DEF 14A of Bumble Inc.
Filed Apr 17, 2026 · FY20250001628280-26-025680
Board Directors and Nominees
Board Directors and Nominees
Board Directors and Nominees
| | Whitney Wolfe Herd Founder and Chief Executive Officer Age: 36 Director Since: January 2020 Committee Membership: – None | | Ann Mather Chair of the Board Age: 66 Director Since: March 2020 Committee Membership: – Nominating and Corporate Governance (Chair) |
Board Directors and Nominees
| | R. Lynn Atchison Nominee for Re-election Age: 66 Director Since: October 2020 Committee Membership: – Audit and Risk (Chair) | | Martin Brand Age: 51 Director Since: August 2024 Committee Membership: – None | | | Amy M. Griffin Nominee for Re-election Age: 50 Director Since: February 2021 Committee Membership: – Nominating and Corporate Governance | | Sissie L. Hsiao Nominee for Re-election Age: 47 Director Since: October 2023 Committee Membership: – None | | | Jonathan C. Korngold Age: 52 Director Since: January 2020 Committee Membership: – Compensation | | Elisa A. Steele Age: 59 Director Since: July 2020 Committee Membership: – Audit and Risk – Compensation (Chair) | | | Pamela A. Thomas-Graham Age: 62 Director Since: August 2020 Committee Membership: – Audit and Risk – Compensation | | |
Board Directors and Nominees
| 3 | 2026 Proxy Statement |
Proposal No. 1—Election of Directors
Proposal No. 1—Election of Directors Our Board of Directors currently consists of nine directors and is divided into three classes with staggered three-year terms. R. Lynn Atchison, Amy M. Griffin and Sissie L. Hsiao constitute a class with a term that expires at this Annual Meeting (the “Class II Directors”); Whitney Wolfe Herd and Elisa A. Steele constitute a class with a term that expires at the annual meeting of stockholders in 2027 (the “Class III Directors”); and Ann Mather, Martin Brand, Jonathan C. Korngold and Pamela A. Thomas-Graham constitute a class with a term that expires at the annual meeting of stockholders in 2028 (the “Class I Directors”). Our Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 9. Proxies cannot be voted for a greater number of persons than the nominees named. Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has considered and nominated each of the three Class II nominees named below, each of whom is currently serving as a Class II Director, to be elected for a three-year term expiring at the annual meeting of stockholders in 2029 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Each director will be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the three individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them for the election of R. Lynn Atchison, Amy M. Griffin and Sissie L. Hsiao. All of the nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board. Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of the nominees named in this Proxy Statement. Because of their collective voting power, these nominees are assured election.
Nominees for Election to the Board of Directors in 2026
Nominees for Election to the Board of Directors in 2026 The following information describes the offices held, other business directorships and the class and term of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.
Nominees for Election to the Board of Directors in 2026
| | | | | 24 |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Class II—Directors Whose Term Expires in 2026
Class II—Directors Whose Term Expires in 2026 Age: 66 Director Since: October 2020 Committee Membership: ●Audit and Risk (Chair)
R. Lynn Atchison
R. Lynn Atchison
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION R. Lynn Atchison has served as a member of our Board of Directors since October 2020. Ms. Atchison also serves as a director of Q2 Holdings, Inc. (NYSE: QTWO), a provider of virtual banking solutions, and Zen Business, a financial technology and business services company. She served on the board of directors of Absolute Software Corporation until July 2023. Ms. Atchison previously served as Chief Financial Officer of Spredfast, Inc., a social marketing software provider (acquired by Lithium Technologies, LLC.), from February 2017 to September 2018. Prior to joining Spredfast, Ms. Atchison served as the Chief Financial Officer of HomeAway, Inc., a provider of online vacation rental services (acquired by Expedia, Inc.), from August 2006 until March 2016. Prior to that, Ms. Atchison served as Chief Financial Officer of, or consultant to, various software and technology organizations, including Hoover’s Inc., an early online provider of company information. Ms. Atchison began her career with Ernst & Young in the assurance division. Ms. Atchison is a retired Certified Public Accountant and holds a B.B.A. in accounting from Stephen F. Austin State University.
QUALIFICATIONS
QUALIFICATIONS Ms. Atchison’s extensive accounting and financial expertise and extensive experience managing technology companies makes her a valuable member of our Board of Directors and Audit and Risk Committee. Age: 50 Director Since: February 2021 Committee Membership: ●Nominating and Corporate Governance
Amy M. Griffin
Amy M. Griffin
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Amy M. Griffin has served as a member of our Board of Directors since February 2021. Ms. Griffin is the Founder and Managing Partner of G9 Ventures, an early-stage fund focused on supporting companies that empower consumers to live, look, and feel better. Prior to founding G9 Ventures, Ms. Griffin began her career in marketing at Ms. and Working Woman magazines before moving on to work at Sports Illustrated as a Sports Marketing and Olympic Manager. Beginning in 2011, Ms. Griffin started leveraging her operating and branding experience to both invest in and work alongside early-stage companies. In 2018, she formalized her portfolio into G9 Ventures. Ms. Griffin currently serves on the board of directors of Spanx and Gagosian Gallery, in addition to the board of trustees of The Metropolitan Museum of Art and the women’s board of the Boys Club of New York. Ms. Griffin serves on the advisory board of the One Love Foundation and has held board positions at a number of other organizations, including KIPP, The Virginia Athletics Foundation, The Spence School, and The Mead Foundation. She also serves as a trustee of the John & Amy Griffin Foundation. Ms. Griffin graduated from The University of Virginia with a B.A. in English.
QUALIFICATIONS
QUALIFICATIONS Ms. Griffin’s experience as a successful entrepreneur and investor, together with her marketing and operating experience, makes her a valuable member of our Board of Directors and Nominating and Governance Committee.
