DEF 14A of Bumble Inc., Apr 17, 2025

DEF 14A of Bumble Inc.

Filed Apr 17, 2025 · FY20240001193125-25-084347

Open on EDGAR

  1. Voting Agenda/Voting Matters

    | | Whitney Wolfe Herd Founder and Chief Executive Officer Age: 35 Director Since: January 2020 Committee Membership: – None | | Ann Mather Nominee for Re-election Chair of the Board Age: 65 Director Since: March 2020 Committee Membership: – Nominating and Corporate Governance (Chair) | | | R. Lynn Atchison Age: 65 Director Since: October 2020 Committee Membership: – Audit and Risk (Chair) | | Martin Brand Nominee for Re-election Age: 50 Director Since: August 2024 Committee Membership: – None | | | Matthew S. Bromberg Age: 58 Director Since: July 2020 Committee Membership: – None | | Amy M. Griffin Age: 49 Director Since: February 2021 Committee Membership: – Nominating and Corporate Governance | | | Sissie L. Hsiao Age: 46 Director Since: October 2023 Committee Membership: – None | | Jonathan C. Korngold Nominee for Re-election Age: 51 Director Since: January 2020 Committee Membership: – Compensation | | | Elisa A. Steele Age: 58 Director Since: July 2020 Committee Membership: – Audit and Risk – Compensation (Chair) | | Pamela A. Thomas-Graham Nominee for Re-election Age: 61 Director Since: August 2020 Committee Membership: – Audit and Risk – Compensation |

  2. 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 | x No single-trigger change-in-control provisions (except for a legacy provision for our CEO) | | ✓ 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 shareholder 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 for executives 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 incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act and Dodd-Frank | | | ✓ Retention of an independent compensation consultant | | | ✓ Appoint a Compensation Committee comprised solely of independent directors | |

  3. Nominees for Election to the Board of Directors in 2025

    Nominees for Election to the Board of Directors in 2025 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.

  4. Nominees for Election to the Board of Directors in 2025

    | | 23 |

  5. Class I—Directors Whose Term Expires in 2025

    Class I—Directors Whose Term Expires in 2025

  6. Class I—Directors Whose Term Expires in 2025

    | Age: 65 Director Since: March 2020 Committee Membership: ● Nominating and Corporate Governance (Chair) | Ann Mather PRINCIPAL OCCUPATION AND OTHER INFORMATION Ann Mather has served as the Chair of our Board of Directors since March 2025. Ms. Mather previously served as the Chair of our Board of Directors from March 2020 to December 2023. Prior to resuming her role as the Chair of our Board in March 2025, Ms. Mather served as the Lead Director from January 2024 to March 2025. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology and media companies, particularly public companies, overseeing and assessing company performance. Ms. Mather serves as a member of the board of directors of 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, Aible, Inc., an enterprise AI solutions provider, and Genesys Inc., a software company. 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. |

  7. Class I—Directors Whose Term Expires in 2025

    | Age: 50 Director Since: August 2024 Committee Membership: ● None | Martin Brand PRINCIPAL OCCUPATION AND OTHER INFORMATION Martin Brand has served as a member of our Board of Directors since August 2024. Mr. Brand is Head of North America Private Equity and Global Co-Head of Technology Investing at Blackstone, a global alternative asset manager. Before joining Blackstone in August 2003, Mr. Brand worked as a derivatives trader with Goldman Sachs in New York and Tokyo from August 1998 through June 2000, and was with McKinsey & Company in London from 2000 through 2001. He is a director of London Stock Exchange Group, UKG Software, Liftoff Mobile and First Eagle. Mr. Brand also serves as a trustee of the American Academy Berlin. Mr. Brand received a BA/MA in Mathematics and Computation, First Class Honors, from Oxford University in 1998 and an MBA from the Harvard Business School in 2003. QUALIFICATIONS Mr. Brand’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. |

  8. Class I—Directors Whose Term Expires in 2025

    | 24 | 2025 Proxy Statement |

  9. Class I—Directors Whose Term Expires in 2025

    | Age: 51 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. |

  10. Class I—Directors Whose Term Expires in 2025

    | Age: 61 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); 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. |

  11. Class I—Directors Whose Term Expires in 2025

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

  12. Class I—Directors Whose Term Expires in 2025

    | | 25 |

  13. 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.

  14. Class II—Directors Whose Term Expires in 2026

    Class II—Directors Whose Term Expires in 2026

  15. Class II—Directors Whose Term Expires in 2026

    | Age: 65 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, and Zen Business, a privately held business services company. 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. |

  16. Class II—Directors Whose Term Expires in 2026

    | 26 | 2025 Proxy Statement |

  17. Class II—Directors Whose Term Expires in 2026

    | Age: 58 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 is currently the President and CEO of Unity Technologies, a platform to create and grow games and interactive experiences across all major platforms from mobile, PC, and console, to extended reality. He previously 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. |

  18. Class II—Directors Whose Term Expires in 2026

    | Age: 49 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. |

  19. Class II—Directors Whose Term Expires in 2026

    | | 27 |

  20. Class II—Directors Whose Term Expires in 2026

    | Age: 46 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. |

  21. Class III—Directors Whose Term Expires in 2027

    Class III—Directors Whose Term Expires in 2027

  22. Class III—Directors Whose Term Expires in 2027

    | Age: 35 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 our Chief Executive Officer, and has served as a member of our Board of Directors since January 2020. From January 2024 to March 2025, she served as our Executive Chair. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020 to January 2024. She resumed her role as Chief Executive Officer in March 2025. 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. |

  23. Class III—Directors Whose Term Expires in 2027

    | 28 | 2025 Proxy Statement |

  24. Class III—Directors Whose Term Expires in 2027

    | Age: 58 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 Amplitude, Inc. (NASDAQ: AMPL), Nextdoor (NYSE: KIND), 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. |

  25. Class III—Directors Whose Term Expires in 2027

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

  26. Class III—Directors Whose Term Expires in 2027

    | | 29 |

  27. Class III—Directors Whose Term Expires in 2027

    | Compensation of Directors |

  28. Class III—Directors Whose Term Expires in 2027

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Ann Mather(2) | 375,000 | 251,791 | — | 626,791 | | R. Lynn Atchison(2) | 150,000 | 251,791 | — | 401,791 | | Sachin J. Bavishi(3)(4) | — | — | — | — | | Martin Brand(4) | — | — | — | — | | Matthew S. Bromberg | 75,000 | 251,791 | — | 326,791 | | Amy M. Griffin | 85,000 | 251,791 | — | 336,791 | | Sissie L. Hsiao | 75,000 | 251,791 | — | 326,791 | | Jonathan C. Korngold(4) | — | — | — | — | | Jennifer B. Morgan(4)(5) | — | — | — | — | | Elisa A. Steele | 145,000 | 251,791 | — | 396,791 | | Pamela Thomas-Graham(2) | 135,000 | 251,791 | — | 386,791 |

  29. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024.

