DEF 14A of ThredUp Inc., Apr 5, 2024

DEF 14A of ThredUp Inc.

Filed Apr 5, 2024 · FY20230001628280-24-015036

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Number of Directors; Board Structure

    Number of Directors; Board Structure Our Board is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the Annual Meeting. The term of the Class I directors expires at the 2025 annual meeting and the term of the Class II directors expires at the 2026 annual meeting. After the initial terms expire, directors are expected to be elected to hold office for a three-year term and until the election and qualification of their successors in office. On March 19, 2024, one of our Class III directors, Marcie Vu, notified our Board of her intent not to stand for re-election as a Class III director. The decision of Marcie Vu not to stand for re-election is not a result of any disagreement with us on any matter relating to our operations, policies or practices.

  3. Nominees

    Nominees Our Board has nominated Mses. Patricia Nakache and Mandy Ginsberg for election as Class III directors to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a member of our Board and has consented to serve if elected. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class III is up for re-election at the Annual Meeting. Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce the size of our Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

  4. Recommendation of our Board

    Recommendation of our Board OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES. The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused our Board to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. Finally, we value our directors’ diversity and experience in relevant areas of business management and on other Boards and Board committees. Our Corporate Governance Guidelines also dictate that a majority of our Board be comprised of directors whom our Board has determined are “independent” directors under the published listing requirements of the Nasdaq Global Select Market (“Nasdaq").

  5. Directors

    Directors The following table sets forth information regarding our directors, including their ages, as of April 5, 2024:

  6. Directors

    | Name | Age | Positions and Offices Held with the Company | Class | | Employee Directors: | | | | | James Reinhart | 45 | Chief Executive Officer, Director and Co-Founder | II | | Non-Employee Directors: | | | |

  7. Directors

    | Patricia Nakache(3) | 58 | Director, Chairperson | III | | Ian Friedman(1) | 41 | Director | I | | Mandy Ginsberg(2)(3) | 54 | Director | III | | Timothy Haley(2) | 69 | Director | I | | Jack Lazar(1) | 58 | Director | II | | Dan Nova(2) | 62 | Director | II | | Coretha Rushing(2) | 68 | Director | I | | Marcie Vu(1)(4) | 51 | Director | III |

  8. Directors

    ____________ (1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating and ESG Committee. (4)Ms. Vu does not intend to stand for re-election for the 2024 annual meeting of stockholders. Our Board believes that directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to our business, while also representing a diversity of age, gender, race, sexual orientation and ethnicity, contribute to a well-balanced and effective Board. Our Board’s current metrics are highlighted in the following graphic. Information about each individual director and director nominee follows.

  9. Board Diversity Matrix (As of April 5, 2024)

    Board Diversity Matrix (As of April 5, 2024)

  10. Board Diversity Matrix (As of April 5, 2024)

    | | Friedman | Ginsberg | Haley | Lazar | Nakache | Nova | Reinhart | Rushing | Vu | | Part I: Gender Identity | | | | | | | | | | | Female | | ● | | | ● | | | ● | ● | | Male | ● | | ● | ● | | ● | ● | | | | Part II: Demographic Background | | | | | | | | | | | African American or Black | | | | | | | | ● | | | Asian | | | | | | | | | ● | | White | ● | ● | ● | ● | ● | ● | ● | | |

