DEF 14A of GoPro, Inc., Apr 22, 2025

DEF 14A of GoPro, Inc.

Filed Apr 22, 2025 · FY20240001500435-25-000023

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of eight directors. Seven directors are nominated for election at the Annual Meeting to be held on June 3, 2025 and shall serve for a one-year term expiring at the 2026 annual meeting of stockholders, and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal. Shares represented by proxies will be voted “FOR” the election of each of the seven nominees named below, unless the proxy is marked to “WITHHOLD” authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

  2. Nominees to the Board of Directors

    Nominees to the Board of Directors The nominees, their occupations, ages, length of board service, independent status, total number of public company directorships as of April 8, 2025 and board committee assignments as of the date of the Annual Meeting, are provided in the table below. Additional biographical descriptions of each nominee follow after the table.

  3. Nominees to the Board of Directors

    | Name Primary Occupation | Age | Director Since | Independent | Total Number Of Public Company Directorships | Board Committees Effective as of the Date Of the Annual Meeting AC CLC NGC | | | | Nicholas Woodman Chief Executive Officer and Chairman of the Board GoPro, Inc. | 49 | 2004 | NO | 1 | | | | | Tyrone Ahmad-Taylor Lead Independent Director Independent Investor | 57 | 2018 | YES | 1 | | | • | | Emily S. Culp Hogue Chief Brand & Strategy Officer Body Health, LLC | 49 | 2025 | YES | 0 | | • | | | Michael C. Dennison Chief Executive Officer Fox Factory Holding Corp | 57 | 2025 | YES | 2 | • | | | | Shaz Kahng Independent Investor | 61 | 2021 | YES | 1 | • | | C | | Miguel A. Lopez Ben Board Member | 65 | 2025 | YES | 2 | C | • | | | Susan Lyne Managing Partner BBG Ventures | 73 | 2017 | YES | 2 | | C | • |

  4. Nominees to the Board of Directors

    C - Committee Chair AC - Audit Committee CLC - Compensation and Leadership Committee NGC - Nominating and Governance Committee

  5. Nominees to the Board of Directors

    | Nicholas Woodman Age: 49 Director Since: 2004 | Other Public Company Directorships: None | |

  6. Nominees to the Board of Directors

    Nicholas Woodman founded GoPro and has served as our Chief Executive Officer and a member of the board of directors since 2004, as Chairman since January 2014 and as President from 2004 until June 2014. Mr. Woodman got his start in 1998 by founding an online gaming company, Funbug.com. When that venture failed in 2001, Mr. Woodman planned an international surfing trip to look for inspiration. While preparing for that trip, Mr. Woodman had the idea for a 35mm film-based wrist camera that could be worn during sports like surfing, enabling the user to capture images while engaged in the sport. This idea became GoPro’s first product, the HERO Camera. In the years that followed, Mr. Woodman, along with friends, family and employees, innovated on the HERO Camera concept along with a wide array of mounting devices that would make it easy to mount the camera to everything from helmets to surfboards, vehicles and more. Mr. Woodman holds a B.A. in Visual Arts from the University of California, San Diego. We believe Mr. Woodman’s experience as the founder of GoPro and his knowledge of our products and customers give him the experience and leadership capabilities that qualify him to serve as a member of our board of directors.

  7. Nominees to the Board of Directors

    | Tyrone Ahmad-Taylor Age: 57 Director Since: 2018 Lead Independent Director Board Committees: Nominating and Governance | Other Public Company Directorships: None | |

  8. Nominees to the Board of Directors

    Mr. Ahmad-Taylor has served on our board of directors since June 2018 and the board has appointed Mr. Tyrone Ahmad-Taylor to serve as our lead independent director as of the 2025 Annual Meeting. From January 2023 to November 2024, Mr. Ahmad-Taylor served as Vice President, Organic Growth and Product Marketing of Snap, Inc. From June 2017 to December 2022, Mr. Ahmad-Taylor was Vice President, Product Marketing of Meta, an online social platform. Prior to his role at Meta, Mr. Ahmad-Taylor was CEO and President of THX Limited from November 2015 to May 2017. From March 2014 to July 2015, Mr. Ahmad-Taylor was Vice President, SmartTV Services of Samsung Electronics Company Limited and Head, SmartTV Services of Samsung Electronics Company Limited from October 2012 to March 2014. Mr. Ahmad-Taylor is currently an Advisory board member of the Consumer Technology Association and since September 2020, serves as a board member of the San Francisco Museum of Modern Art. We believe Mr. Ahmad-Taylor is qualified to serve as a member of our board of directors based on his extensive executive experience in the consumer products industry and his background in product development and marketing.

  9. Nominees to the Board of Directors

    | Emily S. Culp Hogue Age: 49 Director Nominee: 2025 Board Committees: Compensation and Leadership | Other Public Company Directorships: None | |

  10. Nominees to the Board of Directors

    The board has approved the nomination of Emily S. Culp to stand for election at the Company's 2025 Annual Meeting. Ms. Culp serves as the Chief Brand and Strategy Officer of BodyHealth, LLC, a nutritional supplement company. From February 2019 to April 2021, Ms. Culp served as CEO of Cover FX Skincare Inc., a clean beauty brand and President of Cover FX Skincare Inc., from November 2018 to February 2019. From July 2015 to July 2018, Ms. Culp served as the Chief Marketing Officer of Keds, a Wolverine Worldwide shoe brand company. Ms. Culp currently serves on the board of directors for Stio, a mountain life apparel company and Cordial, a cross-channel marketing and customer engagement platform. We believe Ms. Culp is qualified to serve as a member of our board of directors based on her extensive executive experience in the consumer products industry and her background in marketing and strategy.

  11. Nominees to the Board of Directors

    | Michael C. Dennison Age: 57 Director Nominee: 2025 Board Committees: Audit | Other Public Company Directorships: Fox Factory Holding Corp. (NASDAQ: FOXF) Solo Brands, Inc. (NYSE: DTC) | |

  12. Nominees to the Board of Directors

    The board has approved the nomination of Michael C. Dennison to stand for election at the Company's 2025 Annual Meeting. Since June 2019, Mr. Dennison serves as CEO of Fox Factory Holding Corp ("FOX") and from August 2018 to June 2019 served as President, Powered Vehicles Group of FOX. Mr. Dennison has been a member of FOX's Board of Directors since February 2018. Prior to his role at FOX, Mr. Dennison was President and Chief Marketing Officer of Flex, an electronics manufacturing company from January 2018 to August 2018, and President of Flex, Consumer Products Division from February 2012 to January 2018 and Vice President of Flex from April 1999 to February 2012. Since 2022, Mr. Dennison serves on the board of directors of Solo Brands, and since 2024 serves on the board of directors and chairman of K&N filters, a manufacturer of performance products. We believe Mr. Dennison is qualified to serve as a member of our board of directors based on his extensive executive experience in the consumer products industry and his experience on the boards of directors of other companies.

  13. Nominees to the Board of Directors

    | Shaz Kahng Age: 61 Director Since: 2021 Board Committees: Nominating and Governance (Chair); Audit | Other Public Company Directorships: None | |

  14. Nominees to the Board of Directors

    Shaz Kahng has served on our board of directors since October 2021. Since May 2012, Ms. Kahng has served as a strategic advisor for various PE and VC backed startups in consumer tech, including Tulip Retail and Westfield Labs. From November 2018 to March 2019, Ms. Kahng served as Chief Executive Officer at Gymboree, a portfolio of children's brands operating specialty retail stores. From May 2010 to December 2011, Ms. Kahng served as Chief Executive Officer at Lucy Activewear, a subsidiary of VF Corp., where she successfully led a turnaround while revitalizing the brand and achieving profitability. From 2004 to 2009, Ms. Kahng served in various leadership roles at Nike, Inc., the world's leading designer, marketer, and distributor of authentic athletic footwear, apparel, equipment, and accessories. Ms. Kahng is currently a Cornell University Council Member, a director of the Wharton Alumni for Boards, a member of the LiveGirl Advisory Council and is a former board director of Gymboree, OMSignal, and InsideTracker. We believe Ms. Kahng is qualified to serve as a member of our board of directors based on her extensive executive experience in the consumer products industry, her background in product development and marketing, and her experience on the boards of directors of other companies.

  15. Nominees to the Board of Directors

    | Miguel A. Lopez Ben Age: 65 Director Since: 2025 Board Committees: Audit (Chair); Compensation and Leadership | Other Public Company Directorships: Zeekr Group (NYSE: ZK) | |

  16. Nominees to the Board of Directors

    Miguel A. Lopez Ben ("Mick Lopez") has served on our board of directors since April 2025. From June 2020 to November 2024, Mr. Lopez was Chief Financial Officer of Ribbon Communications. From April 2018 to May 2020, Mr. Lopez served as Chief Financial Officer of Vista Outdoors, a leading global designer of outdoor consumer products. From February 2016 to July 2017, Mr. Lopez served as Chief Financial Officer of Veritas Technologies, a software leader in enterprise backup/data management company, and from February 2014 to January 2016, Mr. Lopez served as Chief Financial Officer of L3Harris Corporation a defense, aerospace and telecommunication business. Since May 2024, Mr. Lopez has served on the board of directors of Zeekr Intelligent Technologies. We believe Mr. Lopez is qualified to serve as a member of our board of directors based on his extensive executive experience as Chief Financial Officer and leadership in the areas of finance, strategy and audit oversight.

