DEF 14A of Bumble Inc., Apr 19, 2024

DEF 14A of Bumble Inc.

Filed Apr 19, 2024 · FY20230001193125-24-102910

Open on EDGAR

  1. Who We Are

    Who We Are Our company culture is built upon the advancement of women. As a mission-driven company that cares deeply about the world we live in, we continue to support organizations that help make a positive impact. Our commitment to women’s safety and empowerment extends beyond our products. We believe that everyone should feel safe on all corners of the internet, not just on our services. Because of this, we lobby governments to enact solutions that protect women and underserved communities online. We also engage in global conversations regarding the mitigation of online harms and share our lessons learned with industry peers, civil society and governments to help devise ways to curb online abuse and harassment. Our people, practices and policies reflect a deep understanding of, and commitment to, work-life balance, mental health and wellbeing, and family. In 2023, we operated five apps, Bumble app, Bumble For Friends app, Badoo app, Fruitz app and Official app, where during 2023, on average, over 42 million users came on a monthly basis to discover new people and connect with each other in a safe, secure and empowering environment. Our apps monetize via a freemium model, where the use of the service is free and a subset of the users pay for subscriptions or in-app purchases to access premium features. We are a leader in the online dating space, which has become increasingly popular over the last decade and has been cited as the most common way for new couples to meet in the United States. Bumble is more than our apps—we are powering a movement. Our mission-first strategy ensures that our values guide our business decisions and our business performance enables us to drive impact. Our strategy is anchored by our powerful brand, product leadership, operational excellence and public policy and social impact initiatives.

  2. Who We Are

    | 2 | 2024 Proxy Statement |

  3. Who We Are

    | PROXY SUMMARY Board Directors and Nominees |

  4. Who We Are

    | | Whitney Wolfe Herd Nominee for Re-election Founder and Executive Chair Age: 34 Director Since: January 2020 Committee Membership: – None | | Ann Mather Lead Director Age: 64 Director Since: March 2020 Committee Membership: – Nominating and Corporate Governance (Chair) |

  5. Who We Are

    | | Lidiane S. Jones Nominee for Re-election Chief Executive Officer Age: 44 Director Since: January 2024 Committee Membership: – None | | R. Lynn Atchison Age: 64 Director Since: October 2020 Committee Membership: – Audit and Risk (Chair) | | | Matthew S. Bromberg Age: 57 Director Since: July 2020 Committee Membership: – None | | Amy M. Griffin Age: 48 Director Since: February 2021 Committee Membership: – Nominating and Corporate Governance | | | Sissie L. Hsiao Age: 45 Director Since: October 2023 Committee Membership: – None | | Jonathan C. Korngold Age: 50 Director Since: January 2020 Committee Membership: – Compensation | | | Jennifer B. Morgan Age: 53 Director Since: February 2021 Committee Membership: – Nominating and Corporate Governance | | Elisa A. Steele Nominee for Re-election Age: 57 Director Since: July 2020 Committee Membership: – Audit and Risk – Compensation (Chair) | | | Pamela A. Thomas-Graham Age: 60 Director Since: August 2020 Committee Membership: – Audit and Risk – Compensation | | |

  6. Who We Are

    | | 3 |

  7. Compensation Philosophy, Policies and Practices

    | What We Do | What We Don’t Do | | ● Link executive pay to company performance through our annual and long-term incentive plans ● Balance short- and long-term incentives, cash and equity, and fixed and variable pay ● Compare executive compensation and company performance to relevant peer group companies ● Have thresholds and maximums in our short-term incentive plan ● Provide only limited perquisites ● All long-term awards are denominated and settled in equity ● Robust stockholder engagement ● An annual assessment by the Compensation Committee of potential risks in our executive compensation programs ● Maintain incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act of 2002 ● Retention of an independent compensation consultant, whose performance is assessed by the Compensation Committee annually ● Appoint a Compensation Committee comprised solely of independent directors | ● No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd) ● No guaranteed annual increases or incentive payouts ● No repricing of underwater stock options without shareholder approval ● No tax gross-ups ● No dividends paid on unvested awards ● No aspect of the pay policies or practices pose a material adverse risk to the Company ● No compensation or incentives that encourage unnecessary or excessive risk taking ● Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited |

  8. Nominees for Election to the Board of Directors in 2024

    Nominees for Election to the Board of Directors in 2024 The following information describes the offices held, other business directorships and the class and term of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

  9. Nominees for Election to the Board of Directors in 2024

    | 28 | 2024 Proxy Statement |

  10. Class III—Directors Whose Term Expires in 2024

    Class III—Directors Whose Term Expires in 2024

  11. Class III—Directors Whose Term Expires in 2024

    | Age: 34 Director Since: January 2020 Committee Membership: ● None | Whitney Wolfe Herd PRINCIPAL OCCUPATION AND OTHER INFORMATION Whitney Wolfe Herd is the founder of Bumble app and has served as our Executive Chair since January 2024 and as a member of our Board of Directors since January 2020. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the executive board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies. QUALIFICATIONS Ms. Wolfe Herd’s perspective and experience as our Founder and former Chief Executive Officer make her a valuable member of our Board of Directors. |

  12. Class III—Directors Whose Term Expires in 2024

    | Age: 44 Director Since: January 2024 Committee Membership: ● None | Lidiane S. Jones PRINCIPAL OCCUPATION AND OTHER INFORMATION Lidiane S. Jones is our Chief Executive Officer and has served as a member of our Board of Directors since January 2024. Prior to joining the Company, Ms. Jones served as the Chief Executive Officer of Slack Technologies, which is wholly owned by Salesforce, Inc., from December 2022 to December 2023. Prior to that, Ms. Jones served in various roles at Salesforce from July 2019, including Executive Vice President & General Manager for Digital Experiences and Executive Vice President of Commerce Cloud. Prior to joining Salesforce, Ms. Jones was Vice President, Software Product Management at Sonos, Inc. from September 2015 to July 2019. Prior to her time with Sonos, Ms. Jones spent nearly 13 years at Microsoft Corporation, where she held product manager roles of increasing responsibility, including for Microsoft Office Shared Experiences, Enterprise Management and Azure Machine Learning. Ms. Jones currently serves as a board trustee at the Shady Hill School, a non-profit independent, co-educational day school in Cambridge, Massachusetts. Previously, Ms. Jones served as a board observer for Astound Commerce, an e-commerce agency, and a director of Compass Working Capital, a nonprofit financial services firm. Ms. Jones holds a B.S. in Computer Science from the University of Michigan. QUALIFICATIONS Ms. Jones’s extensive leadership experience with technology companies, together with her perspective and experience as our Chief Executive Officer, makes her a valuable member of our Board of Directors. |

  13. Class III—Directors Whose Term Expires in 2024

    | | 29 |

  14. Class III—Directors Whose Term Expires in 2024

    | Age: 57 Director Since: July 2020 Committee Membership: ● Audit and Risk ● Compensation (Chair) | Elisa A. Steele PRINCIPAL OCCUPATION AND OTHER INFORMATION Elisa A. Steele has served as a member of our Board of Directors since July 2020. Ms. Steele has served as a director of Namely, Inc., a human resources software company, including serving as the chair of the Namely board of directors from July 2019 through the sale of the company in 2022. She previously served as the Chief Executive Officer of Namely from August 2018 to July 2019. Prior to joining Namely, Ms. Steele served in various positions at Jive Software, Inc., a collaboration software company (acquired by Aurea Software, Inc.), including as Chief Executive Officer and President, from February 2015 to July 2017. Prior to joining Jive Software, Ms. Steele served as Chief Marketing Officer and Corporate Vice President, Consumer Apps & Services at Microsoft Corporation, a worldwide provider of software, services and solutions, and Chief Marketing Officer of Skype, an internet communications company. Ms. Steele also has held executive leadership positions at Yahoo! Inc. and NetApp, Inc. Ms. Steele also serves on the boards of directors of Splunk Inc. (NASDAQ: SPLK), Amplitude, Inc. (NASDAQ: AMPL), Procore Technologies, Inc. (NYSE: PCOR) and JFrog Ltd (NASDAQ: FROG). Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from the Lam Family College of Business at San Francisco State University. QUALIFICATIONS Ms. Steele’s extensive strategic and leadership experience with technology companies, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees. |

  15. Class III—Directors Whose Term Expires in 2024

    | | The Board of Directors Recommends that stockholders vote “FOR” the election of each of the director nominees named above. |

  16. Class III—Directors Whose Term Expires in 2024

    | 30 | 2024 Proxy Statement |

  17. Continuing Directors

    Continuing Directors The following information describes the offices held, other business directorships and the class and term of each of the directors who are serving for terms that end after the Annual Meeting. Beneficial ownership of equity securities of the directors is shown under “Ownership of Securities” below.

  18. Class I—Directors Whose Term Expires in 2025

    Class I—Directors Whose Term Expires in 2025

  19. Class I—Directors Whose Term Expires in 2025

    | Age: 64 Director Since: March 2020 Committee Membership: ● Nominating and Corporate Governance (Chair) | Ann Mather PRINCIPAL OCCUPATION AND OTHER INFORMATION Ann Mather has served as the Lead Director of our Board of Directors since January 2024 and served as the Chair of our Board of Directors from March 2020 to December 2023. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology companies, particularly public companies, overseeing and assessing company performance. Ms. Mather also serves as a member of the boards of directors of Blend Labs, Inc. (NYSE: BLND), a bank software company; and Netflix, Inc. (NASDAQ: NFLX), a streaming media company. Ms. Mather also serves on the board of directors of Veem Inc., a payment service provider, Color Health, Inc., an essential healthcare service provider, and Aible, Inc., an enterprise AI solutions provider. Ms. Mather also serves as an independent trustee to the Dodge & Cox Funds board of trustees. From September 1999 to April 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from the University of Cambridge, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant. QUALIFICATIONS Ms. Mather’s extensive financial, operational and corporate governance expertise, particularly within technology companies, as well as her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors and Nominating and Corporate Governance Committee. |

  20. Class I—Directors Whose Term Expires in 2025

    | | 31 |

  21. Class I—Directors Whose Term Expires in 2025

    | Age: 50 Director Since: January 2020 Committee Membership: ● Compensation | Jonathan C. Korngold PRINCIPAL OCCUPATION AND OTHER INFORMATION Jonathan C. Korngold has served as a member of our Board of Directors since January 2020. Mr. Korngold is a Senior Managing Director and Global Head of Blackstone’s Growth Equity Business, which is focused on providing capital to companies seeking to manage the execution risks associated with high-growth environments. Mr. Korngold is a member of both the BXG and Tactical Opportunities Investment Committees at Blackstone. Prior to joining Blackstone in 2019, Mr. Korngold served in various roles at General Atlantic since 2001, most recently as the head of General Atlantic’s Global Financial Services and Healthcare sectors, Chairman of the firm’s Portfolio Committee, and as a member of the firm’s Management and Investment Committees. Prior to joining General Atlantic in 2001, Mr. Korngold was a member of Goldman Sachs’ Principal Investment Area and Mergers & Acquisitions groups in London and New York, respectively. Mr. Korngold holds an M.B.A. from Harvard Business School and graduated with an A.B. in Economics from Harvard College. QUALIFICATIONS Mr. Korngold’s extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies, makes him a valuable member of our Board of Directors and Compensation Committee. |