  11. Information Concerning Director Nominees

    Information Concerning Director Nominees Patricia Nakache. Ms. Nakache has served as a member of our board of directors since June 2010 and Chairperson of our board of directors since September 2020. Ms. Nakache has served in various roles and most recently as a General Partner of Trinity Ventures, a venture capital firm since July 1999. Ms. Nakache has served as a Lecturer in Management at the Stanford Graduate School of Business since April 2016. From 1991 to 1998, Ms. Nakache served in various roles and most recently as a Practice Consultant and Senior Engagement Manager at McKinsey & Company, a management consulting firm. From 1987 to 1989, Ms. Nakache served as a Business Analyst at McKinsey & Company. Ms. Nakache served as a board member of the National Venture Capital Association, an organization dedicated to advocating for public policy that supports the American entrepreneurial ecosystem, from May 2018 to May 2022. Ms. Nakache served as a board member for Papaya Growth Opportunity Corp I from January to December 2022. From 2008 to January 2014, Ms. Nakache served as a member of the board of directors of Care.com, Inc., a publicly traded family and senior care company that was acquired by IAC/InterActiveCorp in February 2020. Ms. Nakache also serves as a member of the board of directors of a number of privately held companies. Ms. Nakache holds a Master of Business Administration from the Stanford University Graduate School of Business and a Bachelor of Arts in Physics and Chemistry from Harvard University. We believe that Ms. Nakache is qualified to serve as a member of our board of directors because of her significant knowledge of and history with our company, her experience as a seasoned investor and as a current and former director of numerous privately held consumer growth and technology companies, and her knowledge of the industry in which we operate. Mandy Ginsberg. Ms. Ginsberg has served as a member of our board of directors since December 2020. Since October 2022, Ms. Ginsberg has served as an Operating Partner of Advent International, one of the largest and most experienced global private equity investors. December 2017 to March 2020, Ms. Ginsberg served as Chief Executive Officer of Match Group, Inc. From December 2015 to December 2017, Ms. Ginsberg served as Chief Executive Officer of Match Group Americas. From July 2014 to December 2015, she served as the Chief Executive Officer of The Princeton Review. Ms. Ginsberg is a member of the board of directors of Uber Technologies, Inc., a publicly traded ride hailing and movement company. Ms. Ginsberg served on the board of directors of J.C. Penney Company, Inc. from July 2015 to December 2020, Match Group, Inc. from December 2017 to March 2020 and Care.com from February 2012 to December 2014. Ms. Ginsberg holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and a Bachelor of Arts in English Literature and Spanish Literature from the University of California, Berkeley. We believe that Ms. Ginsberg is qualified to serve as a member of our board of directors because of her extensive operational, innovation and high-growth experience with consumer and digital companies and global company leadership and her experience as a board member of publicly traded technology companies.

