DEF 14A of Nerdwallet, Inc.
Filed Apr 14, 2025 · FY20240001625278-25-000056
Table of Contents
| 2024 Summary Compensation Table | 29 | | Narrative Disclosure To Summary Compensation Table | 30 | | Outstanding Equity Awards at December 31, 2024 | 31 | | Potential Payments Upon Termination of Employment or Change In Control of the Company | 32 | | Other Compensation and Benefits | 33 | | Equity Compensation Plan Information | 34 | | Transactions with Related Persons | 34 | | Related Person Transactions Policy and Transactions with Related Persons | 34 | | Compensation Recovery Policy | 35 | | STOCK OWNERSHIP INFORMATION | 36 | | Security Ownership of Certain Beneficial Owners and Management | 36 | | Delinquent Section 16(a) Reports | 38 | | AUDIT COMMITTEE REPORT | 39 | | AUDIT COMMITTEE MATTERS | 40 | | Pre-Approval Policies and Procedures | 40 | | Independent Registered Public Accounting Firm Fees | 40 | | PROPOSAL NO. 2— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 41 | | Support for Recommendation | 41 | | Non-Binding Vote | 41 | | Inquiries of Deloitte & Touche LLP at Annual Meeting | 42 | | Recommendation | 42 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2025 ANNUAL MEETING | 43 | | OTHER MATTERS | 49 | | Presentation of Stockholder Proposals and Nominations at 2026 Annual Meeting | 49 | | Access to Reports and Other Information | 49 | | Forward-Looking Statements | 50 |
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: 42 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: 61 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: 55 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: 57 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 |
Director Nominees
| | 5 |
Processes and Procedures for Compensation Decisions
| Compensation Element | Brief Description | Objectives | | Base Salary | Fixed cash compensation | Attract and retain key executives | | Annual Incentive Program | Performance-based cash compensation | Enhance alignment with Company performance | | Equity Awards | Restricted Stock Units (RSUs) Performance-based Stock Options (PSOs); and Performance-based 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 independent directors | Regular evaluation of director compensation | | Annual Board and Committee self-evaluations | Director onboarding program and continuing director education | | 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 (5) members, of whom four (4) 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. Maurice Taylor has decided not to stand for reelection at the Annual Meeting. Therefore, Mr. Taylor's service, as a director, will terminate as of the Annual Meeting date, or May 21, 2025. Mr. Taylor's decision not to stand for reelection is not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Upon Mr. Taylor's departure, Lynne Laube, subject to her election by our stockholders, will assume a position on the Audit Committee in addition to continuing to serve as chair of the Compensation Committee. 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
Recommendation
Recommendation
Recommendation
| | 11 |
Director Background and Qualifications
Director Background and Qualifications
Director Nominees
Director Nominees
Director Nominees
| DIRECTOR SINCE: 2011 AGE: 42 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
| 12 PROXY STATEMENT 2025 | |
Director Nominees
| DIRECTOR SINCE: 2020 AGE: 61 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
| | 13 |
Director Nominees
| DIRECTOR SINCE: 2020 AGE: 55 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
| 14 PROXY STATEMENT 2025 | |
Director Nominees
| DIRECTOR SINCE: 2022 AGE: 57 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
| | 15 |
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
| 16 PROXY STATEMENT 2025 | |
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 was previously advised by Compensia and is now advised by Frederic W. Cook & Co., Inc., 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 reviewing and approving the compensation of 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 for 2024
Compensation of Non-Employee Directors for 2024 Our director compensation program is designed to attract and retain qualified directors, fairly compensate directors for the time they spend in fulfilling their duties and align their compensation with the interests of stockholders. The Compensation Committee periodically reviews director compensation and will recommend any appropriate changes to the Board. 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 for 2024
| 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 for 2024
In addition, each non-employee director who is elected or appointed to our Board would automatically be granted, upon the date of such election or appointment, an initial, one-time grant of restricted stock units ("Initial One-Time RSU Grant") 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 would 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 ("Annual Equity Award of RSUs"), 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 $75,000. The Annual Equity Award of RSUs will vest on the earlier to occur of the one-year anniversary of the grant date and the day prior to the date of our next annual meeting, subject to the non-employee director remaining in our continuous service through the vesting date. Such grant also vests in full upon a change in control of the Company, subject to the non-employee director remaining in our continuous service through such change in control date. Each non-employee director is reimbursed for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings, subject to compliance with our applicable policies.
Compensation of Non-Employee Directors for 2024
| 24 PROXY STATEMENT 2025 | |
2024 Director Compensation Table
2024 Director Compensation Table The table below sets forth the compensation of our directors in 2024, excluding Tim Chen whose compensation is covered in the Summary Compensation Table.
2024 Director Compensation Table
| Name | Fees Earned Or Paid In Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Jennifer E. Ceran | 70,000 | 149,987 | — | 219,987 | | Lynne M. Laube | 62,000 | 149,987 | — | 211,987 | | Kenneth T. McBride | 66,000 | 149,987 | — | 215,987 | | Maurice Taylor | 60,000 | 149,987 | — | 209,987 |
2024 Director Compensation Table
(1)The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit awards granted during 2024, 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 10–Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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, 2024.
2024 Director Compensation Table
| Name | Option Awards | RSUs | | Jennifer E. Ceran | 120,000 | 11,061 | | Lynne M. Laube | 120,000 | 11,061 | | Kenneth T. McBride | — | 19,966 | | Maurice Taylor | — | 20,630 |
2024 Director Compensation Table
| | 25 |
Other Senior Management
Other Senior Management Set forth below are descriptions of the backgrounds of other members of senior management of the Company.
Other Senior Management
| Lynee Luque | | | Chief People Officer Age: 46 | Lynee Luque. Ms. Luque has served as our Chief People Officer since April 1, 2022. Prior to that, Ms. Luque served as our Vice President of People Operations since joining NerdWallet in September of 2020. Prior to joining NerdWallet, Ms. Luque served as VP and Head of People at Envoy, a position she held beginning in September 2018. Before her role at Envoy, Ms. Luque served as Global Human Resources Director for Twitter. Ms. Luque has a B.S. degree from the University of California, Berkeley and an M.B.A. from the University of Michigan, Ann Arbor. |
Other Senior Management
| Ekumene “E” Lysonge | | | Chief Legal Officer Age: 48 | Ekumene “E” Lysonge. Mr. Lysonge has served as our Chief Legal Officer since April 1, 2023. Prior to that, Mr. Lysonge served as our General Counsel since joining NerdWallet in April 2021. Prior to joining NerdWallet, Mr. Lysonge served as Global Deputy General Counsel and Assistant Corporate Secretary at Jones Lang LaSalle, a position he held beginning in January 2020. Mr. Lysonge served as Vice President and General Counsel of Snapfish from March 2019 through January 2020. Prior to his role at Snapfish, Mr. Lysonge served as Vice President, General Counsel, and Corporate Secretary at CafePress, Inc. Mr. Lysonge holds a B.A. from Fisk University and a J.D. from the Vanderbilt University Law School. |
Other Senior Management
| | 27 |
Other Senior Management
| Jason Rodriguez | | | Chief Product Officer Age: 47 | Jason Rodriguez. Mr. Rodriguez has served as our Chief Product Officer since January 2023. Prior to that Mr. Rodriguez served as VP of Technology, NEXT for NerdWallet beginning in October 2020. Prior to joining NerdWallet, Mr. Rodriguez served as the Chief Technology Officer at Fundera (acquired by NerdWallet in 2020) from October 2019 to October 2020. Prior to joining Fundera, Mr. Rodriguez served as VP of Product and Engineering for SoulCycle from August 2016 to October 2019. Mr. Rodriguez has a B.S. in Computer Science from NYU School of Engineering. | | Nicholas Tatum | | | Chief Accounting Officer Age: 40 | Nicholas "Nik" Tatum. Mr. Tatum, a Certified Public Accountant, has served as NerdWallet's Corporate Controller since joining NerdWallet in August 2022, and was appointed Chief Accounting Officer effective March 2025. From January 2015 to August 2022, Mr. Tatum served in various roles at Under Armour, Inc., including most recently as the Senior Director, Corporate and Global Accounting. From September 2013 to January 2015, Mr. Tatum served as Director, Financial Reporting at Millennial Media. Prior to that, Mr. Tatum held various roles with PricewaterhouseCoopers. Mr. Tatum holds a Bachelor of Science degree from the University of Maryland. |
Other Senior Management
| 28 PROXY STATEMENT 2025 | |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table shows the compensation awarded to, earned by or paid to our Named Executive Officers for the years ended December 31, 2024 and 2023.
2024 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 | 2024 | 700,000 | — | — | — | 770,800(3) | 16,304 | 1,487,104 | | | 2023 | 687,500 | — | 5,843,870 | — | — | 15,300 | 6,546,670 | | Lauren StClair(5) Chief Financial Officer | 2024 | 770,000 | — | 1,551,938 | 822,631 | — | 16,037 | 3,160,606 | | | 2023 | 771,250 | 163,000 | 1,976,902 | — | — | 15,300 | 2,926,452 | | Sam Yount Chief Business Officer | 2024 | 368,250 | 1,751,667(4) | — | — | — | 16,283 | 2,136,200 | | | 2023 | 350,000 | 1,666,666 | — | — | — | 11,773 | 2,028,439 |
2024 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 ASC Topic 718. The assumptions used in calculating the grant date fair value of restricted stock units (including PSUs) and stock options (including PSOs) are set forth in Note 10–Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The grant date fair value for the PSOs granted in 2024 included in this column ($822,631 for Ms. StClair) is reported assuming performance at target, and the grant date fair value of these PSOs assuming maximum performance at 200% would be $1,645,261 for Ms. StClair. (2)The 2024 amounts reported in this column include Company matching contributions under its 401(k) plan of $13,800 for each of Mr. Chen, Ms. StClair and Mr. Yount. (3)This amount represents a performance-based incentive bonus paid to Mr. Chen based on (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification of the attainment of the performance levels. On March 18, 2025, the attainment of performance levels for fiscal year 2024 was certified by the Compensation Committee and this performance-based incentive bonus was earned. (4)This amount includes retention compensation of $1,666,667 paid to Mr. Yount 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. Additionally, this amount also includes a discretionary bonus of $85,000 paid to Mr. Yount based on driving performance of insurance products of the Company in 2024. (5)Ms. StClair served as our Chief Financial Officer until March 7, 2025. Upon Ms. StClair's resignation from the Company, all unvested awards (including RSUs and PSOs) were immediately forfeited, while any vested options remain exercisable for a period of 90 days following the date of resignation, after which any unexercised options will be forfeited.