  22. Class I—Directors Whose Term Expires in 2025

    | Age: 53 Director Since: February 2021 Committee Membership: ● Nominating and Corporate Governance | Jennifer B. Morgan PRINCIPAL OCCUPATION AND OTHER INFORMATION Jennifer B. Morgan has served as a member of our Board of Directors since February 2021. Ms. Morgan is the Global Head of Portfolio Operations at Blackstone. Prior to joining Blackstone in November 2020, Ms. Morgan served in various leadership roles at SAP SE from 2004 to April 2020, including most recently as Co-Chief Executive Officer from October 2019 to April 2020, and served on its executive board between 2017 and 2020. Previously, she was President of the SAP Cloud Business Group in 2019, President of SAP Americas and Asia Pacific Japan, Global Customer Operations, from 2017 to 2019, and President of SAP North America from 2014 to 2017. Prior to that she served in other leadership roles, including as head of SAP North America’s public sector organization and president of its Regulated Industries business unit. Prior to joining SAP SE, she served in various management roles at Siebel Systems and Accenture. Ms. Morgan serves as a member of the board of directors at UKG, Candle Media, the National Academy Foundation, and Cvent Inc. Ms. Morgan holds a B.A. in Finance from James Madison University. QUALIFICATIONS Ms. Morgan’s operational experience, particularly with large, complex global companies, as well as her leadership experience with technology companies, makes her a valuable member of our Board of Directors and Nominating and Corporate Governance Committee. |

  23. Class I—Directors Whose Term Expires in 2025

    | 32 | 2024 Proxy Statement |

  24. Class I—Directors Whose Term Expires in 2025

    | Age: 60 Director Since: August 2020 Committee Membership: ● Audit and Risk ● Compensation | Pamela A. Thomas-Graham PRINCIPAL OCCUPATION AND OTHER INFORMATION Pamela A. Thomas-Graham has served as a member of our Board of Directors since August 2020. 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 2016, she served as a member of the Executive Board at Credit Suisse, a multinational investment bank and financial services company. While at the firm she held several titles, including Chair, New Markets for the 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 to 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 firm McKinsey & Co. in 1989, becoming the firm’s first black woman partner in 1995. Ms. Thomas-Graham serves as a board member of Peloton Interactive Inc. (NASDAQ: PTON); Rivian Automotive, Inc. (NASDAQ: RIVN); Bank of N.T. Butterfield & Son (NYSE: NTB); and Compass, Inc. (NYSE: COMP). 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. QUALIFICATIONS Ms. Thomas-Graham’s extensive strategic and operational experience, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees. |

  25. Class II—Directors Whose Term Expires in 2026

    Class II—Directors Whose Term Expires in 2026

  26. Class II—Directors Whose Term Expires in 2026

    | Age: 64 Director Since: October 2020 Committee Membership: ● Audit and Risk (Chair) | R. Lynn Atchison PRINCIPAL OCCUPATION AND OTHER INFORMATION R. Lynn Atchison has served as a member of our Board of Directors since October 2020. Ms. Atchison also serves as a director of Q2 Holdings, Inc. (NYSE: QTWO), a provider of virtual banking solutions. Ms. Atchison previously served as Chief Financial Officer of Spredfast, Inc., a social marketing software provider (acquired by Lithium Technologies, LLC.), from February 2017 to September 2018. Prior to joining Spredfast, Ms. Atchison served as the Chief Financial Officer of HomeAway, Inc., a provider of online vacation rental services (acquired by Expedia, Inc.), from August 2006 until March 2016. Prior to that, Ms. Atchison served as Chief Financial Officer of, or consultant to, various software and technology organizations, including Hoover’s Inc., an early online provider of company information. Ms. Atchison began her career with Ernst & Young in the assurance division. Ms. Atchison is a Certified Public Accountant and holds a B.B.A. in accounting from Stephen F. Austin State University. QUALIFICATIONS Ms. Atchison’s extensive accounting and financial expertise and extensive experience managing technology companies makes her a valuable member of our Board of Directors and Audit and Risk Committee. |

  27. Class II—Directors Whose Term Expires in 2026

    | | 33 |

  28. Class II—Directors Whose Term Expires in 2026

    | Age: 57 Director Since: July 2020 Committee Membership: ● None | Matthew S. Bromberg PRINCIPAL OCCUPATION AND OTHER INFORMATION Matthew S. Bromberg has served as a member of our Board of Directors since July 2020. Mr. Bromberg served as Chief Operating Officer of Zynga Inc., a mobile social game developer, from August 2016 to November 2021. Prior to joining Zynga, Mr. Bromberg served in various roles at Electronic Arts Inc., a video game company, including most recently as Senior Vice President of Strategy and Operations of the mobile division at Electronic Arts Inc. from January 2015 to July 2016. Prior to joining Electronic Arts, Mr. Bromberg was the Founder and Chief Executive Officer of I’mOK Inc., a location-based communication platform for families. Prior to this, Mr. Bromberg served as the President and Chief Executive Officer of Major League Gaming Corp., a professional eSports company, and as Chief Executive Officer of Davidson Media Holdings, LLC, an online gaming investment and consulting partnership, and held a number of senior roles at AOL Inc. (now a subsidiary of Yahoo!). Mr. Bromberg was a former member of the board of directors of Fitbit, Inc. (now a subsidiary of Google) from March 2018 to January 2021. Mr. Bromberg also serves as a Senior Advisor to Blackstone, the world’s largest alternative asset management business. Mr. Bromberg holds a B.A. in English from Cornell University and a J.D. from Harvard Law School. QUALIFICATIONS Mr. Bromberg’s extensive strategic and operational experience, particularly with technology companies, makes him a valuable member of our Board of Directors. |

  29. Class II—Directors Whose Term Expires in 2026

    | Age: 48 Director Since: February 2021 Committee Membership: ● Nominating and Corporate Governance | Amy M. Griffin PRINCIPAL OCCUPATION AND OTHER INFORMATION Amy M. Griffin has served as a member of our Board of Directors since February 2021. Ms. Griffin is the Founder and Managing Partner of G9 Ventures, an early-stage fund focused on supporting companies that empower consumers to live, look, and feel better. Prior to founding G9 Ventures, Ms. Griffin began her career in marketing at Ms. and Working Woman magazines before moving on to work at Sports Illustrated as a Sports Marketing and Olympic Manager. Beginning in 2011, Ms. Griffin started leveraging her operating and branding experience to both invest in and work alongside early-stage companies. In 2018, she formalized her portfolio into G9 Ventures. Ms. Griffin currently serves on the board of directors of Spanx and Gagosian Gallery, in addition to the board of trustees of The Metropolitan Museum of Art and the women’s board of the Boys Club of New York. Ms. Griffin serves on the advisory board of the One Love Foundation and has held board positions at a number of other organizations, including KIPP, The Virginia Athletics Foundation, The Spence School, and The Mead Foundation. She also serves as a trustee of the John & Amy Griffin Foundation. Ms. Griffin graduated from The University of Virginia with a B.A. in English. QUALIFICATIONS Ms. Griffin’s experience as a successful entrepreneur and investor, together with her marketing and operating experience, makes her a valuable member of our Board of Directors and Nominating and Governance Committee. |

  30. Class II—Directors Whose Term Expires in 2026

    | 34 | 2024 Proxy Statement |

  31. Class II—Directors Whose Term Expires in 2026

    | Age: 45 Director Since: October 2023 Committee Membership: ● None | Sissie L. Hsiao PRINCIPAL OCCUPATION AND OTHER INFORMATION Sissie L. Hsiao has served as a member of our Board of Directors since October 2023. Ms. Hsiao is the Vice President and General Manager of Google Assistant and Bard, leading many of Google’s advancements applying AI, natural language, and speech technologies to consumer products. Prior to her current role at Google, Ms. Hsiao was responsible as Vice President and General Manager for Google’s Display, Video, and App Advertising businesses between 2012 and 2021. Prior to that, she led product development of Google Analytics and Google Slides from 2006 to 2012. Ms. Hsiao’s career started at Microsoft, where she was responsible for graphics technologies within the Microsoft Office suite from 2000 to 2006. Ms. Hsiao holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley. QUALIFICATIONS Ms. Hsiao’s extensive strategic and operational experience, particularly with technology companies, makes her a valuable member of our Board of Directors. |

  32. Class II—Directors Whose Term Expires in 2026

    There are no family relationships among any of our directors or executive officers.

  33. Class II—Directors Whose Term Expires in 2026

    | | 35 |

  34. Class II—Directors Whose Term Expires in 2026

    | Compensation of Directors |

  35. Class II—Directors Whose Term Expires in 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Ann Mather | 300,000 | 256,509 | — | 556,509 | | Christine Anderson(2)(4) | — | — | — | — | | R. Lynn Atchison | 86,374 | 256,509 | — | 342,883 | | Sachin J. Bavishi(3)(4) | — | — | — | — | | Matthew S. Bromberg | 75,000 | 256,509 | — | 331,509 | | Amy M. Griffin | 75,000 | 256,509 | — | 331,509 | | Sissie L. Hsiao(5) | 18,546 | 381,018 | — | 399,564 | | Jonathan C. Korngold(4) | — | — | — | — | | Jennifer B. Morgan(4) | — | — | — | — | | Elisa A. Steele | 83,530 | 256,509 | — | 340,039 | | Pamela Thomas-Graham | 75,000 | 256,509 | — | 331,509 |

  36. Class II—Directors Whose Term Expires in 2026

    | (1) The amounts reported above for Mses. Mather, Atchison, Griffin, Steele and Thomas-Graham and Mr. Bromberg represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock units granted on June 6, 2023, representing each director’s annual award. The amounts reported above for Ms. Hsiao represents the grant date fair value, computed in accordance with FASB ASC Topic 718 of restricted stock units granted to Ms. Hsiao on October 2, 2023, representing her pro-rated annual award (in an amount of $153,778) and her initial award (in an amount of $227,240), each as described below under “Non-Employee Director Compensation Policy.” |

  37. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In connection with our IPO, our Board of Directors adopted a compensation framework for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows:

  38. Non-Employee Director Compensation Policy

    | ● | directors, other than the director serving as the chairperson of the Board, were entitled to an annual cash retainer in the amount of $75,000, payable quarterly in arrears, pro-rated, in each case, for the director’s period of service on our Board; |

  39. Non-Employee Director Compensation Policy

    | ● | the director serving as the chairperson of the Board was entitled to an annual cash retainer in the amount of $300,000, payable quarterly in arrears, pro-rated for her period of service on our Board; and |

  40. Non-Employee Director Compensation Policy

    | ● | directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors. |

  41. Non-Employee Director Compensation Policy

    | 36 | 2024 Proxy Statement |

  42. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Effective June 6, 2023, our Board of Directors adopted a revised director compensation policy for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows: Cash Compensation:

  43. COMPENSATION OF DIRECTORS

    | ● | Annual Retainer. An annual cash retainer of (i) $300,000 for the director serving as the chairperson of the Board, and (ii) $75,000 for each other director serving on the Board, in each case, payable quarterly in arrears, and pro-rated for the period of service on the Board; |

  44. COMPENSATION OF DIRECTORS

    | ● | Chairpersons Retainer. An additional annual cash retainer for serving as a chairperson of specified committees of the Board payable quarterly in arrears, and pro-rated for the period of service as chairperson of the applicable committee, as follows: |

