DEF 14A of Maplebear Inc., Apr 8, 2025

DEF 14A of Maplebear Inc.

Filed Apr 8, 2025 · FY20240001579091-25-000033

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 II 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 7, 2025:

  3. Our Board of Directors

    | Name | Age | Independent(1) | Title | Current Term Expires | Expiration of Term for which Nominated | | Class II Director Nominees | | | | | | | Ravi Gupta | 43 | ☑ | Director | 2025 | 2028 | | Daniel Sundheim | 48 | ☑ | Director | 2025 | 2028 | | Class III Directors | | | | | | | Meredith Kopit Levien | 54 | ☑ | Director | 2026 | | | Michael Moritz | 70 | ☑ | Director | 2026 | | | Lily Sarafan* | 43 | ☑ | Director | 2026 | | | Class I Directors | | | | | | | Fidji Simo | 39 | | Chief Executive Officer and Chair | 2027 | | | Victoria Dolan | 65 | ☑ | Director | 2027 | | | Mary Beth Laughton | 48 | ☑ | Director | 2027 | | | * Lead Independent Director. (1)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 II 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, Frank Slootman's term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Therefore, he is 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

    | | 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. |

  7. Nominees for Election at the Annual Meeting

    | | 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. |

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

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  9. 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. |

  10. 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. |

  11. 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 from when she co-founded the company in February 2005 until December 2020. Ms. Sarafan currently serves on the board of directors of Serve Robotics, Inc., a developer of AI-powered low-emissions sidewalk delivery robots. 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. |

  12. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  13. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | 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 e-commerce company. Ms. Simo currently serves on the boards of directors of Shopify Inc., an e-commerce 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. |

  14. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | 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 Ranpak Holdings Corp., a provider of sustainable paper packing materials, and Ideal Industries, Inc., an appliances, electrical, and electronics manufacturer. She previously served on the board of directors of Stericycle, Inc. from May 2023 until its acquisition by Waste Management, Inc. in November 2024. 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. |

  15. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | Mary Beth Laughton. Ms. Laughton has served as a member of our Board of Directors since August 2024. Since January 2025, Ms. Laughton has served as President and Chief Executive Officer of Recreational Equipment, Inc. (REI), an outdoor gear and apparel company. From August 2023 to January 2025, Ms. Laughton served as the Head of Nike Global Direct to Consumer at Nike, Inc., an athletic apparel and footwear company. From October 2019 to March 2023, Ms. Laughton served as President and Chief Executive Officer of Athleta LLC, a women’s activewear brand owned by Gap Inc. From 2012 to 2019, Ms. Laughton served in various roles at Sephora USA Inc., a personal care and beauty product retailer, including most recently as Executive Vice President of Omnichannel Retail. Before joining Sephora, Ms. Laughton held a variety of strategy, merchandising, and e-commerce roles at Nike. Ms. Laughton holds a B.S. in Accounting and Finance from Indiana University and an M.B.A. from Harvard Business School. Ms. Laughton was selected to serve on our Board of Directors because of her extensive experience leading high profile consumer brands. |

  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, 2024 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. 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) | Total ($) | | Victoria Dolan(2) | 52,692 | 475,702 | 528,394 | | Ravi Gupta | 73,407 | 211,524 | 284,931 | | Mary Beth Laughton(3) | 18,750 | 416,730 | 435,480 | | Meredith Kopit Levien | 79,093 | 211,524 | 290,617 | | Michael Moritz | 80,000 | 211,524 | 291,524 | | Lily Sarafan | 92,500 | 211,524 | 304,024 | | Frank Slootman(4) | 50,000 | 211,524 | 261,524 | | Dan Sundheim | 60,000 | 211,524 | 271,524 | | Jeff Jordan(5) | 20,604 | — | 20,604 | | Barry McCarthy(6) | 30,907 | — | 30,907 | | (1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the 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)Ms. Dolan was appointed to our Board of Directors on April 12, 2024. (3)Ms. Laughton was appointed to our Board of Directors on August 16, 2024. (4)Mr. Slootman's term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. (5)Mr. Jordan retired from and did not stand for re-election to our Board of Directors when his term expired on May 29, 2024, the date of our 2024 annual meeting of stockholders. (6)Mr. McCarthy retired from and did not stand for re-election to our Board of Directors when his term expired on May 29, 2024, the date of our 2024 annual meeting of stockholders. (7)The following table sets forth the aggregate number of shares underlying unvested stock awards held by our directors, other than Fidji Simo, as of December 31, 2024: | | | |

  20. Director Compensation Table

    | Name | Number of Shares Underlying Unvested RSUs (#) | | Victoria Dolan | 13,828 | | Ravi Gupta | 12,397 | | Mary Beth Laughton | 12,954 | | Meredith Kopit Levien | 6,841 | | Michael Moritz | 6,841 | | Lily Sarafan | 6,841 | | Frank Slootman | 6,841 | | Dan Sundheim | 6,841 | | Jeff Jordan | — | | Barry McCarthy | — |

  21. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board of Directors currently consists of nine members and is divided into three classes. Each class consists of 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 II directors are Ravi Gupta, Frank Slootman, and Daniel Sundheim, whose terms will expire at the Annual Meeting; ●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; and ●the Class I directors are Victoria Dolan, Mary Beth Laughton, and Fidji Simo, whose terms will expire at the annual meeting of stockholders to be held in 2027. 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. Mr. Gupta and Mr. Sundheim 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 Class II directors. 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 2028 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. Slootman's term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Accordingly, the size of our Board of Directors will be automatically reduced from nine directors to eight directors at the conclusion of the Annual Meeting. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF RAVI GUPTA AND DANIEL SUNDHEIM AS CLASS II 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 2024 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 2024, by making our service better and more valuable for our customers and enhancing our technologies for retailers, brands, and shoppers, we strengthened our leadership position in online grocery. This showed up in our solid fiscal year 2024 financial results, which demonstrated ongoing momentum in order and GTV growth and expanding profitability as highlighted below. ●GTV of $33,461 million, up 10% year-over-year. ●Orders of 294.0 million, up 9% year-over-year. ●Total revenue of $3,378 million, up 11% year-over-year, representing 10.1% of GTV. ●GAAP gross profit of $2,542 million, up 12% year-over-year, representing 7.6% of GTV and 75% of total revenue. ●GAAP net income of $457 million, representing 1.4% of GTV and 14% of total revenue, was up $2,079 million year-over-year, reflecting a $2,456 million decrease in stock-based compensation expense (SBC), which was significantly elevated in connection with our IPO in the prior year.(1) ●Adjusted EBITDA of $885 million, up 38% year-over-year, representing 2.6% of GTV and 26% of total revenue.(2) (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 $300 million of SBC in fiscal year 2024. (2)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 2024 Annual Report. Fiscal Year 2024 Company Compensation Highlights Highlights of our fiscal year 2024 executive compensation program include: ●Base Salary. Other than with respect to Ms. Simo and Ms. Reuter, our Compensation Committee did not change the base salaries for our named executive officers from fiscal year 2023 levels. Ms. Simo’s base salary was increased to $1,000,000, effective as of April 1, 2024, in recognition of her significant contributions to our growth and performance and to ensure that we provide a market competitive cash compensation opportunity consistent with our retention and motivation objectives. In addition, Ms. Reuter’s base salary was increased to $500,000, effective as of May 10, 2024, in connection with her promotion to Chief Financial Officer. ●No Annual Cash Bonus. Consistent with prior years, we did not maintain any formal performance cash bonus plan for our named executive officers with respect to fiscal year 2024. ●Annual Equity Awards. We grant 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. Awards granted in 2024 included annual refresh awards for Ms. Simo and Mr. Fong, and new hire and promotion awards for Ms. Reuter. ●2022 PSU Award Modification. In November 2024, the Compensation Committee amended the 2022 PSU award previously granted to Ms. Simo to change the market capitalization goals to corresponding stock price goals ranging from $43.32 per share to $86.64 per share. The Compensation Committee believes the change from market capitalization to stock price goals was necessary to achieve the original intent of the PSU award and to appropriately reflect the value creation it intended to reward at the time the 2022 PSU award was originally granted. No other terms of the 2022 PSU award were changed, including the one-year post-vesting holding requirement for any shares of common stock issued. See “2024 Executive Compensation Program—Long-Term Incentive Compensation” for additional information.

  24. 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 excessive perquisites ✗ No hedging or pledging of our stock |

  25. How We Determine Executive Compensation

    How We Determine Executive Compensation Our Compensation Committee is responsible for reviewing and approving the compensation of our Chief Executive Officer and other executive officers, including base salaries, short-term and long-term incentive compensation, the size and structure of equity awards, and any executive perquisites. Our Compensation Committee makes decisions on a case-by-case basis and considers market insights, competitive dynamics, prior experience, and future role with Instacart in structuring a total compensation package for our executive officers. Our Compensation Committee generally determines the principal components of compensation for our executive officers on an annual basis; however, decisions may be made at other times for new hires, promotions, or other special circumstances as our Compensation Committee determines appropriate. Role of Management Our Compensation Committee has worked with and received information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considered such information and analyses in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our Chief Executive Officer evaluates and provides to our Compensation Committee executive officer performance assessments and management’s recommendations and proposals regarding executive officer compensation programs and decisions affecting all components of compensation, and other compensation-related matters outside of the presence of any other named executive officers. However, our Compensation Committee retains the final authority to make all compensation decisions for our named executive officers, including our Chief Executive Officer. From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited to make presentations, provide financial or other background information or advice, or otherwise participate in meetings of our Board of Directors and Compensation Committee. Members of management, including our Chief Executive Officer, may attend portions of our Board of Directors or Compensation Committee meetings; however, no member of management or any other employee, including our Chief Executive Officer, may be present during decisions regarding the compensation of our Chief Executive Officer or their own compensation. Role of Compensation Consultant Our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Semler Brossy served as our Compensation Committee’s independent compensation consultant until May 2024, at which point our Compensation Committee engaged Compensia to provide guidance regarding the amount and types of compensation that we pay our executive officers, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with the independent compensation consultant, and other compensation-related matters. Compensia reports directly to our Compensation Committee, although Compensia may meet with members of management for the purposes of gathering information on proposals that management may make to our Compensation Committee. Compensia does not provide any services to us other than the services provided to our Compensation Committee. Unless the context otherwise indicates, references to our Compensation Committee’s independent compensation consultant in this Compensation Discussion and Analysis will be deemed to refer to Semler Brossy for periods prior to May 2024 and to Compensia for the period commencing May 2024. Our Compensation Committee has assessed the independence of Semler Brossy and Compensia, taking into account, among other things, the factors set forth in Rule 10C-1 of the Exchange Act and the listing standards of Nasdaq and concluded that no conflict of interest exists with respect to the work that Semler Brossy performed or Compensia performs for our Compensation Committee. Use of Competitive Market Compensation Data When making compensation decisions, our Compensation Committee believes that it is important to be informed as to the current practices of comparable companies with which we compete for top talent. To this end, our Compensation Committee worked with the independent compensation consultant to compile a list of our peer companies to be considered, among other factors, in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by the independent compensation consultant, along with other factors, serve as an important reference point when setting compensation for our executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. Compensation Peer Group For fiscal year 2024, our Compensation Committee, upon recommendation from its independent compensation consultant, approved a group of companies that would be appropriate peers to be considered, among other factors, when making compensation decisions, based on the following criteria: ●Industry (Internet & Direct Marketing Retail, IT Services, Interactive Media & Services, Media Software, Entertainment, and other technology companies); ●Scale (based on revenue and market capitalization); ●Talent profile (companies with which we compete for executive talent); and ●Business characteristics (companies with a digital marketplace or operation-based component, strong consumer-facing brand, or technology-oriented industry leaders driving disruption in their core business segment). Using the above criteria, the following 18 companies were identified by our Compensation Committee as appropriate comparators for our compensation peer group for the purpose of informing executive pay decisions for fiscal year 2024, which was the same peer group used in fiscal year 2023:

  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 currently consists of base salary and the target value long-term incentive equity awards vesting within the year. 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 executive officers, 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 is predominantly at-risk in the form of equity compensation awards to align their incentives with long-term value creation for our stockholders. We believe that this approach is well-designed relative to our current stage of maturity to appropriately incentivize holistic performance against our corporate objectives and maximizes stockholder value creation. Our Compensation Committee uses its judgment to establish a total compensation program for each executive officer that is a mix of base salary and long-term incentive compensation, which it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. Elements of Executive Compensation Executive compensation generally consists of the following two principal components: base salary and long-term incentive compensation. We may 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 principal elements of our executive compensation program, their objectives, and key features.

  27. 2024 Executive Compensation Program

    Short-Term Incentive Compensation We previously established the Executive Performance Bonus Plan (the “Bonus Plan”), pursuant to which our Compensation Committee may award performance-based cash incentive opportunities to certain key executives, including all of our named executive officers who are currently providing services to us at such time. Consistent with 2023, the Bonus Plan was not utilized by our Compensation Committee for our named executive officers in fiscal year 2024, nor did we maintain any other formal performance bonus plan for our named executive officers during fiscal year 2024. Long-Term Incentive Compensation 2024 Refresh RSU Grants For fiscal year 2024, our Compensation Committee established long-term incentive compensation targets for our named executive officers based on market data provided by the independent compensation consultant regarding the compensation peer group. Each of our named executive officers who are currently employed with us received one or more RSU awards during 2024, which represents the variable pay awarded to each such named executive officer. The value of the RSU awards is based on Instacart’s philosophy of delivering market competitive total compensation for the role, factoring in performance. Mr. Giovanni and Ms. Sharma did not receive an RSU award in 2024 in light of their resignations during the year. Our Compensation Committee believes that the RSU awards encourage retention through vesting over the recipient’s continued service with us while covering fewer shares than stock options, thereby minimizing dilution to our stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent. Fidji Simo Pursuant to her offer letter, with respect to each fiscal year beginning 2022 and continuing through and including 2025, Ms. Simo was eligible to receive an annual RSU award each with an aggregate grant date fair value equal to approximately $15 million, which annual RSU award would vest over the one-year period following the respective grant date. Our Compensation Committee delivered a three-year RSU award in April 2024 with a target value equal to approximately $45 million, the first two years of which were delivered in full satisfaction of the annual RSU awards for 2024 and 2025 to which Ms. Simo was entitled pursuant to her offer letter. This decision was made to competitively position Ms. Simo’s total compensation relative to the market while also providing a compelling long-term alternative to the current arrangement under her offer letter. Furthermore, the RSU award resulted in a substantial increase in Ms. Simo’s unvested holdings of our common stock and extended the vesting term of her equity incentives from one to three years. Our Compensation Committee determined that this structure better met its motivation and retention objectives, enhanced the alignment of Ms. Simo’s realizable compensation opportunities with long-term stockholder interests and better aligned with market practice. The 2024 RSU award that Ms. Simo received vests over three years with 1/12th of the RSUs vesting on each quarterly anniversary, subject to Ms. Simo’s continued service through each applicable vesting date. Emily Reuter In February 2024, Ms. Reuter received a new hire RSU award in connection with her commencement of employment with us. The new hire RSU award vests over two years with 55.55% of the shares subject to the new hire RSU award vesting on February 15, 2025, and the remainder of the shares vesting in equal installments on each quarterly anniversary thereafter, subject to Ms. Reuter’s continued service through each such date. In May 2024, Ms. Reuter received a promotion RSU award in connection with her promotion to Chief Financial Officer. The promotion RSU award vests over eight quarters with 1/8th of the shares subject to the promotion RSU award vesting on each quarterly anniversary, subject to Ms. Reuter’s continued service through each such date. Morgan Fong In April 2024, Mr. Fong received a refresh RSU award. The refresh RSU award vests over eight quarters with 1/8th of the shares subject to the refresh RSU award vesting on each quarterly anniversary, subject to Mr. Fong’s continued service through each such date. The following table illustrates, for each applicable named executive officer, the number of shares of common stock subject to the RSU awards granted to each such named executive officer in 2024.

  28. 2024 Executive Compensation Program

    | Named Executive Officer | Award Type | 2024 RSU Awards (#) | | Fidji Simo | Refresh RSU Award | 1,257,686 | | Emily Reuter | New Hire RSU Award | 183,748 | | | Promotion RSU Award | 123,153 | | Morgan Fong | Refresh RSU Award | 173,281 |

  29. 2024 Executive Compensation Program

    Previously Granted 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 “PSU Awards”), 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. The remaining unvested portions of the PSU Awards were further scheduled to 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. 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. In November 2024, the Compensation Committee amended the 2022 PSU award previously granted to Ms. Simo to change the market capitalization goals to corresponding stock price goals, as set forth in the table below. Similar to the market capitalization goals, the stock price goals are measured based on the volume-weighted average closing price of a share of our common stock on The Nasdaq Stock Market over the 30-trading day period preceding the applicable measurement date (the “30-Day VWAP”). After deliberative consideration over the course of several meetings spanning over a year, our Compensation Committee determined that this amendment was necessary to achieve the original intent of the PSU Awards by appropriately reflecting the value creation objectives that our Compensation Committee intended to reward when it initially granted the PSU Award to Ms. Simo. In particular, because the Company was not yet public when the PSU Award was granted, our Compensation Committee did not have visibility as to the implications, once public, that fluctuations in common stock outstanding, including from share repurchases, would have on the original market capitalization goals. Because the Company’s share repurchase activity – which we believe will allow us to generate more value for our stockholders over the long term – has meaningfully outpaced the issuance of new shares since our initial public offering, the use of market capitalization goals has resulted in a continuously moving goal driven in significant part by the Company’s shares outstanding. The lack of certainty as to the performance required to achieve the PSU Award goals due to this “moving goal post” effect significantly weakened the retentive and incentive strength of the award and risked demotivating our Chief Executive Officer in light of the lack of clear performance expectations, largely negating the value, purpose and motivational intent of a performance-based award. In establishing the stock price goals, our Compensation Committee sought to reflect the value creation objectives intended at the time of grant while providing clear visibility into the performance necessary for achievement. In making this amendment, our Compensation Committee believed that the performance targets continued to be challenging and well-aligned with the sustained value creation that stockholders have experienced, or would experience, upon achieving the stock price goals since our initial public offering. Our Compensation Committee also considered that the vast majority of companies that grant valuation-based awards use stock price targets. No other terms of the PSU Award were changed, including the post-vesting holding requirement detailed below. The chart below illustrates the award value that Ms. Simo has earned, or would earn, upon achieving the stock price goals compared to the value that has been created, or would be created, for stockholders since our initial public offering.

  30. 2024 Executive Compensation Program

    | | CEO PSU Vesting Status(1) | | | | | | Performance Goal | Number of PSU Award Shares Eligible to Vest (#) | Before Amendment: Market Capitalization Goals (billions) ($) | After Amendment: Stock Price Goals ($) | Number of PSU Award Shares Vested (#) | Vesting Timing | | Effective Date of IPO Registration Statement | 300,000 | — | — | 300,000 | Upon IPO (Sept 2023) | | Second Performance Goal | 180,000 | 15 | 43.32(2) | 180,000 | Nov 2024 | | Third Performance Goal | 240,000 | 20 | 57.76 | — | Goal Not Yet Met | | Fourth Performance Goal | 480,000 | 30 | 86.64 | — | Goal Not Yet Met | | (1)Upon their resignations in March 2024 and May 2024, respectively, Ms. Sharma and Mr. Giovanni forfeited the unvested portions of their PSU Awards, which consisted of 540,000 and 450,000 shares of our common stock, respectively. The PSU Awards held by Ms. Sharma and Mr. Giovanni had previously vested with respect to 180,000 and 150,000 shares of our common stock, respectively, in connection with the completion of our initial public offering. (2)Following the amendment, and based on the volume-weighted average closing price of our common stock for the 30-trading day period preceding November 12, 2024, the stock price goal of $43.32 was met, resulting in the vesting of 180,000 shares of common stock subject to Ms. Simo’s PSU Award. | | | | | |

  31. 2024 Executive Compensation Program

    Ms. Simo’s PSU Award remains subject to a post-vesting holding requirement, pursuant to which she is required to hold shares received in settlement of the vested portion of her PSU Award 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 her death or disability.

  32. 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 2024 is provided in the section titled “—2024 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 any 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. 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 2024, 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 may, from time to time, 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 2024 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.

  33. 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.

  34. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Policies and Practices Related to the Grant of Certain Equity Awards 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 certain new hires, promotions, or other special circumstances. All required approvals are obtained in advance of or on the actual grant date. Our general practice is to grant annual refresh equity awards in April of each year. We do not presently grant stock options, stock appreciation rights, or similar instruments with option-like features and therefore have not adopted policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. Recoupment Policy As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Additionally, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC and Nasdaq requirements, we have implemented our Incentive Compensation Recoupment Policy, which generally requires that, in the event of an accounting restatement, we recover incentive compensation from our current and former executive officers (as defined in applicable SEC rules) that exceeds the amount of incentive compensation that would have been paid if the amount of the incentive compensation had been determined based on the accounting restatement. The Incentive Compensation Recoupment Policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023. Policy Prohibiting Hedging and Pledging of Our Equity Securities Our Insider Trading Policy prohibits our employees, directors, and subject consultants from engaging in inherently speculative transactions, including short sales and transactions in put options, call options, or other derivative securities, hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and pledging transactions, including securities held in margin accounts and otherwise pledged as collateral for a loan.

  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, 2024, 2023, and 2022.

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Fidji Simo | 2024 | 865,385 | — | 46,853,287(2) | 36,439(3) | 47,755,111 | | Chief Executive Officer | 2023 | 500,000 | 4,712,500(4) | —(5) | 61,073 | 5,273,573 | | | 2022 | 500,000 | 1,000,000 | —(6) | 12,565 | 1,512,565 | | Emily Reuter | 2024 | 451,154 | 100,000(7) | 10,070,816 | 13,939(8) | 10,635,909 | | Chief Financial Officer | | | | | | | | Morgan Fong | 2024 | 500,000 | 625,000(9) | 6,298,765 | 13,939(8) | 7,437,704 | | General Counsel | 2023 | 500,000 | 1,165,000(10) | —(5) | 38,670 | 1,703,670 | | | 2022 | 500,000 | 360,000 | —(6) | 12,565 | 872,565 | | Nick Giovanni | 2024 | 261,538 | 1,156,250(9) | — | 10,531(11) | 1,428,319 | | Former Chief Financial Officer | 2023 | 500,000 | 1,606,250(10) | —(5) | 38,670 | 2,144,920 | | | 2022 | 500,000 | 300,000 | —(6) | 12,565 | 812,565 | | Asha Sharma | 2024 | 96,154 | 806,250(9) | — | 3,870 | 906,274 | | Former Chief Operating Officer | 2023 | 500,000 | 2,062,500(10) | —(5) | 45,950 | 2,608,450 | | | 2022 | 500,000 | 300,000 | —(6) | 12,565 | 812,565 | | (1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the 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 2024 Fiscal Year-End” for additional information. (2)The amount disclosed includes the incremental fair value of the November 2024 modification of Ms. Simo’s PSU Award, computed in accordance with ASC Topic 718. See the section titled “—Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Incentive Compensation—Previously Granted 2022 PSU Awards” for additional information. (3)The amount disclosed consists of (a) $22,500 of personal security expenses as part of our executive security program, calculated at the actual cost to us, (b) $13,800 of 401(k) matching contributions, and (c) Company-paid life insurance premiums. (4)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 was 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, 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. (5)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. Fong, Mr. Giovanni, and Ms. Sharma were $10,735,546, $3,766,854, $6,968,693, and $9,718,493, respectively, computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the 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. (6)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 PSU Award 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. Fong, Mr. Giovanni, and Ms. Sharma were $11,808,041, $4,250,871, $7,183,233, and $8,856,046, respectively, computed in accordance with ASC Topic 718. Assuming achievement of the liquidity event based vesting condition, the aggregate grant date fair values for the PSU Awards 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 market-based 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 11 to our consolidated financial statements included in the 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. (7)Represents a sign-on bonus paid to Ms. Reuter in connection with her commencement of employment in January 2024. (8)The amount disclosed consists of (a) $13,800 of 401(k) matching contributions and (b) Company-paid life insurance premiums. (9)The amounts disclosed represent the portion of the restricted cash award that was vested and paid in fiscal year 2024, in the amount of $625,000, $1,156,250, and $806,250 for Mr. Fong, Mr. Giovanni and Ms. Sharma, respectively. The restricted cash award was granted as a portion of each named executive officer's 2023 refresh RSU award and was paid in four equal quarterly installments starting on August 15, 2023, subject to continued service through each applicable vesting date. (10)The amounts disclosed represent (i) the remaining portion of a discretionary cash bonus related to fiscal year 2022 in the amount of $540,000, $450,000, and $450,000 for Mr. Fong, Mr. Giovanni, and Ms. Sharma, respectively, and (ii) the portion of the restricted cash award described in footnote (9) above that was vested and paid in fiscal year 2023, in the amount of $625,000, $1,156,250, and $1,612,500 for Mr. Fong, Mr. Giovanni, and Ms. Sharma, respectively. (11)The amount disclosed consists of (a) $10,462 of 401(k) matching contributions and (b) Company-paid life insurance premiums. | | | | | | |

  37. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows certain information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2024.

  38. Grants of Plan-Based Awards in 2024

    | Named Executive Officer | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Fidji Simo | 4/17/2024 | 1,257,686 | 45,716,887 | | | 11/12/2024 | — | 1,136,400(2) | | Emily Reuter | 2/26/2024 | 183,748 | 5,767,850 | | | 5/10/2024 | 123,153 | 4,302,966 | | Morgan Fong | 4/17/2024 | 173,281 | 6,298,765 | | (1)Except as otherwise disclosed, the amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during fiscal year 2024, computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the 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. (2)The amount disclosed reflects the incremental fair value of the November 2024 modification of Ms. Simo’s PSU Award, computed in accordance with ASC Topic 718. See the section titled “—Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Incentive Compensation—Previously Granted 2022 PSU Awards” for additional information. | | | |

  39. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024.

  40. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards | | | | | 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) | — | — | — | — | 180,000 | 7,455,600 | — | — | | | 12/7/2022(4) | — | — | — | — | — | — | 720,000 | 29,822,400 | | | 4/17/2024(5) | — | — | — | — | 943,265 | 39,070,037 | — | — | | Emily Reuter | 2/26/2024(6) | — | — | — | — | 183,748 | 7,610,843 | — | — | | | 5/10/2024(7) | — | — | — | — | 92,365 | 3,825,759 | — | — | | Morgan Fong | 5/16/2017 | 231,035 | — | 7.32 | 5/16/2027 | — | — | — | — | | | 9/15/2020(8) | — | — | — | — | 3,032 | 125,586 | — | — | | | 7/1/2021(9) | — | — | — | — | 8,100 | 335,502 | — | — | | | 4/16/2022(7) | — | — | — | — | 26,388 | 1,092,991 | — | — | | | 5/1/2023(10) | — | — | — | — | 35,133 | 1,455,209 | — | — | | | 4/17/2024(5) | — | — | — | — | 108,301 | 4,485,828 | — | — | | Nick Giovanni | 1/27/2021 | 384,375 | — | 47.69 | 1/26/2031 | — | — | — | — |

  41. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1)All of the stock options 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 $41.42, the closing per share price of our common stock as of December 31, 2024, the last trading day of the year. (3)The shares that remain subject to this RSU award vest in six equal quarterly installments on the last day of each calendar quarter to occur after December 31, 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 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 Award vest upon the satisfaction of certain stock price goals ranging from $57.76 to $86.64 per share, 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 Ms. Simo’s continued service with us. As of December 31, 2024, 480,000 of the shares subject to the PSU Award have vested and were issued. The PSU Award is subject to a post-vest holding requirement, pursuant to which Ms. Simo is required to hold shares received in settlement of any vested portion of the PSU Award 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 Ms. Simo’s death or disability. (5)The shares that remain subject to this RSU award as of December 31, 2024 vest in nine 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.” (6)55.55% of the shares subject to this RSU award vest on February 15, 2025, and the remainder of the shares subject to this RSU award vest in four equal quarterly 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.” (7)The shares that remain subject to this RSU award as of December 31, 2024 vest in six 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.” (8)The shares that remain subject to this RSU award as of December 31, 2024 vest in one final installment on January 1, 2025. (9)The shares that remain subject to this RSU award as of December 31, 2024 vest in three 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.” (10)The shares that remain subject to this RSU award as of December 31, 2024 vest in two 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.” |

  42. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table shows certain information regarding options exercised and stock vested with respect to our named executive officers for the fiscal year ended December 31, 2024.

  43. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Fidji Simo | — | — | 834,675 | 31,094,014 | | Emily Reuter | — | — | 30,788 | 1,144,544 | | Morgan Fong | 40,000 | 1,111,593 | 182,459 | 6,352,124 | | Nick Giovanni | — | — | 103,610 | 3,060,646 | | Asha Sharma | — | — | 94,322 | 2,474,066 | | (1)Reflects the difference between the closing price of our common stock underlying the option at exercise and the exercise price of the option. (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. | | | | |

  44. 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.

  45. 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 31, 2024 , the last business day of the fiscal year ended December 31, 2024, other than Mr. Giovanni and Ms. Sharma, who, as previously disclosed, resigned from their respective positions prior to the end of the fiscal year. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on December 31, 2024, the last business day of our fiscal year ended December 31, 2024 and that the price per share of common stock was equal to $41.42 as of December 31, 2024, 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. On May 7, 2024, Nick Giovanni informed us of his decision to resign from his position as our Chief Financial Officer and Treasurer, effective May 10, 2024 and 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. Neither Mr. Giovanni nor Ms. Sharma received any severance benefits with respect to their voluntary resignations.

  46. 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 | 2,000,000 | 2,000,000 | — | | | Continuation of Health Benefits(1) | 41,844 | 41,844 | — | | | Equity Acceleration | 24,820,052 | 46,525,637 | 46,525,637 | | Emily Reuter | Cash Severance | 500,000 | 500,000 | — | | | Continuation of Health Benefits(1) | 203 | 203 | — | | | Equity Acceleration | 4,542,828 | 11,436,602 | 11,436,602 | | Morgan Fong | Cash Severance | 500,000 | 500,000 | — | | | Continuation of Health Benefits(1) | 18,635 | 18,635 | — | | | Equity Acceleration | 959,371 | 7,495,116 | 7,369,530 | | (1)Calculated using 2025 premiums based on 12 months of COBRA coverage, or in the case of Ms. Simo, 18 months of COBRA coverage (which is the maximum COBRA coverage period, despite Ms. Simo’s offer letter including 24 months of COBRA coverage). Ms. Reuter does not participate in our medical health plans. | | | | |

  47. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. To identify the median of the annual total compensation of all our employees, the methodology and the material assumptions, adjustments and estimates that we used were as follows: ●We determined our median employee based on our employee population as of December 31, 2024, which included full-time, salaried, and hourly employees in the United States and Canada, other than our CEO. Pursuant to the de minimis exemption under SEC rules, we excluded employees in China and Australia, as they collectively represent less than 3% of our total employee population. ●To identify the median employee, we utilized a consistently applied compensation measure consisting of: (1) actual annual base salary (for salaried employees), (2) regular earnings and overtime (for hourly workers), (3) actual cash bonus, which includes any commissions, the cash portion (if any) that eligible employees elected to receive in lieu of equity from certain RSU awards, and any other cash bonuses, and (4) grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 granted in fiscal year 2024. We selected this compensation measure as it captures the principal forms of compensation delivered to our employees and this information is readily available with respect to our employees. ●For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect as of December 31, 2024. We did not make any cost-of-living adjustments for employees outside of the United States. After consistently applying the methodology described above to all of our included employees, we determined the identity of our median employee for 2024 and then calculated that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. As set forth in the Summary Compensation Table, our CEO’s annual total compensation for 2024 was $47,755,111. The median of the annual total compensation of all of our employees (other than our CEO) for 2024 was $215,909, resulting in a CEO to median employee pay ratio of approximately 221:1. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC’s regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. Therefore, our pay ratio disclosure may not be comparable to that reported by other companies, as other companies not only have different employee populations and compensation practices but also may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. In addition, our pay ratio was significantly impacted by certain one-time compensation actions during 2024, including the RSUs awarded to our CEO and the amendment of our CEO’s PSU Award, as described above in the sections titled “—Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Incentive Compensation—2024 RSU Refresh Awards” and “—Previously Granted 2022 PSU Awards.”

  48. Pay Versus Performance

    Pay Versus Performance

  49. 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 compensation actually paid (“CAP”) and certain financial performance measures of the Company. For purposes of this disclosure, CAP was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our named executive officers during the applicable years. For further information concerning the Company’s variable pay-for-performance philosophy and how the Compensation Committee aligns executive compensation with the Company’s performance, refer to the section titled “—Compensation Discussion and Analysis.”

  50. Pay Versus Performance Analysis

    | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) ($)(5) | 30 Trading Day VWAP ($)(6) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 47,755,111 | 76,371,539 | 5,102,052 | (455,121) | 122.91 | 155.14 | 457 | 42.82 | | 2023 | 5,273,573 | 55,217,304 | 2,152,347 | 30,247,360 | 69.64 | 113.56 | (1,622) | 24.55 |

  51. Pay Versus Performance Analysis

    (1)Because we became a reporting company in September 2023, data from fiscal years prior to 2023 is excluded from this disclosure. (2)Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our principal executive officer (“PEO”) and the average of the total compensation as reported in the Summary Compensation Table for our remaining named executive officers, other than our PEO (the “Non-PEO NEOs”), for the relevant fiscal year. Our PEO and Non-PEO NEOs for each fiscal year shown in the table were as follows:

  52. Pay Versus Performance Analysis

    | Year | PEO | Non-PEO NEOs | | 2024 | Fidji Simo | Emily Reuter, Morgan Fong, Nick Giovanni, and Asha Sharma | | 2023 | Fidji Simo | Nick Giovanni, Morgan Fong, and Asha Sharma |

  53. Pay Versus Performance Analysis

    (3)The calculation of CAP for 2024 reflects certain adjustments to the amounts reported in the “Total” column in the Summary Compensation Table for our PEO and our Non-PEO NEOs as set forth in the table below (all values shown below for our Non-PEO NEOs represent averages):

  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 | 2024 | 47,755,111 | (46,853,287) | 75,469,715 | 76,371,539 | | Non-PEO NEOs(c) | 2024 | 5,102,052 | (4,092,395) | (1,464,778) | (455,121) | | (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 2024. (b)The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024 (from the end of 2023) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of 2023; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2024 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 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or 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 | 2024 | 39,070,036 | 16,069,587 | 11,235,310 | 9,094,781 | — | — | 75,469,715 | | Non-PEO NEOs(c) | 2024 | 3,980,607 | 326,030 | 866,624 | 630,851 | (7,268,890) | — | (1,464,778) | | * 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

    (4)Represents the cumulative total shareholder return (“TSR”) on our common stock and the cumulative TSR on the S&P 500 Information Technology Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form 10-K, through December 31, 2024. The table assumes $100 was invested at the market close on September 19, 2023, which was the first day our common stock began trading. 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. (5)The dollar amounts reported represent the amount of net income reflected in the Company’s consolidated financial statements for the applicable year. (6)Represents the 30-Day VWAP measured as of the last day of the applicable fiscal year. For purposes of the numbers presented in this table, the “measurement date” for the 30-Day VWAP is the last day of the applicable fiscal year. See “Pay Versus Performance Tabular List” below and the section titled “Executive Compensation—Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Incentive Compensation—Previously Granted 2022 PSU Awards” for more detail.

  57. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The 30-Day VWAP is the most important financial performance measure used by us to link CAP to our named executive officers for the 2024 fiscal year to our performance. As discussed in the section titled “—Compensation Discussion and Analysis—2024 Executive Compensation Program—Long-Term Incentive Compensation—Previously Granted 2022 PSU Awards,” in 2024, we replaced the market capitalization goals applicable to the outstanding PSU Award with stock price goals based on the 30-Day VWAP, which, for purposes of determining whether the PSU Award goals have been achieved, is measured on a rolling basis. Other than the 30-Day VWAP, we did not utilize any financial performance measures to determine CAP to our named executive officers for the 2024 fiscal year.

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

    Analysis of the Information Presented in the Pay Versus Performance Table The charts below describe the relationship between CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, and (i) our cumulative TSR, (ii) the Peer Group TSR, (iii) our net income (loss), and (iv) the 30-Day VWAP measured as of the last day of the applicable fiscal year, on the other hand, over the two years presented in the table above. Our executive compensation program emphasizes equity compensation, which we believe demonstrates a longer-term, ownership orientation. As a result of this emphasis, CAP to our PEO and the average of CAP to our Non-PEO NEOs is significantly impacted by our stock price and TSR performance. Changes to our net income do not directly align with CAP. Compensation Actually Paid and Cumulative TSR and Peer Group TSR The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, each as set forth in the table above, and our cumulative TSR and Peer Group TSR for the two most recently completed fiscal years. Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our non-PEO NEOs, and our net income for the two most recently completed fiscal years, each as set forth in the table above. Compensation Actually Paid and 30-Day VWAP The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and 30-Day VWAP for the two most recently completed fiscal years, each as set forth in the table above. 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.