2024 Summary Compensation Table
| | 29 |
Outstanding Equity Awards At December 31, 2024
Outstanding Equity Awards At December 31, 2024 The following table provides information about the outstanding Company equity awards held by our Named Executive Officers as of December 31, 2024.
Outstanding Equity Awards At December 31, 2024
| | | OPTION AWARDS | | | | STOCK AWARDS | | | NAME | VESTING COMMENCEMENT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | 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 ($)(9) | | Tim Chen | 5/24/2021 | 14,880 | 4,960(1) | $22.18 | 5/24/2026 | | | | | 5/24/2021 | 410,644 | 44,516(1) | $20.16 | 5/24/2031 | | | | | 7/1/2022 | — | 11,990(2) | $9.17 | 7/1/2027 | 89,815(7) | 1,194,540 | | | 7/1/2022 | 361,755 | 225,023(3) | $8.34 | 7/1/2032 | | | | | 3/15/2023 | | | | | 137,129(7) | 1,823,816 | | Lauren StClair (5) | 12/16/2020 | 307,604(1) | — | $13.52 | 12/15/2030 | 1,756(6) | 23,355 | | | 4/1/2022 | 142,694 | 71,347(3) | $12.64 | 3/23/2032 | 26,755(7) | 355,842 | | | 3/15/2023 | | | | | 44,350(7) | 589,855 | | | 3/21/2024 | — | 148,629(4) | $15.73 | 3/20/2034 | 80,162(7) | 1,066,155 | | Sam Yount | 7/11/2022 | | | | | 486,854(8) | 6,475,158 | | | 7/11/2022 | | | | | 19,570(6) | 260,281 |
Outstanding Equity Awards At December 31, 2024
(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 as to 100% of the shares subject to the option on January 1, 2026, subject to the executive's continued service with us on the vesting date. (3)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. (4)Represents PSOs with both service-based and performance-based conditions, at a payout of 164% of target. Recipients of these PSOs were eligible to earn between 0% and 200% of their target awards based upon the achievement of (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2024, subject to certification of the attainment of the performance levels, with such PSOs further subject to service-based vesting over a period of three years. (5)Upon Ms. StClair's resignation from the Company effective March 7, 2025, all unvested options (including PSOs) and RSUs were immediately forfeited, while any vested options remain exercisable for a period of 90 days following the date of resignation, after which any unexercised options will be forfeited. (6)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. (7)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. (8)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. (9)Market value is calculated based on $13.30, the closing price of our Class A common stock on December 31, 2024.
Outstanding Equity Awards At December 31, 2024
| | 31 |
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. The policy automatically renewed for an additional three-year period on June 16, 2024. 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 CEO Incentive Program, in the event Mr. Chen's employment with the Company terminates for any reason other than as a result of death, disability or an involuntary termination, then, unless otherwise determined by the Committee, his bonus opportunity is immediately and automatically forfeited. Furthermore, if at any time before the bonus is paid, and while Mr. Chen is continuously employed by the Company or an affiliate, (i) a Change of Control occurs and (ii) the surviving or acquiring corporation (or its parent company) in such Change of Control does not assume or continue the CEO Incentive Program or substitute a similar bonus opportunity for this Program (a “Replacement Award”), then Mr. Chen will become immediately entitled to receive a bonus payout at the Change of Control Performance Level upon the Change of Control. If, within twelve (12) months after a Change of Control, Mr. Chen experiences a COC Qualifying Termination (as defined in the Company’s Amended and Restated Change of Control and Severance Policy) before the bonus under CEO Incentive Program (or the Replacement Award) has been paid, Mr. Chen will become immediately entitled to receive such bonus (or Replacement Award) upon such COC Qualifying Termination. If Mr. Chen experiences a Qualifying Termination (as defined in the Company’s Amended and Restated Change of Control and Severance Policy) before the bonus under this Program has been paid and then a Change of Control occurs within three (3) months following such termination of employment, Mr. Chen will become immediately entitled to receive such bonus at the Change of Control Performance Level. 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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