  30. COMPENSATION OF DIRECTORS

    | Name | Time Vesting Incentive Units (#) | Exit Vesting Incentive Units (#) | RSUs (#) | | Ann Mather | 239,769 | 159,845 | 21,539 | | R. Lynn Atchison | 59,943 | 39,961 | 21,539 | | Sachin J. Bavishi | — | — | — | | Martin Brand | — | — | — | | Matthew S. Bromberg | 35,965 | 29,973 | 21,539 | | Amy M. Griffin | 59,943 | 39,961 | 21,539 | | Sissie L. Hsiao | — | — | 32,368 | | Jonathan C. Korngold | — | — | — | | Jennifer B. Morgan | — | — | — | | Elisa A. Steele | 23,976 | 26,642 | 21,539 | | Pamela Thomas-Graham | 59,943 | 39,961 | 21,539 |

  31. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Effective January 1, 2024, our Board of Directors adopted an updated compensation framework for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows: Cash Compensation:

  32. Non-Employee Director Compensation Policy

    | ● | 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. |

  33. Non-Employee Director Compensation Policy

    | ● | 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 is $50,000 annually, payable quarterly in arrears and pro-rated for the period of service. |

  34. Non-Employee Director Compensation Policy

    | ● | 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: |

  35. Non-Employee Director Compensation Policy

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

  36. Non-Employee Director Compensation Policy

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

  37. Non-Employee Director Compensation Policy

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

  38. Non-Employee Director Compensation Policy

    | ● | 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. |

  39. Non-Employee Director Compensation Policy

    | | 31 |

  40. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Equity-Based Compensation:

  41. 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 the Company’s Class A Common Stock, par value $0.01 per share (the “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. |

  42. 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 for the first time, 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. |

  43. COMPENSATION OF DIRECTORS

    Furthermore, all directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors, and expenses related to attendance at certain director continuing education programs are reimbursable, subject to pre-approval.

  44. COMPENSATION OF DIRECTORS

    | 32 | 2025 Proxy Statement |

  45. COMPENSATION OF DIRECTORS

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

  46. 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 2025. 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.

  47. REPORT OF THE AUDIT COMMITTEE

    Background information about our current executive officers is set forth below. Whitney Wolfe Herd, age 35, is the founder of Bumble app and our Chief Executive Officer, and has served as a member of our Board of Directors since January 2020. From January 2024 to March 2025, she served as our Executive Chair. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020 to January 2024. She resumed her role as Chief Executive Officer in March 2024. 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. Ronald J. Fior, age 67, has served as our Interim Chief Financial Officer since March 2025. Prior to joining the Company, Mr. Fior served as Interim Chief Financial Officer at Perch, a technology-driven ecommerce company, from April 2023 to February 2024, at Absolute Software (NASDAQ/TSX: ABST), a cybersecurity company, from March 2022 to November 2022, and at Trove Recommerce, a company enabling the resale ecosystem for brands, from February 2021 to March 2022. Mr. Fior is currently a partner of FLG Partners, LLC, a partnership of experienced chief financial officers delivering to chief executive officers and boards of directors high-value, interim and permanent leadership, a position he has held since 2020. Mr. Fior has over 30 years of experience serving as the chief financial officer of various U.S. and international companies. Mr. Fior started his career as a manager and senior auditor at Arthur Young. Mr. Fior holds a Bachelor of Commerce from the University of Saskatchewan and is a Chartered Professional Accountant of Alberta and Canada. Deirdre Runnette, age 56, has served as our Chief Legal Officer and Secretary since April 2025. Prior to joining the Company, Ms. Runnette served as General Counsel, Corporate Secretary and Chief People Officer at Flexe, Inc., a technology company providing warehousing infrastructure, from April 2019 to February 2024. Prior to her time at Flexe, Inc., Ms. Runnette was Senior Vice President, General Counsel and Corporate Secretary at Zulily, Inc., a direct-to-consumer retail company, from September 2012 to December 2018. Ms. Runnette has also served as a non-executive director at Naked Wines, plc, since June 2022 and is currently the interim Board Chair and Chair of the Renumeration Committee at Naked Wines, plc. Ms. Runnette holds a B.A. in English from Washington State University and a J.D. from the University of Montana.

  48. 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 2024. Our executive compensation program is designed to incentivize the achievement of our 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 2024, in alignment with the metrics indicated in the incentive program, our results were as follows:

  49. 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 for executives 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 and Dodd-Frank | | | ✓ Retention of an independent compensation consultant | | | ✓ Appoint a Compensation Committee comprised solely of independent directors | |

  50. Compensation Consultant

    Compensation Consultant Semler Brossy is the independent executive compensation consultant to the Compensation Committee and provides the following executive compensation consulting services to the Compensation Committee:

  51. Compensation Consultant

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

  52. Compensation Consultant

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

  53. Compensation Consultant

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

  54. Compensation Consultant

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

  55. Compensation Consultant

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

  56. Compensation Consultant

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

  57. Compensation Consultant

    Each year, as required by its Charter, the Compensation Committee evaluates the independence of its compensation consultant pursuant to the rules of the SEC and Nasdaq. Based on its review, the Compensation Committee does not believe that Semler Brossy had a conflict of interest with respect to the work performed for the Compensation Committee in 2024. The Compensation Committee believes the advice it receives from Semler Brossy 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:

  58. 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; |

  59. Compensation Consultant

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

  60. 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. |

  61. Compensation Consultant

    | 42 | 2025 Proxy Statement |

  62. 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. Semler Brossy provided the Compensation Committee with market information on base salaries, short-term incentive (“STI”) and long-term incentive (“LTI”) plan design and competitive analysis based on public disclosure of the 18 peer companies listed in the table below. Although the Compensation Committee does not target a fixed percentile relative to the peer group when setting executive compensation for our 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.

