DEF 14A of Nerdwallet, Inc.
Filed Apr 14, 2026 · FY20250001625278-26-000033
Table of Contents
| 2025 Summary Compensation Table | 26 | | Narrative Disclosure To Summary Compensation Table | 27 | | Outstanding Equity Awards at December 31, 2025 | 28 | | Potential Payments Upon Termination of Employment or Change In Control of the Company | 29 | | Other Compensation and Benefits | 29 | | Equity Compensation Plan Information | 30 | | Transactions with Related Persons | 31 | | Compensation Recovery Policy | 31 | | STOCK OWNERSHIP INFORMATION | 32 | | Security Ownership of Certain Beneficial Owners and Management | 32 | | Delinquent Section 16(a) Reports | 34 | | AUDIT COMMITTEE REPORT | 35 | | Key Responsibilities of Oversight | 35 | | Required Communications with Audit Committee | 35 | | Audit Committee Recommendation | 35 | | AUDIT COMMITTEE MATTERS | 36 | | Pre-Approval Policies and Procedures | 36 | | Independent Registered Public Accounting Firm Fees | 36 | | PROPOSAL NO. 2— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | 37 | | Support for Recommendation | 37 | | Non-Binding Vote | 37 | | Inquiries of Deloitte & Touche LLP at Annual Meeting | 38 | | Recommendation | 38 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2026 ANNUAL MEETING | 39 | | OTHER MATTERS | 45 | | Presentation of Stockholder Proposals and Nominations at 2027 Annual Meeting | 45 | | Access to Reports and Other Information | 45 | | Forward-Looking Statements | 46 |
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: 43 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 | | LYNNE M. LAUBE | | | | | Age: 56 Director Since: 2020 Independent: Yes | Board Committee(s): Audit and Compensation Primary Occupation: Venture Partner at TTV Capital. Other Public Company Boards: None | | ANTHONY LING | | | | | Age: 42 Director Since: 2025 Independent: Yes | Board Committee(s): Audit Primary Occupation: Managing Partner at Rise Growth Partners. Other Public Company Boards: None | | KENNETH T. MCBRIDE | | | | | Age: 58 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
| 4 PROXY STATEMENT 2026 | |
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") Non-qualified stock options | 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 | | Detailed strategy and risk oversight by Board and Committees | Periodic review of Committee charters and key governance policies | | No director overboarding | Commitment to fostering an inclusive workplace | | | 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. Four (4) 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. Jennifer Ceran has decided that she will not stand for re-election at the Annual Meeting and will retire from the Board effective as of the date of the Annual Meeting. Ms. Ceran’s decision not to stand for re-election is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Laube will join Messrs. Ling and McBride on the Audit Committee immediately following the Annual Meeting, and Mr. McBride will serve as Chair of the Audit Committee. All of our director nominees were previously elected by our stockholders with the exception of Mr. Ling, who joined the Board after the 2025 Annual Meeting of 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 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 Diverse and Skilled Board.”
Nominees
Nominees
Nominees
| | | | | | Tim Chen | Lynne M. Laube | Anthony Ling | Kenneth T. McBride |
Recommendation
Recommendation
Recommendation
| 10 PROXY STATEMENT 2026 | |
Director Background and Qualifications
Director Background and Qualifications
Director Nominees
Director Nominees
Director Nominees
| DIRECTOR SINCE: 2011 AGE: 43 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 Chairman of the Board since September 2021. He is a Co-Founder of the Company. Prior to founding the Company, Mr. Chen worked as an investor at JAT Capital Management, L.P. and Perry Capital and as an Equity Research Associate at Credit Suisse. Mr. Chen holds a B.A. in Economics from Stanford University. His experience as Co-Founder and Chief Executive Officer, together with his background in investment management and equity research, provides deep industry knowledge and strategic leadership to our Board. OTHER PUBLIC BOARDS None |
Director Nominees
| | CEO LEADERSHIP | | FINANCIAL ACUMEN | | RISK MANAGEMENT | | MARKETING | | IT & CYBERSECURITY | | | PUBLIC COMPANY BOARD EXPERIENCE | | OPERATIONS & STRATEGY | | CORPORATE GOVERNANCE | | FORMER CEO | | FINANCE/CAPITAL ALLOCATION |
Director Nominees