  12. Information Concerning Continuing Directors

    Information Concerning Continuing Directors Ian Friedman. Mr. Friedman has served as a member of our Board of directors since August 2015. Since January 2014, Mr. Friedman has worked as an investor in the venture capital industry. Since September 2022, Mr. Friedman has served as Partner and Managing Director, Co-Head of Technology Investments at L Catterton, a consumer-focused private equity firm. From October 2020 to December 2022, Mr. Friedman served as the Chief Executive Officer and a director of Highland Transcend Partners I Corp., a publicly traded special purpose acquisition company. From September 2012 to October 2019, Mr. Friedman served as the Co-Head of Goldman Sachs Investment Partners, Venture Capital and Growth Equity, a banking and financial services company. From September 2008 to July 2010, Mr. Friedman served as a Private Equity Investor of Bain Capital, LLC, a private investment firm. From September 2006 to July 2008, Mr. Friedman served as a consultant at Boston Consulting Group, a management consulting firm. Mr. Friedman holds a Master of Business Administration from the Stanford Graduate School of Business and a degree in Honours Business Administration from the University of Western Ontario, Richard Ivey School of Business. We believe that Mr. Friedman is qualified to serve as a member of our Board of directors because of his extensive business and investment experience in the venture capital industry and his knowledge of the industry in which we operate. Timothy Haley. Mr. Haley has served as a member of our Board since March 2011. Mr. Haley is a founding member of Redpoint Ventures, a venture capital firm, where he has served as the Managing Director since 1999. Mr. Haley is also a member of the boards of directors of Netflix, Inc., a publicly traded media-services provider and production company, 2U, Inc., a publicly traded education technology company, and Zuora, Inc., a publicly traded enterprise software company. Mr. Haley has also served as a member of the boards of directors of a number of privately held companies. Mr. Haley holds a Bachelor of Arts in Philosophy from Santa Clara University. We believe that Mr. Haley is qualified to serve as a member of our Board because of his extensive experience in the venture capital industry and as a board member of publicly traded and privately held technology companies and his knowledge of the industry in which we operate. Jack Lazar. Mr. Lazar has served as a member of our board of directors since June 2017. Since March 2016, Mr. Lazar has been an independent business consultant. From January 2014 to March 2016, Mr. Lazar served as the Chief Financial Officer at GoPro, Inc., a publicly traded provider of wearable and mountable capture devices. From January 2013 to January 2014, Mr. Lazar was an independent business consultant. From May 2011 to January 2013, Mr. Lazar served as Senior Vice President, Corporate Development at Qualcomm Incorporated and General Manager of Qualcomm Atheros, Inc., a developer of communications semiconductor solutions. From September 2003 until it was acquired by Qualcomm Incorporated in May 2011, Mr. Lazar served in various positions at Atheros Communications, Inc., a provider of communications semiconductor solutions, most recently as Senior Vice President of Corporate Development, Chief Financial Officer and Secretary. Mr. Lazar is also a member of the boards of directors of Astera Labs, a publicly traded company that delivers semiconductor-based connectivity solutions (since December 2022), Box, Inc., a publicly traded enterprise cloud content and file sharing provider (since March 2020), GlobalFoundries Inc., a publicly traded semiconductor contract manufacturing and design company (since July 2021) and Resideo Technologies, Inc., a publicly traded provider of comfort and security solutions (since September 2018). Mr. Lazar previously served on the boards of directors of Silicon Laboratories, Inc., a publicly traded analog and mixed signal semiconductor company from April 2013 to April 2022, Casper Sleep Inc., a publicly traded sleep wellness company from April 2019 until its sale to Durational Capital in January 2022, Mellanox Technologies, Ltd., a publicly traded communications semiconductor company, from June 2018 until its sale to NVIDIA Corporation in April 2020, Quantenna Communications, Inc., a publicly traded wireless semiconductor company, from July 2016 until its sale to ON Semiconductor Incorporated in June 2019, and TubeMogul, Inc., a publicly traded enterprise software company, from October 2013 until its sale to Adobe in December 2016. Mr. Lazar is a certified public accountant (inactive) and holds a Bachelor of Science in Commerce with an emphasis in Accounting from Santa Clara University. We believe that Mr. Lazar is qualified to serve as a member of our board of directors because of his business and financial expertise and extensive experience as an executive and board member of publicly traded technology companies. Dan Nova. Mr. Nova has served as a member of our board of directors since September 2012. Mr. Nova has served as a General Partner of Highland Capital Partners since 1996. From October 2020 to December 2022, Mr. Nova also served as the Chief Investment Officer of Highland Transcend Partners I Corp., a publicly traded special purpose acquisition company. Prior to joining Highland in 1996, Dan was a Partner at CMGI@Ventures from 1995 to 1996. From 1989 to 1994, Mr. Nova was a Senior Associate at Summit Partners. Mr. Nova also serves on the Board of Trustees of Eversource Energy, a publicly traded energy company since June 2023 and the board of Rent the Runway, Inc., a publicly traded online subscription service for clothing since February 2010.. Mr. Nova also serves as a member of the board of directors of a number of privately held companies and has served as a member of the board of directors of publicly traded companies in the past. Mr. Nova holds a Master of Business Administration from Harvard Business School and a Bachelor of Science in Computer Science and Marketing from Boston College. We believe that Mr. Nova is qualified to serve as a member of our board of directors because of his extensive experience with venture capital and technology companies and his experience as former director of publicly traded companies. James Reinhart. Mr. Reinhart co-founded ThredUp and has served as our Chief Executive Officer and as a member of our Board since January 2009. Prior to founding ThredUp, Mr. Reinhart helped develop the Pacific Collegiate School and co-founded Beacon Education Network, a charter management organization serving low-income students on California’s Central Coast. Mr. Reinhart holds a Master of Public Administration from the Harvard Kennedy School, a Master of Business Administration from Harvard Business School and a Bachelor of Arts in History from Boston College. We believe that Mr. Reinhart is qualified to serve as a member of our Board because of his experience and perspective as our Chief Executive Officer, Director and Co-Founder. Coretha Rushing. Ms. Rushing has served as a member of our Board since January 2022. Since February 2020, Ms. Rushing has served as Managing Director and Executive Coach/Mentor for The ExCo Leadership Group, LLC (formerly Merryck & Co.), a global executive coaching and mentoring firm. Ms. Rushing has also served as the President of CR Consulting Alliance, LLC, her human resource consulting firm, from November 2019 to the present.