  63. Peer Group

    | 2024 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. |

  64. 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 2024, our named executive officers (except for Ms. Franco) 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 2024 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. Bonus payout amounts were based on the achievement of performance against a scorecard of financial and strategic objectives as shown in the following table:

  65. Short-Term Incentive Compensation

    | Scorecard Objectives | 2024 Weighting | | Revenue | 30% | | Adjusted EBITDA Margin | 20% | | Total Paying Users | 30% | | Individual performance | 20% |

  66. Short-Term Incentive Compensation

    We selected these performance measures for the following reasons:

  67. Short-Term Incentive Compensation

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

  68. Short-Term Incentive Compensation

    | ● | 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. |

  69. Short-Term Incentive Compensation

    “Adjusted EBITDA Margin” is defined as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, 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 (benefit) expense, impairment loss and restructuring costs as a percentage of revenue. For a discussion of the Company’s use of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of

  70. Short-Term Incentive Compensation

    | 44 | 2025 Proxy Statement |

  71. Short-Term Incentive Compensation

    Adjusted EBITDA and Adjusted EBITDA Margin to Net earnings (loss), please refer to Annex A of this Proxy Statement.

  72. Short-Term Incentive Compensation

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

  73. Short-Term Incentive Compensation

    “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 member that has purchased or renewed a Bumble app or Bumble For Friends app subscription plan and/or made an in-app purchase on Bumble app or Bumble For Friends 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 member that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month or made a purchase on one of our other apps that we owned and operated in a given month (excluding Official), 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. Geneva is a non-revenue generating app as of December 31, 2024 and is excluded from Total Paying Users.

  74. Short-Term Incentive Compensation

    | ● | Individual performance is described below. |

  75. Short-Term Incentive Compensation

    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 2024 STI plan.

  76. 2024 Short-Term Incentive Award Scorecard

    2024 Short-Term Incentive Award Scorecard

  77. 2024 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%) | $1,103M | $1,174M | $1,244M | $1,072M | 0.0% | | Adjusted EBITDA Margin (20%) | 29.2% | 30.0% | 30.8% | 28.4% | 0.0% | | Total Paying Users (in thousands) (30%) | 4,034 | 4,291 | 4,549 | 4,149 | 72.4% |

  78. 2024 Short-Term Incentive Award Scorecard

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

  79. 2024 Short-Term Incentive Individual Goals and Achievements

    2024 Short-Term Incentive Individual Goals and Achievements With respect to bonuses for each of our NEOs, the Compensation Committee considered their progress and achievements against the objectives outlined above. As a result of her resignation and in accordance with Company policy, Ms. Franco was not eligible for a bonus relating to 2024. 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 2024 to modify awards. Based on the achievement against the financial objectives and the strategic objectives in 2024, we determined the following payouts under the short-term incentive program to Mses. Wolfe Herd, Jones, Subramanian and Monteleone: $187,740, $189,826, $160,205 and $67,639, 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 Ms. Franco who was not eligible for a bonus relating to 2024), the amounts paid in respect of the 2024 short-term incentive program reflects a payout of 41.70% of each of Ms. Wolfe Herd’s, Ms. Jones’, Ms. Subramanian’s and 31.70% of Ms. Monteleone’s target bonus amounts. The target bonus amounts that our named executive officers who were employed by the Company as of December 31, 2024 were able to earn under the STI program for fiscal year 2024, and the amounts actually earned, are set forth in the following table:

  80. 2024 Short-Term Incentive Plan Payouts

    2024 Short-Term Incentive Plan Payouts

  81. 2024 Short-Term Incentive Plan Payouts

    | 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 | 21.7% | 100% | 41.70% | $187,740 | | Lidiane Jones | $455,000 (70% of salary) | 21.7% | 100% | 41.70% | $189,826 | | Anuradha B. Subramanian | $384,000 (80% of salary) | 21.7% | 100% | 41.70% | $160,205 | | Elizabeth Monteleone** | $213,236 (70% of salary) | 21.7% | 50% | 31.70% | $67,639 |

  82. 2024 Short-Term Incentive Plan Payouts

    | * Whitney Wolfe Herd’s 2024 target award opportunity was a fixed dollar amount of $450,000 (approximately 69% of base salary). |

  83. 2024 Short-Term Incentive Plan Payouts

    | ** Elizabeth Monteleone’s 2024 short-term incentive payout was pro-rated to reflect her mid-year promotion to Chief Legal Officer |

  84. 2024 Short-Term Incentive Plan Payouts

    As noted above, Ms. Franco was not eligible for a bonus relating to 2024.

  85. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Employee equity incentive awards are a meaningful way to share the Company’s success with the people who help create it and that includes our named executive officers. Unlike salary or bonuses, equity incentive awards are a long-term investment that aligns our team’s contributions with the Company’s growth. By providing equity incentive awards, we reward dedication and empower our employees as true stakeholders in our shared journey, ensuring mutual success. Equity incentive awards are considered “at-risk” compensation since it is directly tied to the performance of our stock price.

  86. Long-Term Equity Incentive Awards

    | 46 | 2025 Proxy Statement |

  87. 2024 Equity Awards

    2024 Equity Awards

  88. 2024 Equity Awards

    | Executive | Options (#) | Intended Option Value on Grant ($) | RSUs (#) | Intended RSU Value on Grant ($)* | | Whitney Wolfe Herd | 360,855 | $2,500,000 | 223,424 | $2,500,000 | | Lidiane Jones | 1,207,226 | $11,000,000 | 748,351 | $11,000,000 | | Anuradha B. Subramanian | — | $— | 178,739 | $2,000,000 | | Elizabeth Monteleone | 135,957 | $1,000,000 | 86,465 | $1,000,000 |

  89. 2024 Equity Awards

    | * The fair value for accounting purposes is different than the figures in the table given how awards are calculated based on a closing stock price average. |