  45. COMPENSATION OF DIRECTORS

    | ● | The chairperson of the Audit and Risk Committee of the Board receives an additional $20,000 annually; |

  46. COMPENSATION OF DIRECTORS

    | ● | The chairperson of the Compensation Committee of the Board receives an additional $15,000 annually; and |

  47. COMPENSATION OF DIRECTORS

    | ● | The chairperson of the Nominating and Corporate Governance Committee of the Board of Directors receives an additional $8,750 annually (provided that such additional amount was not payable to Ms. Mather who was then serving as Chair of the Board). |

  48. COMPENSATION OF DIRECTORS

    Equity-Based Compensation:

  49. COMPENSATION OF DIRECTORS

    | ● | Annual Awards. On the date of each annual meeting of Company shareholders, each eligible director receives an award of Restricted Stock Units (“RSUs”) in respect of a number of shares of Common Stock having a grant date value equal to $250,000 with the number of awarded RSUs determined by dividing the grant value by the average of the closing sales price of the Common Stock for the twenty days over which the Common Stock traded ending on the trading date preceding the annual meeting. To the extent an eligible director joins the Board following the date of an annual meeting of shareholders, the director will receive an RSU award pro-rated for the time of service. These annual award RSUs vest in full on the earlier to occur of the one-year anniversary of the annual meeting at which they were granted and the date of the annual meeting of shareholders next following the grant of RSUs. |

  50. COMPENSATION OF DIRECTORS

    Furthermore, all directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors. Effective October 2, 2023, the director compensation policy was further revised to add the following component to equity-based compensation: Equity-Based Compensation:

  51. COMPENSATION OF DIRECTORS

    | ● | Initial Awards. In addition to the Annual Awards described above, to the extent that an eligible director is elected or appointed to the Board, the director shall receive an award of RSUs in respect of a number of shares of Common Stock having a grant date value equal to $250,000 with the number of awarded RSUs determined by dividing the grant value by the average of the closing sales price of the Common Stock for the twenty days over which the Common Stock traded ending on the trading date preceding the date of the election or appointment of the eligible director. This initial award vests annually in substantially equal installments over a period of three years. |

  52. COMPENSATION OF DIRECTORS

    Effective January 1, 2024, the director compensation policy was further revised to provide for an increase in cash compensation as follows: Cash Compensation:

  53. COMPENSATION OF DIRECTORS

    | ● | Chairpersons Retainer: The amount of the cash retainer for the chairperson of each of the Audit and Risk Committee, Nominating and Corporate Governance Committee and the Compensation Committee was increased to $50,000 annually, payable quarterly in arrears and pro-rated for the period of service. |

  54. COMPENSATION OF DIRECTORS

    | | 37 |

  55. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  56. COMPENSATION OF DIRECTORS

    | ● | Committee Membership Retainer: An additional annual cash retainer for serving in a non-chairperson capacity on specified committees of the Board payable quarterly in arrears, and pro-rated for the period of service as chairperson of the applicable committee, as follows: |

  57. COMPENSATION OF DIRECTORS

    | ● | Members of the Audit and Risk Committee of the Board receive an additional $20,000 annually; |

  58. COMPENSATION OF DIRECTORS

    | ● | Members of the Compensation Committee of the Board receive an additional $15,000 annually; |

  59. COMPENSATION OF DIRECTORS

    | ● | Members of the Nominating and Corporate Governance Committee of the Board receive an additional $10,000 annually; and |

  60. COMPENSATION OF DIRECTORS

    | ● | Members assigned to any “special committee” formed by the Board receive an additional $25,000 annually (subject to (a) a twelve-month maximum per such “special committee” assignment and (b) proration based on the duration of the “special committee” assignment), unless otherwise determined by the Board. |

  61. COMPENSATION OF DIRECTORS

    In addition, all references in the director compensation policy to the chairperson of the Board were revised to refer to the Lead Director of the Board. Furthermore, the policy was revised to provide that expenses related to attendance at certain director continuing education programs are reimbursable, subject to pre-approval.

  62. COMPENSATION OF DIRECTORS

    | 38 | 2024 Proxy Statement |

  63. COMPENSATION OF DIRECTORS

    | Proposal No. 2—Ratification of Independent Registered Public Accounting Firm |

  64. COMPENSATION OF DIRECTORS

    The Audit and Risk Committee has selected Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for 2024. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Ernst & Young to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit and Risk Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit and Risk Committee, in its discretion, may select 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 our stockholders. A representative of Ernst & Young is expected to be present at the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions. The shares represented by your proxy will be voted “FOR” the ratification of the selection of Ernst & Young unless you specify otherwise.

  65. REPORT OF THE AUDIT COMMITTEE

    Background information about our current executive officers is set forth below. Whitney Wolfe Herd, age 34, is the founder of Bumble app and has served as our Executive Chair since January 2024 and as a member of our Board of Directors since January 2020. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the Executive Board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies. Lidiane S. Jones, age 44, is our Chief Executive Officer and has served as a member of our Board of Directors since January 2024. Prior to joining the Company, Ms. Jones served as the Chief Executive Officer of Slack Technologies, which is wholly owned by Salesforce, Inc., from December 2022 to December 2023. Prior to that, Ms. Jones served in various roles at Salesforce from July 2019, including Executive Vice President & General Manager for Digital Experiences and Executive Vice President of Commerce Cloud. Prior to joining Salesforce, Ms. Jones was Vice President, Software Product Management at Sonos, Inc. from September 2015 to July 2019. Prior to her time with Sonos, Ms. Jones spent nearly 13 years at Microsoft Corporation, where she held product manager roles of increasing responsibility, including Microsoft Office Shared Experiences, Enterprise Management and Azure Machine Learning. Ms. Jones currently serves as a board trustee at the Shady Hill School, a non-profit independent, co-educational day school in Cambridge, Massachusetts. Previously, Ms. Jones served as a board observer for Astound Commerce, an e-commerce agency, and a director of Compass Working Capital, a nonprofit financial services firm. Ms. Jones holds a B.S. in Computer Science from the University of Michigan. Anuradha B. Subramanian, age 42, has served as our Chief Financial Officer since September 2020. Prior to joining the Company, Ms. Subramanian served as Chief Financial Officer, Digital at Univision Communications Inc. from February 2018 to September 2020. Prior to that, Ms. Subramanian served as Chief Financial Officer, Digital at VICE Media during 2017. Prior to that, Ms. Subramanian served in various roles at Scripps Networks Interactive from August 2010 to January 2017, including most recently as the Head of Finance, Digital. Prior to Scripps Networks, Ms. Subramanian worked in investment banking at Citi as part of the Media and Telecom group. Ms. Subramanian began her career at Ernst & Young in the assurance division. Currently, Ms. Subramanian serves on the board of directors of The New York Times Company. Ms. Subramanian holds an M.B.A from the Yale School of Management and a Bachelor of Commerce (Honors) from Delhi University and is a Chartered Accountant in India.

  66. Executive Summary

    Executive Summary This Compensation Discussion and Analysis provides an overview of Bumble Inc.’s executive compensation programs, policies, and practices for our fiscal year 2023. Our executive compensation program is designed to incentivize the achievement of strategic goals, align the interests of our executives with those of the Company and its stockholders, and reward executives with market-competitive compensation when performance goals are achieved. Our executive compensation program is grounded in a pay-for-performance philosophy and includes a mix of base salary, annual cash incentive plan, and long-term equity incentives—stock options, RSUs and legacy Incentive Units. Our Compensation Committee regularly reviews and evaluates our compensation programs to ensure they remain competitive, are aligned with market and peer group practices, and support the achievement of our business objectives. In fiscal year 2023, we delivered:

  67. Pay Policies and Practices

    | What We Do | What We Don’t Do | | ✓ Link executive pay to Company performance through our annual and long-term incentive plans | x No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd) | | ✓ Balance short- and long-term incentives, cash and equity, and fixed and variable pay | x No guaranteed annual increases or incentive payouts | | ✓ Compare executive compensation and Company performance to relevant peer group companies | x No repricing of underwater stock options without stockholder approval | | ✓ Have thresholds and maximums in our short-term incentive plan | x No tax gross-ups | | ✓ Provide only limited perquisites | x No dividends paid on unvested awards | | ✓ All long-term awards are denominated and settled in equity | x No aspect of the pay policies or practices pose a material adverse risk to the Company | | ✓ Robust stockholder engagement | x No compensation or incentives that encourage unnecessary or excessive risk taking | | ✓ An annual assessment by the Compensation Committee of potential risks in our executive compensation programs | x Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited | | ✓ Maintain an incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act of 2002 | | | ✓ Retention of an independent compensation consultant, whose performance is assessed by the Compensation Committee annually | | | ✓ Appoint a Compensation Committee comprised solely of independent directors | |

  68. Compensation Consultant

    Compensation Consultant For the first portion of 2023, the Company retained Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), to provide advice and recommendations with respect to the Company’s executive compensation programs. After a robust selection process, the Committee retained Semler Brossy to replace Mercer and to provide executive compensation consulting services to the Committee beginning in June 2023. Each of Mercer and Semler Brossy were retained to provide the following services:

  69. Compensation Consultant

    | ● | Prepare information about market trends and issues, and provide legislative and regulatory updates; |

  70. Compensation Consultant

    | ● | Prepare market data for executive officer compensation and assess the competitiveness of our compensation; |

  71. Compensation Consultant

    | ● | Provide guidance in establishing a relevant peer group for assessing executive officer compensation; |

  72. Compensation Consultant

    | ● | Perform a pay-for-performance analysis, including realizable pay and retention analyses; |

  73. Compensation Consultant

    | ● | Review executive compensation adjustments and annual and long-term incentive plan design; and |

  74. Compensation Consultant

    | ● | Regularly attend and participate in Compensation Committee meetings. |

  75. Compensation Consultant

    Based on its review, the Compensation Committee does not believe that either Mercer or Semler Brossy had a conflict of interest with respect to the work performed for the Compensation Committee in 2023. The Compensation Committee has also evaluated the independence of both Mercer and Semler Brossy pursuant to the rules of the SEC and Nasdaq and no relationships were identified that would impact either consultant’s independence. Besides Mercer’s work performed on behalf of the Compensation Committee, Mercer and its affiliates also provided other non-executive compensation services to us. These services are approved by management who oversee the specific areas of business for which the services are provided. The total amount paid for these other services provided in 2023 was approximately $427,532. These services included services relating to our equity and benefits plans as well as insurance brokerage services that are provided not by Mercer itself, but by other companies owned by MMC, the parent company of Mercer, which therefore are considered affiliates even though they operate independently of Mercer. The decision to engage Mercer and its affiliates for these other services was made, or recommended, by management, and the Compensation Committee did approve such other services of the compensation consultant or its affiliates. Mercer’s fees for executive compensation consulting in fiscal year 2023 were approximately $121,600. The Compensation Committee concluded that the services provided by the MMC affiliates (other than Mercer), did not raise any conflicts of interest. Semler Brossy does not provide any non-executive compensation services to the Company. The Compensation Committee believes the advice it receives from its executive compensation consultants is objective and not influenced by any other relationships with us because of the procedures the consultant and the Compensation Committee have in place, including the following:

  76. Compensation Consultant

    | ● | The consultants receive no incentive or other compensation based on the fees charged to us for other services provided by them or any of their affiliates; |

  77. Compensation Consultant

    | ● | The consultants are not responsible for selling other services or affiliate services to us; |

  78. Compensation Consultant

    | ● | The consultants’ professional standards prohibit an individual consultant from considering any other relationships held by the consultant or its affiliates may have with us in rendering his or her advice and recommendations; and |

  79. Compensation Consultant

    | ● | The Compensation Committee evaluates the quality and objectivity of the services provided by the consultants each year and determines whether to continue to retain the consultants. |

  80. Compensation Consultant

    | 48 | 2024 Proxy Statement |

  81. Peer Group

    Peer Group In setting executive compensation, the Compensation Committee considers the compensation programs of our competitors, primarily companies in the consumer technology and software industries, to help determine the competitiveness of pay levels and pay mix for executives. In 2023, Mercer reassessed the 2022 peer group and recommended the removal of Peloton Interactive, Inc., Roku, Inc. and Zynga Inc., and proposed the addition of two companies (Box, Inc. and Hashicorp, Inc., as noted in the table below) given that their size and business model more closely align with those of Bumble and given that Bumble competes for talent with a similar skill set as both Box, Inc. and Hashicorp, Inc., ultimately resulting in the Compensation Committee referencing a peer group of 18 companies. In addition to these 18 peers, the Compensation Committee looked at a group of nine reference peers in our industry, as set forth in the table below. This reference peer group helped inform the structuring of our incentive practices but did not inform decisions related to NEO pay levels. The Compensation Committee considered market information provided by Mercer on base salaries, short-term incentive (“STI”) and long-term incentive (“LTI”) plan designs based on public disclosure of the 18 peer companies listed in the table below. The Compensation Committee also considered the peer group information in determining STI and LTI plan design and target opportunities for fiscal year 2023. Although the Compensation Committee does not target a fixed percentile relative to the peer group when setting executive compensation for all NEOs, it reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry.

  82. Peer Group

    | 2023 Peer Group | | | Angi Inc. | GoodRX Holdings, Inc. | | BlackLine, Inc. | HashiCorp, Inc.* | | Box, Inc.* | Match Group, Inc. | | Datadog, Inc. | Pinterest, Inc. | | Dropbox, Inc. | Shutterstock, Inc. | | Elastic N.V. | Smartsheet Inc. | | Etsy, Inc. | Stitch Fix, Inc. | | Five9, Inc. | Udemy, Inc. | | fuboTV Inc. | Zscaler, Inc. |

  83. Peer Group

    | * Indicates new peer for 2023. |

  84. Peer Group

    | 2023 Reference Peers | | | Doordash, Inc. | Roku, Inc. | | Expedia Group, Inc. | Snap Inc. | | Lyft, Inc. | Spotify Technology, S.A. | | Meta Platforms, Inc. | Uber Technologies, Inc. | | Netflix, Inc. | |

  85. Peer Group

    | | 49 |

  86. Compensation Components

    Compensation Components The compensation of our named executive officers includes three main components: (i) base salary; (ii) STI (our annual cash incentive plan); and (iii) LTI consisting of stock options and RSUs. Incentive units, which are not included in the table below, were granted to our named executive officers pre-IPO and continue to remain outstanding and eligible to vest as described below under “—Long-term Equity Incentive Awards—Pre-IPO Award 2023 Award Modifications.”

  87. Short-Term Incentive Compensation

    Short-Term Incentive Compensation We believe it is important to provide rewards for specific results and behaviors that support our overall business strategy. Accordingly, for 2023, our named executive officers were eligible to earn cash annual incentive payments under our STI program, which was designed to align our strategic initiatives to our annual growth and earnings goals. Under the 2023 STI program, 80% of each NEO’s payout was determined based on performance relative to Company financial goals and 20% of the payout was determined based on individual performance relative to OKRs. Each metric is measured independently on a linear performance scale, and NEOs are eligible to earn a payout of 50% to 150% of the target payout for the relevant metric with respect to the performance of such metric. If performance is below the threshold level for any metric, the payout for that portion is 0% of the target payout, but other portions would not be affected. Total bonus payouts may range from 0% to 150% of the target payout, based on the combined performance on all metrics. The target bonus amounts that our named executive officers who were employed by the Company as of December 31, 2023 were able to earn under the STI program for fiscal year 2023, and the amounts actually earned, are set forth in the following table:

  88. 2023 Short-Term Incentive Plan

    2023 Short-Term Incentive Plan

  89. 2023 Short-Term Incentive Plan

    | Executive | Target Bonus Amount | Corporate Performance Component Payout (80%) | Individual Performance Component Payout (20%) | Total Payout (% of target) | Total Payout($) | | Whitney Wolfe Herd | $450,000* | 84.26% | 135% | 94.4% | $424,836 | | Anuradha B. Subramanian | $384,000 (80% of salary) | 84.26% | 135% | 94.4% | $362,527 |

  90. 2023 Short-Term Incentive Plan

    | * Whitney Wolfe Herd’s 2023 target award opportunity was a fixed dollar amount of $450,000 (approximately 69% of base salary). |

  91. 2023 Short-Term Incentive Plan

    As a result of their respective resignations and in accordance with Company policy, Mr. Shaukat and Ms. Franco were not eligible for bonuses relating to 2023. Bonus payout amounts were based on the achievement of performance against a scorecard of financial and strategic objectives as shown in the following table:

  92. 2023 Short-Term Incentive Plan

    | Scorecard Objectives | 2023 Weighting | | Revenue | 30% | | Adjusted EBITDA Margin | 30% | | Total Paying Users | 20% | | Individual performance | 20% |

  93. 2023 Short-Term Incentive Plan

    We selected these performance measures for the following reasons:

  94. 2023 Short-Term Incentive Plan

    | ● | Revenue measures the acceleration of our growth and is the most important overall metric for our business health and performance. |

  95. 2023 Short-Term Incentive Plan

    | ● | Adjusted EBITDA Margin, as defined below, measures the Company’s ability to maintain business strength and profitability since it focuses on profitable growth, not just unconstrained growth, which is critically important for a technology company. |

  96. 2023 Short-Term Incentive Plan

    “Adjusted EBITDA Margin” is defined as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, depreciation and amortization, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability,

  97. 2023 Short-Term Incentive Plan

    | | 51 |

  98. 2023 Short-Term Incentive Plan

    interest rate swaps and investments, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement expense and impairment loss as a percentage of revenue. For a discussion of the Company’s use of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to Net earnings (loss), please refer to Annex A of this Proxy Statement.

  99. 2023 Short-Term Incentive Plan

    | ● | Total Paying Users, as defined below, is an indicator of the volume of customers paying for our subscription services and/or in-app purchases and an important measure of our market share and market penetration. |

  100. 2023 Short-Term Incentive Plan

    “Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users (as defined below). “Bumble App Paying User” is a user that has purchased or renewed a Bumble app subscription plan and/or made an in-app purchase on Bumble app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period. “Badoo App and Other Paying User” is a user that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month (excluding Fruitz and Official) or made a purchase on one of our other apps that we owned and operated in a given month, or purchase on other third-party apps that used our technology in the relevant period). We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

  101. 2023 Short-Term Incentive Plan

    | ● | Individual performance is described below. |

  102. 2023 Short-Term Incentive Plan

    For 2023, the Compensation Committee changed the Adjusted EBITDA Margin weighting from 20% to 30%, elevating the Adjusted EBITDA Margin metric to have the same weighting as Revenue. There was a corresponding reduction to Total Paying Users weighting from 30% to 20%. The following table details the threshold, target and maximum goals, as well as the actual performance results, for each of the financial objectives under the 2023 STI plan.

  103. 2023 Short-Term Incentive Award Scorecard

    2023 Short-Term Incentive Award Scorecard

  104. 2023 Short-Term Incentive Award Scorecard

    | Metric | Threshold (Payout is 50% of Target) | Target (Payout is 100% of Target) | Maximum (Payout is 150% of Target) | Actual Results | Actual (% of Target Payout)* | | Financial Objectives (80% weighting) | | | | | | | Revenue (30%) | $1,039M | $1,094M | $1,159M | $1,052M | 61.7% | | Adjusted EBITDA Margin (30%) | 25.80% | 26.10% | 26.40% | 26.2% | 114.1% | | Total Paying Users (in thousands) (20%) | 3,620 | 3,811 | 4,039 | 3,709 | 73.3% |

  105. 2023 Short-Term Incentive Award Scorecard

    | * The actual payout results were interpolated (using a straight-line interpolation method) between each applicable level. |

  106. 2023 Short-Term Incentive Individual Goals and Achievements

    2023 Short-Term Incentive Individual Goals and Achievements With respect to bonuses for each of our NEOs, the Committee considered the following: (i) with respect to Ms. Wolfe Herd, her role as Chief Executive Officer, including her focus on the short-term and long-term strategic planning and positioning of the Company, highlighting the development of key product innovations and leading and curating a workplace consistent with Bumble’s mission and values, and (ii) with respect to Ms. Subramanian, her role as Chief Financial Officer, including her management of our finance, tax, global accounting and financial reporting and audit functions including successfully completing her second SOX audit. As noted above, Mr. Shaukat and Ms. Franco were not eligible for bonuses relating to 2023. In determining the amount payable to each of our named executive officers under the bonus program, the Compensation Committee retained discretion to modify each metric’s weighting, and to exercise positive or negative discretion if it determined it was appropriate in the circumstances. The Compensation Committee did not use its discretion in 2023 to modify awards. Based on the achievement against the financial objectives and the strategic objectives in 2023, we determined the following payouts under the short-term incentive program to Mses. Wolfe Herd and Subramanian: $424,836 and $362,527, respectively. These amounts are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, found in the “Executive Compensation” section, below. For each of our named executive officers (other than Mr. Shaukat and Ms. Franco who were not eligible for bonuses relating to 2023), the amounts paid in respect of the 2023 short-term incentive program reflects a payout of 94.4% of each of Ms. Wolfe Herd’s and Ms. Subramanian’s target bonus amounts.

  107. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards We believe that successful performance over the long term is aided by the use of equity-based awards, which create an ownership culture among our employees, including our named executive officers, that provides an incentive to contribute to the ongoing growth and development of our business. Equity-based awards also allow for a portion of our executive compensation to be “at-risk” and directly tied to the performance of our stock price.

  108. Long-Term Equity Incentive Awards

    | | 53 |

  109. Long-Term Equity Incentive Awards

    Pre-IPO, our named executive officers were granted incentive units that vest based on time (the “Time-Vesting Incentive Units”), or on the earlier of performance measures and time, with respect to exit-vesting incentive units (“Exit-Vesting Incentive Units”), as described below. 2023 Awards In February 2023, the Compensation Committee recommended to the Board, in the case of Ms. Wolfe Herd, and to the Section 16 subcommittee in the case of the other named executive officers, annual equity awards to each named executive officer, as summarized below. The grants to our named executive officers were comprised of 50% stock options and 50% time-based RSUs. Stock options and RSUs granted to our NEOs were scheduled to vest 25% on February 10, 2024, and the remaining 75% vests in equal installments quarterly thereafter over the remaining three years. Options expire after 10 years. Stock options and RSUs are subject to continued employment on each vesting date, except as set forth below under “Executive Compensation—Potential Payments upon Termination or Change in Control.” Time-based RSUs and Stock Options were selected as the form of 2023 equity awards to encourage retention of our executive officers, incentivize the achievement of business objectives to create long-term enterprise value and align the most significant portion of our NEO’s compensation with our stock price performance.