  17. Nominees to the Board of Directors

    | Susan Lyne Age: 73 Director Since: 2017 Board Committees: Compensation and Leadership (Chair), Nominating and Governance | Other Public Company Directorships: Blade Urban Air Mobility, Inc. (NASDAQ: BLDE) | |

  18. Nominees to the Board of Directors

    Susan Lyne has served on our board of directors since April 2017. Since January 2019, Ms. Lyne served as Managing Partner of BBG Ventures, an early-stage investment fund focused on women-led tech startups. From September 2014 through December 2018 she was President of this fund. From February 2013 to September 2014, Ms. Lyne was Chief Executive Officer of the AOL Brand Group where she oversaw the content brands of AOL, Inc., a global media technology company. From September 2008 to February 2013, she was Chief Executive Officer and then Chair of Gilt Groupe, Inc., the e-commerce company that pioneered flash sales in the United States. From 2004 to 2008, Ms. Lyne served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company. From 1996 to 2004, Ms. Lyne held various positions at The Walt Disney Company, a diversified worldwide entertainment company, including President of ABC Entertainment where she oversaw the development of shows including Desperate Housewives, Grey’s Anatomy, and Lost. Ms. Lyne is on the board of Blade Urban Air Mobility, Inc. and has previously served as a director of Gilt Groupe, Inc., AOL, Inc., Martha Stewart Living Omnimedia, Inc., Starz Entertainment Group, LLC, and CIT. In addition, Ms. Lyne is a member of the Rockefeller University Council and a member of the Council on Foreign Relations. We believe Ms. Lyne is qualified to serve as a member of our board of directors based on her experience on the boards of directors of other companies, her extensive executive experience and her background in the media and consumer products industries. There are no family relationships among our current directors and officers.

  19. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Only the non-employee directors of the Company are compensated for service on the Board. GoPro maintains a Director Compensation Policy ("Director Compensation Policy") and reviews and updates it on a regular basis. The Director Compensation Policy is intended to: •provide fair compensation commensurate with the work required to serve on our Board; •be aligned with compensation paid to directors at our peer group companies and reflect the size, scope and complexity of GoPro; •align directors' interests with the interests of our stockholders; and •be easily understood and communicated — both to the directors and to our stockholders.

  20. Components of 2024 Director Compensation

    Components of 2024 Director Compensation Annual Cash Retainers

  21. Components of 2024 Director Compensation

    | Cash Retainer | $60,000.00 | | Additional Cash Retainer for Lead Independent Director | $27,500.00 | | Additional Cash Retainer for chair of Audit Committee | $25,000.00 | | Additional Cash Retainer for Audit Committee member (other than chair) | $12,500.00 | | Additional Cash Retainer for chair of Compensation Committee | $20,000.00 | | Additional Cash Retainer for Compensation Committee member (other than chair) | $10,000.00 | | Additional Cash Retainer for chair of Nominating Committee | $20,000.00 | | Additional Cash Retainer for Nominating Committee member (other than chair) | $10,000.00 |

  22. Components of 2024 Director Compensation

    Annual Equity Grant

  23. Components of 2024 Director Compensation

    | Restricted Stock Units (RSUs) | $135,000.00 |

  24. Components of 2024 Director Compensation

    Form and Timing of Payments All equity awards (whether to employees, consultants or non-employee directors) are granted under the terms and conditions of one of our equity incentive compensation plans, which were adopted by the Board and approved by stockholders. Prior to our initial public offering in June 2014 ("IPO"), all equity awards were approved under and governed by the GoPro, Inc. 2010 Equity Incentive Plan ("2010 Plan"). At the time of our IPO, the GoPro, Inc. 2014 Equity Incentive Plan ("2014 Plan") became active, and all equity grants following the date of IPO were awarded under and governed by the 2014 Plan. In June 2023, the stockholders approved the GoPro, Inc. 2024 Equity Incentive Plan ("2024 Plan") which became effective on February 15, 2024, and all equity grants on or following February 15, 2024, were awarded under and governed by the 2024 Plan. RSU awards ("Annual RSUs") to directors are made annually following election to the Board at our Annual Meeting. Directors who are appointed to the Board between Annual Meetings receive a pro-rated award of RSUs. The award value is converted to RSUs using the average of our closing price in the last completed calendar month preceding the date of grant. The Annual RSU award vests as to 25% of the total RSUs granted in each quarter following the date of grant with the final 25% to vest on the earlier of the next Annual Meeting or the one-year anniversary of the date of grant, subject to continuous service on the Board through each vesting date. All RSUs will accelerate and vest in full in the event of a "change in control" of GoPro as defined in the applicable Equity Incentive Plan under which the awards were approved. The cash retainers are paid quarterly in arrears. Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings.

  25. Director Compensation

    Director Compensation The following table provides information for 2024 concerning all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2024. Nicholas Woodman, our Chief Executive Officer, is not included in the table below because he did not receive additional compensation for his services as a director. His compensation as an employee is shown in the “Executive Compensation Tables – 2024 Summary Compensation Table” section.

  26. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Tyrone Ahmad-Taylor | 70,000 | 120,678(2) | 190,678 | | Kenneth Goldman | 112,500 | 120,678(2) | 233,178 | | Peter Gotcher | 82,500 | 120,678(2) | 203,178 | | Shaz Kahng | 76,188 | 120,678(2) | 196,866 | | Alexander Lurie | 72,500 | 120,678(2) | 193,178 | | Susan Lyne | 90,000 | 120,678(2) | 210,678 | | Frederic Welts(3) | 49,444 | — | 49,444 | | Lauren Zalaznick(3) | 61,250 | — | 61,250 |

  27. Director Compensation

    (1)The amounts reported in this column represent the aggregate grant date value of RSUs (restricted stock units) made to directors in 2024 computed in accordance with FASB ASC Topic 718. (2)On June 4, 2024, each re-elected non-employee director received an award of 80,992 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 3, 2025, subject to the director’s continuous service on the Board on each vesting date. As of December 31, 2024, 40,496 of the RSUs remained unvested for each director. In the event of a change in control (as defined in the 2014 Plan), these RSUs will accelerate and become immediately vested. (3)Neither Mr. Welts nor Ms. Zalaznick were on the slate of the 2024 Annual Meeting. As such, neither received an annual retainer award on June 4, 2024. Our non-employee directors held option and RSU awards to acquire the following number of shares as of December 31, 2024:

  28. Director Compensation

    | | Number of Shares Underlying Outstanding Awards | | | Name | Option Awards | RSU Awards | | Tyrone Ahmad-Taylor | 36,338 | 40,496 | | Kenneth Goldman | 94,325 | 40,496 | | Peter Gotcher | 100,374(1) | 40,496 | | Shaz Kahng | — | 45,381 | | Alexander Lurie | 105,913 | 40,496 | | Susan Lyne | 73,736 | 40,496 | | Frederic Welts | —(2) | — | | Lauren Zalaznick | —(2) | — |

  29. Director Compensation

    (1) Consists of options to purchase 100,374 shares of Class A common stock under option awards granted pursuant to our 2014 Plan. Mr. Gotcher's prior stock option award granted pre-IPO pursuant to our 2010 Plan which entitled him to shares of Class B common stock upon exercise expired in June 2024. (2)Neither Mr. Welts nor Ms. Zalaznick were on the slate for the 2024 Annual Meeting. Mr. Welt's and Ms. Zalaznick's final RSU awards vested and were released on June 4, 2024; any existing stock option awards were forfeited in their entirety for no consideration after their 3-month grace period.

  30. Introduction

    Introduction GoPro’s executive compensation programs, policies and practices (“ECPs”) are designed to reflect the three major tenets of our executive compensation philosophy, namely to: •Align executive compensation with the achievement of our business objectives and financial performance; •Motivate our executive officers to take actions that enhance long-term stockholder value; and •Enable us to attract, reward, and retain our executive officers who contribute to our success. We manage our ECPs, including compensation-related corporate governance standards, in a manner consistent with our executive compensation philosophy. These ECPs are intended to drive performance and prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests. This Compensation Discussion and Analysis (“CD&A”) is intended to assist our stockholders in understanding our ECPs by presenting the following: 1.Overview of Business summarizes our business results that impacted our 2024 executive compensation outcomes. 2.Elements of Our Executive Compensation Program sets forth our executive compensation philosophy and describes the ECPs we apply and use to support achievement of our corporate goals and performance objectives. 3.Further Considerations for Setting Executive Compensation discusses, among other things, the role of the Compensation Committee, compensation consultants, compensation peer group, and the impact of tax and accounting considerations on our ECPs. 4.Executive Compensation Decisions for 2024 explains the compensation decisions that were made for 2024 based on our corporate results. 5.Severance and Change in Control Arrangements discusses employment agreements and policies associated with our current executive officers. Our Named Executive Officers in 2024: For 2024, the following individuals were identified as our NEOs:

  31. Highlights of Executive Compensation Best Practices

    | What We Do | | • Compensation and Leadership Committee Independence | | The Board maintains a Compensation Committee comprised solely of independent directors. | | • Compensation and Leadership Committee Advisor Independence | | The Compensation Committee engages and retains its own advisors. During 2024, the Compensation Committee engaged Compensia, an independent compensation consulting firm, to assist with its responsibilities. | | • Annual Compensation Review | | The Compensation Committee annually reviews our executive compensation philosophy and strategy, including reviewing the composition of our compensation peer group. | | • Compensation-Related Risk Assessment Review | | We conduct annual evaluations of our compensation programs policies and practices, including our ECPs, to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on GoPro. | | • “Double-Trigger” Reasonable Change in Control Arrangements | | The change in control post-employment compensation arrangements for our executive officers, including our NEOs, are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of (i) a change in control of our Company and (ii) a qualifying termination of employment. | | • Executive Severance Benefits | | The Executive Severance Policy is intended to provide specified payments and benefits to certain executive officers (other than the CEO), and other employees of the Company in the event of certain terminations of employment not involving a change in control of the Company. In addition, the Company's employment arrangement with Mr. Woodman provides for the receipt of payments and benefits in the event of a qualifying termination of employment. | | • Succession Planning | | The Compensation Committee periodically reviews and discusses the Company’s executive succession planning with Company management. The Board reviews the risks associated with the Company's most critical executive positions on an annual basis so that we have an adequate succession strategy and have plans in place for these critical positions. | | • Compensation Recovery Policy | | We maintain a Compensation Recovery Policy that complies with the applicable SEC rules, Nasdaq listing standards. The Compensation Recovery Policy sets forth the guidelines pursuant to which the Company may recover certain incentive-based compensation payments ("Recoverable Incentive Compensation") made to current and former executive officers and non-executive officers, including officers for purposes of Section 16 of the Exchange Act ("Covered Person") if the Company is required to prepare an accounting Restatement (as defined in the policy) of its financial statements as a result of material noncompliance with any financial reporting requirements under the federal securities laws or in the event a Covered Person has engaged in Misconduct (as defined in the policy). In the event of a Restatement, the Company will seek to recover, reasonably promptly, all Recoverable Incentive Compensation from any Covered Person during the applicable period (including those Covered Persons who are not executive officers at the time of the Restatement), unless the Compensation Committee determines it is impracticable to do so after exercising a normal due process review of all the relevant facts and circumstances. Such recovery shall be made without regard to any individual’s knowledge or responsibility related to the Restatement or the Recoverable Incentive Compensation. The Compensation Committee may, in its discretion, also undertake such recovery in the event any Covered Person has engaged in Misconduct. For more information, see the full text of our Compensation Recovery Policy, which is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023. | | • Stock Ownership Guidelines | | We maintain stock ownership guidelines for our CEO, President, Chief Financial Officer, Chief Operating Officer, other Section 16 officers and the non-employee directors to align their interests with those of our stockholders. |