  90. 2024 Equity Awards

    2024 Awards In January 2024, Ms. Jones received a sign-on equity grant pursuant to her employment agreement, in the form of 50% stock options and 50% time-based RSUs that vest 25% annually over four years. This grant was intended both to cover equity compensation for her first year and offset equity forfeited at her former employer. In May 2024, the Compensation Committee recommended to the Section 16 Subcommittee (as defined below) annual equity awards to the other named executive officers, as summarized below. The grant to Ms. Wolfe Herd consisted of 50% stock options and 50% time-based RSUs. Stock options and RSUs granted to Ms. Wolfe Heard were scheduled to vest 25% on March 10, 2025, and the remaining 75% vests in equal quarterly installments thereafter over the remaining three years. Ms. Subramanian’s annual equity refresh award grant consisted of 100% time-based RSUs with equal quarterly vests over 4 years with the first installment scheduled to vest on June 10, 2024. In June 2024, the Compensation Committee approved an equity grant for Ms. Monteleone comprised of 50% stock options and 50% time-based RSUs. These awards granted to Ms. Monteleone as an annual equity refresh award and to reflect her promotion to Chief Legal Officer were scheduled to vest 25% on March 10, 2025, with the remaining 75% vesting in equal quarterly installments thereafter over the remaining three years. Ms. Franco was not eligible for an equity based award in 2024. 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 2024 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.

  91. Employment Agreements

    Employment Agreements Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, which was updated with a letter agreement, dated December 29, 2023 setting forth the terms of her employment as the Company’s Executive Chair, effective January 2, 2024. Bumble Trading LLC entered into an employment agreement with Ms. Jones, dated as of November 3, 2023. Bumble Trading LLC also entered into an amended and restated employment agreement with Ms. Subramanian, dated as of September 23, 2022 and amended February 22, 2023, and with Ms. Franco, dated as of September 22, 2022 and amended February 22, 2023. Bumble Trading LLC entered into an employment agreement with Ms. Monteleone dated as of June 12, 2024. We refer to these agreements as the Wolfe Herd agreement, the Jones agreement, the Subramanian agreement, the Franco agreement and the Monteleone agreement, respectively. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for more details on the named executive officer employment agreements.

  92. Risk and Executive Compensation

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

  93. Risk and Executive Compensation

    | ● | Multiple performance measures; |

  94. Risk and Executive Compensation

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

  95. Risk and Executive Compensation

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

  96. Grant Timing

    Grant Timing We have adopted policies and procedures regarding the timing of when we grant awards, including options. We maintain an Equity Award Grant Policy, which was initially adopted in 2022, and has been revised from time to time. 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 also 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. The grant of equity-based awards made in 2024 to each of our named executive officers other than Ms. Jones was approved by the independent directors of our Compensation Committee designed to meet the requirements of

  97. Summary Compensation Table

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

  98. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Whitney Wolfe Herd Chief Executive Officer, Former Executive Chair | 2024 | 650,000 | — | 2,582,781 | 2,611,327 | 187,740 | 13,800 | 6,045,649 | | | 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 | | Lidiane Jones Former Chief Executive Officer | 2024 | 647,917 | 1,000,000 | 10,851,090 | 10,800,689 | 189,826 | 13,800 | 23,503,322 | | Anuradha B. Subramanian Former Chief Financial Officer | 2024 | 480,000 | — | 2,066,223 | — | 160,205 | 13,800 | 2,720,228 | | | 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 | | Elizabeth Monteleone Former Chief Legal Officer(1) | 2024 | 353,954 | 160,000 | 929,499 | 907,187 | 67,639 | 13,800 | 2,432,079 | | Laura Franco Former Chief Legal and Compliance Officer | 2024 | 55,404 | — | — | — | — | 2,212 | 57,616 | | | 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 |

  99. Summary Compensation Table

    | (1) Elizabeth Monteleone became our Chief Legal Officer effective June 12, 2024. Prior to being our Chief Legal Officer, Ms. Monteleone was our Assistant General Counsel. In accordance with SEC rules, the amounts reported for Ms. Monteleone for 2024 relate to amounts she received for the entire year, including that portion of time she was our Assistant General Counsel. Ms. Monteleone resigned effective April 11, 2025. |

  100. Summary Compensation Table

    | (2) The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. |

  101. Summary Compensation Table

    | (3) 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 2024, 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, 2024. |

  102. Summary Compensation Table

    | (4) 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 2024, 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, 2024. |

  103. Summary Compensation Table

    | (5) For 2024, the amount reported reflects the aggregate annual bonus program payouts paid in early 2025 for performance related to 2024 for each of Mses. Wolfe Herd, Jones, Subramanian and Monteleone. For more information on the determination of these amounts based on the achievement of 2024 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.” |

  104. Summary Compensation Table

    | (6) For 2024, amounts in this column reflect the amount of Bumble’s contribution to our 401(k) Savings Plan on behalf of each named executive officer. |

  105. Summary Compensation Table

    | (7) The sum of individual amounts may not always equal total amounts indicated due to rounding. |

  106. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  107. Grants of Plan-Based Awards in 2024

    | | | | 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 | 1/1/2024 | | 225,000 | 450,000 | 675,000 | | | | | | | 5/28/2024 | 5/22/2024 | | | | 223,424 | | | 2,582,781 | | | 5/28/2024 | 5/22/2024 | | | | | 360,855 | $11.56 | 2,611,327 | | Lidiane Jones | 1/1/2024 | | 227,500 | 455,000 | 682,500 | | | | | | | 1/2/2024 | 11/1/2023 | | | | 748,351 | | | 10,851,090 | | | 1/2/2024 | 11/1/2023 | | | | | 1,207,226 | $14.50 | 10,800,689 | | Anuradha B. Subramanian | 1/1/2024 | | 192,000 | 384,000 | 576,000 | | | | | | | 5/28/2024 | 5/23/2024 | | | | 178,739 | | | 2,066,223 | | Elizabeth Monteleone | 1/1/2024 | | 106,618 | 213,236 | 319,854 | | | | | | | 6/14/2024 | 6/11/2024 | | | | 86,465 | | | 929,499 | | | 6/14/2024 | 6/11/2024 | | | | | 135,957 | $10.57 | 907,187 |

  108. Grants of Plan-Based Awards in 2024

    | (1) Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2024 under our annual cash incentive program for executive officers. For more information on the determination of these amounts based on achievement of 2024 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.” |

  109. Grants of Plan-Based Awards in 2024

    | (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. |

  110. Grants of Plan-Based Awards in 2024

    | | 55 |

  111. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.