QUALIFICATIONS
| 25 | 2026 Proxy Statement |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS Age: 47 Director Since: October 2023 Committee Membership: ●None
Sissie L. Hsiao
Sissie L. Hsiao
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Sissie L. Hsiao has served as a member of our Board of Directors since October 2023. Ms. Hsiao is the Vice President and General Manager of Google Assistant and Bard, leading many of Google’s advancements applying AI, natural language, and speech technologies to consumer products. Prior to her current role at Google, Ms. Hsiao was responsible as Vice President and General Manager for Google’s Display, Video, and App Advertising businesses between 2012 and 2021. Prior to that, she led product development of Google Analytics and Google Slides from 2006 to 2012. Ms. Hsiao’s career started at Microsoft, where she was responsible for graphics technologies within the Microsoft Office suite from 2000 to 2006. Ms. Hsiao holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley.
QUALIFICATIONS
QUALIFICATIONS Ms. Hsiao’s extensive strategic and operational experience, particularly with technology companies, makes her a valuable member of our Board of Directors.
QUALIFICATIONS
| | The Board of Directors Recommends that stockholders vote “FOR” the election of each of the director nominees named above. |
QUALIFICATIONS
| | | | | 26 |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Continuing Directors
Continuing Directors The following information describes the offices held, other business directorships and the class and term of each of the directors who are serving for terms that end after the Annual Meeting. Beneficial ownership of equity securities of the directors is shown under “Ownership of Securities” below.
Class III—Directors Whose Term Expires in 2027
Class III—Directors Whose Term Expires in 2027 Age: 36 Director Since: January 2020 Committee Membership: ●None
Whitney Wolfe Herd
Whitney Wolfe Herd
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Whitney Wolfe Herd is the Founder of Bumble app and our Chief Executive Officer, and has served as a member of our Board of Directors since January 2020. From January 2024 to March 2025, she served as our Executive Chair. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020 to January 2024. She resumed her role as Chief Executive Officer in March 2025. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the executive board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies.
QUALIFICATIONS
QUALIFICATIONS Ms. Wolfe Herd’s perspective and experience as our Founder and former Chief Executive Officer make her a valuable member of our Board of Directors. Age: 59 Director Since: July 2020 Committee Membership: ●Audit and Risk ●Compensation (Chair)
Elisa A. Steele
Elisa A. Steele
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Elisa A. Steele has served as a member of our Board of Directors since July 2020. Ms. Steele has served as a director of Namely, Inc., a human resources software company, including serving as the chair of the Namely board of directors from July 2019 through the sale of the company in 2022. She previously served as the Chief Executive Officer of Namely from August 2018 to July 2019. Prior to joining Namely, Ms. Steele served in various positions at Jive Software, Inc., a collaboration software company (acquired by Aurea Software, Inc.), including as Chief Executive Officer and President, from February 2015 to July 2017. Prior to joining Jive Software, Ms. Steele served as Chief Marketing Officer and Corporate Vice President, Consumer Apps & Services at Microsoft Corporation, a worldwide provider of software, services and solutions, and Chief Marketing Officer of Skype, an internet communications company. Ms. Steele also has held executive leadership positions at Yahoo! Inc. and NetApp, Inc. Ms. Steele also serves on the boards of directors of Nextdoor (NYSE: KIND), Procore Technologies, Inc. (NYSE: PCOR), JFrog Ltd (NASDAQ: FROG), Tonal and people.ai. She previously served on the boards of directors of Amplitude, Inc. until June 2025 and Splunk Inc. until March 2024. Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from the Lam Family College of Business at San Francisco State University.
QUALIFICATIONS
QUALIFICATIONS Ms. Steele’s extensive strategic and leadership experience with technology companies, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees.
QUALIFICATIONS
| 27 | 2026 Proxy Statement |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
Class I—Directors Whose Term Expires in 2028
Class I—Directors Whose Term Expires in 2028 Age: 66 Director Since: March 2020 Committee Membership: ●Nominating and Corporate Governance (Chair)
Ann Mather
Ann Mather
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Ann Mather has served as the Chair of our Board of Directors since March 2025. Ms. Mather previously served as the Chair of our Board of Directors from March 2020 to December 2023. Prior to resuming her role as the Chair of our Board in March 2025, Ms. Mather served as the Lead Director from January 2024 to March 2025. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology and media companies, particularly public companies, overseeing and assessing company performance. Ms. Mather serves as a member of the board of directors of Netflix, Inc. (NASDAQ: NFLX), a streaming media company. Ms. Mather also serves on the board of directors of Veem Inc., a payment service provider, Color Health, Inc., an essential healthcare service provider, Aible, Inc., an enterprise AI solutions provider, Genesys Inc., a software company, and Pattern Inc., an e-commerce acceleration platform. Ms. Mather also serves as an independent trustee to the Dodge & Cox Funds board of trustees. Ms. Mather previously served on the boards of directors of various public companies, including Blend Labs, Inc. until June 2024, Alphabet Inc. until October 2023 and Arista Networks, Inc. until May 2022. From September 1999 to April 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ms. Mather was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ms. Mather holds a Master of Arts degree from the University of Cambridge, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.
QUALIFICATIONS
QUALIFICATIONS Ms. Mather’s extensive financial, operational and corporate governance expertise, particularly within technology companies, as well as her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors and Nominating and Corporate Governance Committee. Age: 51 Director Since: August 2024 Committee Membership: ●None
Martin Brand
Martin Brand
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Martin Brand has served as a member of our Board of Directors since August 2024. Mr. Brand is Head of Blackstone Capital Partners. Before joining Blackstone in August 2003, Mr. Brand worked as a derivatives trader with Goldman Sachs in New York and Tokyo from August 1998 through June 2000, and was with McKinsey & Company in London from 2000 through 2001. He is a director of London Stock Exchange Group, UKG Software, Liftoff Mobile, First Eagle, Smartsheet and Cvent. Mr. Brand also serves as a trustee of the American Academy Berlin. Mr. Brand received a BA/MA in Mathematics and Computation, First Class Honors, from Oxford University in 1998 and an MBA from the Harvard Business School in 2003.
QUALIFICATIONS
QUALIFICATIONS Mr. Brand’s extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies, makes him a valuable member of our Board of Directors.