| | PROXY STATEMENT 2026 11 |
Director Nominees
| DIRECTOR SINCE: 2020 AGE: 56 COMMITTEES: Audit Compensation SKILLS: | Lynne M. Laube Independent Director Ms. Laube has served as a member of our Board of Directors since 2020. She currently serves as a Venture Partner at TTV Capital and is a member of the University of Cincinnati Business Advisory Board. Ms. Laube previously served as Chief Executive Officer of Cardlytics, Inc. (Nasdaq: CDLX) from May 2020 to September 2022 and as a member of its Board of Directors from 2008 through November 2022. Prior to her appointment as CEO, Ms. Laube served as Chief Operating Officer of Cardlytics beginning in 2008. Prior to joining Cardlytics, Ms. Laube held various positions at Capital One from 1994 to 2008, including as a Vice President, and began 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. Her extensive experience in financial services, analytics, operations, and executive leadership provides valuable strategic and operational insight to our Board. OTHER PUBLIC BOARDS None |
Director Nominees
| | CEO LEADERSHIP | | FINANCIAL ACUMEN | | RISK MANAGEMENT | | MARKETING | | IT & CYBERSECURITY | | | PUBLIC COMPANY BOARD EXPERIENCE | | OPERATIONS & STRATEGY | | CORPORATE GOVERNANCE | | FORMER CEO | | FINANCE/CAPITAL ALLOCATION |
Director Nominees
| 12 PROXY STATEMENT 2026 | |
Director Nominees
| DIRECTOR SINCE: 2025 AGE: 42 COMMITTEES: Audit SKILLS: | Anthony "Tony" Ling Independent Director Mr. Ling has served as a member of our board of directors since 2025. He currently serves as a Managing Partner at Rise Growth Partners, a position he has held since 2024. Prior to joining Rise Growth Partners, Mr. Ling served as a Managing Director at Corsair Capital beginning in 2011. Earlier in his career, Mr. Ling held investment roles at Lightyear Capital and J.P. Morgan. Mr. Ling holds a B.A. in Economics and International Studies from Yale University and an M.B.A. from Harvard Business School. His extensive experience in private equity and financial services investing provides valuable expertise in capital allocation, strategic growth, and corporate governance to our Board. Mr. Ling was recommended to the Board by the Company’s Chief Executive Officer based on his experience in the registered investment adviser and broader financial services industry. OTHER PUBLIC BOARDS None |
Director Nominees
| | CEO LEADERSHIP | | FINANCIAL ACUMEN | | RISK MANAGEMENT | | MARKETING | | IT & CYBERSECURITY | | | PUBLIC COMPANY BOARD EXPERIENCE | | OPERATIONS & STRATEGY | | CORPORATE GOVERNANCE | | FORMER CEO | | FINANCE/CAPITAL ALLOCATION |
Director Nominees
| | PROXY STATEMENT 2026 13 |
Director Nominees
| DIRECTOR SINCE: 2022 AGE: 58 COMMITTEES: Audit Compensation SKILLS: | Kenneth T. McBride Lead Independent Director Mr. McBride has served as a member of our Board of Directors since April 2022 and was appointed Lead Independent Director in May 2025. He previously served as Chief Executive Officer of Stamps.com, Inc. (formerly Nasdaq: STMP), an e-commerce mailing and shipping software company, from 2001 to November 2021. He also served as Chairman of the Board of Stamps.com from 2012 to October 2021 and as Chief Financial Officer from 2000 to 2004. Earlier in his career, Mr. McBride served as an Equity Research Analyst at Salomon Smith Barney from 1997 to 1999. He was a member of the board of directors of Stamps.com from August 2001 until its acquisition in October 2021 and subsequently served on the board of managers of Auctane Parent, LP from October 2021 to February 2023. He previously served on the boards of CafePress Inc. (formerly Nasdaq: PRSS) from 2015 to November 2018 and LegalZoom.com, Inc. (Nasdaq: LZ) from 2012 to 2014. Mr. McBride holds an M.S.E.E. and a B.S.E.E. in Electrical Engineering from Stanford University and an M.B.A. from the Stanford Graduate School of Business. His extensive experience as a public company Chief Executive Officer and Chief Financial Officer, together with his background in technology-enabled services and public company governance, provides valuable leadership and strategic expertise to our Board. OTHER PUBLIC BOARDS None |
Director Nominees
| | CEO LEADERSHIP | | FINANCIAL ACUMEN | | RISK MANAGEMENT | | MARKETING | | IT & CYBERSECURITY | | | PUBLIC COMPANY BOARD EXPERIENCE | | OPERATIONS & STRATEGY | | CORPORATE GOVERNANCE | | FORMER CEO | | FINANCE/CAPITAL ALLOCATION |
Director Nominees
| 14 PROXY STATEMENT 2026 | |
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 Diverse and Skilled Board.”
