DEF 14A of EverQuote, Inc.
Filed Apr 24, 2024 · FY20230001193125-24-110178
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The first proposal on the agenda for the Annual Meeting is the election of seven director nominees to serve for a one-year term beginning at the Annual Meeting and ending at our 2025 annual meeting of stockholders, or the 2025 Annual Meeting. The terms of our current directors expire at the Annual Meeting. Directors are elected to hold office for a one-year term or until the election and qualification of their successors in office, subject to their earlier death, resignation or removal. Our board of directors has nominated David Blundin, Sanju Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields and Mira Wilczek for re-election to the board to hold office for a one-year-term expiring at our 2025 Annual Meeting or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Each of the nominees is a current member of our board of directors and has consented to serve if elected. Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the members of our board of directors. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our board of directors. Our board of directors may fill such vacancy at a later date or reduce the size of our board of directors. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.
Recommendation of our Board of Directors
Recommendation of our Board of Directors
The board of directors recommends that you vote “FOR” the election of each of David Blundin, Sanju
The board of directors recommends that you vote “FOR” the election of each of David Blundin, Sanju
Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields and
Bansal, Paul Deninger, Jayme Mendal, George Neble, John Shields and Mira Wilczek as directors.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Board of Directors The biographies of each of the nominees below contains information regarding each person’s service as a director on our board of directors, business experience and other experiences, qualifications, attributes or skills that caused our board to nominate him or her as a director. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors, including a commitment to understanding our business and industry. We also value our directors’ experience in relevant areas of business management and on other boards of directors and board committees. Below is information regarding our director nominees and directors whose terms are continuing after the Annual Meeting:
Board of Directors
| Name | Age | EverQuote Director Since | Independent | Committee Membership | | Sanju Bansal | 58 | 2014 | Yes | Audit Committee | | David Blundin | 56 | 2008 | No | — | | Paul Deninger | 65 | 2019 | Yes | Audit Committee, Compensation Committee | | Jayme Mendal | 38 | 2020 | No | — | | George Neble | 67 | 2018 | Yes | Audit Committee | | John Shields | 71 | 2018 | Yes | Audit Committee | | Mira Wilczek | 42 | 2017 | Yes | Compensation Committee |
Nominees for Election
Nominees for Election Sanju Bansal has served as a member of our board of directors since May 2014. Mr. Bansal has served as chief executive officer of Hunch Analytics, LLC, a data analytics company, since November 2013. Prior to funding Hunch Analytics, Mr. Bansal served in various executive leadership positions and as a director of MicroStrategy Incorporated, a worldwide provider of business intelligence software, including as executive vice president from 1993 to 2013 and chief operating officer from 1994 to 2012. Mr. Bansal also served as a member of MicroStrategy’s board of directors from 1993 to 2013, including as vice chairman from November 2000 to November 2013. Mr. Bansal has served as a director of SimilarWeb Ltd., a digital data and analytics company, since June 2021. Mr. Bansal also served as a director of Cvent, Inc., an event management software company, from November 1999 to June 2022, and as a director of CSRA Inc., an information technology services company specializing in national security, from November 2015 to April 2018. Mr. Bansal served as a director of The Advisory Board Company from 2009 until the company’s sale in November 2017. Mr. Bansal holds an S.B. degree in electrical engineering from the Massachusetts Institute of Technology and an M.S. degree in computer science from The Johns Hopkins University. We believe that Mr. Bansal is qualified to serve on our board of directors because of his deep background in consulting and information and systems technology, his leadership experience as a senior executive of a public company, his corporate governance experience from serving as a member of public company boards of directors, and his extensive knowledge of relevant technologies. David Blundin, one of our co-founders, has served as chairman of our board of directors since August 2008. Mr. Blundin is the founder of Link Ventures LLLP, a venture capital firm, where he has served as managing partner since January 2006. He is also the co-founder of Vestigo Ventures LLC, a venture capital firm, where he has served as managing partner since January 2016. Mr. Blundin is also chairman of the board of Vestmark, Inc., a portfolio management solutions company, where he served as chief executive