  32. Compensation Philosophy and Guiding Principles

    Compensation Philosophy and Guiding Principles We have designed our ECPs to reward our executive officers, including our NEOs, at a level consistent with our overall business strategy and financial performance and to provide remuneration sufficient to attract, retain and motivate them to contribute their best efforts in the highly competitive technology and consumer-oriented environments in which we operate. We have also designed our ECPs to reward our executive officers, including our NEOs, for superior performance. We believe that competitive compensation packages consisting of a combination of base salaries, annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards that are earned over a multi-year period, enable us to attract top talent, motivate effective short-term and long-term performance and satisfy our retention objectives. As an overarching objective, we seek to design each pay element to align the compensation of our executive officers, including our NEOs, with our corporate performance and long-term value creation for our stockholders. That principle has guided the design of both the annual and long-term incentive compensation of our executive officers, including our NEOs. The Compensation Committee reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and adjusts the design and operation of our executive compensation program as it deems necessary and appropriate. While the Compensation Committee considers these factors in its deliberations and places no formal emphasis on any one factor in its overall compensation strategy, our annual executive bonus plan ("Executive Bonus Plan") and performance-based equity awards do assign values to specific performance metrics. As previously mentioned, the Compensation Committee considers the outcome of the Say-On-Pay vote in deciding whether to take any action as a result of the vote and when making future compensation decisions regarding our NEOs. The Compensation Committee will continue to evaluate our compensation philosophy and program objectives as circumstances merit. At a minimum, we expect the Compensation Committee to review our executive compensation program annually and update it as deemed necessary and appropriate.

  33. Compensation Elements

    Compensation Elements The primary elements of our executive compensation program are: (i) base salary, (ii) annual cash bonus opportunities, and in the case of Mr. Jahnke, annual sales commissions and (iii) long-term incentive compensation opportunities in the form of equity awards subject to multi-year performance periods and/or vesting. The table below shows each major pay element and the role of and the factors for determining the amount of each element. Percentages in the table below are the averages of pay components at target levels for our NEOs, including our CEO.

  34. Compensation Elements

    | Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | Base salary | Individual performance, level of experience, expected future performance and contributions. | Provides competitive level of fixed compensation determined by the market value of the position, and the qualifications, experience and performance expectations of each executive officer and each position. | | Annual cash bonus | Achievement of pre-established corporate and individual performance objectives. | Motivate our executive officers to achieve, during the fiscal year, (i) short-term financial and operational performance objectives, and (ii) individual performance objectives. Performance levels are established to motivate our executive officers to achieve or exceed performance objectives. | | Long-term incentives | Corporate and individual performance that enhance long-term stockholder value. Vesting requirements promote retention of highly-valued executive officers. | Annual (i) stock options and restricted stock units (“RSUs”) that vest over four years, based on continued service, and (ii) performance stock units (“PSUs”) that are subject to both a performance-based vesting condition (as determined by the Compensation Committee) and a service-based vesting condition, each of which provides a variable “at risk” pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our Class A common stock, and the awards are subject to vesting over an extended period of time, they serve to focus our executive officers on the creation and maintenance of long-term stockholder value and help us attract, retain, motivate, and reward our executive officers. |

  35. 2024 NEO Compensation at a Glance

    2024 NEO Compensation at a Glance Our executive officers also participate in the standard employee benefit plans available to most of our employees. In addition, our executive officers are eligible for post-employment payments and benefits under certain circumstances (severance and change in control payments and benefits). Each of these compensation elements is discussed in detail below, including a description of each element and how it fits into our overall executive compensation program and a discussion of the amounts of compensation paid to our executive officers, including our NEOs, in 2024 under each of these elements.

  36. Annual Cash Bonuses

    Annual Cash Bonuses Our executive officers, including our NEOs, are participants in our annual Executive Bonus Plan, pursuant to which we generally use annual cash bonus opportunities to motivate participants to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual cash bonuses are intended to help us to deliver a competitive target total direct compensation opportunity to our executive officers. The Compensation Committee determines annual cash bonus target opportunities for the CEO, the NEOs and the other participants in our Executive Bonus Plan based upon peer group companies with annual revenues between $500 million and $3 billion with the goal to ensure that the Company remains competitive with the compensation received by other individuals in similar positions at the companies with which we compete for talent, and to maintain internal parity across our executive team. Such determinations are subject to adjustment in certain circumstances, such as mid-year changes in base salary and leaves of absence. Overall funding of the bonus pool is generally determined by reference to corporate performance metrics, but the Compensation Committee can, at its discretion, adjust individual participants’ bonuses, based on each participant’s individual performance with the recommendation from our CEO (except with respect to his own bonus). Individual performance goals for each participant are generally identified by the Compensation Committee at the beginning of the year in discussions with our CEO (except with respect to his own performance goals). These goals may be quantitative or qualitative in nature, depending on the organizational priorities for a given year, and they typically focus on key departmental or operational objectives or functions. Most of these goals are intended to provide a set of common objectives that facilitate collaborative management and engagement, although participants could also be assigned individual performance goals. On March 29, 2024, the Compensation Committee determined that continuing a semi-annual bonus plan was appropriate for 2024 in order to motivate participants to achieve our short-term financial and operational objectives while continuing to make progress towards our longer-term growth and other goals. The first bonus measurement period was based on the first half of fiscal 2024 and the corporate performance metrics for the first half were 50% net revenue and 50% non-GAAP Operating Loss (post bonus) (with a combined maximum of 100%) (the “First Half Bonus Metric”). The second bonus measurement period was based on the full year results with the 2024 corporate performance measure weightings of 50% net revenue and 50% non-GAAP Operating Loss (post bonus) (with a combined maximum of 100%) (the “Full Year Bonus Metric”). The first half bonus payout was capped at 100% (20% of total target) while the payout based on 2024 full year results had upside of up to 150% of target. And in the case of Mr. Jahnke, his participation in the Executive Bonus Plan includes a combination of the Executive Bonus Plan and the GoPro Sales Incentive Plan as noted below. The Compensation Committee believed these performance metrics and weightings were appropriate for our business in 2024, as we continued to focus on our top and bottom line. The Compensation Committee established target performance levels for each metric at levels that it believed to be attainable based upon the then-existing business environment, through the successful execution of our annual operating plan.

  37. Long-Term Incentives/Equity Awards

    Long-Term Incentives/Equity Awards We use long-term incentive compensation opportunities in the form of equity awards to motivate our executive officers, including our NEOs, by providing them with the opportunity to build an equity interest in GoPro and to share in the potential appreciation in the value of our Class A common stock. Generally, in determining the size of the equity awards granted to our executive officers, including our NEOs, the Compensation Committee takes into consideration the recommendations of our CEO (except with respect to his own equity award), as well as the factors described in Compensation Setting Process, below. The Compensation Committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, may have on stockholder value. Annual equity awards are granted to our executive officers, including our NEOs, in the form of (i) stock options, which represent the right to purchase shares of our Class A common stock at a price equal to the fair market value of our Class A common stock on the date of grant subject to time-based vesting; (ii) RSUs, which represent the right to receive shares of our Class A common stock subject to time-based vesting; and (iii) PSUs, which represent the right to receive shares of our Class A common stock subject to both achievement of one or more corporate performance metrics and time-based vesting. The proportion and mix of long-term equity vehicles (time-based stock options, RSUs, and PSUs) is determined by the Compensation Committee each year (see “Executive Compensation Decisions for 2024 – Long-Term Incentive Compensation” below). The Compensation Committee evaluates equity vehicles annually to determine which form, proportion and mix of equity best aligns executive incentives with the long-term interests of our stockholders. The Compensation Committee may also choose to utilize other performance-based equity vehicles. On March 19, 2024, the Compensation Committee approved equity awards for our executive officers, including our NEOs. The "2024 RSUs" and "2024 PSUs" were approved for grant effective May 15, 2024, assuming continuous service by the participant through the approved grant date. Mr. Woodman, Mr. McGee, Ms. Saltman and Mr. Jahnke were approved for PSUs, while Mr. McGee, Ms. Saltman and Mr. Jahnke were also approved for RSUs. The 2024 RSUs vest over a four-year period, with 25% of the award vesting on each annual anniversary of the grant date, assuming the recipients continuous service through each scheduled vesting date. The first vesting date scheduled was May 15, 2025. The 2024 PSUs were designed to be earned between 0% and 150% of a target number of shares based upon achievement of two annual performance metrics: (1) a threshold revenue level to a maximum revenue level, and (2) a threshold non-GAAP Operating Loss (post bonus) to a maximum non-GAAP Operating Loss (post bonus) hurdle. Fifty percent of each 2024 PSU award was to be earned (if at all) based on satisfaction of the revenue threshold requirement and the other 50% of each 2024 PSU award was to be earned (if at all) based on satisfaction of the non-GAAP Operating Loss (post bonus) threshold requirements. To the extent actually earned, the 2024 PSUs are subject to additional time-based vesting requirements, with one-third of the total number of shares earned under each 2024 PSU award vesting on the initial vesting date of February 15, 2025 and an additional one-twelfth of the total number of shares earned vesting quarterly thereafter, contingent upon the recipients continuous service to GoPro through each scheduled vesting date. The threshold revenue level and threshold non-GAAP Operating Loss (post bonus) hurdle for the 2024 PSUs as discussed in the "Long-Term Incentive Compensation for NEO's" section below, represented a level of performance that the Compensation Committee believed our executive team could achieve with diligent effort in the then-existing business environment.