  110. 2023 Equity Awards

    2023 Equity Awards

  111. 2023 Equity Awards

    | Executive | Options (#) | Intended Option Value on Grant ($) | RSUs (#) | Intended RSU Value on Grant ($)* | | Whitney Wolfe Herd | 216,889 | $3,750,000 | 165,950 | $3,750,000 | | Anuradha B. Subramanian | 105,553 | $1,825,000 | 80,762 | $1,825,000 | | Tariq M. Shaukat | 159,052 | $2,750,000 | 121,696 | $2,750,000 | | Laura Franco | 156,160 | $2,700,000 | 119,484 | $2,700,000 |

  112. 2023 Equity Awards

    | * The fair value for accounting purposes is different than the figures in the table given stock price movement between the award determination and the actual grants. |

  113. 2023 Equity Awards

    Pre-IPO Award 2023 Award Modifications On February 25, 2023, the Board approved amendments to outstanding Exit-Vesting Incentive Units (which also vest based on a time-based vesting schedule), including those held by our named executive officers (the “Outstanding Performance Awards”) in order to make the treatment of such awards consistent with similar awards under our Omnibus Incentive Plan (as defined herein) and to be consistent with the treatment of equity based awards at peer companies. Pursuant to these amendments (x) the Outstanding Performance Awards will continue to stay outstanding and eligible to vest based on the time-vesting schedule following a change in control event (provided the named executive officer continues to remain employed or providing services) and (y) the named executive officers will be eligible for “double-trigger” vesting treatment on their Outstanding Performance Awards allowing for the vesting and exercisability of such awards to be accelerated in full upon the named executive officer’s termination without “cause” or resignation for “good reason” (under the circumstances described below) within two years following a change in control event. In addition, on February 25, 2023, the Board approved a modification of all outstanding equity-based awards (including the Outstanding Performance Awards) held by employees, including the named executive officers, to provide that a resignation of employment for “good reason” (to the extent that an employee’s employment or service agreement contains a definition of “good reason” or a similar provision) within two years following a change in control event shall result in the vesting and exercisability of such awards to be accelerated in full upon such qualifying termination, to the extent that such named executive officer did not already have such treatment.

  114. Employment Agreements

    Employment Agreements Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, and Bumble Trading LLC entered into an employment agreement with Mr. Shaukat, dated as of July 12, 2020. Bumble Trading LLC also entered into an amended and restated employment agreement with Ms. Subramanian, dated as of September 23, 2022 and as amended February 22, 2023, and with Ms. Franco, dated as of September 22, 2022 and as amended February 22, 2023. We refer to these agreements as the Wolfe Herd agreement, the Shaukat agreement, the Subramanian agreement and the Franco agreement, respectively. Ms. Wolfe Herd also entered into a letter agreement with the Company on December 29, 2023 setting forth the terms of her employment as the Company’s Executive Chair, effective January 2, 2024. Bumble Trading LLC also entered into a transition agreement with Mr. Shaukat, dated as of August 22, 2023, setting forth certain terms of his resignation of employment and the provision of post-termination advisory services to the Company. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for more details on the named executive officer employment agreements and “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Shaukat Agreement” below for more details on Mr. Shaukat’s transition agreement.

  115. Risk and Executive Compensation

    | ● | Balance among short- and long-term incentives, cash and equity, and fixed and variable pay; |

  116. Risk and Executive Compensation

    | ● | Multiple performance measures; |

  117. Risk and Executive Compensation

    | ● | Maximum pay caps in our short-term incentive plan; |

  118. Risk and Executive Compensation

    | ● | No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd); |

  119. Grant timing

    Grant timing The grant of equity-based awards made in 2023 to certain of our named executive officers was approved by an independent committee of our Compensation Committee designed to meet the requirements of granting equity-based awards for purposes of Section 16 of the Exchange Act. The grant was made when the Company’s trading window was open such that the grant was made at a time at which such committee was not in the possession of material non-public information. We maintain an Equity Award Grant Policy, which was initially adopted in 2022. The policy provides that for a newly hired employee, or an employee who is promoted, the grant date of an equity award will be the 10th day of the month following the month on which the employee commenced employment or was promoted, as applicable, subject to the employee being employed on the grant date. For an employee receiving a retention grant, the grant date will be as determined under the circumstances. The policy provides that the date of grant for “officers” as defined under Rule 16a-1(f) of the Exchange Act (commonly referred to as “Section 16 Officers”) will be made on the earlier to occur of (x) the last day of the open trading window following the Company’s public news release of its annual or quarterly earnings and (y) the 20th day following the Company’s earnings release, provided that such 20th day is in an open trading window. Notwithstanding anything in the policy, if special circumstances arise such that the Compensation Committee or the Board determines it is advisable to grant an award at a time other than as set forth above, the Compensation Committee or the Board may consider and approve any such grant.

  120. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation earned by our named executive officers for the fiscal years indicated.

  121. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Whitney Wolfe Herd Executive Chair; Former Chief Executive Officer | 2023 | 650,000 | — | 3,265,896 | 2,677,863 | 424,836 | 13,200 | 7,031,795 | | | 2022 | 650,000 | — | 15,038,461 | — | 450,000 | 95,569 | 16,234,030 | | | 2021 | 650,000 | — | — | — | 463,500 | 11,700 | 1,125,200 | | Anuradha B. Subramanian Chief Financial Officer | 2023 | 475,000 | — | 1,589,396 | 1,303,231 | 362,527 | 13,200 | 3,743,354 | | | 2022 | 450,000 | — | 2,762,478 | 3,203,663 | 345,400 | 12,100 | 6,773,641 | | | 2021 | 450,000 | 40,000 | — | — | 324,000 | 13,125 | 827,125 | | Tariq M. Shaukat Former President | 2023 | 367,231 | — | 2,394,977 | 2,492,884 | — | 13,200 | 5,268,292 | | | 2022 | 560,000 | — | 6,301,356 | 4,004,570 | 499,800 | 10,617 | 11,376,343 | | | 2021 | 560,000 | — | — | — | 515,000 | 11,700 | 1,086,700 | | Laura Franco Former Chief Legal and Compliance Officer | 2023 | 425,000 | — | 2,351,445 | 1,928,061 | — | 13,200 | 4,717,706 | | | 2022 | 400,000 | — | 1,773,863 | 2,402,756 | 383,800 | 12,100 | 4,972,519 |

  122. Summary Compensation Table

    | (1) The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. |

  123. Summary Compensation Table

    | (2) Amounts reflect the grant date fair value, determined in accordance with FASB ASC Topic 718 (“ASC 718”), of grants of RSUs. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2023, see Note 15, Stock-based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  124. Summary Compensation Table

    | (3) For 2023, for Mr. Shaukat, the amount reflects $155,583 in expense relating to the extension of his option exercisability period, as computed in accordance with ASC 718, and $2,337,301 relating to the grant date fair value of his grant of stock options. Amounts reflect the aggregate grant date fair values determined in accordance with ASC 718. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2023, see Note 15, Stock-based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  125. Summary Compensation Table

    | (4) For 2023, the amount reported reflects the aggregate annual bonus program payouts paid in early 2024 for performance related to 2023 for each of Mses. Wolfe Herd and Subramanian. For more information on the determination of these amounts based on the achievement of 2023 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.” |

  126. Summary Compensation Table

    | (5) For 2023, amounts in this column reflect the amount of Bumble’s contribution to our 401(k) Savings Plan on behalf of each NEO. |

  127. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  128. Grants of Plan-Based Awards in 2023

    | | | | Est. Future Payouts under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: | All Other Option Awards: | | | | Name | Award Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Number of Shares (#) | Number of Options (#) | Exercise or Base Price of Option Awards ($/Sh)(2) | Grant Date Fair Value of Stock and Option Awards ($) | | Whitney Wolfe Herd | 1/1/2023 | | 225,000 | 450,000 | 675,000 | | | | | | | 3/14/2023 | 2/18/2023 | | | | 165,950 | | | 3,265,896 | | | 3/14/2023 | 2/18/2023 | | | | | 216,889 | $19.68 | 2,677,863 | | Anuradha B. Subramanian | 1/1/2023 | | 192,000 | 384,000 | 576,000 | | | | | | | 3/14/2023 | 2/9/2023 | | | | 80,762 | | | 1,589,396 | | | 3/14/2023 | 2/9/2023 | | | | | 105,553 | $19.68 | 1,303,231 | | Tariq M. Shaukat | 1/1/2023 | | 250,000 | 500,000 | 750,000 | | | | | | | 3/14/2023 | 2/9/2023 | | | | 121,696 | | | 2,394,977 | | | 3/14/2023 | 2/9/2023 | | | | | 159,052 | $19.68 | 2,337,301 | | Laura Franco | 1/1/2023 | | 215,000 | 430,000 | 645,000 | | | | | | | 3/14/2023 | 2/9/2023 | | | | 119,484 | | | 2,351,445 | | | 3/14/2023 | 2/9/2023 | | | | | 156,160 | $19.68 | 1,928,061 |

  129. Grants of Plan-Based Awards in 2023

    | (1) Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2023 under our annual cash incentive program for executive officers. For more information on the determination of these amounts based on achievement of 2023 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.” |

  130. Grants of Plan-Based Awards in 2023

    | (2) The exercise price of the stock options is the closing price of the Company’s Class A common stock on the date of grant. |

  131. Grants of Plan-Based Awards in 2023

    | 60 | 2024 Proxy Statement |

  132. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2023.

