DEF 14A of Nerdwallet, Inc.
Filed Apr 2, 2024 · FY20230001625278-24-000083
Table of Contents
| Potential Payments Upon Termination of Employment or Change In Control of the Company | 34 | | Other Compensation and Benefits | 35 | | Equity Compensation Plan Information | 36 | | Transactions with Related Persons | 37 | | Related Person Transactions Policy | 37 | | Compensation Recovery Policy | 38 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 | | AUDIT COMMITTEE REPORT | 42 | | AUDIT COMMITTEE MATTERS | 43 | | Pre-Approval Policies and Procedures | 43 | | Independent Registered Public Accounting Firm Fees | 43 | | PROPOSAL NO. 2— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 44 | | Support for Recommendation | 44 | | Non-Binding Vote | 44 | | Inquiries of Deloitte & Touche LLP at Annual Meeting | 45 | | Recommendation | 45 | | PROPOSAL NO. 3— APPROVAL OF AN AMENDMENT TO THE NERDWALLET, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 46 | | Background | 46 | | Why Stockholders Should Approve the Exculpation Proposal | 46 | | Text of Proposed Amendment to Our Amended and Restated Certificate of Incorporation | 46 | | Vote Required | 47 | | Recommendation | 47 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2024 ANNUAL MEETING | 48 | | OTHER MATTERS | 55 | | Presentation of Stockholder Proposals and Nominations at 2025 Annual Meeting | 55 | | Access to Reports and Other Information | 55 | | Forward-Looking Statements | 56 | | ANNEX A | 57 |
Election of Director Nominees
Election of Director Nominees Board Recommendation: FOR each nominee Required Vote: Plurality of the votes cast
Director Nominees
Director Nominees Our Board has unanimously nominated and recommends a vote “FOR” each of the following nominees for election as directors to serve until the next annual meeting of stockholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
Director Nominees
| TIM CHEN • Chairman of the Board | | | | | Age: 41 Director Since: 2011 Independent: No | Board Committee(s): Ex-officio Attendee; Does Not Vote Primary Occupation: Chief Executive Officer of the Company Other Public Company Boards: None | | JENNIFER E. CERAN | | | | | Age: 60 Director Since: 2020 Independent: Yes | Board Committee(s): Audit Primary Occupation: Board Member of several private and public companies. Other Public Company Boards: Klaviyo, Inc. and Riskified Ltd. | | LYNNE M. LAUBE | | | | | Age: 54 Director Since: 2020 Independent: Yes | Board Committee(s): Compensation Primary Occupation: Operating Partner at Valor Venture Capital Other Public Company Boards: None | | KENNETH T. MCBRIDE | | | | | Age: 56 Director Since: 2022 Independent: Yes | Board Committee(s): Audit and Compensation Primary Occupation: Former Board Member of Auctane, previously known as Stamps.com Inc., and current Board Member of several private company and not-for-profit boards. Other Public Company Boards: None | | MAURICE TAYLOR | | | | | Age: 38 Director Since: 2022 Independent: Yes | Board Committee(s): Audit Primary Occupation: Portfolio Manager at Alyeska Investment Group Other Public Company Boards: None |
Director Nominees
| | 5 |
Processes and Procedures for Compensation Decisions
| Compensation Element | Brief Description | Objectives | | Base Salary | Fixed cash compensation | Attract and retain key executives | | Equity Awards | Restricted Stock Units (RSUs); and Performance Restricted Stock Units (PSUs) | Enhance alignment with stockholders Multiple award types provide diverse incentives | | Change of Control and Severance Policy | Lump sum payment of base salary that would have been earned during the applicable severance period; Payment of, or reimbursement for, continued healthcare coverage under COBRA for the applicable severance period; and In the event of a change of control, acceleration of vesting of time-based awards. | Motivate executives to drive business success independent of the possible occurrence of any transaction Maximize stockholder value by retaining key personnel during actual or rumored transactions Enhance the Company’s ability to attract/retain key executives Pre-established severance benefits can also limit one-off negotiations at the time of each executive termination |
Processes and Procedures for Compensation Decisions
| WHAT WE DO | | ✓Multi-year vesting schedules for equity awards | | ✓Stock Ownership Principles | | ✓Use Independent Compensation Consultant | | ✓Anti-Hedging Policy, applicable to directors and employees | | ✓Compensation Recovery Policy, applicable to officers |
Processes and Procedures for Compensation Decisions
| WHAT WE DON’T DO | | ×No Employment Agreements | | ×No Excise Tax Gross-Ups on Change-in-Control Payments | | ×No Excessive Perquisites | | ×No Special Retirement Benefits designated solely for executive officers | | ×Do not grant options with exercise prices at less than fair market value of our common shares on the date of grant |
Corporate Governance Highlights—Reasonable Governance with A Controlling Stockholder
| Executive sessions of non-management directors and at least an annual executive session of independent directors | Regular evaluation of director compensation | | Annual Board and Committee self-evaluations | Director onboarding program and continuing director education | | Strong Board diversity | Periodic review of Committee charters and key governance policies | | Detailed strategy and risk oversight by Board and Committees | Commitment to fostering a diverse and inclusive workplace | | No director overboarding | Significant engagement with key employees across functional areas, including senior management |
Proposal No. 1—Election of Directors
Proposal No. 1—Election of Directors Our Board currently has five members and all of the current directors are being nominated for election at the Annual Meeting to hold office until the next annual meeting and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. All of our director nominees were previously elected by our stockholders. The Board has determined that all of the director nominees are independent, except for Mr. Chen, who is not considered independent due to his position as our Chief Executive Officer. There are no family relationships among any of the directors, director nominees and executive officers. Each nominee has agreed to serve, if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees and the size of the Board. In this event, the proxy holders may vote, in their discretion, for any substitute nominee proposed by the Board. We have presented below biographical information regarding each nominee. This biographical information is supplemented by additional information regarding the particular experiences, qualifications, attributes and skills that led the Board to conclude each nominee should serve on the Board. This additional information is set forth under “Proxy Summary—A Highly Diverse and Skilled Board.”
Nominees
Nominees
Nominees
| Tim Chen | Jennifer E. Ceran | Lynne M. Laube | Kenneth T. McBride | Maurice Taylor |
Nominees
Our director nominees exhibit a mix of skills, experience, diversity and perspectives:
Nominees
| | Our Board unanimously recommends that you vote “FOR” the election of each of the director nominees. |
Nominees
| 12 PROXY STATEMENT 2024 | |
Director Background and Qualifications
Director Background and Qualifications
Director Nominees
Director Nominees
Director Nominees
| DIRECTOR SINCE: 2011 AGE: 41 COMMITTEES: None SKILLS: | Tim Chen Chief Executive Officer | Chairman of the Board Mr. Chen has served as our Chief Executive officer since 2009, as a member of our Board of Directors since December 2011 and as a Chairman of our Board of Directors since September 2021. Prior to founding the Company, Mr. Chen worked at JAT Capital Management, L.P. and Perry Capital as an Investor and at Credit Suisse as an Equity Research Associate. Mr. Chen holds a B.A. in Economics from Stanford University. We believe Mr. Chen is qualified to serve on our Board of Directors due to his perspective and experience from serving as our Co-Founder and Chief Executive Officer, as well as his experience in the finance industry. OTHER PUBLIC BOARDS None |
Director Nominees
| | 13 |
Director Nominees
| DIRECTOR SINCE: 2020 AGE: 60 COMMITTEES: Audit SKILLS: | Jennifer E. Ceran Independent Director Ms. Ceran has been a member of our Board of Directors since 2020. Ms. Ceran served as the interim CFO of Klaviyo from November 2021 until May 2022. Ms. Ceran served as Chief Financial Officer of Smartsheet Inc. from September 2016 until January 2021. Prior to joining Smartsheet, Ms. Ceran served as the Chief Financial officer of Quotient Technology, Inc. from September 2015 to September 2016. From 2012 to September 2015, Ms. Ceran served as Vice President of Finance at Box, Inc.. From 2003 to 2012, Ms. Ceran served in various leadership roles at eBay Inc., including as Vice President of Investor Relations, Vice President of Financial Planning and Analysis, and Vice President and Treasurer. Ms. Ceran is a member of the board of directors of Klaviyo, Inc. (NYSE: KVYO) and Riskified Ltd. (NYSE: RSKD), and she serves as the Chair of the Audit Committee of both companies. Ms. Ceran holds a B.A. in Communications and French from Vanderbilt University, and an M.B.A. in Finance and Accounting from the University of Chicago, Booth School of Business. Ms. Ceran brings to our Board of Directors valuable financial and business expertise through her years of experience as a Chief Financial Officer with publicly traded companies. Ms. Ceran provides an important role in leading the Board of Directors’ activities on financial and auditing matters, as well as collaborating with our independent registered public accounting firm and management team. OTHER PUBLIC BOARDS Klaviyo, Inc. and Riskified Ltd. |
Director Nominees
| 14 PROXY STATEMENT 2024 | |
Director Nominees
| DIRECTOR SINCE: 2020 AGE: 54 COMMITTEES: Compensation SKILLS: | Lynne M. Laube Independent Director Ms. Laube has been a member of our Board of Directors since 2020. She served as the Chief Executive Officer of Cardlytics, Inc. from May 2020 until September 2022 and as a director of Cardlytics, Inc. (Nasdaq: CDLX), from 2008 through November 2022. Prior to that Ms. Laube served as the Chief Operating officer of Cardlytics, Inc., a role she held since 2008. From 1994 to 2008, Ms. Laube held various positions at Capital One, including as a Vice President. Ms. Laube started her career at Bank One Corporation, where she specialized in operations analysis. Ms. Laube holds a B.S. in Finance and Marketing from the University of Cincinnati. Ms. Laube’s extensive experience in the financial industry, and in analytics and operations, brings a valuable perspective to our Board, along with her experience as a former Chief Executive Officer. OTHER PUBLIC BOARDS None |
Director Nominees
| | 15 |
Director Nominees
| DIRECTOR SINCE: 2022 AGE: 56 COMMITTEES: Audit Compensation SKILLS: | Kenneth T. McBride Independent Director Mr. McBride has been a member of our Board of Directors since April 2022. Mr. McBride was the Chief Executive Officer of Stamps.com, Inc. (formerly Nasdaq: STMP) (“Stamps.com”), an e-commerce and mailing and shipping software company, from 2001 until he decided to step down from the role in November 2021, Chairman of its board of directors from 2012 to October 2021, and Chief Financial Officer from 2000 to 2004. Earlier in his career, Mr. McBride worked as an Equity Research Analyst at Salomon Smith Barney, which was an investment banking firm, from 1997 to 1999. From August 2001 to October 2021, Mr. McBride was on the board of directors of Stamps.com. From October 2021 to February 2023, Mr. McBride was on the board of managers of Auctane Parent, LP (“Auctane”) (f/k/a Stamps Parent LP), the entity that acquired Stamps.com in October 2021. Mr. McBride was previously on the boards of directors of CafePress Inc. (formerly Nasdaq: PRSS), an online retailer of stock and user-customized on-demand products, from 2015 to November 2018 and LegalZoom.com, Inc. (Nasdaq: LZ), an online legal technology company, from 2012 to 2014. Mr. McBride received an M.S.E.E. and a B.S.E.E. in Electrical Engineering from Stanford University and an M.B.A. from the Graduate School of Business at Stanford University. Mr. McBride’s extensive experience as a public company CEO and CFO, his experience with service and technology companies, along with his experience as a board member of public companies, make him a valuable member of the Board. OTHER PUBLIC BOARDS None |
Director Nominees
| 16 PROXY STATEMENT 2024 | |
Director Nominees
| DIRECTOR SINCE: 2022 AGE: 38 COMMITTEES: Audit SKILLS: | Maurice Taylor Independent Director Mr. Taylor has been a member of our Board of Directors since 2022. Mr. Taylor is currently a Portfolio Manager at Alyeska Investment Group, a role he has held since 2020. Prior to that Mr. Taylor served as a Senior Investment Analyst at Alyeska. Prior to joining Alyeska in 2015, Mr. Taylor served as an Equity Research Analyst at Millennium Management from February 2015 to February 2017. Prior to 2015, Mr. Taylor was an Investment Banking Associate in the Technology, Media & Telecom group at J.P. Morgan. Mr. Taylor holds a B.A. with High Distinction in Economics from the University of Michigan-Dearborn, a J.D. from Harvard Law School and an M.B.A from Harvard Business School. Mr. Taylor's years of experience in investing provide a valuable perspective to our Board. OTHER PUBLIC BOARDS None |
Director Nominees
| | 17 |
Director Qualifications—A Balanced, Skilled Board Serving the Long-Term Interests of the Company and Its Stockholders
Director Qualifications—A Balanced, Skilled Board Serving the Long-Term Interests of the Company and Its Stockholders Our Board believes that all Board members should possess all of the following personal characteristics: •Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings; •Accountability: Directors should be accountable for their decisions as directors; •Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues; •Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion; and •High Performance Standards: Directors should have a history of achievements that reflects high standards for themselves and others. The Company believes that each of the directors nominated has a reputation for strong character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. Further, the directors have each demonstrated business acumen and an ability to exercise sound judgment. Our Board also reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity, as described under “Proxy Summary—A Highly Diverse and Skilled Board.”
Director Qualifications—A Balanced, Skilled Board Serving the Long-Term Interests of the Company and Its Stockholders
| 18 PROXY STATEMENT 2024 | |
Compensation Committee
Compensation Committee Our Compensation Committee consists of Ms. Laube and Mr. McBride. The chair of our Compensation Committee is Ms. Laube. Our Board has determined that each of Ms. Laube and Mr. McBride is independent under the Nasdaq Listing Rules, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Although we are a “controlled company” under the Nasdaq corporate governance rules and not required to have a compensation committee consisting solely of independent directors, our Compensation Committee is composed solely of independent directors. Our Compensation Committee is advised by Compensia, our independent executive compensation consultant. The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include: •reviewing and recommending to our Board the compensation of our chief executive officer and other executive officers; •reviewing and recommending to our Board the compensation of our directors; •administering our equity incentive plans and other benefit programs; •reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and •reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors In 2021, we implemented a policy pursuant to which each non-employee director will receive the following cash compensation for service on our Board, paid quarterly, in arrears on the last day of each fiscal quarter in which the service occurred:
Compensation of Non-Employee Directors
| Annual Compensation of Non-Employee Directors | •Board Member — $50,000 •Audit Committee Chair — $20,000 •Compensation Committee Chair — $12,000 •Audit Committee Member — $10,000 •Compensation Committee Member — $6,000 |
Compensation of Non-Employee Directors
In addition, each non-employee director who is elected or appointed to our Board in the future will automatically be granted, upon the date of such election or appointment, an initial, one-time grant of restricted stock units with an aggregate grant date value of $300,000, vesting in three equal annual installments following such election or appointment date, subject to the non-employee director’s remaining in our continuous service through each vesting date. Such grant will vest in full upon a change in control of the Company, subject to the non-employee director remaining in our continuous service through such change in control date. Further, on the date of each annual meeting each non-employee director who has completed at least three months of continuous service as a non-employee director as of the date of such annual meeting and who will continue to serve as a non-employee member of our Board following such annual meeting will automatically be granted restricted stock units with an aggregate target value as of the grant date of $150,000, provided that an eligible non-employee director who received an initial grant at least three, but less than six, months prior to the annual meeting date will be granted restricted stock units with an aggregate grant date fair value of $75,000. The annual grant of restricted stock units will vest on the earlier to occur of the one-year anniversary of the grant date and the day prior to the date of our next annual meeting, subject to the non-employee director remaining in our continuous service through the vesting date. Such grant will also vest in full upon a change in control of the Company, subject to the non-employee director remaining in our continuous service through such change in control date. Each non-employee director is reimbursed for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings, subject to compliance with our applicable policies.
Compensation of Non-Employee Directors
| 26 PROXY STATEMENT 2024 | |
2023 Director Compensation Table
2023 Director Compensation Table The table below sets forth the compensation of our directors in 2023, excluding Tim Chen whose compensation is covered in the Summary Compensation Table.
2023 Director Compensation Table
| Name | Fees Earned Or Paid In Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Jennifer E. Ceran | 70,000 | 145,152 | — | 215,152 | | Lynne M. Laube | 62,000 | 145,152 | — | 207,152 | | Thomas Loverro | 14,000(2) | — | — | 14,000 | | Kenneth T. McBride | 64,500 | 145,152 | — | 209,652 | | Maurice Taylor | 60,000 | 145,152 | — | 205,152 |
2023 Director Compensation Table
(1)The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit awards granted during 2023, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718, or ASC Topic 718. The assumptions used in calculating the grant date fair value of restricted stock units are set forth in Note 11–Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The table below shows the aggregate numbers of shares subject to outstanding and unexercised option awards and outstanding stock awards held by each non-employee director as of December 31, 2023.
2023 Director Compensation Table
| Name | Option Awards | RSUs | | Jennifer E. Ceran | 120,000 | 15,120 | | Lynne M. Laube | 120,000 | 15,120 | | Kenneth T. McBride | — | 32,929 | | Maurice Taylor | — | 34,259 |
2023 Director Compensation Table
(2)This amount has been prorated to reflect time served in 2023.
2023 Director Compensation Table
| | 27 |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table shows the compensation awarded to, earned by or paid to our Named Executive Officers for the year ended December 31, 2023 and, where applicable, December 31, 2022.
2023 Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($)(2) | TOTAL ($) | | Tim Chen Chief Executive Officer and Chairman of the Board | 2023 | 687,500 | — | 5,843,870 | — | — | 15,300 | 6,546,670 | | | 2022 | 625,000 | — | 1,997,488 | 2,636,462 | — | 14,624 | 5,273,574 | | Lauren StClair Chief Financial Officer | 2023 | 771,250 | 163,000(3) | 1,976,902 | — | — | 15,300 | 2,926,452 | | | 2022 | 756,250 | — | 1,082,186 | 1,388,373 | — | 14,391 | 3,241,200 | | Sam Yount General Manager, Consumer Credit | 2023 | 350,000 | 1,666,666(4) | — | — | — | 11,773 | 2,028,439 |
2023 Summary Compensation Table
(1)The amounts reported in these columns represent the aggregate grant date fair value of restricted stock unit awards and stock option awards, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718, or ASC Topic 718. The assumptions used in calculating the grant date fair value of restricted stock units (including PSUs) and stock options are set forth in Note 11–Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value for the PSUs granted in 2023 included in this column ($1,753,158 for Mr. Chen and $566,996 for Ms. StClair) is reported assuming performance at target. The grant date fair value of these PSUs assuming maximum performance at 200% would be: $3,506,316 for Mr. Chen and $1,133,992 for Ms. StClair. (2)The amounts reported in this column include Company matching contributions under its 401(k) plan of $13,200 and $12,200, for 2023 and 2022, respectively, for each of Mr. Chen and Ms. StClair. For Mr. Yount, the 401(k) matching contribution was $9,444 for 2023. (3)This amount represents a discretionary bonus paid to Ms. StClair based on EBITDA-related performance of the Company in 2023. (4)This amount represents retention compensation paid to Mr. Yount in 2023 pursuant to the terms of a retention agreement related to the Company's acquisition of On the Barrelhead, Inc. (OTB) in July 2022. Under the retention agreement, Mr. Yount could receive up to $5.0 million of cash retention awards which are payable in equal installments on the first, second and third anniversaries of the closing of the acquisition of OTB, subject to Mr. Yount's continued employment with the Company.
2023 Summary Compensation Table
| | 31 |
Outstanding Equity Awards At December 31, 2023
Outstanding Equity Awards At December 31, 2023 The following table provides information about the outstanding Company equity awards held by our Named Executive Officers as of December 31, 2023.
Outstanding Equity Awards At December 31, 2023
| | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | VESTING COMMENCEMENT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | 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 ($)(8) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(9) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(8) | | Tim Chen | 5/24/2021 | 9,920 | 9,920(1) | $22.18 | 5/24/2026 | | | | | | | 5/24/2021 | 296,852 | 158,308(1) | $20.16 | 5/24/2031 | | | | | | | 7/1/2022 | — | 11,990(2) | $9.17 | 6/30/2027 | 149,692(5) | 2,203,466 | | | | | 7/1/2022 | 212,063 | 374,715(2) | $8.34 | 6/30/2032 | | | | | | | 3/15/2023 | | | | | 198,075(5) | 2,915,664 | 104,479 | 1,537,931 | | Lauren StClair | 12/16/2020 | 307,604(1)(3) | — | $13.52 | 12/15/2030 | 41,128(4) | 605,404 | | | | | 4/1/2022 | 89,183 | 124,858(2) | $12.64 | 3/23/2032 | 48,159(5) | 708,900 | | | | | 3/15/2023 | | | | | 64,062(5) | 942,993 | 33,790 | 497,389 | | | 3/15/2023 | | | | | 1,296(6) | 19,077 | | | | Sam Yount | 7/11/2022 | | | | | 486,854(7) | 7,166,491 | | | | | 7/11/2022 | | | | | 31,738(4) | 467,183 | | |
Outstanding Equity Awards At December 31, 2023
(1)The option vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/48th of the shares on a monthly basis thereafter for the next 36 months, subject to the executive’s continued service with us on each applicable vesting date. (2)The option vests in substantially equal monthly installments over 48 months of continuous service following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date. (3)Includes 78,744 stock options which are unvested but immediately exercisable, subject to our right to repurchase any then-unvested shares in connection with the termination of service of the holder of such shares. (4)The RSUs will be completely vested once the executive has been a service provider on 17 consecutive Quarterly Installment Dates (approximately four years). A number of shares shall vest on each Quarterly Installment Date (March 1, June 1, September 1, and December 1 of each year, provided that if such date is not a business day, the Quarterly Installment Date shall be the first business day after such date) following the vesting commencement date as follows, subject to the executive being a service provider through such date: •1st through 4th Quarterly Installment Date: No Vesting. •5th Quarterly Installment Date: A number of shares subject to the award shall vest equal to the product of (i) the number of RSUs granted, multiplied by (ii) a fraction, (x) the numerator of which shall be the number of days that have elapsed since, and including, the vesting commencement date and (y) the denominator of which shall be one thousand four hundred sixty (1,460), rounded down to the nearest whole share. •6th through 16th Quarterly Installment Date: 1/16th of the number of RSUs granted shall vest, rounded down to the nearest whole share. •17th Quarterly Installment Date: All then unvested RSUs shall vest. (5)The RSUs vest in 16 substantially equal installments on each Quarterly Installment Date (March 1, June 1, September 1, and December 1 of each year, provided that if such date is not a business day, the Quarterly Installment Date shall be the first business day after such date) following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date. (6)The RSUs vest in 4 substantially equal installments on each Quarterly Installment Date (March 1, June 1, September 1, and December 1 of each year, provided that if such date is not a business day, the Quarterly Installment Date shall be the first business day after such date) following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date, (7)The RSUs were granted to Mr. Yount under the NerdWallet, Inc. 2022 Inducement Equity Incentive Plan related to the Company's acquisition of OTB in July 2022. The RSUs vest in full upon the third anniversary of the vesting commencement date. (8)Market value is calculated based on $14.72, the closing price of our Class A common stock on December 31, 2023. (9)Represents target award PSUs with both service-based and performance-based conditions. Recipients of these PSUs were eligible to earn between 0% and 200% of their target awards based upon the achievement of (i) an EBITDA-related metric and (ii) a revenue-related metric, both in fiscal year 2023, subject to certification of the attainment of the performance level, with such RSUs further subject to service-based vesting over a period of three years. On March 19, 2024, the attainment of performance levels for fiscal year 2023 was certified by the Compensation Committee and 0% of these target awards were earned.
Outstanding Equity Awards At December 31, 2023
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Potential Payments Upon Termination of Employment or Change in Control of the Company
Potential Payments Upon Termination of Employment or Change in Control of the Company Pursuant to our change of control and severance policy, which became effective as of June 16, 2021, Mr. Chen and Ms. StClair were eligible for the benefits described in this paragraph (which such benefits specifically supersede any prior agreements relating to such benefits). The policy has a term of three years, subject to automatic renewal unless terminated by the Company at least three months prior to the date on which the policy would otherwise renew. In the event of a termination without cause or resignation for good reason (a “Qualifying Termination”), each such officer, contingent on execution of a general release of claims against us, will be entitled to (i) a lump sum payment equal to (A) the amount of base salary that would have been earned during the severance period (at the rate in effect immediately prior to such termination prior to any reduction that triggered a resignation for good reason), plus (B) payment of the officer’s target bonus, if applicable, assuming the bonus would have been earned at 100% of target, and prorated based on the number of calendar months completed in the performance period in which the termination occurs and (ii) to the extent the officer timely elects to receive continued coverage under our group healthcare plans, payment of, or reimbursement for, such coverage under COBRA, for up to the length of the severance period. The severance period will be six months; provided, however, that if such Qualifying Termination occurs during the period beginning 3 months prior to, and ending on the date that is 12 months following, a change in control of the Company (a Change in Control Termination), then the severance period will be 12 months. In addition, in the event of a Change in Control Termination, each such officer would also receive (x) if applicable, payment of the officer’s annual target bonus assuming the bonus would have been earned at 100% of target, and (y) vesting of each of the officer’s outstanding equity awards (excluding performance-based awards) as if the officer had completed an additional 12 months of continuous service beyond the termination date. On March 15, 2023, we amended our change of control and severance policy to provide for the following: (i) in the event of a Change in Control Termination, each officer’s unvested outstanding equity awards (excluding performance-based awards) will vest fully and (ii) in the event of a Qualifying Termination that is not a Change in Control Termination, such officer will no longer be eligible to receive a prorated target bonus. Mr. Yount is not a participant in the Company's change of control and severance policy, but has certain severance and change of control benefits pursuant to the terms of his cash and equity retention agreements. Pursuant to the cash retention agreement entered into with Mr. Yount, in the event that his employment with the Company or any of its subsidiaries terminates as a result of a Qualifying Termination prior to the third anniversary of the closing of the acquisition of OTB, and he (or his executor or representative in the case of his death) signs, and does not revoke, a release of all claims against the Company and its affiliates, in a form approved by the Company, within sixty (60) days following such Qualifying Termination, then the retention bonuses shall immediately be deemed earned as of the date of the Qualifying Termination, and the remaining retention bonuses that were not previously paid to him will be paid to him within seventy (70) days following such Qualifying Termination. A "Qualifying Termination" is defined as a termination of employment due to death, permanent disability, by the Company other than for cause, or resignation for good reason. Pursuant to the retention RSU award agreement entered into with Mr. Yount, in the event that his employment with the Company or any of its subsidiaries terminates prior to the third anniversary of the date of grant as a result of the Company terminating his employment for any reason other than cause, or Mr. Yount's resignation for good reason, and he signs, and does not revoke, a release of all claims against the Company and its affiliates, in a form approved by the Company, within sixty (60) days following such Qualifying Termination, then the RSUs shall immediately vest in full on the date that such release becomes effective.
Potential Payments Upon Termination of Employment or Change in Control of the Company
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