELD AT FISCAL YEAR END | NUMBER OF SHARES UNDERLYING UNVESTED RSUS HELD AT FISCAL YEAR END | | KAREN BOONE | 472,319(1) | 18,466 | | JON CALLAGHAN | 40,435 | 14,535 | | JAY HOAG | 40,435 | 15,097 | | PAMELA THOMAS-GRAHAM | 383,554(2) | 15,097 | | ANGEL L. MENDEZ | 24,859 | 14,535 | | JONATHAN MILDENHALL | 24,859 | 14,535 |

  43. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) 450,000 of these unexercised options are options to purchase shares of our Class B common stock. |

  44. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) 368,116 of these unexercised options are options to purchase shares of our Class B common stock. |

  45. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 34 | | | 2023 PROXY STATEMENT |

  46. NON-EMPLOYEE DIRECTOR COMPENSATION

    | PELOTON INTERACTIVE, INC. PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  47. NON-EMPLOYEE DIRECTOR COMPENSATION

    Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending June 30, 2024 and recommends that stockholders vote for ratification of such appointment. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024 requires the affirmative vote of the holders of a majority of the voting power of our Class A common stock and Class B common stock, voting together as a single class, that are present in person (virtually) or represented by proxy at the Annual Meeting. In the event that the appointment of Ernst & Young LLP is not ratified by our stockholders, the audit committee will consider whether it is appropriate to appoint another independent registered public accounting firm, but it will not be obligated to do so. Even if the appointment is ratified, the audit committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Ernst & Young LLP audited our financial statements for the fiscal year ended June 30, 2023 and has served as our independent registered public accounting firm since 2017. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.

  48. BUSINESS UPDATE

    | FISCAL 2023 EXECUTIVE COMPENSATION HIGHLIGHTS Consistent with our performance and compensation objectives, the compensation committee and our Board took the following actions relating to the compensation of our named executive officers for and during Fiscal 2023: • Base Salary — The compensation committee reviews the base salaries of our executive officers on an annual basis and considers potential changes based on market data and individual performance and responsibilities, among other factors. In August 2022, the compensation committee determined to maintain the annual base salaries for our CEO and our other named executive officers who were employed by the Company at that time at their Fiscal 2022 levels, except for Mr. Cortese and Ms. Cotter, whose base salaries were increased from $600,000 to $1,000,000 and from $525,000 to $1,000,000, respectively. Additionally, in May 2023 our Board determined to increase Mr. McCarthy’s base salary from $1,000,000 to $1,250,000. • No Annual Cash Bonus Program — For Fiscal 2023, we continued our historical practice of not maintaining a formal annual cash bonus plan for our executive officers, including our named executive officers. Our compensation program includes using “fixed” pay in the form of base salaries and “variable” pay in the form of long-term equity awards. • Regular Long-Term Incentive Compensation Awards — We believe providing variable pay in the form of long-term equity awards motivates and rewards individual initiative and effort, and the compensation committee designed our Fiscal 2023 compensation program so that a meaningful portion of our executive officers’ annual target total direct compensation was both “at-risk” and variable in nature. During Fiscal 2023, we continued our practice of making our regular bi-annual “refresh” equity awards to each of Mr. Cortese and Ms. Cotter, whose awards were effective September 1, 2022 and March 1, 2023, respectively. The remaining named executive officers did not receive “refresh” equity awards during Fiscal 2023 for the following reasons: • Mr. McCarthy’s February 2022 equity awards were intended to be granted in lieu of any additional compensatory equity awards through approximately February 2026. • Ms. Coddington’s June 2022 new hire equity award was intended to be granted in lieu of any “refresh” equity awards she otherwise would have received during her first year of service. • Ms. Berland was hired in January 2023 and received a new hire equity award at that time, and therefore was not eligible for the second bi-annual “refresh” equity award given the proximity in time. • Mr. Foley was in the process of on-going discussions of his September 2022 transition at the time the first bi-annual “refresh” equity award was granted. Effective September 2022, we also granted “Together We Go Far” equity awards to certain of our employees, including Mr. Cortese and Ms. Cotter, to motivate and retain our employees in light of our Restructuring Plan that was implemented in Fiscal 2022. The March 2023 “refresh” equity awards were granted pursuant to our “Equity Choice Program,” as described below; while the September 2022 “refresh” and “Together We Go Far” equity awards were not granted pursuant to this program and therefore were granted solely in the form of RSU awards. All equity awards were granted pursuant to our 2019 Plan. These equity awards were granted to align our named executive officers’ incentives with the long-term interests of the Company and our stockholders and to focus our named executive officers on achieving our financial and strategic objectives. We believe that this approach provides balanced incentives for our executive officers to drive financial performance and further enhance their focus on long-term growth relative to shorter-term metrics. • Founder Transition Agreement with Mr. Foley — During Fiscal 2023, we entered into a founder transition agreement with Mr. Foley in connection with the Company’s and Mr. Foley’s mutual determination that Mr. Foley would step down from his position as our Executive Chair and to no longer serve as a member of our Board effective September 12, 2022 (the “Founder Transition Agreement”). The Founder Transition Agreement generally provided for Mr. Foley’s receipt of the non-change in control severance payments and benefits provided under our Severance and Change in Control Plan (the “Severance Plan”), except that the Company-paid health continuation coverage continues for up to 18 (rather than 12) months, and his vested stock options, which included stock options that were subject to accelerated vesting for 12 months beyond his separation date, pursuant to the Severance Plan, will remain exercisable through June 30, 2025. All option awards that would have remained unvested after the 12-month |

  49. BUSINESS UPDATE

    | anniversary of his separation date, for which vesting was not accelerated, were forfeited. The Founder Transition Agreement also required that Mr. Foley would be subject to non-competition and non-solicitation covenants for one year post-termination and a one-year standstill restriction. For a summary of the material terms and conditions of the Founder Transition Agreement, see “Post-Employment Compensation — Founder Transition Agreement” below in this CD&A. • New Compensation Arrangements with Ms. Berland — During Fiscal 2023, we entered into an employment offer letter with Ms. Berland in connection with her appointment as our Chief Marketing Officer. This offer letter generally provides for her base salary, new hire equity awards, and eligibility to participate in the Severance Plan as a Tier 1 participant. For a summary of the material terms and conditions of this employment offer letter, see “Executive Compensation — Employment Arrangements” below. In establishing Ms. Berland’s initial compensation arrangements, we took into consideration the requisite experience and skills that a qualified candidate would need to manage a growing business in a dynamic and ever-changing environment, the competitive market for similar positions at other comparable companies based on a review of compensation survey data, new Chief Marketing Officer pay packages at top technology companies, and the need to integrate her into the executive compensation structure that we have developed since our initial public offering, balancing both competitive and internal equity considerations. |

  50. RELATIONSHIP BETWEEN PAY AND PERFORMANCE

    RELATIONSHIP BETWEEN PAY AND PERFORMANCE We strive to design our executive compensation program to balance the goals of attracting, motivating, rewarding, and retaining our executive officers, including our named executive officers, with the goal of promoting the interests of our stockholders. To ensure this balance and to motivate and reward individual initiative and effort, we seek to ensure that our program is designed so that a meaningful portion of our executive officers’ annual target total direct compensation is both “at-risk” and variable in nature. While we do not determine either “variable” or “fixed” pay for each executive officer with reference to a specific percentage of target total direct compensation, consistent with our “pay-for-performance” philosophy, generally, we seek to emphasize variable pay over fixed pay. Generally, this philosophy is reflected in the target total direct compensation opportunities of our named executive officers. In Fiscal 2023, a substantial majority of the target total direct compensation granted to most of our executive officers consisted of variable pay consisting of long-term incentive compensation in the form of RSU awards that may be settled for shares of our Class A common stock. Mr. McCarthy did not receive equity incentive compensation in Fiscal 2023 because the Board granted to him an Option in Fiscal 2022 with the intent that Mr. McCarthy would not be granted any additional equity awards for approximately four more years. These variable pay elements ensured that a substantial majority of most of our named executive officers’ target total direct compensation for Fiscal 2023 was contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below grant levels commensurate with our actual performance. As we continue to mature as a public company, we believe that the compensation elements provided to all of our executive officers, including our named executive officers, will continue to emphasize “at-risk” and variable pay that should enable us to provide a balanced set of incentives for our executive officers to meet our business objectives and drive long-term growth.

