DEF 14A of Roblox Corp, Apr 11, 2024

DEF 14A of Roblox Corp

Filed Apr 11, 2024 · FY20230001558370-24-004974

Open on EDGAR

  1. Director Nominees

    Director Nominees The following biographies are for our Class III nominees up for election for a three-year term expiring at the 2027 annual meeting.

  2. Anthony P. Lee

    Anthony P. Lee Vice President of Altos Ventures Management, Inc. Age: 53 Director Since: 2008 Committees: Nominating and Corporate Governance (Chair); Lead Independent Director

  3. Andrea Wong

    Andrea Wong Former President of International Production for Sony Pictures Television and International for Sony Pictures Entertainment Age: 57 Director Since: 2020 Committees: Leadership Development and Compensation (Chair), Nominating and Corporate Governance

  4. Andrea Wong

    | Background Mr. Lee has served as a member of our Board since February 2008 and was appointed as our Lead Independent Director in November 2020. He joined Altos Ventures in May 2000 and is currently a Vice President of Altos Ventures Management, Inc., which manages a family of international, technology-focused venture capital funds. He is a managing director of each fund. In addition, Mr. Lee currently serves on the board of directors of several private companies and non-profit organizations. He holds an AB in Politics from Princeton University and an MBA from the Stanford Graduate School of Business. Director Qualifications We believe that Mr. Lee is qualified to serve on our Board because of his significant knowledge of and history with our Company and his experience as a seasoned investor and current and former director of many companies. |

  5. Andrea Wong

    | Background Ms. Wong has served as a member of our Board since August 2020. Ms. Wong has served as a member of the board of directors of Liberty Media Corporation, an owner and operator of various media, communications and entertainment businesses, since September 2011 and Qurate Retail, Inc., an owner and operator of various digital commerce businesses since April 2010. Ms. Wong has served as a member of the board of directors of Hudson Pacific Properties Inc., a real estate investment trust since August 2017. From September 2011 to March 2017, Ms. Wong served as President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment. From April 2007 to April 2010, she served as President and Chief Executive Officer of Lifetime Entertainment Services. Ms. Wong served in various positions with ABC, Inc., a subsidiary of The Walt Disney Company, from August 1993 to March 2007, most recently as Executive Vice President, Alternative Series, Specials and Late Night. Ms. Wong previously served as a director of Hudson’s Bay Company, a Canadian retail company, and Oaktree Acquisition Corp, Oaktree Acquisition Corp II, and Social Capital Hedosophia Holdings Corp., each a blank check company. Ms. Wong holds a BS in electrical engineering from the Massachusetts Institute of Technology and an MBA from the Stanford Graduate School of Business. Director Qualifications We believe that Ms. Wong is qualified to serve on our Board because of her extensive background in media programming across a variety of platforms, her executive leadership experience with the management and operation of companies in the entertainment sector, and her experience as a current and former director of many companies. |

  6. Andrea Wong

    | | 12 |

  7. Continuing Directors

    Continuing Directors The following biographies are for each Class I director whose current term will expire at the 2025 annual meeting.

  8. Continuing Directors

    | Christopher Carvalho Former Chief Operating Officer of Kabam, Inc. Age: 58 Director Since: 2015 Committees: Audit and Compliance, Nominating and Corporate Governance Jason Kilar Former CEO of WarnerMedia, Inc. Age: 52 Director Since: 2023 Committees: Audit and Compliance, Leadership Development and Compensation Background Mr. Carvalho has served as a member of our Board since December 2015. Between January 2010 and December 2013, Mr. Carvalho served as Chief Operating Officer of Kabam, Inc., a developer of online computer games. From June 2008 to October 2010, he served as Vice President and General Manager of SmartyCard, a division of Gazillion Entertainment, a developer of online computer games. Between January 1999 and June 2008, Mr. Carvalho served in several capacities with Lucasfilm Ltd., a film and entertainment company, including as the head of Business Development. Mr. Carvalho serves on the board of Modern Times Group MTG AB, a digital entertainment company listed on the Nasdaq Stockholm AB. Between 2016 and 2019, Mr. Carvalho served as a member of the board of directors of G5 Entertainment AB, a developer and publisher of mobile games listed on the Nasdaq Stockholm AB main market and the Nasdaq OTCQX. Mr. Carvalho holds an MBA from the University of California, Los Angeles Anderson School of Management and a BS in Business Administration from the University of California, Berkeley, Haas School of Business. Director Qualifications We believe that Mr. Carvalho is qualified to serve on our Board because of his executive level experience in online gaming, his general experience with and knowledge of the industry in which we operate, and his experience as a current and former director of many companies. |

  9. Continuing Directors

    | Background Mr. Kilar has served as a member of our Board since September 2023. Since March 2019, Mr. Kilar has also served as a member of the board of directors of Opendoor Technologies Inc. Since September 2017, Mr. Kilar has served as a member of the board of directors of Wealthfront Inc. Previously, Mr. Kilar served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment subsidiary of its public company parent, WarnerBros. Discovery, Inc. from May 2020 to April 2022. Prior to that, Mr. Kilar co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company, from 2013 to 2017. Prior to Vessel Group, Mr. Kilar served as the founding Chief Executive Officer of Hulu, LLC, a streaming service company, from 2007 to 2013. Mr. Kilar also served in a variety of senior leadership roles with Amazon.com, Inc., an e-commerce technology company, from 1997 to 2006, including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. He has also served on various other private company boards of directors, including Univision Communications Inc. from September 2016 to April 2020 and Brighter Inc. from 2013 until its acquisition by Cigna Corporation in 2017. Mr. Kilar received his B.A. degree in Journalism and Business Administration from University of North Carolina at Chapel Hill and M.B.A. degree from Harvard Business School. Director Qualifications We believe that Mr. Kilar is qualified to serve on our Board because of his deep expertise in operations as a former CEO and seasoned board member, and his extensive experience with technology, high-growth, media, consumer and digital companies. |

  10. Continuing Directors

    | 13 | 2024 PROXY STATEMENT |

  11. Gina Mastantuono

    Gina Mastantuono Chief Financial Officer of ServiceNow, Inc. Age: 53 Director Since: 2021 Committees: Audit and Compliance (Chair), Leadership Development and Compensation

  12. Gina Mastantuono

    | Background Ms. Mastantuono has served as a member of our Board since April 2021. Ms. Mastantuono has served as the Chief Financial Officer of ServiceNow, Inc. since January 2020. From December 2016 to January 2020, Ms. Mastantuono served as Executive Vice President and Chief Financial Officer of Ingram Micro Inc., a provider of global technology and supply chain services and as its Executive Vice President, Finance from April 2013 to December 2016. From June 2007 to April 2013, Ms. Mastantuono served as Senior Vice President, Chief Accounting Officer and International Chief Financial Officer of Revlon, Inc., a cosmetics, skin care, fragrance and personal care company. Before Revlon, Ms. Mastantuono held various finance executive roles at InterActiveCorp., a publicly traded operator of a diversified portfolio of specialized and global brands, and Triarc Companies, Inc., a publicly traded consumer products company. Ms. Mastantuono currently serves on the board of directors of Gong.io Inc., a revenue intelligence platform company. She began her career at Ernst & Young, LLP in New York. Ms. Mastantuono is a certified public accountant with more than 20 years of finance experience. Ms. Mastantuono attended the State University of New York at Albany, where she earned a BS degree in Accounting and Business Administration. Director Qualifications We believe Ms. Mastantuono is qualified to serve on our Board because of her deep financial and strategic acumen and her extensive management experience with global technology companies. Further, Ms. Mastantuono’s financial expertise over 20 years in finance provides her with the necessary skills and experience to perform audit and compliance committee functions. |

  13. Gina Mastantuono

    | | 14 |

  14. Gina Mastantuono

    The following biographies are for each Class II director whose current term will expire at the 2026 annual meeting.

  15. David Baszucki

    David Baszucki Founder, President, Chief Executive Officer and Chair of the Board Age: 61 Director Since: 2004

  16. David Baszucki

    | Background Mr. Baszucki has served as our Founder, President, Chief Executive Officer and member of our Board since March 2004. From July 1989 until December 1998, Mr. Baszucki served in various positions at Knowledge Revolution, a developer of 2D and 3D motion simulation software, which was acquired in December 1998 by MSC Software Corporation, a software company that specializes in simulation software, and which was acquired by Hexagon AB, a global technology group focused on precision measuring technologies, in February 2017. Between December 1998 and December 2000, Mr. Baszucki served in various positions at MSC Software Corporation, most recently as General Manager. Mr. Baszucki currently serves as a member of the board of directors of the Paley Center for Media. Mr. Baszucki holds a BS in Electrical Engineering from Stanford University. Director Qualifications We believe that Mr. Baszucki is qualified to serve on our Board because of the perspective and experience he brings as our Founder, President, Chief Executive Officer and Chair of our Board. |

  17. Outside Director Compensation Policy

    Outside Director Compensation Policy Our Board adopted a compensation policy for our non-employee directors (the “Director Compensation Policy”), in consultation with FW Cook, our independent compensation advisor. This policy is designed to attract, retain, and reward our non-employee directors. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to our Board meetings and relevant director continuing education courses and programs. The LDCC reviews the total compensation of our non-employee directors and each element of our Director Compensation Policy at least annually and our Director Compensation Policy was most recently amended in March 2023.

  18. Cash Compensation

    | Non-Employee Director - Amended Director Compensation Policy | Additional Cash Fees | | | | | Lead Independent Director | $40,000 | | | | | Committee Chair Fees | Committee Membership Fees | | | Audit and Compliance Committee | $25,000 | $15,000 | | | Leadership Development and Compensation Committee | $20,000 | $10,000 | | | Nominating and Corporate Governance Committee | $15,000 | $10,000 |

  19. Director Compensation Table for Fiscal Year 2023

    Director Compensation Table for Fiscal Year 2023 The following table sets forth information regarding the compensation earned or paid to our non-employee directors in 2023. Our employee director, Mr. David Baszucki, did not receive any compensation for his service as a director for the year ended December 31, 2023. The compensation received by Mr. Baszucki as an employee is set forth in the section titled “Executive Compensation—Summary Compensation Table for Fiscal Year 2023.” The following table sets forth information regarding the compensation earned or paid to our non-employee directors in 2023.

  20. Director Compensation Table for Fiscal Year 2023

    | | Fees Earned or | Stock | All Other | | | Name | Paid in Cash ($) | Awards ($)(1) | Compensation ($) | Total ($) | | Gregory Baszucki | 90,000(2) | 252,153 | 6,500 | 348,653 | | Christopher Carvalho | 122,038 | 252,153 | 6,500 | 380,691 | | Jason Kilar (3) | 34,375 | 345,946 | 6,500 | 386,821 | | Anthony P. Lee (4) | — | — | 6,500 | 6,500 | | Gina Mastantuono | 125,000 | 252,153 | 6,500 | 383,653 | | Andrea Wong | 130,557 | 252,153 | 6,500 | 389,210 |

  21. Director Compensation Table for Fiscal Year 2023

    | (1) The amounts reported represent the aggregate grant date fair values of the RSUs awarded to the directors in the fiscal year ended December 31, 2023, determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date, in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in the notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on February 21, 2024. The amounts reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting or settlement of the RSUs. |

  22. Director Compensation Table for Fiscal Year 2023

    | (2) Mr. Baszucki deferred receipt of his cash fees under the Company’s Deferred Compensation Plan. His cash fees will become payable in ten equal annual installments following a separation from service. |

  23. Director Compensation Table for Fiscal Year 2023

    | (3) Mr. Kilar joined the Board on September 13, 2023. His stock award represents his Initial Award under our Director Compensation Policy |

  24. Director Compensation Table for Fiscal Year 2023

    | (4) Mr. Lee has waived all fees and grants associated with his service as an outside director. |

  25. Director Compensation Table for Fiscal Year 2023

    | 39 | 2024 PROXY STATEMENT |

  26. Director Compensation Table for Fiscal Year 2023

    The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2023:

  27. Director Compensation Table for Fiscal Year 2023

    | | | | | Grant | | | | | | | Date Fair | | | | | Number of | Option | Value Per | Option | | | | Shares | Exercise | Restricted | Award | | | Grant | Underlying | Price | Share | Expiration | | Name | Date | Options/RSUs(1)(2) | ($)(1) | ($)(1) | Date | | Gregory Baszucki | 7/20/2016 | 1,168,650(3) | 0.07 | — | 7/20/2026 | | | 5/25/2023 | 3,191(4) (5) | — | 39.51 | — | | Christopher Carvalho | 12/15/2015 | 116,866(3) | 0.06 | — | 12/15/2025 | | | 5/25/2023 | 3,191(4) | — | 39.51 | — | | Jason Kilar | 9/13/2023 | 6,076(6) | | 27.74 | | | | 9/13/2023 | 6,395(6) | | 27.74 | | | Anthony P. Lee (7) | — | — | — | — | — | | Gina Mastantuono | 4/15/2021 | 1,696(8) | — | 79.66 | — | | | 5/25/2023 | 3,191(4) (9) | — | 39.51 | — | | Andrea Wong | 8/31/2020 | 30,000(10) | 5.21 | — | 8/31/2030 | | | 5/25/2023 | 3,191(4) | — | 39.51 | — |

  28. Director Compensation Table for Fiscal Year 2023

    | (1) Amounts reflect all previous forward stock splits effected prior to the Company’s direct listing. |

  29. Director Compensation Table for Fiscal Year 2023

    | (2) Amount reflects unvested RSUs and unexercised options held by our non-employee directors as of December 31, 2023. |

  30. Director Compensation Table for Fiscal Year 2023

    | (3) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2004 Equity Incentive Plan (the “2004 Plan”) and a stock option agreement thereunder. The shares subject to the stock option are fully vested. |

  31. Director Compensation Table for Fiscal Year 2023

    | (4) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall immediately vest. The RSU award vested as to one-fourth of the RSUs subject to such award on each of August 20, 2023, November 20, 2023, and February 20, 2024, and the remaining 1/4th of the RSUs shall vest on the earlier of (i) the day prior to the Company’s annual meeting date following such award’s grant date, and (ii) May 25, 2024, subject to the non-employee director’s continued service through the applicable vesting date. |

  32. Director Compensation Table for Fiscal Year 2023

    | (5) Settlement of an additional 3,191 vested shares granted to Mr. Baszucki has been deferred under the Company's Deferred Compensation Plan and will become payable in ten annual installments following a separation from service. |

  33. Director Compensation Table for Fiscal Year 2023

    | (6) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall immediately vest. The RSU award shall vest as to 1/3rd of the shares subject to such award on each of November 20, 2024, November 20, 2025, and November 2026. |

  34. Director Compensation Table for Fiscal Year 2023

    | (7) Mr. Lee has waived all fees and grants associated with his service as an outside director. |

  35. Director Compensation Table for Fiscal Year 2023

    | (8) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall become immediately exercisable. The RSU award vested as to one-third of the RSUs subject to such award on May 20, 2022 and will vest as to one-third of the RSUs on each annual anniversary thereafter subject to the non-employee director continuing to provide services to us through the applicable vesting date. |

  36. Director Compensation Table for Fiscal Year 2023

    | (9) Settlement of an additional 3,191 vested shares granted to Ms. Mastantuono has been deferred under the Company's Deferred Compensation Plan and will become payable 50% on March 1, 2028 and 50% on a separation from service. |

  37. Director Compensation Table for Fiscal Year 2023

    | (10) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) and a stock option agreement thereunder. The shares subject to the stock option are fully vested. |

  38. Director Compensation Table for Fiscal Year 2023

    | | 40 |

  39. Compensation Philosophy and Objectives

    | Competitiveness | Attracting and retaining critical talent is important to us. We operate in a highly competitive talent market in the technology industry and our pay programs are designed to be competitive to attract new talent that supports our mission and culture. | | Management Longevity | We believe that management longevity is a key driver of long-term value creation. Our executive compensation programs are designed to retain our executives, including through the use of time-based equity awards that vest over three years. In addition, we seek to reward significant growth in key financial and performance metrics through the use of performance-based restricted stock units (“PSUs”) for our executives. | | Long-Term Ownership | We want our executives to think like owners and focus on long-term value creation for the Company. We heavily weight our total pay package towards equity (and in the case of our CEO, entirely in equity), with the use of PSUs for our executives to further align our compensation program with long-term value creation for the Company. Over 90% of our continuing NEOs’ compensation, on average, was delivered in the form of time-based or performance-based equity awards in 2023. | | Strong Performance Orientation | We have a high standard for performance. We consider Company and individual performance, criticality of position, and trajectory in sizing our equity grants for our executive officers. The annual RSU grants we have made to our NEOs (other than our CEO) in 2023 vest over three-years. The value realized from those grants and the Founder and CEO Long-Term Performance Award is based on the value of our stock price when (and if) the grants vest, enhancing the link between the interests of our executives and our stockholders. We additionally granted PSUs for our executives (other than our CEO) in 2023 that are eligible to vest based on substantial financial and performance metrics to further enhance the performance orientation of the program. |

  40. Compensation Philosophy and Objectives

    Equity awards are central to our executive compensation program that is designed to promote fairness and consistency, maintain simplicity and provide rewards based on demonstrable performance. Equity ownership aligns the interests of our NEOs with the interests of our stockholders by enabling them to participate in the long-term appreciation of the value of our common stock. Additionally, equity awards provide an important tool for us to retain our NEOs, as awards are subject to vesting over a multi-year period and to continued service with the Company. Time-based awards granted to our NEOs (other than our CEO) in 2023 vest over three years, contingent on continued service and we continued granting PSUs for our executives, including our NEOs (other than our CEO), in 2023. The majority of compensation for our executive officers is delivered in equity, and in the case of our CEO, his compensation is comprised entirely in equity.

  41. 2023 Compensation Program Highlights

    | ◼ | CEO: No new compensation was provided to our CEO in 2023 as the Founder and CEO Long-Term Performance Award was intended to cover compensation in 2023. |

  42. 2023 Compensation Program Highlights

    | ◼ | Other NEOs: Majority of compensation continued to be in the form of long-term incentives in 2023, including PSUs that further align pay with performance. |

  43. 2023 Compensation Program Highlights

    | ◼ | PSU Design: Redesigned our PSU program so that the PSUs granted in 2023 pay out based on achievement against bookings and adjusted EBITDA targets. |

  44. Recent Compensation Program Changes and Highlights

    | ◼ | CEO: In March 2024, the LDCC determined it was in the best interest of the Company and our stockholders to cancel the Founder and CEO Long-Term Performance Award and to establish an annual market-based compensation program for Mr. Baszucki starting in 2024. Please see “Compensation Discussion & Analysis—2024 Compensation Program—CEO Compensation”” below for more information. |

  45. Recent Compensation Program Changes and Highlights

    | ◼ | Other NEOs: Majority of compensation continued to be in the form of long-term incentives, including PSUs that further align pay with performance. Please see “Compensation Discussion & Analysis—2024 Compensation Program—Other NEO Compensation”” below for more information |

  46. Compensation Practices

    | WHAT WE DO | WHAT WE DON’T DO | | ✔ 100% independent director composition of the LDCC ✔ independent Compensation Advisor: the LDCC engages an independent compensation advisor, who provides no other services to the Company ✔ a significant portion of compensation for NEOs is at-risk (and for our CEO, all compensation in 2023), and is tied to substantial performance against key performance metrics (for our CEO) and financial metrics (for our NEOs other than our CEO) ✔ annual review of NEO compensation and peer group data ✔ double-trigger change in control arrangements ✔ assess the risk-reward balance of our compensation programs to mitigate undue risks ✔ robust stock ownership requirements apply to all executive officers and directors ✔ annual advisory vote on NEO compensation | ✖ no pension plans ✖ no hedging or pledging of our stock by directors or employees ✖ no excise tax gross-ups upon a change in control |

  47. Competitive Market Data

    Competitive Market Data The LDCC assesses the competitiveness of each element of the executive officers’ total direct compensation against our peer group as discussed below. This represents one of the many factors that the LDCC considers when it sets pay levels for our NEOs. In developing the compensation peer group, the LDCC considered a number of factors, including:

  48. Competitive Market Data

    | ◼ | scale and complexity (using revenue and market capitalization); |

  49. Competitive Market Data

    | ◼ | competitors for executive talent; |

  50. Competitive Market Data

    | ◼ | geography (preference for companies with significant talent presence in the San Francisco Bay Area); and |

  51. Competitive Market Data

    | ◼ | company business characteristics (for example, headquarter location, comparably sized high-growth technology companies, consumer facing technology companies, marketplace platforms, global operations, and other high growth indicators). |

  52. 2023 Peer Group

    2023 Peer Group In August 2022, the LDCC in consultation with FW Cook further reviewed our compensation peer group and selected the peer group below as the executive compensation peer group for 2023. The selection of the below peer group was based on criteria that included financial and other measures including our revenue and market capitalization. In this review we added three new companies to our 2023 compensation peer group (DoorDash, Dropbox and Unity Software) based on the criteria noted above. We also removed four companies from our 2022 compensation peer group that did not fit within the financial and other measurement criteria (Activision Blizzard, Block, eBay, and ServiceNow).

  53. 2023 Peer Group

    | 2023 PEER GROUP | | | | | Autodesk CrowdStrike Docusign DoorDash | Dropbox Electronic Arts Match Okta | Roku Snap Splunk Twilio | Twitter Unity Software Workday |

  54. 2024 Peer Group

    2024 Peer Group In September 2023, the LDCC in consultation with FW Cook reviewed our compensation peer group and selected the peer group below as the executive compensation peer group for 2024. The selection of the below peer group was based on criteria that included financial and other measures including our revenue and market capitalization. In this review we added four new companies to our 2024 compensation peer group (Cloudflare, Datadog, MongoDB, and The Trade Desk) based on the criteria noted above. We also removed one company from our 2023 compensation peer group that was no longer a publicly traded corporation (Twitter).

  55. 2024 Peer Group

    | 2024 PEER GROUP | | | | | Autodesk Cloudflare CrowdStrike Datadog Docusign | DoorDash Dropbox Electronic Arts Match MongoDB | Okta Roku Snap Splunk | The Trade Desk Twilio Unity Software Workday |

  56. 2024 Peer Group

    | 53 | 2024 PROXY STATEMENT |

  57. 2024 Peer Group

    While we do not establish compensation levels solely based on a review of competitive data, we believe market data is a meaningful input to our compensation policies and practices. When making its compensation decisions, the LDCC also considers a number of other factors, including: Company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal pay equity considerations. In addition, as part of our executive compensation planning process, the LDCC reviewed aggregated survey data, which provided additional context regarding executive compensation practices in the marketplace, drawn from a Radford Custom Compensation Survey. We expect to review our peer group annually to reflect changes to our size and scale.

  58. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. Our equity award program is the primary vehicle used to differentiate compensation and for offering long-term incentives to our NEOs. Our equity-based incentives have historically been granted either in the form of RSUs. Since 2022, we have granted PSUs as a portion of our executive compensation program for our executives, including each of our NEOs, other than our CEO. Each of our NEOs, other than our CEO, received approximately 28% of their 2023 annual equity award value in PSUs and 72% of their equity award value in time-based RSUs. We believe that equity awards align the interests of our NEOs with our stockholders, provide our NEOs with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting period of our equity awards supports retention. Generally, we intend to grant annual equity awards that are sized to be competitive, transparent and reflect the performance, contribution and criticality of roles in our Company. Our CEO annually reviews and considers external market data in addition to performance of the executives and proposes equity grants to the LDCC. The LDCC exercises its judgment and discretion, in consultation with our CEO and FW Cook. To determine the size and types of equity awards that it approves, the LDCC considers, among other things, the role and responsibility of the NEO, competitive factors, the vested and unvested value of the equity awards held by the NEO, and the NEO’s total compensation.

  59. Fiscal Year 2023 Awards

    Fiscal Year 2023 Awards In April 2023, the LDCC granted fiscal year 2023 annual equity awards in the form of PSUs and RSUs to the NEOs (other than our CEO) as shown below with vesting and other terms as described below.

  60. Fiscal Year 2023 Awards

    | Name | Intended Fiscal Year 2023 PSU Grant Value (at target) (1) | Number of Shares of PSU Grant (at target) | Intended Fiscal Year 2023 RSU Grant Value (2) | Number of Restricted Stock Units | Total Intended Grant Value (1)(2) | | Michael Guthrie | $2,730,000 | 64,129 | $6,825,000 | 160,324 | $9,555,000 | | Manuel Bronstein | $2,730,000 | 64,129 | $6,825,000 | 160,324 | $9,555,000 | | Craig Donato (3) | $2,000,000 | 46,981 | $5,000,000 | 117,453 | $7,000,000 | | Barbara Messing (4) | $2,000,000 | 46,981 | $5,000,000 | 117,453 | $7,000,000 | | Mark Reinstra | $1,890,000 | 44,397 | $4,725,000 | 110,993 | $6,615,000 | | Daniel Sturman (5) | $2,730,000 | 64,129 | $6,825,000 | 160,324 | $9,555,000 |

  61. Fiscal Year 2023 Awards

    | (1) The grant date fair value of the PSU awards as stated in our Summary Compensation Table for Fiscal Year 2023 differs from the intended grant value at target for the PSU awards stated above because the number of shares granted under our PSU awards were determined by dividing the intended value of the PSU award at target by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of March 31, 2023. |

  62. Fiscal Year 2023 Awards

    | (2) The grant date fair value of the RSU awards as stated in our Summary Compensation Table for Fiscal Year 2023 differs from the intended grant value for the RSU awards as stated above because the number of shares granted under our RSU awards were determined by dividing the intended value of the RSU award by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of March 31, 2023. |

  63. Fiscal Year 2023 Awards

    | (3) Mr. Donato resigned from the Company effective September 1, 2023. His PSU award and all unvested RSUs were forfeited in connection with his resignation. |

  64. Fiscal Year 2023 Awards

    | (4) Ms. Messing resigned from the Company effective December 8, 2023, for “good reason”. Pursuant to the terms of the PSU agreement, her PSU award will remain outstanding through the end of the performance period and a prorated portion of the earned PSUs based on performance shall be eligible to vest. |

  65. Fiscal Year 2023 Awards

    | (5) Mr. Sturman has announced his intention to resign from the Company effective May 21, 2024. All unvested RSUs and PSUs will be forfeited upon his termination. |

  66. Fiscal Year 2023 Awards

    Each of our NEOs, other than our CEO, received approximately 28% of their 2023 annual equity award value in PSUs, which are subject to significant performance-based vesting conditions and service-based vesting conditions as described below. The scheduled performance period for the PSUs is January 1, 2023 through December 31, 2024. Between 0% and 200% of the PSUs will become eligible to vest if and to the extent the performance goals are satisfied, and then will vest if the applicable service-based vesting requirements are satisfied. 80% of the PSUs for each NEO become eligible to vest based on achievement of certain cumulative Bookings targets and 20% of the PSUs for each NEO become eligible to vest based on achievement of certain cumulative adjusted EBITDA targets as established by the LDCC. As defined in our PSU agreement, cumulative adjusted EBITDA correlates to our covenant adjusted EBITDA liquidity calculation. The LDCC chose Bookings and adjusted EBITDA as the performance metrics for the PSUs because it believes that these are key drivers of long-term value creation for the Company. At the end of the two-year performance period, the LDCC will certify achievement of the Company’s

  67. Fiscal Year 2023 Awards

    performance against the applicable cumulative Bookings and adjusted EBITDA targets and 50% of the PSUs that are eligible to vest will vest on the certification date, subject to continued service on such date. The remaining 50% of the PSUs that are eligible to vest will vest on the three-year anniversary of the grant date, subject to continued service on such date. Any PSUs that have not satisfied the performance metrics immediately following the certification date will be forfeited. Except as otherwise provided in the award agreement, if a participant ceases to be a service provider for any reason before the end of the performance period, all unvested PSUs held by the participant are immediately forfeited. Upon a participant’s qualifying termination without cause or an involuntary termination for good reason (as defined in the participant’s change in control severance agreement) not in connection with a change in control prior to the certification date, the PSUs will remain outstanding through the certification date and will become eligible to vest based on performance as if the participant’s service had not been terminated. If such qualifying termination occurs prior to the certification date, the number of PSUs that will vest on the certification date and the three-year anniversary of the grant date will be prorated based on the portion of the performance period that the NEO was a service provider to the Company. In the event of a change in control during the performance period, the number of PSUs that will become eligible to vest will be based on actual performance through the date of the change in control or, if greater, at target. Upon a participant’s qualifying termination in connection with a change in control prior to the final vesting date, all PSUs that are eligible to west will fully vest. Upon the death or disability of a PSU award participant, 100% of the target number of shares subject to the PSU will vest immediately. Each of our NEOs, other than our CEO, received approximately 72% of their 2023 annual equity award value in time-based RSUs. 1/12th of the RSUs vested on May 20, 2023 and 1/12th of the RSUs vest each quarter thereafter over three years, subject to the participant’s continued service through each vesting date.

  68. Founder and CEO Long-Term Performance Award

    Founder and CEO Long-Term Performance Award In February 2021, the LDCC granted the Founder and CEO Long-Term Performance Award, an RSU under our 2017 Plan to Mr. Baszucki, which would provide him the opportunity to earn a maximum number of 11,500,000 shares of our Class A common stock. The Founder and CEO Long-Term Performance Award was approved and ratified by our Board and our stockholders, including a majority of our disinterested stockholders (consisting of a majority of the total shares of Roblox preferred and common stock not owned, directly or indirectly, by David Baszucki and Gregory Baszucki). The Founder and CEO Long-Term Performance Award was scheduled to vest upon the satisfaction of a service condition and achievement of rigorous stock price goals, as described below. At the time of grant, this award was intended to be in lieu of other compensation for Mr. Baszucki for the seven-year period from 2021 through 2027 and was in lieu of other compensation for the period from 2021 through 2023. As noted above, the Founder and CEO Long-Term Performance Award was cancelled in March 2024. In determining the terms and conditions of the Founder and CEO Long-Term Performance Award, the LDCC in consultation with an independent compensation advisor, considered many factors in determining whether to grant the Founder and CEO Long-Term Performance Award and the size and terms of the award. The LDCC was intent on establishing an award that would align Mr. Baszucki’s long-term interests with those of stockholders, would require significant and sustained Company performance, and would discourage short-term risk taking to achieve short-term performance. The LDCC considered Mr. Baszucki’s significant ownership percentage in the Company obtained primarily in connection with his founding of Roblox in 2004 and the amount of his ownership interests that were unvested as of the date of the grant in its deliberations of this award. Upon review of market data for similarly situated executives at comparable companies with an emphasis on the ownership percentage and equity value of founder chief executive officers at the time of an initial public offering, the LDCC believed that providing meaningful incentives for Mr. Baszucki to continue his leadership of Roblox as our CEO and to execute on his vision to further drive the growth of our business was of paramount importance. The Founder and CEO Long-Term Performance Award was the exclusive direct compensation that Mr. Baszucki received through 2023. Mr. Baszucki did not receive any equity grants in 2023. Prior to its termination, the Founder and CEO Long-Term Performance Award was entirely performance-based and was eligible to vest based on our significant stock price performance over multiple, staggered performance periods with the first beginning on March 2, 2023, which was two years after the effective date of the Company’s direct listing (the “Effective Date”) and ending on March 2, 2028, which is the seventh anniversary of the Effective Date. A Company stock price hurdle was only eligible to be achieved from and after the commencement of the applicable performance period. The Founder and CEO Long-Term Performance Award was divided into seven

  69. Founder and CEO Long-Term Performance Award

    | | 56 |

  70. Founder and CEO Long-Term Performance Award

    tranches that were eligible to vest based on the achievement of significant stock price goals, each a Company Stock Price Hurdle, measured based on an average of our stock price over a consecutive 90-day trading period during the performance period as set forth below. Each Company Stock Price Hurdle represented a significant increase to the reference price published by the NYSE in connection with our direct listing.

  71. Founder and CEO Long-Term Performance Award

    | | Number of RSUs | Performance Period | | Company Stock Price Hurdle | Eligible to Vest | Commencement Dates | | $165.00 | 750,000 | March 2, 2023 | | $200.00 | 750,000 | March 2, 2024 | | $235.00 | 2,000,000 | March 2, 2025 | | $270.00 | 2,000,000 | March 2, 2026 | | $305.00 | 2,000,000 | March 2, 2026 | | $340.00 | 2,000,000 | March 2, 2026 | | $375.00 | 2,000,000 | March 2, 2026 |

  72. Founder and CEO Long-Term Performance Award

    If our Company’s stock price over a consecutive 90-day trading period failed to reach $165.00 prior to March 2, 2028, which is the seventh anniversary of the Effective Date, no portion of the Founder and CEO Long-Term Performance Award would vest. Further, any Company Stock Price Hurdle not achieved by March 2, 2028 would terminate and be cancelled for no additional consideration to Mr. Baszucki. Mr. Baszucki must have remain employed by us as our CEO from the Effective Date through the date a Company Stock Price Hurdle was achieved to earn the RSUs associated with an applicable Company Stock Price Hurdle. Prior to its termination in March 2024, no Company Stock Price Hurdles were achieved and no portion of the Founder and CEO Long-Term Performance Award vested. Prior to its termination, in the event of a change in control of Roblox before March 2, 2028, the Founder and CEO Long-Term Performance Award was eligible to vest in additional tranche(s) of RSUs if the per share deal price in the change in control resulted in the achievement of an additional Company Stock Price Hurdle(s) that had not previously been achieved regardless of whether the performance period for a particular Company Stock Price Hurdle had commenced. In such case, the tranche(s) of RSUs corresponding to that Company Stock Price Hurdle(s) would either vest immediately prior to the closing of the change in control to the extent the CEO employment requirement had been satisfied and the performance period with respect to a particular tranche had commenced prior to the date of the change in control, or if not, would become eligible to vest following the change of control subject to Mr. Baszucki’s continuing services (in any capacity, not just that as CEO) through the date the performance period with respect to a performance period with respect to a particular tranche would have otherwise commenced, subject to any vesting acceleration provisions set forth in the 2017 Plan or the change in control severance agreement described below under the section titled “Potential Payments upon Termination or Change in Control.” Additionally, in the event the change in control price fell between a Company Stock Price Hurdle that had been achieved (either before the change in control or as a result of the change in control) and one that has not, then a portion of that tranche of RSUs would vest based on a linear interpolation between each of these Company Stock Price Hurdles and the service requirement that applied to this interpolated amount would be the date of commencement of the performance period for the immediate next Company Stock Price Hurdle that was not achieved. The Founder and CEO Long-Term Performance Award would terminate and be cancelled upon a change in control for any tranche of the award for which the Company Stock Price Hurdle (or portion thereof) was not achieved.

  73. 2024 Compensation Program

    2024 Compensation Program On March 1, 2024, the LDCC approved (i) the cancellation of the Founder and CEO Long-Term Performance Award previously granted to David Baszucki, (ii) Mr. Baszucki’s 2024 compensation, which consists solely of an equity award that consists of 75% PSUs and 25% time-based RSUs, as described below and (iii) 2024 the compensation program for all other executive officers.

  74. CEO Compensation

    Commencing in August 2022, the LDCC began a long-term evaluation of Mr. Baszucki’s compensation and what, if any, compensation-related actions should be taken given uncertain market conditions and volatility. As part of this evaluation, the LDCC considered whether the Founder and CEO Long-Term Performance Award, as the sole compensation payable to Mr. Baszucki, continued to satisfy the LDCC’s intent in providing sufficient compensation and retention incentives for Mr. Baszucki. During 2023 and up to February 2024, the LDCC met numerous times to consider Mr. Baszucki’s compensation, including the Founder and CEO Long-Term Performance Award. FW Cook advised the LDCC and provided information regarding compensation peer group and market practices relating to executive compensation. The LDCC discussed various alternatives for Mr. Baszucki’s compensation, including discussions regarding the cancellation of the Founder and CEO Long-Term Performance Award and the implementation of an annual equity compensation program for Mr. Baszucki similar to the equity compensation granted to our other executive officers. The LDCC considered that Mr. Baszucki did not earn any cash salary, cash bonus or equity compensation for the first three years of his service as a public company CEO of Roblox. Members of management were not present at the portions of the LDCC meetings in which the LDCC deliberated about Mr. Baszucki’s compensation. On March 1, 2024, given the LDCC’s desire to transition Mr. Baszucki to an annual compensation program and the LDCC’s determination that the Founder and CEO Long-Term Performance Award was no longer satisfying the Company’s compensation objectives, the LDCC approved the cancellation of the Founder and CEO Long-Term Performance Award. None of the rigorous stock price goals associated with the Founder and CEO Long-Term Performance Award were achieved prior to its cancellation, and no shares subject to the award had vested. On March 1, 2024, the LDCC approved Mr. Baszucki’s 2024 compensation structure (the “2024 CEO Compensation”). The 2024 CEO Compensation is market-based, solely in the form of equity, and aligns Mr. Baszucki’s interests with those of our stockholders by motivating and rewarding Mr. Baszucki to achieve long-term stockholder value creation while reflecting our pay-for-performance philosophy and enhancing retention. The 2024 CEO Compensation consists of an annual equity award with an intended target value of $25 million. Seventy-five percent of the target value is in the form of PSUs that will only vest if the Company achieves financial and operating performance goals that were determined by the LDCC, consisting of 446,534 PSUs (at target). The remaining 25% of the target grant value is in the form of time-based RSUs that will vest quarterly over three years upon continued service, consisting of 148,844 RSUs. Mr. Baszucki’s base salary will remain at $0 and the 2024 CEO Compensation does not provide for cash compensation or a cash bonus opportunity for his services to Roblox. Mr. Baszucki’s equity award was granted on March 1, 2024, consistent with the annual equity refresh grants for our other executive officers. Mr. Baszucki participates in the same 2024 PSU program as our other executives, with PSUs earned for achievement of cumulative Bookings and adjusted EBITDA targets over a two-year performance period (ending December 31, 2025). Two-thirds of any earned PSUs vest upon certification of performance following the completion of the two-year performance period and the remaining 33% of any earned PSUs vest in equal quarterly installments over the next year. The payout of Mr. Baszucki’s PSUs is capped at 200% of target, consistent with the PSUs granted to our other executives. In determining the performance goals applicable to the PSUs, the LDCC selected cumulative Bookings and adjusted EBITDA targets, which are key drivers of our long-term strategic plan to grow the scale of our business and create near term margin expansion and directly tied to value creation. The performance goals were designed to be challenging, but achievable. Peer group data. In approving the 2024 CEO Compensation, the LDCC reviewed extensive compensation peer group data and benchmarking studies provided by FW Cook. The LDCC took into consideration the level of risk associated with the 2024 CEO Compensation given no cash salary or bonus will be paid and the emphasis on performance-based compensation rather than time-based equity awards. The LDCC also took into consideration Mr. Baszucki’s strong leadership and performance, and the desire to strengthen Mr. Baszucki’s commitment and focus on continued growth of the business. Following a holistic review of these factors, the LDCC approved a 2024 target award value of $25 million, which is sized as a competitive CEO annual grant, rather than the larger size and longer-term structure of the Founder and CEO Long-Term Performance Award. Timing of compensation decisions. Determining Mr. Baszucki’s compensation on an annual basis gives the LDCC flexibility to react to changes in our business or market conditions. By setting goals and grant amounts annually, the LDCC can more closely align compensation with performance and align Mr. Baszucki’s incentives with our other senior executives.

  75. Other NEO Compensation

    Other NEO Compensation Consistent with Mr. Baszucki’s 2024 equity compensation grant, on March 1, 2024, the LDCC also acted to approve the 2024 executive compensation program of our other continuing NEOs. No changes were made to the NEO’s base salary. The continuing NEOs each received an RSU grant and a PSU grant with the intended value as stated in the below table. Consistent with Mr. Baszucki’s grants, the time-based RSUs vest quarterly over three years subject to continued service and PSUs will be earned based on achievement of cumulative Bookings and adjusted EBITDA targets over a two-year performance period (ending December 31, 2025). Two-thirds of any earned PSUs vest upon certification of performance following the completion of the two-year performance period and the remaining 33% of any earned PSUs vest in equal quarterly installments over the next year. The payout of the PSUs is capped at 200% of target.

  76. Other NEO Compensation

    | Name | Intended Fiscal Year 2024 PSU Grant Value (at target) | Number of Shares of PSU Grant (at target) | Intended Fiscal Year 2024 RSU Grant Value | Number of Restricted Stock Units | Total Intended Grant Value | | Michael Guthrie | $3,687,250 | 87,812 | $6,847,750 | 163,080 | $10,535,000 | | Manuel Bronstein | $3,687,250 | 87,812 | $6,847,750 | 163,080 | $10,535,000 | | Mark Reinstra | $2,479,750 | 59,055 | $4,605,250 | 109,674 | $7,085,000 |

  77. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits Our NEOs are eligible to participate in the same benefits programs offered to all employees. In addition, NEOs as well as other senior executives entered into change in control and severance agreements with the Company. Because of the high visibility of our Company and specific threats to Mr. Baszucki’s safety arising from his position as our Company’s visionary, founder and CEO, the Company conducted an independent security assessment, which identified specific risks and threats. Based on the results of this assessment, the LDCC previously approved the implementation of a formal security program. We require these security measures for the Company’s benefit because of the importance of Mr. Baszucki to Roblox, and we believe that the scope and costs of these security programs are appropriate and necessary. The LDCC evaluates these security programs at least annually, including a review of security professional assessments of safety threats and recommendations for the security programs. Under Mr. Baszucki’s overall security program, we pay for costs related to personal security for Mr. Baszucki at his residences and during business travel, including the annual costs of security personnel for his protection and the procurement, installation and maintenance of certain security measures for his residences. In addition, Mr. Baszucki uses private aircraft for business travel in connection with his overall security program. On certain occasions, Mr. Baszucki may be accompanied by family members or guests when using private aircraft. Although we do not consider Mr. Baszucki’s overall security program to be a perquisite for his benefit for the reasons described above, as required under SEC rules, the costs related to personal security for Mr. Baszucki at his residences pursuant to his overall security program are reported as other compensation to Mr. Baszucki in the “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2023” below. The LDCC believes that these costs are appropriate and necessary in light of the threat landscape and the fact that Mr. Baszucki received no annual salary or bonus payments in 2023. The Company also engaged an outside service provider to review and monitor cybersecurity for our other NEOs.

  78. Deferred Compensation Plan

    Deferred Compensation Plan In March 2023, we adopted a non-qualified deferred compensation plan (“Deferred Compensation Plan”) for non-employee directors and, as determined by the LDCC in its discretion, members of a “select group of management or highly compensated employees”. Eligible non-employee director participants may elect annually to defer up to 100% of their cash director fees and their equity awards granted under the Company’s 2020 Plan. Initially, eligible employee participants could elect to defer up to 90% of their base salary and up to 100% of their cash bonus compensation, and up to 100% of any RSUs or PSUs granted under the Company’s 2020 Plan. The Deferred Compensation Plan was amended in September 2023 to reduce the maximum RSU or PSU deferral percentage for employees to 65%. For further information on the Deferred Compensation Plan, please see “Director Compensation - Deferred Compensation Plan” above.

  79. Change in Control Severance Agreements

    Change in Control Severance Agreements We have entered into a change in control severance agreement with each of our current NEOs, pursuant to which our NEOs are eligible to receive severance benefits, as specified in and subject to the terms of the change in control severance agreement. We believe that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled “Potential Payments upon Termination or Change in Control”. Mr. Donato resigned from the Company effective September 1, 2023. He did not receive any severance benefits in connection with his resignation. Ms. Messing resigned from the Company effective December 8, 2023 for “good reason” and triggered her severance, COBRA continuation and equity acceleration entitlements under her change in control and severance agreement as described below.

  80. Employment Agreements

    Employment Agreements In connection with and after the listing of our Class A common stock on the NYSE, we have entered into a confirmatory employment letter setting forth the terms and conditions of employment for each of our NEOs as described below.

  81. Compensation Risk Assessment

    Compensation Risk Assessment Our management regularly assesses and discusses with the LDCC our compensation programs, policies and practices for our employees as they relate to our risk management. In this regard, we undertake a risk review of our employee compensation programs, policies and practices (including our executive compensation program) each year to determine whether these programs, policies and practices contain features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten our value. Based upon this review, we believe that any risks arising from such programs, policies and practices are not reasonably likely to have a material adverse effect on us. Our employees’ base salaries are fixed in amount and thus we do not believe that they encourage excessive risk-taking. A significant proportion of the compensation provided to most of our employees involves long-term incentive compensation in the form of equity awards that we believe are important to help further align our employees’ interests with those of our stockholders. These equity awards directly tie their expectations of compensation to their contributions to the long-term value of our Company. We do not believe that these equity awards encourage unnecessary or excessive risk-taking given their multi-year vesting schedules or performance periods and since their ultimate value is tied to our stock price. Our executive officer stock ownership guidelines also help ensure that executive officers have significant value tied to long-term stock price performance. Additional controls such as the Code of Business Conduct and Ethics and related training help mitigate the risks of unethical behavior and inappropriate risk-taking.

  82. Tax and Accounting Matters

    Tax and Accounting Matters The LDCC takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and Chief Financial Officer and certain other current executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain exceptions. In approving the amount and form of compensation for our NEOs in the future, the LDCC generally considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. The LDCC may authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent. We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO.

  83. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table sets forth, for fiscal year 2023 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

  84. Summary Compensation Table for Fiscal Year 2023

    | | | | | Stock | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | | | Principal Position | Year | ($) | ($) | ($)(1) | ($) | Total ($) | | David Baszucki, | 2023 | —(2) | — | — | 2,136,740(3) | 2,136,740 | | Founder, President and | 2022 | —(2) | — | — | 1,141,723 | 1,141,723 | | Chief Executive Officer | 2021 | 136,364(2) | — | 232,185,000(4) | 465,027 | 232,786,391 | | Michael Guthrie, | 2023 | 698,750 | — | 10,257,502 | 6,500(5) | 10,962,752 | | Chief Financial Officer | 2022 | 625,000 | — | 7,764,813 | — | 8,389,813 | | | 2021 | 550,000 | — | 6,930,000 | 8,262 | 7,488,262 | | Manuel Bronstein, | 2023 | 698,750 | — | 10,257,502 | 17,750(6) | 10,974,002 | | Chief Product Officer | 2022 | 625,000 | — | 6,470,663 | 12,200 | 7,107,863 | | | 2021 | 418,229 | — | 60,146,000 | 17,150 | 60,581,379 | | Craig Donato (7), | 2023 | 463,125 | — | 7,514,634 | 21,500(8) | 7,999,259 | | Chief Business Officer | 2022 | 625,000 | — | 5,972,918 | 12,200 | 6,610,118 | | | 2021 | 550,000 | — | 1,925,000 | 17,849 | 2,492,849 | | Barbara Messing (9), | 2023 | 655,417 | | 7,514,634 | 787,517(10) | 8,957,568 | | Chief Marketing Officer | 2022 | 625,000 | — | 8,481,467 | 12,200 | 9,118,667 | | | 2021 | 550,000 | — | — | 17,550 | 567,550 | | Mark Reinstra, | 2023 | 698,750 | — | 7,101,323 | 21,500(8) | 7,821,573 | | General Counsel & Corporate Secretary | 2022 | 625,000 | — | 10,213,616 | 12,200 | 10,850,816 | | Daniel Sturman, | 2023 | 698,750 | — | 10,257,502 | 21,500(8) | 10,977,752 | | Chief Technology Officer | 2022 | 625,000 | — | 14,287,136 | 12,200 | 14,924,336 | | Officer | 2021 | 550,000 | — | — | 17,684 | 567,684 |

  85. Summary Compensation Table for Fiscal Year 2023

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs awarded to the NEOs in the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, as applicable, calculated in accordance with FASB ASC Topic 718. In the case of RSUs, the aggregate grant date fair value of the awards granted after our direct listing is determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date. Prior to the direct listing, the fair value of the shares of Class A common stock underlying the award was determined by our Board along with management by considering a number of objective and subjective factors including 409A reports by independent valuation advisors. In accordance with FASB ASC Topic 718, this amount does not take into account any estimated forfeitures related to service-vesting conditions. For the PSUs granted in 2022, the fair value of the PSUs was determined using a Monte Carlo simulation model assuming target performance. For each PSU granted in 2022, the Company estimated the expected term based on the time period from the valuation date to the end of the performance period, the risk free interest rate of 2.71% was based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury Notes, the expected volatility of 65% was based on the historical stock volatility of selected peers over a period equivalent to the expected term of the PSUs and the expected dividend rate for the Company’s stock was based on the then dividend rate of zero, consistent with the statement in our Annual Report on Form 10-K that we do not intend to pay cash dividends for the foreseeable future. For each PSU granted in 2023, in accordance with SEC rules, the aggregate grant date fair value of the awards is calculated based on the most probable outcome of the performance conditions as of the grant date, which was target performance. The grant date fair value is calculated by multiplying the target number of units granted by the NYSE closing price of our Class A common stock on the grant date. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2023 PSUs would have been as follows: Michael Guthrie, Manuel Bronstein and Daniel Sturman ($5,861,391), Craig Donato and Barbara Messing ($4,294,063), and Mark Reinstra ($4,057,886). The valuation assumptions used in determining the grant date fair value of the RSUs and PSUs are further described in the Note 1 and Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2024. The amounts reflect the accounting charge for the RSUs and PSUs and do not correspond to the actual economic value that may be received by the NEOs upon vesting or settlement of the RSUs and PSUs. For information on the valuation assumptions for the CEO Long-Term Performance Award, please see footnote 4 to the Summary Compensation Table for Fiscal Year 2023 below. |

  86. Summary Compensation Table for Fiscal Year 2023

    | (2) Mr. Baszucki’s annual salary was $800,000 until March 10, 2021, when it was reduced to $0. |

  87. Summary Compensation Table for Fiscal Year 2023

    | (3) The amount represents security expenses for Mr. Baszucki pursuant to his overall security program as further described under “Perquisites and Other Personal Benefits” of $2,044,827, commuting expenses of $85,346 and other sundries of $6,566. On occasion, guests of Mr. Baszucki accompanied him, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  88. Summary Compensation Table for Fiscal Year 2023

    | | 64 |

  89. Summary Compensation Table for Fiscal Year 2023

    | (4) The fair value of the CEO Long-Term Performance Award was determined using a Monte Carlo simulation model and assumes achievement of all performance targets. The fair value of the common stock underlying the award was determined by our Board along with management by considering a number of objective and subjective factors. The Company estimated the expected term based on the time period from the valuation date to the end of the performance period. The risk-free interest rate of 0.98% was based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes. The expected volatility of 50% was derived from the historical stock volatility of selected peers over a period equivalent to the expected term of the CEO Long-Term Performance Award and the expected dividend rate for the Company’s stock was based on the then dividend rate of zero, consistent with the statement in our Annual Report on Form 10-K that we do not intend to pay cash dividends for the foreseeable future. The valuation assumptions used in determining the grant date fair value of the CEO Long-Term Performance Award are further described in the Note 1 and Note 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2024. |

  90. Summary Compensation Table for Fiscal Year 2023

    | (5) The amounts reflects security expenses for the executive covered by the Company. |

  91. Summary Compensation Table for Fiscal Year 2023

    | (6) The amount includes $11,250 of matching 401(k) contributions by the Company on behalf of the executive and $6,500 of security expenses covered by the Company. |

  92. Summary Compensation Table for Fiscal Year 2023

    | (7) Mr. Donato resigned from the Company effective September 1, 2023. |

  93. Summary Compensation Table for Fiscal Year 2023

    | (8) The amount includes $15,000 of matching 401(k) contributions by the Company on behalf of the executive and $6,500 of security expenses covered by the Company. |

  94. Summary Compensation Table for Fiscal Year 2023

    | (9) Ms. Messing resigned from the Company effective December 8, 2023. |

  95. Summary Compensation Table for Fiscal Year 2023

    | (10) The amount reflects $715,000 of severance payments earned by Ms. Messing upon her resignation on December 8, 2023, to be paid out in fiscal year 2024, $51,017 of COBRA payments by the Company on behalf of Ms. Messing, $15,000 of matching 401(k) contributions by the Company on behalf of the executive and $6,500 of security expenses covered by the Company for the executive. |

  96. Summary Compensation Table for Fiscal Year 2023

    | 65 | 2024 PROXY STATEMENT |

  97. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows all plan-based awards granted to our NEOs during fiscal year 2023:

  98. Grants of Plan-Based Awards in 2023

    | | | Estimated Possible Payouts Under | | | All Other | Grant Date | | | | Equity Incentive Plan Awards(1) | | | Stock Awards: | Fair Value of | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Number of Units | Stock Awards ($)(2) | | Michael Guthrie | 4/13/2023 | | | | 160,324(3) | 7,326,807 | | | 4/13/2023 | 0 | 64,129 | 128,258(4) | | 2,930,695 | | Manuel Bronstein | 4/13/2023 | | | | 160,324(3) | 7,326,807 | | | 4/13/2023 | 0 | 64,129 | 128,258(4) | | 2,930,695 | | Craig Donato | 4/13/2023 | | | | 117,453(3) | 5,367,602 | | | 4/13/2023 | 0 | 46,981 | 93,962(4) | | 2,147,032 | | Barbara Messing | 4/13/2023 | | | | 117,453(3) | 5,367,602 | | | 4/13/2023 | 0 | 46,981 | 93,962(4) | | 2,147,032 | | Mark Reinstra | 4/13/2023 | | | | 110,993(3) | 5,072,380 | | | 4/13/2023 | 0 | 44,397 | 88,794(4) | | 2,028,943 | | Daniel Sturman | 4/13/2023 | | | | 160,324(3) | 7,326,807 | | | 4/13/2023 | 0 | 64,129 | 128,258(4) | | 2,930,695 |

  99. Grants of Plan-Based Awards in 2023

    | (1) Amounts in the “Estimated Possible Payouts Under Equity Incentive Plan Awards” relate to potential payouts under the PSU awards granted in fiscal year 2023. The number of shares in the “Threshold”, “Target” and “Maximum” columns represent the number of PSUs that would be eligible to vest upon achievement against predetermined threshold, target and maximum Bookings and adjusted EBITDA metrics. Linear interpolation determines the percentage of PSUs that would be eligible to vest upon achievement between the threshold and target and the target and maximum achievement points. Mr. Donato’s PSU award was forfeited in its entirety in connection with his resignation from the Company. Ms. Messing resigned from the Company for “good reason” and therefore her PSU award will remain outstanding through the end of the performance period and a prorated portion of the PSUs may vest based on actual performance. It is possible that the executive officers will realize zero compensation from these awards if the Bookings and adjusted EBITDA metrics are not met during the performance period. |

  100. Grants of Plan-Based Awards in 2023

    | (2) The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs granted to the NEO in the fiscal year ended December 31, 2023. The grant date fair value of the RSUs is determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date, in accordance with FASB ASC Topic 718. For each PSU granted in 2023, in accordance with SEC rules, the aggregate grant date fair value of the awards is calculated based on the most probable outcome of the performance conditions as of the grant date, which was target performance. The grant date fair value is calculated by multiplying the target number of units granted by the NYSE closing price of our Class A common stock on the grant date. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 21, 2024. The amounts reported in this column reflect the accounting cost for these PSUs and RSUs, as applicable, and do not correspond to the actual economic value that may be received by the NEOs upon the vesting or settlement of the PSUs or RSUs or sale of the shares of common stock underlying such PSUs or RSUs, as applicable. The valuation assumptions used in determining the grant date fair value of the RSUs (including the PSUs) are further described the footnotes to the “Summary Compensation Table for Fiscal Year 2023” above. |

  101. Grants of Plan-Based Awards in 2023

    | (3) The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2023 Year-End Table” below. |

  102. Grants of Plan-Based Awards in 2023

    | (4) The PSUs are subject to performance and time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2023 Year-End Table” below. |

  103. Grants of Plan-Based Awards in 2023

    | | 66 |

  104. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table sets forth information regarding outstanding equity incentive plan awards held by our NEOs as of December 31, 2023:

  105. Outstanding Equity Awards at 2023 Year-End

    | | | Options Awards | | | | Stock Awards | | | | | | | | | | | Number | Market | Number of | Market or | | | | | | | | of Shares | Value of | Unearned | Payout Value | | | | Number of | Number of | | | or Units | Shares or | Shares, | of Unearned | | | | Securities | Securities | | | of Stock | Units of | Units or | Shares, Units | | | | Underlying | Underlying | Option | | That | Stock That | Other | or Other | | | | Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | Rights That | Rights That | | | | Options (#) | Options (#) | Price | Expiration | Vested | Vested | Have Not | Have Not | | Name | Grant Date | Exercisable(1) | Unexercisable(1) | ($)(2) | Date | (#)(1) | ($)(3) | Vested (#)(1) | Vested ($)(3) | | David Baszucki | 3/21/2016(4) | 1,134,730 | — | 0.0759 | 3/21/2026 | — | — | — | — | | | 10/20/2017(5) | 1,641,476 | — | 0.53 | 10/19/2027 | — | — | — | — | | | 1/23/2019(5) | 2,500,000 | — | 3.345 | 1/22/2029 | — | — | — | — | | | 1/24/2020(6) | 2,447,916 | 52,084 | 3.405 | 1/23/2030 | — | — | — | — | | | 2/21/2021(7) | — | — | — | — | — | — | 11,500,000 | 525,780,000 | | Michael Guthrie | 2/5/2018(5) | 1,672,390 | — | 0.53 | 2/4/2028 | — | — | — | — | | | 1/19/2020(8) | 287,500 | 12,500 | 3.405 | 1/18/2030 | — | — | — | — | | | 3/16/2021(9) | — | — | — | — | 30,000 | 1,371,600 | — | — | | | 4/8/2022(10) | — | — | — | — | 81,070 | 3,706,520 | — | — | | | 4/8/2022(11) | — | — | — | — | — | — | 36,009 | 1,646,331 | | | 4/13/2023(10) | — | — | — | — | 120,243 | 5,497,510 | — | — | | | 4/13/2023(12) | — | — | — | — | — | — | 128,258 | 5,863,956 | | Manuel Bronstein | 4/8/2021(13) | — | — | — | — | 301,042 | 13,763,640 | — | — | | | 4/8/2022(11) | — | — | — | — | — | — | 30,008 | 1,371,966 | | | 4/8/2022(10) | — | — | — | — | 67,558 | 3,088,752 | — | — | | | 4/13/2023(10) | — | — | — | — | 120,243 | 5,497,510 | — | — | | | 4/13/2023(12) | — | — | — | — | — | — | 128,258 | 5,863,956 | | Craig Donato (14) | 11/15/2018(5) | 191,668 | — | 3.345 | 11/14/2028 | — | — | — | — | | | 12/21/2019(5) | 187,501 | — | 3.405 | 12/20/2029 | — | — | — | — | | Barbara Messing | 8/31/2020(5) | 381,484 | — | 5.21 | 8/31/1930 | — | — | — | — | | | 4/8/2022(11)(15) | — | — | — | — | — | — | 23,083 | 1,055,355 | | | 4/13/2023(12) (15) | — | — | — | — | — | — | 18,270 | 835,304 | | Mark Reinstra | 12/9/2019(5) | 428,528 | — | 3.405 | 12/8/2029 | — | — | — | — | | | 4/8/2022(10) | — | — | — | — | 56,125 | 2,566,035 | — | — | | | 4/8/2022(11) | — | — | — | — | — | — | 24,930 | 1,139,800 | | | 4/8/2022(16) | — | — | — | — | 35,078 | 1,603,766 | — | — | | | 4/13/2023(10) | — | — | — | | 83,245 | 3,805,961 | — | — | | | 4/13/2023(12) | — | — | — | | — | — | 88,794 | 4,059,662 | | Daniel Sturman | 1/19/2020(17) | 749,598 | 33,333 | 3.405 | 1/18/2030 | — | — | — | — | | | 4/8/2022(10) | — | — | — | — | 81,070 | 3,706,520 | — | — | | | 4/8/2022(11) | — | — | — | — | — | — | 36,009 | 1,646,331 | | | 4/8/2022(16) | — | — | — | — | 47,291 | 2,162,145 | — | — | | | 4/13/2023(10) | — | — | — | — | 120,243 | 5,497,510 | — | — | | | 4/13/2023(12) | — | — | — | — | | — | 128,258 | 5,863,956 |

  106. Outstanding Equity Awards at 2023 Year-End

    | (1) Amount reflects all previous forward stock splits effected prior to our direct listing. |

  107. Outstanding Equity Awards at 2023 Year-End

    | (2) This column represents the fair market value of a share of our Class A common stock on the date of the grant, as determined by the administrator of the 2004 Plan or the 2017 Plan, as applicable. |

  108. Outstanding Equity Awards at 2023 Year-End

    | (3) This column represents the fair market value of the shares underlying the RSUs or PSUs as of December 31, 2023, based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $45.72 on December 29, 2023. |

  109. Outstanding Equity Awards at 2023 Year-End

    | (4) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2004 Plan and a stock option agreement thereunder. The shares of our Class A common stock underlying the option are fully vested. |

  110. Outstanding Equity Awards at 2023 Year-End

    | (5) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2017 Plan and a stock option agreement thereunder. The shares of our Class A common stock underlying the option are fully vested. |

  111. Outstanding Equity Awards at 2023 Year-End

    | (6) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2017 Plan and a stock option agreement thereunder. The shares subject to the stock option vest in 48 monthly installments beginning on January 1, 2020, subject to continued service to the Company as of each vesting date. |

  112. Outstanding Equity Awards at 2023 Year-End

    | (7) This award is subject to both a service condition and a performance condition. Values included in the Number of Unearned Shares that Have Not Vested and Market or Payout Value of Unearned Shares Not Vested columns include the maximum values for number of shares and market value (i.e. calculated assuming that all Company stock price hurdles have been met). For additional information, including vesting, relating to this award, please see the section titled “Executive Compensation-Founder and CEO Long-Term Performance Award” above. |

  113. Outstanding Equity Awards at 2023 Year-End

    | (8) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2017 Plan and a stock option agreement thereunder. 1/48th of the shares vest in equal monthly installments beginning on March 5, 2020, subject to continued service to us as of each vesting date. |

  114. Outstanding Equity Awards at 2023 Year-End

    | 67 | 2024 PROXY STATEMENT |

  115. Outstanding Equity Awards at 2023 Year-End

    | (9) The RSUs vest as follows: (i) 28,125 RSUs vest in 5 equal quarterly installments through February 20, 2025 and (iii) 1,875 RSUs vest on May 20, 2025, subject to continued service to the Company as of each vesting date. |

  116. Outstanding Equity Awards at 2023 Year-End

    | (10) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through February 20, 2026, subject to the participant’s continued service through each vesting date. |

  117. Outstanding Equity Awards at 2023 Year-End

    | (11) Represents shares of our Class A common stock subject to awards of PSUs granted under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs that would be eligible to vest upon achievement of the $115 Stock Price Hurdle (representing achievement of 100% of the target PSUs). Between 0% and 200% of the target PSUs are eligible to vest, based on the Company’s stock price performance on the applicable measurement date, subject to the grantee’s continued service on the applicable Two-Year Measurement Date or Quarterly Measurement Date. |

  118. Outstanding Equity Awards at 2023 Year-End

    | (12) Represents shares of our Class A common stock subject to awards of PSUs granted under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs that would be eligible to vest upon achievement of maximum performance against predetermined Bookings and adjusted EBITDA metrics (representing achievement of 200% of the target PSUs). Between 0% and 200% of the target PSUs are eligible to vest, based on the Company’s Bookings and adjusted EBITDA performance during the performance period subject to the grantee’s continued service. |

  119. Outstanding Equity Awards at 2023 Year-End

    | (13) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through May 20, 2025, subject to the participant’s continued service through each vesting date. |

  120. Outstanding Equity Awards at 2023 Year-End

    | (14) Mr. Donato resigned from the Company effective September 1, 2023. His unvested PSUs and RSUs were forfeited in connection with his resignation. |

  121. Outstanding Equity Awards at 2023 Year-End

    | (15) Ms. Messing resigned from the Company effective December 8, 2023, for “good reason”. Pursuant to the terms of the PSU agreements, her PSU awards will remain outstanding through the end of the performance period and a prorated portion of the PSUs may vest based on actual performance. Outstanding shares represent the prorated portion of the PSU awards that could potentially vest based on performance. |

  122. Outstanding Equity Awards at 2023 Year-End

    | (16) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through February 20, 2025, subject to the participant's continued service through each vesting date. |

  123. Outstanding Equity Awards at 2023 Year-End

    | (17) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2017 Plan and a stock option agreement thereunder. The shares subject to the stock option vest in 48 monthly installments beginning on February 17, 2020, subject to continued service to us as of each vesting date. |

  124. Outstanding Equity Awards at 2023 Year-End

    | | 68 |

  125. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information regarding options exercised and stock awards vested and value realized upon vesting, by our NEOs during fiscal year 2023:

  126. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise (#) | on Exercise ($)(1) | Vesting (#) | on Vesting ($)(2) | | David Baszucki | 3,050,000 | 113,512,347 | — | — | | Michael Guthrie | | — | 98,612 | 3,548,089 | | Manuel Bronstein | | — | 282,607 | 10,275,863 | | Craig Donato | | — | 62,925 | 2,227,238 | | Barbara Messing | 19,193 | 731,253 | 153,047 | 5,901,167 | | Mark Reinstra | 75,868 | 2,903,178 | 80,756 | 2,912,938 | | Daniel Sturman | 29,368 | 943,447 | 113,944(3) | 4,108,704 |

  127. Option Exercises and Stock Vested in 2023

    | (1) The aggregate value realized upon the exercise of an option represents the difference between the aggregate market price of the shares of our Class A common stock on the date of exercise and the aggregate exercise price of the option. |

  128. Option Exercises and Stock Vested in 2023

    | (2) The aggregate value realized upon the vesting and settlement of an RSU represents the aggregate market price of the shares of our Class A common stock on the date of settlement. |

  129. Option Exercises and Stock Vested in 2023

    | (3) Includes 35,271 shares (valued at $1,238,953 on vesting) issuable pursuant to RSUs that vested during fiscal year 2023 but for which settlement has been deferred under the Company’s Deferred Compensation Plan. |

  130. Option Exercises and Stock Vested in 2023

    | 69 | 2024 PROXY STATEMENT |

  131. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information about the deferred compensation accounts of the Named Executive Officers as of December 31, 2023. For further information on the Deferred Compensation Plan, please see “Director Compensation - Deferred Compensation Plan” above.

  132. Nonqualified Deferred Compensation

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance | | Name | in Last FY | in Last FY | in Last FY | Distributions | at Last FYE | | Mark Reinstra | $455,813(1) | — | $29,637 | — | $485,450 | | Daniel Sturman | $1,238,953(2) | — | $373,637(3) | | $1,612,590 |

  133. Nonqualified Deferred Compensation

    | (1) Represents base salary that was deferred under the Company’s Deferred Compensation Plan. |

  134. Nonqualified Deferred Compensation

    | (2) Represents the value of the RSUs that vested and were earned and deferred by Mr. Sturman in fiscal year 2023. The value of each vested deferred RSU is based on the closing price of the Company’s common stock on the applicable vesting date. |

  135. Nonqualified Deferred Compensation

    | (3) Represents the net increase in the value of the shares underlying Mr. Sturman’s vested deferred RSUs from the vesting date to December 31, 2023 based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $45.72 on December 29, 2023. |

  136. Nonqualified Deferred Compensation

    | | 70 |

  137. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our NEOs are eligible for certain payments and benefits in the event of their termination of employment under specified circumstances. These payments and benefits are described in further detail below. The following table and the narrative that follows provide information concerning the estimated payments and benefits that could be provided in the termination circumstances described below, assuming that the relevant termination took place on December 31, 2023.

  138. Potential Payments upon Termination or Change in Control

    | | | Qualifying Termination without | | | | | | | Change in Control | | | | | | | | Value of | | | | | | Cash | Accelerated | | | | | Base | Bonus | Equity | Value of | | | Name | Salary ($) | ($) | Awards ($)(1) | Benefits ($) | Total ($) | | David Baszucki | 1,200,000(2) | — | 2,203,934(3) | 50,064 | 3,453,998 | | Michael Guthrie | 715,000 | — | 5,741,932(4) | 33,376 | 6,490,308 | | Manuel Bronstein | 715,000 | | 13,625,246(4) | 33,376 | 14,373,622 | | Mark Reinstra | 715,000 | — | 4,179,814(4) | 0 | 4,894,814 | | Daniel Sturman | 715,000 | — | 7,324,551(4) | 25,968 | 8,065,519 |

  139. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an option represents the difference between the closing price of our Class A common stock, as reported on the NYSE, of $45.72 on December 29, 2023 and the exercise price of the option, multiplied by the number of accelerating shares. The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $45.72 on December 29, 2023, multiplied by the number of accelerating RSUs. |

  140. Potential Payments upon Termination or Change in Control

    | (2) Based on Mr. Baszucki’s salary as in effect prior to March 2021 when his salary was reduced to $0. |

  141. Potential Payments upon Termination or Change in Control

    | (3) The amount of shares subject to the Founder and CEO Long-Term Performance Award is not included because the Company Stock Price Hurdles were not achieved as of December 31, 2023. |

  142. Potential Payments upon Termination or Change in Control

    | (4) The 2022 PSUs are not included because the performance thresholds were not achieved as of December 31, 2023. However the PSUs will remain outstanding through the performance period end date and the number of PSUs that become Eligible Units will be measured as if the NEO’s employment had not terminated. A portion of the 2023 PSUs are included based on performance as of December 31, 2023. The remainder of the 2023 PSUs will remain outstanding through the performance period end date and the number of PSUs that become Eligible Units will be measured as if the NEO’s employment had not terminated. |

  143. Potential Payments upon Termination or Change in Control

    | | | Qualifying Termination with | | | | | | | Change in Control | | | | | | | | Value of | | | | | | Cash | Accelerated | | | | | Base | Bonus | Equity | Value of | | | Name | Salary ($) | ($) | Awards ($)(1) | Benefits ($) | Total ($) | | David Baszucki | 1,600,000(2) | — | 2,203,934(3) | 50,064 | 3,453,998 | | Michael Guthrie | 1,072,500 | — | 11,198,203(4) | 33,376 | 12,304,079 | | Manuel Bronstein | 1,072,500 | — | 22,443,537(4) | 33,376 | 23,549,413 | | Mark Reinstra | 1,072,500 | — | 8,040,594(4) | 0 | 9,113,094 | | Daniel Sturman | 1,072,500 | — | 12,870,296(4) | 25,968 | 13,968,764 |

  144. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an option represents the difference between the closing price of our Class A common stock, as reported on the NYSE, of $45.72 on December 29, 2023 and the exercise price of the option, multiplied by the number of accelerating shares. The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $45.72 on December 29, 2023, multiplied by the number of accelerating RSUs. |

  145. Potential Payments upon Termination or Change in Control

    | (2) Based on Mr. Baszucki’s salary as in effect prior to March 2021 when his salary was reduced to $0. |

  146. Potential Payments upon Termination or Change in Control

    | (3) The amount of shares subject to the Founder and CEO Long-Term Performance Award is not included because the Company Stock Price Hurdles were not achieved as of December 31, 2023. |

  147. Potential Payments upon Termination or Change in Control

    | (4) The 2022 PSUs are not included because the performance thresholds were not achieved as of December 31, 2023. A portion of the 2023 PSUs are included based on performance as of December 31, 2023. |

  148. Potential Payments upon Termination or Change in Control

    | 71 | 2024 PROXY STATEMENT |

  149. Potential Payments upon Termination or Change in Control

    | | Death | | | Value of | | | Accelerated | | | Equity | | Name | Awards ($)(1) | | David Baszucki | 2,203,934(2) | | Michael Guthrie | 15,682,877(3) | | Manuel Bronstein | 26,653,800(3) | | Mark Reinstra | 11,145,393(3) | | Daniel Sturman | 17,354,970(3) |

  150. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an option represents the difference between the closing price of our Class A common stock, as reported on the NYSE, of $45.72 on December 31, 2023 and the exercise price of the option, multiplied by the number of accelerating shares. The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $45.72 on December 29, 2023, multiplied by the number of accelerating RSUs. |

  151. Potential Payments upon Termination or Change in Control

    | (2) The amount of shares subject to the Founder and CEO Long-Term Performance Award is not included because the Company Stock Price Hurdles were not achieved as of December 31, 2023. |

  152. Potential Payments upon Termination or Change in Control

    | (3) The 2022 and 2023 PSUs are included assuming target performance as of December 31, 2023. |

  153. Change in Control and Severance Agreements

    | ◼ | accelerated vesting and exercisability (as applicable) of outstanding equity awards for 12 months if the NEO has been continuously employed by us for 12 or more months, or accelerated vesting and exercisability (as applicable) of the outstanding equity awards for |

  154. Change in Control and Severance Agreements

    | ◼ | 100% accelerated vesting and exercisability (as applicable) of all outstanding equity awards and, in the case of an equity award with performance-based vesting unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels. Such acceleration will not apply to the PSUs. |

  155. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee (excluding our CEO) for our last completed fiscal year, which ended December 31, 2023: As set forth in the Summary Compensation Table for Fiscal Year 2022, our CEO’s annual total compensation for fiscal year 2023 was $2,136,740. Our median employee’s annual total compensation was $325,675, resulting in a CEO pay ratio of 6.56:1. In calculating the CEO pay ratio, the SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their CEO pay ratios. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described herein. We identified our employee population as of December 31, 2023, which is a date within the last three months of our last completed fiscal year, including our consolidated subsidiaries. In 2022, we identified our employee population as of October 15, 2022, but changed the identification date to December 31, 2023, to align with the end of the calendar year. After we identified our employee population, we collected and calculated salary information for the employee population for the twelve months trailing December 31, 2023 as our “consistently applied compensation measure”. We annualized the salaries of the employees that were not employed by the Company for the full twelve months. Finally, we identified the median compensated employee and calculated her or his total compensation consistent with the compensation for our CEO in accordance with SEC rules and as reflected in the Summary Compensation Table for Fiscal Year 2023. We did not exclude any non-U.S. employees in calculating our pay ratio or any employees that became our employees as a result of a business combination or acquisition in 2023. Compensation paid in foreign currency was converted to U.S. dollars using average foreign exchange rates for the three months ending December 31, 2023. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the U.S.

  156. CEO Pay Ratio

    | | 74 |

  157. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s Pay Versus Performance (“PVP”) disclosure requirements, below is the tabular disclosure for the CEO, and the average NEO for reporting years 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act.

  158. Pay Versus Performance

    Pay Versus Performance

  159. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | Average | | Investment Based on: | | | Company | | | Summary | | Summary | Average | Total | Peer Group | | Selected | | | Compensation | Compensation | Compensation | Compensation | Shareholder | Total | | Measure | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Return | Shareholder | Net Income | Bookings | | Year(1) | for PEO | to PEO (2) | Non-PEO NEOs | Non-PEO NEOs (2) | (“TSR”) | Return (3) | ($Millions) (4) | ($Millions) (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $2,136,740 | $123,047,077 | $9,615,484 | $12,090,218 | $66 | $153 | ($1,159) | $3,521 | | 2022 | $1,141,723 | ($574,303,416) | $10,820,908 | ($24,933,746) | $41 | $97 | ($934) | $2,872 | | 2021 | $232,786,391 | $744,614,451 | $17,782,544 | $62,958,728 | $148 | $135 | ($503) | $2,726 |

  160. Pay Versus Performance

    | (1) The PVP table reflects required disclosures for fiscal years 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act. The Principal Executive Officer (“PEO”) in all reporting years is David Baszucki. The non-PEO NEOs in the 2023 reporting year are Michael Guthrie, Manuel Bronstein, Craig Donato, Barbara Messing, Mark Reinstra and Daniel Sturman. The non-PEO NEOs in the 2022 reporting year are Michael Guthrie, Daniel Sturman, Barbara Messing and Mark Reinstra. The non-PEO NEOs in the 2021 reporting year are Michael Guthrie, Daniel Sturman, Manuel Bronstein, and Craig Donato. |

  161. Pay Versus Performance

    | (2) “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |

  162. Pay Versus Performance

    | | PEO(i)(ii)(iii) | | | | Fiscal Year | 2021 | 2022 | 2023 | | SCT Total Compensation | $232,786,391 | $1,141,723 | $2,136,740 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | $0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($232,185,000) | $0 | $0 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $562,902,500 | $0 | $0 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $124,170,175 | ($505,206,983) | $115,919,544 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $56,940,386 | ($70,238,155) | $4,990,793 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | | Compensation Actually Paid | $744,614,451 | ($574,303,416) | $123,047,077 |

  163. Pay Versus Performance

    | 75 | 2024 PROXY STATEMENT |

  164. Pay Versus Performance

    | | Average Non-NEO PEO(i)(ii)(iii) | | | | Fiscal Year | 2021 | 2022 | 2023 | | SCT Total Compensation | $17,782,544 | $10,820,908 | $9,615,484 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | $0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($17,250,250) | ($10,186,779) | ($8,817,183) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $21,196,156 | $4,768,744 | $6,178,511 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $22,690,135 | ($18,691,504) | $2,310,013 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,744,929 | $1,994,756 | $1,414,874 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,795,214 | ($13,639,893) | $2,299,886 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | ($911,367) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | | Compensation Actually Paid | $62,958,728 | ($24,933,746) | $12,090,218 |

  165. Pay Versus Performance

    | i. | The fair value of the CEO Long-Term Performance Award and performance stock units granted in 2022 used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718. The fair value of performance stock units granted in 2023 and restricted stock units used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC 718. |

  166. Pay Versus Performance

    | ii. | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718. |

  167. Pay Versus Performance

    | iii. | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |

  168. Pay Versus Performance

    | (3) The peer group index is comprised of the S&P 500 Information Technology Index, which is the industry line peer group reported in our Annual Report on Form 10 - K filed with the SEC on February 28, 2023. |

  169. Pay Versus Performance

    | (4) Represents the Company's consolidated net loss, which includes the loss attributable to its noncontrolling interest. |

  170. Pay Versus Performance

    | (5) The Company selected financial measure, as required by Item 402(v) of Regulation S-K, is Bookings, which, in our assessment, represents the most important financial measure linking 2023 NEO Compensation Actually Paid to Company performance. |