QUALIFICATIONS
| | | | | 28 |
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS Age: 52 Director Since: January 2020 Committee Membership: ●Compensation
Jonathan C. Korngold
Jonathan C. Korngold
PRINCIPAL OCCUPATION AND OTHER INFORMATION
PRINCIPAL OCCUPATION AND OTHER INFORMATION Jonathan C. Korngold has served as a member of our Board of Directors since January 2020. Mr. Korngold is a Senior Managing Director and Global Head of Blackstone’s Growth Equity Business, which is focused on providing capital to companies seeking to manage the execution risks associated with high-growth environments. Mr. Korngold is a member of both the BXG and Tactical Opportunities Investment Committees at Blackstone. Prior to joining Blackstone in 2019, Mr. Korngold served in various roles at General Atlantic since 2001, most recently as the head of General Atlantic’s Global Financial Services and Healthcare sectors, Chairman of the firm’s Portfolio Committee, and as a member of the firm’s Management and Investment Committees. Prior to joining General Atlantic in 2001, Mr. Korngold was a member of Goldman Sachs’ Principal Investment Area and Mergers & Acquisitions groups in London and New York, respectively. Mr. Korngold holds an M.B.A. from Harvard Business School and graduated with an A.B. in Economics from Harvard College.
QUALIFICATIONS
QUALIFICATIONS Mr. Korngold’s extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies, makes him a valuable member of our Board of Directors and Compensation Committee. Age: 62 Director Since: August 2020 Committee Membership: ●Audit and Risk ●Compensation
Compensation of Directors
Compensation of Directors The following table provides summary information concerning the compensation of our non-employee directors for the year ended December 31, 2025. Because they served as executive officers during the year, Whitney Wolfe Herd and Lidiane Jones (who departed as our Chief Executive Officer on March 16, 2025) did not receive compensation in connection with their service on our Board. Their compensation is presented in the section entitled “Executive Compensation” below.
Compensation of Directors
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Ann Mather(2) | 380,423 | 235,539 | — | 615,962 | | R. Lynn Atchison(2) | 155,423 | 235,539 | — | 390,962 | | Martin Brand(3) | — | — | — | — | | Matthew S. Bromberg(4) | 32,349 | — | — | 32,349 | | Amy M. Griffin | 85,000 | 235,539 | — | 320,539 | | Sissie L. Hsiao | 75,000 | 235,539 | — | 310,539 | | Jonathan C. Korngold(3) | — | — | — | — | | Elisa A. Steele(2) | 153,448 | 235,539 | — | 388,987 | | Pamela Thomas-Graham(2) | 122,500 | 235,539 | — | 358,039 |
Compensation of Directors
(1)The amounts reported above for Mses. Mather, Atchison, Griffin, Hsiao, Steele and Thomas-Graham and Mr. Bromberg represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock units granted on June 5, 2025, representing each director’s annual award. (2)Each of Mses. Mather, Atchison, Steel and Thomas-Graham served as members of special committees during 2025 and received additional cash compensation for such service. Mses. Mather, Atchison and Thomas-Graham served on a special committee during the first two quarters of 2025. Mses. Mather and Atchison served on a special committee from February 10, 2025 to March 31, 2025 and from August 22, 2025 to December 17, 2025 and Ms. Steele served on such special committee from February 10, 2025 to March 10, 2025. Mses. Mather, Atchison and Steele served on a special committee from April 27, 2025 to July 29, 2025. The total payments for special committee service during 2025 were $30,423 each for Ms. Atchison and Ms. Mather, $8,448 for Ms. Steele, and $12,500 for Ms. Thomas-Graham. (3)Directors appointed by Blackstone do not receive any compensation from the Company for serving on the Board. (4)Mr. Bromberg resigned from the Board effective June 5, 2025.
Compensation of Directors
| | | | | 30 |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The following table lists all outstanding equity awards held by the non-employee directors listed above as of December 31, 2025.
COMPENSATION OF DIRECTORS
| Name | Time Vesting Incentive Units (#) | Exit Vesting Incentive Units (#) | RSUs (#) | | Ann Mather | 239,769 | 159,845 | 44,026 | | R. Lynn Atchison | 59,943 | 39,961 | 44,026 | | Martin Brand | — | — | — | | Matthew S. Bromberg(1) | 23,978 | 27,751 | — | | Amy M. Griffin | 59,943 | 39,961 | 44,026 | | Sissie L. Hsiao | — | — | 49,441 | | Jonathan C. Korngold | — | — | — | | Elisa A. Steele | 23,976 | 26,642 | 44,026 | | Pamela Thomas-Graham | 59,943 | 39,961 | 44,026 |
COMPENSATION OF DIRECTORS
(1)Mr. Bromberg resigned from the Board effective June 5, 2025.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Effective July 29, 2025, our Board of Directors adopted an updated compensation framework for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows: Cash Compensation: ●Annual Retainer. An annual cash retainer of (i) $300,000 for the director serving as the chairperson or Lead Director, as applicable, of the Board, and (ii) $75,000 for each other director serving on the Board, in each case, payable quarterly in arrears, and pro-rated for the period of service on the Board. ●Chairpersons Retainer: The amount of the cash retainer for the chairperson of each of the Audit and Risk Committee, Nominating and Corporate Governance Committee and the Compensation Committee is $50,000 annually, payable quarterly in arrears and pro-rated for the period of service. ●Committee Membership Retainer: An additional annual cash retainer for serving in a non-chairperson capacity on specified committees of the Board payable quarterly in arrears, and pro-rated for the period of service as chairperson of the applicable committee, as follows: ●Members of the Audit and Risk Committee of the Board receive an additional $20,000 annually; ●Members of the Compensation Committee of the Board receive an additional $15,000 annually; ●Members of the Nominating and Corporate Governance Committee of the Board receive an additional $10,000 annually; and ●Members assigned to any “special committee” formed by the Board receive an additional $25,000 annually (subject to (a) a twelve-month maximum per such “special committee” assignment and (b) proration based on the duration of the “special committee” assignment), unless otherwise determined by the Board.