  51. WHAT WE DO

    | • | Maintain an Independent Compensation Committee with Independent Compensation Consultant. The compensation committee consists solely of independent directors who establish our compensation practices. The compensation committee consults with an independent compensation consultant on compensation levels and practices. |

  52. WHAT WE DO

    | • | Multi-Year Vesting Requirements. The annual equity awards granted to our named executive officers vest over multi-year periods, consistent with current market practice and our retention objectives. |

  53. WHAT WE DO

    | • | “Double-Trigger” Change in Control Arrangements. Under our Severance Plan, all change in control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company and a qualifying termination of employment before payments and benefits are paid). |

  54. WHAT WE DO NOT DO

    | • | No Excise Tax Payments on Change in Control Compensation Arrangements. We do not provide any “golden parachute” excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. |

  55. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Provide market competitive compensation and benefit levels that will attract, motivate, reward, and retain a highly talented team of executives within the context of responsible cost management; |

  56. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation; and |

  57. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    Through Fiscal 2023, the compensation committee structured the annual compensation of our executive officers, including our named executive officers, using two principal elements: base salary and long-term incentive compensation opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. More specifically, we seek to align our longer-term incentive compensation with the objective of enhancing stockholder value over the long term. We believe the use of equity awards strongly links the interests of our executive officers to the interests of our stockholders. In addition, our total compensation packages must be competitive with other companies in our industry to ensure that we can continue to attract, motivate, reward, and retain the executive officers who we believe

  58. ROLE OF THE COMPENSATION COMMITTEE

    ROLE OF THE COMPENSATION COMMITTEE The compensation committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers, including our named executive officers. In addition, the compensation committee also makes recommendations to our Board for compensation programs for the non-employee members of our Board. In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies, and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our executive officers when making decisions with respect to their compensation. The compensation committee conducts an evaluation of our executive compensation program each year to determine if any changes are appropriate. In addition, the compensation committee conducts an annual review of the compensation arrangements of our executive officers, including our named executive officers, typically during the first quarter of the fiscal year. The compensation committee has delegated authority to the chairperson of the compensation committee and to our CEO and our Chief People Officer to grant a limited number of equity awards (subject to limitations, and limited to non-executive equity awards in the case of our CEO and Chief People Officer). This delegation of authority assists our Board and compensation committee in administering their duties with respect to the grant of equity awards.

  59. SETTING TARGET TOTAL DIRECT COMPENSATION

    | • | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; |

  60. SETTING TARGET TOTAL DIRECT COMPENSATION

    | • | the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; |

  61. SETTING TARGET TOTAL DIRECT COMPENSATION

    | • | the compensation practices of our compensation peer group and selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of executive officer compensation levels based on an analysis of competitive market data; |

  62. SETTING TARGET TOTAL DIRECT COMPENSATION

    These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. In making their decisions, which are subjective in nature, the members of the compensation committee consider all of this information in view of their individual experience, knowledge of our company, knowledge of the competitive market, knowledge of each executive officer, and business judgment. The compensation committee does not use benchmarking in a formulaic manner against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers. Instead, in making its determinations, with the assistance of its independent compensation consultant, the compensation committee reviews surveys and other publicly available information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment to gain a general understanding of market compensation levels.

  63. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT Pursuant to its charter, the compensation committee has the authority to engage external advisors, including compensation consultants, legal counsel, and other advisors to assist it in discharging the responsibilities of our Board relating to the compensation of our executive officers, including our named executive officers. In Fiscal 2023, the compensation committee continued to engage Compensia, a national compensation consultant, to advise on various executive and director compensation-related matters, which included providing information, analysis, and other advice during Fiscal 2023, including assistance with the development of a compensation peer group. Other than advising the compensation committee, neither Compensia nor any of its affiliates maintain any other direct or indirect business relationships with us or any of our subsidiaries. The compensation committee has considered the independence of Compensia, consistent with the requirements of Nasdaq, and has determined that Compensia is independent. Further, pursuant to SEC rules and Nasdaq listing standards, the compensation committee conducted a conflicts of interest assessment and determined there was no conflict of interest resulting from the services Compensia provided in Fiscal 2023. During Fiscal 2023, Compensia did not provide any services to us other than as described below and described under “Non-Employee Director Compensation” above, regarding executive and director compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees. During Fiscal 2023, Compensia worked with the compensation committee as requested and provided various services, including the following:

  64. COMPENSATION CONSULTANT

    | • | the review, analysis, and updating of our compensation peer group; |

  65. COMPENSATION CONSULTANT

    | • | the review and analysis of the base salary levels and long-term incentive compensation opportunities of our executive officers, including our named executive officers, against competitive market data based on the companies in our compensation peer group and in selected broad-based compensation surveys; |

  66. COMPENSATION CONSULTANT

    | • | an update on regulatory developments and market trends; |

  67. COMPENSATION CONSULTANT

    | • | an analysis of competitive market data for the CEO position, which was based on compensation peer group data |

  68. COMPENSATION CONSULTANT

    | • | the review and analysis of the compensation arrangements of the non-employee members of our Board against competitive market data based on the companies in our compensation peer group, and relating to service as Chairperson of the Board or Chairperson of a committee of the Board; |

  69. COMPENSATION CONSULTANT

    | • | the review and analysis of compensation recovery policy competitive practices; and |

  70. COMPENSATION CONSULTANT

    | • | the review and assessment of the risk profile of our compensation programs. |

  71. COMPETITIVE POSITIONING

    COMPETITIVE POSITIONING At the request of our management, Compensia developed an updated compensation peer group in June 2022 consisting of technology companies that were similar to us in terms of revenue, market capitalization, and industry focus to prepare a competitive market analysis of our executive compensation program. Subsequently, this compensation peer group was used by Compensia to prepare its competitive market analysis. This analysis was made available to the compensation committee for purposes of making decisions in August 2022 about the Fiscal 2023 compensation of our named executive officers. In evaluating and updating the companies comprising the compensation peer group, Compensia considered the following primary criteria:

  72. COMPETITIVE POSITIONING

    | • | companies with a primary focus on technology companies with a strong consumer orientation and/or subscription model, with a secondary focus on consumer/entertainment companies; |

  73. COMPETITIVE POSITIONING

    | • | companies with similar revenues – within a range of approximately 0.5x to approximately 2.0x of our last four fiscal quarters’ revenues of approximately $3.8 billion; and |

