DEF 14A of TheRealReal, Inc.
Filed Apr 28, 2025 · FY20240001573221-25-000037
TABLE OF CONTENTS
| Potential Payments Upon Termination or Change in Control | 47 | | CEO Pay Ratio | 50 | | PAY VERSUS PERFORMANCE | 50 | | DIRECTOR COMPENSATION | 54 | | Director Compensation Highlights | 54 | | Director Compensation Program | 54 | | 2024 Director Compensation Table | 55 | | No Hedging or Pledging | 56 | | 2024-2025 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 |
ELECTION OF THE CLASS III DIRECTORS NAMED IN THIS PROXY STATEMENT
ELECTION OF THE CLASS III DIRECTORS NAMED IN THIS PROXY STATEMENT
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 three nominees named in this proxy statement as Class III directors, whose terms will expire at the annual meeting of stockholders to be held in 2028. 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 Rati Sahi Levesque, Chip Baird and James Miller for election to our Board as Class III directors at the Annual Meeting. The candidacies of Ms. Sahi Levesque and Messrs. Baird and Miller 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 Ms. Sahi Levesque and Messrs. Baird and Miller to our Board after considering each of their backgrounds, qualifications and professional experience. Each of Ms. Sahi Levesque and Messrs. Baird and Miller currently serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships between or among any of our executive officers, nominees or continuing directors.
General
| PROPOSAL ONE | TABLE OF CONTENTS |
Directors
Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:
Directors
| Class III Directors – Continuing Directors, Term Expiring at the 2025 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Rati Sahi Levesque | 44 | October 2024 | — | | Chip Baird | 53 | June 2018 | Corporate Governance and Nominating Committee* Compensation, Diversity and Inclusion Committee | | James Miller | 61 | May 2019 | Audit Committee |
Directors
| Class I Directors – Continuing Directors, Term Expiring at the 2026 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Caretha Coleman | 75 | August 2020 | Compensation, Diversity and Inclusion Committee* | | Karen Katz** | 68 | February 2021 | Audit Committee | | Carol Melton | 70 | August 2020 | Corporate Governance and Nominating Committee |
Directors
| Class II Directors – Continuing Directors, Term Expiring at the 2027 Annual Meeting | | | | | Name | Age | Director Since | Board Committee(s) | | Rob Krolik | 56 | January 2019 | Audit Committee* | | Niki Leondakis | 64 | April 2019 | Corporate Governance and Nominating Committee Compensation, Diversity and Inclusion Committee |
Directors
* Committee Chair ** Board Chair 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.
Directors
| PROPOSAL ONE | TABLE OF CONTENTS |
Director Nominees – Class III Directors
Director Nominees – Class III Directors Rati Sahi Levesque has served as our President since February 2021 and as our Chief Executive Officer and member of our Board since October 2024. Previously, Ms. Sahi Levesque served as our Chief Operating Officer from April 2019 until her appointment as Chief Executive Officer in October 2024. Ms. Sahi Levesque also served as our Co-Interim Chief Executive Officer from June 2022 to February 2023. Ms. Sahi Levesque served as our Chief Merchant from May 2012 to March 2019 and as our Director of Merchandise from May 2011 to May 2012. Prior to joining The RealReal, Ms. Levesque was the owner of Anica Boutique, a brick and mortar and online clothing store, from June 2005 to May 2011. Ms. Levesque holds a B.S. in Business Management Economics from the University of California, Santa Cruz. Ms. Sahi Levesque was selected to serve on our Board because of the perspective and experience she brings as our Chief Executive Officer and her deep knowledge of the Company, as the Company’s first employee. 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 from July 2010 to February 2018. Mr. Miller has served as an Executive Partner of Ethos Capital since March 2023 and as a Senior Advisor to BCG since January 2023. Mr. Miller currently serves on the boards of LivePerson (NASDAQ: LPSN), Brambles, LTD and on the boards of a number of private companies. 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.
Director Nominees – Class III Directors
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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 Chair 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.
Continuing Directors – Class I Directors
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Continuing Directors – Class II Directors
Continuing Directors – 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 presently 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 former chief financial officer of a publicly-traded company. 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 The Wolff Company, from March 2017 to July 2018, Ms. Leondakis served as Chief Executive Officer of Equinox Fitness Clubs at Equinox Holdings, a luxury fitness company. Ms. Leondakis also previously 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 for nearly a decade. 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. OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE CLASS III BOARD NOMINEES NAMED ABOVE.
Elements of Our 2024 Compensation Program
Elements of Our 2024 Compensation Program For 2024, the material elements of our executive compensation program were base salary, annual cash bonuses and equity-based LTI compensation in the form of both time-based restricted stock unit (“RSU”) awards and performance-based restricted stock unit awards (“PSU”) awards. “At risk,” incentive-based compensation in the form of an annual cash bonus and equity-based compensation represents the majority of each NEO’s total target direct compensation mix. As of the last measurement date, the Company qualified as a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K, and is permitted to provide scaled compensation disclosure as a result. However, we have chosen not to avail ourselves of the scaled disclosure and to provide fulsome disclosure in this CD&A and the compensation tables that follow.
Elements of Our 2024 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 2024 with graded vesting •PSUs granted to our NEOs with cliff vesting or significant service vesting conditions •Granted at competitive market levels |
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 our NEOs and reward them based on their achievement of performance goals established by our Board each fiscal year.
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 awards, the value of which fluctuates directly with our stock price performance, and PSU awards, the value of which fluctuates with our stock price and performance against pre-defined long-term financial goals.
Key Themes
| What We Heard | | What We Did | | Topic | Feedback | Company Responses | | Long-Term Incentive Awards | Consistent with prior years, stockholders emphasized the importance of LTI compensation, and performance-based LTI awards in particular. They were supportive of the continuation of our PSU program in 2024, which began in 2022. | Based on the positive feedback we received from our stockholders regarding our PSU program, we continued our PSU program in 2025 for certain of our NEOs and other executives. | | Executive Compensation Framework | In general, stockholders were pleased with the overall design and framework of our executive compensation program, including pay performance alignment. | We plan to continue stockholder outreach on an annual basis in order to ensure alignment between our executive compensation programs and stockholder interests. |
Base Salary
Base Salary In February 2024, our Compensation Committee reviewed the annual base salaries of our existing NEOs after considering a competitive market analysis prepared by its independent compensation consultant at the time, Compensia, Inc. (“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.
Annual Cash Bonuses
Annual Cash Bonuses
2024 Target Cash Bonus Opportunities
2024 Target Cash Bonus Opportunities In February 2024, 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. Our Compensation Committee determined to increase 2024 target bonus for Mr. Suko to from 50% of base salary in 2023 to 75% after considering a competitive market analysis. Ms. Sahi Levesque’s 2024 target bonus was increased from 75% of base salary in 2023 to 100% of base salary in October 2024 in connection with her promotion to Chief Executive Officer. These target annual cash bonus opportunities were expressed as a percentage of base salary, as follows:
2024 Target Cash Bonus Opportunities
| NEO | 2024 Target Bonus as Percentage of Base Salary (%) | | Rati Sahi Levesque(1) | 75; 100 | | Ajay Gopal(2) | 75 | | Todd Suko | 75 | | Chatelle Lynch | 75 | | Luke Friang | 50 | | John Koryl(3) | 100 | | Robert Julian(3) | 75 |
2024 Target Cash Bonus Opportunities
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2024 Target Cash Bonus Opportunities
(1) Ms. Sahi Levesque’s 2024 target annual bonus opportunity was increased from 75% to 100% in October 2024 in connection with her promotion to Chief Executive Officer in October 2024. (2) Mr. Gopal’s 2024 annual bonus was prorated based on his March 18, 2024 start date. (3) Messrs. Koryl and Julian did not earn 2024 annual bonuses in light of their separations of employment from the Company on October 28, 2024 and January 31, 2024, respectively. Mr. Julian served as an executive advisor from February 1, 2024 to June 30, 2024.
2024 Annual Cash Bonus Design and Metrics
2024 Annual Cash Bonus Design and Metrics In 2024, the Committee determined to return to an annual bonus plan with a single, year-end payment, after having established a special midyear milestone payment as part of our 2023 annual bonus program. The Compensation Committee determined that Adjusted EBITDA as the most appropriate metric for our 2024 annual bonus program because it captures progress toward profitability, top line company growth, appropriate management of operating expense, and the impact of strategic efforts made during the year. Additionally, this metric reflects the Company’s efforts on generating profitable supply and creating efficiencies. 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 and 2023 the Compensation Committee eliminated the individual performance goals metric for our CEO, President and Chief Operating Officer, and Chief Financial Officer. In 2024, the Compensation Committee eliminated the individual performance goals metric for our Chief Legal Officer and Chief People Officer as well. The 2024 annual bonus metrics for Mr. Friang were Adjusted EBITDA and individual performance goals, weighted 80% and 20%, respectively. 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 2024 based on operating budget, management of department fees, and leadership contributions to the executive team. The Compensation Committee determined the individual performance goal component for Mr. Friang was met at target. The 2024 annual cash bonus opportunities for our NEOs were based on the following metrics:
2024 Annual Cash Bonus Design and Metrics
| Bonus Metrics | Weighting | Description | | Adjusted EBITDA | 100% for all NEOs, except Mr. Friang at 80% | 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 | 20% for Mr. Friang only | Individual performance goals were established based on key objectives in support of the Company’s strategic goals and budget achievement for the applicable team. |
2024 Annual Cash Bonus Design and Metrics
Our NEOs were eligible to earn 0% to 200% of their 2024 target annual cash bonus opportunities with respect to the Adjusted EBITDA metric, measured as of December 31, 2024, as follows (subject to straight-line interpolation for performance achievement between threshold and max):
2024 Annual Cash Bonus Design and Metrics
| Bonus Metric | < Threshold (0% Payout | Threshold (50% Payout) | Target (100% Payout) | Stretch (150% Payout) | Max or > (200% Payout) | | Adjusted EBITDA ($ mm) | < -10 | -10 | 0 | 10 | 15 |
2024 Annual Cash Bonus Design and Metrics
(1) With respect to the non-GAAP measure of Adjusted EBITDA, reference is made to the “Adjusted EBITDA Reconciliation” under Part II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Performance levels were measured on a full-year basis as of December 31, 2024.
2024 Annual Cash Bonus Design and Metrics
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2024 Annual Cash Bonus Achievement
2024 Annual Cash Bonus Achievement In February 2025, our Board certified the following performance results for the 2024 annual bonus program, which resulted in the pay-out percentages summarized below:
2024 Annual Cash Bonus Achievement
| Bonus Metrics | Adjusted EBITDA Results ($ mm) | Level Achievement | Percentage Payment by Metric (%) | | Adjusted EBITDA(1) | 9.3 | Between Target and Stretch | 147 | | Individual Goals (Mr. Friang) | — | Target | 100 |
2024 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 II, Item 7, of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The following table summarizes the full year bonus payouts for each NEO:
2024 Annual Cash Bonus Achievement
| NEO | Total 2024 Bonus Payment ($) | | Rati Sahi Levesque(1) | 647,167 | | Ajay Gopal(2) | 435,277 | | Todd Suko | 496,125 | | Chatelle Lynch | 496,125 | | Luke Friang | 292,284 | | John Koryl(3) | — | | Robert Julian(3) | — |
2024 Annual Cash Bonus Achievement
(1) Ms. Sahi Levesque’s 2024 annual bonus was prorated based on her changes in base salary and bonus target connected with her promotion to Chief Executive Officer in October 2024. (2) Mr. Gopal’s 2024 annual bonus was prorated based on his March 18, 2024 start date. (3) Messrs. Koryl and Julian did not earn 2024 annual bonuses in light of their separations of employment from the Company on October 28, 2024 and January 31, 2024, respectively. Mr. Julian served as an executive advisor from February 1, 2024 to June 30, 2024.
Long-Term Incentive Compensation
Long-Term Incentive Compensation
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 2024, 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 or is earned. 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. At its February 2024 meeting, our Compensation Committee reviewed the value of annual RSU and PSU awards for each NEO after considering a competitive market analysis prepared by Compensia along with other factors that included outstanding and unvested equity awards for each NEO on a value and percentage
2024 RSU Awards
2024 RSU Awards Annual RSU Awards Our Compensation Committee typically grants annual RSU awards to our NEOs and other senior executives in the first fiscal quarter each year. In February 2024, our Board granted RSUs to Ms. Sahi Levesque and Messrs. Suko and Friang, which vest in 12 substantially equal quarterly installments over three years. When the awards were reviewed and discussed, the company stock was trading at $1.80 with a 30-day lookback price of $1.92. These awards were formally approved with a grant date of March 4, 2024, and values are reflected in the tables below based on the grant date price of $3.20 per share. Other RSU Grants Mr. Gopal and Ms. Lynch were granted inducement RSU awards in May 2024 and March 2024, respectively, pursuant to the terms of their respective offer letters. These awards vest 25% on the first anniversary of the vesting commencement date and in 12 equal quarterly installments over three additional years. In April 2024, Mr. Koryl was granted an RSU award that vests in three equal installments on an annual basis from the vesting commencement date. This award was granted in light of the company’s strong performance and progress toward its strategic objectives since Mr. Koryl joined as CEO, and the Committee determined it appropriate to include an incremental RSU award that more appropriately aligned realizable pay with performance. Ms. Sahi Levesque was granted an RSU award in respect of her promotion to Chief Executive Officer in October 2024. The award vests in 12 substantially equal quarterly installments over three years. All RSU awards are subject to vest based on the applicable NEO’s continuous service as of each vesting date and subject to acceleration upon certain events. Mr. Koryl’s outstanding LTI awards, including his 2024 RSU grant, were forfeited upon his October 28, 2024 termination.
Target Value of 2024 RSUs
Target Value of 2024 RSUs The following table sets forth the number of units and the grant date fair value of the RSU awards granted to our NEOs in 2024:
Target Value of 2024 RSUs
| Named Executive Officer | Total Number of RSUs (#) | Grant Date Fair Value of RSUs ($) | | Rati Sahi Levesque(1) | 1,700,000 | 5,240,000 | | Ajay Gopal(2) | 700,000 | 2,856,000 | | Todd Suko | 280,000 | 896,000 | | Chatelle Lynch(2) | 650,000 | 2,080,000 | | Luke Friang | 245,000 | 784,000 | | John Koryl(3) | 300,000 | 1,077,000 | | Robert Julian | — | — |
Target Value of 2024 RSUs
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Target Value of 2024 RSUs
(1) Comprised of (a) 450,000 RSUs granted on March 4, 2024 and (b) 1,250,000 RSUs granted on October 29, 2024 in respect of Ms. Sahi Levesque’s promotion to Chief Executive Officer, which, in each case, vest in 12 substantially equal quarterly installments following the applicable vesting commencement date. (2) The RSU awards granted to Mr. Gopal and Ms. Lynch were granted as a material inducement to their employment and were approved by the Board, 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. (3) Mr. Koryl’s outstanding LTI awards were forfeited upon his termination of employment on October 28, 2024.
2024 PSU Awards
2024 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 Compensation Committee made its initial grant of PSU awards to our NEOs in February 2022, and our Board continued the PSU program in 2023 and 2024. To further align our NEOs’ compensation with long-term value creation for our stockholders, the PSU metric for the annual 2024 PSU awards to Ms. Sahi Levesque and Messrs. Suko and Friang was free cash flow measured as of 2026 fiscal year end. Mr. Gopal’s new hire PSU award is eligible to vest based on stock price hurdles, similar to the 2023 PSU awards, discussed below. Ms. Sahi Levesque’s promotional PSU award is eligible to vest based on the same performance conditions as the annual 2024 PSUs.
Target Value of 2024 PSUs
Target Value of 2024 PSUs The target value of the 2024 PSU awards (calculated based on the Company’s closing stock price on the date of grant) comprised 48% of the value of the 2024 LTI awards for Ms. Sahi Levesque, including 50% of the LTI value for her promotion award to Chief Executive Officer; 44% for Mr. Gopal; and 30% for each of Messrs. Suko and Friang.
Target Value of 2024 PSUs
| Named Executive Officer | Total Number of PSUs (#)1 | Grant Date Fair Value of PSUs ($)2 | | Rati Sahi Levesque(3) | 1,550,000 | 4,960,000 | | Ajay Gopal(4) | 550,000 | 388,000 | | Todd Suko | 120,000 | 384,000 | | Chatelle Lynch | — | — | | Luke Friang | 105,000 | 336,000 | | John Koryl | — | — | | Robert Julian | — | — |
Target Value of 2024 PSUs
(1) Represents the number of PSUs that may be earned by each NEO if (a) with respect to Mr. Gopal’s 2024 PSU award, all service and performance conditions are satisfied and (b) with respect to our other NEOs’ 2024 PSU awards, all service and target 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 (a) with respect to Mr. Gopal’s 2024 PSU award, the probable performance outcome using a Monte Carlo valuation (threshold) and (b) with respect to our other NEOs’ 2024 PSU awards, the probable performance outcome of the performance conditions as of the date of grant (target performance). (3) Comprised of (a) 300,000 PSUs (at target) granted on March 4, 2024 and (b) 1,250,000 PSUs (at target) granted on October 29, 2024 in respect of Ms. Sahi Levesque’s promotion to Chief Executive Officer, in each case, assuming all service and target performance conditions are satisfied. (4) The PSU award granted to Mr. Gopal 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 in 2024 were granted under the Company’s 2019 Equity Incentive Plan.
Target Value of 2024 PSUs
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Performance and Service Conditions of 2024 PSUs
Performance and Service Conditions of 2024 PSUs In further support of our stockholders’ interests, the Company determined to use free cash flow as the metric for our 2024 PSU awards to align our executive team with the Company’s long-term focus on cash flow. The 2024 PSU awards granted to Ms. Sahi Levesque and Messrs. Suko and Friang are eligible to vest at the end of a three-year performance period based on (a) each NEO’s continuous employment with the Company through such three-year service period and (b) the Company’s achievement of a specified free cash flow metric as of December 31, 2026, as described below:
Performance and Service Conditions of 2024 PSUs
| PSU Metric | Description | | Free Cash Flow (unlevered) | The Company’s (i) net cash used in operating activities as reported on the Company’s 10-Q/10-K in the Statement of Cash Flows plus; (ii) interest paid on debt obligations less; (iii) purchased property and equipment and capitalized software development, with such calculations determined in accordance with GAAP or on a non-GAAP basis consistent with the Company’s practices (as determined by the Committee). |
Performance and Service Conditions of 2024 PSUs
Potential performance levels for these 2024 PSU awards are threshold (50% of target PSUs), target (100% of target PSUs), stretch (150% of target PSUs) and maximum (200% of target PSUs), as summarized below:
Performance and Service Conditions of 2024 PSUs
| | Level of Performance Achievement | | | | | Named Executive Officer | Threshold PSUs (#) | Target PSUs (#) | Stretch PSUs (#) | Maximum PSUs (#) | | Rati Sahi Levesque(1) | 775,000 | 1,550,000 | 2,325,000 | 3,100,000 | | Todd Suko | 60,000 | 120,000 | 180,000 | 240,000 | | Luke Friang | 52,500 | 105,000 | 157,500 | 210,000 |
Performance and Service Conditions of 2024 PSUs
(1) Comprised of (a) 300,000 PSUs (at target) granted on March 4, 2024 (150,000 PSUs at threshold, 450,000 PSUs at stretch, and 600,000 PSUs at maximum) and (b) 1,250,000 PSUs (at target) granted on October 29, 2024 (625,000 PSUs at threshold, 1,875,000 PSUs at stretch, and 2,500,000 PSUs at maximum) in respect of Ms. Sahi Levesque’s promotion to Chief Executive Officer, in each case, assuming all service and target performance conditions are satisfied. The terms and conditions of Mr. Gopal’s 2024 PSU award are summarized below under “Our New Chief Financial Officer.”
2024 PSU Award Achievement
2024 PSU Award Achievement With respect to the 2024 PSU awards granted to Ms. Sahi Levesque and Messrs. Suko and Friang, neither the service-based nor the performance-based vesting conditions were eligible to vest during 2024, and, as a result, no portion of their 2024 PSU awards vested during 2024. With respect to the 2024 PSU award granted to Mr. Gopal, as described below under “Our New Chief Financial Officer,” the performance conditions applicable to the $5.00 tranche were satisfied as of December 17, 2024, and the service conditions applicable to such tranche were satisfied on March 18, 2025, at which time the 100,000 PSUs subject to the $5.00 tranche fully vested and were settled. To align our NEOs’ compensation with the interests of our stockholders, the PSU metrics for the 2023 PSU awards and for Mr. Gopal’s 2024 new hire PSU award, discussed below under “Our New Chief Financial Officer,” were stock price hurdles. The 2023 PSU awards are eligible to vest over a five-year performance period based on (a) each NEO’s continuous employment with the Company through the applicable service period and (b) the Company’s stock price achievement, as summarized below:
2024 PSU Award Achievement
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2024 PSU Award Achievement
| Tranche(1) | PSUs Eligible to Vest(2) | Service Condition(3) | Performance Condition(4) ($) | | 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 |
2024 PSU Award Achievement
(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.
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:
2023 PSUs Eligible to Vest
| Named Executive Officer | Tranche 1 $5.00 Stock Price | Tranche 2 $7.50 Stock Price | Tranche 3 $10.00 Stock Price | Tranche 4 $15.00 Stock Price | | | Number of PSUs Eligible to Performance Vest (#) | Number of PSUs Eligible to Performance Vest (#) | Number of PSUs Eligible to Performance Vest (#) | Number of PSUs Eligible to Performance Vest (#) | | Rati Sahi Levesque | 50,000 | 50,000 | 50,000 | — | | Ajay Gopal(1) | — | — | — | — | | Todd Suko | 30,000 | 30,000 | 30,000 | — | | Chatelle Lynch | — | — | — | — | | Luke Friang | — | — | — | — | | John Koryl(2)(3) | 150,000 | 300,000 | 350,000 | 700,000 | | Robert Julian(3) | 50,000 | 50,000 | 50,000 | — |
2023 PSUs Eligible to Vest
(1) Mr. Gopal joined the Company on March 18, 2024, and his new hire PSU award is discussed under “Our New Chief Financial Officer” below. (2) 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. Only Mr. Koryl’s 2023 PSU award contains a fourth tranche, of which 700,000 PSUs were eligible to vest in the fourth tranche. (3) Mr. Koryl’s outstanding LTI awards were forfeited upon his termination of employment on October 28, 2024, and Mr. Julian’s outstanding LTI awards were forfeited upon his termination of service on June 30, 2024.
2023 PSUs Eligible to Vest
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2023 PSUs Eligible to Vest
On December 17, 2024, both the service-based and performance-based vesting conditions applicable to the $5.00 PSU tranche were satisfied, and the following PSUs vested in full:
2023 PSUs Eligible to Vest
| | Tranche 1 $5.00 Stock Price | | Named Executive Officer | Number of PSUs (#) | | Rati Sahi Levesque | 50,000 | | Todd Suko | 30,000 |
2023 PSUs Eligible to Vest
On February 20, 2025, both the service-based and performance-based vesting conditions applicable to the $7.50 PSU tranche were satisfied, and the following PSUs vested in full:
2023 PSUs Eligible to Vest
| | Tranche 2 $7.50 Stock Price | | Named Executive Officer | Number of PSUs (#) | | Rati Sahi Levesque | 50,000 | | Todd Suko | 30,000 |
2022 PSU Award Achievement
2022 PSU Award Achievement The 2022 PSU awards granted to Ms. Sahi Levesque and Messrs. Suko and Julian were eligible to (a) performance-vest over the three-year performance period, subject to annual gross merchandise value (“GMV”) and Adjusted EBITDA targets for each year of the performance period, and (b) service-vest at the end of a three-year service period, subject to the applicable executive’s continued service through the service vesting date. Ms. Sahi Levesque and Messrs. Suko and Julian were eligible to earn 0% to 150% of the PSU tranche with respect to the following GMV and Adjusted EBITDA metrics for 2024:
2022 PSU Award Achievement
| PSU Metrics | < Threshold ($) | Threshold ($) | Target ($) | Max or > ($) | | GMV | < 3.790,000,000 | 3,790,000,000 | 3,940,000,000 | 4,090,000,000 or > | | Adjusted EBITDA | < 25,000,000 | 25,000,000 | 55,000,000 | 85,000,000 or > |
2022 PSU Award Achievement
In February 2025, our Board certified the following performance results for 2024 for the performance-vesting component of the 2022 PSUs, which resulted in zero PSUs of the 2024 PSU tranche vesting based on performance for 2024:
2022 PSU Award Achievement
| PSU Metrics | 2024 Results ($) | PSU Achievement | | GMV | 1,830,000,000 | Below Threshold | | Adjusted EBITDA | 9,308,000 | Below Threshold |
2022 PSU Award Achievement
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2022 PSU Award Achievement
In 2025, the Company continued to grant PSU awards under the Company’s LTI program. The 2025 PSU awards are eligible to vest in one tranche based on the achievement of both a service-based vesting condition and a performance-based vesting condition as of fiscal year end 2027 tied to the achievement of specified free cash flow metrics. The Compensation Committee believes that the 2025 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 Newly Promoted Chief Executive Officer
Our Newly Promoted Chief Executive Officer In connection with her promotion to the role of Chief Executive Officer on October 28, 2024, the Company and Ms. Sahi Levesque entered into a promotion offer letter (the “Promotion Letter”), as of the same date, providing for an annual compensation package consisting of an increased base salary of $700,000 and an increased target bonus opportunity of 100% of base salary (prorated for 2024). In addition, the Promotion Letter provides for a one-time cash promotion bonus in the amount of $300,000, which is required to be repaid in its entirety on a non-qualifying termination of employment prior to the first anniversary of the promotion date or repaid as to 50% on a non-qualifying termination of employment between the first and second anniversary of the promotion date. The Promotion Letter also provides that Ms. Sahi Levesque will be granted two equity awards in connection with her promotion as follows: (a) 1,250,000 RSUs, which will vest in 12 substantially equal quarterly installments following the vesting commencement date set by the Board, subject to Ms. Sahi Levesque’s continuous employment with the Company through the applicable vesting date; and (b) 1,250,000 PSUs having the same performance conditions, service-based vesting requirements, and other terms and conditions as the PSUs granted to Ms. Sahi Levesque by the Company as part of her 2024 annual equity awards in her prior role, except that the service-based vesting date will be the third anniversary of the date of grant. Beginning in 2025, Ms. Sahi Levesque will also be eligible receive annual grants of long-term incentive awards at a level commensurate with her position. In light of her promotion awards, Ms. Levesque did not receive an annual refresh award during the first quarter 2025 grant cycle. Ms. Sahi Levesque and the Company also entered into an amended and restated severance and change in control agreement, pursuant to which Ms. Sahi Levesque will be eligible for the following severance benefits: (i) upon a qualifying termination during the three months prior to or twelve months following a change in control of the Company, (A) a lump sum cash severance payment equal to 1.5 times the sum of her base salary and target bonus (the “Severance Payment”), (B) a prorated target bonus for the year of termination (the “Prorated Bonus”), (C) a lump sum cash payment equal to the employer subsidy portion of her monthly healthcare insurance premiums for a period of 18 months (the “Healthcare Subsidy Payment”), and (D) accelerated vesting of all outstanding and unvested RSUs and accelerated vesting of outstanding and unvested PSUs based on target performance or (ii) upon a qualifying termination of employment at any other time, the Severance Payment, the Prorated Bonus and the Healthcare Subsidy Payment.
Our New Chief Financial Officer
Our New Chief Financial Officer 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 $300,000, payable on the first regularly scheduled pay date following Mr. Gopal’s start date with the Company. This sign-on bonus was intended to ensure his ability to start with the Company as early as possible by compensating Mr. Gopal for a portion of the value of the equity awards and cash bonuses that Mr. Gopal would forfeit upon leaving his previous employer. If Mr. Gopal is terminated by the Company for “cause” or resigns from the Company without “good reason” (as defined in the Offer Letter) (i) on or prior to March 18, 2025, he is required to repay the entire sign-on bonus or (ii) between March 18, 2025 and March 18, 2026, he is required to repay one-half of the sign-on bonus. Mr. Gopal is also eligible for severance at the non-CEO level under the Company’s standard severance and change in control agreement. In addition, in March 2024 the Company granted Mr. Gopal two inducement equity awards in accordance with the terms of his Offer Letter: (a) 700,000 RSUs, which will vest 25% on the first anniversary of the vesting commencement date and in 12 substantially equal quarterly installments thereafter, subject to Mr. Gopal’s continuous service with the Company through the applicable vesting date; and (b) 550,000 PSUs, which will be eligible to vest over a four-year performance period based on (i) Mr. Gopal’s continuous service with the Company and (ii) the Company’s stock price achievement, as summarized below:
Our New Chief Financial Officer
| PSUs Eligible to Vest (1) | Service Condition(2) | Performance Condition(3) ($) | | 100,000 | 12 months | 5.00 | | 100,000 | 24 months | 7.50 | | 150,000 | 36 months | 10.00 | | 200,000 | 48 months | 15.00 |
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. 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.
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 2024:
Compensation Peer Group
| 2024 Compensation Peer Group | | | | | a.k.a. Brands Holdings | Eventbrite | Polished.com | Stitch Fix | | Brilliant Earth Group | EverQuote | Porch Group | ThredUp | | CarParts.com | FIGS | Purple Innovation | Tilly’s | | Cars.com | J. Jill | Rent the Runway | TrueCar | | Duluth Trading Company | Movado Group | Revolve Group | |
Compensation Peer Group
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Compensation Peer Group
The following guiding criteria was used in establishing our compensation peer group:
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 our geographies |
Compensation Peer Group
Certain of our peer companies from 2023 were removed from our 2024 peer group due to revenue or market capitalization outside of our criteria or transformative transactions. Peer companies that were added to our 2024 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.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Compensia was engaged as the independent compensation consultant of our Compensation Committee from 2019 until August 2024. FW Cook has been engaged as the independent compensation consultant of our Compensation Committee since August 2024. Our Compensation Committee has analyzed under the applicable SEC rules and the relevant Nasdaq listing standards whether the work of FW Cook and Compensia as a compensation consultant, respectively, raises any conflict of interest and has determined that the work of FW Cook and Compensia, respectively, has not created any conflict of interest. FW Cook and, previously, Compensia review and advise 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.
Role of the Independent Compensation Consultant
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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, and in October 2024 our Board approved amendments thereto, 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.”
2024 Summary Compensation Table
2024 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:
2024 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 ($) | | Rati Sahi Levesque(6) President and Chief Executive Officer | 2024 | 540,385 | 300,000 | 10,000,000 | — | 647,167 | 8,459 | 11,496,401 | | | 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 | | Ajay Gopal(6) Chief Financial Officer | 2024 | 384,615 | 300,000 | 3,244,000 | — | 435,277 | 12,000 | 6,231,892 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Todd Suko(6) Chief Legal Officer and Secretary | 2024 | 450,000 | — | 1,280,000 | — | 496,125 | 12,000 | 2,238,125 | | | 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 | | Chatelle Lynch Chief People Officer | 2024 | 448,269 | — | 2,080,000 | — | 496,125 | 12,000 | 3,186,394 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Luke Friang(6) Chief Technology and Product Officer | 2024 | 424,577 | 260,000 | 1,120,000 | — | 292,284 | 2,000 | 2,098,861 | | | 2023 | 391,058 | 260,000 | 529,750 | — | 358,151 | 1,000 | 1,539,959 | | | 2022 | — | — | — | — | — | — | — | | John Koryl(6)(7) Former Chief Executive Officer | 2024 | 595,000 | — | 1,077,000 | — | — | 792,918 | 2,464,918 | | | 2023 | 619,231 | 300,000 | 2,246,000 | — | 1,261,918 | 1,000 | 4,428,149 | | | 2022 | — | — | — | — | — | — | — | | Robert Julian(6)(8) Former Chief Financial Officer | 2024 | 51,154 | — | — | — | — | 276,075 | 327,229 | | | 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 |
2024 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 (6). (3) Amounts reported in this column reflect the aggregate of (a) the grant date fair value of RSU awards granted in 2024, 2023 and 2022, computed in accordance with 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 PSU awards granted in 2024, 2023 and 2022, computed in accordance with FASB ASC Topic 718, and excluding estimate forfeitures, based on (i) with respect to the 2024 and 2022 PSU awards (other than Mr. Gopal’s 2024 PSU award), based on the probable performance outcome of the performance conditions as of the date of grant (target performance) and (ii) with respect to the 2023 PSU awards and Mr. Gopal’s 2024 PSU award, the probable performance outcome using a Monte Carlo valuation (threshold). The grant date fair value of the 2024 PSU awards if maximum performance is achieved is as follows for Ms. Sahi Levesque and Messrs. Gopal, Suko and Friang: $3,408,000, $1,949,500, $1,363,200, and $1,192,800. (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 and, with respect to 2024, an executive financial reimbursement program that reimburses up to $10,000 for financial-related services for Mses. Levesque and Lynch and Messrs. Gopal, Suko and Koryl and severance payable to Messrs. Koryl and Julian, as described in footnotes (7) and (8) below, respectively. (6) 2024 Sahi Levesque Promotion Bonus: Pursuant to the terms of Ms. Sahi Levesque’s Promotion Letter, entered into with the Company on October 28, 2024, Ms. Sahi Levesque was entitled to receive a one-time promotion bonus of $300,000, payable on the first regularly scheduled pay date following her promotion to Chief Executive Officer, subject to certain repayment conditions. This bonus payment is reflected under “Bonus” for 2024. 2024 Gopal Sign-On Bonus: Pursuant to the terms of Mr. Gopal’s Offer Letter, entered into with the Company on February 19, 2024, Mr. Gopal 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 amount is reflected under “Bonus” for 2024. 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.
2024 Summary Compensation Table
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2024 Summary Compensation Table
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. The second installment of Mr. Friang’s sign-on bonus is reflected under “Bonus” for 2024, and was paid out in January 2024 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 special bonus payments are reflected under “Bonus” for 2022, and were paid out in March 2023 in accordance with their terms. 2022 Julian Sign-On Bonus: 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 $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), subject to Mr. Julian’s continued employment through each applicable payment date and certain repayment conditions. The sign-on bonus payment earned in 2022 is reflected under “Bonus” for 2022. (7) In connection with Mr. Koryl’s termination of employment from the Company on October 28, 2024, pursuant to the terms of his Separation Agreement, Mr. Koryl received (a) $750,000 in cash severance and (b) a 12-month COBRA subsidy ($31,918). These severance payments are reflected under “All Other Compensation” for 2024. (8) In connection with Mr. Julian’s termination of employment from the Company on January 31, 2024, pursuant to the terms of his Transition and Separation Agreement, Mr. Julian received (a) one half of his annual base salary ($237,500) and (b) a six-month COBRA subsidy ($13,191), which are reflected under “All Other Compensation” for 2024, and (c) his 2023 full year annual bonus based on actual company performance achievement ($526,284), which is reflected under “Non-Equity Incentive Plan Compensation” for 2023, consistent with how 2023 full year bonuses are reported for the other NEOs. Mr. Julian earned a fee of $5,000 per month in respect of his role as executive advisor from February 1, 2024 through June 30, 2024 ($25,000 in total), which is reflected under “All Other Compensation” for 2024.
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table provides information on plan-based awards made in 2024 to each of our NEOs:
2024 Grants of Plan-Based Awards Table
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Rati Sahi Levesque | Cash Bonus | — | 220,125 | 440,249 | 880,498 | — | — | — | — | — | | | RSU | 3/4/2024 | — | — | — | — | — | — | 450,000 | 1,440,000 | | | RSU | 10/29/2024 | — | — | — | — | — | — | 1,250,000 | 3,800,000 | | | PSU | 3/4/2024 | — | — | — | 150,000 | 300,000 | 600,000 | — | 960,000 | | | PSU | 10/29/2024 | — | — | — | 625,000 | 1,250,000 | 2,500,000 | — | 3,800,000 | | Ajay Gopal | Cash Bonus | — | 148,054 | 296,107 | 592,214 | — | — | — | — | — | | | RSU | 5/8/2024 | — | — | — | — | — | — | 700,000 | 2,856,000 | | | PSU | 5/8/2024 | — | — | — | 100,000 | 550,000 | — | — | 388,000 | | Todd Suko | Cash Bonus | — | 168,750 | 337,500 | 675,000 | — | — | — | — | — | | | RSU | 3/4/2024 | — | — | — | — | — | — | 280,000 | 896,000 | | | PSU | 3/4/2024 | — | — | — | 60,000 | 120,000 | 240,000 | — | 384,000 |
2024 Grants of Plan-Based Awards Table
| COMPENSATION TABLES | TABLE OF CONTENTS |
2024 Grants of Plan-Based Awards Table
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chatelle Lynch | Cash Bonus | — | 168,750 | 337,500 | 506,250 | — | — | — | — | — | | | RSU | 3/4/2024 | — | — | — | — | — | — | 650,000 | 2,080,000 | | Luke Friang | Cash Bonus | — | 106,208 | 212,415 | 318,623 | — | — | — | — | — | | | RSU | 3/4/2024 | — | — | — | — | — | — | 245,000 | 784,000 | | | PSU | 3/4/2024 | — | — | — | 52,500 | 105,000 | 210,000 | — | 336,000 | | John Koryl | Cash Bonus | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | RSU | 4/8/2024 | — | — | — | — | — | — | 300,000 | 1,077,000 | | Robert Julian | — | — | — | — | — | — | — | — | — | — |
2024 Grants of Plan-Based Awards Table
(1) These columns represent the potential awards under our annual cash bonus program for 2024, as further discussed in the section named “Compensation Discussion and Analysis – 2024 Compensation Decisions – Annual Cash Bonuses.” The payments our NEOs earned under our annual cash bonus program for 2024 are reflected in the 2024 Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for 2024. (2) Each 2024 PSU award was granted under our 2019 Equity Incentive Plan or, in the case of Mr. Gopal’s award, granted outside of our equity plans as a material inducement to employment under Nasdaq Rule Listing Rule 5635(c)(4). Sahi Levesque, Suko and Friang 2024 PSU Awards: The 2024 PSU awards granted to Ms. Sahi Levesque and Messrs. Suko and Friang vest subject to the applicable executive’s continued service through the three-year service period and the Company’s free cash flow achievement at the end such three-year performance period, except that a portion of the 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 free cash flow measured as of December 31, 2026 and service-based vesting conditions, as further discussed in the section named “Compensation Discussion and Analysis – 2024 Compensation Decisions – Long-Term Incentive Compensation.” Gopal 2024 PSU Award: Mr. Gopal’s PSU award vests subject to his continued service through the applicable service period and the Company’s stock price achievement over a four-year performance period, except that a portion of the 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 – 2024 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 2024 RSU award granted to Ms. Sahi Levesque and Messrs. Suko, Friang and Koryl was granted under our 2019 Equity Incentive Plan and vests in 12 equal installments on a quarterly basis following the vesting commencement date or, with respect to Mr. Koryl’s 2024 RSU award, vests in three equal installments on an annual basis from the vesting commencement date. Each 2024 RSU award granted to Mr. Gopal and Ms. Lynch 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 2024 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 2024 RSU awards granted to our NEOs in 2024 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, (b) with respect to Mr. Gopal’s 2024 PSU award, the grant date fair value such PSU award, computed in accordance with FASB ASC Topic 718, and excluding estimate forfeitures, based on the probable performance outcome using a Monte Carlo valuation (threshold), and (c) with respect to Ms. Sahi Levesque’s, Mr. Suko’s and Mr. Friang’s 2024 PSU awards, the grant date fair value of such PSU awards computed in accordance with FASB ASC Topic 718, and excluding estimated forfeitures, based on the Company’s stock price on the date of grant and the probable performance outcome of the performance conditions as of the date of grant (target).
2024 Grants of Plan-Based Awards Table
| COMPENSATION TABLES | TABLE OF CONTENTS |
2024 Outstanding Equity Awards at Fiscal Year End Table
2024 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, 2024.
2024 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) | | Rati Sahi Levesque | 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 | — | — | — | — | | | 3/13/2021(3) | 2/20/2021 | — | — | — | — | 6,015 | 65,744 | — | — | | | 12/13/2021(3) | 11/20/2021 | — | — | — | — | 34,180 | 373,587 | — | — | | | 2/14/2022(3) | 2/20/2022 | — | — | — | — | 46,568 | 509,988 | — | — | | | 2/18/2022(4) | 1/1/2022 | — | — | — | — | — | — | 74,508 | 814,372 | | | 3/3/2023(5) | 2/20/2023 | — | — | — | — | 145,834 | 1,593,966 | — | — | | | 3/3/2023(6) | 2/20/2023 | — | — | — | — | — | — | 50,000 | 69,500 | | | 3/4/2024(5) | 2/20/2024 | — | — | — | — | 337,500 | 3,688,875 | — | — | | | 3/4/2024(7) | 2/20/2024 | — | — | — | — | — | — | 150,000 | 1,639,500 | | | 10/29/2024(5) | 11/20/2024 | — | — | — | — | 1,250,000 | 13,662,500 | — | — | | | 10/29/2024(7) | 11/20/2024 | — | — | — | — | — | — | 625,000 | 6,831,250 | | Ajay Gopal | 5/8/2024(8) | 2/20/2024 | — | — | — | — | 700,000 | 7,651,000 | — | — | | | 5/8/2024(4) | 2/20/2024 | — | — | — | — | — | — | 100,000 | 388,000 | | Todd Suko | 3/13/2021(3) | 2/20/2021 | — | — | — | — | 1,204 | 13,160 | — | — | | | 12/13/2021(3) | 11/20/2021 | — | — | — | — | 20,508 | 224,152 | — | — | | | 2/14/2022(3) | 2/20/2022 | — | — | — | — | 32,598 | 356,296 | — | — | | | 2/18/2022(4) | 1/1/2022 | — | — | — | — | — | — | 22,352 | 244,307 | | | 3/3/2023(5) | 2/20/2023 | — | — | — | — | 87,500 | 956,375 | — | — | | | 3/3/2023(6) | 2/20/2023 | — | — | — | — | — | — | 30,000 | 41,700 | | | 3/4/2024(5) | 2/20/2024 | — | — | — | — | 210,000 | 2,295,300 | — | — | | | 3/4/2024(7) | 2/20/2024 | — | — | — | — | — | — | 60,000 | 655,800 | | Chatelle Lynch | 3/4/2024(8) | 11/20/2023 | — | — | — | — | 487,500 | 5,328,375 | — | — | | Luke Friang | 3/3/2023(3) | 2/20/2023 | — | — | — | — | 182,813 | 1,998,146 | — | — | | | 3/4/2024(5) | 2/20/2024 | — | — | — | — | 183,750 | 2,008,388 | — | — | | | 3/4/2024(7) | 2/20/2024 | — | — | — | — | — | — | 52,500 | 573,825 |
2024 Outstanding Equity Awards at Fiscal Year End Table
| COMPENSATION TABLES | TABLE OF CONTENTS |
2024 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(9) | — | — | — | — | — | — | — | — | — | — | | Robert Julian(9) | — | — | — | — | — | — | — | — | — | — |
2024 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 ($10.93) as of the close of trading on December 31, 2024. (2) With respect to the PSUs granted in 2022 and the PSUs granted in 2024 to Ms. Sahi Levesque and Messrs. Suko and Friang, value is calculated by multiplying the number of PSUs that have not vested by the closing market price of our stock ($10.93) as of the close of trading on December 31, 2024. With respect to the PSUs granted in 2023 and the PSUs granted to Mr. Gopal in 2024, 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 in 16 equal quarterly installments, subject to the NEO’s continuous employment through the applicable vesting date. (4) 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. (5) This award vests in 12 equal quarterly installments, subject to the NEO’s continuous employment through the applicable vesting date. (6) 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, or, in the case of Mr. Gopal, a four-year performance period. (7) This award vests subject to the applicable executive’s continued service through the three-year service period and the Company’s free cash flow achievement at the end of a three-year performance period. (8) 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. (9) Messrs. Koryl and Julian have no outstanding awards due to their separations from the Company on October 28, 2024 and June 30, 2024, respectively. Mr. Julian transitioned from the role of Chief Financial Officer to executive advisor on February 1, 2024.
2024 Option Exercises and Stock Vested Table
2024 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 2024. With respect to the PSU awards granted in 2023 to Ms. Sahi Levesque and Mr. Suko, the tranche of PSUs subject to $5.00 stock price performance criteria vested on December 17, 2024. In addition, the table presents the value realized upon such exercises or vesting, as calculated, in the case of stock options, based on the difference between the closing price of the Company’s common stock on the date of exercise (or, in the event the date of exercise occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day) and the option exercise price and, in the case of PSU and RSU awards, based on the closing price per share of the Company’s common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day).
2024 Option Exercises and Stock Vested Table
| COMPENSATION TABLES | TABLE OF CONTENTS |
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Rati Sahi Levesque | 44,905 | 193,092 | 332,474 | 1,141,375 | | Ajay Gopal | — | — | — | — | | Todd Suko | — | — | 225,772 | 771,729 | | Chatelle Lynch | — | — | 162,500 | 719,875 | | Luke Friang | — | — | 203,437 | 609,341 | | John Koryl | — | — | 468,750 | 1,101,563 | | Robert Julian | — | — | 125,282 | 376,511 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
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 Messrs. Koryl and Julian, their Separation Agreement and Transition and Separation Agreement, respectively) if, on December 31, 2024, (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, 2024 and the Company’s closing stock price of $10.93 as of the same date. Qualifying Termination and Change in Control
Potential Payments Table
| Name | Cash Severance ($)(1) | Benefit Continuation ($)(2) | Options ($)(3) | RSUs ($)(4) | PSUs ($)(5) | Total ($) | | Rati Sahi Levesque | 2,190,249 | 2,636 | — | 19,893,660 | 18,577,415 | 40,663,960 | | Ajay Gopal | 1,171,107 | 9,668 | — | 7,651,000 | 6,011,500 | 14,843,275 | | Todd Suko | 1,125,000 | 30,033 | — | 3,845,283 | 2,130,272 | 7,130,588 | | Chatelle Lynch | 1,125,000 | 31,918 | — | 5,328,375 | — | 6,485,293 | | Luke Friang | 853,590 | 30,033 | — | 4,006,534 | 1,147,650 | 6,037,807 |
Potential Payments Table
(1) Represents (a) 1.5 times base salary and target annual cash bonus opportunity for Ms. Sahi Levesque and 1.0 times base salary and target annual cash bonus opportunity for Messrs. Gopal, Suko and Friang and Ms. Lynch and (b) a prorated portion of the 2024 target annual cash bonus opportunity (assuming 100% of days worked during 2024, prorated for Mr. Gopal’s March 18, 2024 start date). (2) Represents (a) an 18-month COBRA subsidy for Ms. Sahi Levesque and (b) a 12-month COBRA subsidy for Messrs. Gopal, Suko and Friang and Ms. Lynch. (3) Ms. Sahi Levesque’ outstanding options were fully vested as of December 31, 2024 and, as a result, are not ascribed any value. Messrs. Gopal, Suko, Friang Koryl and Julian and Ms. Lynch did not hold any stock options as of December 31, 2024. (4) Represents full acceleration of unvested RSUs. (5) Represents full acceleration of unvested PSUs based on target performance.
Potential Payments Table
| COMPENSATION TABLES | TABLE OF CONTENTS |
Potential Payments Table
Qualifying Termination
Potential Payments Table
| Name | Cash Severance ($)(1) | Benefit Continuation ($)(2) | Options ($) | RSUs ($) | PSUs ($) | Total ($) | | Rati Sahi Levesque | 2,190,249 | 2,636 | — | — | — | 2,192,885 | | Ajay Gopal | 1,171,107 | 9,668 | — | — | — | 1,180,775 | | Todd Suko | 1,125,000 | 30,033 | — | — | — | 1,155,033 | | Chatelle Lynch | 1,125,000 | 31,918 | — | — | — | 1,156,918 | | Luke Friang | 639,865 | 15,017 | — | — | — | 654,882 | | John Koryl(3) | 750,000 | 31,918 | — | — | — | 781,918 | | Robert Julian(3) | 237,500 | 13,191 | — | — | — | 250,691 |
Potential Payments Table
(1) Represents (a) 1.5 times base salary and target annual cash bonus opportunity for Ms. Sahi Levesque, 1.0 times base salary and target annual cash bonus opportunity for Messrs. Gopal and Suko and Ms. Lynch, and 0.5 times base salary and target annual cash bonus opportuntiy for Mr. Friang and (b) a prorated portion of the 2024 target annual cash bonus opportunity (assuming 100% of days worked during 2024, prorated for Mr. Gopal’s March 18, 2024 start date). (2) Represents a 12-month COBRA subsidy for Ms. Sahi Levesque and Messrs. Gopal, Suko and Friang and Ms. Lynch. For Mr. Koryl, represents a 12-month COBRA subsidy. For Mr. Julian, represents a six-month COBRA subsidy. (3) As described above, Mr. Koryl’s employment terminated effective October 28, 2024, and Mr. Julian’s employment terminated effective January 31, 2024. As permitted by SEC guidance, the amounts shown are the actual amounts Messrs. Koryl and Julian each received in connection with their terminations pursuant to Mr. Koryl’s Separation Agreement and 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.
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 2024 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, 2024 as the measurement date. As of such date, the Company had 3,011 employees, all of which were employed in the United States. We included all full-time and part-time employees and excluded our CEO, Rati Sahi Levesque, and all independent contractors and leased employees. 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 2024 Form W-2, annualizing total cash compensation for any employee that commenced employment during 2024. 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 2024, the median of the annual total compensation of our employees (other than Ms. Sahi Levesque) was $45,168. The annual total compensation of our CEO, based on total compensation payable since her appointment as CEO on October 28, 2024 and then annualized, was $9,000,000. Based on this information, the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all employees was 199:1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay vs. Performance
Pay vs. Performance As required by SEC rules, the following tables set forth required information regarding the relationship between compensation paid to our CEO, who is our principal executive officer (“PEO”), and our other NEOs, calculated in accordance with SEC regulations, and the Company’s financial performance for fiscal years 2024, 2023 and 2022. As of the last measurement date, the Company qualified as a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K, and has provided scaled pay versus performance disclosure as permitted by and in accordance with SEC rules. For information regarding decisions made by our Compensation Committee with respect to executive compensation, refer to our CD&A.
Pay vs. Performance
| | Rati Sahi Levesque(1) | | John Koryl(1) | | Robert Julian(1) | | Julie Wainwright(1) | | Average Summary Compen- sation Table Total for Non-PEO NEOs(4) ($) | 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) ($) | | Year | Summary Compen- sation Table Total for PEO ($)(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) ($) | | | | | | 2024 | 11,496,401 | 41,753,414 | 2,464,918 | 5,569,168 | 327,229 | 327,229 | — | — | 3,438,818 | 9,843,894 | 94.14 | 134,202,000 | | 2023 | 2,045,929 | 2,617,004 | 4,428,149 | 7,709,649 | 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 |
Pay vs. Performance
(1) Ms. Sahi Levesque was promoted to the role of the Company’s CEO on October 28, 2024. Mr. Koryl served as the Company’s CEO from February 6, 2023 to October 28, 2024. 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 and Ms. Sahi Levesque for fiscal year 2024; Mr. Koryl, Ms. Sahi Levesque and Mr. Julian for fiscal year 2023; and Ms. Sahi Levesque, Mr. Julian and Ms. Wainwight, respectively, in the Summary Compensation Table for fiscal year 2022. (3) The dollar amounts reported represent the amount of “compensation actually paid” to Ms. Sahi Levesque, Mr. Koryl, 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 for Ms. Sahi Levesque, Mr. Koryl, 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 2024, 2023 and 2022. For 2024, our non-PEO NEOs included: Ajay Gopal, Todd Suko, Chatelle Lynch, Luke Friang, and Robert Julian. For 2023, our non-PEO NEOs included: Todd Suko and Luke Friang. For 2022, our non-PEO NEOs included: Todd Suko 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 2024, 2023 and 2022, 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 2024, the closing price of our common stock on December 29, 2023 was $2.01 (the last trading day preceding December 31, 2023), and the closing price of our common stock on December 31, 2024 was $10.93. 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 $1.25. (7) Reflects net income (loss) reflected in the Company’s audited financial statements for the applicable year.
Pay vs. Performance
| PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |
Pay vs. Performance
To calculate the amounts in the “Compensation Actually Paid to PEO” columns in the table above, the following amounts were deducted from and added to (as applicable) each of our PEO’s “Total” compensation as reported in the Summary Compensation Table:
Pay vs. Performance
| PEO: Rati Sahi Levesque | | | | | | | | | Year | Summary Compensation Table Total for PEO ($) | 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 ($) | Compensation Actually Paid to PEO ($) | | 2024 | 11,496,401 | 10,000,000 | 34,292,875 | 2,124,595 | 427,875 | 3,411,668 | 41,753,414 | | 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) |
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 ($) | | 2024 | 2,464,918 | 1,077,000 | — | — | — | 4,181,250 | 5,569,168 | | 2023 | 4,428,149 | 2,246,000 | 5,527,500 | — | — | — | 7,709,649 | | 2022 | — | — | — | — | — | — | — |
Pay vs. Performance
(1) Represents the grant date fair value of the equity awards to our PEO, as reported in the Summary Compensation Table. To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:
Pay vs. Performance
| Non-PEO NEOs | | | | | | | | | Year | Summary Compensation Table Total for Non-PEO NEOs ($) | Reported Value of Equity Awards 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 ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,438,818 | 2,395,000 | 6,438,453 | 670,446 | 304,766 | 1,386,411 | 9,843,894 | | 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) |
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.
Pay vs. Performance
| PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee director compensation program aims to align our non-employee directors’ interests with the long-term interests of our stockholders and to recognize the substantial investment of time and expertise necessary for our directors to discharge their duties to oversee the Company’s affairs. The focus of this section is on the Company’s compensation philosophies and programs for our non-employee directors in 2024.
Director Compensation Highlights
Director Compensation Highlights •Fees for Board and 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 •Prohibition on hedging and pledging by our non-employee directors •No additional compensation paid to employee directors for director service
Director Compensation Program
Director Compensation Program Under our non-employee director compensation 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. Our Board Chair and 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 2024, our non-employee director compensation program consisted of the following compensation elements:
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 | | Board and Committee Chair Retainers | | | •Board Chair | •$30,000 in cash | | •Audit | •$20,000 in cash | | •Compensation, Diversity & Inclusion | •$14,000 in cash | | •Corporate Governance & Nominating | •$8,000 in cash | | | Board and committee chair retainers are payable in equal quarterly installments in arrears and prorated for any partial quarter or year of service |
Director Compensation Program
| DIRECTOR COMPENSATION | TABLE OF CONTENTS |
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 $165,000, which vests on the earlier of (a) the first anniversary of the grant date of such award or (b) the date immediately preceding the next annual meeting of Company’s stockholders, subject to the non-employee director’s continued service through the applicable vesting date •Initial equity awards are prorated for any partial year of service •Directors may elect to defer their RSU awards to a future settlement date and/or to convert their cash retainer fees into deferred RSUs | | Stock Ownership Guidelines | •Each non-employee director is expected to own shares valued at five times the annual Board service retainer fees •Shares underlying RSU awards held by the non-employee directors (whether or not vested) will be counted toward satisfaction of the guidelines •Ownership levels must be achieved within five years from the date upon which an individual becomes a non-employee director •In the event that the annual retainer fee is increased, directors will have one year to meet the new ownership guidelines |
2024 Director Compensation Table
2024 Director Compensation Table The following table sets provides information on the compensation of our non-employee directors for 2024:
2024 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Chip Baird | 43,000 | 165,000 | 208,000 | | Caretha Coleman | 49,000 | 165,000 | 214,000 | | Karen Katz(3)(4) | 60,879 | 165,000 | 225,879 | | Robert Krolik | 55,000 | 165,000 | 220,000 | | Niki Leondakis | 35,000 | 165,000 | 200,000 | | Carol Melton | 35,000 | 165,000 | 200,000 | | James Miller(4) | 35,000 | 165,000 | 200,000 |
2024 Director Compensation Table
(1) Neither our current CEO Ms. Sahi Levesque nor our former CEO Mr. Koryl earned any additional compensation in respect of their roles as employee directors. See the “Summary Compensation Table” for a description of the compensation Ms. Sahi Levesque and Mr. Koryl earned in respect of each of their roles as CEO. (2) Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of the RSU awards granted in 2024, 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 $3.24, which was the closing stock price for the Company’s common stock on the date of grant (July 24, 2024). (3) Ms. Katz’s annual Board Chair retainer fee was prorated based on her February 20, 2024 appointment. (4) Elected to defer settlement of the 2024 RSU award pursuant to the Director RSU Deferral Program.
2024 Director Compensation Table
| DIRECTOR COMPENSATION | TABLE OF CONTENTS |
2024 Director Compensation Table
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, 2024:
2024 Director Compensation Table
| Name | Options (#) | RSUs (#) | | Chip Baird | — | 50,925 | | Caretha Coleman | — | 50,925 | | Karen Katz | — | 50,925 | | Robert Krolik | 20,000 | 50,925 | | Niki Leondakis | 20,000 | 50,925 | | Carol Melton | — | 50,925 | | James Miller | 20,000 | 50,925 |
2024-2025 Director Compensation
2024-2025 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.
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.