Non-Employee Director Compensation Policy
| 31 | 2026 Proxy Statement |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Equity-Based Compensation: ●Annual Awards. On the date of each annual meeting of Company shareholders, each eligible director receives an award of Restricted Stock Units (“RSUs”) in respect of a number of shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) having a grant date fair value equal to $250,000 with the number of awarded RSUs determined by dividing the grant value by the average of the closing sales price of the Common Stock for the twenty days over which the Common Stock traded ending on the trading date preceding the annual meeting. To the extent an eligible director joins the Board following the date of an annual meeting of shareholders, the director will receive an RSU award pro-rated for the time of service. These annual award RSUs vest in full on the earlier to occur of the one-year anniversary of the annual meeting at which they were granted and the date of the annual meeting of shareholders next following the grant of RSUs. ●Initial Awards. In addition to the Annual Awards described above, to the extent that an eligible director is elected or appointed to the Board for the first time, the director shall receive an award of RSUs in respect of a number of shares of Common Stock having a grant date fair value equal to $250,000 with the number of awarded RSUs determined by dividing the grant value by the average of the closing sales price of the Common Stock for the twenty days over which the Common Stock traded ending on the trading date preceding the date of the election or appointment of the eligible director. This initial award vests annually in substantially equal installments over a period of three years. Furthermore, all directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors, and expenses related to attendance at certain director continuing education programs are reimbursable, subject to pre-approval.
COMPENSATION OF DIRECTORS
| | | | | 32 |
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS short-term financial metrics during their implementation. However, we remain confident that our talent and compensation strategy ensure that we have the right team, and the proper incentives, to fuel consistent increases to long-term shareholder value through strategic investments. Our talent, compensation, and product strategies are tightly aligned to reward and recognize impact; positioning our executive leadership to fully leverage the Company’s transformative moment. When Ms. Wolfe Herd returned as our Chief Executive Officer in March of 2025, she refreshed and strengthened the leadership team with experienced and high-caliber senior executives to partner with in support of our transformation efforts. In April 2025, Deirdre Runnette joined as our Chief Legal Officer, bringing more than 25 years of experience in legal, risk, and compliance to Bumble. Her depth of experience advising high-growth technology companies in various stages makes her critical to supporting Bumble’s global operations and continued growth. Additionally, after an extensive and competitive search, we welcomed Kevin Cook as our new Chief Financial Officer in August 2025, in large part due to his extensive experience navigating similar transitions. Mr. Cook is a seasoned executive with 30 years of experience in financial management, including with AI-centric companies such as Cloudera and leading cybersecurity firms. This experience, alongside his wealth of financial expertise, makes him perfect to help steer Bumble’s strategic investments going forward. The compensation program outlined herein represents the combined efforts of our CEO, the Board, and Compensation Committee to ensure we attract and retain the caliber of premium talent essential to long-term, sustainable value creation. That said, we remain committed to adjusting programs further to ensure they continue to support our goals, remain competitive, and are aligned with market and peer group practices. Key highlights include: ●The Compensation Committee maintains an objective and thoughtful approach to compensation program design, peer group selection, incentive metrics selection and goal-setting. ●Short-term cash incentives for our NEOs were earned between 100% and 103.4% of target for 2025. •2025 Revenue of $965.7 million resulted in above-target achievement against the short-term incentive program. •2025 Adjusted EBITDA Margin(1) of 32.5% resulted in above-target achievement against the short-term incentive program. •A portion of the 2025 short-term incentive for named executive officers was tied to strategic performance linked to long-term transformation priorities, for which no payout was earned. •In addition, the short-term incentive for certain named executive officers was subject to an individual performance component. •The Compensation Committee retained discretion to adjust short-term incentive payouts for named executive officers based on individual performance assessments. ●Equity awards to our NEOs (other than our CEO and former executives) in 2025 reflected sign-on awards granted in connection with their hire, offer letters and/or employment agreements. ●Our equity program for our NEOs (other than former executives) in 2025 was comprised entirely of time-based RSUs that vest over three years in recognition of the context around our strategic business and leadership transitions, and is intended to drive long-term alignment with stockholders and focus on sustained value creation while allowing the short-term flexibility necessary to successfully oversee our product transformation.
Compensation Governance Practices and Policies
| What We Do | | What We Don’t Do | | | ✓ | Link executive pay to Company performance through our annual and long-term incentive plans | ✗ | No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd) | | ✓ | Balance short- and long-term incentives, cash and equity, and fixed and variable pay | ✗ | No guaranteed annual increases or incentive payouts | | ✓ | Compare executive compensation and Company performance to relevant peer group companies | ✗ | No repricing of underwater stock options without stockholder approval | | ✓ | Have thresholds and maximums in our short-term incentive plan | ✗ | No tax gross-ups | | ✓ | Provide only limited perquisites | ✗ | No dividends paid on unvested awards | | ✓ | All long-term awards for executives are denominated and settled in equity | ✗ | No aspect of the pay policies or practices pose a material adverse risk to the Company | | ✓ | An annual assessment by the Compensation Committee of potential risks in our executive compensation programs | ✗ | No compensation or incentives that encourage unnecessary or excessive risk taking | | ✓ | Maintain an incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes- Oxley Act and Dodd-Frank | ✗ | Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited | | ✓ | Retention of an independent compensation consultant | | | | ✓ | Appoint a Compensation Committee comprised solely of independent directors | | |
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS During the period of October through January each year, our CEO and Chief People Officer provide the Compensation Committee with performance reviews and compensation recommendations for our NEOs (other than our CEO), taking into account input from the Compensation Committee’s independent compensation consultant, including benchmarking and other materials and data prepared by the independent consultant for the Compensation Committee to assist in the analysis and decision-making process. For 2025, the Board determined our CEO's base salary, target bonus opportunity and equity grant made in 2025 and our Compensation Committee determined the amount of our CEO's short term incentive payout relating to 2025. No member of the management team is present for the discussion or approval of his or her individual compensation, and our Compensation Committee meets in executive session with its independent compensation consultant with no members of management present as part of its process in considering the data and recommendations.