  74. COMPETITIVE POSITIONING

    | 52 | | | 2023 PROXY STATEMENT |

  75. COMPETITIVE POSITIONING

    | • | companies with similar market capitalization – within a range of approximately 0.3x to approximately 3.0x our 30-day average market capitalization of $4.95 billion as of June 9, 2022. |

  76. COMPETITIVE POSITIONING

    After a review of the peer group companies, the compensation committee elected to make the following changes to our peer group for Fiscal 2023 due primarily to changing revenue and market capitalization ranges:

  77. COMPETITIVE POSITIONING

    | • | Added: Dropbox, IAC/InterActiveCorp, Nutanix, Sonos, and Zendesk. |

  78. COMPETITIVE POSITIONING

    | • | Removed: Autodesk, Cadence Design Systems, Snap, Synopsys, and Workday. |

  79. COMPETITIVE POSITIONING

    The companies comprising the Fiscal 2023 compensation peer group were as follows:

  80. COMPETITIVE POSITIONING

    | DOCUSIGN | NUTANIX | TAKE-TWO INTERACTIVE SOFTWARE | | DOORDASH | OKTA | TWILIO | | DROPBOX | PINTEREST | TWITTER | | ELECTRONIC ARTS | RINGCENTRAL | ZENDESK | | GODADDY | ROKU | ZILLOW GROUP | | IAC/INTERACTIVECORP | SONOS | ZOOM VIDEO COMMUNICATIONS | | MATCH GROUP | SPLUNK | |

  81. COMPETITIVE POSITIONING

    The compensation committee used data drawn from the companies in our compensation peer group, as well as data from a custom data cut of 19 of 20 of the peer group companies drawn from the Radford Global Compensation Database and a broad survey cut covering U.S.-based technology companies with revenue between $3.0 billion and $5.0 billion from the Radford Global Compensation Database where insufficient data was reported in the custom peer survey, to evaluate and analyze the competitive market when determining the total direct compensation of our named executive officers, including base salary and long-term incentive compensation opportunities in the form of equity awards. The compensation committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. The compensation committee reviews our compensation peer group annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  82. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. In Fiscal 2023, we granted the following types of equity awards to our named executive officers:

  83. LONG-TERM INCENTIVE COMPENSATION

    | • | Regular bi-annual refresh grants (the “Refresh Grants”). The Refresh Grants are part of our regular practice of splitting annual equity awards for each fiscal year into two separate grants, the total value of which is intended to align with competitive market compensation. The Refresh Grants are awarded to incentivize and reward our executive officers, including our named executive officers, for long-term corporate growth based on the value of our Class A common stock and, thereby, to align their interests with the interests of our stockholders. |

  84. LONG-TERM INCENTIVE COMPENSATION

    | • | “Together We Go Far” achievement equity awards (the “Together We Go Far Grants”), to reward and retain certain executive officers in light of our Restructuring Plan. |

  85. LONG-TERM INCENTIVE COMPENSATION

    | • | New hire equity award grants to Ms. Berland in connection with her commencement of employment with us, the details of which are described further below under the heading “ — New Hire Equity Award for Ms. Berland.” |

  86. LONG-TERM INCENTIVE COMPENSATION

    The realized value of each of these equity awards bears a direct relationship to our stock price, and, therefore, our compensation committee believes these awards are an incentive for our executive officers to create value for our stockholders over, in most cases, a multi-year period. Equity awards also help us retain our executive officers in a highly competitive market. To date, the compensation committee has not applied a rigid formula in determining the size of these equity awards. The compensation committee determines the amount of the equity award for each executive officer, including each named executive officer, after taking into consideration an analysis of market compensation data from the companies in our compensation peer group, the amount of equity compensation held by the executive officer at the time of grant (including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our retention objectives), if applicable, our contemplated equity budget and potential award ranges for our employees, including our

  87. LONG-TERM INCENTIVE COMPENSATION

    | 54 | | | 2023 PROXY STATEMENT |

  88. LONG-TERM INCENTIVE COMPENSATION

    executive officers, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, the recommendations of our CEO (except with respect to his own equity awards, if any), and the other relevant factors described in “Compensation-Setting Process–Setting Target Total Direct Compensation” above. Under the Equity Choice Program, the compensation committee can exercise its discretion to permit our executive officers, including our named executive officers, receiving equity awards to elect the form of equity award granted to them under the 2019 Plan. Subject to the discretion of the compensation committee, eligible recipients may elect to receive an equity award either in the form of Options or RSU awards as follows:

  89. LONG-TERM INCENTIVE COMPENSATION

    | • | 100% of the grant value of the equity award in the form of an Option; |

  90. LONG-TERM INCENTIVE COMPENSATION

    | • | 50% of the grant value of the equity award in the form of an Option and 50% of the grant value of the equity award in the form of an RSU award; or |

  91. LONG-TERM INCENTIVE COMPENSATION

    | • | 100% of the grant value of the equity award in the form of an RSU award. |

  92. LONG-TERM INCENTIVE COMPENSATION

    If an eligible recipient does not make a timely election as to the form of their equity award, 100% of the grant value of such executive officer’s equity award under the Equity Choice Program is granted in the form of an Option. Pursuant to the approval of the compensation committee, our executive officers, including our named executive officers, had the ability to participate in the Equity Choice Program with respect to the equity awards granted to them in March 2023 only. In addition, Ms. Berland had the ability to participate in the Equity Choice Program with respect to her new hire equity award, as provided in her employment offer letter. Other equity awards granted to our named executive officers during Fiscal 2023 were not pursuant to the Equity Choice Program. Below we describe in further detail the equity awards we granted to our named executive officers during Fiscal 2023.

  93. September 2022 Equity Awards

    September 2022 Equity Awards Effective September 2022, the compensation committee approved the grant to our executive officers, including Mr. Cortese and Ms. Cotter, of the first Fiscal 2023 bi-annual Refresh Grants as well as Together We Go Far Grants, both in the form of RSU awards. The number of RSUs subject to each award was based on the preceding 15-day volume weighted average price of our Class A common stock. The table set forth below indicates, for each of Mr. Cortese and Ms. Cotter, the value of the named executive officer’s Refresh Grant and Together We Go Far Grant (each computed in accordance with FASB Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”)). The other named executive officers were not granted Refresh Grants or Together We Go Far Awards because:

  94. September 2022 Equity Awards

    | • | In connection with his appointment as CEO, Mr. McCarthy’s new hire equity award granted in Fiscal 2022 was intended to be granted in lieu of any additional equity awards for approximately four years. |

  95. September 2022 Equity Awards

    | • | Ms. Coddington, our CFO, had recently been granted a new hire equity award, the value of which was intended to be in lieu of additional equity awards for her first year of service. |

  96. September 2022 Equity Awards

    | • | Ms. Berland became an executive officer of the Company in January 2023. |

  97. September 2022 Equity Awards

    | | 2023 PROXY STATEMENT | | | 55 |

  98. September 2022 Equity Awards

    | • | Mr. Foley separated from the Company, effective September 12, 2022. |

  99. September 2022 Equity Awards

    | NAMED EXECUTIVE OFFICER | REFRESH GRANTS (RSU AWARDS) (FAIR MARKET VALUE) | TOGETHER WE GO FAR GRANTS (RSU AWARDS) (FAIR MARKET VALUE) | AGGREGATE VALUE OF RSU AWARDS (FAIR MARKET VALUE) | AGGREGATE RSU AWARDS (NUMBER OF UNITS) | | MR. CORTESE | $2,587,250 | $2,306,102 | $4,893,352 | 476,007 | | MS. COTTER | $2,587,250 | $2,306,102 | $4,893,352 | 476,007 |

  100. September 2022 Equity Awards

    The Refresh Grants and the Together We Go Far Grants vest over a four-year period, with 1/16th of the total number of RSUs subject to the equity award vesting quarterly starting on the first quarterly vesting date following the award grant date (September 1, 2022), in each case, for so long as the named executive officer continues to provide services to us or any of our subsidiaries on such date. For purposes of these Refresh Grants and Together We Go Far Grants, the first quarterly vesting dates occur on each of February 15th, May 15th, August 15th, and November 15th.