  13. Information Concerning Continuing Directors

    From May 2006 to January 2020, Ms. Rushing served as Corporate Vice President and Chief Human Resources Officer of Equifax Inc., a publicly traded consumer credit reporting agency. From June 1996 to December 2005, she was Senior Vice President and Chief Human Resources Officer of The Coca- Cola Company, a publicly traded multinational beverage corporation. Ms. Rushing served as a board member of Benefitfocus.com, Inc., a publicly traded cloud-based benefits platform software company, from March 2021 until January 2023, when Voya Financial, Inc. acquired it. Ms. Rushing has served as a board member of 2U, Inc., a publicly traded educational technology company, since April 2016. Ms. Rushing also serves on the board of Nuvei Corporation, a publicly traded Canadian fintech company, since August 2023. She also serves as an external board member for Spencer Stuart, a global search firm and professional services firm, and advisor to private company boards. Ms. Rushing is a requested speaker at various conferences focused on leadership, human capital, diversity, equity, and inclusion. Ms. Rushing served on the board, most recently as Chair and then Chair Emeritus of The Society for Human Resource Management. Ms. Rushing holds a Master of Education in Human Resources and Counseling from The George Washington University and a Bachelor of Science in Education from East Carolina University. We believe that Ms. Rushing is qualified to serve as a member of our Board because of her extensive experience in human resources as well as her experience as an advisor and board member of publicly traded companies.

  14. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board has delegated to our Nominating and ESG Committee the responsibility of identifying suitable candidates for nomination to our Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our Corporate Governance Guidelines and the Committee’s charter. Our Nominating and ESG Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the Committee deems to be appropriate in the evaluation process. Our Nominating and ESG Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, our Nominating and ESG Committee recommends candidates for our Board’s approval as director nominees for election to our Board.

  15. Non-Employee Director Compensation

    Non-Employee Director Compensation We maintain a Non-Employee Director Compensation Policy pursuant to which our non-employee directors are eligible to receive the following cash retainers and equity awards, which are paid out on a quarterly basis:

  16. Non-Employee Director Compensation

    | Annual Retainer for Board Membership | | | Annual service on the Board | $40,000 | | Annual service for chair of the Board (in addition to annual service on the Board) | $20,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the Audit Committee (other than chair) | $10,000 | | Annual service as chair of the Audit Committee | $20,000 | | Annual service as member of the Compensation Committee (other than chair) | $10,000 | | Annual service as chair of the Compensation Committee | $15,000 | | Annual service as member of the Nominating and ESG Committee (other than chair) | $10,000 | | Annual service as chair of the Nominating and ESG Committee | $15,000 |

  17. Non-Employee Director Compensation

    Our non-employee directors may elect to receive their cash retainers in the form of fully-vested restricted stock unit (“RSU”) awards. Our policy provides that, upon initial election to our Board, each new non-employee director will be granted a one-time restricted stock unit award with a value of $300,000 (the “Initial Grant”). Furthermore, on the date of each of our annual meeting of stockholders, other than for non-employee directors that have been on the Board for less than six months as of such date, each non-employee director who continues as a non-employee director following such meeting will be granted an annual RSU award with a value of $150,000 (the “Annual Grant”). The Annual Grant vests in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. The Initial Grant vests in equal annual installments over three years from the date of grant, subject to continued service as a director through the applicable vesting date. Such awards are subject to full acceleration of vesting upon the sale of the Company. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

  18. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director in the year ended December 31, 2023, or fiscal 2023. Other than as set forth in the table below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2023. During fiscal 2023, Mr. Reinhart, our Chief Executive Officer, was a member of our Board, as well as an employee, and received no additional compensation for his services as a director. The compensation received by Mr. Reinhart as Chief Executive Officer of the Company is presented in the “Executive Compensation—Summary Compensation Table” below.

  19. 2023 Non-Employee Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Ian Friedman | 50,000 | 153,089 | 203,089 | | Mandy Ginsberg | 60,000 | 153,089 | 213,089 | | Timothy Haley | 55,000 | 153,089 | 208,089 | | Jack Lazar | 65,000 | 153,089 | 218,089 | | Patricia Nakache | 75,000 | 153,089 | 228,089 | | Dan Nova | 50,000 | 153,089 | 203,089 | | Coretha Rushing | 50,000 | 153,089 | 203,089 | | Paula Sutter(4) | 25,000 | — | 25,000 | | Marcie Vu | 50,000 | 153,089 | 203,089 |