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 Frederic W. Cook & Co., Inc., an 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 2025
Compensation of Non-Employee Directors for 2025 Our non-employee director compensation program is designed to attract and retain qualified directors, provide fair compensation for the time and responsibilities associated with Board and committee service, and align directors' interests with those of our stockholders. The Compensation Committee periodically reviews the program and recommends any appropriate changes to the Board. In May 2025, the Board adopted stock ownership guidelines applicable to our non-employee directors to further align interests with those of our stockholders. Under the guidelines, each non-employee director is expected to hold shares of our Class A common stock with a value equal to five times the annual Board cash retainer (excluding committee or leadership retainers) within five years of the later of the guideline effective date or the date the individual first becomes a director. Compliance is measured annually each calendar year as of December 31st based on the average closing stock price for the immediately prior 60 days, and includes shares owned outright, qualifying trusts, vested deferred shares, and service-based RSUs (whether or not vested) held by the director and his or her immediate family members sharing his or her household. Directors who have not met the ownership requirement after the applicable five-year period must retain at least 50% of net shares received from Company equity awards until the requirement is satisfied. The Board or the Compensation Committee may interpret or waive the guidelines in limited circumstances and may consider compliance in connection with renomination decisions. In connection with adopting the stock ownership guidelines, the Board approved an amendment to the non-employee director compensation policy. Under the amended policy, each non-employee director is entitled to the following annual cash compensation for Board service, payable on a quarterly basis:
Compensation of Non-Employee Directors for 2025
| Annual Compensation of Non-Employee Directors | •Board Member — $50,000 •Audit Committee Chair — $21,500 •Compensation Committee Chair — $15,000 •Audit Committee Member — $10,000 •Compensation Committee Member — $7,500 •Lead Independent Director — $15,000 |
Compensation of Non-Employee Directors for 2025
| | PROXY STATEMENT 2026 21 |
Compensation of Non-Employee Directors for 2025
Each individual elected or appointed to the Board as a non-employee director automatically receives, on the date of such election or appointment, a one-time initial grant of RSUs ("Initial One-Time RSU Grant") with an aggregate target grant date value of $185,000. The Initial One-Time RSU Grant vests in three equal annual installments following the date of election or appointment, subject to the director’s continued service through each applicable vesting date. The Initial One-Time RSU Grant vests in full upon a change in control of the Company, subject to the director's continued service through the date of such change in control. In addition, on the date of each annual meeting of stockholders, each non-employee director serving immediately following the annual meeting automatically receives an annual grant of RSUs ("Annual Equity Award of RSUs") with an aggregate target value of $185,000, determined based on the grant date. If a non-employee director is elected or appointed to the Board on a date other than the annual meeting date, their Annual Equity Award of RSUs is pro-rated accordingly. The Annual Equity Award of RSUs vest on the earlier of (i) the one-year anniversary of the grant date and (ii) the day immediately preceding the next annual meeting of stockholders, subject to the director's continued service through the applicable vesting date. The Annual Equity Award of RSUs vest in full upon a change in control of the Company, subject to the director's continued service through the date of such change in control. Non-employee directors are reimbursed for ordinary, necessary and reasonable out-of-pocket travel expenses incurred in connection with in-person attendance at and participation in Board and committee meetings, in accordance with our applicable policies.
2025 Director Compensation Table
2025 Director Compensation Table The table below sets forth the compensation of our directors in 2025, excluding Tim Chen whose compensation is covered in the Summary Compensation Table.
2025 Director Compensation Table
| Name | Fees Earned Or Paid In Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Jennifer E. Ceran | 70,750 | 190,257 | — | 261,007 | | Lynne M. Laube | 63,500 | 190,257 | — | 253,757 | | Anthony Ling | 36,593(2) | 192,737 | 100,000(3) | 329,330 | | Kenneth T. McBride | 75,935 | 190,257 | — | 266,192 |
2025 Director Compensation Table
(1)The amounts reported in this column represent the aggregate grant date fair value of RSUs granted during 2025, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718, or ASC Topic 718. The assumptions used in calculating the grant date fair value of RSUs are set forth in Note 10–Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report. The table below shows the aggregate numbers of shares subject to outstanding and unexercised option awards and outstanding stock awards held by each non-employee director as of December 31, 2025.