Compensation Consultant
Compensation Consultant Semler Brossy is the independent executive compensation consultant to the Compensation Committee and provides the following executive compensation consulting services to the Compensation Committee: ●Prepare information about market trends and issues, and provide legislative and regulatory updates; ●Prepare market data for executive officer compensation and assess the competitiveness of our compensation; ●Provide guidance in establishing a relevant peer group for assessing executive officer compensation; ●Perform a pay-for-performance analysis, including realizable pay and retention analyses; ●Review executive compensation and annual and long-term incentive plan design; and ●Regularly attend and participate in Compensation Committee meetings. Each year, as required by its Charter, the Compensation Committee evaluates the independence of its compensation consultant pursuant to the rules of the SEC and Nasdaq. Based on its review, the Compensation Committee does not believe that Semler Brossy had a conflict of interest with respect to the work performed for the Compensation Committee in 2025. The Compensation Committee believes the advice it receives from Semler Brossy is objective and not influenced by any other relationships with us because of the procedures Semler Brossy and the Compensation Committee have in place, including the following: ●Semler Brossy receives no incentive or other compensation based on the fees charged to us for other services provided by Semler Brossy or any of its affiliates; ●Semler Brossy is not responsible for selling other services or affiliate services to us; and ●Semler Brossy's professional standards prohibit an individual consultant employed by Semler Brossy from considering any other relationships held by the consultant or its affiliates may have with us in rendering his or her advice and recommendations.
Compensation Consultant
| 43 | 2026 Proxy Statement |
Peer Group
Peer Group In setting executive compensation, the Compensation Committee considers the compensation programs of our competitors, primarily companies in the consumer technology and software industries, to help determine the competitiveness of pay levels and pay mix for executives. Semler Brossy provided the Compensation Committee with market information on base salaries, short-term incentive (“STI”) and long-term incentive (“LTI”) plan design and competitive analysis based on public disclosure of the 18 peer companies listed in the table below. Although the Compensation Committee does not target a fixed percentile relative to the peer group when setting executive compensation for our NEOs, it reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry.
Peer Group
| 2025 Peer Group | | | Angi Inc. | Match Group, Inc. | | BlackLine, Inc. | Pinterest, Inc. | | CarGurus, Inc. | Reddit, Inc. | | Etsy, Inc. | Shutterstock, Inc. | | Five9, Inc. | Stitch Fix, Inc. | | fuboTV, Inc. | Tripadvisor, Inc. | | GoodRX Holdings, Inc. | Udemy, Inc. | | Healthpeak Properties, Inc. | Yelp Inc. | | Nextdoor Holdings | ZipRecruiter, Inc. |
Fiscal Year 2025 Compensation Program Components
Fiscal Year 2025 Compensation Program Components For 2025, the compensation of our named executive officers included three main components: (i) base salary; (ii) STI (our annual cash incentive plan); and (iii) LTI consisting of RSUs. Mses. Jones and Subramanian were not eligible to receive an award under our annual cash incentive plan or equity incentive plan in 2025 given the timing of their departures, and Mr. Fior was not eligible to receive an award given the nature of his compensation arrangement.
Short-Term Incentive Compensation
Short-Term Incentive Compensation Overview of Short-Term Incentive Program Design for Fiscal Year 2025 We believe it is important to incentivize specific results and behaviors that support our overall business strategy. Accordingly, for 2025, our named executive officers (except for Mses. Jones, Subramanian, Monteleone and Mr. Fior) were eligible to earn cash annual incentive payments under our STI program, which was designed to align our strategic initiatives to our annual growth and earnings goals. Under the 2025 STI program, each NEO’s payout was determined based on performance relative to Company financial and strategic performance and, for Mr. Cook and Ms. Runnette, subject to a multiplier based on individual performance. Each metric is measured independently on a linear performance scale, and NEOs are eligible to earn a Company payout of 50% to 150% of the target payout for the relevant metric with respect to the performance of such metric. If performance is below the threshold level for any metric, the payout for that portion is 0% of the target payout, but other portions would not be affected. Individual multipliers are based on each executive’s performance rating and may range from 0% to 120%. Total bonus payouts may range from 0% to 180% of the target payout, based on the combined performance of the Company and individual components.
Short-Term Incentive Compensation
| 45 | 2026 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
| Company Scorecard Objectives | Description and Rationale | | 2025 Weighting | 2025 Payout Scale | | Revenue | Measures the acceleration of our growth and is the most important overall metric for our business health and performance | | 33.3% | 0-150% | | Adjusted EBITDA Margin | Measures the Company’s ability to maintain business strength and profitability since it focuses on profitable growth, not just unconstrained growth, which is critically important for a technology company | | 33.3% | 0-150% | | Strategic Metrics | Measures execution against strategic initiatives and priorities critical to driving the trajectory of Bumble’s transformation and positioning for long-term value creation | | 33.3% | 0-150% | | Total Company Payout | X | Individual Multiplier(1) | = | Total STIP Payout | | 0-150% | | 0-120% | | 0-180% |
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS The following table details the threshold, target and maximum goals, as well as the actual performance results, for each of the company scorecard objectives under the 2025 STI plan.
2025 Short-Term Incentive Company Scorecard Goals and Achievement
2025 Short-Term Incentive Company Scorecard Goals and Achievement
2025 Short-Term Incentive Company Scorecard Goals and Achievement
| Metric | Threshold (Payout is 50% of Target) | Target (Payout is 100% of Target) | Maximum (Payout is 150% of Target) | Actual Results | Actual (% of Target Payout)* | | Revenue (33.33%) | $876M | $932M | $987M | $966M | 132% | | Adjusted EBITDA Margin (33.33%) | 28% | 30% | 32% | 33% | 150% | | Strategic Metrics (33.33%) | ** | ** | ** | ** | 0% |
2025 Short-Term Incentive Company Scorecard Goals and Achievement
*The actual payout results were interpolated (using a straight-line interpolation method) between each applicable level. **We are not disclosing the specific metrics or goals related to the Strategic Metrics because doing so could result in competitive harm. The Compensation Committee considered the ability to meet or exceed the Strategic Metrics to be at least as difficult as the Revenue and Adjusted EBITDA Margin goals.