  133. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options— exercisable (#) | Number of Securities Underlying Unexercised Options— unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | | Whitney Wolfe Herd | 3/14/2023(1) | Options | — | 216,889 | 19.68 | 3/14/2033 | | | | | 3/14/2023(2) | RSUs | | | | | 165,950 | 2,446,103 | | | 1/29/2020(3) | Time Vesting Incentive Units | | | | | 1,414,636 | 4,385,372 | | | 1/29/2020(4) | Exit Vesting Incentive Units | | | | | 1,244,355 | 3,857,501 | | Anuradha B. Subramanian | 3/14/2023(1) | Options | | 105,553 | 19.68 | 3/14/2033 | | | | | 3/14/2023(2) | RSUs | | | | | 80,762 | 1,190,432 | | | 5/13/2022(5) | Options | 80,539 | 103,551 | 25.54 | 5/13/2032 | | | | | 5/13/2022(6) | RSUs | | | | | 30,189 | 444,986 | | | 9/21/2020(3) | Time Vesting Incentive Units | | | | | 143,861 | 250,318 | | | 9/21/2020(4) | Exit Vesting Incentive Units | | | | | 126,546 | 220,190 | | Tariq M. Shaukat | 5/13/2022(5) | Options | 100,674 | | 25.54 | 12/31/2024 | | | | Laura Franco | 3/14/2023(1) | Options | | 156,160 | 19.68 | 3/14/2033 | | | | | 3/14/2023(2) | RSUs | | | | | 119,484 | 1,761,194 | | | 5/13/2022(5) | Options | 60,404 | 77,664 | 25.54 | 5/13/2032 | | | | | 5/13/2022(6) | RSUs | | | | | 22,642 | 333,743 | | | 11/2/2020(3) | Time Vesting Incentive Units | | | | | 131,874 | 0 | | | 11/2/2020(4) | Exit Vesting Incentive Units | | | | | 116,001 | 0 |

  134. Outstanding Equity Awards at December 31, 2023

    | (1) Each option award reflected in the table with a March 14, 2023 grant date is scheduled to vest 25% on February 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on February 10, 2027. |

  135. Outstanding Equity Awards at December 31, 2023

    | (2) Each RSU award reflected in the table with a March 14, 2023 grant date is scheduled to vest 25% on February 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on February 10, 2027. |

  136. Outstanding Equity Awards at December 31, 2023

    | (3) The Time-Vesting Incentive Units vest as to 20% of such units on each of the first five anniversaries of the applicable vesting reference date. The vesting reference date for Ms. Wolfe Herd’s Incentive Units is January 29, 2020; the vesting reference date for Ms. Subramanian’s Incentive Units is September 21, 2020 and the vesting reference date for Ms. Franco’s Incentive Units is November 2, 2020. |

  137. Outstanding Equity Awards at December 31, 2023

    | | 61 |

  138. Outstanding Equity Awards at December 31, 2023

    | (4) The Exit-Vesting Incentive Units vest in 36 equal monthly installments, with the first installment vesting on August 29, 2022, or, if earlier, on the achievement of the specified performance thresholds subject in each case to the executive’s continued employment or service through the applicable vesting date. The specified performance thresholds for the Exit-Vesting Incentive Units are as follows: (i) one-third of the Exit-Vesting Incentive Units vest when and if affiliates of Blackstone receive cash proceeds (or, solely with respect to Ms. Wolfe Herd’s Incentive Units, marketable securities) in respect of their common equity in the Company and its subsidiaries equal to (x) a 2.5x multiple on its investment and (y) a 17.5% annualized internal rate of return on its investment; (ii) one-third of the Exit-Vesting Incentive Units vest when and if affiliates of Blackstone receive cash proceeds (or, solely with respect to Ms. Wolfe Herd’s Incentive Units, marketable securities) in respect of their common equity in the Company and its subsidiaries equal to (x) a 3.0x multiple on its investment and (y) a 17.5% annualized internal rate of return on its investment; and one-third of the Exit-Vesting Incentive Units vest when and if affiliates of Blackstone receive cash proceeds (or solely with respect to Ms. Wolfe Herd’s Incentive Units, marketable securities) in respect of their common equity in the Company and its subsidiaries equal to (x) a 3.5x multiple on its investment and (y) a 17.5% annualized internal rate of return on its investment. |

  139. Outstanding Equity Awards at December 31, 2023

    | (5) Each option award reflected in the table with a May 13, 2022 grant date vested 25% on March 29, 2023 and then in equal quarterly installments thereafter such that the award is fully vested on March 29, 2026. |

  140. Outstanding Equity Awards at December 31, 2023

    | (6) Each RSU award reflected in the table with a May 13, 2022 grant date vested 25% on March 29, 2023 and then in equal quarterly installments thereafter such that the award is fully vested on March 29, 2026. |

  141. Outstanding Equity Awards at December 31, 2023

    | (7) Value with respect to the Incentive Units was determined based on the difference between the December 29, 2023 closing market price of our common stock of $14.74 per share and the applicable distribution threshold. |

  142. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  143. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Whitney Wolfe Herd | 1,493,226 | 15,398,561 | | Anuradha B. Subramanian | 175,332 | 915,926 | | Tariq M. Shaukat | 484,910 | 3,611,212 | | Laura Franco | 156,807 | 387,920 |

  144. Option Exercises and Stock Vested in 2023

    | (1) For Ms. Wolfe Herd, represents 1,493,226 Incentive Units that vested in 2023; for Ms. Subramanian, represents 23,479 RSUs and 151,853 Incentive Units that vested in 2023; for Mr. Shaukat, represents 29,349 RSUs and 455,561 Incentive Units that vested in 2023; and for Ms. Franco, represents 17,609 RSUs and 139,198 Incentive Units that vested in 2023. |

  145. Option Exercises and Stock Vested in 2023

    | (2) Value for Incentive Units was determined by the difference between the closing market price of our common stock on the applicable vesting date and the applicable distribution threshold. Once an Incentive Unit vests, it is eligible to be converted for Common Units, which Common Units are eligible for exchange for shares of our Class A common stock upon the NEO’s election. During 2023, Mr. Shaukat converted 967,066 vested Incentive Units for 167,304 Common Units and converted 167,304 of those Common Units into 167,304 shares of our Class A common stock. |

  146. Option Exercises and Stock Vested in 2023

    | 62 | 2024 Proxy Statement |

  147. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth the estimated incremental payments and benefits that would have been payable to our NEOs upon termination of employment and/or in connection with a change in control, assuming that the triggering event occurred on December 29, 2023. Due to the number of factors that affect the nature and amount of any potential payments or benefits, actual payments and benefits may differ from those presented in the table below.

  148. Potential Payments upon Termination or Change in Control

    | | Payment Scenario | Cash Salary Severance ($)(1) | Cash Bonus Severance ($)(2) | Equity with Accelerated Vesting ($)(3)(4) | Continued Health Benefits ($)(5) | Total ($) | | Whitney Wolfe Herd | Termination Without Cause or for Good Reason | 650,000 | 450,000 | 4,734,575 | 19,769 | 5,854,344 | | | Termination Without Cause or for Good Reason following Change in Control | 650,000 | 450,000 | 10,688,976 | 19,769 | 11,808,745 | | | Death or Disability | — | — | — | — | — | | | Change in Control(6) | — | — | 4,385,372 | — | 4,385,372 | | Anuradha B. Subramanian | Termination Without Cause or for Good Reason | 480,000 | — | — | 19,145 | 499,145 | | | Termination Without Cause or for Good Reason following Change in Control | 480,000 | — | 2,105,926 | 19,145 | 2,605,071 | | | Death or Disability | — | — | — | — | — | | Tariq M. Shaukat(7) | Termination Without Cause or for Good Reason | — | — | 155,583 | — | 155,583 | | | Termination Without Cause or for Good Reason following Change in Control | — | — | — | — | — | | | Death or Disability | — | — | — | — | — | | Laura Franco | Termination Without Cause or for Good Reason | 430,000 | — | — | — | 430,000 | | | Termination Without Cause or for Good Reason following Change in Control | 430,000 | — | 2,094,937 | — | 2,524,937 | | | Death or Disability | — | — | — | — | — |

  149. Potential Payments upon Termination or Change in Control

    | (1) “Cash Salary Severance” represents, for Ms. Wolfe Herd, 12 months of base salary payable over 12 months and for Mses. Subramanian and Franco 12 months of their respective base salary payable over 12 months. |

  150. Potential Payments upon Termination or Change in Control

    | (2) With respect to a December 29, 2023 termination date, bonuses for 2023 which would have been earned by the named executive officers (as set forth in the Summary Compensation Table under Non-Equity Incentive Plan Compensation) are not included as “Cash Bonus Severance.” Such amounts are $424,836, $362,527 and $0 for Mses. Wolfe Herd, Subramanian and Ms. Franco,respectively. For Ms. Wolfe Herd, the cash payment in the table represents an amount equal to her target bonus, payable within 60 days following her termination. Ms. Wolfe Herd would receive the amount in the table plus the earned bonus (as set forth in the Summary Compensation Table under Non-Equity Incentive Plan Compensation, found in the “Executive Compensation” section of this Proxy Statement) in the event of a termination without “cause” or a resignation for “good reason” on December 29, 2023. |

  151. Potential Payments upon Termination or Change in Control

    | | 63 |

  152. Potential Payments upon Termination or Change in Control

    | (3) Represents, for Ms. Wolfe Herd (i) in the event of a termination without “cause” or her resignation for “good reason” prior to a change in control, an additional 20% of her Time-Vesting Incentive Units accelerating and becoming vested upon such termination of employment (and, in addition, her Exit-Vesting Incentive Units will remain eligible to vest for 180 days following such termination of employment); and (ii) in the event of a change in control (including termination of employment without “cause” or resignation for “good reason” on such change in control), full acceleration and vesting of Time-Vesting Incentive Units and Exit-Vesting Incentive Units, assuming all performance conditions are satisfied in full. |

  153. Potential Payments upon Termination or Change in Control

    | (4) Represents, for each of Mses. Subramanian and Franco, (i) full acceleration and vesting of Time-Vesting Incentive Units, in the case of a termination of the applicable executive’s employment without cause or for the executive’s resignation for “good reason” following a change in control and full acceleration and vesting of Exit-Vesting Incentive Units, assuming all performance conditions are satisfied in full and (ii) full acceleration and vesting of outstanding stock options and RSUs in the case of a termination without “cause” following a change in control. For Mr. Shaukat, represents the value of the extension of his option exercisability period. |

  154. Potential Payments upon Termination or Change in Control

    | (5) Amounts reflect the Company’s cost of providing continued health insurance benefits coverage as provided in the respective executive’s employment agreements, as described below. |

  155. Potential Payments upon Termination or Change in Control

    | (6) Represents full acceleration of Time-Vesting Incentive Units upon a change in control. |

  156. Potential Payments upon Termination or Change in Control

    | (7) Mr. Shaukat’s employment with the Company terminated effective August 28, 2023 and Mr. Shaukat served in an advisory role from August 28, 2023 through December 31, 2023. Mr. Shaukat’s stock options and restricted stock units of the Company and incentive units of Buzz Holdings L.P. continued to vest during the advisory period and the exercise period of Mr. Shaukat’s vested options was extended until December 31, 2024. Per SEC rules, because Mr. Shaukat was not serving as a named executive officer of the Company at the end of the last completed fiscal year, the disclosure for Mr. Shaukat applies only to his resignation event as described above. |

  157. CEO Pay Ratio

    CEO Pay Ratio For the fiscal year 2023, the annual total compensation for the median employee of the Company, other than our CEO, was $153,500. As set forth in the Summary Compensation Table, the total annual compensation of our CEO was $7,031,795. Based on this information, for fiscal year 2023 our CEO pay ratio was 46:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee, we used the following methodology:

  158. CEO Pay Ratio

    | ● | To determine our total population of employees, we included all full-time, part-time, and temporary employees as of December 31, 2023. We did not exclude any non-U.S. employees. |

  159. CEO Pay Ratio

    | ● | We determined our median compensated employee by using a ‘total direct compensation’ measure consisting of: (i) fiscal year 2023 base salary or hourly wages, including overtime pay, (ii) bonuses and commission payable for fiscal year 2023, and (iii) grant date fair value, determined in accordance with ASC 718, of any equity awards granted in fiscal year 2023. |

  160. CEO Pay Ratio

    | ● | We annualized the base pay of any part-time or full-time employees who were employed by us for less than the full year. |

  161. CEO Pay Ratio

    | ● | Payments made in foreign currencies were converted to U.S. dollars using 12-month average exchange rates for the year. |

  162. CEO Pay Ratio

    | | 67 |

  163. Pay Versus Performance

    Pay Versus Performance

  164. Pay Versus Performance Table

    Pay Versus Performance Table The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other named executive officers for the fiscal year 2023. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), the amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with Item 402(v). Footnotes (2) and (4) below set forth the adjustments from the total compensation for each NEO reported in the Summary Compensation Table (“SCT”) above. They do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the non-CEO NEOs ’ compensation for each fiscal year, please see the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement and the Executive Compensation section of our 2023 Proxy Statement, as applicable. The following table provides summary information concerning pay versus performance for our CEO and non-CEO NEOs for the years ended December 31, 2023, 2022 and 2021.