  112. Outstanding Equity Awards at December 31, 2024

    | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(18) | | Whitney Wolfe Herd | 5/28/2024(1) | Options | — | 360,855 | 11.56 | 5/28/2034 | | | | | 5/28/2024(2) | RSUs | | | | | 223,424 | 1,818,671 | | | 3/14/2023(3) | Options | 94,888 | 122,001 | 19.68 | 3/14/2033 | | | | | 3/14/2023(4) | RSUs | | | | | 93,347 | 759,845 | | | 1/29/2020(5) | Exit Vesting Incentive Units | | | | | 458,448 | — | | | 1/29/2020(6) | Time Vesting Incentive Units | | | | | 707,319 | — | | Lidiane Jones | 1/2/2024(7) | Options | | 1,207,226 | 14.50 | 1/2/2034 | | — | | | 1/2/2024(8) | RSUs | | | | | 748,351 | 6,091,577 | | Anuradha B. Subramanian | 5/28/2024(9) | RSUs | | | | | 145,226 | 1,182,140 | | | 3/14/2023(3) | Options | 46,179 | 59,374 | 19.68 | 3/14/2033 | | — | | | 3/14/2023(4) | RSUs | | | | | 45,429 | 369,792 | | | 5/13/2022(10) | Options | 126,561 | 57,529 | 25.54 | 5/13/2032 | | — | | | 5/13/2022(11) | RSUs | | | | | 16,772 | 136,524 | | | 9/21/2020(5) | Exit Vesting Incentive Units | | | | | 46,624 | — | | | 9/21/2020(6) | Time Vesting Incentive Units | | | | | 71,930 | — | | Elizabeth Monteleone | 6/14/2024(12) | Options | | 135,957 | 10.75 | 6/14/2034 | | — | | | 6/14/2024(13) | RSUs | | | | | 86,465 | 703,825 | | | 2/10/2023(14) | RSUs | | | | | 5,957 | 48,490 | | | 1/29/2022(15) | RSUs | | | | | 2,460 | 20,024 | | | 2/10/2021(16) | Options | 2,772 | 923 | 43.00 | 2/10/2031 | | — | | | 6/19/2020(17) | RSA | | | | | 3,583 | 29,166 | | Laura Franco(17) | 11/02/2020(5) | Exit Vesting Incentive Units | | | | | — | — | | | 11/02/2020(6) | Time Vesting Incentive Units | | | | | — | — |

  113. Outstanding Equity Awards at December 31, 2024

    | 56 | 2025 Proxy Statement |

  114. Outstanding Equity Awards at December 31, 2024

    | (1) Each option award reflected in the table with a May 28, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028. |

  115. Outstanding Equity Awards at December 31, 2024

    | (2) For Ms. Wolfe Herd, the RSU award reflected in the table with a May 28, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028. |

  116. Outstanding Equity Awards at December 31, 2024

    | (3) 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. |

  117. Outstanding Equity Awards at December 31, 2024

    | (4) 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. |

  118. Outstanding Equity Awards at December 31, 2024

    | (5) 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. |

  119. Outstanding Equity Awards at December 31, 2024

    | (6) 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; and the vesting reference date for Ms. Subramanian’s Incentive Units is September 21, 2020. |

  120. Outstanding Equity Awards at December 31, 2024

    | (7) The option award reflected in the table with a January 2, 2024 grant date is scheduled to vest 25% on January 2, 2025 and then in equal annual installments thereafter such that the award is fully vested on January 2, 2028. |

  121. Outstanding Equity Awards at December 31, 2024

    | (8) The RSU award reflected in the table with a January 2, 2024 grant date is scheduled to vest 25% on January 2, 2025 and then in equal annual installments thereafter such that the award is fully vested on January 2, 2028. |

  122. Outstanding Equity Awards at December 31, 2024

    | (9) For Ms. Subramanian, the RSU award reflected in the table with a May 28, 2024 grant date vested 6.25% on June 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028. |

  123. Outstanding Equity Awards at December 31, 2024

    | (10) 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. |

  124. Outstanding Equity Awards at December 31, 2024

    | (11) 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. |

  125. Outstanding Equity Awards at December 31, 2024

    | (12) The option award reflected in the table with a June 14, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028. |

  126. Outstanding Equity Awards at December 31, 2024

    | (13) The RSU award reflected in the table with a June 14, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028. |

  127. Outstanding Equity Awards at December 31, 2024

    | (14) Each RSU award reflected in the table with a February 10, 2023 grant date vested 25% on February 10, 2024, then 2% monthly installments through August 10, 2024, and then approximately 6% in quarterly installments thereafter such that the award is fully vested on December 10, 2026. |

  128. Outstanding Equity Awards at December 31, 2024

    | (15) Each RSU award reflected in the table with a January 29, 2022 grant date vested 25% on January 29, 2023, and then 2% monthly installments through May 29, 2024, and then approximately 6% in equal quarterly installments thereafter such that the award is fully vested on December 29, 2025. |

  129. Outstanding Equity Awards at December 31, 2024

    | (16) Each option award reflected in the table with a February 10, 2021 grant date vested 25% on February 10, 2022 and then in equal annual installments thereafter such that the award is fully vested on February 10, 2025. |

  130. Outstanding Equity Awards at December 31, 2024

    | (17) Each RSA award reflected in the table with a June 19, 2020 grant date vested 20% on January 29, 2021, and then in equal annual installments thereafter such that the award is fully vested on January 29, 2025. |

  131. Outstanding Equity Awards at December 31, 2024

    | (18) Value with respect to the Incentive Units was determined based on the difference between the December 31, 2024 closing market price of our Class A common stock of $8.14 per share and the applicable distribution threshold. |

  132. Outstanding Equity Awards at December 31, 2024

    | | 57 |

  133. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  134. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Whitney Wolfe Herd | 1,565,827 | 2,909,748 | | Lidiane Jones | — | — | | Anuradha B. Subramanian | 234,116 | 817,516 | | Elizabeth Monteleone | 9,084 | 95,344 | | Laura Franco | 35,977 | 396,687 |

  135. Option Exercises and Stock Vested in 2024

    | (1) For Ms. Wolfe Herd, represents 1,493,226 Incentive Units and 72,603 RSUs that vested in 2024; for Ms. Subramanian, represents 82,263 RSUs and 151,853 Incentive Units that vested in 2024; for Ms. Monteleone, represents 9,084 RSUs that vested in 2024; and for Ms. Franco, represents 6,106 Incentive Units and 29,871 RSUs that vested in 2024. |

  136. Option Exercises and Stock Vested in 2024

    | (2) Value for Incentive Units was determined by the difference between the closing market price of our Class A 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 2024, no NEO converted Incentive Units for Common Units and no NEO converted Common Units into shares of our Class A common stock. |

  137. Option Exercises and Stock Vested in 2024

    | 58 | 2025 Proxy Statement |

  138. 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 31, 2024. 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.