officer from 2001 to 2008. In June 2005, Mr. Blundin co-founded Cogo Labs, Inc., a venture studio located in Cambridge, Massachusetts, where he has served as chairman since its founding and also served as chief executive officer until February 2017. From 1997 to 2000, Mr. Blundin was the chief executive officer and chairman of DataSage, Inc., a company he founded that used neural network technology for data analytics in industrial applications including online marketing. In 2000, DataSage was acquired by Vignette Corporation, where Mr. Blundin served as chief technologist until 2002. Since 2002, Mr. Blundin has founded and co-founded at least 10 software and internet companies in addition to Vestmark, including Autotegrity, Inc., a data analytics and online marketing company, and CourseAdvisor, an online research company. Prior to 1997, Mr. Blundin was president and chief executive officer of Cirrus Recognition Systems, one of the first commercially successful machine-learning companies. Mr. Blundin holds an S.B. degree in computer science from the Massachusetts Institute of Technology (MIT), where he researched neural network technology. His thesis at the MIT Artificial Intelligence Laboratory was entitled, “Neural Network Simulations on a Connection Machine.” We believe that Mr. Blundin is qualified to serve on our board of directors because of his extensive experience as a director of technology companies and deep knowledge of our company. Paul Deninger has served as a member of our board of directors since April 2019. Mr. Deninger was a senior advisor with Evercore, an investment banking advisory firm, from June 2016 to February 2020. He joined Evercore as a senior managing director in 2011 and was previously a vice chairman at Jefferies, a global securities and investment banking firm, since 2003. Prior to Jefferies, Mr. Deninger served as chairman and chief executive officer of Broadview, a technology investment banking firm he joined in 1987, from 1996 until its acquisition by Jefferies in 2003. Mr. Deninger also serves as a director and chair of the finance committee of Resideo Technologies Inc., a publicly held provider of home automation products and services. He served as a director of Iron Mountain Inc., a publicly traded information storage and retrieval company, from August 2010 to June 2021, and as vice chairman of the board of Epiphany Technology, a publicly held blank check company seeking to acquire a business in the enterprise IT market, from January 2021 to January 2023. Mr. Deninger holds a B.S. degree from Boston College and an M.B.A. degree from Harvard Business School. We believe that Mr. Deninger is qualified to serve on our board of directors due to his deep knowledge of capital markets, merger and acquisition strategies and technology services businesses as well as his extensive management experience. Jayme Mendal has served as our president, chief executive officer and a member of our board of directors since November 2020. Previously Mr. Mendal served as our chief operating officer from February 2019 to November 2020 and as our chief revenue officer from August 2017 to February 2019. Mr. Mendal previously served as the vice president of sales and marketing at PowerAdvocate, Inc., an energy intelligence company, from May 2017 to August 2017. Prior to that, Mr. Mendal served in multiple positions at PowerAdvocate, Inc., including senior director of sales and marketing from June 2015 to May 2017, director of corporate strategy and marketing from August 2014 to December 2015, and manager of corporate strategy from August 2013 to August 2014. From August 2007 to July 2010, he was a management consultant within the growth strategy division of Monitor Deloitte (formerly Monitor Group). Mr. Mendal holds a B.S. degree in finance and economics from Washington University in St. Louis and an M.B.A. degree from Harvard Business School. Mr. Mendal is qualified to serve on our board of directors due to his experience in leading our operations and previously our revenue functions, his extensive knowledge of our company and industry, as well as his vision and leadership as our president and chief executive officer. George Neble has served as a member of our board of directors since May 2018. Since July 2017, Mr. Neble has served as a business consultant. Mr. Neble has served as the audit committee chair and a board member of LumiraDx, a diagnostics company, since July 2020. Mr. Neble has also served as a director of Intapp, Inc., a publicly held leading provider of cloud-based software solutions for the financial services industry, since June 2021. He served as a director of Real Goods Solar, Inc., a publicly held provider of solar equipment from June 2019 to July 2021. From November 2012 to June 2017, Mr. Neble served as managing partner of the Boston office of Ernst & Young LLP, an accounting firm. Prior to that, Mr. Neble was a senior assurance partner at Ernst & Young from 2002 to 2012. Mr. Neble is a certified public accountant. He holds a B.S. degree in accounting from Boston College. We believe that Mr. Neble is qualified to serve on our board of directors because of his financial expertise and his experience in public accounting.
