DEF 14A of TheRealReal, Inc., Apr 26, 2024

DEF 14A of TheRealReal, Inc.

Filed Apr 26, 2024 · FY20230001573221-24-000056

Open on EDGAR

  1. TABLE OF CONTENTS

    | 2023 Grants of Plan-Based Awards | 45 | | 2023 Outstanding Equity Awards at Fiscal Year End Table | 46 | | 2023 Option Exercises and Stock Vested Table | 47 | | Potential Payments Upon Termination or Change in Control | 48 | | CEO Pay Ratio | 50 | | PAY VERSUS PERFORMANCE | 50 | | DIRECTOR COMPENSATION | 54 | | Director Compensation Highlights | 54 | | Director Compensation Program | 54 | | 2023 Director Compensation Table | 55 | | No Hedging or Pledging | 56 | | 2024 Director Compensation | 56 | | EQUITY COMPENSATION PLAN INFORMATION | 57 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 58 | | Investors' Rights Agreement | 58 | | Indemnification of Directors and Executive Officers | 58 | | Policies and Procedures for Related Party Transactions | 58 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 59 | | PROPOSAL FOUR | 62 | | PROPOSAL FIVE | 64 | | QUESTIONS AND ANSWERS | 66 | | How do I attend the Annual Meeting? | 66 | | What proposals will be voted on at the Annual Meeting? | 66 | | How does the Board recommend that stockholders vote on the proposals? | 66 | | What happens if other business not discussed in this proxy statement comes before the Annual Meeting? | 66 | | Why am I receiving these materials? | 67 | | Who is entitled to vote? | 67 | | How can I vote my shares? | 67 | | What if I am not the stockholder of record? | 67 | | Can I change my vote or revoke my proxy? | 68 | | What is a broker non-vote? | 68 | | What constitutes a quorum? | 68 | | What vote is required to approve each matter to be considered at the Annual Meeting? | 68 | | What is the deadline for submitting a proxy? | 69 | | What does it mean if I receive more than one Internet Notice or proxy card? | 69 | | How will my shares be voted if I return a blank proxy card or a blank voting instruction card? | 69 | | Who is making this solicitation and who will pay the expenses? | 70 | | Will a stockholder list be available for inspection? | 70 | | What is “householding” and how does it affect me? | 70 | | How can I find out the results of the voting at the Annual Meeting? | 71 | | When are stockholder proposals due for next year’s annual meeting of the stockholders? | 71 | | Whom can I contact for further information? | 71 | | WHERE YOU CAN FIND MORE INFORMATION | 72 | | FORM 10-K | 72 | | OTHER MATTERS | 73 | | ANNEX I | 74 | | ANNEX II | 75 |

  2. ELECTION OF THE CLASS II DIRECTORS NAMED IN THIS PROXY STATEMENT

    ELECTION OF THE CLASS II DIRECTORS NAMED IN THIS PROXY STATEMENT

  3. General

    General Our Board currently consists of eight directors, who are divided into three classes with staggered, three-year terms. At the Annual Meeting, our stockholders will vote to elect the two nominees named in this proxy statement as Class II directors, whose terms will expire at the annual meeting of stockholders to be held in 2027. Each of our directors, including the director nominees, serves as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Our Board nominates Rob Krolik and Niki Leondakis for election to our Board as Class II directors at the Annual Meeting. The candidacies of Mr. Krolik and Ms. Leondakis were each considered by our Corporate Governance and Nominating Committee in accordance with our established process for evaluating candidates to serve on our Board. Our Corporate Governance and Nominating Committee recommended the appointment of Mr. Krolik and Ms. Leondakis to our Board after considering each of their backgrounds, qualifications and professional experience. Each of Mr. Krolik and Ms. Leondakis currently serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2027 annual meeting of stockholders and until her successor has been duly elected and qualified or until her earlier resignation or removal. There are no family relationships between or among any of our executive officers, nominees or continuing directors.

  4. Directors

    Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:

  5. Directors

    | Class II Directors – Continuing Directors, Term Expiring at the 2024 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Rob Krolik | 55 | January 2019 | Audit Committee* | | Niki Leondakis | 63 | April 2019 | Corporate Governance and Nominating Committee Compensation, Diversity and Inclusion Committee |

  6. Directors

    | Class III Directors – Continuing Directors, Term Expiring at the 2025 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Chip Baird | 52 | June 2018 | Corporate Governance and Nominating Committee* Compensation, Diversity and Inclusion Committee | | John Koryl | 53 | February 2023 | — | | James Miller | 60 | May 2019 | Audit Committee |

  7. Directors

    | Class I Directors – Continuing Directors, Term Expiring at the 2026 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Caretha Coleman | 74 | August 2020 | Compensation, Diversity and Inclusion Committee* | | Karen Katz** | 67 | February 2021 | Audit Committee | | Carol Melton | 69 | August 2020 | Corporate Governance and Nominating Committee |

  8. Directors

    * Committee Chair ** Board Chairperson Additional biographical descriptions of the director nominees and continuing directors are set forth below. These descriptions include the experience, qualifications, qualities and skills that led to our Board’s conclusion that each director should serve as a member of our Board.

  9. Director Nominees – Class II Directors

    Director Nominees – Class II Directors Robert Krolik has served on our Board since January 2019. Mr. Krolik currently serves as the General Partner and Chief Financial Officer of Burst Capital, a venture capital investment firm, a position he has held since October 2018. Previously, Mr. Krolik served as the Chief Financial Officer of Yelp, an online platform company that connects people with local businesses, from July 2011 to May 2016. Mr. Krolik advises a number of private companies. Mr. Krolik holds a B.B.A. in Finance from the University of Texas at Austin, is an Aspen Institute Finance Fellow and is a certified public accountant (inactive). Mr. Krolik was selected to serve on our Board because of his experience with rapidly growing technology companies and as the chief financial officer of publicly-traded companies. Niki Leondakis has served on our Board since April 2019. Ms. Leondakis currently serves as the Chief Executive Officer of CorePower Yoga, the largest yoga studio chain in the United States, a position she has held since January 2020. Previously, Ms. Leondakis served as President of The Wolff Company, a multifamily housing-focused real estate private equity firm, from February 2019 to January 2020. Prior to that, Ms. Leondakis served as Chief Executive Officer of Equinox Fitness Clubs at Equinox Holdings, a luxury fitness company, from March 2017 to July 2018. Ms. Leondakis served as Chief Executive Officer of Commune Hotels and Resorts/Two Roads Hospitality, a lifestyle hotel hospitality company, from November 2012 to March 2017, and as President and Chief Operating Officer of Kimpton Hotels and Restaurants from September 1993 to November 2012. Ms. Leondakis studied Hotel and Restaurant Management at the University of Massachusetts, Amherst. Ms. Leondakis was selected to serve on our Board because of her executive skills and understanding of quality customer experience.

  10. Continuing Directors – Class I Directors

    Continuing Directors – Class I Directors Caretha Coleman has served on our Board since August 2020. Ms. Coleman has extensive experience in the technology industry working with start-ups and early-stage ventures in the areas of organizational strategy development, executive coaching and effectiveness. Ms. Coleman previously served as Chief Administration Officer for Interval Research, a Silicon Valley research lab and incubator, from February 1992 to September 1994, with responsibilities for finance, human resources, and facilities. Prior to that, Ms. Coleman served as Chief Human Resources Officer for Software Publishing Corporation from November 1982 to October 1991, where her leadership was instrumental in pioneering one of the first successful desktop application software businesses for the personal computer. Ms. Coleman serves as an advisor to Illuminate, an early-stage venture capital firm focused on enterprise, cloud and mobile computing and has served as a member of the board of directors of Mahmee, a pregnancy and post-partum care provider, since March 2023. Ms. Coleman previously served as an advisor to Launch with GS, which is led by Goldman Sachs and aims to increase capital and facilitate connections for women, Black, Latinx and other diverse entrepreneurs and investors. Ms. Coleman was also a founding member of The Angels’ Forum, which provided guidance and coaching to entrepreneurs. Ms. Coleman serves on the boards of and advises a number of private companies that have a focus on serving underrepresented populations. Previously, Ms. Coleman served on the board of Dignity Health, a not-for-profit health system, from 2005 to 2021, and served as Chair of the Dignity Health board from 2012 to 2015. Ms. Coleman holds a degree in business from Mount Wachusett Community College. Ms. Coleman was selected to serve on our Board because of her deep experience in the technology industry, working with early-stage ventures to public companies. Carol Melton has served on our Board since August 2020. Ms. Melton is currently Chief Executive Officer of the venture firm Adeft Capital, which she founded in 2018. From 2005 to June 2018, Ms. Melton served as a senior executive officer at Time Warner Inc., where as Executive Vice President for Global Public Policy she managed interactions with governments worldwide and the policy portfolio for all of the company’s domestic and international operations. Prior to that, Ms. Melton served in a similar capacity for eight years at Viacom, helping to lead its original acquisition of CBS Corp in 1999 and managing global government relations for the combined companies. Ms. Melton serves on the board of JBG Smith (NYSE: JBGS) and is Vice Chair and a board member of the Economic Club of Washington, D.C. She is a member of the Council on Foreign Relations. Ms. Melton holds a B.A. from Wake Forest University, a Master’s in Journalism and Communication from the University of Florida and a J.D. from the American University Washington College of Law. Ms. Melton was selected to serve on our Board because of her extensive experience in global public policy. Karen Katz has served on our Board since February 2021 and has served as the Chairperson of our Board since February 2024. Ms. Katz served as the Interim Chief Executive Officer of Intermix from June 2022 to November 2022 and as a member of the board of directors of Intermix from April 2022 to November 2022. Prior to that, Ms. Katz served as the Chief Executive Officer of Neiman Marcus Group from October 2010 to February 2018 and on the board of Neiman Marcus Group from February 2018 to January 2020. Ms. Katz currently serves on the board of directors of Under Armour, Inc. (NYSE: UAA, UA) and Humana Inc. (NYSE: HUM), in addition to other private company boards. Ms. Katz holds a B.A. in Political Science and Government from the University of Texas at Austin and an M.B.A. from the University of Houston. Ms. Katz was selected to serve on our Board because of her deep experience in luxury and retail.

  11. Continuing Directors – Class III Directors

    Continuing Directors – Class III Directors Gilbert L. (Chip) Baird III has served on our Board since June 2018. Mr. Baird is a co-founder and managing partner of GreyLion Partners, LP, a middle market private equity firm, which he co-founded in 2020. Prior to GreyLion, Mr. Baird co-founded the middle market private equity group of Perella Weinberg Partners Capital Management in 2012. Mr. Baird has had extensive experience serving as a director of numerous private and public company boards through his investment career. Mr. Baird holds a B.S. in Finance and International Business from the Pennsylvania State University and an M.B.A. from Harvard Business School. Mr. Baird was selected to serve on our Board because of his experience in finance and capital structure. James R. Miller has served on our Board since May 2019. Mr. Miller served as the Chief Technology Officer of Wayfair, an e-commerce home goods company, from April 2020 to July 2022 and as the Interim Chief Technology Officer of Wayfair from August 2019 to April 2020. Prior to Wayfair, Mr. Miller served as Strategic Advisor of AREVO, a computer software and 3D printing company, from January 2019 to June 2019, and as the Chief Executive Officer of AREVO, from February 2018 to December 2018. Mr. Miller also served as Vice President, Global/Worldwide Operations of Google, an internet service and products company, from July 2010 to February 2018. Mr. Miller currently serves on the boards of LivePerson (NASDAQ: LPSN), Brambles, LTD and on the boards of a number of private companies. Mr. Miller has served as an Executive Partner of Ethos Capital since March 2023 and as a Senior Advisor to BCG since January 2023. He has also previously served on the board of directors of Wayfair Inc. (NYSE: W) from July 2016 to April 2020 and the Corporate Eco Forum, a corporate sustainability organization, from July 2008 to June 2018. Mr. Miller holds a B.S. in aerospace engineering from Purdue University, an M.S. in mechanical engineering from Massachusetts Institute of Technology and an M.B.A. from MIT’s Sloan School of Management. Mr. Miller was selected to serve on our Board because of his extensive experience in scaling operations in rapidly-growing internet companies. John Koryl has served as our Chief Executive Officer and as a member of our Board since February 2023. Previously, Mr. Koryl served as Advisor, Digital and Personalization Leadership, of Canadian Tire Corporation, Limited (“CTC”), from August 2022 to February 2023, as President, CTC Digital, at CTC from August 2019 to August 2022, and as Senior Vice President, Digital, at CTC from December 2017 to August 2019. Prior to joining CTC, Mr. Koryl was employed by Neiman Marcus Corporation from 2011 to 2017, where he served as President, Neiman Marcus Stores and Online (2014 to 2017), and President, Neiman Marcus Direct (2011 to 2014). Before Neiman Marcus, Mr. Koryl held numerous management roles with Williams-Sonoma, Inc., eBay, Inc., UmbrellaBank, fsb, Creditland.com, and Andersen Consulting. Mr. Koryl previously served as an independent director of the Guitar Center (2014 to 2017) and Petco (2013), and he currently serves as an independent director of AI Tayer Group, Insignia. Mr. Koryl completed the Stanford Executive Education Program from the Stanford University Graduate School of Business and holds a Bachelor of Arts degree in Psychology and Computer Applications from the University of Notre Dame. Mr. Koryl was selected to serve on our Board because of the perspective and experience he brings as our Chief Executive Officer. OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE CLASS II BOARD NOMINEES NAMED ABOVE.

  12. Key Themes

    | What We Heard | | What We Did | | Topic | Feedback | Changes for 2022-2023 | | Long-Term Incentive Awards | Stockholders emphasized the importance of long-term incentive (“LTI”) compensation, and performance-based LTI awards in particular. They were supportive of the continuation of our performance-based restricted stock unit (“PSU”) program in 2023, which began in 2022. | Based on the positive feedback we received from our stockholders regarding our PSU program, we continued our PSU program in 2024 for certain of our NEOs and other executives. | | Chief Executive Officer Compensation | Stockholders were generally supportive of the new hire LTI awards granted to our Chief Executive Officer (“CEO”) in 2023, particularly with respect to the PSUs subject to stock price hurdles. | Our Compensation Committee took this feedback into account when designing the compensation program for our new Chief Financial Officer (“CFO”), Ajay Gopal, in 2024. PSUs comprise over 40% of the target value of his LTI awards, and the PSUs vest subject to stock price hurdles to align directly with our stockholders’ interests. For more information, see “—Our New Chief Financial Officer” section below. | | Program Design Generally | In general, stockholders were pleased with the overall design and framework of our executive compensation program. Stockholders acknowledged that the Company had taken steps necessary to address their pre-2023 concerns, particularly with granting our first PSU awards in 2022 and continuing our PSU award program in 2023 and 2024. | We plan to continue stockholder outreach on an annual basis in order to ensure alignment between our executive compensation programs and stockholder interests. |

  13. Elements of Our 2023 Compensation Program

    | Elements of Pay | Structure | Highlights | | Base Salary | •Fixed compensation •Attract and retain NEOs in the short-term | •Established in line with competitive market levels •Aligned to scale, scope and complexity of role | | Annual Cash Bonuses | •Incentivize and reward achievement against strategic business goals and objectives in short-term | •Incentive plan funding measured against challenging metrics of Adjusted EBITDA and, for certain NEOs as described below, individual goals | | Long-Term Incentive Compensation | •Attract and retain NEOs in the long-term •Motivate and reward achievement of long-term Company financial and operational goals •Directly align interests with stockholders | •RSU awards granted to our NEOs in 2022 with four-year vesting •PSUs granted to our NEOs with cliff vesting or significant service vesting conditions •Granted at competitive market levels |

  14. Annual Cash Bonuses

    Annual Cash Bonuses Annual cash bonuses may be earned by our NEOs under our annual cash bonus program. In support of our “pay-for-performance” philosophy, this program is designed to motivate and reward our NEOs based on their achievement of performance goals established by our Board each fiscal year.

  15. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Equity awards under our LTI program are a key element of our executive compensation program, which is designed to align the interests of our NEOs with the long-term interests of our stockholders and to motivate our NEOs to achieve our long-term business objectives. A significant portion of the total target direct compensation of each NEO is provided in the form of RSU and PSU awards, the value of which fluctuates directly with our stock price performance.

  16. Base Salary

    Base Salary In February 2023, our Compensation Committee reviewed the annual base salaries of our existing NEOs after considering a competitive market analysis prepared by its independent compensation consultant, Compensia. Our Compensation Committee relied primarily on compensation peer group data drawn from peer company proxy statements, and in cases where this peer group data was limited for a particular NEO position, custom compensation survey data was used to supplement the peer group data, as necessary. In addition, our Compensation Committee considered each NEO’s roles and responsibilities with the Company. In light of their strong performance in leading the company during their tenure as Co-Interim CEOs, and in support of their efforts to transition the Company under its new CEO, our Compensation Committee determined it appropriate to increase the base salaries of Ms. Sahi Leveseque and Mr. Julian, as set forth below, effective in April 2023. Mr. Suko’s base salary was increased to $400,000 to more appropriately align with our competitive market data, effective in April 2023. Additionally, in light of his increased responsibilities overseeing the Company’s Internal Audit department, Mr. Suko’s base salary was further increased to $450,000 effective in October 2023. A summary of our NEOs’ base salaries at the end of 2022 and 2023 are set forth below:

  17. Annual Cash Bonuses

    Annual Cash Bonuses

  18. 2023 Target Cash Bonus Opportunities

    2023 Target Cash Bonus Opportunities In February 2023, our Compensation Committee reviewed the target annual cash bonus opportunities of our existing NEOs after considering a competitive market analysis prepared by Compensia. Similar to its review of base salary materials, our Compensation Committee relied primarily on compensation peer group data drawn from peer company proxy statements, and in cases where this peer group data was limited for a particular NEO position, custom compensation survey data was used to supplement the peer group data, as necessary. In addition, our Compensation Committee considered each NEO’s roles and responsibilities with the Company. Given the strong focus on achieving challenging profitability-based metrics for 2023, our Compensation Committee determined to increase 2023 target bonuses (compared to 2022) for Ms. Sahi Levesque and Messrs. Julian and Suko to further incentivize these executives toward achievement against these goals. These target annual cash bonus opportunities were expressed as a percentage of base salary, as follows:

  19. 2023 Target Cash Bonus Opportunities

    | NEO | 2023 Target Bonus as Percentage of Base Salary | | John Koryl(1) | 100% | | Rati Sahi Levesque | 75% | | Robert Julian(2) | 75% | | Todd Suko | 50% | | Luke Friang(1) | 50% |

  20. 2023 Target Cash Bonus Opportunities

    (1) 2023 annual bonuses for Messrs. Koryl and Friang were prorated based on their February 6, 2023 and January 16, 2023 start dates, respectively. (2) Pursuant to the terms of his Transition and Separation Agreement, Mr. Julian was entitled to a full-year 2023 annual bonus based on actual performance.

  21. 2023 Annual Cash Bonus Design

    2023 Annual Cash Bonus Design Consistent with prior years, executives were eligible to achieve 0 to 200% of their target bonus with respect to the Company’s financial metrics on a full year basis. For the first time, the Committee determined to establish an additional midyear milestone payment as part of our 2023 annual bonus program. This decision was driven by the Committee’s concerns around retention of our executive team and our broader employee base during the new CEO transition. The midyear milestone payment portion of the 2023 annual bonus was made following the completion of the second quarter and based on Adjusted EBITDA achievement for the six-month period ended June 30, 2023. The midyear milestone bonus could be earned up to a maximum of 100% target achievement and prorated for the first half of the year (January 1, 2023 to June 30, 2023). The full-year bonus payment portion of the 2023 annual bonus was made following completion of the fourth quarter and was based on Adjusted EBITDA achievement for the full year (January 1, 2023 to December 31, 2023). The full-year bonus payments could be earned up to a maximum of 200% with respect to the Company’s financial metrics achievement, less the value of the applicable executive’s midyear milestone payment. Additionally, an alternative stretch goal was established to incentivize management to exit 2023 profitably by measuring Adjusted EBITDA in the fourth quarter of 2023. The plan provided that no payment above target could be earned for the full-year bonus payment if the midyear milestone achievement fell below threshold. For 2024, the Committee determined to return to an annual bonus plan with a single, year-end payment.

  22. 2023 Annual Cash Bonus Metrics

    2023 Annual Cash Bonus Metrics The Committee determined that Adjusted EBITDA would be the most appropriate metric for our 2023 annual bonus program because it captures both profitability progress and the impact of strategic efforts made during the year (e.g., our real estate reduction plan and the resulting restructuring charges). Additionally, this metric reflects the shift in the Company’s business model to re-focus our efforts on generating profitable supply and creating efficiencies. As part of this strategic shift and in an effort to achieve higher margins, the Company decided to de-emphasize certain types of less profitable transactions, thus purposefully impacting overall gross merchandise value and revenue growth in pursuit of an improved profitability profile. Specifically, the company purposefully slowed growth in Direct, wherein the company sells inventory that it owns and carries on its balance sheet, and limited consignment transactions involving certain lower value items. The Committee recognized that such growth metrics, which had been used in prior year annual bonus programs, were not the main drivers for the 2023 fiscal year and determined they should therefore be omitted from the 2023 annual bonus program. The 2023 annual cash bonus opportunities for our NEOs were based on the following metrics:

  23. 2023 Annual Cash Bonus Metrics

    | Bonus Metrics | Description | | Adjusted EBITDA | Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes. | | Individual Goals (Messrs. Suko and Friang) | Individual performance goals were established based on key objectives in support of the Company’s strategic goals and budget achievement for the applicable team. |

  24. 2023 Annual Cash Bonus Metrics

    To more closely align our annual bonus program with stockholder interests, and given the significant impact their roles have on the financial performance of the Company, in 2022 the Compensation Committee eliminated the individual performance goals metric for our CEO, President and Chief Operating Officer, and Chief Financial Officer. Our Compensation Committee continued this practice in 2023; the 2023 annual bonus metric for Messrs. Koryl and Julian and Ms. Sahi Levesque was completely based on Adjusted EBITDA. The 2023 annual bonus metrics for Messrs. Suko and Friang were Adjusted EBITDA and individual performance goals, weighted 80/20. The individual performance component could be earned up to a maximum of 100% achievement. The individual performance goals were established by the CEO in the beginning of 2023 based on operating budget, management of department fees, and leadership contributions to the executive team. The Compensation Committee determined the individual performance goal components for Messrs. Suko and Friang were met at target. Our NEOs were eligible to earn 0% to 100% of their midyear milestone bonus for 2023 with respect to the Adjusted EBITDA metric, measured as of June 30, 2023, as follows (subject to straight-line interpolation for performance achievement between threshold and target):

  25. Midyear Milestone 2023 Adjusted EBITDA Metrics

    | Bonus Metric | < Threshold (0% Payment) | Threshold (50% Payment) | Target (100% Payment) | | Adjusted EBITDA ($ mm) | < -64.0 | -64 | -60 or > |

  26. Full-Year 2023 Adjusted EBITDA Metrics

    | Bonus Metric | < Threshold (0% Payment) | Threshold (50% Payment) | Target (100% Payment) | Max (150% Payment) | Stretch or > (200% Payment) | | Adjusted EBITDA ($ mm) | < -80 | -80 | -70 | -60 | -50 or >; Alternatively, Positive Q4 Adjusted EBITDA |

  27. 2023 Annual Cash Bonus Achievement

    2023 Annual Cash Bonus Achievement In August 2023 and in March 2024, our Board certified the following performance results for the midyear milestone bonus and full year bonus, respectively, which resulted in the pay-out percentages summarized below:

  28. 2023 Annual Cash Bonus Achievement

    | Bonus Metrics | Adjusted EBITDA Results ($ mm) | Level Achievement | Percentage Payment by Metric | | Adjusted EBITDA(1) | | | | | Midyear Milestone Bonus(2) | -49.6 | Target | 100% | | Full-Year Bonus(3) | +1.4 | Stretch | 200% | | Individual Goals (Messrs. Suko and Friang) | — | Target | 100% |

  29. 2023 Annual Cash Bonus Achievement

    (1) With respect to the non-GAAP measure of Adjusted EBITDA, reference is made to the “Adjusted EBITDA Reconciliation” under Part I, Item 2, of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2023, with respect to the midyear milestone bonus, and under Part II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023, with respect to the full-year bonus. (2) Reflects Adjusted EBITDA results for the six-month period ended June 30, 2023. (3) Reflects Adjusted EBITDA results for the fourth quarter of 2023. The following table summarizes the midyear milestone and full year bonus payouts for each NEO:

  30. 2023 Annual Cash Bonus Achievement

    | NEO | Midyear Milestone Bonus ($) | Full Year Bonus ($) | Total 2023 Bonus Payment ($) | | John Koryl(1) | 278,082 | 983,836 | 1,261,918 | | Rati Sahi Levesque | 167,106 | 526,284 | 693,390 | | Robert Julian(2) | 167,106 | 526,284 | 693,390 | | Todd Suko | 92,171 | 262,984 | 355,155 | | Luke Friang(1) | 94,370 | 263,781 | 358,151 |

  31. 2023 Annual Cash Bonus Achievement

    (1) 2023 annual bonuses for Messrs. Koryl and Friang were prorated based on their February 6, 2023 and January 16, 2023 start dates, respectively. (2) Pursuant to the terms of his Transition and Separation Agreement, Mr. Julian was entitled to the full year bonus for 2023 based on actual performance.

  32. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  33. Our Philosophy

    Our Philosophy A significant portion of our NEOs’ total target direct compensation is delivered through equity awards. The Company’s 2019 Equity Incentive Plan was designed to assist the Company in attracting, retaining and motivating executive officers and other key employees, and to align the interests of the officers and other key employees with those of our stockholders. In 2023, LTI compensation was provided in the form of RSU and PSU awards. Each unit granted pursuant to an RSU or PSU award represents a contingent right to receive one share of our common stock for each unit that vests. Our Compensation Committee believes that RSU awards appropriately align executive interests with long-term stockholder value creation, and enhance retention for key executives. In addition, PSU awards provide further incentive for our executive team to execute on strategic initiatives in order to accomplish and exceed our long-term business goals.

  34. 2023 RSU Awards

    2023 RSU Awards Our Compensation Committee typically grants annual RSU awards to our NEOs and other senior executives in the first fiscal quarter each year. At its February 2023 meeting, our Compensation Committee reviewed the value of annual RSU awards for each NEO after considering a competitive market analysis prepared by Compensia, along with other factors that included the value of outstanding and unvested equity awards for each NEO and internal leveling among other executive officers. In March 2023, our Board granted RSUs to Ms. Sahi Levesque and Messrs. Julian and Suko, which vest in 12 substantially equal quarterly installments, subject to the applicable NEO’s continuous service as of each vesting date and subject to acceleration upon certain events. Messrs. Koryl and Friang were granted inducement RSU awards in March 2023 pursuant to the terms of their respective offer letters, which vest 25% on the first anniversary of the vesting commencement date and in 12 equal quarterly installments thereafter, subject to the applicable NEO’s continuous service as of each vesting date and subject to acceleration upon certain events. The following table sets forth the number of units and the grant date fair value of the RSU awards granted to our NEOs during 2023:

  35. 2023 RSU Awards

    | Named Executive Officer | Total Number of RSUs (#) | Grant Date Fair Value of RSUs ($) | | John Koryl(1) | 1,250,000 | 2,037,500 | | Rati Sahi Levesque | 350,000 | 570,500 | | Robert Julian | 350,000 | 570,500 | | Todd Suko | 210,000 | 342,300 | | Luke Friang(1) | 325,000 | 529,750 |

  36. 2023 RSU Awards

    (1) The RSU awards granted to Messrs. Koryl and Friang were granted as a material inducement to their employment and were approved by the Company’s Board of Directors, in accordance with Nasdaq Listing Rule 5635(c)(4). These awards were granted outside of the Company’s equity incentive plans. All other RSUs granted to our NEOs were granted under the Company’s 2019 Equity Incentive Plan.

  37. 2023 PSU Awards

    2023 PSU Awards In 2022, in response to feedback we received from our stockholders, and aligned with best practices, the Company introduced PSU awards under the Company’s LTI program to further align executive compensation with the Company’s financial performance and to promote executive retention. Our Board made its initial grant of PSU awards to our NEOs in February 2022, and our Board continued the PSU program in March 2023. To further align our NEOs’ compensation with the interests of our stockholders, the PSU metrics for the 2023 PSU awards were stock price hurdles.

  38. Target Value of 2023 PSUs

    Target Value of 2023 PSUs The target value of the 2023 PSU awards (calculated based on the Company’s closing stock price on the date of grant) comprised 55% of the value of the 2023 LTI compensation awards for Mr. Koryl, and 30% for Ms. Levesque and Messrs. Julian and Suko. Mr. Friang’s new hire LTI award was comprised only of RSUs. Mr. Koryl was granted an inducement PSU award pursuant to the terms of his offer letter.

  39. Target Value of 2023 PSUs

    | Named Executive Officer | Total Number of PSUs (#)1 | Grant Date Fair Value of PSUs ($)2 | | John Koryl | 1,500,000 | 208,500 | | Rati Sahi Levesque | 150,000 | 69,500 | | Robert Julian | 150,000 | 69,500 | | Todd Suko | 90,000 | 41,700 | | Luke Friang | — | — |

  40. Target Value of 2023 PSUs

    (1) Represents that total number of PSUs that may be earned by each NEO if all service and performance conditions are satisfied. (2) PSU values are computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), and excluding estimated forfeitures, based on the probable performance outcome using a Monte Carlo valuation (threshold).

  41. Performance and Service Conditions of 2023 PSUs

    Performance and Service Conditions of 2023 PSUs The 2023 PSU awards are eligible to vest over a five-year performance period based on (a) each NEO’s continuous employment with the Company through the applicable service period and (b) the Company’s stock price achievement, as summarized below:

  42. Performance and Service Conditions of 2023 PSUs

    | Tranche(1) | PSUs Eligible to Vest(2) | Service Condition(3) | Performance Condition(4) | | 1 | See below. | 12 months | $5.00 | | 2 | See below. | 24 months | $7.50 | | 3 | See below. | 36 months | $10.00 | | 4 | See below. | 48 months | $15.00 |

  43. Performance and Service Conditions of 2023 PSUs

    (1) The 2023 PSUs will vest on the first date on which both the service condition and performance condition are achieved for the applicable PSU tranche (referred to herein as “time-vesting” and “performance-vesting”, respectively) during the performance period. (2) See the “2023 PSUs Eligible to Vest” table below for the PSUs eligible to vest for each tranche for each NEO. (3) Each NEO must be continuously employed by the Company from the vesting commencement date through the service period set forth above for the applicable PSU tranche to time-vest; provided that the service condition will be deemed satisfied (a) upon the consummation of a “change in control” (as defined in the Company’s standard severance and change in control agreement) in which the PSUs are not assumed or substituted or (b) upon his termination without “cause” or resignation with “good reason” (in each case, as defined in the Company’s standard severance and change in control agreement) (i) within the three-month period prior to a change in control or (ii) following a change in control through the 48-month anniversary of the vesting commencement date. As summarized below, only Mr. Koryl’s 2023 PSU award contains a fourth tranche with a $15.00 stock price hurdle and related 48-month continuous service requirement. (4) The Company must achieve the stock prices set forth above during the performance period for the applicable 2023 PSU tranche to performance-vest. Stock price performance will be measured based on the 60-day volume-weighted average price of one share of the Company’s common stock registered on Nasdaq, as well as on the last trading day prior to the occurrence of a change in control. As summarized below, only Mr. Koryl’s 2023 PSU award contains a fourth tranche with a $15.00 stock price hurdle and related 48-month continuous service requirement.

  44. 2023 PSUs Eligible to Vest

    2023 PSUs Eligible to Vest The following table sets forth the number of PSUs subject to the 2023 PSU awards granted to our NEOs assuming performance achievement of each tranche:

  45. 2023 PSUs Eligible to Vest

    | Named Executive Officer | Tranche 1 $5.00 Stock Price Number of PSUs Eligible to Performance Vest (#) | Tranche 2 $7.50 Stock Price Number of PSUs Eligible to Performance Vest (#) | Tranche 3 $10.00 Stock Price Number of PSUs Eligible to Performance Vest (#) | Tranche 4 $15.00 Stock Price Number of PSUs Eligible to Performance Vest (#) | | John Koryl(1) | 150,000 | 300,000 | 350,000 | 700,000 | | Rati Sahi Levesque | 50,000 | 50,000 | 50,000 | — | | Robert Julian | 50,000 | 50,000 | 50,000 | — | | Todd Suko | 30,000 | 30,000 | 30,000 | — | | Luke Friang | — | — | — | — |

  46. 2023 PSUs Eligible to Vest

    (1) The PSU award granted to Mr. Koryl was granted as a material inducement to his employment and was approved by the Company’s Board of Directors, in accordance with Nasdaq Listing Rule 5635(c)(4). This award was granted outside of the Company’s equity incentive plans. All other PSUs granted to our NEOs were granted under the Company’s 2019 Equity Incentive Plan.

  47. 2023 PSU Award Achievement

    2023 PSU Award Achievement Neither the service-based nor the performance-based vesting conditions were met during 2023, and, as a result, no 2023 PSUs became vested during 2023.

  48. 2022 PSU Award Achievement

    2022 PSU Award Achievement The 2022 PSU awards granted to Ms. Sahi Levesque and Messrs. Julian and Suko are eligible to (a) performance-vest over the three-year performance period, subject to annual gross merchandise value (“GMV”) and Adjusted EBITDA targets for each year of the performance period, and (b) service-vest at the end of a three-year service period, subject to the applicable executive’s continued service through the service vesting date. Ms. Sahi Levesque and Messrs. Julian and Suko were eligible to earn 0% to 150% of the PSU tranche with respect to the following GMV and Adjusted EBITDA metrics for 2023:

  49. 2022 PSU Award Achievement

    | PSU Metrics | < Threshold ($) | Threshold ($) | Target ($) | Max or > ($) | | GMV | < 2,800,000 | 2,800,000 | 2,890,000 | 2,980,000 or > | | Adjusted EBITDA | < -50,000,000 | -50,000,000 | -35,000,000 | -20,000,000 or > |

  50. 2022 PSU Award Achievement

    In March 2024, our Board certified the following performance results for 2023 for the performance-vesting component of the 2022 PSUs, which resulted in zero PSUs of the 2023 PSU tranche vesting based on performance for 2023:

  51. 2022 PSU Award Achievement

    | PSU Metrics | 2023 Results ($) | PSU Achievement | | GMV | 1,726,000 | Below Threshold | | Adjusted EBITDA | -55,600,000 | Below Threshold |

  52. 2024 PSU Awards

    2024 PSU Awards In 2024, the Company continued to grant PSU awards under the Company’s LTI program. The 2024 PSU awards will vest in one tranche based on the achievement of both a time-based vesting condition and a performance-based vesting condition as of fiscal year end 2026 tied to the achievement of specified free cash flow metrics. The Compensation Committee believes that the 2024 PSU award design will further align executive compensation to the Company’s financial performance and interests of our stockholders as well as continue to promote executive retention. Our board granted 2024 PSU awards to Ms. Sahi Levesque and Mr. Suko in March 2024, in addition to 2024 RSU awards.

  53. New Executives and Special Cash Bonuses

    New Executives and Special Cash Bonuses

  54. Our New Chief Executive Officer

    Our New Chief Executive Officer In connection with his appointment as our Chief Executive Officer on February 6, 2023, the Company and Mr. Koryl entered into an Offer Letter, dated as of January 24, 2023, which sets forth his initial base salary, target annual cash bonus opportunity, a recommendation to our Board for the grant of a long-term incentive compensation awards in the form of RSUs and PSUs, employee benefits according to our applicable Company policy and benefit plans, and a one-time sign-on bonus. Pursuant to his offer letter with the Company, Mr. Koryl is entitled to (a) an annual base salary of $700,000, (b) a target bonus opportunity of 100% of base salary (prorated for 2023), and (c) a one-time sign-on bonus of $300,000, payable on the first regularly scheduled pay date following Mr. Koryl’s start date with the Company. If Mr. Koryl is terminated by the Company for “cause” or resigns from the Company without “good reason” (as defined in the offer letter) (i) on or prior to February 6, 2024, he is required to repay the entire sign-on bonus or (ii) between February 6, 2024 and February 6, 2025, he is required to repay one-half of the sign-on bonus. Mr. Koryl is also eligible for severance at the CEO level under the Company’s standard severance and change in control agreement. In addition, in March 2023 the Company granted Mr. Koryl two inducement equity awards in accordance with the terms of his offer letter of 1,250,000 RSUs and 1,500,000 PSUs as described above under “2023 RSU Awards” and “2023 PSU Awards."

  55. Our New Chief Financial Officer (as of March 2024)

    Our New Chief Financial Officer (as of March 2024) Ajay Gopal was appointed as our new CFO on March 18, 2024. Our Compensation Committee reviewed the various elements of Mr. Gopal’s new hire compensation package and considered the competitiveness of the offer, the timeliness of the appointment given our prior CFO’s departure in January 2024, and alignment with our stockholders’ interests. In its deliberations, our Compensation Committee worked closely with Compensia to understand current market practice in similar situations, including among companies in our compensation peer group. After significant deliberation and arms-length negotiations, the Company and Mr. Gopal entered into an Offer Letter, dated as of February 19, 2024, which sets forth his initial base salary, target annual cash bonus opportunity, a recommendation to our Board for the grant of a LTI compensation awards in the form of RSUs and PSUs, employee benefits according to our applicable Company policy and benefit plans, and a one-time sign-on bonus. Pursuant to his offer letter with the Company, Mr. Gopal is entitled to (a) an annual base salary of $500,000, (b) a target bonus opportunity of 75% of base salary (prorated for 2024), and (c) a one-time sign-on bonus of $300,000, payable on the first regularly scheduled pay date following Mr. Gopal’s start date with the Company. This sign-on bonus was intended to ensure his ability to start with the Company as early as possible by compensating Mr. Gopal for a portion of the value of the equity awards and cash bonuses that Mr. Gopal would forfeit upon leaving his previous employer. If Mr. Gopal is terminated by the Company for “cause” or resigns from the Company without “good reason” (as defined in the offer letter) (i) on or prior to March 18, 2025, he is required to repay the entire sign-on bonus or (ii) between March 18, 2025 and March 18, 2026, he is required to repay one-half of the sign-on bonus. Mr. Gopal is also eligible for severance at the non-CEO level under the Company’s standard severance and change in control agreement. In addition, in March 2024 the Company granted Mr. Gopal two inducement equity awards in accordance with the terms of his offer letter: (a) 700,000 RSUs, which will vest 25% on the first anniversary of the vesting commencement date and in 12 substantially equal quarterly installments thereafter, subject to Mr. Gopal’s continuous service with the Company through the applicable vesting date; and (b) 550,000 PSUs, which will be eligible to vest over a four-year performance period based on (i) Mr. Gopal’s continuous service with the Company and (ii) the Company’s stock price achievement, as summarized below:

  56. Our New Chief Financial Officer (as of March 2024)

    | PSUs Eligible to Vest (1) | Service Condition(2) | Performance Condition(3) | | 100,000 | 12 months | $5.00 | | 100,000 | 24 months | $7.50 | | 150,000 | 36 months | $10.00 | | 200,000 | 48 months | $15.00 |

  57. Special Retention Bonuses to Ms. Sahi Levesque and Mr. Julian

    Special Retention Bonuses to Ms. Sahi Levesque and Mr. Julian Ms. Sahi Levesque and Mr. Julian served as Co-Interim CEOs from June 2022 until Mr. Koryl’s start date in February 2023. Once Mr. Koryl was hired as our new CEO, it became clear to our Compensation Committee that the retention of Ms. Sahi Levesque and Mr. Julian during this transitional period was a critical business need and that special retention awards to Ms. Sahi Levesque and Mr. Julian were therefore appropriate. Mr. Koryl was learning our complex and unique business model, and looked to Ms. Sahi Levesque and Mr. Julian for continuity and guidance during this transition. The Committee also carefully considered the appropriate form of the special retention awards. The Committee reviewed each executive’s 2023 target total direct compensation, equity holdings in the Company (including unvested LTI awards), our burn-rate, our stock price at the time of grant, and the shares available for grant under our 2019 EIP. Based on these factors, and the goal of immediate retention, the Committee determined that cash awards with a service-based condition were appropriate. To that end, in February 2023, the Company entered into letter agreements (“Special Award Letters”) with each of Ms. Sahi Levesque and Mr. Julian, pursuant to which each executive is eligible to receive a one-time, special cash bonus in the amount of $250,000. Under the Special Award Letters, the cash bonuses became payable subject to the applicable Executive’s continued employment with the Company through December 31, 2023 and certain qualifying termination protections.These bonuses were paid to Ms. Sahi Levesque and Mr. Julian in January 2024, in accordance with the terms of the Special Award Letters. Ms. Sahi Levesque and Mr. Julian were previously granted cash bonuses in 2022 as compensation for their Co-Interim CEO roles and to incentivize their retention until a new CEO was hired.

  58. Role of Our Compensation Committee

    Role of Our Compensation Committee Our Compensation Committee meets regularly with management and in executive session without members of management present to make decisions on our executive compensation programs and on the compensation of our CEO and other executives. In making executive compensation decisions, our Compensation Committee reviews a variety of market data and information, including Company, compensation peer group, and relevant industry information, and considers the recommendations of its independent compensation consultant, Compensia. The chair of our Compensation Committee reports the actions of our Compensation Committee to our Board at each regular meeting. With respect to our CEO’s compensation, our Compensation Committee makes recommendations to the independent members of our Board for their review and approval. Our Compensation Committee’s responsibilities include, among other things, reviewing and approving (or making recommendations to our Board, as applicable): •overall compensation strategy; •amounts and form of executive compensation, including base salary, annual cash bonuses and LTI awards; •goals and objectives to be considered in determining the compensation of the CEO and other NEOs; •annual and LTI plans and benefit plans; •Board compensation for the non-employee members of our Board; •annual proxy disclosure and CD&A disclosure; and •our compensation peer group.

  59. Compensation Peer Group

    Compensation Peer Group Our Compensation Committee has established a compensation peer group that it uses as a reference in understanding the market competitiveness of our executive compensation programs. Our Compensation Committee evaluates this peer group on an annual basis to ensure that the companies selected remain appropriate. The following companies comprised our compensation peer group for 2023:

  60. Compensation Peer Group

    | 2023 Compensation Peer Group | | | | | a.k.a. Brands Holdings | EverQuote | Poshmark | ThredUp | | Brilliant Earth Group | Movado Group | Purple Innovation | Tilly’s | | CarParts.com | PetMed Express | Quotient Technology | TrueCar | | Cars.com | Polished.com | Rent the Runway | | | Eventbrite | Porch Group | Stitch Fix | |

  61. Compensation Peer Group

    The following guiding criteria was used in establishing our compensation peer group:

  62. Compensation Peer Group

    | Industry | •Internet and direct marketing retail •Interactive media and services; software •Other industry connected to retail, or consumer discretionary, with a focus on internet and direct marketing | | Revenue | •Prior four quarters’ revenue in range of 0.4x to 2.5x to the Company | | Market Capitalization | •Market capitalization range of 0.2x to 5.0x to the Company | | Other Factors | •Positive growth •Similar post-IPO maturation •Companies who may compete for executive talent in the San Francisco Bay Area |

  63. Compensation Peer Group

    Certain of our peer companies from 2022 were removed from our 2023 peer group due to revenue or market capitalization growth exceeding our criteria. Peer companies that were added to our 2023 peer group were selected based on the criteria described above. For executive positions where our compensation peer group data is limited, our Compensation Committee also reviewed survey data from Radford comprised of participating peer companies and other financially relevant industry competitors.

  64. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Since 2019, Compensia has been engaged as the independent compensation consultant of our Compensation Committee. Our Compensation Committee has analyzed under the applicable SEC rules and the relevant Nasdaq listing standards whether the work of Compensia as a compensation consultant raises any conflict of interest and has determined that the work of Compensia has not created any conflict of interest. Compensia reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities include: •providing independent advice to our Compensation Committee on current trends and best practices in compensation design and program alternatives, and advising on plans or practices that may improve the effectiveness of our compensation program; •providing and discussing compensation peer group and broad compensation survey data for competitive comparisons and, based on this information, preparing independent analyses on NEO compensation, including the CEO and newly hired executives; •reviewing our equity plan and assessing total share usage relative to our peers; •reviewing the CD&A and other compensation-related disclosures in our proxy statements; •offering recommendations, insights and perspectives on compensation-related matters; and •assisting our Compensation Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our stockholders.

  65. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements The Company has not entered into formal employment agreements with any of our NEOs. In May 2021, our Board approved a form severance and change in control agreement for our executives, which each of our NEOs has entered into. For a description of these agreements, please see the section named “Compensation Tables – Potential Payments Upon Termination or a Change in Control.”

  66. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information on the compensation of our NEOs for services performed in each of the last three fiscal years:

  67. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John Koryl(6) Chief Executive Officer | 2023 | 619,231 | 300,000 | 2,246,000 | — | 1,261,918 | 1,000 | 4,428,149 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Rati Sahi Levesque(6) President and Chief Operating Officer | 2023 | 461,539 | 250,000 | 640,000 | — | 693,390 | 1,000 | 2,045,929 | | | 2022 | 417,308 | 250,000 | 2,577,977 | — | — | 1,000 | 3,246,285 | | | 2021 | 367,308 | — | 3,846,366 | — | 112,435 | 1,000 | 4,327,109 | | Robert Julian(6) Chief Financial Officer | 2023 | 461,539 | 250,000 | 640,000 | — | 693,390 | 1,000 | 2,045,929 | | | 2022 | 425,000 | 1,000,000 | 644,494 | — | — | 1,000 | 2,070,494 | | | 2021 | 99,712 | 750,000 | 7,308,250 | — | 32,470 | 123 | 8,190,309 | | Todd Suko(6) Chief Legal Officer and Secretary | 2023 | 392,885 | — | 384,000 | — | 355,155 | 1,000 | 1,133,040 | | | 2022 | 341,923 | 150,000 | 1,321,168 | — | 27,378 | 1,000 | 1,841,469 | | | 2021 | 325,000 | | 1,414,130 | — | 79,456 | 1,000 | 1,819,586 | | Luke Friang(6) Chief Technology and Product Officer | 2023 | 391,058 | 260,000 | 529,750 | — | 358,151 | 1,000 | 1,539,959 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |

  68. 2023 Summary Compensation Table

    (1) Amounts reported in this column reflect the base salaries earned during the applicable year. (2) Amounts reported in this column reflect cash bonuses earned during the applicable year, as discussed in footnote (7). (3) Amounts reported in this column reflect the aggregate of (a) the grant date fair value of RSU awards granted in 2023, 2022 and 2021, computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), and excluding estimated forfeitures, based on the Company’s stock price on the date of grant and (b) the grant date fair value of 2023 PSU awards granted in 2023, computed in accordance with FASB ASC Topic 718, and excluding estimate forfeitures, based on the probable performance outcome using a Monte Carlo valuation (threshold). The grant date fair value of the 2023 PSU awards if maximum performance is achieved (i.e., all performance metrics are met and all tranches vest) is as follows for Mr. Koryl, Ms. Sahi Levesque, and Messrs. Julian and Suko, respectively: $2,445,000, $244,500, $244,500, and $146,700. (4) Amounts reported in this column represent the payments earned under our annual cash bonus program for the applicable year. (5) Amounts reported in this column reflect Section 401(k) matching contributions earned by each NEO. (6) 2023 Koryl Sign-on Bonus: Pursuant to the terms of Mr. Koryl’s offer letter, entered into with the Company on January 25, 2023, Mr. Koryl was entitled to receive a one-time sign-on bonus of $300,000, payable on the first regularly scheduled pay date following his start date with the Company, subject to certain repayment conditions. This bonus payment is reflected under “Bonus” for 2023. 2023 Special Bonuses: In connection with Mr. Koryl’s onboarding as our CEO, Ms. Sahi Levesque and Mr. Julian were each granted special cash bonuses in the amount of $250,000, respectively, which become payable within 15 days following December 31, 2023, subject to the applicable executive’s continued employment with the Company through such date. These bonus payments are reflected under “Bonus” for 2023, and were paid out in January 2024 in accordance with their terms. 2023 Friang Sign-On Bonus: Pursuant to the terms of Mr. Friang’s offer letter, entered into with the Company on November 16, 2022, Mr. Friang was entitled to receive a $520,000 sign-on bonus, payable in two equal installments, the first of which is due within 30 days of his start date (which was earned in 2023) and the second of which comes due on the first anniversary of his start date (which was earned in 2024), in each case, subject to Mr. Friang’s continued employment through each applicable payment date and certain repayment conditions. The first installment of Mr. Friang’s sign-on bonus is reflected under “Bonus” for 2023, and was paid out in January 2023 in accordance with its terms. 2022 Special Bonuses: In connection with our former CEO Julie Wainwright’s transition from CEO and Board Chair to an executive advisor on June 7, 2022, Ms. Sahi Levesque and Messrs. Julian and Suko were each granted special cash bonuses in the amounts of $250,000, $250,000 and $150,000, respectively, which become payable within 15 days following the earlier of (a) the nine-month anniversary of June 7, 2022 (i.e., March 7, 2023) or (b) the three-month anniversary of the date on which the Company’s new permanent CEO commences employment with the Company (the “Award Date”), subject to the applicable executive’s continued employment with the Company through the Award Date. These bonus payments are reflected under “Bonus” for 2022, and were paid out in March 2023 in accordance with their terms. 2022 and 2021 Julian Sign-On Bonuses: Pursuant to the terms of Mr. Julian’s offer letter, entered into with the Company on September 15, 2021, Mr. Julian was entitled to receive (a) a $500,000 relocation bonus, payable within the first 30 days of his start date with the Company (which was earned in 2021), and (b) a $1,000,000 sign-on bonus, payable in four quarterly installments over the first 12 months of employment (of which $250,000 was earned in 2021 and $750,000 was earned in 2022), in each case, subject to Mr. Julian’s continued employment through each applicable payment date and certain repayment conditions. These bonus payments are reflected under “Bonus” for 2022 and 2021, respectively.

  69. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information on plan-based awards made in 2023 to each of our NEOs:

  70. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John Koryl | Cash Bonus | — | 315,479 | 630,959 | 1,261,918 | — | — | — | — | — | | | RSU | 3/3/2023 | — | — | — | — | — | — | 1,250,000 | 2,037,500 | | | PSU | 3/3/2023 | — | — | — | 150,000 | 1,500,000 | — | — | 208,500 | | Rati Sahi Levesque | Cash Bonus | — | 173,348 | 346,695 | 693,390 | — | — | — | — | — | | | RSU | 3/3/2023 | — | — | — | — | — | — | 350,000 | 570,500 | | | PSU | 3/3/2023 | — | — | — | 50,000 | 150,000 | — | — | 69,500 | | Robert Julian | Cash Bonus | — | 173,348 | 346,695 | 693,390 | — | — | — | — | — | | | RSU | 3/3/2023 | — | — | — | — | — | — | 350,000 | 570,500 | | | PSU | 3/3/2023 | — | — | — | 50,000 | 150,000 | — | — | 69,500 | | Todd Suko | Cash Bonus | — | 118,385 | 197,308 | 355,155 | — | — | — | — | — | | | RSU | 3/3/2023 | — | — | — | — | — | — | 210,000 | 342,300 | | | PSU | 3/3/2023 | — | — | — | 30,000 | 90,000 | — | — | 41,700 | | Luke Friang | Cash Bonus | — | 118,384 | 198,973 | 358,151 | — | — | — | — | — | | | RSU | 3/3/2023 | — | — | — | — | — | — | 325,000 | 529,750 |

  71. 2023 Grants of Plan-Based Awards Table

    (1) These columns represent the potential awards under our annual cash bonus program for 2023, as further discussed in the section named “Compensation Discussion and Analysis – 2023 Compensation Decisions – Annual Cash Bonuses.” The payments our NEOs earned under our annual cash bonus program for 2023 are reflected in the 2023 Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for 2023. (2) Each 2023 PSU award was granted under our 2019 Equity Incentive Plan or, in the case of Mr. Koryl’s award, granted outside of our equity plans as a material inducement to employment under Nasdaq Rule Listing Rule 5635(c)(4), and vests subject to the applicable executive’s continued service through the applicable service period and the Company’s stock price achievement over a five-year performance period, except that a portion of the 2023 PSU award may vest in the event of a qualifying termination that occurs in the change of control context (see the section named “Potential Payments Upon Termination or Change in Control”). Performance is measured based on achievement of stock price hurdles and service-based vesting conditions, as further discussed in the section named “Compensation Discussion and Analysis – 2023 Compensation Decisions – Long-Term Incentive Compensation.” Amounts included in the column labeled “threshold” reflect the first tranche of PSUs vesting, which is the minimum amount of PSUs payable, and amounts included in the column labeled “target” reflects all tranches vesting, which is the maximum amount of PSUs payable. There is no payout possible above target. (3) Each 2023 RSU award granted to Ms. Sahi Levesque and Messrs. Suko and Julian was granted under our 2019 Equity Incentive Plan and vests in 12 equal installments on a quarterly basis following the vesting commencement date. Each 2023 RSU award granted to Messrs. Koryl and Friang was granted outside of our equity plans as a material inducement to employment under Nasdaq Rule Listing Rule 5635(c)(4) and vests 25% on the first anniversary of the applicable vesting commencement date and in 12 equal installments on a quarterly basis thereafter. Vesting will occur only if the NEO is continuously employed by the Company or one of its subsidiaries through each vesting date, except that a portion of the 2023 RSU award may vest in the event of a qualifying termination that occurs in the change of control context. See the section named “Potential Payments Upon Termination or Change in Control.” (4) This column represents (a) the grant date fair value of 2023 RSU awards granted to our NEOs in 2023 computed in accordance with FASB ASC Topic 718 and excluding estimated forfeitures, determined using the closing price of the Company’s common stock on the grant date multiplied by the number of shares subject to the award and (b) the grant date fair value of 2023 PSU awards granted in 2023, computed in accordance with FASB ASC Topic 718, and excluding estimate forfeitures, based on the probable performance outcome using a Monte Carlo valuation (threshold).

  72. 2023 Outstanding Equity Awards at Fiscal Year End Table

    2023 Outstanding Equity Awards at Fiscal Year End Table The following table presents information regarding the outstanding stock options, RSU and PSU awards held by each of our NEOs as of December 31, 2023.

  73. 2023 Outstanding Equity Awards at Fiscal Year End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John Koryl | 3/3/2023(3) | 2/20/2023 | — | — | — | — | 1,250,000 | 2,512,000 | — | — | | | 3/3/2023(4) | 2/20/2023 | — | — | — | — | — | — | 150,000 | 208,500 | | Rati Sahi Levesque | 2/19/2015 | 2/19/2015 | 44,905 | — | 1.74 | 2/19/2025 | — | — | — | — | | | 12/17/2015 | 12/17/2015 | 36,119 | — | 3.48 | 12/17/2025 | — | — | — | — | | | 2/16/2017 | 2/16/2017 | 35,799 | — | 2.56 | 2/16/2027 | — | — | — | — | | | 12/5/2018 | 12/5/2018 | 73,608 | — | 7.64 | 12/5/2028 | — | — | — | — | | | 7/22/2019 | 8/20/2019 | 65,001 | — | 24.79 | 7/22/2029 | — | — | — | — | | | 2/20/2020(5) | 2/20/2020 | — | — | — | — | 7,818 | 15,714 | — | — | | | 3/13/2021(5) | 2/20/2021 | — | — | — | — | 30.072 | 60,445 | — | — | | | 12/13/2021(5) | 11/20/2021 | — | — | — | — | 68,359 | 137,402 | — | — | | | 2/14/2022(5) | 2/20/2022 | — | — | — | — | 83,822 | 168,482 | — | — | | | 2/18/2022(6) | 1/1/2022 | — | — | — | — | — | — | 74,508 | 93,135 | | | 3/3/2023(7) | 2/20/2023 | — | — | — | — | 262,500 | 527,625 | — | — | | | 3/3/2023(4) | 2/20/2023 | — | — | — | — | — | — | 50,000 | 69,500 | | Robert Julian | 11/3/2021(8) | 10/1/2021 | — | — | — | — | 249,167 | 500,826 | — | — | | | 2/14/2022(5) | 2/20/2022 | — | — | — | — | 20,956 | 42,122 | — | — | | | 2/18/2022(6) | 1/1/2022 | — | — | — | — | — | — | 18,627 | 23,284 | | | 3/3/2023(7) | 2/20/2023 | — | — | — | — | 262,500 | 527,625 | — | — | | | 3/3/2023(4) | 2/20/2023 | — | — | — | — | — | — | 50,000 | 69,500 | | Todd Suko | 5/5/2020(3) | 5/20/2020 | — | — | — | — | 34,375 | 69,094 | — | — | | | 3/13/2021(5) | 2/20/2021 | — | — | — | — | 6,016 | 12,092 | — | — | | | 12/13/2021(5) | 11/20/2021 | — | — | — | — | 41,016 | 82,442 | — | — | | | 2/14/2022(5) | 2/20/2022 | — | — | — | — | 58,675 | 117,937 | — | — | | | 2/18/2022(6) | 1/1/2022 | — | — | — | — | — | — | 22,352 | 27,940 | | | 3/3/2023(7) | 2/20/2023 | — | — | — | — | 157,500 | 316,575 | — | — | | | 3/3/2023(4) | 2/20/2023 | — | — | — | — | — | — | 30,000 | 41,700 |

  74. 2023 Outstanding Equity Awards at Fiscal Year End Table

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Luke Friang | 3/3/2023(3) | 2/20/2023 | — | — | — | — | 325,000 | 653,250 | — | — |

  75. 2023 Outstanding Equity Awards at Fiscal Year End Table

    (1) Value is calculated by multiplying the number of RSUs that have not vested by the closing market price of our stock ($2.01) as of the close of trading on December 29, 2023 (the last trading day prior to our December 31, 2023 fiscal year-end). (2) With respect to the PSUs granted in 2022, value is calculated by multiplying the number of PSUs that have not vested by the closing market price of our stock ($2.01 as of the close of trading on December 29, 2023 (the last trading day prior to our December 31, 2022 fiscal year-end). With respect to the PSUs granted in 2023, value is calculated based on the Monte Carlo valuation.In accordance with SEC guidance, the number of PSUs reflect threshold performance. (3) This award vests 25% on the first anniversary of the vesting commencement date and in 12 equal quarterly installments thereafter, subject to the NEO’s continuous employment through the applicable vesting date. (4) This award vests subject to the applicable executive’s continued service through the applicable service period and the Company’s stock price achievement over a five-year performance period. (5) This award vests in 16 equal quarterly installments, subject to the NEO’s continuous employment through the applicable vesting date. (6) This award cliff-vests subject to the applicable executive’s continued service through March 1, 2025 and the Company’s performance over a three-year period based on achievement of annual GMV and Adjusted EBITDA goals, weighted 50/50 and measured annually from January 1, 2022 through December 31, 2024. (7) This award vests in 12 equal quarterly installments, subject to the NEO’s continuous employment through the applicable vesting date. (8) This award vests 35% on the first anniversary of the vesting commencement date and in 12 equal quarterly installments thereafter, subject to the NEO’s continuous employment through the applicable vesting date.

  76. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth the number of shares of the Company’s common stock acquired by our NEOs through stock option exercises and the vesting of PSU and RSU awards during 2023. No PSU awards vested during 2023. In addition, the table presents the value realized upon such exercises or vesting, as calculated, in the case of stock options, based on the difference between the closing price of the Company’s common stock on the date of exercise (or, in the event the date of exercise occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day) and the option exercise price and, in the case of PSU and RSU awards, based on the closing price per share of the Company’s common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day).

  77. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John Koryl | — | — | — | — | | Rati Sahi Levesque | — | — | 221,761 | 435,432 | | Robert Julian | — | — | 221,396 | 410,493 | | Todd Suko | — | — | 172,649 | 337,284 | | Luke Friang | — | — | — | — |

  78. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  79. Potential Payments Table

    Potential Payments Table The tables below reflect the value of compensation and benefits that would become payable to each of our NEOs under his or her severance and change in control agreement (or, in the case of Mr. Julian, his Transition and Separation Agreement) if, on December 31, 2023, (a) with respect to the first table, a change in control occurred and the NEO experienced a qualifying termination of employment or (b) with respect to the second table, the NEO experienced a qualifying termination of employment. A qualifying termination of employment generally refers to the NEO’s termination of employment by the Company without “cause” or the NEO’s resignation with “good reason” (each, as defined in the applicable agreement) and does not include death, disability or retirement. Our NEOs are not entitled to severance, or any other benefits, if they experience a non-qualifying termination. The amounts below are based on the NEO’s outstanding and unvested equity awards as of December 31, 2023 and the Company’s closing stock price of $2.01 on the preceding trading day, December 29, 2023. Qualifying Termination and Change in Control

  80. Potential Payments Table

    | Name | Cash Severance ($)(1) | Benefit Continuation ($)(2) | Options ($)(3) | RSUs ($)(4) | PSUs ($)(5) | Total ($) | | John Koryl | 2,380,959 | 42,012 | — | 2,512,500 | 3,015,000 | 7,950,471 | | Rati Sahi Levesque | 1,177,945 | 1,935 | — | 909,668 | 451,261 | 2,540,809 | | Todd Suko | 872,308 | 26,382 | — | 598,140 | 225,828 | 1,722,658 | | Luke Friang | 821,473 | 26,382 | — | 653,250 | — | 1,501,105 |

  81. Potential Payments Table

    (1) Represents (a) 1.5 times base salary for Mr. Koryl and 1.0 times base salary for Ms. Sahi Levesque and Messrs. Suko and Friang, (b) 1.0 times the 2023 target annual cash bonus opportunity, and (c) a prorated portion of the 2023 target annual cash bonus opportunity (assuming 100% of days worked during 2023). (2) Represents (a) an 18-month COBRA subsidy for Mr. Koryl and (b) a 12-month COBRA subsidy for Ms. Sahi Levesque and Messrs. Julian, Suko and Friang. (3) Ms. Sahi Levesque’s unvested stock options as of December 31, 2023 have an exercise price that is greater than the closing stock price as of December 30, 2022 (the preceding trading day) and, as a result, are not ascribed any value. Messrs. Koryl, Julian, Suko and Friang did not hold any stock options as of December 31, 2023. (4) Represents full acceleration of unvested RSUs. (5) Represents full acceleration of unvested PSUs based on target performance. Qualifying Termination

  82. Potential Payments Table

    | Name | Cash Severance ($)(1) | Benefit Continuation ($)(2) | Options ($) | RSUs ($) | PSUs ($) | Total ($) | | John Koryl | 700,000 | 28,008 | — | — | — | 728,008 | | Rati Sahi Levesque | 237,500 | 968 | — | — | — | 238,468 | | Robert Julian(3) | 237,500 | 13,191 | — | — | — | 250,961 | | Todd Suko | 225,000 | 13,191 | — | — | — | 238,191 | | Luke Friang | 207,500 | 13,191 | — | — | — | 220,691 |

  83. Potential Payments Table

    (1) Represents (a) 1.0 base salary for Mr. Koryl and (b) 0.5 times base salary for Ms. Levesque and Messrs. Julian, Suko and Friang. For Mr. Julian, also includes the 2023 annual cash bonus (based on actual performance achievement) he received pursuant to the terms of his Transition and Separation Agreement. (2) Represents (a) a 12-month COBRA subsidy for Mr. Koryl and (b) a six-month COBRA subsidy for Ms. Levesque and Messrs. Julian, Suko and Friang. (3) As described above, Mr. Julian’s employment terminated effective January 31, 2024. As permitted by SEC guidance, the amounts shown are the actual amounts Mr. Julian received in connection with his termination pursuant to Mr. Julian’s Transition and Separation Agreement. Mr. Julian was also entitled to receive his full year annual bonus for 2023 based on actual performance achievement.

  84. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to calculate and disclose the annual total compensation of our median employee and the ratio of the annual total compensation of our median employee as compared to the annual total compensation of our CEO (‘‘CEO Pay Ratio’’). The following CEO Pay Ratio disclosure for 2023 is the Company’s reasonable, good faith estimate calculated in accordance with the requirements of Item 402(u) of Regulation S-K and Section 952(6) of the Dodd-Frank Act and may not be comparable to the pay ratio disclosures of other companies. To identify our median employee, we chose December 31, 2023 as the measurement date. As of such date, the Company had 3,032 employees, all of which were employed in the United States. We included all full-time and part-time employees and excluded our CEO, John Koryl, and all independent contractors and leased employees. As permitted by SEC rules, we annualized the 2023 total compensation of Mr. Koryl who joined the Company on February 6, 2023 and was serving as CEO on the date selected to calculate the median employee. As permitted under the SEC rules, we then calculated the total cash compensation for all employees who were active employees as of the measurement date using their gross compensation stated on their 2023 Form W-2, annualizing total cash compensation for any employee that commenced employment during 2023. Using this annual cash compensation data, we identified the median employee. Once the median employee was identified, the annual total compensation of this employee was calculated in accordance with the requirements of the “Total Compensation” column of the Summary Compensation Table. For 2023, the median of the annual total compensation of our employees (other than Mr. Koryl) was $51,920. The annual total compensation of our CEO, as reported in the “Total Compensation” column of the 2023 Summary Compensation Table included in this proxy statement, was $4,428,149, which equals $4,647,000 on an annualized basis. Based on this information, the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all employees was 89.5:1.

  85. Pay vs. Performance

    Pay vs. Performance As required by SEC rules, the following tables set forth required information regarding the relationship between compensation paid to our CEO, who is our principal executive officer (“PEO”), and our other NEOs, calculated in accordance with SEC regulations, and the Company’s financial performance for fiscal years 2023, 2022 and 2021. The Company qualifies as a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K, and has provided scaled pay versus performance disclosure as permitted by and in accordance with SEC rules. For information regarding decisions made by our Compensation Committee with respect to executive compensation, refer to our CD&A.

  86. Pay vs. Performance

    | | John Koryl(1) | | Rati Sahi Levesque(1) | | Robert Julian(1) | | Julie Wainwright(1) | | | | | | | Year | Summary Compen- sation Table Total for PEO ($)(2) | Compen-sation Actually Paid to PEO(3) | Summary Compen- sation Table Total for PEO ($)(2) | Compen- sation Actually Paid to PEO(3) | Summary Compen- sation Table Total for PEO(2) | Compen- sation Actually Paid to PEO(3) | Summary Compen- sation Table Total for PEO(2) | Compen- sation Actually Paid to PEO(3) | Average Summary Compen- sation Table Total for Non-PEO NEOs(4) | Average Compen- sation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(6) | Net Loss(7) | | 2023 | 4,428,149 | 7,709,649 | 2,045,929 | 2,617,003 | 2,045,929 | 2,582,719 | — | — | 1,336,500 | 1,876,296 | 10.29 | 168,472,000 | | 2022 | — | — | 3,246,285 | (3,852,982) | 2,070,494 | (6,765,822) | 5,360,969 | (4,077,100) | 1,037,349 | (3,143,353) | 59.42 | 196,445,000 | | 2021 | — | — | — | — | — | — | 4,985,262 | (813,737) | 4,653,506 | 2,001,534 | 10.77 | 236,107,000 |

  87. Pay vs. Performance

    (1) Mr. Koryl was appointed the Company’s CEO on February 6, 2023. Our founder Ms. Wainwright stepped down as the Company’s CEO and Board Chair on June 7, 2022, and Ms. Sahi Levesque and Mr. Julian served as the Company’s Co-Interim CEOs from June 7, 2022 to February 5, 2023. (2) The dollar amounts reported are the amounts of total compensation reported in the Summary Compensation Table for our PEOs Mr. Koryl, Ms. Sahi Levesque and Mr. Julian for fiscal year 2023, Ms. Sahi Levesque, Mr. Julian and Ms. Wainwight, respectively, in the Summary Compensation Table for fiscal year 2022, and for Ms. Wainwright for fiscal year 2021. (3) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Koryl, Ms. Sahi Levesque, Mr. Julian and Ms. Wainwight, respectively, as computed in accordance with SEC rules. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to each PEO. The dollar amounts reported are the amounts of total compensation reported Mr. Koryl, Ms. Sahi Levesque, Mr. Julian and Ms. Wainwight, respectively, during the applicable year, adjusted for (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. The Company does not offer a defined benefit pension plan, so no pension adjustments were made. See Table below for further information. (4) The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEOs, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021. For 2023, our non-PEO NEOs included: Todd Suko and Luke Friang. For 2022, our non-PEO NEOs included: Todd Suko and Arnie Katz. For 2021, our non-PEO NEOs included: Rati Sahi Levesque, Robert Julian, Todd Suko, Matt Gustke and Arnie Katz. (5) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEOs. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to each PEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEOs, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021, adjusted for (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. The Company does not offer a defined benefit pension plan, so no pension adjustments were made. See Table below for further information. (6) Reflects the cumulative shareholder return over the measurement period, computed in accordance with SEC rules, assuming an investment of $100 in our common shares at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the applicable fiscal year and the measurement end point of the closing price of our common stock on the last trading day in the applicable fiscal year. For 2023, the closing price of our common stock on December 30, 2022 (the last trading day preceding December 31, 2022) was $1.25, and the closing price of our common stock on December 29, 2023 was $2.01 (the last trading day preceding December 31, 2023). For 2022, the closing price of our common stock on December 31, 2021 was $11.61, and the closing price of our common stock on December 30, 2022 was $1.25. For 2021, the closing price of our common stock on December 31, 2020 was $19.54, and the closing price of our common stock on December 31, 2021 was $11.61. (7) Reflects net income (loss) reflected in the Company’s audited financial statements for the applicable year. To calculate the amounts in the “Compensation Actually Paid to PEO” columns in the table above, the following amounts were deducted from and added to (as applicable) each of our PEO’s “Total” compensation as reported in the Summary Compensation Table:

  88. Pay vs. Performance

    | PEO: John Koryl | | | | | | | | | Year | Deduct Summary Compensation Table Total for PEO | Add Reported Value of Equity Awards for PEO(1) | Add Fair Value as of Year End for Unvested Awards Granted During the Year | Add Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Add Fair Value of Awards Granted and Vested During the Year | Add Fair Value Increase or Decrease from Prior Year End for Awards that Vested During the Year | Compensation Actually Paid to PEO | | 2023 | 4,428,149 | 2,246,000 | 5,527,500 | — | — | — | 7,709,649 | | 2022 | — | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | — |

  89. Pay vs. Performance

    | PEO: Rati Sahi Levesque | | | | | | | | | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards for PEO(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year End for Awards that Vested During the Year | Compensation Actually Paid to PEO | | 2023 | 2,045,929 | 640,000 | 829,125 | 89,880 | 179,667 | 112,402 | 2,617,004 | | 2022 | 3,246,285 | 2,577,977 | 337,615 | (3,385,059) | 69,152 | (1,542,998) | (3,852,982) | | 2021 | — | — | — | — | — | — | — |

  90. Pay vs. Performance

    | PEO: Robert Julian | | | | | | | | | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards for PEO(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year End for Awards that Vested During the Year | Compensation Actually Paid to PEO | | 2023 | 2,045,929 | 640,000 | 829,125 | 66,237 | 179,667 | 101,761 | 2,582,719 | | 2022 | 2,070,494 | 644,494 | 84,404 | (6,208,563) | 17,287 | (2,084,950) | (6,765,822) | | 2021 | — | — | — | — | — | — | — |

  91. Pay vs. Performance

    (1) Represents the grant date fair value of the equity awards to our PEO, as reported in the Summary Compensation Table. To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:

  92. Pay vs. Performance

    | Non-PEO NEOs | | | | | | | | | Year | Summary Compensation Table Total for Non-PEO NEOs | Reported Value of Equity Awrds for Non-PEO NEOs(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year End for Awards that Vested During the Year | Compensation Actually Paid to Non-PEO NEOs | | 2023 | 1,336,500 | 456,875 | 575,363 | 321,751 | 53,900 | 45,657 | 1,876,296 | | 2022 | 1,037,349 | 660,584 | 80,911 | (2,652,328) | 24,203 | (972,902) | (3,143,353) | | 2021 | 4,653,506 | 4,074,744 | 2,440,094 | (694,134) | 147,912 | (471,101) | 2,001,534 |

  93. Pay vs. Performance

    (1) Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table.

  94. Director Compensation Highlights

    Director Compensation Highlights •Fees for committee chair service to differentiate individual pay based on workload •Emphasis on equity in the overall compensation mix •Full-value equity awards under a fixed-value annual grant policy, subject to time-based vesting •No performance-based equity awards to discourage excessive risk-taking •Robust stock ownership guidelines set at five times the annual cash retainer to support stockholder alignment •Stockholder-approved limit of $1,000,000 on the total value of cash and equity compensation that may be granted to a non-employee director each fiscal year •Prohibition on hedging and pledging by our non-employee directors •No additional compensation paid to employee directors for director service

  95. Director Compensation Program

    Director Compensation Program On August 4, 2020, our Board approved our non-employee director compensation program, with assistance from our independent compensation consultant, Compensia. Under this program, our non-employee directors are each entitled to receive an annual cash retainer and an annual RSU award, which cliff-vests after approximately one year of service. Chairs of committees are entitled to receive additional cash retainers in light of their increased responsibilities and workloads. Cash retainers and initial equity awards are prorated for partial years of service. During 2023, our non-employee director compensation program consisted of the following compensation elements:

  96. Director Compensation Program

    | Component | Description | | Annual Board Service Retainer | •$35,000 in cash Payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service | | Committee Chair Retainers | | | •Audit | •$20,000 in cash | | •Compensation, Diversity & Inclusion | •$14,000 in cash | | •Corporate Governance & Nominating | •$8,000 in cash | | | Committee chair retainers are payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service |

  97. Director Compensation Program

    | Component | Description | | Annual Equity Award | •On or about the annual meeting of the Company’s stockholders, non-employee directors receive an annual award of RSUs in the value of $165,000, which vests on the earlier of (a) the first anniversary of the grant date of such award or (b) the date immediately preceding the next annual meeting of Company’s stockholders, subject to the non-employee director’s continued service through the applicable vesting date •Initial equity awards are prorated for any partial year of service | | Stock Ownership Guidelines | •Each non-employee director is expected to own shares valued at five times the annual Board service retainer fees •Shares underlying RSU awards held by the non-employee directors (whether or not vested) will be counted toward satisfaction of the guidelines •Ownership levels must be achieved within five years from the date upon which an individual becomes a non-employee director •In the event that the annual retainer fee is increased, directors will have one year to meet the new ownership guidelines |

  98. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets provides information on the compensation of our non-employee directors for 2023:

  99. 2023 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Chip Baird | 43,000 | 296,178 | 339,178 | | Caretha Coleman | 49,000 | 296,178 | 345,178 | | Karen Katz | 35,000 | 296,178 | 331,178 | | Robert Krolik | 55,000 | 296,178 | 351,178 | | Niki Leondakis | 35,000 | 296,178 | 331,178 | | Carol Melton | 35,000 | 296,178 | 331,178 | | James Miller | 35,000 | 296,178 | 331,178 |

  100. 2023 Director Compensation Table

    (1) Mr. Koryl did not earn any additional compensation in respect of his role as an employee director. See the “Summary Compensation Table” for a description of the compensation Mr. Koryl earned in respect of his role as CEO. (2) Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of the RSU awards granted in 2023, computed in accordance with ASC Topic 718 and excluding estimated forfeitures. The number of units subject to the RSU award reported in the “Stock Awards” column was calculated by dividing $165,000 by $1.39, which was the 30-day average stock price for the Company’s common stock ending on the date of the Company’s 2023 Annual Meeting of Stockholders held on June 14, 2023. The following table sets forth the aggregate number of outstanding shares of the Company’s common stock underlying stock options and RSU awards held by each non-employee director as of December 31, 2023:

  101. 2023 Director Compensation Table

    | Name | Options | RSUs | | Chip Baird | — | 118,947 | | Caretha Coleman | — | 118,947 | | Karen Katz | — | 118,947 | | Robert Krolik | 20,000 | 118,947 | | Niki Leondakis | 20,000 | 118,947 | | Carol Melton | — | 118,947 | | James Miller | 20,000 | 118,947 |

  102. 2024 Director Compensation

    2024 Director Compensation Our Compensation Committee periodically reviews our non-employee director compensation and may recommend changes to the full Board, who determines the compensation of directors. Changes to non-employee director compensation will generally be made to ensure that compensation levels are market-competitive and that the compensation structure supports our business objectives, aligns with the interests of stockholders, reflects competitive best practice and is cost-and-tax-effective. In October 2023, the Compensation Committee adopted a new RSU deferral program for non-employee directors. Under this program, non-employee directors may defer 0 to 100% of their vested RSU awards to a future settlement date, which is the earliest of (a) a future date of the director’s choosing, (b) a “change in control” of the Company (as defined in the 2019 EIP), (c) the director’s “separation of service” from the Company within the meaning of Section 409A of the Internal Revenue Code, and (d) the director’s death or disability. This program takes effect beginning with RSUs granted during the 2024 calendar year and will be available to non-employee directors for calendar years that follow. On February 20, 2024, the Board appointed Ms. Katz as its independent Board Chairperson, and Mr. Krolik stepped down from his Lead Independent Director role as a result. Based on a review of peer company information provided by Compensia, the Compensation Committee determined Ms. Katz would be paid an additional annual fee of $30,000 in respect of her role as Board Chairperson, payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service. As of the date of this proxy statement, no further changes have been made to the non-employee director compensation program for 2024.

  103. Indemnification of Directors and Executive Officers

    Indemnification of Directors and Executive Officers We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware General Corporation Law (“DGCL”). Subject to very limited exceptions, our Bylaws also require us to advance expenses incurred by our directors and executive officers.