  101. March 2023 Equity Awards

    March 2023 Equity Awards Effective March 2023, the compensation committee approved the grant to Mr. Cortese and Ms. Cotter of the second Fiscal 2023 bi-annual Refresh Grants, which they elected to receive in the form of RSU awards under our revised Equity Choice Program. The number of RSUs subject to each award was based on the preceding 15-day volume weighted average price of our Class A common stock. The table set forth below indicates, for each of Mr. Cortese and Ms. Cotter, the value of the named executive officer’s Refresh Grant (computed in accordance with FASB ASC Topic 718). The other named executive officers were not granted Refresh Grants in March 2023 for the reasons noted above and, in the case of Ms. Berland, because her new hire equity award was granted in January 2023, within a short period prior to the March 2023 Refresh Grant approval.

  102. March 2023 Equity Awards

    | NAMED EXECUTIVE OFFICER | REFRESH GRANTS (RSU AWARD) (FAIR MARKET VALUE) | REFRESH GRANTS (RSU AWARD) (NUMBER OF UNITS) | | MR. CORTESE | $3,001,230 | 237,064 | | MS. COTTER | $3,001,230 | 237,064 |

  103. March 2023 Equity Awards

    The Refresh Grants vest over a four-year period, with 1/16th of the total number of RSUs subject to the equity award vesting quarterly starting on the first quarterly vesting date following the award grant date (March 1, 2023), in each case, for so long as the named executive officer continues to provide services to us or any of our subsidiaries on such date. For purposes of these Refresh Grants, the first quarterly vesting dates occur on each of February 15th, May 15th, August 15th, and November 15th.

  104. New Hire Equity Award for Ms. Berland

    New Hire Equity Award for Ms. Berland In February 2023, in connection with her appointment as our Chief Marketing Officer, Ms. Berland was granted an RSU award with a value equal to $9,000,000 (the “Berland RSU Award”). The number of RSUs subject to the Berland RSU award was based on the preceding 15-day volume weighted average price of our Class A common stock. The Berland RSU Award vests and will be settled over four years, with 1/4th of the RSUs subject to the award vesting on February 1, 2024, the one-year anniversary date of the grant of the award and thereafter as to 1/16th of the RSUs subject to the award vesting on each quarterly vesting date

  105. New Hire Equity Award for Ms. Berland

    | 56 | | | 2023 PROXY STATEMENT |

  106. New Hire Equity Award for Ms. Berland

    of such award, subject to Ms. Berland’s continuous service to us through each vesting date. For purposes of the Berland RSU Award, the quarterly vesting dates are the first trading day on or after each of September 15th, December 15th, March 15th, and June 15th. The equity awards granted to our named executive officers during Fiscal 2023 are set forth in the “Fiscal 2023 Summary Compensation Table” and the “Fiscal 2023 Grants of Plan-Based Awards Table” below.

  107. POST-EMPLOYMENT COMPENSATION

    POST-EMPLOYMENT COMPENSATION Each of our named executive officers has entered into a participation agreement under our Severance Plan, which provides certain protections in the event of their involuntary termination of employment under specified circumstances, including following a change in control of our Company. The provisions of the Severance Plan supersede the post-employment compensation provisions contained in our named executive officers’ employment offer letters. These arrangements provide reasonable compensation to a named executive officer if they leave our employ under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to execute (and not revoke) a general release of claims acceptable to us, and agreeing to be bound by certain restrictive covenants, as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements help maintain our named executive officers’ continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of our Company. In determining payment and benefit levels under the various circumstances triggering post-employment compensation provisions under the Severance Plan, the compensation committee has drawn a distinction between (i) voluntary terminations of employment without good reason or terminations of employment for cause and (ii) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in light of the benefits described in the prior paragraph, as well as the likelihood that the named executive officer’s departure is due, at least in part, to circumstances not within their control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either performance challenges or an affirmative decision by the named executive officer to end their relationship without fault by our Company. All payments and benefits under the Severance Plan in the event of a change in control of our Company are payable only if there is a loss of employment by a named executive officer during the “change in control period” (a so-called “double-trigger” arrangement). Under their employment letters, the “change in control period” for Mr. McCarthy and Mses. Coddington and Berland includes the 120-day period immediately prior to a “change in control” (as defined in the Severance Plan), in addition to the 12-month period following a change in control of the Company (which period applies to all other participants in the Severance Plan). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of our Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. In the event of a change in control of our Company, to the extent Section 280G or 4999 of the Code is applicable to a named executive officer, such individual is entitled to receive either payment of the full amounts specified in the Severance Plan to which they are entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving the greatest after-tax amount. We believe that having in place reasonable and competitive post-employment compensation arrangements in the event of a change in control of our Company are essential to attracting and retaining highly-qualified executive officers. The compensation committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our executive officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

  108. POST-EMPLOYMENT COMPENSATION

    Founder Transition Agreement We entered into a Founder Transition Agreement with Mr. Foley in connection with the Company’s and Mr. Foley’s mutual decision that Mr. Foley would step down from his position as our Executive Chair and no longer serve as a member of our Board effective September 12, 2022 (the “Separation Date”). In consideration for his release of claims in favor of the Company, and agreement to non-competition and non-solicitation covenants for one year post-termination and a one-year standstill restriction, we agreed to provide Mr. Foley with the non-change in control severance payments and benefits provided under the Severance Plan to which he was entitled for a termination without Cause (as defined in the Severance Plan), except that:

  109. POST-EMPLOYMENT COMPENSATION

    | • | his stock options vested as of the Separation Date, including those unvested stock options whose vesting was accelerated by 12 months from his separation date pursuant to the terms provided under the Severance Plan, will remain exercisable through June 30, 2025. |

  110. POST-EMPLOYMENT COMPENSATION

    For a summary of the material terms and conditions of the post-employment compensation arrangements we maintained with our named executive officers during Fiscal 2023, as well as an estimate of the potential payments and benefits that certain named executive officers would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on June 30, 2023, see “Potential Payments Upon Termination or Change in Control” below. In connection with their departures, we entered into severance or transition agreements with each of our named executive officers who departed in Fiscal 2023 or Fiscal 2024. The material terms of these agreements are described below under “Offer Letters.”