  38. Role of the Compensation and Leadership Committee

    Role of the Compensation and Leadership Committee The Compensation Committee is responsible for establishing our overall compensation philosophy and reviewing and approving our executive compensation program, including the specific compensation of our executive officers, including our NEOs. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers including our CEO and other NEOs. As noted previously, in 2024 the Compensation Committee retained Compensia, an independent compensation consulting firm, to assist with its responsibilities, as further discussed below. The Compensation Committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on our investor relations website. In determining our overall compensation philosophy and approving the compensation of our executive officers, including our NEOs, the Compensation Committee is assisted by Compensia, as well as our CEO, and our executive compensation staff to formulate recommendations with respect to specific compensation actions. In determining the overall compensation setting philosophy and approving the compensation of our CEO, the Compensation Committee is assisted by Compensia and our executive compensation staff to formulate recommendations with respect to the CEO's compensation. The Compensation Committee makes all final decisions regarding compensation for our executive officers and CEO, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentive compensation opportunities in the form of equity awards that are earned and/or vest over a multi-year period. The Compensation Committee meets on a regularly scheduled basis and at other times as needed and periodically reviews compensation matters with the Board. Annually, the Compensation Committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions and decisions (i) are properly coordinated, (ii) are aligned with our vision, mission, values and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the Compensation Committee may make any necessary or appropriate modifications to our existing plans and arrangements or adopt new plans or arrangements. The Compensation Committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the Compensation Committee reviews market trends and changes in competitive compensation practices, as described below. The factors considered by the Compensation Committee in determining the compensation of our executive officers, including our NEOs, include: •the recommendations of our CEO (except with respect to his own compensation), with the advice of our executive compensation staff; •our financial and other objective elements of corporate performance; •our corporate and individual achievements measured against short-term and long-term performance objectives; •the individual performance of each executive officer against his or her business objectives; •a review of the relevant competitive market analysis prepared by its compensation consultant (as described below); •the expected future contribution of the individual executive officer; •historical compensation decisions we have made regarding our executive officers; and •internal pay equity based on the impact on our business and performance. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in making its decisions. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of GoPro, knowledge of each executive officer, knowledge of the competitive market and business judgment in making their decisions regarding executive compensation and our executive compensation program. As part of this process, the Compensation Committee evaluates the performance of our CEO each year and makes all decisions regarding his base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments and long-term incentive compensation opportunities in the form of equity awards that are earned over a multi-year period. Our CEO is not present during any of the deliberations regarding his own compensation.

  39. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist in carrying out its responsibilities. The Compensation Committee has the authority to make all determinations regarding the engagement, fees and services of these advisors, and any such advisor reports directly to the Compensation Committee. Accordingly, the Compensation Committee has engaged Compensia based on its expertise and reputation to provide information, analysis and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the Compensation Committee by Compensia in 2024 included the following: •research, analysis and development of a proposed updated compensation peer group; •advice with respect to compensation best practices, regulatory developments and market trends for executive officers and the non-employee members of our board of directors; •an analysis of long-term incentive equity practices currently used by our compensation peer group and advised on the adjustment and design of our long-term incentive compensation plans; •an analysis of the levels of overall compensation and each element of compensation for our executive officers; •adjustment and design advice on our annual Executive Bonus Plan; and •ad hoc advice and support throughout the year. Compensia was also retained by the Nominating Committee in 2024 to conduct an analysis of the levels of overall compensation and each element of compensation for the independent non-employee members of the Board. Representatives of Compensia attend all meetings of the Compensation Committee and communicate with the Compensation Committee outside of meetings. Compensia reports to the Compensation Committee rather than to management, although Compensia may meet with members of management, including our CEO, and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the Compensation Committee. The Compensation Committee has assessed the independence of Compensia considering, among other things, the various factors as set forth in Exchange Act Rule 10c-1 and the enhanced independence standards and factors set forth in the applicable Nasdaq listing standards and has concluded that its relationship with Compensia and its respective work on behalf of the Compensation Committee has not raised any conflict of interest.

  40. Compensation Peer Group

    Compensation Peer Group Given our unique history and business, market competitors and geographical location, the Compensation Committee believes that the competitive market for executive talent includes a broad range of publicly traded technology companies, including Internet-based consumer, product, and services companies. Accordingly, the Compensation Committee develops a compensation peer group to contain a carefully selected cross-section of public companies using the factors described below, with revenues and market capitalizations that are similar to ours and that may also compete in a similar market for executive talent. Each year, in the fourth quarter, the Compensation Committee reviews its standards and benchmarks for setting executive compensation for our executive officers, including our NEOs, for the upcoming year. The Compensation Committee compares executive compensation elements such as base salary, annual bonus and equity factors against comparable data drawn from a group of peer companies. In November 2023, the Compensation Committee directed Compensia to review and update our existing compensation peer group to be used as a reference for market positioning and for assessing competitive market practices in connection with making 2024 executive compensation decisions. Compensia reviewed the pool of U.S.-based publicly traded companies, taking into consideration our industry sector, the size of such companies (based on revenues and market capitalization) relative to our size and growth rate, and the following additional factors: •the comparability of the company’s primary sales channels, including via the Internet; •the company’s consumer products and/or business services focus; •the comparability of the company’s operating history; •the comparability of the company’s organizational complexities and growth attributes; •the stage of the company’s maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and •the comparability of the company’s operational performance (for consistency with our strategy and future performance expectations). Following this review, Compensia recommended to the Compensation Committee a compensation peer group of 19 information technology and consumer-oriented companies, which the Compensation Committee subsequently approved. The peer companies were selected by targeting companies with revenues ranging from $408 million to $2.86 billion and market capitalizations ranging from $500 million to $3.0 billion, and identifying companies with similar consumer product and subscription businesses. The Compensation Committee reviewed the compensation data drawn from the compensation peer group to develop a representation of the “competitive market” specifically tailored to GoPro with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluated how its contemplated compensation actions and decisions compared to the competitive market. The 2024 compensation peer group differs slightly from the 2023 compensation peer group due to the removal of Axon Enterprise, Vivint Smart Home and Plantronics as their size and business model were no longer a suitable fit for comparison purposes. New additions included Peloton Interactive, Snap One Holdings, and Traeger. The Compensation Committee believes the changes to the compensation peer group create better alignment with respect to key financial criteria and companies in comparable industries. The companies comprising the 2024 compensation peer group were as follows:

  41. Compensation Peer Group

    | Acushnet Holdings | Groupon | Shutterstock | Universal Electronics | | Alarm.com Holdings | iRobot | Snap One Holdings | Vista Outdoor | | Corsair Gaming | Movado Group | Sonos | VIZIO Holding | | Fossil Group | NETGEAR | Stitch Fix | YETI Holdings | | Gogo | Peloton Interactive | Traeger | |

  42. Compensation Peer Group

    The Compensation Committee does not believe that it is appropriate to make compensation decisions regarding base salaries or short-term or long-term incentive compensation solely using benchmarking as guidance. The Compensation Committee, however, does believe that information regarding the compensation practices at our compensation peer group is useful in two respects. First, the Compensation Committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. For certain executive positions for which the peer group did not provide sufficient data, the Compensation Committee utilized data drawn from an industry compensation survey vendor for technology companies with revenues ranging from $500 million to $3 billion.

  43. Equity Grant Policy

    Equity Grant Policy It is our policy to avoid the granting of equity awards close in time to the release of material non-public information, and we have adopted a written equity grant policy to specify the timing of the effectiveness of our equity awards to avoid such a situation. This policy, which we review annually and update as necessary, provides the following guidelines to be observed by the Compensation Committee and our Board in administering the grant of equity awards under our equity compensation plans: •the Board has delegated to the Compensation Committee the express authority to administer our equity incentive plans including the authority to grant equity as authorized under the applicable and effective equity incentive plan; •the Board has delegated to the equity management committee (a committee consisting solely of our CEO) the non-exclusive authority to grant equity awards to employees below the level of executive staff vice president (i.e., employees who are not Section 16 officers and who are not listed as members of our management team in the investor relations section of our website) where the awards fall within standard guidelines approved by the Compensation Committee and subject to a limitation on the number of shares of our Class A common stock that may be granted in any year; •equity awards approved by the equity management committee will be periodically granted on the 15th day of February, May, August or November; •all equity awards granted outside the equity management committee guidelines or to our employees at or above the level of vice president who serve on our executive staff must be approved by the Compensation Committee; and •all equity awards to the non-employee members of our Board will be granted automatically in accordance with the terms of our Director Compensation Policy. Under our equity plans, the exercise price of any option to purchase shares of our Class A common stock may not be less than the fair market value (based on the market closing price) of our Class A common stock on the date of grant.

  44. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee considers the potential accounting treatment in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards. FASB ASC Topic 718 requires us to recognize the grant date fair value of all share-based payment awards to employees in our financial statements, including grants of options to purchase shares of our Class A common stock as well as RSUs and PSUs that may be settled for shares of our Class A common stock. FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  45. Annual Cash Bonuses

    Annual Cash Bonuses In March 2024, the Compensation Committee approved semi-annual cash bonus opportunities for our executive officers, including our NEOs under the 2024 Executive Bonus Plan. The Compensation Committee selected revenue and non-GAAP Operating Loss (post bonus) as the performance metrics for the 2024 annual cash bonus opportunities for our executive officers, and also established the related threshold and target performance levels for each of these metrics. The 2024 performance metric weightings were 50% revenue and 50% non-GAAP Operating Loss (post bonus) for the first bonus period based on the first half of the year with a combined maximum payout of 100% target and 50% revenue, 50% non-GAAP Operating Loss (post bonus) for the second bonus period based on the full year results with a maximum payout of 150% of target. The weighting of the bonus opportunity in the first half of the year was 20% of the full year bonus target and the bonus opportunity for the bonus based on the full year period was 80% of the full year bonus target. Under the 2024 Executive Bonus Plan, the performance metrics involving our financial results could be determined in accordance with GAAP, or such financial results could consist of non-GAAP financial metrics, subject to adjustment by the Compensation Committee for one-time items or unbudgeted or unexpected items when determining whether the target levels for the performance metrics had been met. A reconciliation of the differences to the most comparable GAAP financial metrics is provided in "Appendix B: Reconciliation of GAAP to Non-GAAP Financial Measures". Individual payouts of between 0% and 150% of funded bonuses (with the aggregate individual payouts not to exceed the overall funding level of the plan itself) would also reflect individual performance, based on a review of each executive officer’s, including each NEO's, actual performance during the year as determined by our Compensation Committee. Target Bonus Opportunities For 2024, the target annual cash bonus opportunities for each of our NEOs under the 2024 Executive Bonus Plan, as noted above in the Annual Cash Bonuses section above, was expressed as a percentage of his or her annual base salary, were set by our Compensation Committee as follows:

  46. Annual Cash Bonuses

    | Named Executive Officer | Annual Base Salary ($) | Target Bonus Opportunity (as a percentage of base salary) (%) | Target Bonus Opportunity ($) | | Nicholas Woodman | 850,000 | 100 | 850,000 | | Brian McGee | 730,000 | 100 | 730,000 | | Eve Saltman | 489,000 | 75 | 366,750 | | Dean Jahnke (1) | 449,500 | 75 | 337,125 |

  47. Annual Cash Bonuses

    (1)Mr. Jahnke's target bonus opportunity (as a percentage of base salary) includes a split reflecting 50% on the Executive Bonus Plan and 25% on the GoPro sales incentive plan. The financial performance metric targets revenue and non-GAAP Operating Loss (post bonus) were based on our annual operating plan. The target bonus opportunities of our NEO's were determined based on competitive market analysis prepared by Compensia, the performance of these NEOs as evaluated by our CEO and the factors described in "Compensation Setting Process" above. Corporate Performance Objectives For purposes of the 2024 Executive Bonus Plan, the Compensation Committee selected revenue and non-GAAP Operating Loss (post bonus) as the corporate performance measures, with each corresponding to a plan funding level of between 50% and 150%, based on our actual performance between threshold, target and maximum performance levels. The 2024 performance category weightings were 50% revenue and 50% non-GAAP Operating Loss (post bonus) in the first half of the year for a combined maximum of 100% and for the full year, the corporate objectives were 50% revenue and 50% non-GAAP Operating Loss (post bonus) with a maximum of 150% of target. The weight of the bonus based on the first half of the year was 20% and the weight for the bonus based on the full year was 80%. The Compensation Committee chose these metrics to prioritize top and bottom line growth. The 2024 Executive Bonus Plan would fund at 0% for actual performance below the threshold level, with the combined component percentages (either a percentage between 50% and 150% or in the event of achievement below 50%, 0%) determining the plan funding percentage of between 50% and 150% calculated on a straight-line basis between the respective threshold and target and maximum percentages. The Compensation Committee established target performance levels for each component at levels that it believed to be challenging, but attainable, through the successful execution of our annual operating plan. The target levels for the 2024 corporate performance measures were as follows: 20% of each NEO's target bonus opportunity would be attributable to the period starting January 1, 2024 and ending June 30, 2024 (the "First Half" and the "First Half Bonus Target") and 80% of the target bonus opportunity to the period starting January 1, 2024 and ending December 31, 2024 (the "Full Year Bonus Target"). The threshold and target levels of achievement for each corporate performance metric and their respective plan funding percentages, with the actual plan funding percentage with respect to each metric to be determined independently were as follows:

  48. 2024 First Half Bonus Metrics

    2024 First Half Bonus Metrics

  49. 2024 First Half Bonus Metrics

    | Company Performance Component(1) | | Threshold | Target | | Revenue (2) | Level of Attainment | $322 million | $358 million | | | Component Funding | 50% | 100% | | Non-GAAP Operating Loss (post bonus) (3) | Level of Attainment | $(69,000.00) | $(59,000.00) | | | Component Funding | 50% | 100% |

  50. 2024 Full Year Bonus Metrics*

    2024 Full Year Bonus Metrics*

  51. 2024 Full Year Bonus Metrics*

    | Company Performance Component(1) | | Threshold | Target | Maximum | | Revenue (2) | Level of Attainment | $920 million | $1,025 million | $1,130 million | | | Component Funding | 50% | 100% | 150% | | Non-GAAP Operating Loss (post bonus) (3) | Level of Attainment | ($24) million | ($14) million | break-even | | | Component Funding | 50% | 100% | 150% |

  52. 2024 Full Year Bonus Metrics*

    *Full Year bonus payouts were based on Full Year bonus metrics (1)All levels of attainment between the threshold and target or between the target and maximum were subject to linear interpolation in order to determine the component funding percentage. (2)Revenue was to be calculated by our finance department and verified by our executive management, subject to certification and final approval by our Compensation Committee. (3)Non-GAAP Operating Loss (post bonus) was to be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible charges, and other one-time charges as appropriate but includes bonus expense (including bonus payments under this 2024 Executive Bonus Plan). A reconciliation of the differences to the most comparable GAAP financial measure is provided in "Appendix B: Reconciliation of GAAP to Non-GAAP Financial Measures”. After the overall level of funding under the 2024 Executive Bonus Plan was determined (between 50% and 150%), our Compensation Committee had the ability to apply discretion based on its assessment of individual performance, ranging from 0% to 150% of individual targets, provided that the aggregate bonus payouts under the 2024 Executive Bonus Plan could not exceed the overall level of funding of the plan itself. Notwithstanding any other provision herein to the contrary, no participant may receive a bonus payment of more than $10 million under the 2024 Executive Bonus Plan during any year. In 2024, the Compensation Committee did not make any adjustment based on individual performance to any award payouts to any executive officer or NEO. 2024 Performance Results and Bonus Decisions In August 2024, the Compensation Committee determined that, based on actual 2024 First Half performance with respect to each corporate performance metric, the revenue and non-GAAP Operating Loss (post bonus) results both exceeded the threshold metric but did not meet the target metric. The combined attainment and payout results were 79.2% of First Half Bonus Target bonus opportunities.

  53. Executive First Half Bonus Attainment and Payout

    Executive First Half Bonus Attainment and Payout

  54. Executive First Half Bonus Attainment and Payout

    | Metric | Weight | % of Attainment | Weighted Total Payout as a % of target | | Revenue | 50% | 77% | 39% | | Non-GAAP Operating Loss (post bonus) | 50% | 68% | 34% | | | | | 72.9% |

  55. Executive First Half Bonus Attainment and Payout

    In February 2025, the Compensation Committee determined that, based on actual 2024 Full Year performance, revenue and non-GAAP Operating Loss (post bonus) results were below threshold and therefore, resulted in no bonus payout for the Full Year Bonus Target.

  56. Executive Full Year Bonus Attainment and Payout

    Executive Full Year Bonus Attainment and Payout

  57. Executive Full Year Bonus Attainment and Payout

    | Metric | Weight | % of Attainment | Weighted Total Payout as % of Target | | Revenue | 50% | 0% | 0% | | Non-GAAP Operating Loss (post bonus) | 50% | 0% | 0% | | | | | 0% | | Actual Payout | | | 0% |

  58. Executive Full Year Bonus Attainment and Payout

    The resulting level of aggregate payout for both the first half bonus and the full year bonus was 20%.

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Equity Awards for Named Executive Officers In 2024, the Compensation Committee reviewed and evaluated an analysis prepared by Compensia describing the various long-term equity incentive vehicles used by the companies in our peer group and determined that designing a long-term incentive compensation program using a mix of 60% RSUs and 40% PSUs would be the best approach for us to attract and retain key talent in our industry and align our executive officers’ interests with the long-term interests of our stockholders. The PSUs award would be earned only if the Compensation Committee determined that the "Threshold Revenue Hurdle” or the "Threshold non-GAAP Operating Loss (post bonus) Hurdle," had been achieved, each weighted at 50% for 2024. If the Compensation Committee determined that either the Threshold Revenue Hurdle or Threshold non-GAAP Operating Loss (post bonus) Hurdle had not been achieved, none of the shares subject to the applicable performance metric would be earned and vest. If only one of the performance metrics were achieved, the shares for that particular performance metric would be considered earned and vest. If neither performance metric were achieved, then the PSUs would be immediately cancelled in full without consideration.

  60. Executive PSU Award Metrics

    Executive PSU Award Metrics

  61. Executive PSU Award Metrics

    | Company Performance Target | | Threshold | Target | Maximum | | Revenue | Level of Attainment | $920,000,000 | $1,025,000,000 | $1,130,000,000 | | | Component Vesting | 50% | 100% | 150% | | Non-GAAP Operating Loss (post bonus) | Level of Attainment | $(24,000.00) | $(14,000.00) | $(4,000.00) | | | Component Vesting | 50% | 100% | 150% |

  62. Executive PSU Award Metrics

    In March 2024, the Compensation Committee granted our NEOs PSU awards that may be settled in shares of our Class A common stock. In addition, our NEOs, other than our CEO, were granted RSU awards that may be settled in shares of our Class A common stock. The amount of these awards were determined based on a competitive market analysis prepared by Compensia, the performance of these NEOs as evaluated by our CEO, their expected long-term contributions to GoPro and the factors described in “Compensation Setting Process” above. In February 2025, the Compensation Committee determined that, based on actual 2024 full year performance, the revenue and non-GAAP Operating Loss (post bonus) performance levels were both below the threshold performance level, and, therefore, that the PSU awards had not been earned and were subsequently forfeited for no consideration. The equity awards granted to our NEOs in 2024 are set forth in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below.

  63. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements

  64. Employment Arrangements

    Employment Arrangements We have entered into written employment offer letters with each of our executive officers, including our CEO and our other NEOs. Each of these arrangements were approved by the Board or the Compensation Committee. In entering into these arrangements, the Board or the Compensation Committee, as applicable, was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing environment. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly-competitive labor market. At the same time, the Board or the Compensation Committee, as applicable, was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations. Each of these employment arrangements provides for “at will” employment and sets forth the initial or ongoing compensation arrangements for the NEO, including an initial or ongoing base salary, a target annual cash bonus opportunity, and, in some instances, a recommendation for an equity award in the form of stock options, RSUs, and/or PSUs. For a summary of the material terms and conditions of the employment arrangements with each of our NEOs, see “Employment, Severance and Change in Control Agreements” below.

  65. Change in Control and Severance Policy

    Change in Control and Severance Policy In January 2014, we adopted a Change in Control and Severance Policy, with payments and benefits triggered by a qualifying termination of employment in the event of a change in control of the Company applicable to our executive officers, including our NEOs and certain other employees, pursuant to which each individual entered into a written agreement governing such situations. We believe that the severance policy serves several objectives. First, it eliminates the need to negotiate separation payments and benefits on a case-by-case basis. Second, it helps assure an executive officer that his or her severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Third, it incentivizes our executive officers to remain employed and focused on their responsibilities during the pendency or negotiation of a change in control transaction, which we believe would help to preserve our value and the potential benefit to be received by our stockholders in the transaction. Finally, the Change in Control and Severance Policy is easier for us to administer than individually negotiated severance agreements, as it requires less time and expense in negotiation and execution. The agreements with our executive officers, including each of our NEOs (other than our CEO) require us to provide certain payments and benefits upon a qualifying termination of employment, which includes a termination of employment without cause or where the NEO resigns with good reason, within three months preceding or 12 months following a change in control of our company. The receipt of these payments and benefits is contingent upon the NEO’s execution, delivery, and non-revocation of a release and waiver of claims satisfactory to us following the NEO's separation from service. In addition, for six months following the termination of employment, and as a condition to the payments and benefits, the NEO must cooperate with any transition efforts that we request and must not disparage us, or our directors, officers or employees. As noted in the following paragraph, our CEO, is no longer a party to this type of agreement. We entered into an employment letter with Mr. Woodman in June 2014, the terms of which supersede in their entirety the change in control and severance agreement he executed in January 2014. This employment letter sets forth the post-employment compensation arrangements for Mr. Woodman in the event of a qualifying termination of employment in connection with a change in control of GoPro. For descriptions of the change in control severance arrangements with each of our NEOs, including an estimate of the amount payable upon a qualifying termination of employment, see “Arrangements with Our Named Executive Officers” below.

  66. Executive Severance Policy

    Executive Severance Policy Subject to executing a written agreement setting forth the terms and conditions of the Executive Severance Policy, our senior leadership team, including all of our NEOs (other than our CEO) and all our employees with the title of Vice President may receive payments and benefits under our Executive Severance Policy. Under the Executive Severance Policy, if a participant undergoes a qualifying termination of employment (as defined in the Executive Severance Policy) and executes an irrevocable general release of claims in favor of GoPro within 60 days following such qualifying termination of employment, we will provide the participant the following severance payments and benefits (in addition to compensation and benefits earned by the participant but not yet paid through the termination date): •Cash Severance. We will pay the participant a cash lump sum equal to 12 months of the participant’s base salary (less applicable deductions and withholding), as in effect immediately prior to the participant’s termination by GoPro or, in the case of voluntary termination by the participant with "good reason" (as defined in the policy), immediately prior to the occurrence of the event constituting good reason. •COBRA Payments. Subject to the participant timely electing coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), we will continue to pay the employer portions of such insurance premiums for the participant and/or his or her eligible dependents, for up to 12 months following the participant’s termination. Such COBRA subsidies will cease, however, if a participant becomes eligible for comparable group medical, dental and/or vision insurance coverage under the plan(s) of a subsequent employer, or if the participant otherwise ceases to be eligible to receive COBRA coverage under our plan(s), before the end of the 12-month period. If the participant is or becomes eligible to receive any other cash severance payments and benefits from us comparable to those described in the “Cash Severance” paragraph above, including under a “double-trigger” arrangement in connection with a change in control of GoPro (such as under our Change in Control and Severance Policy), the participant will receive the greater of the payments and benefits under the Executive Severance Policy or under the other arrangement (such as the Change in Control and Severance Policy). Finally, participants in the Executive Severance Policy are required to agree that, during the six-month period following their cessation of employment, they will cooperate with us in every reasonable respect, use their best efforts to assist us with the transition of their duties to their successors and not in any way or by any means disparage GoPro, the members of our board or our officers and employees. For descriptions of the severance arrangements with each of our NEOs, including an estimate of the amount payable upon a qualifying termination of employment, see “Arrangements with Our Named Executive Officers” below.

  67. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our NEOs for 2024, 2023 and 2022.

  68. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Nicholas Woodman | 2024 | 850,000 | 1,519,938 | — | 0 | 176(4) | 2,370,114 | | Chief Executive Officer | 2023 | 850,000 | 4,239,108 | — | 586,500 | 535(4) | 5,676,143 | | | 2022 | 850,000 | 3,615,355 | — | 325,605 | 184(5) | 4,791,144 | | Brian McGee | 2024 | 730,000 | 688,475 | — | 106,434 | 176(4) | 1,525,085 | | Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2023 | 730,000 | 2,067,858 | — | 503,700 | 384(4) | 3,301,942 | | | 2022 | 700,000 | 1,335,720 | 440,960 | 268,146 | 184(5) | 2,745,010 | | Eve Saltman | 2024 | 489,000 | 315,109 | — | 53,472 | 176(4) | 857,757 | | Chief Legal Officer, Secretary and Chief Compliance Officer, Senior Vice President, Corporate & Business Development | 2023 | 489,000 | 878,835 | — | 253,058 | 461(4) | 1,621,354 | | | 2022 | 470,000 | 567,684 | 187,410 | 135,030 | 184(5) | 1,360,308 | | Dean Jahnke | 2024 | 449,500 | 315,109 | | 143,678(6) | 176(4) | 908,463 | | Senior Vice President, Global Sales & Channel Marketing | 2023 | 449,500 | 878,835 | — | 260,066 | 434(4) | 1,588,835 | | | 2022 | 432,000 | 567,684 | 187,410 | 112,194 | 184(5) | 1,299,472 |

  69. 2024 Summary Compensation Table

    (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs or PSUs, as applicable, made to each NEO in 2024, 2023 and 2022 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. For all three years, PSUs were included in the mix of equity awards granted to our NEOs and are included in the "Stock Awards" column in the table above, along with time-based RSUs. The performance metrics selected for the PSUs in each year were based solely on internal Company goals for a single fiscal year (FY 2022 - FY 2023 (profitability and subscriptions), FY 2024 (non-GAAP Operating Loss (post bonus)), and, as such, the PSUs were determined to be performance awards under FASB ASC Topic 718. The grant date fair value for both time-based RSU and PSU awards was determined to be equal to the closing price of our Class A common stock on the date of grant. The number of PSUs that ultimately vest, if any, depends on whether the Company achieves certain levels of performance with respect to the designated performance measures. The grant date fair values of the PSUs included in this column are based on payouts at target, which we determined, in accordance with the applicable stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards at the time of grant. The table below shows the grant date fair value of the PSUs granted during fiscal 2024, assuming that: (i) our performance with respect to those performance measures will be at target levels (i.e., probable performance); and (ii) our performance with respect to those performance measures will be at levels that would result in a maximum payout. Note that the amounts reported in this column and the table below reflect the accounting cost for these RSUs or PSUs, as applicable, and do not correspond to the actual economic value that may be received by the NEO.

  70. 2024 Summary Compensation Table

    | Name | Fiscal Year of Grant | Grant Date Fair Value (Target/Probable Performance) ($) | Grant Date Fair Value (Maximum Performance) ($) | | Nicholas Woodman | 2024 | 1,519,938 | 2,279,907 | | Brian McGee | 2024 | 275,390 | 413,085 | | Eve Saltman | 2024 | 126,043 | 189,065 | | Dean Jahnke | 2024 | 126,043 | 189,065 |

  71. 2024 Summary Compensation Table

    (2)The amounts reported in this column represent the aggregate grant date fair value of option awards made to each NEO in 2024, 2023 and 2022 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. Note that the amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by the NEO. (3)The amounts reported for fiscal 2024, 2023 and 2022 for Messrs. Woodman, McGee, Jahnke and Ms.Saltman represent the aggregate annual performance-based cash incentives earned in each fiscal year pursuant to the GoPro Executive Bonus Plan for the applicable year and based upon the achievement of certain company metrics and the Compensation Committee’s determination of individual and overall company performance. The amounts reported for each fiscal year for Mr. Jahnke also includes the amount earned by him under the GoPro sales incentive plan for the applicable fiscal year. The fiscal 2024 achievement for each NEO is described above in “Compensation Discussion and Analysis - Annual Cash Bonus" discussion. (4)Represents the value of corporate merchandise and holiday gift as additional income which is provided to all employees. (5)Represents the value of corporate merchandise as additional income which is provided to all employees. (6)Includes $32,769.00 under the 2024 Executive Bonus Plan and $110,909 under the sales incentive plan.

  72. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in 2024 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the 2024 Summary Compensation Table. All options and stock awards represented in the table below were granted pursuant to our 2024 Plan, unless otherwise noted.

  73. 2024 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Award Type | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | All Other Stock Awards: Number of Shares or Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Nicholas Woodman | Cash | N/A | — | 425,000 | 850,000 | 1,275,000 | — | — | — | — | — | — | — | | | PSU(4) | 05/15/2024 | 03/19/2024 | — | — | — | 223,520 | 894,081 | 1,341,122 | — | | — | 1,519,938 | | Brian McGee | Cash | N/A | — | 365,000 | 730,000 | 1,095,000 | — | — | — | — | — | — | — | | | PSU(4) | 05/15/2024 | 3/19/2024 | — | — | — | 40,499 | 161,994 | 242,991 | — | — | — | 275,390 | | | RSU(5) | 05/15/2024 | 03/19/2024 | — | — | — | — | — | — | 242,991 | — | — | 413,085 | | Eve Saltman | Cash | N/A | — | 183,375 | 366,750 | 550,125 | — | — | — | — | — | — | — | | | PSU(4) | 05/15/2024 | 03/19/2024 | — | — | — | 18,536 | 74,143 | 111,215 | — | — | — | 126,043 | | | RSU(5) | 05/15/2024 | 03/19/2024 | — | — | — | — | — | — | 111,215 | — | — | 189,066 | | Dean Jahnke | Cash | N/A | — | 202,275 | 337,125 | 505,688 | — | — | — | — | — | — | — | | | PSU(4) | 05/15/2024 | 03/19/2024 | | | | 18,536 | 74,143 | 111,215 | — | — | — | 126,043 | | | RSU(5) | 05/15/2024 | 03/19/2024 | — | — | — | — | — | — | 111,215 | — | — | 189,066 |

  74. 2024 Grants of Plan-Based Awards Table

    (1)This column sets forth the fiscal 2024 target bonus amount for each of Messrs. Woodman, McGee, and Jahnke and Ms. Saltman under our 2024 Executive Bonus Plan. “Threshold” refers to the minimum amount payable for a certain level of performance assuming performance above 0%; “Target” refers to the amount payable if specified performance targets are reached; and “Maximum” refers to the maximum payout possible. Mr. Jahnke's participation in the 2024 Executive Bonus Plan is based on a combination of his annual salary and commissions earned under the GoPro sales incentive plan as noted above. The amounts reported for each fiscal year for Mr. Jahnke also includes the amount earned by him under the GoPro sales incentive plan for the applicable fiscal year. For each of Messrs. Woodman, McGee and Jahnke and Ms. Saltman, their payouts are detailed above in the 2024 Summary Compensation Table as have been certified by the Compensation Committee. The fiscal 2024 achievement for each NEO is described above in “Compensation Discussion and Analysis - Annual Cash Bonus" discussion. (2)The amounts in these columns represent the threshold, target, and maximum number of shares that may be earned and vest with respect to PSUs granted during fiscal 2024. (3)The amounts reported in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The grant date fair value for PSU awards was computed based on achievement of the PSU awards’ performance at 100% of the target number of shares granted, which was the probable outcome of the performance conditions on the grant date. The grant date fair value for both RSUs and PSUs was determined to be equal to the closing price of our Class A common stock on date of grant. Note that the amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO. (4)The PSUs granted on May 15, 2024, are scheduled to vest between February 15, 2025, and February 15, 2027, subject to the satisfaction of the defined performance conditions for the performance period beginning on January 1, 2024, and ending on December 31, 2024, as determined by the committee. The determination of the number of PSUs granted which are ultimately deemed to have been earned will be based on two equally-weighted metrics, the Revenue Attainment Metric (50% of the PSUs granted) and the Non-GAAP Operating Loss (post bonus) Metric (50% of the PSUs granted). If the committee determines both the Threshold Revenue Hurdle and the Threshold Non-GAAP Operating Loss (post bonus) Hurdle have not been achieved, none of the shares under the PSU awards will vest and all PSUs subject to the award will immediately be forfeited in their entirety. If the committee determines that the Threshold Hurdle of one or both metrics has been achieved or exceeded, the number of PSUs earned will be determined according to the Hurdle Schedule and the earned PSUs subject to that Hurdle will then be subject to the time-based vesting schedule described below.

  75. 2024 Grants of Plan-Based Awards Table

    | | % PSUs Granted that are Earned | | | | Performance Metric | Threshold | Target | Maximum | | 50% Revenue Hurdle | 25% | 100% | 150% | | 50% Non-GAAP Operating Loss (post bonus) Hurdle | 25% | 100% | 150% |

  76. 2024 Grants of Plan-Based Awards Table

    If the achievement against either of the Hurdles falls between the Threshold and the Target or between the Target and the Maximum, the committee will determine the number of PSUs subject to that metric which will be deemed to have been earned and become subject to the time-based vesting. After the number of earned PSUs has been determined, 1/3rd of the earned PSUs will vest on the later of (x) February 15, 2025, or (y) the date when the committee determines the Hurdle(s) achieved, and the remaining earned PSUs will vest quarterly thereafter as to 1/12th of the earned PSUs on the 15th of each of February, May, August and November, subject to the participant’s continued service to the Company through each vesting date. Earned but unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company. (5) One-fourth of the total RSUs granted will vest on May 15, 2025, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company..

  77. Outstanding Equity Awards at December 31, 2024 Table

    Outstanding Equity Awards at December 31, 2024 Table The following table provides information concerning unexercised options, stock that has not vested and outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  78. Outstanding Equity Awards at December 31, 2024 Table

    | | Option Awards | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Award Type | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | Award Type | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Nicholas Woodman | — | — | — | — | PSU(3) | 19,358 | 21,100 | N/A | — | — | | | — | — | — | — | PSU(4) | 155,915 | 169,947 | N/A | — | — | | | — | — | — | — | PSU(5) | — | — | N/A | — | — | | Brian McGee | 30,000(6) | 0 | 28.54 | 10/14/2025 | RSU(7) | 18,321 | 19,970 | N/A | — | — | | | 86,800(8) | 0 | 10.71 | 02/02/2026 | RSU(9) | 51,177 | 55,783 | N/A | — | — | | | 113,636(10) | 0 | 9.44 | 02/14/2027 | RSU(12) | 160,715 | 175,179 | N/A | — | | | | 25,184(13) | 0 | 5.74 | 05/14/2028 | RSU(14) | 242,991 | 264,860 | N/A | — | — | | | 95,819(15) | 0 | 7.55 | 05/14/2029 | PSU(3) | 2,384 | 2,599 | N/A | — | — | | | 90,423(16) | 0 | 4.08 | 02/17/2030 | PSU(4) | 30,421 | 33,159 | N/A | — | — | | | 60,713(17) | 2,640(17) | 7.91 | 02/22/2031 | PSU(5) | — | — | N/A | — | — | | | 61,809(18) | 25,451(18) | 8.70 | 02/16/2032 | — | — | — | N/A | — | — | | Eve Saltman | 138,889(19) | 0 | 5.58 | 04/15/2028 | RSU(7) | 10,570 | 11,521 | N/A | — | — | | | 42,265(15) | 0 | 7.55 | 05/14/2029 | RSU(11) | 2,669 | 2,909 | N/A | — | — | | | 69,019(16) | 0 | 4.08 | 02/17/2030 | RSU(9) | 21,751 | 23,709 | N/A | — | — | | | 35,027(17) | 1,523(17) | 7.91 | 02/22/2031 | RSU(12) | 68,304 | 74,451 | N/A | — | — | | | 8,257(20) | 961(20) | 9.89 | 05/16/2031 | RSU(14) | 111,215 | 121,224 | N/A | — | — | | | 26,269(18) | 10,817(18) | 8.70 | 02/16/2032 | PSU(3) | 1,013 | 1,104 | N/A | — | — | | | — | — | — | — | PSU(4) | 12,928 | 14,092 | N/A | — | — | | | — | — | — | — | PSU(5) | — | — | N/A | — | — | | Dean Jahnke | 55,626(21) | 0 | 5.83 | 08/14/2028 | RSU(7) | 9,865 | 10,753 | N/A | — | — | | | 60,976(15) | 0 | 7.55 | 05/14/2029 | RSU(9) | 21,751 | 23,709 | N/A | — | — | | | 81,019(16) | 0 | 4.08 | 02/17/2030 | RSU(12) | 68,304 | 74,451 | N/A | — | — | | | 32,691(17) | 1,422(17) | 7.91 | 02/22/2031 | RSU(14) | 111,215 | 121,224 | N/A | — | — | | | 26,269(18) | 10,817(18) | 8.70 | 02/16/2032 | PSU(3) | 1,013 | 1,104 | N/A | — | — | | | — | — | — | — | PSU(4) | 12,928 | 14,092 | N/A | — | — | | | — | — | — | — | PSU(5) | — | — | N/A | — | — |

  79. Outstanding Equity Awards at December 31, 2024 Table

    (1)Represents the fair market value of a share of our Class A or Class B common stock, as applicable. For options granted pre-IPO, market value of our common stock was determined by our board of directors on the date of grant. For options granted after our IPO, market value is the closing price of our Class A common stock on the date of grant. (2)The amounts in these columns represent shares underlying RSUs with service-based vesting requirements, including PSUs for which the performance conditions have been satisfied but are subject to additional time-based service requirements. The PSUs for which the performance conditions have been satisfied continue to be denoted as "PSUs" in these columns for reference. The share numbers and values for the 2022 PSUs for which the performance conditions have been met reflect a downward adjustment to 55.9% of the original target shares based on the goal metric certification by the Compensation Committee on February 06, 2023.The share numbers and values for the 2023 PSUs for which the performance conditions have been met reflect a downward adjustment to 51.11% of the original target shares based on the goal metric certification by the Compensation Committee on February 8, 2024.The share numbers and values for the 2024 PSUs reflect a downward adjustment to 0% of the original target shares based on the goal metric certification by the Compensation Committee on February 07, 2025. The Compensation Committee determined that neither the Threshold Revenue Hurdle nor the Threshold Non-GAAP Operating Loss (post bonus) were met and the PSUs have been forfeited in their entirety for no consideration. (3)After the number of earned PSUs was determined by the Compensation Committee on February 6, 2023, 1/3rd of the earned PSUs vested on February 15, 2023, and the remaining earned PSUs will vest quarterly on the 15th of each of February, May, August and November, until the PSUs are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company. (4)After the number of earned PSUs was determined by the Compensation Committee on February 8, 2024, 1/3rd of the earned PSUs vested on February 15, 2024, and the remaining earned PSUs will vest quarterly on the 15th of each of February, May, August and November, until the PSUs are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company. (5)The PSUs granted in 2024 were determined to have been forfeited in their entirety based on the goal metric certification by the Compensation Committee on February 07, 2025 (6)One-fourth of the total options granted vested on September 28, 2016, and an additional 1/48th vested monthly thereafter until the options were fully vested. These options are now fully vested. (7)One-fourth of the total RSUs granted vested on February 15, 2022, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company. (8)One-fourth of the total options granted vested on February 3, 2017, and an additional 1/48th vested monthly thereafter until the options were fully vested. These options are now fully vested. (9)One-fourth of the total RSUs granted vested on February 15, 2023, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company (10)One-sixth of the total options granted vested on August 15, 2017, and an additional 1/36th vested monthly thereafter until the options were fully vested. These options are now fully vested. (11)One-fourth of the total RSUs granted vested on May 15, 2022, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company. (12)One-fourth of the total RSUs granted vested on February 15, 2024, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company. (13)One-fourth of the total options granted vested on February 15, 2019, and an additional 1/48th vested monthly thereafter until the options were fully vested. These options are now fully vested. (14)One-fourth of the total RSUs granted will vest on May 15, 2025, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company. (15)One-fourth of the total options granted vested on February 15, 2020, and an additional 1/48th vested monthly thereafter until the options were fully vested. These options are now fully vested. (16)One-fourth of the total options granted vested on February 15, 2021, and an additional 1/48th vested monthly thereafter, until the options were fully vested. These options are now fully vested. (17)One-fourth of the total options granted vested on February 15, 2022, and an additional 1/48th will vest monthly thereafter, until the options are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and service agreement between the participant and the Company. (18)One-fourth of the total options granted vested on February 15, 2023, and an additional 1/48th will vest monthly thereafter, until the options are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and service agreement between the participant and the Company. (19)One-fourth of the total options granted vested on March 29, 2019, and an additional 1/48th vested monthly thereafter until the options were fully vested. These options are now fully vested. (20)One-fourth of the total options granted vested on May 15, 2022, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company. (21)One-fourth of the total options granted vested on August 15, 2019, and an additional 1/48th vested monthly thereafter until the options were fully vested. These options are now fully vested.