2025 Individual Performance
2025 Individual Performance The Compensation Committee believes individual performance modifiers reinforce accountability, differentiate performance among executives, and ensure that total incentive payouts appropriately reflect both Company and individual results. Performance is tied to individual objectives related to: driving leadership and organizational transformation, focus on member trust in the safety and security of our products, and innovation across the product to establish the Company’s long-term positioning. For 2025, annual incentive payouts were based primarily on Company performance results of 94%, as determined by the Compensation Committee. In assessing Company performance, the Compensation Committee considered results against the pre-established financial and strategic objectives under the Company’s STI program. Consistent with the Company’s regular STI program design, the payouts for Mr. Cook and Ms. Runnette incorporated an individual performance component. The individual component reflected the Compensation Committee’s assessment of each executive’s performance against their respective objectives for the year and was applied in accordance with the program’s established framework. Pursuant to the terms of Ms. Wolfe Herd’s letter agreement dated February 28, 2025 relating to her return to the role of CEO in March 2025, Ms. Wolfe Herd’s STI program target bonus is equal to 100% of her base salary (which will apply on a non-prorated and non-blended basis for 2025), with actual payout based on the achievement of certain performance objectives as approved by the Company in its sole discretion. For 2025, the Compensation Committee utilized its discretion to adjust Ms. Wolfe Herd’s STI payout based on her transition back to the role of CEO.
2025 Short-Term Incentive Program Payouts
2025 Short-Term Incentive Program Payouts The target bonus amounts that our named executive officers who were employed by the Company as of December 31, 2025 were able to earn under the STI program for fiscal year 2025, and the amounts actually earned, are set forth in the following table:
2025 Short-Term Incentive Program Payouts
| Executive | Target Bonus Amount | Corporate Performance Component Payout Percentage | Individual Performance Component Payout Percentage | Total Payout (% of target) | Total Payout | | Whitney Wolfe Herd | $650,000 | 94% | N/A(1) | 100% | $650,000 | | | (100% of salary) | | | | | | Kevin Cook(2) | $163,398 | 94% | 110% | 103% | $168,954 | | | (80% of salary) | | | | | | Deirdre Runnette(2) | $258,412 | 94% | 110% | 103% | $267,198 | | | (80% of salary) | | | | |
2025 Short-Term Incentive Program Payouts
(1)Ms. Wolfe Herd's total payout was adjusted based on the Compensation Committee's utilization of discretion, as discussed above. (2)Ms. Runnette and Mr. Cook’s target bonus amounts were pro-rated from their respective employment commencement dates of April 14, 2025 and August 12, 2025.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards Bumble’s long-term incentive program is designed to reinforce sustained value creation by delivering compensation primarily through equity awards that vest over multiple years. Employee equity incentive awards are a meaningful way to share the Company’s success with the people who help create it, including our named executive officers. Unlike salary or bonuses, equity incentive awards are a long-term investment that aligns our team’s contributions with the Company’s growth. By providing equity incentive awards, we reward dedication and empower our employees as true stakeholders in our shared journey, ensuring mutual success. Equity incentive awards are considered “at-risk” compensation, since they are directly tied to the performance of our stock price.
Long-Term Incentive Awards to NEOs in 2025
Long-Term Incentive Awards to NEOs in 2025 Long-term incentive awards granted in 2025 were intended to align executives’ interests with long-term stockholder value creation, promote leadership continuity and retention during a period of transformation, and ensure competitive long-term incentive opportunities while the Company navigates significant business and leadership transitions. During 2025, the Compensation Committee determined that time-based restricted stock units (“RSUs”) were the most appropriate long-term incentive vehicle given the Company’s transformation, the volatility inherent in the business environment, and the importance of retaining and stabilizing leadership during a period of significant change. Furthermore, the rapidly changing business context could make hyper-specific goal-setting counterproductive, hamstringing executives' abilities to react to market shifts and transformational needs with speed and agility. RSUs directly align executives with long-term stockholder outcomes through share price performance while providing predictable retention value and continuity as the Company executes its strategic transition.
Long-Term Incentive Awards to NEOs in 2025
| | | | | 48 |
2025 Equity Awards
2025 Equity Awards
2025 Equity Awards
| Executive | Grant Date | Grant Purpose | RSUs (#) | Target Grant Value ($)* | | Whitney Wolfe Herd | 3/17/2025 | Annual Grant | 1,258,249 | $9,000,000 | | Kevin Cook | 8/26/2025 | New Hire | 1,657,803 | $12,000,000 | | Deirdre Runnette | 5/27/2025 | New Hire | 1,199,185 | $5,000,000 | | Elizabeth Monteleone | 1/29/2025 | Retention | 63,968 | $500,000 |
2025 Equity Awards
*The fair value for accounting purposes is different than the figures in the table given how awards are calculated based on a closing stock price average. At the time that annual "refresh" awards were considered in 2025, Ms. Wolfe Herd was the only named executive officer eligible due to the transitions among Bumbles senior leadership team. The Board approved a $9,000,000 target grant value for Ms. Wolfe Herd, which was calibrated to provide a competitive long-term incentive opportunity relative to peer CEOs and reflect the importance of stable leadership during a period of transformation. One-third of the award vested on March 10, 2026, and the remaining two-thirds will vest in equal quarterly installments thereafter, such that the award will fully vest on March 10, 2028. The equity awards granted to Mr. Cook and Ms. Runnette in connection with their hiring were designed to serve two purposes: (1) provide a competitive long-term incentive opportunity on an annualized basis, consistent with market practices for executives in comparable roles; and (2) induce each executive to join the Company and meaningfully align their interests with stockholders by providing substantial equity ownership tied to the success of the Company’s transition and long-term strategy. One-third of Ms. Runnette’s award is scheduled to vest on May 2, 2026, and one-third of Mr. Cook’s award is scheduled to vest on August 2, 2026. For both awards, the remaining two-thirds will vest in equal quarterly installments thereafter, such that the awards will be fully vested on May 2, 2028, for Ms. Runnette, and August 2, 2028, for Mr. Cook. The Compensation Committee believes these new-hire awards appropriately balanced recruitment needs, long-term alignment, and retention without creating duplicative or excessive compensation. The retention award for Ms. Monteleone was recommended to the Compensation Committee by Ms. Jones in January 2025 and was intended to reinforce leadership continuity during a time of transition. The award was scheduled to vest in four equal installments, with 25% of the award vesting on each of March 10, 2025, June 10, 2025, September 10, 2025, and December 10, 2025. Ms. Monteleone left the Company in April 2025, and, as a result, the unvested portion of the award (representing 75% of the total award) was forfeited.