  111. EQUITY GRANTING POLICY

    EQUITY GRANTING POLICY We maintain an equity award granting policy as follows:

  112. EQUITY GRANTING POLICY

    | • | In the case of a grant to a newly hired employee, the effective date of grant of an equity award, or grant date, will be the first day of the month (or if such date is not a trading day, on the next trading day) immediately following the date on which the compensation committee approves the grant, or such other date as approved by the compensation committee with advice of legal counsel. All grants are conditioned on the employee being an employee with us on the grant date. In addition, the vesting commencement date for any such new-hire grant will be the newly hired employee’s hire date. |

  113. EQUITY GRANTING POLICY

    | • | In the case of an equity award granted for “refresh,” promotion, or other discretionary purposes, the effective date of grant will be the first day of the month (or if such date is not a trading day, on the next trading day) immediately following the date on which the compensation committee approves the grant. However, if such date falls within a trading blackout period, then the grant date will be on the next trading day immediately following the public dissemination of the information giving rise to the blackout period, or such other date as approved by the compensation committee with advice of legal counsel. |

  114. EQUITY GRANTING POLICY

    | • | The exercise price of any option to purchase shares of our Class A common stock or any stock appreciation right to purchase shares of our Class A common stock will be the closing price of our Class A common stock on the grant date on the principal national securities exchange on which our Class A common stock is listed or admitted to trade. |

  115. ACCOUNTING FOR STOCK-BASED COMPENSATION

    ACCOUNTING FOR STOCK-BASED COMPENSATION We follow FASB ASC Topic 718, Compensation—Stock Compensation, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all stock-based payments made to our employees and the non-employee members of our Board, including options to purchase shares of our Class A common stock and RSUs settled for shares of our Class A common stock, based on the grant date “fair value” of these awards. This calculation is performed for financial accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. FASB ASC Topic 718 also requires us to recognize the compensation cost of our stock-based compensation awards in our statement of operations over the period that a recipient is required to render services in exchange for the stock option or other award.

  116. FISCAL 2023 SUMMARY COMPENSATION TABLE

    FISCAL 2023 SUMMARY COMPENSATION TABLE The following table provides information concerning compensation to each of our named executive officers for all services rendered in all capacities during the last three or fewer fiscal years during which such individuals were named executive officers.

  117. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | BARRY MCCARTHY Chief Executive Officer and President | 2023 | 1,076,923 | — | — | 17,708(3) | 1,094,631 | | | 2022 | 357,692 | — | 167,628,328 | 87,400 | 168,073,420 | | ELIZABETH CODDINGTON Chief Financial Officer | 2023 | 1,038,462 | — | — | 291,942(4) | 1,330,404 | | | 2022 | 19,231 | 3,435,223 | 4,500,002 | — | 7,954,456 | | LESLIE BERLAND Chief Marketing Officer | 2023 | 453,846 | 12,737,029(5) | — | 12,307(6) | 13,203,183 | | JENNIFER COTTER Chief Content Officer | 2023 | 947,115 | 7,894,582 | — | 41,858(7) | 8,883,556 | | THOMAS CORTESE Chief Product Officer | 2023 | 961,539 | 7,894,582 | — | 13,060(8) | 8,869,180 | | | 2022 | 580,769 | — | 13,970,569 | 18,648 | 14,569,986 | | | 2021 | 500,000 | — | 8,496,068 | 19,115 | 9,015,183 | | JOHN FOLEY Former Executive Chairman and Former Chief Executive Officer | 2023 | 234,615 | — | 35,327,075(9) | 1,083,187(10) | 36,644,877 | | | 2022 | 1,000,000 | — | 15,091,152 | — | 16,091,152 | | | 2021 | 1,000,000 | — | 16,800,028 | — | 17,800,028 |

  118. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (1) The amounts in the Salary column represent salary for the applicable year. Salary amounts for Ms. Berland and Mr. Foley have been prorated to reflect a partial year of service in Fiscal 2023. For additional information regarding Mr. Foley’s departure in Fiscal 2023, see “Compensation Discussion and Analysis.” |

  119. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (2) The amounts reported in the Stock Awards column represent the grant date fair value of the RSU awards granted to our named executive officers during Fiscal 2023 as computed in accordance with FASB Accounting Standards Codification Topic 718, or FASB ASC Topic 718. |

  120. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | All amounts reported in these columns, including with respect to any incremental fair value, are non-cash amounts. The assumptions used in calculating the grant date fair value of the RSUs and Option award modifications reported in the Stock Awards and Option Awards columns are set forth in Note 15 of the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended June 30, 2023 filed with the SEC on August 23, 2023. These amounts do not reflect the actual economic value realized by our named executive officers, which will vary depending on the performance of our Class A common stock. For additional information, see “ —Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table.” |

  121. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (3) The amount reported reflects Section 401(k) Plan matching contributions. |

  122. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (4) The amount reported includes: (i) $265,592 for relocation benefits in connection with Ms. Coddington’s relocation to New York as part of her new hire arrangements, $108,942 of which was a tax gross-up payment by the Company to cover the taxes owed by Ms. Coddington in connection with the relocation benefit, (ii) $950 in reimbursement for legal services in connection with her hire as part of her new hire arrangements, and (iii) $25,400 for Section 401(k) Plan matching contributions. |

  123. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (5) Ms. Berland’s offer letter provided that she would be granted an equity award valued at $9,000,000 on the date of grant. As part of our customary practice, the number of RSUs subject to this award was calculated based on the 15-day volume weighted average price of our Class A common stock preceding the effective date of the award (February 1, 2023). As required by SEC rules, this amount represents the FASB ASC Topic 718 value of Ms. Berland’s RSU award. This value is calculated based on the value of our Class A common stock on the actual grant date, which was significantly greater than the 15-day volume weighted average price of our Class A common stock leading up to the grant date. |

  124. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | 62 | | | 2023 PROXY STATEMENT |

  125. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (6) The amount reported reflects Section 401(k) Plan matching contributions. |

  126. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (7) The amount reported includes: (i) $27,993 for expenses incurred related to security detail services provided to Ms. Cotter in connection with her role as Chief Content Officer, and (ii) $13,865 for Section 401(k) Plan matching contributions. |

  127. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (8) The amount reported reflects Section 401(k) Plan matching contributions. |

  128. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (9) The amount reported in the Option Awards column for Mr. Foley in Fiscal 2023 represents the incremental fair value of award modifications to all of Mr. Foley’s outstanding Options deemed to have occurred in connection with his termination of employment pursuant to his Founder Transition Agreement, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of his Options through June 30, 2025. There was no incremental fair value associated with the accelerated vesting of Mr. Foley’s Options and RSUs that occurred in connection with his termination of employment. |

  129. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | (10) The amount reported reflects $1,083,187 for base salary continuation and Company-paid health continuation benefits pursuant to the Severance Plan in accordance with Mr. Foley’s termination of employment, including tax gross-up payments by the Company to cover the taxes owed by Mr. Foley in connection with the Company’s provision of paid health continuation benefits in the amount of $46,002. |

  130. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | | 2023 PROXY STATEMENT | | | 63 |

  131. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information concerning each grant of an award made in Fiscal 2023 for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the Fiscal 2023 Summary Compensation Table.