2025 Director Compensation Table
| Name | Option Awards | RSUs | | Jennifer E. Ceran | 120,000 | 18,137 | | Lynne M. Laube | 120,000 | 18,137 | | Anthony Ling | — | 17,996 | | Kenneth T. McBride | — | 18,137 |
2025 Director Compensation Table
(2)This amount has been prorated to reflect time served in 2025. (3)Reflects consulting fees paid to Mr. Ling prior to his appointment as a director of the Company.
2025 Director Compensation Table
| 22 PROXY STATEMENT 2026 | |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows the compensation awarded to, earned by or paid to our Named Executive Officers for the years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Tim Chen Chief Executive Officer and Chairman of the Board | 2025 | 700,000 | — | — | — | 825,024 | 16,100 | 1,541,124 | | | 2024 | 700,000 | — | — | — | 770,800 | 16,304 | 1,487,104 | | John Lee Chief Financial Officer | 2025 | 395,833 | — | 2,594,441 | 3,020,131 | 242,737 | 15,750 | 6,268,892 | | Sam Yount(5) Former Chief Business Officer | 2025 | 423,000 | 1,666,667(4) | 1,259,636 | 1,468,597 | 146,682 | 16,100 | 4,980,682 | | | 2024 | 368,250 | 1,751,667 | — | — | — | 16,283 | 2,136,200 |
2025 Summary Compensation Table
(1)The amounts reported in these columns represent the aggregate grant date fair value of RSUs 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 RSUs and stock options are set forth in Note 10–Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report. (2)The 2025 amounts reported in this column represent performance-based incentive bonuses paid to Messrs. Chen, Lee and Yount based on (i) a revenue-related growth metric and (ii) a non-GAAP operating income-related metric, both in fiscal year 2025, subject to certification of the attainment of the performance levels. On March 18, 2026, the attainment of performance levels for fiscal year 2025 was certified by the Compensation Committee and these performance-based incentive bonuses were earned. (3)The 2025 amounts reported in this column include Company matching contributions under its 401(k) plan of $14,000 for each of Messrs. Chen, Lee and Yount, and other nominal benefits. (4)This amount represents retention compensation paid to Mr. Yount pursuant to the terms of a retention agreement related to the Company's acquisition of On the Barrelhead, Inc., a Delaware corporation ("OTB") in July 2022. Under the retention agreement, Mr. Yount received $5.0 million of cash retention awards which were paid in equal installments on the first, second and third anniversaries of the closing of the acquisition of OTB, subject to Mr. Yount's continued employment with the Company. (5)Mr. Yount served as our Chief Business Officer until April 3, 2026. Upon Mr. Yount's resignation from the Company, all unvested awards (including RSUs and options) were immediately forfeited, while any vested options remain exercisable for a period of 90 days following the date of resignation, after which any unexercised options will be forfeited.
2025 Summary Compensation Table
| 26 PROXY STATEMENT 2026 | |
Outstanding Equity Awards At December 31, 2025
Outstanding Equity Awards At December 31, 2025 The following table provides information about the outstanding Company equity awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards At December 31, 2025
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($)(6) | | Tim Chen | 5/24/2021 | 19,840 | — | $22.18 | 5/24/2026 | | | | | 5/24/2021 | 455,160 | — | $20.16 | 5/24/2031 | | | | | 7/1/2022 | — | 11,990(1) | $9.17 | 7/1/2027 | 29,938(4) | 405,660 | | | 7/1/2022 | 511,447 | 75,331(2) | $8.34 | 7/1/2032 | | | | | 3/15/2023 | | | | | 76,183(4) | 1,032,280 | | John Lee | 3/17/2025 | — | 575,263(3) | $9.02 | 3/16/2035 | 287,632(5) | 3,897,414 | | Sam Yount | 7/11/2022 | | | | | 7,402(5) | 100,297 | | | 3/18/2025 | 24,864 | 107,748(2) | $8.77 | 3/17/2035 | 53,874(4) | 729,993 | | | 6/3/2025 | 15,697 | 109,884(2) | $10.80 | 6/2/2035 | 54,942(4) | 744,464 |
Outstanding Equity Awards At December 31, 2025
(1)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. (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)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. (4)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. (5)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. (6)Market value is calculated based on $13.55, the closing price of our Class A common stock on December 31, 2025.
Outstanding Equity Awards At December 31, 2025
| 28 PROXY STATEMENT 2026 | |
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, Messrs. Chen, Lee, and Yount 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. 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.