Employment Agreements
Employment Agreements Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, which was updated with a letter agreement, effective January 2, 2024, and further updated with a letter agreement dated February 28, 2025, setting forth the terms of her employment as the Company’s Chief Executive Officer, effective March 17, 2025. Bumble Trading LLC entered into an employment agreement with Ms. Runnette dated March 14, 2025. Bumble Inc. entered into an employment agreement with Mr. Cook dated August 4, 2025. Bumble Inc. entered into a consulting agreement dated February 18, 2025, between Bumble Inc. and FLG Partners, LLC, which was the arrangement pursuant to which Mr. Fior was compensated. Bumble Trading LLC entered into an employment agreement with Ms. Jones, dated as of November 3, 2023. Bumble Trading LLC also entered into an amended and restated employment agreement with Ms. Subramanian, dated as of September 23, 2022 and amended February 22, 2023. Bumble Trading LLC entered into an employment agreement with Ms. Monteleone dated as of June 12, 2024. We refer to these agreements as the Wolfe Herd agreement, the Runnette agreement, the Cook agreement, the Fior agreement, the Subramanian agreement, and the Monteleone agreement, respectively. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for more details on the named executive officer employment agreements.
Grant Timing
Grant Timing We have adopted policies and procedures regarding the timing of when we grant awards, including options. We maintain an Equity Award Grant Policy, which was initially adopted in 2022, and has been revised from time to time. The policy provides that for a newly hired employee, or an employee who is promoted, the grant date of an equity award will be the 10th day of the month following the month on which the employee commenced employment or was promoted, as applicable, subject to the employee being employed on the grant date. For an employee receiving a retention grant, the grant date will be as determined under the circumstances. The policy also provides that the date of grant for “officers” as defined under Rule 16a-1(f) of the Exchange Act (commonly referred to as “Section 16 Officers”) will be made on the last day of the open trading window following the Company’s public news release of its annual or quarterly earnings. Notwithstanding anything in the policy, if special circumstances arise such that the Compensation Committee or the Board determines it is advisable to grant an award at a time other than as set forth above, the Compensation Committee or the Board may consider and approve any such grant. The grant of equity-based awards made in 2025 to each of our named executive officers other than Ms. Wolfe Herd was approved by the independent directors of our Compensation Committee designed to meet the requirements of granting equity-based awards for purposes of Section 16 of the Exchange Act (the “Section 16 Subcommittee”). The grant of equity-based awards made in 2025 to Ms. Monteleone was approved by our Board of Directors. The grants of equity-based awards to Ms. Wolfe Herd, Ms. Runnette and Mr. Cook were made pursuant to the formula set forth in our Equity Award Grant Policy, as described above, when the Company’s trading window was open such that the grant was made at a time at which the Section 16 Subcommittee was not in the possession of material non-public information. The grant to Ms. Monteleone was not made as prescribed by the policy, but was made in connection with a retention program that was implemented in early 2025. In 2025, we did not grant stock options to our NEOs.
Summary Compensation Table
Summary Compensation Table The following table summarizes compensation earned by our named executive officers for the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Whitney Wolfe Herd Chief Executive Officer, Former Executive Chair | 2025 | 650,000 | — | 6,303,827 | — | 650,000 | 14,000 | 7,617,828 | | | 2024 | 650,000 | — | 2,582,781 | 2,611,327 | 187,740 | 13,800 | 6,045,649 | | | 2023 | 650,000 | — | 3,265,896 | 2,677,863 | 424,836 | 13,200 | 7,031,795 | | Kevin Cook Chief Financial Officer(7) | 2025 | 204,830 | — | 10,692,829 | — | 168,954 | 8,493 | 11,075,106 | | Deirdre Runnette Chief Legal Officer(8) | 2025 | 322,159 | 100,000 | 7,159,134 | — | 267,198 | 13,186 | 7,861,678 | | Lidiane Jones Former Chief Executive Officer | 2025 | 184,659 | — | — | — | — | 7,386 | 192,046 | | | 2024 | 647,917 | 1,000,000 | 10,851,090 | 10,800,689 | 189,826 | 13,800 | 23,503,322 | | Anuradha B. Subramanian Former Chief Financial Officer | 2025 | 100,000 | — | — | — | — | 4,000 | 104,000 | | | 2024 | 480,000 | — | 2,066,223 | — | 160,205 | 13,800 | 2,720,228 | | | 2023 | 475,000 | — | 1,589,396 | 1,303,231 | 362,527 | 13,200 | 3,743,354 | | Ron Fior Former Interim Chief Financial Officer(9) | 2025 | — | — | — | — | — | 638,367 | 638,367 | | Elizabeth Monteleone Former Chief Legal Officer(10) | 2025 | 113,636 | — | 532,214 | — | — | 290,909 | 936,759 | | | 2024 | 353,954 | 160,000 | 929,499 | 907,187 | 67,639 | 13,800 | 2,432,079 |
Summary Compensation Table
(1)The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. For 2025, the amount reported for Ms. Jones includes salary paid during her transition period. (2)Amounts reflect the grant date fair value, determined in accordance with FASB ASC Topic 718 (“ASC 718”), of grants of RSUs. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2025, see Note 16, Stock-based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)Amounts reflect the aggregate grant date fair values determined in accordance with ASC 718. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2025, see Note 16, Stock-based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (4)For 2025, the amount reported reflects the aggregate annual bonus program payouts paid in early 2026 for performance related to 2025 for each of Mses. Wolfe Herd and Runnette, and Mr. Cook. For more information on the determination of these amounts based on the achievement of 2025 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis— Short-Term Incentive Compensation.” (5)For 2025, amounts in this column reflect the amount of Bumble’s contribution to our 401(k) Savings Plan on behalf of each named executive officer and, for Ms. Monteleone, severance payments, and for Mr. Fior, consulting fees. (6)The sum of individual amounts may not always equal total amounts indicated due to rounding. (7)Mr. Cook joined the Company as Chief Financial Officer on August 12, 2025.