  132. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | TYPE OF AWARD | GRANT DATE | APPROVAL DATE | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(2) | | BARRY MCCARTHY | — | — | | — | — | | ELIZABETH CODDINGTON | — | — | | — | — | | LESLIE BERLAND | RSU(1)(3) | 2/1/2023 | 1/27/2023 | 778,547 | 12,737,029(5) | | JENNIFER COTTER | RSU(1)(4) | 9/1/2022 | 8/30/2022 | 476,007 | 4,893,352 | | | RSU(1)(4) | 3/1/2023 | 2/28/2023 | 237,064 | 3,001,230 | | THOMAS CORTESE | RSU(1)(4) | 9/1/2022 | 8/30/2022 | 476,007 | 4,893,352 | | | RSU(1)(4) | 3/1/2023 | 2/28/2023 | 237,064 | 3,001,230 | | JOHN FOLEY | — | — | | — | 35,327,075(6) |

  133. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) There are no threshold, target, or maximum equity amounts for performance for the RSUs granted in Fiscal 2023. The RSUs granted in Fiscal 2023 have no exercise price. |

  134. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Except as noted, the amounts reported in the Grant Date Fair Value of Stock and Option Awards column represent the grant date fair value of the RSUs granted to our named executive officers during Fiscal 2023 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in the column are set forth in Note 15 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on August 23, 2023. Note that the amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs. |

  135. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) Vests as to 1/4th of the shares of our Class A common stock underlying the RSUs on the 1-year anniversary on February 1, 2024, the one-year anniversary date of the grant of the award, and at the rate of 1/16th of the RSUs quarterly thereafter, in each case subject to continued service. The RSU awards are subject to acceleration upon certain events described in “—Potential Payments upon Termination or Change in Control.” |

  136. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Vests quarterly at the rate of 1/16th of the shares of our Class A common stock underlying the RSUs following the vesting commencement date, in each case subject to continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |

  137. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) Ms. Berland’s offer letter provided that she would be granted an equity award valued at $9,000,000 on the date of grant. As part of our customary practice, the number of RSUs subject to this award was calculated based on the 15-day volume weighted average price of our Class A common stock preceding the effective date of the award (February 1, 2023). As required by SEC rules, this amount represents the FASB ASC Topic 718 value of Ms. Berland’s RSU award. This value is calculated based on the value of our Class A common stock on the actual grant date, which was significantly greater than the 15-day volume weighted average price of our Class A common stock leading up to the grant date. |

  138. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) The amount reported reflects the incremental fair value of award modifications to all of Mr. Foley’s outstanding Options deemed to have occurred in connection with Mr. Foley’s termination of employment pursuant to his Founder Transition Agreement, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of his Options until June 30, 2025. There was no incremental fair value associated with the accelerated vesting of Mr. Foley’s Options and RSUs that occurred in connection with his termination of employment. |

  139. FISCAL 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 64 | | | 2023 PROXY STATEMENT |

  140. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table presents, for each of the named executive officers, information regarding outstanding Option and RSU awards held as of June 30, 2023.

  141. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED($)(2) | | BARRY MCCARTHY | 2/9/2022(3) | 2,666,667 | 5,333,333 | 38.77 | 2/8/2032 | — | — | | ELIZABETH CODDINGTON | 6/13/2022(4) | 159,675 | 479,024 | 9.84 | 6/12/2032 | — | — | | | 6/13/2022(4) | — | — | — | — | 261,831 | 2,013,480 | | LESLIE BERLAND | 2/1/2023(4) | — | — | — | — | 778,547 | 5,987,026 | | JENNIFER COTTER | 6/13/2019(5) | 159,604 | — | 14.59 | 6/13/2029 | — | — | | | 2/28/2020(3) | 134,000 | 50,000 | 26.69 | 2/27/2030 | — | — | | | 9/16/2020(6) | 55,075 | 25,034 | 82.59 | 9/15/2030 | — | — | | | 3/1/2021(6) | 28,411 | 22,097 | 123.81 | 2/28/2031 | — | — | | | 9/1/2021(6) | 14,770 | 18,989 | 100.04 | 8/31/2031 | — | — | | | 9/1/2021(6) | 5,365 | 3,832 | 100.04 | 8/31/2031 | — | — | | | 9/1/2021(6) | — | — | — | — | 7,787 | 59,882 | | | 3/1/2022(6) | — | — | — | — | 101,372 | 779,551 | | | 9/1/2022(6) | — | — | — | — | 386,755 | 2,974,146 | | | 3/1/2023(6) | — | — | — | — | 222,247 | 1,709,079 | | THOMAS CORTESE | 7/13/2015(5) | 128,536 | — | 0.1875 | 7/12/2025 | — | — | | | 10/13/2017(5) | 200,000 | — | 2.89 | 10/12/2027 | — | — | | | 4/2/2018(5) | 400,000 | — | 3.28 | 4/1/2028 | — | — | | | 1/17/2019(5) | 1,500,000 | — | 8.82 | 1/16/2029 | — | — | | | 2/28/2020(3) | 333,333 | 66,667 | 26.69 | 2/27/2030 | — | — | | | 9/16/2020(6) | 79,432 | 36,105 | 82.59 | 9/15/2030 | — | — | | | 3/1/2021(6) | 47,539 | 36,975 | 123.81 | 2/28/2031 | — | — | | | 7/1/2021(6) | 20,914 | 20,913 | 122.16 | 6/30/2031 | — | — | | | 9/1/2021(7) | 16,603 | 11,859 | 100.04 | 8/31/2031 | — | — | | | 11/15/2021(8) | 10,101 | 12,988 | 47.49 | 11/14/2031 | — | — | | | 3/1/2022(6) | 147,104 | 323,626 | 27.62 | 2/28/2032 | — | — | | | 9/1/2022(6) | — | — | — | — | 386,755 | $2,974,146 | | | 3/1/2023(6) | — | — | — | — | 222,247 | 1,709,079 |

  142. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | 2023 PROXY STATEMENT | | | 65 |

  143. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | OPTION AWARDS(1) | | | | STOCK AWARDS(1) | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED($)(2) | | JOHN FOLEY | 10/13/2017(9) | 1,400,000 | — | 2.89 | 6/30/2025 | — | — | | | 4/2/2018(9) | 1,200,000 | — | 3.28 | 6/30/2025 | — | — | | | 1/17/2019(9) | 3,100,000 | — | 8.82 | 6/30/2025 | — | — | | | 2/28/2020(9) | 656,250 | — | 26.69 | 6/30/2025 | — | — | | | 9/16/2020(9) | 185,070 | — | 82.59 | 6/30/2025 | — | — | | | 3/1/2021(9) | 97,238 | — | 123.81 | 6/30/2025 | — | — | | | 9/1/2021(9) | 139,011 | — | 100.04 | 6/30/2025 | — | — | | | 9/1/2021(9) | 41,008 | — | 100.04 | 6/30/2025 | — | — |

  144. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (1) The outstanding Option and RSU awards granted on or after February 28, 2020, were granted under the 2019 Plan and are for shares of Class A common stock. All other outstanding Option awards were granted under the 2015 Plan and are for shares of Class B common stock. |

  145. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (2) Market value based on $7.69 per share, which was the closing market price of our Class A common stock on June 30, 2023. |

  146. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (3) Vests monthly at the rate of 1/48th of our Class A common stock underlying the Option award following the grant date, in each case subject to continued service. The Option awards are subject to acceleration upon certain events as described in “ —Potential Payments upon Termination or Change in Control.” |

  147. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (4) Vests with respect to 1/4th of our Class A common stock underlying the Option or RSU award on the one-year anniversary of the grant date, and as to 1/16th of our Class A common stock underlying the Option or RSU award quarterly thereafter, in each case subject to continued service. The Option and RSU awards are subject to acceleration upon certain events as described in “ —Potential Payments upon Termination or Change in Control.” |

  148. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (5) The Option is 100% vested and exercisable. |

  149. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (6) Vests quarterly at the rate of 1/16th of our Class A common stock underlying the Option or RSU award following the grant date, in each case subject to continued service. The Option and RSU awards are subject to acceleration upon certain events as described in “ —Potential Payments upon Termination or Change in Control.” |

  150. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (7) Vests quarterly at the rate of 1/12th of our Class A common stock underlying the Option award following the grant date, in each case subject to continued service. The Option award is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |

  151. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (8) Vests as to 1/16th of our Class A common stock underlying the Option award immediately upon the grant date, with the remainder vesting quarterly thereafter in equal installments, in each case subject to continued service. The Option award is subject to acceleration upon certain events as described in “ —Potential Payments upon Termination or Change in Control.” |

  152. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (9) These Options are 100% vested and exercisable, in accordance with the Founder Transition Agreement. |

  153. FISCAL 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 66 | | | 2023 PROXY STATEMENT |

  154. FISCAL 2023 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2023 STOCK OPTION EXERCISES AND STOCK VESTED TABLE The following table presents, for each of our named executive officers, information regarding shares of our common stock acquired upon the exercise of Option awards, and shares of common stock subject to RSU awards that vested, in each case during fiscal year ended June 30, 2023.