  139. Potential Payments upon Termination or Change in Control

    | | Payment Scenario | Cash Salary Severance ($)(1) | Cash Bonus Severance ($)(2) | Equity with Accelerated Vesting ($)(3)(4)(5)(6) | Continued Health Benefits ($)(7) | Total ($) | | Whitney Wolfe Herd | Termination Without Cause or for Good Reason | 650,000 | 450,000 | 0 | 13,471 | 1,113,471 | | | Termination Without Cause or for Good Reason following Change in Control | 650,000 | 450,000 | 2,578,516 | 13,471 | 3,691,987 | | | Death or Disability | — | — | — | — | — | | | Change in Control(8) | — | — | 0 | — | — | | Lidiane Jones | Termination Without Cause or for Good Reason | 650,000 | 455,000 | 3,045,785 | 7,747 | 4,158,532 | | | Termination Without Cause or for Good Reason following Change in Control | 650,000 | 455,000 | 6,091,577 | 7,747 | 7,204,324 | | | Death or Disability | — | — | — | — | — | | Anuradha B. Subramanian | Termination Without Cause or for Good Reason | 480,000 | — | — | 15,163 | 495,163 | | | Termination Without Cause or for Good Reason following Change in Control | 480,000 | — | 1,688,456 | 15,163 | 2,183,619 | | | Death or Disability | — | — | — | — | — | | Elizabeth Monteleone | Termination Without Cause or for Good Reason | 400,000 | — | — | 6,466 | 406,466 | | | Termination Without Cause or for Good Reason following Change in Control | 400,000 | — | 801,505 | 6,466 | 1,207,971 | | | Death or Disability | — | — | — | — | — | | Laura Franco | Termination Without Cause or for Good Reason | — | — | — | — | — | | | Termination Without Cause or for Good Reason following Change in Control | — | — | — | — | — | | | Death or Disability | — | — | — | — | — |

  140. Potential Payments upon Termination or Change in Control

    | | 59 |

  141. Potential Payments upon Termination or Change in Control

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

  142. Potential Payments upon Termination or Change in Control

    | (2) With respect to a December 31, 2024 termination date, bonuses for 2024 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 $187,740, $189,826, $160,205 and $67,639 for Mses. Wolfe Herd, Jones, Subramanian and Monteleone, 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 31, 2024. |

  143. 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 outstanding stock options, RSUs, Time-Vesting Incentive Units and Exit-Vesting Incentive Units, assuming all performance conditions are satisfied in full. The value with respect to the Incentive Units was determined based on the difference between the December 31, 2024 closing market price of our Class A common stock of $8.14 per share and the applicable distribution threshold. |

  144. Potential Payments upon Termination or Change in Control

    | (4) Represents, for Ms. Jones, (i) in the event of a termination without “cause” or her resignation for “good reason” prior to a change in control, two tranches of outstanding stock options and RSUs accelerating and becoming vested upon termination of employment; and (ii) full acceleration and vesting of stock options and RSUs in the case of a termination without “cause” or a resignation with “good reason” following a change in control. |

  145. Potential Payments upon Termination or Change in Control

    | (5) Represents, for Ms. Subramanian, (i) full acceleration and vesting of Time-Vesting Incentive Units, in the case of her termination of employment without cause or for her 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” or a resignation with “good reason” following a change in control. |

  146. Potential Payments upon Termination or Change in Control

    | (6) Represents, for Ms. Monteleone, full acceleration and vesting of outstanding stock options, RSUs, and Restricted Stock in the case of a termination without “cause” or a resignation with “good reason” following a change in control. |

  147. Potential Payments upon Termination or Change in Control

    | (7) 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. |

  148. Potential Payments upon Termination or Change in Control

    | (8) Represents full acceleration of Time-Vesting Incentive Units upon a change in control. Value with respect to the Incentive Units was determined based on the difference between the December 31, 2024 closing market price of our Class A common stock of $8.14 per share and the applicable distribution threshold. |

  149. CEO Pay Ratio

    CEO Pay Ratio For fiscal year 2024, the annual total compensation for the median employee of the Company, other than our CEO, was $124,280. During fiscal year 2024, Ms. Wolfe Herd served as CEO until January 1, 2024, and Ms. Jones served thereafter. Pursuant to the Pay Ratio Rules, in the event a company has multiple individuals serving as CEO during the applicable fiscal year, it is permissible to calculate the CEO pay ratio based on the annualized compensation of the individual serving as the CEO on the median employee identification date. As noted above, Ms. Lidiane was appointed our CEO effective January 2, 2024 and served in such capacity through December 31, 2024, the date on which we identified our median employee for purposes of calculating the CEO pay ratio for 2024. As such, for purposes of the CEO pay ratio calculation, given that Ms. Lidiane did not commence employment until January 2, 2024, we annualized certain elements of her compensation, including base salary and non-equity incentive plan compensation. All other components of compensation are the same amounts as disclosed in the Summary Compensation Table. Ms. Jones’ total annual compensation for the purposes of this calculation was $23,505,617. Based on this information, for fiscal year 2024 our CEO pay ratio was 189:1. 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:

  150. CEO Pay Ratio

    | ● | To determine our total population of employees, we included all full-time, part-time, and temporary employees as of December 31, 2024. We did not exclude any non-U.S. employees. |

  151. CEO Pay Ratio

    | ● | We determined our median compensated employee by using a ‘total direct compensation’ measure consisting of: (i) fiscal year 2024 base salary or hourly wages, including overtime pay, (ii) bonuses and commission payable for fiscal year 2024, and (iii) grant date fair value, determined in accordance with ASC 718, of any equity awards granted in fiscal year 2024. |

  152. 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. |

  153. CEO Pay Ratio

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

  154. CEO Pay Ratio

    Although we identified a new median employee for 2024, our calculation methodology for 2024 was the same methodology used to calculate our 2023 CEO pay ratio.