  165. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for CEO ($) (1) | Compensation Actually Paid to CEO ($) (2)(5) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) (4)(5) | Total Stockholder Return ($) (6) | Index Total Stockholder Return ($) (7) | Net Income ($ Millions) (8) | Total Revenue ($ Millions) (9) | | 2023 | 7,031,795 | (15,584,729) | 4,576,451 | (5,182,198) | 20.96 | 70.41 | (1.9) | 1,051.8 | | 2022 | 16,234,030 | (41,123,355) | 7,707,501 | (2,765,959) | 29.94 | 49.12 | (114.1) | 903.5 | | 2021 | 1,125,200 | 75,084,565 | 956,913 | 16,653,709 | 48.16 | 93.68 | 281.7 | 760.9 |

  166. Pay Versus Performance Table

    | (1) Reflects compensation amounts reported in the “Summary Compensation Table” for our then-CEO, Whitney Wolfe Herd, for the respective years shown. |

  167. Pay Versus Performance Table

    | (2) Compensation actually paid (“CAP”) to our CEO in 2023 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |

  168. Pay Versus Performance Table

    | Year | 2023 | | CEO | Whitney Wolfe Herd | | SCT Total Compensation ($) | 7,031,795 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (5,943,759) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 3,878,052 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (18,956,975) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (1,593,842) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | | Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($) | — | | Compensation Actually Paid ($) | (15,584,729) |

  169. Pay Versus Performance Table

    | (3) The following non-CEO named executive officers are included in the average figures shown below: |

  170. Pay Versus Performance Table

    | 2021: Tariq M. Shaukat and Anuradha B. Subramanian |

  171. Pay Versus Performance Table

    | 68 | 2024 Proxy Statement |

  172. Pay Versus Performance Table

    | (4) Average CAP for our non-CEO NEOs in 2023 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |

  173. Pay Versus Performance Table

    | Year | 2023 | | Non-CEO NEOs | See note (3) | | SCT Total Compensation ($) | 4,576,451 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (4,019,998) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,559,838 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (1,562,832) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (1,855,992) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (3,931,526) | | Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($) | 51,861 | | Compensation Actually Paid ($) | (5,182,198) |

  174. Pay Versus Performance Table

    | (5) CAP, as required under SEC rules, reflects adjustments to unvested and vested equity awards during the years shown in the table based on year-end (or vesting date) accounting valuations. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant decrease to 2023 and 2022 CAP). |

  175. Pay Versus Performance Table

    The valuation methodology for Exit-Vesting Incentive Unit fair values is calculated based on the Monte Carlo pricing model (or the stock price in the case of a vesting date value). As of the measurement date, adjustments to the fair values have been made using the stock price as of the measurement date and updated assumptions (i.e., expected time to liquidity event, volatility, dividend yield, risk free interest rates). The weighted-average assumptions the Company used in the Monte Carlo model for the modified Exit-Vesting Incentive Units are as follows:

  176. Pay Versus Performance Table

    | Date | Dividend Yield | Expected Volatility | Risk-Free Interest Rate | Expected Time to Liquidity Event (Years) | | 12/31/2021 | — | 60% | 0.47% | 1.3 | | 7/15/2022 | — | 60% | 2.1% to 3.1% | 1.0 | | 12/31/2022 | — | 75% | 4.1% to 4.7% | 1.0 | | 12/31/2023 | — | 50% | 4.4% to 5.5% | 0.75 |

  177. Pay Versus Performance Table

    On July 15, 2022 (the “Modification Date”), the Exit-Vesting Incentive Units were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award. Incremental expense associated with the modification of the Exit-Vesting Incentive Units for the CEO was $15.0 million and average incremental expense associated with this modification for Non-CEO NEOs was $2.2 million. These amounts are expected to be recognized over a period of 3.0 years and is disclosed in the Summary Compensation Table. If the performance conditions are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting Incentive Units and the associated stock-based compensation will be accelerated pursuant to the terms of the award agreements. The fair value of the Exit-Vesting Incentive Units as of the date of any vesting date since the Modification Date is based on the Company’s stock price as of such vesting date.

  178. Pay Versus Performance Table

    | | 69 |

  179. Pay Versus Performance Table

    Incremental expense for the modified Exit-Vesting Incentive Units was based on the Modification Date fair value of modified Exit-Vesting Incentive Units. The Modification Date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted above. The valuation methodology for Time-Vesting Incentive Unit and stock option fair values is calculated based on the Black-Scholes option pricing model as of the dates below. As of each measurement date, adjustments to the fair values have been made using the stock price as of the dates below and updated assumptions (i.e., expected life, volatility, dividend yield, risk free interest rates) as of the measurement date. The assumptions the Company used in the Black-Scholes model for the Time-Vesting Incentive Units at each measurement date are as follows:

  180. Pay Versus Performance Table

    | Date | Dividend Yield | Expected Volatility | Risk-Free Interest Rate | Expected Life (Years) | | 12/31/2021 | — | 55% to 60% | 0.1% to 1.1% | 0.1 to 3.8 | | 12/31/2022 | — | 75% | 4.1% to 4.7% | 0.1 to 2.8 | | 12/31/2023 | — | 50% | 4.3% to 5.5% | 0.1 to 1.8 |

  181. Pay Versus Performance Table

    The assumptions the Company used in the Black-Scholes model for the stock at each measurement date are as follows:

  182. Pay Versus Performance Table

    | Date | Dividend Yield | Expected Volatility | Risk-Free Interest Rate | Expected Life (Years) | | 12/31/2022 | — | 55% | 3.9% to 4.0% | 4.8 to 6.3 | | 12/31/2023 | — | 55% | 3.9% | 3.8 to 4.2 |

  183. Pay Versus Performance Table

    Time-vesting RSU fair values are calculated using the stock price. The value of the Time-Vesting Incentive Units as of the date of any vesting date is based on the Company’s stock price as of such vesting date. Adjustments have been made using the stock price as of year-end.

  184. Pay Versus Performance Table

    | (6) For the relevant fiscal year, represents the cumulative total stockholder return (“TSR”) of Bumble for the measurement periods ending on December 31, 2023, and 2022 and from February 10, 2021 to December 31, 2021. |

  185. Pay Versus Performance Table

    | (7) For the relevant fiscal year, represents the cumulative TSR of the Nasdaq CTA Internet Index (the “Index”) for the measurement periods ending on December 31 of each of 2023, 2022 and 2021, respectively. The Nasdaq CTA Internet Index is the same index we use in our performance graph in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2023. |

  186. Pay Versus Performance Table

    | (8) Reflects “Net earnings (loss)” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022 and 2021. |

  187. Pay Versus Performance Table

    | (9) Reflects “Revenue” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022 and 2021. |

  188. Pay Versus Performance Table

    | 70 | 2024 Proxy Statement |

  189. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  190. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List Identified in accordance with the requirements of Item 402(v)(6), the following performance measures, presented in no particular order, represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2023:

  191. Pay Versus Performance Tabular List

    | ● | Total Revenue; |

  192. Pay Versus Performance Tabular List

    | ● | Adjusted EBITDA Margin; and |

  193. Pay Versus Performance Tabular List

    | ● | Total Paying Users. |

  194. Pay Versus Performance Tabular List

    The Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial or non-financial performance measures specifically to link NEO CAP to Company performance. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  195. Pay Versus Performance Tabular List

    | | 73 |

  196. Pay Versus Performance Tabular List

    | Ownership of Securities |

  197. Pay Versus Performance Tabular List

    The following table sets forth information regarding the beneficial ownership of shares of our Class A common stock and of Common Units, as of April 8, 2024, by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Bumble Inc., (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. The percentage of beneficial ownership of (1) Class A common stock is based upon 126,115,281 shares issued and outstanding and (2) Common Units is based upon 172,356,836 Common Units outstanding (including 126,115,281 Common Units held directly or indirectly by the Company), in each case as of April 8, 2024. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of Class A common stock and/or Common Units, as applicable, issuable pursuant to the exchange of Common Units, conversion of vested Incentive Units, or otherwise are either immediately exchangeable or convertible within 60 days of April 8, 2024. These securities are deemed to be outstanding and beneficially owned by the person holding those Common Units or Incentive Units, as applicable, for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all securities shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Bumble Inc., 1105 West 41st Street, Austin, Texas 78756.

  198. Pay Versus Performance Tabular List

    | | Class A Common Stock Beneficially Owned(1) | | Common Units Beneficially Owned(1) | | Combined Voting Power(2) | | Name of Beneficial Owner | Number | Percentage | Number | Percentage | Percentage | | Parties to our Stockholders Agreement as a group | 30,829,963 | 24.5% | 46,192,185 | 26.8% | 89.0% | | Blackstone(3) | 30,116,110 | 23.9% | 23,961,274 | 13.9% | 62.9% | | Whitney Wolfe Herd(4) | 713,853 | * | 22,230,911 | 12.9% | 26.0% | | Ann Mather(5) | 14,983 | * | — | — | * | | Lidiane S. Jones | — | — | — | — | — | | R. Lynn Atchison(6) | 14,983 | * | — | — | * | | Matthew S. Bromberg(7) | 14,983 | * | — | — | * | | Amy M. Griffin(8) | 167,683 | * | — | — | * | | Sissie L. Hsiao(9) | 10,992 | * | — | — | * | | Jonathan C. Korngold | — | — | — | — | — | | Jennifer B. Morgan | — | — | — | — | — | | Elisa A. Steele(10) | 39,431 | * | — | — | * | | Pamela A. Thomas-Graham(11) | 21,518 | * | — | — | * | | Anuradha B. Subramanian(12) | 156,718 | * | — | — | * | | Tariq M. Shaukat(13) | 120,989 | * | — | — | * | | Laura Franco(14) | 126,968 | * | — | — | * | | Current directors and executive officers as a group (12 persons)(15) | 1,155,144 | * | 22,230,911 | 12.9% | 26.1% |

  199. Pay Versus Performance Tabular List

    | 74 | 2024 Proxy Statement |

  200. Pay Versus Performance Tabular List

    | | Class A Common Stock Beneficially Owned(1) | | Common Units Beneficially Owned(1) | | Combined Voting Power(2) | | Name of Beneficial Owner | Number | Percentage | Number | Percentage | Percentage | | Other 5% Stockholders: | | | | | | | The Vanguard Group(16) | 10,208,851 | 8.1% | — | — | 1.2% | | BlackRock, Inc.(17) | 9,915,582 | 7.9% | — | — | 1.2% |

  201. Pay Versus Performance Tabular List

    | * Represents less than 1%. |

  202. Pay Versus Performance Tabular List

    | (1) Subject to the terms of the exchange agreement, the Common Units are exchangeable for shares of our Class A common stock on a one-for-one basis. See “Transactions With Related Persons—Exchange Agreement.” Beneficial ownership of Common Units reflected in this table has not also been reflected as beneficial ownership of shares of our Class A common stock for which such units may be exchanged. In calculating the percentage of Common Units beneficially owned, the Common Units held by Bumble Inc. are treated as outstanding. |