Nominees for Election
John Shields has served as a member of our board of directors since May 2018. He has served as the president of Advisor Guidance, Inc., a business consulting firm, since 2010, as a trustee of Domini Investment Trust, a registered investment company, since 2004, as a director of Vestmark, Inc. since December 2015, as a director of Cogo Labs, Inc., a startup incubator, since May 2008, and as a consultant in the financial services industry since 2002. From October 2016 to June 2018, Mr. Shields served as managing director, head of risk and regulatory compliance at CFGI, LLC, a financial consulting firm. From January 2014 to October 2016, he served as director, head of investment management consulting at Navigant Consulting, Inc. From 1998 to 2002, he served as chief executive officer of Citizens Advisers, Inc., an investment management company, chief executive officer of Citizens Securities, Inc., a registered broker-dealer, and president and interested trustee of the Citizens Funds mutual fund complex. Mr. Shields is a certified public accountant (inactive). He holds a B.S. degree in accounting from Saint Peter’s University. We believe that Mr. Shields is qualified to serve on our board of directors because of his financial and accounting expertise. Mira Wilczek has served as a member of our board of directors since February 2017. Ms. Wilczek served as a managing director at Link Ventures LLLP, a venture capital firm from June 2015 to June 2021. Since December 2019, Ms. Wilczek has served as a general partner of XLIX Ventures, a family investment office. She previously served as president and chief executive officer of Cogo Labs, Inc., a startup incubator, from October 2016 to November 2019 and was entrepreneur in residence at Cogo Labs from December 2013 until February 2017. Prior to joining Link Ventures, Ms. Wilczek founded Red Panda Security, a research consultancy specializing in mobile behavioral analytics, and served as its chief executive officer from 2012 to 2013. From 2009 to 2012, she served as director of business development at Lyric Semiconductor, a fabless semiconductor company. Ms. Wilczek holds an S.B. degree in electrical engineering and computer science and an M.B.A. degree from the Massachusetts Institute of Technology. We believe that Ms. Wilczek is qualified to serve on our board of directors because of her investment and operations experience in the technology industry.
Compensation Committee
| • | reviewing and making recommendations to our board of directors with respect to director compensation; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation paid to our named executive officers for the years presented.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jayme Mendal President and Chief Executive Officer | 2023 | 375,000 | 1,400,000 | 948,600 | 1,329,600 | 70,313 | 4,751 | 4,128,264 | | | 2022 | 317,300 | — | 891,710 | 1,347,856 | 225,000 | 4,406 | 2,786,272 | | Julia Brncic(5) General Counsel and Secretary | 2023 | 294,231 | — | 955,725 | 738,411 | 37,500 | 506 | 2,026,373 | | David Brainard Chief Technology Officer | 2023 | 330,000 | — | 1,232,400 | 173,762 | 46,875 | 4,656 | 1,787,693 | | | 2022 | 302,300 | — | 475,745 | 201,700 | 131,250 | 4,204 | 1,115,199 |
Summary Compensation Table
| (1) On December 26, 2023, the board of directors, upon the recommendation of the compensation committee, approved the payment of a discretionary cash bonus in the amount of $1.4 million, subject to all required taxes and withholdings, to Mr. Mendal in recognition of his performance in fiscal year 2023. |
Summary Compensation Table
| (2) The amounts reported represent the aggregate grant-date fair value of the stock grants awarded to the named executive officer during the year in question, calculated in accordance with FASB ASC Topic 718. Such grant-date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the sale of the stock or equity awards reported in this column are set forth in the notes to our consolidated financial statements included in our Annual Reports on Form 10-K for the years ended December 31, 2023 and December 31, 2022. The amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by the named executive officers in connection therewith. |
Summary Compensation Table
| (3) The amounts reported reflect the cash incentive amounts earned by the executives under our executive bonus plan. |
Summary Compensation Table
| (4) Consists of benefits made available to employees generally and includes matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of tax-deductible amounts. |
Summary Compensation Table