  155. Pay Versus Performance

    Pay Versus Performance 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 2024. 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 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 2024, 2023 and 2022 Proxy Statements, as applicable.

  156. Pay Versus Performance

    | | 65 |

  157. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides summary information concerning pay versus performance for our CEO and non-CEO NEOs for the years ended December 31, 2024, 2023, 2022 and 2021.

  158. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for CEO 1 ($) (1) | Summary Compensation Table Total for CEO 2 ($) (2) | Compensation Actually Paid to CEO 1 ($) (3) | Compensation Actually Paid to CEO 2 ($) (3) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (4) | Average Compensation Actually Paid to Non-CEO NEOs ($) (5)(6) | Total Stockholder Return ($) (7) | Index Total Stockholder Return ($) (8) | Net Income ($ Millions) (9) | Total Revenue ($ Millions) (10) | | 2024 | 6,045,649 | 23,503,322 | (6,543,959) | 12,083,906 | 1,736,641 | (624,840) | 11.58 | 91.21 | (768.4) | 1,071.6 | | 2023 | 7,031,795 | N/A | (15,584,729) | N/A | 4,576,451 | (5,182,198) | 20.96 | 70.41 | (1.9) | 1,051.8 | | 2022 | 16,234,030 | N/A | (41,123,355) | N/A | 7,707,501 | (2,765,959) | 29.94 | 49.12 | (114.1) | 903.5 | | 2021 | 1,125,200 | N/A | 75,084,565 | N/A | 956,913 | 16,653,709 | 48.16 | 93.68 | 281.7 | 760.9 |

  159. Pay Versus Performance Table

    | (1) Reflects compensation amounts reported in the “Summary Compensation Table” for Whitney Wolfe Herd, our CEO as of March 17, 2025 and who previously served as our CEO prior to January 2, 2024, for the respective years shown. |

  160. Pay Versus Performance Table

    | (2) Reflects compensation amounts reported in the “Summary Compensation Table” for Lidiane Jones, who served as our CEO from January 2, 2024 until March 17, 2025. |

  161. Pay Versus Performance Table

    | (3) Compensation actually paid (“CAP”) to our CEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |

  162. Pay Versus Performance Table

    | Year | 2024 | 2024 | | CEO | Whitney Wolfe Herd | Lidiane Jones | | SCT Total Compensation ($) | 6,045,649 | 23,503,322 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (5,194,110) | (21,651,778) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 3,245,176 | 10,232,362 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (5,865,383) | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (4,775,291) | — | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | | Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($) | — | — | | Compensation Actually Paid ($) | (6,543,959) | 12,083,906 |

  163. Pay Versus Performance Table

    | (4) The following non-CEO named executive officers are included in the average figures shown below: |

  164. Pay Versus Performance Table

    | 2024: Anuradha B. Subramanian (Chief Financial Officer), Elizabeth Monteleone (Chief Legal Officer) and Laura Franco (Former Chief Legal and Compliance Officer) |

  165. Pay Versus Performance Table

    | 2021: Tariq M. Shaukat (President) and Anuradha B. Subramanian (Chief Financial Officer) |

  166. Pay Versus Performance Table

    | 66 | 2025 Proxy Statement |

  167. Pay Versus Performance Table

    | (5) Average CAP for our non-CEO NEOs in 2024 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 | 2024 | | Non-CEO NEOs | See note (4) | | SCT Total Compensation ($) | 1,736,641 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (1,300,970) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 814,831 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (460,733) | | Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 96,629 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (419,483) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (1,091,755) | | Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($) | — | | Compensation Actually Paid ($) | (624,840) |

  169. Pay Versus Performance Table

    | (6) 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 2024, 2023 and 2022 CAP). |

  170. 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:

  171. 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 | | 12/31/2024 | — | 60% | 4.2% to 4.4% | 0.75 |

  172. 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 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.

  173. Pay Versus Performance Table

    | | 67 |

  174. 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:

  175. 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 | | 12/31/2024 | — | 55% to 60% | 4.2% to 4.4% | 0.1 to 0.7 |

  176. Pay Versus Performance Table

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

  177. 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 | | 12/31/2024 | — | 60% | 4.2% to 4.4% | 3.1 to 6.3 |

  178. 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.

  179. Pay Versus Performance Table

    | (7) For the relevant fiscal year, represents the cumulative total stockholder return (“TSR”) of Bumble for the measurement periods ending on December 31, 2024, 2023, 2022 and from February 10, 2021 to December 31, 2021. |

  180. Pay Versus Performance Table

    | (8) 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 2024, 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, 2024. |

  181. Pay Versus Performance Table

    | (9) 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, 2024, 2023, 2022 and 2021. |

  182. Pay Versus Performance Table

    | (10) 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, 2024, 2023, 2022 and 2021. |

  183. Pay Versus Performance Table

    | 68 | 2025 Proxy Statement |

  184. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  185. 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, 2024:

  186. Pay Versus Performance Tabular List

    | ● | Total Revenue; |

  187. Pay Versus Performance Tabular List

    | ● | Paying Users; and |

  188. Pay Versus Performance Tabular List

    | ● | Adjusted EBITDA Margin. |

  189. 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.

  190. Pay Versus Performance Tabular List

    | | 71 |

  191. Pay Versus Performance Tabular List

    | Ownership of Securities |

  192. 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 7, 2025, 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 103,230,596 shares issued and outstanding and (2) Common Units is based upon 149,440,316 Common Units outstanding (including 103,230,596 Common Units held directly or indirectly by the Company), in each case as of April 7, 2025. 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 7, 2025. 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.