  155. FISCAL 2023 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1)(2) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(3) | | BARRY MCCARTHY | — | — | — | — | | ELIZABETH CODDINGTON | — | — | 87,277 | 825,204 | | LESLIE BERLAND | — | — | — | — | | JENNIFER COTTER | — | — | 144,391 | 1,584,553 | | THOMAS CORTESE | 300,828 | 2,790,951 | 104,069 | 1,109,560 | | JOHN FOLEY | 2,676,923 | 33,593,631 | — | — |

  156. FISCAL 2023 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) These values assume that the fair market value of the Class B common stock underlying certain of the Option awards, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. |

  157. FISCAL 2023 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) The aggregate value realized upon the exercise of an Option award represents the difference between the aggregate market price of the shares of our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, on the date of exercise and the aggregate exercise price of the stock option. In each case, the value realized is before payment of any applicable taxes and brokerage commissions, if any. |

  158. FISCAL 2023 STOCK OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) The aggregate value realized upon the vesting of a RSU award is the closing price on the vesting date. In each case, the value realized is before payment of any applicable taxes and brokerage commissions, if any. |

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  160. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table provides information concerning the estimated, or, in certain cases as noted, actual payments and benefits that would be provided in the circumstances described above for each of our named executive officers (except as noted). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  161. Potential Payments upon Termination or Change in Control Table

    | | UPON QUALIFYING TERMINATION — NO CHANGE IN CONTROL(1) | | | | UPON QUALIFYING TERMINATION — CHANGE IN CONTROL(1) | | | | | NAME(1) | CASH SEVERANCE ($) | CONTINUATION OF MEDICAL BENEFITS ($)(2) | VALUE OF ACCELERATED VESTING ($)(3) | TOTAL ($) | CASH SEVERANCE ($) | CONTINUATION OF MEDICAL BENEFITS ($)(4) | VALUE OF ACCELERATED VESTING ($)(3) | TOTAL ($) | | BARRY MCCARTHY | $1,250,000 | $39,238 | — | $1,289,238 | $1,875,000 | $58,856 | — | $1,933,857 | | ELIZABETH CODDINGTON | $1,000,000 | $2,656 | $1,824,660 | $2,827,316 | $1,500,000 | $3,984 | $8,165,480 | $9,669,464 | | LESLIE BERLAND | $1,000,000 | $39,122 | $3,283,284 | $4,322,406 | $1,500,000 | $58,683 | $11,523,826 | $13,082,509 | | JENNIFER COTTER | $1,000,000 | $36,444 | $2,719,107 | $3,755,551 | $1,500,000 | $54,667 | $11,059,458 | $12,614,125 | | THOMAS CORTESE | $1,000,000 | $57,215 | $2,409,023 | $3,466,238 | $1,500,000 | $85,823 | $10,220,025 | $11,805,848 | | JOHN FOLEY | $1,000,000 | $83,187 | $720,105 | $1,803,292 | – | – | – | – |

  162. Potential Payments upon Termination or Change in Control Table

    | (1) The severance payments and benefits set forth in the table above with respect to Mr. Foley reflect the severance payments and benefits actually received by Mr. Foley upon his termination of employment prior to the end of Fiscal 2023. The severance payments and benefits set forth in the table above with respect to all other named executive officers reflect the estimated payments and benefits assuming the applicable triggering event took place on June 30, 2023. |

  163. Potential Payments upon Termination or Change in Control Table

    | (2) The amounts reported include Company-paid health continuation benefits during the applicable severance period pursuant to the Severance Plan and tax gross-up payments by the Company to cover the taxes owed by the named executive officer in connection with the Company’s provision of such benefits. For Mr. McCarthy, such tax gross-up payment is $14,145; for Ms. Coddington, $1,070; for Ms. Berland, $15,766; for Ms. Cotter, $13,138; for Mr. Cortese, $29,208; and for Mr. Foley, $46,002. |

  164. Potential Payments upon Termination or Change in Control Table

    | (3) With respect to Mr. Foley, the value of accelerated vesting is calculated based on the per share closing price of our Class A common stock as of the date of Mr. Foley’s termination of employment less, if applicable, the exercise price of each outstanding Option. With respect to all other named executive officers, the value of accelerated vesting is calculated based on the per share closing price of our Class A common stock as of June 30, 2023 ($7.69) less, if applicable, the exercise price of each outstanding Option. |

  165. Potential Payments upon Termination or Change in Control Table

    | (4) The amounts reported include Company-paid health continuation benefits during the applicable severance period pursuant to the Severance Plan and tax gross-up payments by the Company to cover the taxes owed by the named executive officer in connection with the Company’s provision of such benefits. For Mr. McCarthy, such tax gross-up payment is $21,218; for Ms. Coddington, $1,606; for Ms. Berland, $23,649; for Ms. Cotter, $19,707; and for Mr. Cortese, $43,812. |

  166. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Item 402(u) of Regulation S-K, we are providing the ratio of our median employee’s annual total compensation (the median of the total compensation of all our employees, excluding our principal executive officer) to the annual total compensation of our principal executive officer. As set forth in the Fiscal 2023 Summary Compensation Table, the total annual compensation of our CEO and President, Barry McCarthy, for Fiscal 2023 was $1,094,631. Our median employee’s annual total compensation for Fiscal 2023 was $130,264, resulting in a CEO pay ratio of 8:1. Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs aim to ensure that the pay of every employee appropriately reflects the level of their job impact and responsibilities and is competitive within our market. Our determination of which employee was the median employee was based on compensation data for all worldwide employees, whether full-time, part-time, or seasonal, excluding our CEO, as of June 30, 2023 (the determination date). We used a consistently applied compensation measure that included the following elements: (i) base salary, hourly wages, overtime pay, commissions, and bonuses paid during the 12-month period preceding the determination date, and (ii) the grant date fair value of all equity awards granted from July 1, 2022 through the determination date. We annualized base salaries for any permanent full-time and part-time employees who commenced work during the 12-month period preceding the determination date to reflect a full year. All amounts paid in foreign currencies were converted to U.S. dollars based on the average annual exchange rate as of June 30, 2023. No cost-of-living adjustments were made. Using this foregoing approach, we identified the individual at the median of our employee population, who is a full-time employee based in the United States. We then calculated the Fiscal 2023 annual total compensation for this individual using the same methodology we use for our named executive officers as set forth in our Fiscal 2023 Summary Compensation Table.

  167. CEO PAY RATIO DISCLOSURE

    | 72 | | | 2023 PROXY STATEMENT |

  168. CEO PAY RATIO DISCLOSURE

    This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios.