| (5) Ms. Brncic joined us in January 2023. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held as of December 31, 2023 by our named executive officers.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Jayme Mendal | 10/18/2017(1) | 125,880 | | $6.96 | 10/17/2027 | | | | | 6/11/2019(2) | | | | | 71,429 | $874,291 | | | 2/20/2020(3) | — | 265,554 | $45.17 | 2/19/2030 | | | | | 2/11/2022(4) | 54,701 | | | | 31,969 | $391,301 | | | 2/11/2022(5) | | 70,332 | $15.69 | 2/10/2032 | | | | | 2/17/2023(6) | | | | | 48,750 | $596,700 | | | 2/17/2023(7) | 22,500 | 97,500 | $15.81 | 2/16/2033 | | | | Julia Brncic | 2/17/2023(8) | | | | | 42,500 | $520,200 | | | 2/17/2023(9) | — | 53,000 | $15.81 | 2/16/2033 | | | | | 7/24/2023(10) | | | | | 37,500 | $459,000 | | | 7/24/2023(11) | 625 | 9,375 | $7.10 | 7/23/2033 | | | | | 7/24/2023(12) | 2,537 | 17,761 | $7.10 | 7/23/2033 | | | | David Brainard | 2/23/2021(13) | | | | | 9,291 | $113,722 | | | 2/11/2022(14) | | | | | 7,126 | $87,222 | | | 6/28/2022(15) | 9,375 | 15,625 | $9.41 | 6/7/2032 | | | | | 10/24/2022(16) | | | | | 25,000 | $306,000 | | | 10/24/2022(17) | — | 10,000 | $5.54 | 10/23/2032 | | | | | 2/17/2023(18) | | | | | 48,750 | $596,700 | | | 7/24/2023(19) | | | | | 37,500 | $459,000 | | | 7/24/2023(20) | 625 | 9,375 | $7.10 | 7/23/2033 | | | | | 7/24/2023(21) | 3,171 | 22,201 | $7.10 | 7/23/2033 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) The shares of our Class A common stock subject to this option were fully vested as of September 30, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These restricted stock units, representing the right to receive an equal number of shares of our Class A common stock, are scheduled to vest in equal quarterly installments over seven years from the grant date, subject to continued service with us through each applicable vesting date, with the first installment having vested on August 25, 2019. |
Outstanding Equity Awards at Fiscal Year-End
| (3) This performance stock option represents the right to purchase shares of our Class A common stock upon the achievement of certain market and performance conditions. The vesting of the performance option is subject to the achievement of certain value-weighted average price targets of the Class A common stock and the achievement of a performance condition of both trailing twelve months revenue and variable marketing dollar targets as determined based on our most recent financial statements filed with the SEC, provided that if the performance condition is not immediately satisfied, it may later be satisfied by determining achievement of both trailing twelve month targets based on any future financial statements filed by us with the SEC where the twelve month period measured includes the date on which the price target was achieved for the applicable shares. The price target and performance condition are measured monthly, and the performance option will vest with respect to 25% of the shares underlying the award on the first date both the price target and the performance condition are met. After the initial vesting of the performance option, the performance option will vest in additional 25% tranches at each time the target price and performance condition are met as measured on each anniversary of the initial vesting date. If the target price or market condition are not satisfied for any of the subsequent three annual vesting tranches, achievement will be reassessed monthly thereafter until the earlier of such time that the target price and the market condition are satisfied until the performance option is fully vested or the award terminates. If the initial target price is not achieved by February 20, 2024, the performance option will terminate on such date. Vesting is further subject to Mr. Mendal’s continued service through the applicable vesting date as our chief executive officer. |
Outstanding Equity Awards at Fiscal Year-End
| In the event of a change of control at a price per share greater than or equal to the price target, the market condition and the performance condition will be considered satisfied, and the performance option will vest with respect to 25% of the number of shares originally underlying the award. If Mr. Mendal’s employment is terminated without cause or for good reason within one year after or six months prior to a change of control that results in a vesting of the award, the performance option will vest in full and Mr. Mendal will have 12 months following his termination date to exercise the performance option. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The shares of our Class A common stock subject to this award are scheduled to vest in equal annual installments over four years from January 1 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The shares of our Class A common stock subject to this option are scheduled to vest in equal annual installments over four years from January 1 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from January 1 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from January 1 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) The shares of our Class A common stock subject to this award vested as to 25% of the grant twelve months after the vesting commencement date of February 15, 2023, with the remainder scheduled to vest in equal quarterly installments over three years, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The shares of our Class A common stock subject to this award vested as to 25% of the grant twelve months after the vesting commencement date of February 15, 2023, with the remainder scheduled to vest in equal quarterly installments over three years, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (12) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (13) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from February 13, 2020, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (14) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over four years from January 1, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (15) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from May 20, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (16) The shares of our Class A common stock subject to this award are scheduled to vest in equal quarterly installments over two years from November 20, 2022, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (17) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from November 20, 2024, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (18) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from January 1 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (19) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (20) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over four years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (21) The shares of our Class A common stock subject to this option are scheduled to vest in equal quarterly installments over two years from August 20 2023, subject to continued service with us through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
Severance and Change in Control Benefits We have entered into employment offer letters and agreements with our executive officers that, in certain cases, provide for severance and other benefits upon termination. We adopted an Executive Severance Plan, effective November 5, 2023, which provides compensation and benefits to certain executives upon separation from employment with the Company. In addition, in accordance with the terms of our 2008 Stock Incentive Plan (our “2008 Plan”) and our 2018 Plan, our board of directors has discretion to take certain actions in connection with specified corporate events that may provide benefits our executive officers and employees. We have provided more detailed information about these benefits below under “—Employment Offer Letters and Agreements” and “—Potential Payments upon Termination or Change in Control.” We believe that these additional benefits are reasonable and consistent with the objectives of our executive compensation program and with market practice among the companies with which we compete for executive talent. Other Benefits In addition to base salary, annual cash incentive bonuses, equity incentive awards and severance and change in control benefits, our executive officers receive certain perquisite and other benefits that are made available to employees generally, including matching 401(k) contributions, company paid life insurance premiums and company paid parking in excess of tax-deductible amounts. Anti-Hedging Policy We have adopted an insider trading policy that, among other things, expressly prohibits all of our employees, including our named executive officers, as well as our directors, and certain of their family members and related entities, from engaging in activities that are designed to hedge or offset any decrease in the market value of our securities. For additional detail, see “Directors, Executive Officers and Corporate Governance—Anti-Hedging Policy.” Incentive Compensation Recovery Policy We have adopted a compensation recovery policy that provides that, in the event there is an “Accounting Restatement” of the company’s financial statements, our compensation committee will attempt to recover any incentive-based compensation erroneously awarded to our executive officers. For additional detail, see “Directors, Executive Officers and Corporate Governance—Compensation Recovery Policy.”
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In the event of a qualifying termination of employment and/or the occurrence of a change of control of the Company, certain of our NEOs are entitled to certain payments and benefits under their employment agreements, severance compensation agreements and/or our severance policies. For a detailed summary of these payments and benefits, see the section entitled “Employment and Severance Compensation Agreements” that follows the table below.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Under our non-employee director compensation program, which our board of directors approved in May 2018 and became effective as of immediately prior to the commencement of trading of our Class A common stock on the Nasdaq Global Market, non-employee directors who are not affiliated with Link Ventures receive the cash compensation set forth below, and on the date of the first board meeting held on or after the date of each annual meeting of our stockholders, each non-employee director who is not affiliated with Link Ventures will be granted restricted stock units with respect to the number of shares of Class A common stock determined by dividing $125,000 by the closing price of our Class A common stock on the Nasdaq Global Market on the date of grant. Unless otherwise provided at the time of grant, and subject to the non-employee director’s continued service as a director, each such restricted stock unit will vest with respect to 100% of the shares subject thereto on the earlier of the first anniversary of the grant date and the date of our next annual meeting of stockholders and, in the event of a change in control of our company, the vesting of such restricted stock units will accelerate in full. Each non-employee director who is not affiliated with Link Ventures is eligible to receive compensation for his or her service on our board of directors or the audit committee or compensation committee of our board of directors, consisting of annual cash retainers paid quarterly in arrears, as set forth in the table below.
DIRECTOR COMPENSATION
| Position | Retainer | | Board member | $30,000 | | Audit committee chair | $20,000 | | Audit committee member | $10,000 | | Compensation committee chair | $12,000 | | Compensation committee member | $5,000 |
DIRECTOR COMPENSATION
The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2023.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Option awards ($)(2)(3) | Total ($) | | David Blundin | — | — | — | — | | Sanju Bansal | 40,000 | 124,996 | — | 164,996 | | Paul Deninger | 45,000 | 124,996 | — | 169,996 | | John Lunny(4) | 15,385 | — | — | 15,385 | | George Neble | 40,000 | 124,996 | — | 164,996 | | John Shields | 50,000 | 124,996 | — | 174,996 | | Mira Wilczek | 8,016 | — | — | 8,016 |
DIRECTOR COMPENSATION
| (1) The values disclosed represent the aggregate grant date fair value of restricted stock units granted to the director, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock unit grants reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
DIRECTOR COMPENSATION
| (2) The following table sets forth, with respect to each of our non-employee directors, the aggregate number of stock awards and the aggregate number of option awards outstanding as of December 31, 2023: |
DIRECTOR COMPENSATION
| Name | Stock Awards (#) | Option Awards (#) | | David Blundin | — | — | | Sanju Bansal | 7,852 | 20,000 | | Paul Deninger | 7,852 | — | | John Lunny | — | — | | George Neble | 7,852 | — | | John Shields | 7,852 | — | | Mira Wilczek | — | 180,000 |
DIRECTOR COMPENSATION
| (3) The values disclosed represent the aggregate grant date fair value of options to purchase shares granted to the director calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option grants reported in this column are set forth in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
DIRECTOR COMPENSATION
| (4) Mr. Lunny’s term of service on the board ended on June 8, 2023. |
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer, or PEO, and our non-PEO named executive officers, or Other NEOs, as presented in the Summary Compensation Table, or the SCT Amounts, (ii) the compensation actually paid, or CAP, to our PEO and Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the CAP Amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act. The compensation committee does not utilize CAP for compensation considerations and determinations.