  20. 2023 Non-Employee Director Compensation Table

    _____________ 1.As of December 31, 2023, each non-employee director other than Mses. Sutter and Rushing held 55,872 outstanding RSUs of our Class A common stock. Ms. Sutter did not have any outstanding equity awards and Ms. Rushing held 70,153 outstanding RSUs of our Class A common stock. Additionally, Ms. Ginsberg and Ms. Vu each held 30,000 outstanding options to purchase Class B common stock as of December 31, 2023. 2.The amounts reported represent the annual cash retainer and committee fees paid to or earned by each of our non-employee directors for services in fiscal 2023 pursuant to our Non-Employee Director Compensation Policy. Each non-employee director other than Ms. Ginsberg and Mr. Nova elected to receive such amounts in the form of fully vested RSUs of our Class A common stock. 3.Amounts reflect the aggregate grant date fair value of the RSUs granted to our non-employee directors in fiscal 2023, each determined in accordance with FASB ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 of our consolidated financial statements included for fiscal 2023 which are included in our annual report on Form 10-K filed with the SEC on March 5, 2024. Note that the amounts reported in this column reflect the accounting cost for these grants, and do not correspond to the actual economic value that may be received by the non-employee directors from the vesting of the RSUs. Unless otherwise noted, all RSUs fully vest upon the earlier of (i) May 24, 2024 or (ii) the next annual meeting of stockholders, subject to the non-employee director’s continued service on the board through the applicable vesting date. 100% of the RSUs will vest immediately upon the non-employee director’s continued service to us through the consummation of a change in control. 4.Ms. Sutter resigned from our board of directors in connection with our 2023 Annual Meeting. PROPOSAL TWO:

  21. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation awarded to, earned by and paid to our named executive officers during fiscal 2023 and for the year ending December 31, 2022, or fiscal 2022.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Total ($) | | James Reinhart | 2023 | 980,000 | — | 2,090,072 | — | 3,070,072 | | Chief Executive Officer and Co-Founder | 2022 | 425,000 | 408,800 | 7,388,213 | — | 8,222,013 | | Christopher Homer | 2023 | 635,000 | — | 1,132,122 | — | 1,767,122 | | Chief Operating Officer and Co-Founder | 2022 | 375,000 | 142,828 | 3,816,229 | 121,075 | 4,455,132 | | Anthony Marino(4) | 2023 | 635,000 | — | 1,132,122 | — | 1,767,122 | | President | 2022 | 375,000 | 205,366 | 3,954,398 | — | 4,534,764 |

  23. Summary Compensation Table

    (1) The amounts reported for fiscal 2022 represent (i) retention bonuses provided to each of our named executive officers based on their continued employment to us through July 29, 2022 and October 31, 2022 in the aggregate amount of $114,145 for Mr. Reinhart, $33,923 for Mr. Homer, and $57,360 for Mr. Marino; and (ii) discretionary cash bonuses in the aggregate amount of $294,655 for Mr. Reinhart, $108,905 for Mr. Homer, and $148,006 for Mr. Marino. (2) The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our named executive officers during fiscal 2023 and fiscal 2022, each calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification/FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 10 of our consolidated financial statements included for fiscal 2023 which are included in our annual report on Form 10-K filed with the SEC on March 5, 2024. The values reported for the RSU awards granted in fiscal 2022 in lieu of bonus eligibility that vest based on certain performance conditions (“PSUs”), as described in further detail in footnote 3 of this table, were calculated based on the expected value of the possible outcomes of the performance conditions related to these awards in accordance with ASC Topic 718 (excluding the effects of estimated forfeitures). The value of the PSU awards granted in fiscal 2022 at the grant date assuming the maximum achievement of the performance conditions was $537,919 for Mr. Reinhart, $159,612 for Mr. Homer and $270,575 for Mr. Marino. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by our named executive officers upon the settlement of such RSUs or any sale of the underlying shares of Class A common stock. (3) During fiscal 2022, Messrs. Reinhart, Homer and Marino were eligible to earn bonuses on a quarterly basis pursuant to our Senior Executive Cash Incentive Bonus Plan. Messrs. Reinhart’s, Homer’s, and Marino’s target annual bonuses in fiscal 2022 were equal to 164%, 93% and 93%, respectively, of their base salary. Bonus awards were measured and awarded based on the achievement of company performance targets, which included achievement of certain net revenue, adjusted EBITDA and gross profit goals. In early fiscal 2022, however, the Compensation Committee offered the named executive officers the opportunity to receive a portion of their bonus in the form of an RSU grant for our Class A common stock with a value (converted into shares of Class A common stock based on a trailing 30 day average of our Class A common stock ending on the last day of the month immediately prior to the month of the grant date) equal to up to 100% of the target annual bonus amount that vests quarterly based on the achievement of the same company performance targets. All of our named executive officers took advantage of such program, though Mr. Homer only elected 59% of the target annual bonus to be converted into an RSU grant. (4) Mr. Marino resigned as our President on December 31, 2023.