  193. 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 | 31,042,819 | 30.1% | 46,192,185 | 30.9% | 91.4% | | Blackstone(3) | 30,116,110 | 29.2% | 23,961,274 | 16.0% | 64.7% | | Whitney Wolfe Herd(4) | 926,709 | * | 22,230,911 | 14.9% | 26.7% | | Ann Mather(5) | 29,030 | * | — | — | * | | R. Lynn Atchison(6) | 36,522 | * | — | — | * | | Martin Brand | — | — | — | — | — | | Matthew S. Bromberg(7) | 36,522 | * | — | — | * | | Amy M. Griffin(8) | 189,222 | * | — | — | * | | Sissie L. Hsiao(9) | 29,742 | * | — | — | * | | Jonathan C. Korngold | — | — | — | — | — | | Elisa A. Steele(10) | 60,970 | * | — | — | * | | Pamela A. Thomas-Graham(11) | 43,057 | * | — | — | * | | Elizabeth Monteleone(12) | 93,302 | * | — | — | * | | Lidiane S. Jones(13) | 423,596 | * | — | — | * | | Anuradha B. Subramanian(14) | 243,417 | * | — | — | * | | Laura Franco(15) | 27,524 | * | — | — | * | | Current directors and executive officers as a group (12 persons)(16) | 1,445,076 | 1.4% | 22,230,911 | 14.9% | 26.8% |

  194. Pay Versus Performance Tabular List

    | 72 | 2025 Proxy Statement |

  195. 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(17) | 10,208,851 | 9.9% | — | — | 1.2% | | BlackRock, Inc.(18) | 9,915,582 | 9.6% | — | — | 1.2% | | Ameriprise Financial, Inc.(19) | 6,382,493 | 6.2% | — | — | * |

  196. Pay Versus Performance Tabular List

    | * Represents less than 1%. |

  197. 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. |

  198. 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. |

  199. 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”). |

  200. 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. |

  201. 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. |

  202. 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. |

  203. Pay Versus Performance Tabular List

    | | 73 |

  204. 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. |

  205. 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. |

  206. 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. |

  207. 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. |

  208. 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. |

  209. 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. |

  210. 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. |

  211. 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) 99,475 shares of Class A common stock directly held by Ms. Wolfe Herd, (c) 10,371 shares of Class A common stock which Ms. Wolfe Herd has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units, (d) 212,213 shares of Class A common stock which Ms. Wolfe Herd has the right to acquire on or within 60 days of April 7, 2025 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. |

  212. 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. |

  213. Pay Versus Performance Tabular List

    | (5) Reflects (a) 7,491 shares of Class A common stock directly held by Ms. Mather and (b) 21,539 shares of Class A common stock which Ms. Mather has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units. |

  214. Pay Versus Performance Tabular List

    | (6) Reflects (a) 14,983 shares of Class A common stock directly held by Ms. Atchison and (b) 21,539 shares of Class A common stock which Ms. Atchison has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units. |

  215. Pay Versus Performance Tabular List

    | (7) Reflects (a) 14,983 shares of Class A common stock directly held by Mr. Bromberg and (b) 21,539 shares of Class A common stock which Mr. Bromberg has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units. |

  216. Pay Versus Performance Tabular List

    | (8) Reflects (a) 152,700 shares of Class A common stock beneficially owned by Ms. Griffin’s spouse, (b) 14,983 shares of Class A common stock directly held by Ms. Griffin and (c) 21,539 shares of Class A common stock which Ms. Griffin has the right to acquire on or within 60 days of April 7, 2025 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. |

  217. Pay Versus Performance Tabular List

    | (9) Reflects (a) 8,203 shares of Class A common stock directly held by Ms. Hsiao and (b) 21,539 shares of Class A common stock which Ms. Hsiao has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units. |

  218. Pay Versus Performance Tabular List

    | (10) Reflects (a) 39,431 shares of Class A common stock directly held by Ms. Steele and (b) 21,539 shares of Class A common stock which Ms. Steele has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock unit. |

  219. Pay Versus Performance Tabular List

    | (11) Reflects (a) 21,518 shares of Class A common stock directly held by Ms. Thomas-Graham and (b) 21,539 shares of Class A common stock which Ms. Thomas-Graham has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units. |

  220. Pay Versus Performance Tabular List

    | (12) Reflects (a) 55,618 shares of Class A common stock directly held by Ms. Monteleone and (b) 37,684 shares of Class A common stock which Ms. Monteleone has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options. Ms. Monteleone resigned effective April 11, 2025. |

  221. Pay Versus Performance Tabular List

    | (13) Reflects (a) 121,790 shares of Class A common stock directly held by Ms. Jones and (b) 301,806 shares of Class A common stock which Ms. Jones has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options. |

  222. Pay Versus Performance Tabular List

    | 74 | 2025 Proxy Statement |

  223. Pay Versus Performance Tabular List

    | (14) Reflects (a) 64,080 shares of Class A common stock directly held by Ms. Subramanian and (b) 179,337 shares of Class A common stock which Ms. Subramanian has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options. |

  224. Pay Versus Performance Tabular List

    | (15) Reflects 27,524 shares of Class A common stock directly held by Ms. Franco. Ms. Franco resigned effective February 16, 2024. |

  225. Pay Versus Performance Tabular List

    | (16) Reflects (a) 1,034,035 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) 161,650 shares of Class A common stock which our directors and executive officers have the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units and (d) 249,897 shares of Class A common stock which our directors and executive officers have the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options. Information regarding the beneficial ownership of our equity securities by Deirdre Runnette, who became our Chief Legal Officer effective April 14, 2025, is not included. As of April 7, 2025, Ms. Runnette did not beneficially own any of our shares of Class A common stock, RSUs or stock options, or any Common Units. |

  226. Pay Versus Performance Tabular List

    | (17) 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. |

  227. Pay Versus Performance Tabular List

    | (18) 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. |

  228. Pay Versus Performance Tabular List

    | (19) Information about shares beneficially owned is based on information reported by Ameriprise Financial, Inc., on Schedule 13G filed with the SEC on February 14, 2025, in which Ameriprise Financial, Inc. reported that it has sole dispositive power with respect to 0 shares of Class A common stock, shared dispositive power with respect to 6,382,493 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 6,381,548 shares of Class A common stock. Ameriprise Financial, Inc. listed its address as 145 Ameriprise Financial Center, Minneapolis, MN 55474. |

  229. Pay Versus Performance Tabular List

    | | 75 |

  230. Pay Versus Performance Tabular List

    | Transactions With Related Persons |