DEF 14A of Maplebear Inc., Apr 17, 2024

DEF 14A of Maplebear Inc.

Filed Apr 17, 2024 · FY20230001579091-24-000044

Open on EDGAR

  1. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  2. Our Board of Directors

    Our Board of Directors The following table sets forth, for the Class I director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 5, 2024:

  3. Our Board of Directors

    | Name | Age | Independent(2) | Title | | Class I Director Nominees(1) | | | | | Fidji Simo | 38 | | Chief Executive Officer and Chair | | Victoria Dolan | 64 | ☑ | Director | | Class II Directors(1) | | | | | Ravi Gupta | 42 | ☑ | Director | | Frank Slootman | 65 | ☑ | Director | | Daniel Sundheim | 47 | ☑ | Director | | Class III Directors(1) | | | | | Meredith Kopit Levien | 53 | ☑ | Director | | Michael Moritz | 69 | ☑ | Director | | Lily Sarafan* | 42 | ☑ | Director | | * Lead Independent Director. (1)Class I director nominees are up for election at the Annual Meeting for a term expiring at the 2027 annual meeting of stockholders. Class II directors will continue in office until the 2025 annual meeting of stockholders. Class III directors will continue in office until the 2026 annual meeting of stockholders. (2)As defined in the listing standards of The Nasdaq Stock Market. | | | |

  4. Our Board of Directors

    Set forth below is biographical information for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our Board of Directors to recommend them for board service. After providing several years of dedicated and valuable service, Jeffrey Jordan and Barry McCarthy will retire from and not stand for re-election to our Board of Directors when their terms expire at the Annual Meeting and are not represented in the following biographical disclosures.

  5. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting

  6. Nominees for Election at the Annual Meeting

    | | Fidji Simo. Ms. Simo has served as our Chief Executive Officer since August 2021, a member of our Board of Directors since January 2021, Chair of our Board of Directors since September 2023, and our President since December 2021. From January 2011 to August 2021, Ms. Simo served in various roles at Meta Platforms, Inc. (formerly Facebook, Inc.), a social networking company, including as Head of the Facebook App since March 2019, where she led a team of 6,000 people and was responsible for the development of Facebook, the flagship product of Meta. From 2007 to 2011, Ms. Simo served as Strategy Manager at eBay, Inc., an eCommerce company. Ms. Simo currently serves on the boards of directors of Shopify Inc., an eCommerce platform, and OpenAI, L.L.C., an artificial intelligence research and deployment company. Ms. Simo holds a Masters of Management from HEC Paris and spent the last year of her Masters program at the University of California, Los Angeles Anderson School of Management. Ms. Simo was selected to serve on our Board of Directors because of her deep product expertise as a senior executive at a major technology company. |

  7. Nominees for Election at the Annual Meeting

    | | Victoria Dolan. Ms. Dolan has served as a member of our Board of Directors since April 2024. Ms. Dolan served as Chief Financial Officer of Revlon, Inc., a personal care products company, from March 2018 to September 2022. From 2016 to 2018, Ms. Dolan served as Chief Transformation Officer of Colgate-Palmolive Company, a consumer products company, for which she also served as Corporate Controller and Principal Accounting Officer from 2011 to 2017 and as Vice President, Finance and Strategic Planning, European and South Pacific Division from 2008 to 2011. Before joining Colgate, Ms. Dolan held multiple management positions with Marriott International, Inc., a hospitality company, most recently as Executive Vice President and Chief Financial Officer of Marriott Vacation Club International, and The Coca-Cola Company, a beverage company. Ms. Dolan currently serves on the board of directors of Stericycle, Inc., a provider of regulated waste management and compliance services. On June 15, 2022, Revlon, Inc. and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Ms. Dolan holds a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. Ms. Dolan was selected to serve on our Board of Directors because of her experience as a chief financial officer of a large multinational company, experience with consumer product companies, and detailed knowledge regarding complex financial reporting matters. |

  8. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

  9. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | Ravi Gupta. Mr. Gupta has served as a member of our Board of Directors since September 2023. Since November 2019, Mr. Gupta has served as a Partner at Sequoia Capital, a venture capital firm. From October 2015 to November 2019, Mr. Gupta served as our Chief Financial Officer, and from December 2016 to November 2019, Mr. Gupta also served as our Chief Operating Officer. From 2005 to 2015, Mr. Gupta served in a number of roles at Kohlberg Kravis Roberts & Co. L.P, a global investment firm, most recently as a director. Mr. Gupta currently serves on the boards of directors of a number of private companies. Mr. Gupta holds a B.S. from Duke University. Mr. Gupta was selected to serve on our Board of Directors because of his extensive financial and business expertise and his experience as an executive or director at high-growth technology companies. |

  10. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | Frank Slootman. Mr. Slootman has served as a member of our Board of Directors since January 2021. Since April 2019, Mr. Slootman has served as Chairman of the board of directors of Snowflake Inc., a cloud-based data warehousing company, for which he also served as Chief Executive Officer from April 2019 to February 2024. From 2016 to 2018, Mr. Slootman served as Chairman of the board of directors of ServiceNow, Inc., an enterprise IT cloud company. From 2011 to 2017, Mr. Slootman served as President and Chief Executive Officer and as a member of the board of directors of ServiceNow, Inc. During 2011, Mr. Slootman served as a Partner of Greylock Partners, a venture capital firm. From 2009 to 2011, Mr. Slootman served as President of the Backup Recovery Systems Division at EMC Corporation, a computer data storage company, and then as an advisor from 2011 to 2012. From 2003 until its acquisition by EMC Corporation in 2009, Mr. Slootman served as President and Chief Executive Officer of Data Domain Corporation, an electronic storage solution company. Mr. Slootman previously served as a member of the board of directors of Pure Storage, Inc., from 2014 to 2020, and Imperva, Inc., from 2011 to 2016. Mr. Slootman holds undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. Mr. Slootman was selected to serve on our Board of Directors because of his experience as an executive and board member at several private and public high-growth technology companies. |

  11. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | Daniel Sundheim. Mr. Sundheim has served as a member of our Board of Directors since June 2020. Since 2018, Mr. Sundheim has served as the Founder and Chief Investment Officer of D1 Capital Partners L.P., an investment management firm. From 2002 to 2017, Mr. Sundheim served in various capacities at Viking Global Investors, an investment management firm, including as an analyst from 2002 to 2005, a portfolio manager from 2005 to 2010, as Co-Chief Investment Officer from 2010 to 2014, and as Chief Investment Officer from 2014 to 2017. Mr. Sundheim holds a B.S. in Economics from the Wharton School of the University of Pennsylvania. Mr. Sundheim was selected to serve on our Board of Directors because of his extensive financial and business expertise. |

  12. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  13. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | | Meredith Kopit Levien. Ms. Kopit Levien has served as a member of our Board of Directors since October 2021. Since September 2020, Ms. Kopit Levien has served as President and Chief Executive Officer of The New York Times Company, a media company, for which she previously served as Executive Vice President and Chief Operating Officer from June 2017 to September 2020, Executive Vice President and Chief Revenue Officer from 2015 to 2017, and Executive Vice President, Advertising from 2013 to 2015. Ms. Kopit Levien currently serves on the board of directors of The New York Times Company. Ms. Kopit Levien holds a B.A. from the University of Virginia. Ms. Kopit Levien was selected to serve on our Board of Directors because of her extensive experience in the media and advertising industries. |

  14. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | | Michael Moritz. Mr. Moritz has served as a member of our Board of Directors since June 2013. Mr. Moritz currently serves as Senior Advisor to Sequoia Heritage, a private investment partnership, and from 1986 to July 2023, Mr. Moritz served as a Partner at Sequoia Capital, a venture capital firm. Mr. Moritz currently serves on the boards of directors of a number of private companies, including Klarna Inc., a financial technology company, and Formation Bio, Inc., a pharmaceutical company. Mr. Moritz previously served on the boards of directors of, among others, PhenomeX, Inc. (acquired by Bruker Corporation), a biotherapeutics company, from 2015 to 2023, LinkedIn Corporation, a professional networking company, Green Dot Corporation, a financial technology company, PayPal Holdings, Inc., a digital payments company, Google, a multinational technology company, and Yahoo!, Inc., a web services provider and digital media company. Mr. Moritz holds a bachelor’s degree in History from Christ Church, Oxford and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Moritz was selected to serve on our Board of Directors because of his extensive experience in the investment industry, his knowledge of technology companies, and his service on the boards of directors of various private and public companies. |

  15. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | | Lily Sarafan. Ms. Sarafan has served as a member of our Board of Directors since October 2021 and as our Lead Independent Director since October 2022. Since December 2020, Ms. Sarafan has served as Executive Chair of TheKey LLC, a premium provider of in-home care, for which she previously served as Chief Executive Officer since she co-founded the company in February 2005 until December 2020. Ms. Sarafan holds a B.S. in Science, Technology, and Society from Stanford University and an M.S. in Management Science and Engineering from Stanford University. Ms. Sarafan was selected to serve on our Board of Directors because of her extensive experience as a founder and executive. |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. Non-Employee Director Compensation

    Non-Employee Director Compensation We have adopted a non-employee director compensation policy, pursuant to which each member of our Board of Directors who is not also serving as an employee of or consultant to Instacart or any of its subsidiaries receives the compensation described below. This policy may be amended or waived at any time in the sole discretion of our Board of Directors or our Compensation Committee.

  18. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our directors for the year ended December 31, 2023 for service as directors, other than Fidji Simo, our Chief Executive Officer, who is also a member of our Board of Directors but did not receive any additional compensation for service as a director, and Victoria Dolan, who was appointed to our Board of Directors on April 12, 2024. The compensation of Ms. Simo as a named executive officer is set forth below under “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.”

  19. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(7) | Option Awards ($)(7) | Total ($) | | Ravi Gupta(2) | 14,864 | 249,990 | — | 264,854 | | Jeffrey Jordan(3) | 50,000 | —(4) | — | 50,000 | | Meredith Kopit Levien | 85,000 | —(4) | — | 85,000 | | Barry McCarthy(5) | 75,000 | —(4) | — | 75,000 | | Michael Moritz | 80,000 | —(4) | — | 80,000 | | Lily Sarafan | 92,500 | —(4) | — | 92,500 | | Frank Slootman | 50,000 | —(4) | — | 50,000 | | Daniel Sundheim | 60,000 | —(4) | — | 60,000 | | Apoorva Mehta(6) | 29,620 | —(4) | — | 29,620 | | (1)Aggregate grant-date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the 2023 Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our directors. (2)Mr. Gupta was appointed to our Board of Directors on September 19, 2023, which was one business day following the closing of our initial public offering. (3)Mr. Jordan will retire from and not stand for re-election to our Board of Directors when his term expires at the Annual Meeting. (4)In February 2023, each then-serving non-employee director was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes a performance condition) and service-based vesting conditions. As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant-date fair values of each of these RSU awards was $289,242, computed in accordance with ASC Topic 718. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our directors. (5)Mr. McCarthy will retire from and not stand for re-election to our Board of Directors when his term expires at the Annual Meeting. (6)Mr. Mehta became a non-employee director in February 2023. Mr. Mehta resigned from our Board of Directors, including as Chairperson, on September 18, 2023, immediately prior to the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, at which point Ms. Simo was appointed Chair of our Board of Directors. (7)The following table sets forth the aggregate number of shares underlying outstanding stock options (vested and unvested) and unvested stock awards held by our directors, other than Fidji Simo, as of December 31, 2023: | | | | |

  20. Director Compensation Table

    | Name | Number of Shares Underlying Stock Options (#) | Number of Shares Underlying Unvested RSUs (#) | | Ravi Gupta | — | 8,333 | | Jeffrey Jordan | — | 4,142 | | Meredith Kopit Levien | — | 4,142 | | Barry McCarthy | — | 4,142 | | Michael Moritz | — | 4,142 | | Lily Sarafan | — | 4,142 | | Frank Slootman | — | 4,142 | | Daniel Sundheim | — | 4,142 | | Apoorva Mehta(a) | 4,866,785 | — | | (a) Mr. Mehta resigned from our Board of Directors, including as Chairperson, on September 18, 2023, immediately prior to the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, at which point Ms. Simo was appointed Chair of our Board of Directors. | | |

  21. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board of Directors currently consists of ten members and is divided into three classes. Each class consists of approximately one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal. Our directors are divided into the three classes as follows: ●the Class I directors are Jeffrey Jordan, Barry McCarthy, Victoria Dolan, and Fidji Simo, whose terms will expire at the Annual Meeting; ●the Class II directors are Ravi Gupta, Frank Slootman, and Daniel Sundheim, whose terms will expire at the annual meeting of stockholders to be held in 2025; and ●the Class III directors are Meredith Kopit Levien, Michael Moritz, and Lily Sarafan, whose terms will expire at the annual meeting of stockholders to be held in 2026. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Any vacancies on our Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of our Board of Directors, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation or removal. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Instacart. Ms. Dolan and Ms. Simo are currently members of our Board of Directors, and, at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for re-election to serve as a Class I director. Each of these nominees has agreed to stand for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2027 and until their successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which our Board of Directors does not expect to occur), proxies may be voted by the proxyholders in accordance with the recommendation of our Board of Directors. Mr. Jordan and Mr. McCarthy are retiring from our Board of Directors at the Annual Meeting and will not stand for re-election when their terms expire at the Annual Meeting. Accordingly, the size of our Board of Directors will be automatically reduced from ten directors to eight directors at the conclusion of the Annual Meeting. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF VICTORIA DOLAN AND FIDJI SIMO AS CLASS I DIRECTOR NOMINEES.

  22. Executive Summary

    Executive Summary At Instacart, we are powering the future of grocery through technology. We want to enable any retailer, large or small, to drive success both online and in-store and serve customers in all the ways they choose to shop. To do this, we have spent more than a decade investing in purpose-built technologies that can solve a wide array of complex challenges in grocery. We remain relentlessly focused on driving profitable growth and are investing in our talent, technologies, and products so that we can continue to generate more value for consumers, retailers, brands, and shoppers and, as we do that, for stockholders as well.

  23. Business Highlights

    Business Highlights Fiscal Year 2023 Company Financial Performance As the leading grocery technology company in North America, we are deeply committed to driving more value for all four sides of the Instacart marketplace: customers, retailers, brands, and shoppers. In fiscal year 2023, we expanded our lead in selection and quality while making our service faster and more affordable for consumers. As a result, our service is the best it has ever been. This showed up in our solid fiscal year 2023 financial results, which demonstrated ongoing momentum in order and GTV growth and expanding profitability as highlighted below. ●GTV of $30,322 million, representing a compound annual growth rate (“CAGR”) of 10% since 2021. ●Orders of 269.2 million, representing a 10% CAGR since 2021. ●Total revenue of $3,042 million, representing a 29% CAGR since 2021 as well as 10.0% of 2023 GTV. ●GAAP gross profit of $2,278 million, representing a 36% CAGR since 2021 as well as 7.5% of 2023 GTV and 75% of 2023 total revenue. ●GAAP net loss of $1,622 million, representing 5.3% of 2023 GTV and 53% of 2023 total revenue, was down $2,050 million year-over-year, reflecting a $2,723 million increase in stock-based compensation (“SBC”), which was significantly elevated in the quarter of our initial public offering,(1) and a prior year benefit from the release of the vast majority of our deferred tax valuation allowance.(2) ●Adjusted EBITDA of $641 million, representing a 334% CAGR since 2021 as well as 2.1% of 2023 GTV and 21% of 2023 total revenue.(3) (1)In fiscal year 2023, we expensed $2,756 million of SBC primarily associated with the cumulative vesting of certain equity awards in connection with our initial public offering related to grants made before we became a public company, compared to $33 million of SBC in fiscal year 2022. (2)GAAP net income in fiscal year 2022 included a $358 million tax benefit from the release of our valuation allowance on our deferred tax assets in the United States. (3)To supplement our consolidated financial statements prepared and presented in accordance with GAAP, we use adjusted EBITDA, a non-GAAP measure, to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes. For a full reconciliation of adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Adjusted EBITDA, Adjusted EBITDA as a Percent of GTV, and Adjusted EBITDA Margin” of the 2023 Annual Report.

  24. Business Highlights

    Fiscal Year 2023 Company Compensation Highlights Highlights of our fiscal year 2023 executive compensation program include: ●Base Salary. Our Compensation Committee did not change the base salaries for any of our named executive officers from fiscal year 2022 levels. ●No Annual Cash Bonus. We did not maintain any formal performance cash bonus plan for our named executive officers with respect to fiscal year 2023. ●Annual Equity Awards. We granted the majority of our named executive officers’ total direct compensation in the form of RSUs, to promote our long-term success by aligning executives’ interests with those of our stockholders and focusing on sustained performance and company growth. A portion of the annual refresh RSU award described below was granted as a restricted cash award to help reduce our equity dilution. ●Recoupment Policy. Our Compensation Committee adopted a compensation recoupment policy applicable to our current and former executive officers, aligned with SEC and Nasdaq rules. See the section titled “—Other Compensation Policies and Practices—Recoupment Policy” for additional information.

  25. Compensation Philosophy and Objectives

    | What We Do | What We Don’t Do | | ✔ Deliver a majority of compensation through long-term equity incentives ✔ Determine incentive opportunities based on corporate and individual performance ✔ Assess risks of our compensation program ✔ Retain an independent compensation consultant ✔ Broadly use double-trigger change in control arrangements | ✗ No tax reimbursements or tax gross-ups on severance or change in control payments ✗ No special executive welfare or health benefits, or retirement plans not available to our employees generally ✗ No guaranteed salary increases or annual bonuses ✗ No hedging or pledging of our stock |

  26. Key Components and Design of the Executive Compensation Program

    Key Components and Design of the Executive Compensation Program Total Direct Compensation Our executive compensation program focuses on total direct compensation, which consists of base salary, short-term incentive compensation, and target long-term incentive compensation. Our Compensation Committee takes a holistic approach to compensation and seeks to ensure that the aggregate level of pay, across all pay elements, is meeting our desired objectives for each executive officer. In evaluating our executive compensation policies and programs, we consider both the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package to each of our executive officers that provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to achieve corporate objectives and maximize stockholder value. Our Compensation Committee uses its judgment to establish a total compensation program for each executive officer that is a mix of base salary, short-term incentive compensation, and long-term incentive compensation, which it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, our Compensation Committee typically structures a majority portion of our executive officers’ compensation package to be comprised of long-term equity awards to align the executive officers’ incentives with the interests of our stockholders and focus our executives on achieving key corporate goals that drive our business. Elements of Executive Compensation Executive compensation generally consists of the following three principal components: base salary, short-term incentive compensation, and long-term incentive compensation. We also provide our executive officers with sign-on bonuses on a case-by-case basis, severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans. The following chart summarizes the three principal elements of our executive compensation program, their objectives, and key features.

  27. 2023 Executive Compensation Program

    | Named Executive Officer | 2022 Bonus Amount Paid in 2022 ($) | 2022 Bonus Amount Paid in 2023 ($) | | Fidji Simo | 300,000 | 450,000 | | Nick Giovanni | 300,000 | 450,000 | | Morgan Fong | 360,000 | 540,000 | | Asha Sharma | 300,000 | 450,000 |

  28. 2023 Executive Compensation Program

    Long-Term Incentive Compensation 2023 Refresh RSU Grants For fiscal year 2023, our Compensation Committee established long-term incentive compensation targets for our named executive officers based on market data provided by Semler Brossy regarding the compensation peer group. In addition, in setting each executive’s total variable compensation target for fiscal year 2023, our Compensation Committee also considered each executive’s 2022 discretionary cash bonus. The variable pay awarded to each of our named executive officers during 2023 consisted of a refresh RSU award, a portion of which was delivered as a restricted cash award to help reduce our equity dilution. The refresh RSU awards and restricted cash awards were awarded by our Compensation Committee to each of our named executive officers in May 2023. The aggregate grant date fair value of each refresh RSU award was based on each executive’s total variable compensation target, and was reduced by (i) each executive’s 2022 discretionary cash bonus and (ii) each executive’s restricted cash award. The refresh RSU awards granted to each of Mr. Giovanni, Mr. Fong, and Ms. Sharma vest over eight quarters, with 1/12th of the total award vesting on each of the first four quarterly vesting dates and 2/12th of the total award vesting on each of the remaining four quarterly vesting dates, subject to continued service through each applicable vesting date. In connection with her resignation on March 1, 2024, Ms. Sharma forfeited the unvested portions of her refresh RSU award. The refresh RSU award granted to Ms. Simo vests over four quarters, with 1/6th of the total award vesting on each of August 15, 2023 and November 15, 2023, and 2/6th of the total award vesting on each of February 15, 2024 and May 15, 2024, subject to Ms. Simo’s continued service through each such date. The refresh RSU awards were also subject to a liquidity event-based vesting condition, which condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering. Our Compensation Committee believes that these refresh RSU awards encourage retention through vesting over the recipient’s continued service with us, cover fewer shares than stock options, thereby minimizing dilution to stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. The restricted cash awards granted by our Compensation Committee to each of our named executive officers in May 2023 reduced the grant date fair value of the refresh RSU awards on a dollar-for-dollar basis for each applicable vesting date where a restricted cash award is applied. The restricted cash awards granted to Mr. Giovanni, Mr. Fong, and Ms. Sharma vest and are paid in four equal quarterly installments, subject to continued service through each applicable vesting date. In connection with her resignation on March 1, 2024, Ms. Sharma forfeited the unvested portion of her restricted cash award. The restricted cash award granted to Ms. Simo was vested and paid in two equal installments during fiscal year 2023. Our Compensation Committee granted such restricted cash awards to help reduce our equity dilution by reducing the number of shares of common stock that would have otherwise been issued upon vesting of the refresh RSU awards, and to provide our executives with liquidity prior to the completion of our initial public offering. The following table illustrates, for each named executive officer, the number of shares of common stock subject to the refresh RSU award, the amount of the restricted cash award, and the 2022 discretionary cash bonus amount, based on each executive’s total variable compensation target.

  29. 2023 Executive Compensation Program

    | | (A) | (B) | (C) | (A-B-C) | | | Named Executive Officer | 2023 Total Variable Compensation Target ($) | 2022 Discretionary Cash Bonus ($)(1) | 2023 Restricted Cash Award Value ($) | 2023 Refresh RSU Award Value ($)(2) | 2023 Refresh RSU Award (#)(3) | | Fidji Simo | 15,000,000 | 750,000 | 3,562,500(4) | 10,687,500 | 300,379 | | Nick Giovanni | 10,000,000 | 750,000 | 2,312,500(5) | 6,937,500 | 194,983 | | Morgan Fong | 5,900,000 | 900,000 | 1,250,000(5) | 3,750,000 | 105,396 | | Asha Sharma | 13,650,000 | 750,000 | 3,225,000(5) | 9,675,000 | 271,922 | | (1)Reflects the amount of each named executive officer’s discretionary cash bonus for fiscal year 2022, as approved by our Compensation Committee in October 2022 (and in the case of Ms. Simo, in December 2022) and further described under “—Short-Term Incentive Compensation.” While these bonuses are part of each named executive officer’s compensation for 2022, they were considered a part of each executive’s total variable compensation target approved in May 2023. (2)Each named executive officer’s refresh RSU award value is equal to the total variable compensation target, less the 2022 discretionary cash bonus, less the restricted cash award. (3)Calculated based on the fair value of our common stock of $35.58 per share as of February 28, 2023, as determined by our Board of Directors, which is the most recent date on or prior to the grant date of such refresh RSU awards on which our Board of Directors determined a fair value of our common stock. See the section titled “—Executive Compensation Tables—Outstanding Equity Awards at 2023 Fiscal Year End” for more information about these refresh RSU awards. (4)50% of this restricted cash award was vested and paid on August 15, 2023, and the remaining 50% was vested and paid on November 15, 2023. (5)25% of this restricted cash award was vested and paid on each of August 15, 2023, November 15, 2023, and February 15, 2024, and the remaining 25% will vest and be paid on May 15, 2024, subject to the named executive officer’s continued service with us through such date. In connection with her resignation on March 1, 2024, Ms. Sharma forfeited the unvested portions of her award. | | | | | |

  30. 2023 Executive Compensation Program

    Our general policy is to grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as grants to new hires or other special circumstances. All required approvals are obtained in advance of or on the actual grant date. 2022 PSU Awards In order to incentivize strong performance and a focus on creating stockholder value, in December 2022, our Compensation Committee granted equity awards in the form of performance-based RSU awards (the “2022 PSUs”), to Ms. Simo, Mr. Giovanni, and Ms. Sharma, representing the right to be issued up to 1,200,000 shares, 600,000 shares, and 720,000 shares of our common stock, respectively. These awards vested in part upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering and will further vest upon the satisfaction of certain market capitalization goals ranging from $15 billion to $30 billion, as set forth in the table below, during the performance period commencing on the grant date and ending on the earlier of the five-year anniversary of the grant date, a change of control, or a termination of continuous service. Such market capitalization goals are measured based on a 30-trading day trailing average that precedes the applicable measurement date. See the section titled “—Pay Versus Performance—Pay Versus Performance Analysis” for more information about how market capitalization is calculated. At the time of grant, our Compensation Committee believed that the market capitalization goals were challenging, would require exceptional performance to be attained and, to the extent attained, would deliver significant value to our stockholders.

  31. 2023 Executive Compensation Program

    | | PSUs Vested Upon | | | | | Named Executive Officer | Effective Date of IPO Registration Statement | Market Capitalization of $15 Billion | Market Capitalization of $20 Billion | Market Capitalization of $30 Billion | | Fidji Simo | 300,000 | 180,000 | 240,000 | 480,000 | | Nick Giovanni | 150,000 | 90,000 | 120,000 | 240,000 | | Asha Sharma | 180,000 | 108,000 | 144,000 | 288,000 |

  32. 2023 Executive Compensation Program

    As noted above, Ms. Simo, Mr. Giovanni, and Ms. Sharma vested in a portion of their 2022 PSUs relating to 300,000, 150,000, and 180,000 shares of our common stock, respectively, upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering. The remaining portion of the 2022 PSUs held by Ms. Simo and Mr. Giovanni, to be earned based on achievement of the market capitalization goals, remained unvested and outstanding as of December 31, 2023. In connection with her resignation on March 1, 2024, Ms. Sharma forfeited the unvested portion of her 2022 PSU. The 2022 PSUs are subject to a post-vesting holding requirement, pursuant to which each named executive officer is required to hold shares received in settlement of vested 2022 PSUs for one year after vesting. This requirement is subject to limited carveouts for tax withholding obligations and transfers of shares to family members for estate or tax planning purposes and will lapse upon the named executive officer’s death or disability.

  33. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Offer Letters We have entered into offer letter agreements with each of our named executive officers that set forth the terms and conditions of their employment, including position, base salary, and certain severance benefits, as described below. The base salary of our named executive officers for fiscal year 2023 is provided in the section titled “—2023 Executive Compensation Program” above. Severance and Change in Control Benefits We provide severance protections to our named executive officers in the event that they experience certain types of termination events, including terminations in connection with a change in control of our company. A more detailed description of these arrangements is provided in the section titled “—Potential Payments upon Termination or Change of Control.” Our Compensation Committee believes these severance benefits are important from a retention perspective to provide some level of protection to our named executive officers who might be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of our named executive officers that may occur in connection with potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. However, we do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control benefits. In addition, each of our named executive officers holds equity awards that were granted under and subject to the terms of our equity incentive plans and the applicable award agreements thereunder. 401(k) Plan, Welfare, and Health Benefits We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may make voluntary contributions from their eligible pay, up to certain applicable annual limits set by the Internal Revenue Code of 1986, as amended (the “Code”). We may make matching and discretionary contributions to the 401(k) plan. During 2023, we made safe-harbor matching employer contributions to the 401(k) plan in an amount equal to 4% of eligible earnings, subject to annual Internal Revenue Service limits. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan. In addition, we generally provide other benefits to our named executive officers on the same basis as to our other full-time employees. These benefits include, but are not limited to, medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans. In general, we pay the premiums for the life, disability, and accidental death and dismemberment insurance for our employees, including our named executive officers. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Business Travel From time to time, our named executive officers may request chartered aircraft services to facilitate travel that is directly and integrally related to the performance of their job duties when the use of a chartered plane will increase efficiency or security associated with a particular trip. Occasionally, family members may accompany an executive officer on these flights and, if this occurs, we require the executive officer to pay the incremental cost, if any, to accommodate these guests on the flight. There has been no incremental cost to us for family accompaniment on chartered business flights. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we generally do not provide excessive perquisites or other personal benefits to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make our executive officers more efficient and effective, for recruitment and retention purposes, or to ensure their safety and security. Ensuring the safety and security of our employees, including our named executive officers, is a top priority for us. We offer both business-related and personal security services, including certified protection officers and residential security based on ongoing assessments of risk and actual and credible threats made against our named executive officers. None of these security-related costs are considered taxable income for our named executive officers. While we consider these security services as necessary business expenses, we have disclosed specific costs of these services in the “All Other Compensation” column of the 2023 Summary Compensation Table below. We pay the premiums for term life insurance and disability insurance, subject to certain limitations, for all of our employees, including our named executive officers. In the future, we may provide additional perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee.

  34. Tax and Accounting Implications

    Tax and Accounting Implications Accounting for Stock-Based Compensation Under ASC Topic 718, we are required to measure the compensation expense for all stock-based awards made to employees and directors, including stock options, RSUs, and restricted stock, based on the grant-date fair value of these awards. We record stock-based compensation expense on an ongoing basis according to ASC Topic 718. The accounting impact of our compensation programs is one of many factors that our Compensation Committee considers in determining the structure and size of our executive compensation programs. Deductibility of Executive Compensation Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our company and stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Our Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.

  35. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by our named executive officers during the fiscal years ended December 31, 2023 and 2022.

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Fidji Simo | 2023 | 500,000 | 4,712,500(2) | —(3) | 61,073(4) | 5,273,573 | | Chief Executive Officer | 2022 | 500,000 | 1,000,000 | —(5) | 12,565 | 1,512,565 | | Nick Giovanni | 2023 | 500,000 | 1,606,250(6) | —(3) | 38,670(7) | 2,144,920 | | Chief Financial Officer | 2022 | 500,000 | 300,000 | —(5) | 12,565 | 812,565 | | Morgan Fong | 2023 | 500,000 | 1,165,000(6) | —(3) | 38,670(8) | 1,703,670 | | General Counsel | 2022 | 500,000 | 360,000 | —(5) | 12,565 | 872,565 | | Asha Sharma | 2023 | 500,000 | 2,062,500(6) | —(3) | 45,950(9) | 2,608,450 | | Former Chief Operating Officer | 2022 | 500,000 | 300,000 | —(5) | 12,565 | 812,565 | | (1)Aggregate grant-date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the 2023 Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. See the section titled “—Outstanding Equity Awards at 2023 Fiscal Year-End” for additional information. (2)The amount disclosed consists of (a) a cash award of $700,000 representing the last of three equal installments of Ms. Simo’s cash retention award granted to her pursuant to her offer letter, which was paid in advance and will be earned on the third anniversary of Ms. Simo’s start date, (b) an amount equal to $450,000 representing the remaining portion of a discretionary cash bonus related to fiscal year 2022, as further described under “—Compensation Discussion and Analysis—2023 Executive Compensation Program—Short-Term Incentive Compensation,” and (c) an amount equal to $3,562,500 representing the portion of the restricted cash award that was vested and paid in fiscal year 2023, as further described under the section titled “—Compensation Discussion and Analysis—2023 Executive Compensation Program—Long-Term Incentive Compensation.” | | | | | | |

  37. Summary Compensation Table

    | (3)During 2023, each named executive officer was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes the performance condition) and service-based vesting conditions. As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant-date fair values of the RSU awards for each of Ms. Simo, Mr. Giovanni, Mr. Fong, and Ms. Sharma were $10,735,546, $6,968,693, $3,766,854, and $9,718,493, respectively, computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the 2023 Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. See the section titled “—Outstanding Equity Awards at 2023 Fiscal Year-End” for additional information. (4)The amount disclosed consists of (a) $46,648 of personal security expenses as part of our executive security program, calculated at the actual cost to us, (b) $13,200 of 401(k) matching contributions, (c) Company-paid life insurance premiums, and (d) charitable matching contributions under our corporate giving program. (5)During 2022, (a) each named executive officer was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes the performance condition) and service-based vesting conditions, and (b) each of Ms. Simo, Mr. Giovanni, and Ms. Sharma was granted a 2022 PSU subject to a liquidity event-based vesting condition (which constitutes the performance condition) as well as service-based and market-based vesting conditions. As of the applicable grant date and December 31, 2022, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant-date fair values of the RSU awards for each of Ms. Simo, Mr. Giovanni, Ms. Sharma, and Mr. Fong were $11,808,041, $7,183,233, $8,856,046, and $4,250,871, respectively, computed in accordance with ASC Topic 718 and representing the highest level of performance condition achievement for these awards. Assuming achievement of the liquidity event based vesting condition, the aggregate grant-date fair values for the 2022 PSUs for each of Ms. Simo, Mr. Giovanni, and Ms. Sharma were $25,633,200, $12,816,600, and $15,379,920, respectively, computed in accordance with ASC Topic 718 and representing the highest level of performance condition achievement for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effective date of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. See Notes 2 and 12 to our consolidated financial statements included in the 2023 Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. See the section titled “—Outstanding Equity Awards at 2023 Fiscal Year-End” for additional information. (6)The amounts disclosed represent (i) the remaining portion of a discretionary cash bonus related to fiscal year 2022, as further described under “—Compensation Discussion and Analysis—2023 Executive Compensation Program—Short-Term Incentive Compensation,” in the amount of $450,000, $540,000, and $450,000 for Mr. Giovanni, Mr. Fong, and Ms. Sharma, respectively, and (ii) the portion of the restricted cash award that was vested and paid in fiscal year 2023, in the amount of $1,156,250, $625,000, and $1,612,500 for Mr. Giovanni, Mr. Fong, and Ms. Sharma, respectively, as further described under the section titled “—Compensation Discussion and Analysis—2023 Executive Compensation Program—Long-Term Incentive Compensation.” (7)The amount disclosed consists of (a) $25,245 of personal security expenses, as part of our executive security program, calculated at the actual cost to us, (b) $13,200 of 401(k) matching contributions, and (c) Company-paid life insurance premiums. (8)The amount disclosed consists of (a) $24,245 of personal security expenses, as part of our executive security program, calculated at the actual cost to us, (b) $13,200 of 401(k) matching contributions, (c) Company-paid life insurance premiums, and (d) charitable matching contributions under our corporate giving program. (9)The amount disclosed consists of (a) $32,525 of personal security expenses, as part of our executive security program, calculated at the actual cost to us, (b) $13,200 of 401(k) matching contributions, and (c) Company-paid life insurance premiums. |

  38. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows certain information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2023:

  39. Grants of Plan-Based Awards in 2023

    | Named Executive Officer | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Fidji Simo | 5/1/2023 | 300,379 | — | | Nick Giovanni | 5/1/2023 | 194,983 | — | | Morgan Fong | 5/1/2023 | 105,396 | — | | Asha Sharma | 5/1/2023 | 271,922 | — |

  40. Grants of Plan-Based Awards in 2023

    (1)Each named executive officer was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes the performance condition) and service-based vesting conditions. As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant-date fair values of the RSU awards for each of Ms. Simo, Mr. Giovanni, Mr. Fong, and Ms. Sharma were $10,735,546, $6,968,693, $3,766,854, and $9,718,493, respectively, computed in accordance with ASC Topic 718. See Notes 2 and 12 to our consolidated financial statements included in the 2023 Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. See the section titled “—Outstanding Equity Awards at 2023 Fiscal Year-End” for additional information.

  41. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth the outstanding stock options and stock awards held by our named executive officers as of December 31, 2023.

  42. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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) | | Fidji Simo | 8/2/2021(3) | — | — | — | — | 320,000 | 7,510,400 | — | — | | | 12/7/2022(4) | — | — | — | — | — | — | 900,000 | 21,123,000 | | | 5/1/2023(5) | — | — | — | — | 200,254 | 4,699,961 | — | — | | Nick Giovanni | 1/27/2021(6) | — | — | — | — | 112,500 | 2,640,375 | — | — | | | 1/27/2021(7) | 328,125 | 121,875 | 47.69 | 1/26/2031 | — | — | — | — | | | 4/16/2022(8) | — | — | — | — | 74,317 | 1,744,220 | — | — | | | 12/7/2022(4) | — | — | — | — | — | — | 450,000 | 10,561,500 | | | 5/1/2023(9) | — | — | — | — | 162,486 | 3,813,547 | — | — | | Morgan Fong | 6/19/2015 | 8,270 | — | 3.79 | 6/19/2025 | — | — | — | — | | | 5/16/2017 | 262,765 | — | 7.32 | 5/16/2027 | — | — | — | — | | | 9/15/2020(10) | — | — | — | — | 39,422 | 925,235 | — | — | | | 7/1/2021(11) | — | — | — | — | 18,900 | 443,583 | — | — | | | 4/16/2022(8) | — | — | — | — | 43,979 | 1,032,188 | — | — | | | 5/1/2023(9) | — | — | — | — | 87,831 | 2,061,394 | — | — | | Asha Sharma(12) | 4/28/2021(13) | — | — | — | — | 312,500 | 7,334,375 | — | — | | | 4/16/2022(8) | — | — | — | — | 91,624 | 2,150,416 | — | — | | | 12/7/2022(4) | — | — | — | — | — | — | 540,000 | 12,673,800 | | | 5/1/2023(9) | — | — | — | — | 226,602 | 5,318,349 | — | — | | (1)All of the stock options and stock awards were granted under our 2013 Equity Incentive Plan or 2018 Equity Incentive Plan. (2)Amounts are calculated by multiplying the number of shares shown in the table by $23.47, the closing per share price of our common stock as of December 29, 2023, the last trading day of the year. (3)The shares that remain subject to this RSU award vest as follows: (a) 80,000 shares vest in two equal quarterly installments on the last day of each of the first two calendar quarters of 2024, and (b) the remaining 240,000 shares vest in eight equal quarterly installments on the last day of each calendar quarter to occur after August 2, 2024, subject to Ms. Simo’s continued service through each such date. In the event of Ms. Simo’s involuntary termination of employment outside of the period beginning six months prior to, and ending 12 months following, a change of control, the total number of shares that were scheduled to vest during the 18-month period (or, if the termination occurs following the date of a qualifying change of control agreement, 24-month period) following such involuntary termination of employment will vest. In the event of Ms. Simo’s involuntary termination of employment during the period beginning six months prior to, and ending 12 months following, a change of control, all remaining unvested shares subject to this RSU award will vest in full. In the | | | | | | | | | |

  43. Outstanding Equity Awards at 2023 Fiscal Year-End

    | event of Ms. Simo’s death or disability, the total number of shares that were scheduled to vest during the 18-month period following such death or disability will vest. (4)The shares that remain subject to this PSU awards vest upon the satisfaction of certain market capitalization goals ranging from $15 billion to $30 billion, during the performance period commencing on the grant date and ending on the earlier of the five-year anniversary of the grant date, a change of control, and a termination of service, subject to the named executive officer’s continued service with us. As of December 31, 2023, 300,000, 150,000, and 180,000 of the shares subject to Ms. Simo, Mr. Giovanni, and Ms. Sharma’s 2022 PSU award, respectively, have vested. The 2022 PSUs are subject to a post-vest holding requirement, pursuant to which each named executive officer is required to hold shares received in settlement of vested 2022 PSUs for one year after vesting (regardless of when settlement actually occurs). This requirement is subject to limited carveouts for tax withholding obligations and transfers of shares to family members for estate or tax planning purposes and will lapse upon the named executive officer’s death or disability. In connection with her resignation on March 1, 2024, Ms. Sharma forfeited the unvested portion of her 2022 PSU. (5)The shares that remain subject to this RSU award vest in two equal installments on each of February 15, 2024 and May 15, 2024, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (6)These shares of restricted stock vest in four equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (7)Twenty-five percent (25%) of the shares subject to the stock option vested on the one-year anniversary of the grant date, and the remainder of the shares vest in 36 equal monthly installments thereafter, subject to continued service through each such date, and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (8)The shares that remain subject to this RSU award vest in 10 equal quarterly installments, subject to the named executive officer’s continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (9)The shares that remain subject to this RSU award vest as follows: (a) 1/10th of the shares vest on the first two quarterly anniversaries of the grant date in 2024, and (b) 2/10th of the shares vest on each quarterly anniversary of the of the grant date thereafter, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (10)The shares that remain subject to this RSU award vest in 13 equal monthly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (11)The shares that remain subject to this RSU award vest in seven equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” (12)In connection with her resignation on March 1, 2024, Ms. Sharma forfeited the unvested portions of her RSUs and 2022 PSU, effective as of her resignation date. (13)The shares that remain subject to this RSU award vest in five equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled “—Potential Payments upon Termination or Change of Control—Severance and Change in Control Plan.” |

  44. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table shows certain information regarding stock vested during the last fiscal year with respect to our named executive officers for the fiscal year ended December 31, 2023. Our named executive officers did not exercise any stock options during the year ended December 31, 2023.

  45. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Fidji Simo | 1,040,090 | 30,723,842 | | Nick Giovanni | 564,588 | 16,725,235 | | Morgan Fong | 174,391 | 5,126,626 | | Asha Sharma | 967,795 | 28,647,126 | | (1)Prior to our initial public offering, we granted RSU awards, the 2022 PSUs, and restricted stock that vested based on the satisfaction of service-based and liquidity event-based vesting conditions. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering. The shares of common stock in the table represent the number of shares subject to RSU awards, the 2022 PSUs, and the restricted stock, as applicable, for which the time-based vesting condition was satisfied on or prior to December 31, 2023, including for which the time-based vesting condition was satisfied prior to our initial public offering. (2)Reflects the product of the number of shares of common stock vested multiplied by the closing price of our common stock on the vesting date. | | |

  46. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Each of our named executive officers is eligible for severance benefits pursuant to their offer letters or based upon participation in our Severance and Change in Control Plan (“Severance Plan”), as further described in the section titled “—Severance and Change in Control Plan.” In addition, each of our named executive officers hold equity awards that are subject to the terms of the equity incentive plan and award agreement thereunder under which such awards were granted.

  47. Potential Payments Table

    Potential Payments Table The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of December 29, 2023, the last business day of the fiscal year ended December 31, 2023, other than Ms. Sharma, who, as previously disclosed, informed us of her decision to resign on February 9, 2024. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on December 29, 2023, the last business day of our fiscal year ended December 31, 2023 and that the price per share of common stock was equal to $23.47 as of December 29, 2023, the last trading day of the year. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.

  48. Potential Payments Table

    | Named Executive Officer | Benefit Description | Involuntary Termination Outside a Change in Control ($) | Involuntary Termination in Connection with a Change in Control ($) | Death or Disability ($) | | Fidji Simo | Cash severance | 1,000,000 | 1,000,000 | — | | | Continuation of health benefits(1) | 38,372 | 38,372 | — | | | Equity acceleration | 9,628,662 | 12,210,362 | 9,628,662 | | Nick Giovanni | Cash severance | 500,000 | 500,000 | — | | | Continuation of health benefits(1) | 25,581 | 25,581 | — | | | Equity acceleration | 265,793 | 8,198,142 | 5,557,767 | | Morgan Fong | Cash severance | 500,000 | 500,000 | — | | | Continuation of health benefits(1) | 17,602 | 17,602 | — | | | Equity acceleration | 178,262 | 4,462,400 | 3,537,165 | | (1)Based on 12 months of COBRA coverage calculated using 2024 premiums, or in the case of Ms. Simo, 18 months of COBRA coverage calculated using 2024 premiums, which is the maximum COBRA coverage period, absent certain circumstances. | | | | |

  49. Potential Payments Table

    On February 9, 2024, Asha Sharma informed us of her decision to resign from her position as our Chief Operating Officer, effective March 1, 2024. Ms. Sharma did not receive any severance benefits with respect to her voluntary resignation.

  50. Pay Versus Performance

    Pay Versus Performance

  51. Pay Versus Performance Analysis

    Pay Versus Performance Analysis As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of Instacart. Since we became a public reporting company in September 2023, data from fiscal years 2021 and 2022 is excluded from the disclosure. “Compensation actually paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation. Instead, it is a nuanced calculation required by the SEC’s rules that includes the increase (or decrease) in value of certain elements of compensation over each fiscal year, even if granted in a prior year. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the table below. For further information concerning our variable pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with our performance, refer to the section titled “Executive Compensation—Compensation Discussion and Analysis.”

  52. Pay Versus Performance Analysis

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(4) ($) | Company Selected Measure: Market Capitalization Measure (billions)(5) ($) | | | | | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 5,273,573 | 55,217,304 | 2,152,347 | 30,247,360 | 70 | 114 | (1,622) | 8.0 |

  53. Pay Versus Performance Analysis

    (1)The principal executive officer (“PEO”) in the compensation columns is our Chief Executive Officer, Fidji Simo, and the non-PEO named executive officers (“Non-PEO NEOs”) included in the compensation columns are Nick Giovanni, Morgan Fong, and Asha Sharma. (2)The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns reflect certain adjustments to the amounts reported in the “Total” column in the “Summary Compensation Table” for the PEO and non-PEO NEOs, as set forth below:

  54. Pay Versus Performance Analysis

    | Role | Year | Reported Summary Compensation Table Total ($) | Deductions: Reported Value of Equity Awards(a) ($) | Additions: Value of Equity Awards Calculated in Accordance with SEC Methodology for Determining Compensation Actually Paid(b) ($) | Compensation Actually Paid ($) | | PEO | 2023 | 5,273,573 | — | 49,943,731 | 55,217,304 | | Non-PEO NEOs(c) | 2023 | 2,152,347 | — | 28,095,013 | 30,247,360 | | (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the “Summary Compensation Table” for 2023. (b)The equity award adjustments include the addition of the following: (i) the year-end fair value of any equity awards granted in 2023 that were outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2023 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2023; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts added in calculating the equity award adjustments are as follows: | | | | | |

  55. Pay Versus Performance Analysis

    | Role | Year | Year End Fair Value of Equity Awards Granted and Unvested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Equity Value Included in Compensation Actually Paid ($)* | | PEO | 2023 | 4,699,961 | 16,785,908 | 2,798,492 | 25,659,369 | — | — | 49,943,731 | | Non-PEO NEOs | 2023 | 3,731,096 | 8,442,944 | 888,641 | 15,032,332 | — | — | 28,095,013 | | * Totals may not foot due to rounding. (c)The numbers shown in this row for the non-PEO NEOs represent averages. | | | | | | | | |

  56. Pay Versus Performance Analysis

    (3)Represents the cumulative total shareholder return (“TSR”), on our common stock and the cumulative TSR on the Standard & Poor’s Information Technology Index (the “Peer Group TSR”), which is the same peer group used for the Performance Graph included in the 2023 Annual Report. The table assumes $100 was invested at the market close on September 19, 2023, the date our common stock began trading on Nasdaq. Data for the Peer Group TSR assumes reinvestment of dividends. Our TSR shown is based on historical results and is not intended to suggest future performance. (4)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (5)Market capitalization, as of an applicable measurement date, is (x) the number of fully-diluted shares of our common stock outstanding as of such measurement date, using the treasury stock method, multiplied by (y) the volume-weighted average closing price of our common stock as quoted on Nasdaq over the 30-trading day period preceding such measurement date (the “Market Capitalization Measure”). The PSUs granted to Fidji Simo, Nick Giovanni, and Asha Sharma in December 2022 are divided into four tranches of which three tranches are eligible to vest based on the achievement of certain Market Capitalization Measure goals over a five-year performance period. We do not currently utilize any other financial performance measures, as defined under SEC rules, in our executive compensation programs, and as such, the Market Capitalization Measure as of the end of the applicable fiscal year is the most important financial performance measure used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023 to our performance. See the section titled “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program—Long-Term Incentive Compensation—2022 PSU Awards” for more detail.

  57. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe that the Market Capitalization Measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023 to our performance. For additional details regarding this financial performance measure, please see the section titled “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program—Long-Term Incentive Compensation—2022 PSU Awards.”

  58. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The following graphs sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our non-PEO NEOs with (i) our cumulative TSR, (ii) our net income (loss), and (iii) the Market Capitalization Measure, in each case, only for the most recently completed fiscal year due to our initial public offering in September 2023. Also shown in the graph below is the relationship between our cumulative TSR to the Peer Group TSR for the same period. As we became subject to SEC reporting requirements in September 2023, we are only required to provide disclosure for one year, which does not allow us to provide meaningful charts illustrating the relationship of Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our non-PEO NEOs with (i) our cumulative TSR, (ii) our net income (loss), and (iii) the Market Capitalization Measure. As additional years are added to the table, we will be able to include charts illustrating this relationship. Further, the Compensation Actually Paid reported for 2023 includes the full value of the portion of all previously granted equity awards that had satisfied service-based and/or market-based vesting conditions as of September 18, 2023, the effective date of the registration statement on Form S-1 for our initial public offering, due to the satisfaction of the liquidity event-based vesting condition for such RSUs on that date. If we calculated Compensation Actually Paid for 2023 assuming that such equity awards did not have any liquidity event-based vesting conditions, factor into such calculation solely the awards for which service-based vesting was satisfied in 2023 (and not in prior years), the amount reported as Compensation Actually Paid for 2023 would have been approximately $2.4 million for our PEO and approximately $1.4 million for the average of our non-PEO NEOs. Our executive compensation program emphasizes equity compensation, which we believe demonstrates a longer-term, ownership orientation. As a result of this emphasis, Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our Non-CEO NEOs is significantly impacted by our stock price and TSR performance. Changes to our net income does not directly align with our outcomes on Compensation Actually Paid as net income is not used as a financial measure under our executive compensation programs and due to the stronger sensitivity of Compensation Actually Paid to our stock price and TSR performance. Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs in 2023, each as set forth in the table above, and our cumulative TSR over from our initial public offering date to the end of 2023. Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, and our net income during 2023, each as set forth in the table above. Compensation Actually Paid and Market Capitalization Measure The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, and the Market Capitalization Measure during 2023, each as set forth in the table above. Cumulative TSR of Instacart and Cumulative TSR of the Peer Group The following chart compares our cumulative TSR over the period from our initial public offering date to December 31, 2023 to that of the Standard & Poor’s Information Technology Index over the same time period. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.