  24. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  25. Outstanding Equity Awards at 2023 Year-End

    | | | | Option Awards(1) | | | | Stock Awards(1) | | | | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Name | | | Exercisable(#) | Unexercisable(#) | | | | | | James Reinhart | | | | | | | | | | | 12/2/2014 | 8/1/2014 | 1,268,454(3) | - | 0.86 | 12/1/2024 | - | - | | | 5/26/2020 | 5/26/2020 | 700,000(3) | - | 2.05 | 10/3/2027 | - | - | | | 5/26/2020 | 5/26/2020 | 1,457,638 (3) | - | 2.05 | 3/21/2029 | - | - | | | 8/26/2020 | 1/1/2021 | 31,560(3) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2021 | 302,063 (4) | 137,302 | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2022 | 192,222 (4) | 247,143 | 2.05 | 8/25/2030 | - | - | | | 4/11/2022 | 3/1/2022 | - | - | - | - | 383,830 (5) | 863,618 | | | 2/15/2023 | 12/1/2022 | - | - | - | - | 860,112 (6) | 1,935,252 | | Christopher Homer | | | | | | | | | | | 5/26/2020 | 5/26/2020 | 32,813(3) | - | 2.05 | 10/3/2027 | - | - | | | 5/26/2020 | 5/26/2020 | 613,718(3) | - | 2.05 | 5/21/2029 | - | - | | | 8/26/2020 | 3/30/2021 | 133,325(4) | 60,603 | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2022 | 84,843(4) | 109,084 | 2.05 | 8/25/2030 | - | - | | | 4/11/2022 | 3/1/2022 | - | - | - | - | 206,678(5) | 465,026 | | | 2/15/2023 | 12/1/2022 | - | - | - | - | 465,894(6) | 1,048,262 | | Anthony Marino | | | | | | | | | | | 2/28/2014 | 9/1/2013 | 13,880(3) | - | 0.55 | 2/28/2024 | - | - | | | 12/2/2014 | 8/1/2014 | 508,110(3) | - | 0.86 | 12/1/2024 | - | - | | | 5/26/2020 | 5/26/2020 | 225,000(3) | - | 2.05 | 6/22/2027 | - | - | | | 5/26/2020 | 5/26/2020 | 971,759(7) | - | 2.05 | 3/21/2029 | - | - | | | 8/26/2020 | 1/1/2021 | 25,238(3) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2021 | 133,325(4) | - | 2.05 | 8/25/2030 | - | - | | | 8/26/2020 | 3/30/2022 | 84,843(4) | - | 2.05 | 8/25/2030 | - | - |

  26. Outstanding Equity Awards at 2023 Year-End

    ____________ 1.Each option grant is subject to the terms of our Second Amended and Restated 2010 Stock Plan, (the “2010 Plan”). Shares underlying each award granted under our 2010 Plan are shares of Class B common stock of the company. Each RSU grant is subject to the terms of our 2021 Stock Option and Incentive Plan, and is for shares of Class A common stock of the Company. 2.This column represents the aggregate fair market value of the shares underlying the RSUs as of December 31, 2023, based on the closing price of our Class A common stock, as reported on the Nasdaq, of $2.25 per share on the last trading of fiscal year 2023, December 29, 2023. 3.The shares subject to the stock option are fully vested. 4.1/48 of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the stock option will vest immediately upon a qualifying termination pursuant to the Executive Severance Plan. 5.The RSUs vest as follows: 6.25% of the RSUs on each of June 1, 2022, September 1, 2022 and December 1, 2022; and 9.03% of the RSUs commencing March 1, 2023 and each quarter thereafter, in all cases subject to such named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the award will vest immediately upon a qualifying termination pursuant to the Executive Severance Plan. 6.The RSUs vest in twelve equal quarterly installments commencing on December 1, 2022, in all cases subject to such named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the award will vest immediately upon a qualifying termination pursuant to the Executive Severance Plan. 7.1/24 of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. 100% of the unvested shares subject to the stock option will vest upon the consummation of a change in control.