  169. CEO PAY RATIO DISCLOSURE

    | | 2023 PROXY STATEMENT | | | 73 |

  170. CEO PAY RATIO DISCLOSURE

    | PELOTON INTERACTIVE, INC. PAY VERSUS PERFORMANCE |

  171. CEO PAY RATIO DISCLOSURE

    In the below Pay Versus Performance Table, we provide information about the compensation of our named executive officers (“NEOs”) and the results of certain financial performance measures for each of the last three fiscal years. The amounts shown below are calculated in accordance with Rule 402(v) of Regulation S-K (the “PVP Rules”). For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to our CD&A. Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the fiscal years shown. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjustments of the values of unvested and vested equity awards based on either their year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance. We have not included a company-selected performance measure in our Pay Versus Performance Table or provided a tabular list of financial performance measures as described in Item 402(v)(6) of Regulation S-K because we generally do not grant performance-based equity awards or maintain an annual short-term incentive compensation plan.

  172. CEO PAY RATIO DISCLOSURE

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (4) | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (2) | COMPENSATION ACTUALLY PAID TO PEO (3) | | SUMMARY COMPENSATION TABLE TOTAL FOR FORMER PEO (2) | COMPENSATION ACTUALLY PAID TO FORMER PEO (3) | | | | | TOTAL SHAREHOLDER RETURN (5) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) | NET INCOME (7) | | | 2023 | $1,094,631 | ($ | 6,088,273) | N/A | | N/A | $13,786,240 | | 4,246,646 | $13 | $168 | ($ | 1,261,700,000) | | 2022 | $168,073,420 | | 32,829,750 | $16,091,152 | ($ | 178,221,274) | $13,065,720 | ($ | 80,153,488) | $16 | $123 | ($ | 2,827,700,000) | | 2021 | N/A | | N/A | $17,800,028 | | 240,323,250 | $9,702,663 | | 153,043,140 | $215 | $150 | ($ | 189,000,000) |

  173. CEO PAY RATIO DISCLOSURE

    | (1) Barry McCarthy served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of Fiscal 2023 and from February 9, 2022 to the end of Fiscal 2022. John Foley served as the Company’s PEO for the entirety of fiscal year 2021 and during fiscal year 2022 from July 1, 2021 to February 9, 2022 (our “Former PEO”). |

  174. CEO PAY RATIO DISCLOSURE

    The Company’s “Non-PEO NEOs” for the indicated fiscal years were as follows:

  175. CEO PAY RATIO DISCLOSURE

    | • | 2023: Elizabeth Coddington, Leslie Berland, Jen Cotter, Thomas Cortese, and John Foley |

  176. CEO PAY RATIO DISCLOSURE

    | • | 2022: Jill Woodworth, Elizabeth Coddington, William Lynch, Thomas Cortese, Hisao Kushi, and Kevin Cornils |

  177. CEO PAY RATIO DISCLOSURE

    | • | 2021: Jill Woodworth, William Lynch, Thomas Cortese, and Hisao Kushi |

  178. CEO PAY RATIO DISCLOSURE

    | (2) Amounts reported in these columns represent the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of (i) our PEO, (ii) our Former PEO, and (iii) the average for the applicable Non-PEO NEOs. |

  179. CEO PAY RATIO DISCLOSURE

    | (3) Amounts reported in these columns represent the compensation actually paid to (i) our PEO and (ii) our Former PEO for the indicated fiscal year, as calculated under the PVP Rules based on their total compensation reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the tables below: |

  180. CEO PAY RATIO DISCLOSURE

    | 74 | | | 2023 PROXY STATEMENT |

  181. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  182. PAY VERSUS PERFORMANCE

    | PEO (BARRY MCCARTHY) | | | | | | | | | | 2021 | 2022 | | 2023 | | | | Summary Compensation Table—Total Compensation | N/A | | 168,073,420 | | 1,094,631 | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | N/A | ($ | 167,628,328) | | 0 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | N/A | | 27,248,168 | | 0 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | N/A | | 0 | ($ | 8,162,034) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | N/A | | 5,136,490 | | 0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | N/A | | 0 | | 979,130 | | – | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | N/A | | 0 | | 0 | | = | Compensation Actually Paid | N/A | | 32,829,750 | ($ | 6,088,273) |

  183. PAY VERSUS PERFORMANCE

    | FORMER PEO (JOHN FOLEY) | | | | | | | | | | 2021 | | 2022 | | 2023 | | | Summary Compensation Table—Total Compensation | | 17,800,028 | | 16,091,152 | N/A | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | ($ | 16,800,028) | ($ | 15,091,152) | N/A | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | 23,045,322 | | 527,703 | N/A | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | 130,608,577 | ($ | 96,540,499) | N/A | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | 3,343,796 | | 659,720 | N/A | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 82,325,555 | ($ | 83,868,199) | N/A | | – | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | | 0 | N/A | | = | Compensation Actually Paid | | 240,323,250 | ($ | 178,221,274) | N/A |

  184. PAY VERSUS PERFORMANCE

    For purposes of calculating compensation actually paid, compensation related to equity awards was remeasured. For RSUs, the fair values and the change in fair values were determined by the closing price of our common stock at each applicable year-end date or, in the case of vested awards, the closing price on the vesting date. For stock options, a Black-Scholes-Merton option valuation model (“BSM model”) was used as of the applicable date or, in the case of vested options, the vesting date. The BSM model requires us to make assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility and the expected risk-free rate. The valuation assumptions used to calculate fair value of equity awards were methodologically consistent with those used to calculate the grant date fair value of such awards.

  185. PAY VERSUS PERFORMANCE

    | | 2023 PROXY STATEMENT | | | 75 |

  186. PAY VERSUS PERFORMANCE

    | (4) Amounts reported are the “compensation actually paid” to the Non-PEO NEOs in the indicated fiscal year, as computed in accordance with the PVP Rules, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted under the PVP Rules as shown in the table below (based on the averages for each category): |

  187. PAY VERSUS PERFORMANCE

    | NEO AVERAGE | | | | | | | | | | | 2021 | | 2022 | | 2023 | | | | Summary Compensation Table—Total Compensation | | 9,702,663 | | 13,065,720 | | 13,786,240 | | – | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | ($ | 8,908,566) | ($ | 12,350,637) | ($ | 12,770,654) | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | 12,178,043 | | 2,443,442 | | 3,070,695 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | 83,639,367 | ($ | 31,423,232) | ($ | 452,736) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | 1,746,861 | | 647,513 | | 443,824 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 54,684,772 | ($ | 48,252,447) | | 352,806 | | – | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | ($ | 4,283,846) | ($ | 183,530) | | = | Compensation Actually Paid | | 153,043,140 | ($ | 80,153,488) | | 4,246,646 |

  188. PAY VERSUS PERFORMANCE

    We used the same assumptions relating to remeasurement of equity award compensation as disclosed above in footnote (3).

  189. PAY VERSUS PERFORMANCE

    | (5) Our total shareholder return (“TSR”) assumes $100 was invested in our common stock on June 30, 2020, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |

  190. PAY VERSUS PERFORMANCE

    | (6) We use the Nasdaq Computer Index for purposes of comparing our TSR to the TSR of a peer group or index (the “Peer Group TSR”), as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 pursuant to Item 201(e) of Regulation S-K. This calculation assumes that $100 was invested in this index on June 30, 2020 and that any dividends are reinvested. |

  191. PAY VERSUS PERFORMANCE

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |