DEF 14A of Ibotta, Inc.
Filed Apr 11, 2025 · FY20240001628280-25-017508
(Name of Registrant as Specified In Its Charter)
| Audit Committee Report | 27 | | Executive Officers | 28 | | Executive Compensation | 30 | | Summary Compensation Table | 30 | | Narrative Disclosure to Summary Compensation Table | 31 | | Outstanding Equity Awards at Fiscal 2024 Year-End | 36 | | No Timing of Equity Awards in Relation to Disclosure of Material Non-Public Information | 37 | | Equity Compensation Plan Information | 38 | | Security Ownership of Certain Beneficial Owners and Management | 39 | | Certain Relationships, Related Party, and Other Transactions | 42 | | Policies and Procedures for Related Person Transactions | 42 | | Related-Party Transactions | 42 | | Other Matters | 45 | | Note About Forward-Looking Statements | 45 | | Use of Non-GAAP Financial Information | 45 | | Delinquent Section 16(a) Reports | 45 | | Fiscal Year 2024 Annual Report and SEC Filings | 46 | | Appendix A – Reconciliation of GAAP to Non-GAAP Financial Measures | 47 |
Availability of Bylaws
Availability of Bylaws A copy of our amended and restated bylaws is available via the SEC’s website. You may also contact our Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.
Availability of Bylaws
| Ibotta, Inc. | 7 | 2025 Proxy Statement |
Availability of Bylaws
Board of Directors and Corporate Governance Our business affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of seven directors, five of whom qualify as “independent” under the corporate governance requirements of the New York Stock Exchange. Valarie Sheppard also qualified as “independent” under the corporate governance requirements of the New York Stock Exchange until the Company appointed her as Interim Chief Financial Officer on March 14, 2025. We have a classified Board of Directors, consisting of two classes with two directors each and one class with three directors, each serving staggered three-year terms. Our Board of Directors welcomes a range of different viewpoints and perspectives in the boardroom. Our Board of Directors is comprised of two female directors, four male directors, and one undisclosed director. In terms of tenure on our Board of Directors, our directors have varied experiences: one director has served for 0-2 years, two directors have served for 3-8 years, and four directors have served over 9 years. Our Board of Directors is comprised of one African American director, one Asian director, four white directors, and one undisclosed director. The following table sets forth, as of April 11, 2025, the names, ages, and certain other information for each of our directors.
Availability of Bylaws
| Director | Class | Committee(s) | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Directors with Terms Expiring at the Annual Meeting/Nominees | | | | | | | Amanda Baldwin, Age 46 Director | I | CC* | 2021 | 2025 | 2028 | | Thomas D. Lehrman, Age 52 Director | I | AC^, CC | 2015 | 2025 | 2028 | | Continuing Directors | | | | | | | Bryan Leach, Age 47 Founder, Chief Executive Officer, President, and Chairman | III | | 2011 | 2027 | N/A | | Stephen Bailey, Age 45 Director | III | AC, CC | 2024 | 2027 | N/A | | Amit N. Doshi, Age 47 Lead Independent Director | II | AC^*, NCGC* | 2011 | 2026 | N/A | | Valarie Sheppard, Age 61 Director and Interim Chief Financial Officer | III | | 2021 | 2027 | N/A | | Larry W. Sonsini, Age 84 Director | II | NCGC | 2014 | 2026 | N/A |
Availability of Bylaws
*Chair; ^ Financial Expert; AC = Audit Committee; CC = Compensation Committee; NCGC = Nominating and Corporate Governance Committee
Availability of Bylaws
| Ibotta, Inc. | 8 | 2025 Proxy Statement |
Board Skills Matrix
Board Skills Matrix Our Board of Directors and the Nominating and Corporate Governance Committee believe the skills, experience, and diversity of backgrounds of our directors provide us with a diverse range of perspectives to provide effective oversight, address our evolving needs, and represent the best interests of our shareholders.
Board Skills Matrix
| Key Skills / Board Members | | Bryan Leach | Stephen Bailey | Amanda Baldwin | Amit N. Doshi | Thomas D. Lehrman | Valarie Sheppard | Larry W. Sonsini | | | CEO Experience | • | • | • | • | • | | • | | | Operational Expertise | • | • | • | • | • | • | • | | | Marketing & Digital Media | • | • | • | | | | | | | Product & AdTech | • | • | • | | | | | | | Public Company | • | • | • | | | • | • | | | Cybersecurity | | • | | | | | | | | Financial & Accounting | • | • | • | • | • | • | • | | | Risk Management & Corporate Governance | • | • | | • | | • | • | | | Legal & Regulatory | • | • | | • | • | | • | | | Data Privacy | | • | | | | | | | | Human Capital & Talent Development | • | • | • | • | • | • | • |
Board Skills Matrix
| Ibotta, Inc. | 9 | 2025 Proxy Statement |
Nominees for Director
Nominees for Director
Nominees for Director
| Amanda Baldwin Director Age: 46 Director Since: 2021 Committees: Compensation (Chair) | Ms. Baldwin has served as a member of our Board of Directors since August 2021. Since December 2023, Ms. Baldwin has served as the Chief Executive Officer of Olaplex Holdings, Inc., (NASDAQ: OLPX), a science-enabled haircare company. Prior to joining Olaplex, Ms. Baldwin served as Chief Executive Officer of Supergoop LLC from August 2016 to November 2023. Prior to joining Supergoop LLC, she served as a Senior Vice President at L Catterton, a global consumer-focused investment fund, collaborating with management teams across the portfolio with a particular focus on the beauty sector. She previously led the omnichannel marketing strategy of Dior Beauty North America at Louis Vuitton Moet Hennessy (LVMH) and held several positions at Clinique, a part of The Estée Lauder Companies. Ms. Baldwin currently serves on the Board of Directors of Olaplex and KIPP NYC, a charter school network. Ms. Baldwin holds an M.B.A. from the University of Pennsylvania Wharton School and an A.B. from Harvard University. Qualifications Ms. Baldwin was selected to serve on our Board of Directors because of her marketing and management expertise. | | Thomas D. Lehrman Director Age: 52 Director Since: 2015 Committees: Audit, Compensation | Mr. Lehrman has served as a member of our Board of Directors since March 2015. Mr. Lehrman has been the Managing Partner of Teamworthy Ventures, a venture investment firm, since January 2015. Mr. Lehrman also has served as Co-Founder and director of Gerson Lehrman Group, a research and information services company, since June 1998, and served as its Co-CEO from June 1998 to August 2001. Mr. Lehrman also worked as an Office Director in the International Security and Nonproliferation Bureau at the U.S. State Department from 2006 to 2007 and started his investing career as a financial analyst at Tiger Management from 1995 to 1997. He holds a B.A. in History from Duke University and a J.D. from Yale Law School. Qualifications Mr. Lehrman was selected to serve on our Board of Directors because of his management experience and experience in investing and finance. |
Nominees for Director
| Ibotta, Inc. | 10 | 2025 Proxy Statement |
Continuing Directors
Continuing Directors Bryan Leach, Founder, Chief Executive Officer, President, and Chairman. Mr. Leach founded Ibotta in 2011, when he realized the need for a more innovative approach to connecting CPG brands, retailers, and consumers through technology. Today, the Company runs a leading digital promotions network in the CPG industry, called the Ibotta Performance Network (IPN). Ibotta also operates a popular direct-to-consumer cash back app, which has garnered over 50 million registered users. Since inception, the Company has credited over $2.3 billion in cash back and discounts, which has helped consumers pay for life’s necessities. Mr. Leach is a frequent commentator on digital and performance marketing. He has been recognized as a Top 10 CEO in the United States (for small/medium size businesses) by Glassdoor.com, CEO of the Year by ColoradoBiz magazine, and EY Entrepreneur of the Year for the Rocky Mountain Region. Prior to Ibotta, Mr. Leach was a partner at Bartlit Beck LLP, a leading law firm, and served as a law clerk for Justice David Souter at the U.S. Supreme Court and Judge José Cabranes at the U.S. Court of Appeals for the Second Circuit. Mr. Leach holds an A.B. degree in Social Studies from Harvard College, a Masters of Philosophy degree in Economic and Social History from Oxford University (where he was a British Marshall Scholar) and a J.D. from Yale Law School. He has climbed to the summit of Colorado’s 58 tallest mountains, each over 14,000 feet in elevation. We believe that, as the Founder of the Company, Mr. Leach’s knowledge of the Company, experience building and leading the Company, and perspective as the Company’s Chief Executive Officer and President qualify him to serve on our Board of Directors. Stephen Bailey, Director. Mr. Bailey joined our Board of Directors in February 2024. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that, he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. Since June 2020, Mr. Bailey has served on the Board of Directors and Audit Committee of Match Group, Inc., a digital technology company designed to help people make connections. Mr. Bailey earned a J.D. from Yale Law School and a B.A. from Emory University. We believe that Mr. Bailey is qualified to serve on our Board of Directors because of his extensive management experience and experience with technology companies. Amit N. Doshi, Lead Independent Director. Mr. Doshi joined our Board of Directors in December 2011. Since 2012, Mr. Doshi has been the Managing Partner and Portfolio Manager at Harbor Spring Capital, LLC, an investment firm which he founded. From 2008 to 2012, he was a Managing Director at Tiger Global Management, LLC, an investment firm. From 2002 to 2004, he was an Associate at Madison Dearborn Partners, an investment firm. From 2000 to 2002, he was an Analyst at Goldman Sachs, an investment banking firm. Mr. Doshi holds a Bachelor’s degree in Economics, a Master of Business Administration, and a J.D. from Harvard University. We believe Mr. Doshi’s background in management positions, investments, and finance qualifies him to serve on our Board of Directors. Valarie Sheppard, Director and Interim Chief Financial Officer. Ms. Sheppard has served as our Interim Chief Financial Officer since March 2025 and as a member of our Board of Directors since August 2021. Ms. Sheppard worked at Procter & Gamble (P&G) as Treasurer, Controller, and Executive Vice President Company Transition Leader from April 2019 until she retired from P&G in March 2021. Previously, she served as P&G’s Senior Vice President, Treasurer, and Comptroller from October 2013 to April 2019, and in various other roles since July 1986. Ms. Sheppard led P&G’s Corporate Finance, Accounting, and Treasury team, responsible for the external financial reporting, financial planning, global business development, and treasury operations for company businesses and operations in over 70 countries, with annual sales of more than $65 billion. She also led the global implementation of P&G’s new organization design, P&G’s most significant restructuring initiative
Continuing Directors
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Continuing Directors
in 25 years. She has been a board member of McCormick & Company, Inc., a global leader in flavor, seasonings, and spices, since June 2024, and KDC-One, a package design and manufacturing solutions provider, since April 2021. Ms. Sheppard holds a Bachelor’s degree in Accounting and a Master’s degree in Industrial Administration from Purdue University. We believe Ms. Sheppard’s extensive finance and management experience qualifies her to serve on our Board of Directors. Larry W. Sonsini, Director. Mr. Sonsini joined our Board of Directors in October 2014. Mr. Sonsini is a Senior and Founding Partner of Wilson Sonsini Goodrich & Rosati, P.C. where he has practiced since 1966 and served as Chief Executive Officer and Chairman for more than 35 years. Mr. Sonsini received an A.B. degree in Political Science and a J.D. from the University of California at Berkeley. We believe Mr. Sonsini’s extensive legal experience advising public companies and, in particular, other technology companies, as a former member of the New York Stock Exchange Board of Directors, and his experience serving on public company boards qualify him to serve on our Board of Directors.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee may use a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. Our Nominating and Corporate Governance Committee works with our Board of Directors to determine the desired
Considerations in Evaluating Director Nominees
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Considerations in Evaluating Director Nominees
qualifications, expertise, and characteristics of our Board of Directors, including such factors as business experience and diversity, including differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. Our Nominating and Corporate Governance Committee and our Board of Directors evaluate each director candidate in the context of the membership of the Board of Directors as a group, with the objective of maintaining a Board of Directors that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of backgrounds and experiences in various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company, and other qualifications and characteristics set forth in the Nominating and Corporate Governance Committee charter. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, professional ethics and integrity, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board of Directors, skills that are complementary to the Board of Directors, an understanding of our business, an understanding of the responsibilities that are required of a member of the Board of Directors, other time commitments, and diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. Members of our Board of Directors are expected to prepare for, attend, and actively participate in all Board of Directors and applicable committee meetings. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our shareholders’ best interests. After completing its review and evaluation of director candidates, including incumbent directors, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for election.
Director Compensation
Director Compensation Prior to our initial public offering, we did not provide our directors with cash compensation and instead occasionally granted equity awards to certain non-employee directors in order to attract and retain them to our Board of Directors. We also reimbursed non-employee directors for expenses associated with attending meetings of our Board of Directors and committees of our Board of Directors. In connection with our initial public offering, we granted to each of our non-employee directors an award of RSUs covering a number of shares of our Class A common stock equal to $400,000 divided by the initial public offering price, effective immediately following the completion of our initial public offering. The actual grant date fair value of each such award was determined by the closing price of our Class A common stock on the grant date and therefore is higher than the grant value shown above. Each such award will vest in equal annual installments over a period of three years, in each case subject to continued service through each relevant vesting date. Our Board of Directors adopted an outside director compensation policy (Outside Director Compensation Policy) that became effective upon the effective date of the registration statement relating to our initial public offering. Our Outside Director Compensation Policy provides that all non-employee directors serving on the Audit, Compensation, and Nominating and Corporate Governance Committees will be entitled to receive the following cash compensation for their services on such committees: •$40,000 retainer per year; •$25,000 retainer per year for the Chair of the Board of Directors (as an employee director, Mr. Leach does not receive compensation in his role as Chairman of the Board of Directors); •$25,000 retainer per year for the lead non-employee director; •$20,000 retainer per year for the Chair of the Audit Committee or $10,000 retainer per year for each other member of the Audit Committee; •$15,000 retainer per year for the Chair of the Compensation Committee or $7,500 retainer per year for each other member of the Compensation Committee; and •$10,000 retainer per year for the Chair of the Nominating and Corporate Governance Committee or $5,000 retainer per year for each other member of the Nominating and Corporate Governance Committee. Each non-employee director who serves as the Chair of a committee will receive only the additional annual fee as the Chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears and will be prorated as needed to reflect the director's length of service. In addition to the compensation structure described above, our Outside Director Compensation Policy provides the following equity incentive compensation program for non-employee directors. Each person who first becomes a non-employee director receives, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of RSUs covering a number of shares having a value equal to $400,000, rounded to the nearest whole share. Each initial award vests as to one-third of the RSUs on each anniversary of the grant date, in each case subject to continued service through each relevant vesting
Director Compensation
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Director Compensation
date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award. On the date of each of our annual shareholder meetings, each non-employee director who has provided continuous service as a non-employee director from the date that is six months before that annual shareholder meeting through the date of that annual shareholder meeting automatically is granted an award of RSUs having a grant value of $200,000, rounded to the nearest whole share. Each annual award vests as to 100% of the RSUs on the earlier of (i) the first anniversary of the date the award is granted or (ii) the day prior to the date of the annual shareholder meeting next following the date the award was granted, in each case subject to continued service through the applicable vesting date. In addition, we intend to grant Ms. Sheppard an equity grant of RSUs for her service on our Board of Directors having a grant value of $200,000, rounded to the nearest whole share on the date of the Annual Meeting. Such grant will vest on the same terms as the awards granted to our non-employee directors. With respect to equity awards granted to a non-employee director while such individual was a non-employee director, in the event of a change in control of our Company, the non-employee director will fully vest in and have the right to exercise his or her outstanding equity awards (including those granted pursuant to our Outside Director Compensation Policy) and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us. Our Outside Director Compensation Policy includes a maximum annual limit of $750,000 (or $1,000,000 for the fiscal year in which the individual begins service as a non-employee director), on the combined value of cash compensation and equity awards (based on the grant date fair value for purposes of this limit) that may be paid, issued, or granted to a non-employee director in any fiscal year (excluding any amounts received for services as an employee or as a consultant). Our Outside Director Compensation Policy provides for the reimbursement of our non-employee directors for reasonable, customary, and documented travel expenses to attend meetings of our Board of Directors and committees of our Board of Directors. Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Outside Director Compensation Policy. Our non-employee directors remain eligible to receive equity awards and cash or other compensation outside of the Outside Director Compensation Policy, as may be provided from time to time at the discretion of our Board of Directors. The table below summarizes the compensation of each person serving as a non-employee director for the year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. Bryan Leach was our only employee director during fiscal 2024. See the section titled “Executive Compensation” for additional information about Mr. Leach’s compensation.
Director Compensation
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Fiscal 2024 Director Compensation
Fiscal 2024 Director Compensation
Fiscal 2024 Director Compensation
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Stephen Bailey | 36,896 | 460,863 | 497,759 | | Amanda Baldwin | 38,653 | 460,863 | 499,516 | | Amit N. Doshi | 42,167 | 460,863 | 503,030 | | Thomas D. Lehrman | 35,139 | 460,863 | 496,002 | | Valarie Sheppard | 65,007 | 460,863 | 525,870 | | Larry W. Sonsini | 31,625 | 460,863 | 492,488 | | Byron Knight(2) | — | — | — |
Fiscal 2024 Director Compensation
____________________ 1The amounts reported in this column represent the aggregate grant date fair value of each award as calculated in accordance with Accounting Standards Codification (ASC) 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2025. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards. 2Mr. Knight did not receive director compensation during fiscal 2024 because he departed the Company's Board of Directors in March 2024, before the Company's initial public offering. The following lists all unexercised option awards (whether or not exercisable) and outstanding stock awards held by each person serving as a non-employee director as of December 31, 2024. All of the directors’ outstanding stock awards listed below remained unvested as of December 31, 2024.
Fiscal 2024 Director Compensation
| Name | Aggregate Number of Shares Underlying Outstanding Options | Aggregate Number of Shares Underlying Outstanding Stock Awards | | Stephen Bailey | — | 4,545 | | Amanda Baldwin | 40,810 | 4,545 | | Amit N. Doshi | — | 4,545 | | Thomas D. Lehrman | — | 4,545 | | Valarie Sheppard | 40,810 | 4,545 | | Larry W. Sonsini | — | 4,545 | | Byron Knight | — | — |
Fiscal 2024 Director Compensation
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Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the year ended December 31, 2024 and December 31, 2023. Mr. Patel and Mr. Jensen were not named executive officers for the year ended December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Bryan Leach Founder, Chief Executive Officer, President, and Chairman | 2024 | 494,383 | 480,691 | 25,284,867(3) | 2,433,974 | 17,991(4) | 28,711,906 | | | 2023 | 429,327 | 645,000 | 279,509 | 407,955 | 6,910(5) | 1,768,701 | | Sunit Patel Former Chief Financial Officer | 2024 | 388,074 | 377,425 | 4,518,008 | — | 15,086(6) | 5,298,593 | | Luke Swanson Chief Technology Officer | 2024 | 446,448 | 434,194 | 5,736,016 | 494,254 | 10,482(7) | 7,121,394 | | | 2023 | 429,327 | 645,000 | 279,509 | 271,970 | 10,965(8) | 1,636,771 | | Chris Jensen Former Chief Revenue Officer | 2024 | 174,250 | — | 4,994,968 | — | 937,412(9) | 6,106,630 |
Summary Compensation Table
____________________ 1.The amounts reported in this column represent the aggregate grant date fair value of the awards granted to each named executed officer as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards disclosed in this column are set forth in Note 11 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 27, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards. 2.In January 2024, our Compensation Committee determined, in light of exemplary performance and substantial achievement in excess of target goals established for 2023 under our bonus plan and to encourage retention through the expiration of applicable lock-up periods in connection with our initial public offering, to grant an award of 8,973 RSUs to Mr. Leach and an award of 8,973 RSUs to Mr. Swanson. For purposes of the Summary Compensation Table, these grants are deemed earned in 2023 because they were made in respect of services provided in 2023. The grant date fair values of these awards are $279,509 for the award granted to Mr. Leach, and $279,509 for the award granted to Mr. Swanson. 3.$14,265,859 of this amount represents the grant date fair value of the award of performance-based RSUs granted to Mr. Leach in April 2024 as calculated in accordance with ASC 718, based upon the probable outcome of the applicable performance conditions as determined through a Monte-Carlo simulation model. The value of this award at the grant date assuming that the highest level of performance conditions will be achieved is $22,038,016. 4.Consists of $17,859 in 401(k) plan matching contributions and $132 in life insurance premiums. 5.Consists of $6,785 in 401(k) plan matching contributions and $125 in life insurance premiums.
Summary Compensation Table
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Summary Compensation Table
9.Consists of $6,547 in 401(k) plan matching contributions, $77 in life insurance premiums, and the following payments and benefits provided under the separation agreement we entered into with Mr. Jensen in connection with the end of his employment with us: (i) a separation payment of $315,000, (ii) an insurance stipend of $15,605, and (iii) the acceleration of the vesting of certain of his RSUs, which resulted in an incremental fair value of $600,182, computed as of the modification date in accordance with ASC 718.
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name(1) | Grant Date | Number of Shares of Stock Underlying Unexercised Options Exercisable (#) | Number of Shares of Stock Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Bryan Leach(3) | 01/16/2017 | 212,000 | — | 3.99 | 01/16/2027 | — | — | | | | Bryan Leach(4) | 01/25/2018 | 30,000 | — | 5.05 | 01/25/2028 | — | — | | | | Bryan Leach(5) | 11/13/2018 | 50,000 | — | 5.35 | 11/13/2028 | — | — | | | | Bryan Leach(6) | 12/11/2019 | 50,000 | — | 12.75 | 12/11/2029 | — | — | — | — | | Bryan Leach(7) | 12/08/2020 | 250,000 | — | 8.30 | 12/08/2030 | — | — | — | — | | Bryan Leach(8) | 07/15/2021 | 150,736 | 25,735 | 22.20 | 07/15/2031 | — | — | — | — | | Bryan Leach(9) | 07/15/2021 | 106,618 | 69,853 | 22.20 | 07/15/2031 | — | — | — | — | | Bryan Leach(10) | 02/08/2022 | 24,306 | 694 | 19.25 | 02/08/2032 | — | — | — | — | | Bryan Leach(11) | 03/07/2023 | 28,750 | 31,250 | 10.40 | 03/07/2033 | — | — | — | — | | Bryan Leach(12) | 04/17/2024 | — | — | — | — | 101,738 | 6,621,109 | — | — | | Bryan Leach(13) | 04/17/2024 | — | — | — | — | — | — | 125,216 | 8,149,057 | | Sunit Patel(14) | 02/09/2021 | — | — | — | — | 11,641 | 757,597 | — | — | | Sunit Patel(10) | 02/08/2022 | 19,444 | 556 | 19.25 | 02/08/2032 | — | — | — | — | | Sunit Patel(12) | 04/17/2024 | — | — | — | — | 41,717 | 2,714,942 | — | — | | Luke Swanson(4) | 01/25/2018 | 21,728 | — | 5.05 | 01/25/2028 | — | — | — | — | | Luke Swanson(5) | 11/13/2018 | 35,000 | — | 5.35 | 11/13/2028 | — | — | — | — | | Luke Swanson(6) | 12/11/2019 | 39,324 | — | 12.75 | 12/11/2029 | — | — | — | — | | Luke Swanson(7) | 12/08/2020 | 50,000 | — | 8.30 | 12/08/2030 | — | — | — | — | | Luke Swanson(8) | 07/15/2021 | 61,218 | 10,452 | 22.20 | 07/15/2031 | — | — | — | — | | Luke Swanson(10) | 02/08/2022 | 24,306 | 694 | 19.25 | 02/08/2032 | — | — | — | — | | Luke Swanson(11) | 03/07/2023 | 19,167 | 20,833 | 10.40 | 03/07/2033 | — | — | — | — | | Luke Swanson(12) | 04/17/2024 | — | — | — | — | 52,962 | 3,446,767 | — | — | | Chris Jensen(15) | — | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal 2024 Year-End
_____________________ 1.All awards were granted pursuant to the 2011 Plan. 2.This column represents the fair market value of a share of our common stock on the date of grant, as determined by our Board of Directors. 3.This option became fully vested on December 26, 2020. 4.This option became fully vested on January 1, 2022. 5.This option became fully vested on November 13, 2022. 6.This option became fully vested on December 11, 2023. 7.This option became fully vested on December 8, 2024. 8.This option vests as to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date (which was originally the effectiveness of a registration statement on Form S-1 under the Securities Act), subject to the named executive officer’s continued service through each vesting date. As described above, the vesting commencement date of the option was changed to its grant date. 9.This option vests as to 1/48th of the shares subject to the option on each monthly anniversary of the one-year anniversary of the vesting commencement date (which was originally the effectiveness of the registration statement on Form S-1 under the Securities Act), subject to the named executive officer’s continued service through each vesting date. As described above, the vesting commencement date of the option was changed to its grant date. 10.This option vests as to 1/36th of the total shares subject to the option on each monthly anniversary of January 3, 2022, subject to the named executive officer’s continued service through each vesting date.
Outstanding Equity Awards at Fiscal 2024 Year-End
| Ibotta, Inc. | 36 | 2025 Proxy Statement |
Outstanding Equity Awards at Fiscal 2024 Year-End
11.This option vests as to 1/48th of the total shares subject to the option on each monthly anniversary of January 16, 2023, subject to the named executive officer’s continued service through each vesting date. 12.This award vests when both a service-based requirement and a liquidity event requirement have been satisfied. The service-based requirement will be satisfied as to 1/16th of the RSUs on each quarterly vesting date (the first trading day on or after each of March 1, June 1, September 1, and December 1) after the grant date, subject to the named executive officer’s continued service through each such date. The liquidity event requirement was satisfied on the first quarterly vesting date after the expiration of the market standoff period following our initial public offering. 13.This award of performance-based RSUs becomes eligible to vest based on how our TSR during the performance period (beginning on the grant date and ending on the last day of our 2026 fiscal year) compares to the TSRs of certain indexed companies. Any eligible RSUs will vest on the date that achievement of the relative TSR performance goal is certified, subject to Mr. Leach’s continued service through such date. If a “change in control” (as defined in the 2011 Plan) occurs before the last day of the performance period, then achievement of the relative TSR performance goal will be measured during a shortened performance period (ending on a date before the change in control), based on the price payable for a share of our Class A common stock in connection with the change in control. A prorated portion of the eligible RSUs will vest as of immediately before the change in control, and the remaining eligible RSUs will vest in equal quarterly installments over the remainder of the original performance period, in each case subject to Mr. Leach’s continued service through the applicable vesting date. 14.This restricted stock award vested as to 1/4th of the total shares subject to the award on February 8, 2022, and vests as to 1/48th of the total shares subject to the award each month afterwards, subject to Mr. Patel’s continued service through each vesting date. 15.In connection with the end of his employment with us, Mr. Jensen forfeited all of his outstanding equity awards (other than the RSUs that were accelerated under his separation agreement).