  80. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information concerning the exercise of options (the "Option Awards") and the vesting of RSUs and PSUs (the "Stock Awards") in 2024 for each NEO as of December 31, 2024. Value realized on vesting of RSUs and PSUs is based on the fair market value of our Class A common stock on the vesting date multiplied by the number of shares vested and does not necessarily reflect the proceeds received by the NEO.

  81. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Nicholas Woodman | — | — | 338,200 | 674,827 | | Brian McGee | — | — | 189,807 | 444,588 | | Eve Saltman | — | — | 92,189 | 215,529 | | Dean Jahnke | — | — | 88,090 | 207,431 |

  82. CEO Pay Ratio

    CEO Pay Ratio The annual total compensation of our Chief Executive Officer, Mr. Woodman for 2024, as reported in the 2024 Summary Compensation Table, was $2,786,614. The annual total compensation of our median employee for 2024 was $126,932. Based on this information, for 2024, the ratio of the annual total compensation of Mr. Woodman to that of our median employee was approximately 22.0 to 1.

  83. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street, and Item 402(v) of Regulation S-K, we are disclosing the following information about the relationship between executive compensation actually paid and other measures of Company performance. The following disclosures are made in compliance with these rules; for additional information regarding our compensation philosophy, the structure of our compensation programs, how the Company aligns executive compensation with the Company’s performance, and compensation decisions made this year, refer to the “Compensation Discussion and Analysis” section above. The following tables provide information regarding the "Compensation Actually Paid" to our CEO and other NEOs (as a group) for the fiscal years 2024, 2023, 2022, 2021 and 2020.

  84. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO1 | Compensation Actually Paid to CEO2 | Average Summary Compensation Table Total for Non-CEO NEOs3 | Average Compensation Actually Paid to Non-CEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income (Loss) (thousands)7 | Company Selected Performance Measure | | | | | | | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | | Revenue (thousands)8 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $2,370,114 | $1,281,265 | $1,097,102 | $281,114 | $25 | $112 | $(432,311) | $801,473 | | 2023 | $5,676,143 | $2,797,277 | $1,669,427 | $934,379 | $80 | $215 | $(53,183) | $1,005,459 | | 2022 | $4,791,144 | $1,538,424 | $1,649,756 | $1,156,260 | $115 | $170 | $28,847 | $1,093,541 | | 2021 | $5,110,365 | $4,050,910 | $1,754,293 | $1,373,659 | $238 | $188 | $371,171 | $1,161,084 | | 2020 | $3,175,695 | $6,330,073 | $1,485,734 | $1,010,284 | $191 | $150 | $(66,783) | $891,925 |

  85. Pay Versus Performance

    1 The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Woodman (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2024 Summary Compensation Table” above for additional information on the 2024 compensation. 2 The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Woodman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Woodman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Woodman’s total compensation for each year to determine the compensation actually paid:

  86. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits(c) | Pension Benefit Adjustments(d) | Compensation Actually Paid to PEO | | 2024 | $2,370,114 | $(1,519,938) | $431,089 | — | — | $1,281,265 | | 2023 | $5,676,143 | $(4,239,108) | $1,360,242 | — | — | $2,797,277 | | 2022 | $4,791,144 | $(3,615,355) | $362,635 | — | — | $1,538,424 | | 2021 | $5,110,365 | $(3,121,199) | $2,061,744 | — | — | $4,050,910 | | 2020 | $3,175,695 | $(2,934,573) | $6,088,951 | — | — | $6,330,073 |

  87. Pay Versus Performance

    a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. We approached the determination of fair value in the same manner as we have historically determined fair value under ASC 718, using valuation assumptions and methods/models that are generally consistent with those used to determine fair value at grant under US GAAP. The amounts deducted or added in calculating the equity award adjustments are as follows:

  88. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $974,548 | $180,976 | $— | $(724,435) | $— | $— | $431,089 | | 2023 | $2,540,536 | $(590,578) | $— | $(589,716) | $— | $— | $1,360,242 | | 2022 | $2,069,479 | $(876,836) | $— | $(830,008) | $— | $— | $362,635 | | 2021 | $4,068,213 | $(860,784) | $— | $(1,145,685) | $— | $— | $2,061,744 | | 2020 | $5,955,456 | $903,942 | $— | $(770,447) | $— | $— | $6,088,951 |

  89. Pay Versus Performance

    c.The Company does not have any pension benefits so there are no service costs to report. d.The Company does not have any pension benefits so there are no adjustments to report. 3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Woodman, who has served as our CEO since 2004) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Woodman) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Brian McGee, Eve Saltman and Dean Jahnke; (ii) for 2023, Brian McGee, Eve Saltman, Dean Jahnke and Kevin Hinge; (iii) for 2022, Brian McGee, Eve Saltman, Kevin Hinge and Dean Jahnke; (iv) for 2021, Brian McGee, Aimée Lapic, Eve Saltman and Dean Jahnke; and (v) for 2020, Brian McGee, Eve Saltman, Dean Jahnke and Aimée Lapic. 4 The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Woodman), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Woodman) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Woodman) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  90. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards(a) | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,097,102 | $(439,564) | $(376,424) | $— | $— | $281,114 | | 2023 | $1,669,427 | $(956,382) | $221,334 | $— | $— | $934,379 | | 2022 | $1,649,756 | $(494,141) | $645 | $— | $— | $1,156,260 | | 2021 | $1,754,293 | $(407,773) | $27,139 | $— | $— | $1,373,659 | | 2020 | $1,485,734 | $(534,250) | $58,800 | $— | $— | $1,010,284 |

  91. Pay Versus Performance

    a.The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  92. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $281,838 | $(342,758) | $— | $(315,504) | $— | $— | $(376,424) | | 2023 | $573,169 | $(191,685) | $— | $(18,413) | $(141,737) | $— | $221,334 | | 2022 | $13,340 | $(11,139) | $— | $(1,556) | $— | $— | $645 | | 2021 | $17,732 | $8,209 | $— | $1,198 | $— | $— | $27,139 | | 2020 | $48,977 | $11,502 | $— | $(1,679) | $— | $— | $58,800 |

  93. Pay Versus Performance

    b.Pension Benefits The Company does not have any pension benefits so this table is not applicable. 5 Represents the cumulative total shareholder return (TSR) of GoPro, Inc. for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. The comparison assumes $100 was invested on December 31, 2019 in our common stock. 6 Peer TSR represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested into the peer group on December 31, 2019. The peer group used for this purpose is the Company’s compensation peer group as disclosed in the “Compensation Discussion & Analysis” sections of each of our 2025, 2024, 2023, 2022 and 2021 Annual Proxy Statements, respectively. For peers who were not yet publicly traded as of December 31, 2019, the calculation assumes investment of $100 into the peer as of the first date the peer began trading as a public company. The exclusion of certain peers for this analysis is due to these companies being acquired. The Company updated its peer group in 2024 to create a better alignment between GoPro and its peer group with respect to key financial criteria and companies in comparable industries. If the peer group would have remained unchanged, the cumulative peer Total Shareholder Return in 2024 would have been $449, (compared to the $112 for the 2024 current peer group). Peer TSR for 2021 is $170, compared to $171 as disclosed in our 2023 Annual Proxy Statement. This is due to a change in the methodology used to calculate total shareholder return and we have updated our calculation methodology on a go-forward basis. 7 The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 8 Revenue is as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

  94. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program utilizes several performance measures to align executive compensation with Company performance, which are not all presented in the Pay versus Performance table. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  95. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid ("CAP") to Mr. Woodman and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Woodman) is aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment of compensation actually paid to the Company’s cumulative TSR over the period presented is due to a significant portion of compensation actually paid to Mr. Woodman and to the other NEOs is comprised of equity awards. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 60% of the value of total compensation awarded to the NEOs is to be comprised of equity awards, including RSUs, PSUs and stock options. * Cumulative TSR of the Company vs. Cumulative TSR of the Peer Group: The Company's cumulative TSR was $25 for the five year period ending December 31, 2024, which was less than the Peer Group TSR of $112 for the same period.

  96. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following table, the CAP to Mr. Woodman and the average CAP to the Company’s NEOs as a group (excluding Mr. Woodman) is generally aligned with the Company’s net income (loss) over the five years presented in the table. While the Company does not use net income (loss) as a performance measure in the overall executive compensation program, the measure of net income (loss) is correlated with the measure Adjusted EBITDA, which the Company does use for setting goals in the Company’s Executive Bonus Program and the PSUs that are awarded to the NEOs. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 18% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company's Executive Bonus Program.

  97. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue As demonstrated by the following graph, the CAP to Mr. Woodman and the average CAP to the Company’s NEOs as a group (excluding Mr. Woodman) is generally aligned with the Company's revenue over the five years presented in the table. As described above, revenue is disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes revenue when setting goals in the Company’s Executive Bonus Program. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets that approximately 18% of the value of total compensation awarded to the NEOs consists of amounts determined under the Company Executive Bonus Program.

  98. Indemnification of Directors and Officers

    Indemnification of Directors and Officers We have entered into indemnification agreements with each of our directors and executive officers. These indemnification agreements and our Restated Certificate of Incorporation and amended and restated bylaws provide for indemnification of each of our directors to the fullest extent permitted by Delaware law.