Pay Versus Performance
| Year | Summary Compensation Table Total For PEO (1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Other NEOs(2)(3) | Average Compensation Actually Paid to Other NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income/ (Loss) (in thousands) | | 2023 | $4,128,264 | $2,532,429 | $3,814,065 | $1,916,301 | $32.77 | $(51,287) | | 2022 | $2,786,272 | $2,205,651 | $1,583,445 | $1,015,913 | $39.46 | $(24,416) | | 2021 | $1,418,565 | $(4,773,602) | $1,931,340 | $(46,047) | $41.93 | $(19,434) |
Pay Versus Performance
| (1) Jayme Mendal, our chief executive officer and president, was PEO for all years in the table. |
Pay Versus Performance
| (2) For 2023, Julia Brncic, our general counsel and secretary, and David Brainard, our chief technology officer, were Other NEOs. For 2021 and 2022, John Wagner, our former chief financial officer and treasurer, David Brainard, our chief technology officer, and David Mason, our former general counsel and secretary, who served in this role until October 2022, were Other NEOs. In addition, Nicholas Graham, our former chief revenue officer, and Craig Lister, our former chief marketing officer, were Other NEOs in 2021. |
Pay Versus Performance
| (3) The following table summarizes the adjustments made in accordance with Item 402(v) of Regulation S-K in order to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |
Pay Versus Performance
| | 2023 | | 2022 | | 2021 | | | Adjustments† | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | SCT Amounts | $4,128,264 | $3,814,065 | $2,786,272 | $1,583,445 | $1,418,565 | $1,931,340 | | (Subtraction): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (2,278,200) | (3,100,298) | (2,239,566) | (1,147,540) | (1,116,310) | (1,648,940) | | Addition: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 1,382,550 | 1,421,349 | 2,085,548 | 845,560 | 114,235 | 326,131 | | Addition (Subtraction): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (627,912) | (80,893) | (174,577) | (26,958) | (4,969,705) | (551,637) | | Addition: Vesting date fair value of awards granted and vested during the covered fiscal year | 236,625 | 74,075 | — | 135,093 | 505,688 | 208,574 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (308,898) | (211,997) | (139,321) | (196,567) | (726,075) | (311,515) | | (Subtraction): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | (112,705) | (177,120) | — | — | | CAP Amounts (as calculated) | $2,532,429 | $1,916,301 | $2,205,651 | $1,015,913 | $(4,773,602) | $(46,047) |
Pay Versus Performance
| † Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. |
Pay Versus Performance
| * Amounts presented are averages for the entire group of Other NEOs in each respective year. The compensation that we pay to our PEO and Other NEOs reflects our primary compensation objectives of attracting and retaining key executive officers critical to our long-term success, recognizing and rewarding overall company performance and each executive officer’s individual performance and level of responsibility and continuing to align our executive officers’ incentives with stockholders’ interests. Cash compensation, including bonus incentives, is a basic element of our executive officers’ total compensation. In addition, a significant portion of our executive officers’ realizable compensation is tied to the performance of our company and our stock price. We believe stock-based compensation aligns our executive officers’ interest and our stockholders’ interest in incentivizing our executive officers to achieve performance objectives and to create long-term stockholder value. If our executive officers are unable to create long-term stockholder value and the price of our stock declines, then the realizable value of such executive officer’s long-term stock-based compensation also declines. Consistent with its pay-for-performance philosophy, the compensation committee may elect to decrease any executive officer’s compensation, or take other corrective or remedial steps, for non-performance. In 2023, we incurred a net loss of $51.3 million and our cumulative total shareholder return (“TSR”) from market close on December 31, 2020 through the end of 2023 was $32.77 based on an initial investment of $100. For 2023, the CAP Amount for our PEO was $2,532,429 and the average of the CAP Amounts for our Other NEOs was $1,916,301. In 2022, we incurred a net loss of $24.4 million and our TSR from market close on December 31, 2020 through the end of 2022 was $39.46 based on an initial investment of $100. For 2022, the CAP Amount for our PEO was $2,205,651 and the average of the CAP Amounts for our Other NEOs was $1,015,914. In 2021, we incurred a net loss of $19.4 million and our TSR from market close on December 31, 2020 through the end of 2021 was $41.93 based on an initial investment of $100. For 2021, the CAP Amount for our PEO was $(4,773,602) and the average of the CAP Amounts for our Other NEOs was $(46,047). For each of 2023, 2022 and 2021 the CAP Amounts for our PEO and Other NEOs were not correlated to our TSR or net loss as the compensation committee does not utilize CAP for compensation considerations and determinations and the compensation committee does not use net loss or TSR as a performance measure to link executive compensation to company performance. |