  203. Pay Versus Performance Tabular List

    | (2) Represents percentage of voting power of the Class A common stock and Class B common stock of Bumble Inc. voting together as a single class. In general, each share of our Class A common stock entitles its holder to one vote on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Shares of Class B common stock have no economic rights but each share generally entitles each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of Common Units held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders is entitled to outsized voting rights as follows. Until the High Vote Termination Date (the earlier to occur of (i) seven years from the closing of the IPO and (ii) the date the parties to the stockholders agreement cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units), each share of Class A common stock held by a Principal Stockholder entitles such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally. |

  204. Pay Versus Performance Tabular List

    | (3) Information about the number of shares beneficially owned is based on information reported by the Blackstone Funds (as defined below) on Schedule 13D/A filed with the SEC on March 5, 2024. Reflects 12,802 shares of Class A common stock, 23,700,687 Common Units and one share of Class B common stock directly held by BX Buzz ML-5 Holdco L.P., 213,881 Common Units and one share of Class B common stock directly held by BX Buzz ML-6 Holdco L.P., 46,706 Common Units and one share of Class B common stock directly held by BX Buzz ML-7 Holdco L.P., 1,311,478 shares of Class A common stock directly held by BX Buzz ML-1 Holdco L.P., 18,045,239 shares of Class A common stock directly held by BX Buzz ML-2 Holdco L.P., 2,929,491 shares of Class A common stock directly held by BX Buzz ML-3 Holdco L.P. and 7,817,100 shares of Class A common stock directly held by BX Buzz ML-4 Holdco L.P. (together, the “Blackstone Funds”). |

  205. Pay Versus Performance Tabular List

    | BX Buzz ML-1 GP LLC is the general partner of BX Buzz ML-1 Holdco L.P. BX Buzz ML-2 GP LLC is the general partner of BX Buzz ML-2 Holdco L.P. BX Buzz ML-3 GP LLC is the general partner of BX Buzz ML-3 Holdco L.P. BX Buzz ML-4 GP LLC is the general partner of BX Buzz ML-4 Holdco L.P. BX Buzz ML-5 GP LLC is the general partner of BX Buzz ML-5 Holdco L.P. BX Buzz ML-6 GP LLC is the general partner of BX Buzz ML-6 Holdco L.P. BX Buzz ML-7 GP LLC is the general partner of BX Buzz ML-7 Holdco L.P. |

  206. Pay Versus Performance Tabular List

    | BXG Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-1 Holdco L.P. and the sole member of BX Buzz ML-1 GP LLC. BCP Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-2 Holdco L.P. and the sole member of BX Buzz ML-2 GP LLC. BSOF Buzz Aggregator LLC is the sole limited partner of BX Buzz ML-3 Holdco L.P. and the sole member of BX Buzz ML-3 GP LLC. BTO Buzz Holdings II L.P. is the sole limited partner of BX Buzz ML-4 Holdco L.P. and the sole member of BX Buzz ML-4 GP LLC. Blackstone Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-5 Holdco L.P. and the sole member of BX Buzz ML-5 GP LLC. Blackstone Tactical Opportunities Fund – FD L.P. is the sole limited partner of BX Buzz ML-6 Holdco L.P. and the sole member of BX Buzz ML-6 GP LLC. Blackstone Family Investment Partnership Growth–ESC L.P. is the sole limited partner of BX Buzz ML-7 Holdco L.P. and the sole member of BX Buzz ML-7 GP LLC. |

  207. Pay Versus Performance Tabular List

    | BTO Holdings Manager—NQ L.L.C. is the general partner of Blackstone Buzz Holdings L.P. Blackstone Tactical Opportunities Associates—NQ L.L.C. is the managing member of BTO Holdings Manager—NQ L.L.C. BTOA—NQ L.L.C. is the sole member of Blackstone Tactical Opportunities Associates—NQ L.L.C. Blackstone Tactical Opportunities Associates III—NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund—FD L.P. BTO DE GP—NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III—NQ L.P. |

  208. Pay Versus Performance Tabular List

    | BXG Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership—Growth ESC L.P. Blackstone Holdings II L.P. is the sole member of BXG Side-by-Side GP L.L.C. |

  209. Pay Versus Performance Tabular List

    | | 75 |

  210. Pay Versus Performance Tabular List

    | BXG Holdings Manager L.L.C. is the general partner of BXG Buzz Holdings L.P. Blackstone Growth Associates L.P. is the managing member of BXG Holdings Manager L.L.C. BXGA L.L.C. is the general partner of Blackstone Growth Associates L.P. |

  211. Pay Versus Performance Tabular List

    | Blackstone Strategic Opportunity Associates L.L.C. is the managing member of BSOF Buzz Aggregator L.L.C. Blackstone Holdings II L.P. is the sole member of Blackstone Strategic Opportunity Associates L.L.C. BCP VII Holdings Manager—NQ L.L.C. is the general partner of BCP Buzz Holdings L.P. Blackstone Management Associates VII NQ L.L.C. is the managing member of BCP VII Holdings Manager—NQ L.L.C. BMA VII NQ L.L.C. is the managing member of Blackstone Management Associates VII NQ L.L.C. |

  212. Pay Versus Performance Tabular List

    | Blackstone Holdings II L.P. is the managing member of each of BTOA—NQ L.L.C., BTO DE GP—NQ L.L.C., BXGA L.L.C., and BMA VII NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. |

  213. Pay Versus Performance Tabular List

    | BTO Holdings Manager L.L.C. is the general partner of BTO Buzz Holdings II L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the managing member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. |

  214. Pay Versus Performance Tabular List

    | Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. |

  215. Pay Versus Performance Tabular List

    | Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman may be deemed to beneficially own the securities directly or indirectly controlled by such Blackstone entities or him, but each disclaims beneficial ownership of such securities (other than the Blackstone Funds to the extent of their direct holdings). The address of Mr. Schwarzman and each of the other entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. |

  216. Pay Versus Performance Tabular List

    | (4) Reflects (a) 22,230,911 Common Units and one share of Class B common stock directly held by Beehive Holdings III, LP, (b) 31,054 shares of Class A common stock directly held by Ms. Wolfe Herd, (c) 10,372 shares of Class A common stock which Ms. Wolfe Herd has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units, (d) 67,777 shares of Class A common stock which Ms. Wolfe Herd has the right to acquire on or within 60 days of April 8, 2024 through the exercise of stock options, (e) 465,116 shares of Class A common stock held directly by Ms. Wolfe Herd’s spouse, (f) 23,255 shares of Class A common stock held by a trust, of which Ms. Wolfe Herd’s spouse is the trustee and (g) 116,279 shares of Class A common stock held in a foundation over which Ms. Wolfe Herd’s spouse may be deemed to have shared voting and dispositive power. Ms. Wolfe Herd may be deemed to have shared investment and voting power over the shares held by her spouse, the trust and the foundation described herein. The shares of Class A common stock described in (b) through (g) above are entitled to one vote per share. |

  217. Pay Versus Performance Tabular List

    | The general partner of Beehive Holdings II, LP is Beehive Holdings Management II, LLC. The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. Whitney Wolfe Herd is the sole member of Beehive Holdings Management II, LLC and Beehive Holdings Management III, LLC. The address of Ms. Wolfe Herd and each of the other entities listed in this footnote is c/o Bumble Inc., 1105 West 41st Street, Austin, Texas 78756. |

  218. Pay Versus Performance Tabular List

    | (5) Reflects 14,983 shares of Class A common stock which Ms. Mather has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units. |

  219. Pay Versus Performance Tabular List

    | (6) Reflects 14,983 shares of Class A common stock which Ms. Atchison has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units. |

  220. Pay Versus Performance Tabular List

    | (7) Reflects 14,983 shares of Class A common stock which Mr. Bromberg has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units. |

  221. Pay Versus Performance Tabular List

    | (8) Reflects (a) 152,700 shares of Class A common stock beneficially owned by Ms. Griffin’s spouse and (b) 14,983 shares of Class A common stock which Ms. Griffin has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units. Ms. Griffin may be deemed to have shared investment and voting power over the shares beneficially owned by her spouse. |

  222. Pay Versus Performance Tabular List

    | (9) Reflects 10,992 shares of Class A common stock which Ms. Hsiao has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units. |

  223. Pay Versus Performance Tabular List

    | (10) Reflects (a) 24,448 shares of Class A common stock directly held by Ms. Steele and (b) 14,983 shares of Class A common stock which Ms. Steele has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock unit. |

  224. Pay Versus Performance Tabular List

    | (11) Reflects (a) 6,535 shares of Class A common stock directly held by Ms. Thomas-Graham and (b) 14,983 shares of Class A common stock which Ms. Thomas-Graham has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units. |

  225. Pay Versus Performance Tabular List

    | (12) Reflects (a) 26,640 shares of Class A common stock directly held by Ms. Subramanian, (b) 5,048 shares of Class A common stock which Ms. Subramanian has the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units and (c) 125,030 shares of Class A common stock which Ms. Subramanian has the right to acquire on or within 60 days of April 8, 2024 through the exercise of stock options. |

  226. Pay Versus Performance Tabular List

    | (13) Reflects (a) 20,315 shares of Class A common stock directly held by Mr. Shaukat and (b) 100,674 shares of Class A common stock which Mr. Shaukat has the right to acquire on or within 60 days of April 8, 2024 through the exercise of stock options. Mr. Shaukat resigned effective August 28, 2023. |

  227. Pay Versus Performance Tabular List

    | 76 | 2024 Proxy Statement |

  228. Pay Versus Performance Tabular List

    | (14) Reflects (a) 27,524 shares of Class A common stock directly held by Ms. Franco and (b) 99,444 shares of Class A common stock which Ms. Franco has the right to acquire on or within 60 days of April 8, 2024 through the exercise of stock options. Ms. Franco resigned effective February 16, 2024. |

  229. Pay Versus Performance Tabular List

    | (15) Reflects (a) 846,027 shares of Class A common stock beneficially owned by our directors and executive officers, (b) 22,230,911 Common Units beneficially owned by our directors and executive officers and (c) 116,310 shares of Class A common stock which our directors and executive officers have the right to acquire on or within 60 days of April 8, 2024 through the vesting of restricted stock units and (d) 192,807 shares of Class A common stock which our directors and executive officers have the right to acquire on or within 60 days of April 8, 2024 through the exercise of stock options. |

  230. Pay Versus Performance Tabular List

    | (16) Information about shares beneficially owned is based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 13, 2024, in which The Vanguard Group reported that it has sole dispositive power with respect to 10,041,908 shares of Class A common stock, shared dispositive power with respect to 166,943 shares of Class A common stock, sole voting power with respect to 0 shares of Class A common stock and shared voting power with respect to 66,276 shares of Class A common stock. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, PA 19355. |

  231. Pay Versus Performance Tabular List

    | (17) Information about shares beneficially owned is based on information reported by BlackRock, Inc., on Schedule 13G filed with the SEC on January 26, 2024, in which BlackRock, Inc. reported that it has sole dispositive power with respect to 9,915,582 shares of Class A common stock, shared dispositive power with respect to 0 shares of Class A common stock, sole voting power with respect to 9,434,065 shares of Class A common stock and shared voting power with respect to 0 shares of Class A common stock. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, NY 10001. |