Summary Compensation Table
| | | | | 52 |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
| | | | Est. Future Payouts under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: | | All Other Option Awards: | | | Name | Award Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Number of Shares (#) | Number of Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh)(2) | Grant Date Fair Value of Stock and Option Awards ($) | | Whitney Wolfe Herd | 1/1/2025 | | 650,000 | 650,000 | 650,000 | | | | | | | 3/17/2025 | 2/28/2025 | | | | 1,258,249 | | | 6,303,827 | | Kevin Cook | 1/1/2025 | | — | 163,398 | 294,117 | | | | | | | 8/26/2025 | 8/15/2025 | | | | 1,657,803 | | | 10,692,829 | | Deirdre Runnette | 1/1/2025 | | — | 258,412 | 465,142 | | | | | | | 5/27/2025 | 4/25/2025 | | | | 1,199,185 | | | 7,159,134 | | Elizabeth Monteleone | 1/1/2025 | | — | 280,000 | 504,000 | | | | | | | 1/29/2025 | 1/29/2025 | | | | 63,968 | | | 532,214 |
Grants of Plan-Based Awards in 2025
(1)Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2025 under our annual cash incentive program for executive officers. For more information on the determination of these amounts based on achievement of 2025 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.” (2)No stock options were granted to any of the named executive officers during 2025.
Grants of Plan-Based Awards in 2025
| | | | | 56 |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options— exercisable (#) | Number of Securities Underlying Unexercised Options— unexercisable (#) | Option Exercise Price ($) | 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) | | Whitney Wolfe Herd | 3/17/2025(1) | RSUs | — | — | — | — | 1,258,249 | 4,491,949 | | | 5/28/2024(2) | Options | 157,874 | 202,981 | 11.56 | 5/28/2034 | — | — | | | 5/28/2024(2) | RSUs | — | — | — | — | 125,676 | 448,663 | | | 3/14/2023(3) | Options | 149,111 | 67,778 | 19.68 | 3/14/2033 | — | — | | | 3/14/2023(3) | RSUs | — | — | — | — | 51,860 | 185,140 | | Kevin Cook | 8/26/2025(4) | RSUs | — | — | — | — | 1,657,803 | 5,918,357 | | Deirdre Runnette | 5/27/2025(5) | RSUs | — | — | — | — | 1,199,185 | 4,281,090 | | Lidiane Jones | — | — | — | — | — | — | — | — | | Anuradha B. Subramanian | — | — | — | — | — | — | — | — | | Ron Fior | — | — | — | — | — | — | — | — | | Elizabeth Monteleone | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at December 31, 2025
(1)The RSU award reflected in the table with a March 17, 2025 grant date is scheduled to vest 33% on March 10, 2026 and then in equal quarterly installments thereafter such that the award will be fully vested on March 10, 2028. (2)The option and RSU award reflected in the table with a May 28, 2024 grant date vested 25% on March 10, 2025 and then vests in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028. (3)The option and RSU award reflected in the table with a March 14, 2023 grant date vested 25% on February 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on February 10, 2027. (4)The RSU award reflected in the table with an August 26, 2025 grant date is scheduled to vest 33% on August 2, 2026 and then in equal quarterly installments thereafter such that the award is fully vested on August 2, 2028. (5)The RSU award reflected in the table with a May 27, 2025 grant date is scheduled to vest 33% on May 2, 2026 and then vests in equal quarterly installments thereafter such that the award is fully vested on May 2, 2028. (6)Value with respect to the RSUs was determined based on the December 31, 2025 closing market price of our Class A common stock of $3.57 per share.
Outstanding Equity Awards at December 31, 2025
| 57 | 2026 Proxy Statement |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(3) | | Whitney Wolfe Herd | 1,305,002 | 749,395 | | Kevin Cook(2) | — | — | | Deirdre Runnette(2) | — | — | | Lidiane Jones | 187,087 | 1,491,083 | | Anuradha B. Subramanian | 29,540 | 98,122 | | Ron Fior(2) | — | — | | Elizabeth Monteleone | 39,022 | 191,573 |
Option Exercises and Stock Vested in 2025
(1)For Ms. Wolfe Herd, represents 1,165,767 Incentive Units and 139,235 RSUs that vested in 2025; for Ms. Jones, represents 187,087 RSUs that vested in 2025; for Ms. Subramanian, represents 16,219 RSUs and 13,321 Incentive Units that vested in 2025; and for Ms. Monteleone, represents 39,022 RSUs that vested in 2025. (2)Mr. Cook and Ms. Runnette did not have any RSUs or Incentive Units vest during 2025. Mr. Fior has never received equity-based awards from the Company. (3)Value for Incentive Units was determined by the difference between the closing market price of our Class A common stock on the applicable vesting date and the applicable distribution threshold. Once an Incentive Unit vests, it is eligible to be converted for Common Units, which Common Units are eligible for exchange for shares of our Class A common stock upon the NEO’s election. During 2025, no NEO converted Incentive Units for Common Units and no NEO converted Common Units into shares of our Class A common stock.
Option Exercises and Stock Vested in 2025
| | | | | 58 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table sets forth the estimated incremental payments and benefits that would have been payable to our NEOs upon termination of employment and/or in connection with a change in control, assuming that the triggering event occurred on December 31, 2025. Due to the number of factors that affect the nature and amount of any potential payments or benefits, actual payments and benefits may differ from those presented in the table below.
Potential Payments upon Termination or Change in Control
| | Payment Scenario | Cash Salary Severance ($)(1) | Cash Bonus Severance ($)(2) | Equity with Accelerated Vesting ($)(3)(4) | Continued Health Benefits ($)(5) | Total ($) | | Whitney Wolfe Herd | Termination Without Cause or for Good Reason | 650,000 | 650,000 | — | 37,491 | 1,337,491 | | | Termination Without Cause or for Good Reason following Change in Control | 650,000 | 650,000 | 5,125,752 | 37,491 | 6,463,244 | | | Death or Disability | — | — | — | — | — | | Kevin Cook | Termination Without Cause or for Good Reason | 525,000 | 420,000 | 2,466,324 | 4,470 | 3,415,794 | | | Termination Without Cause or for Good Reason following Change in Control | 525,000 | 420,000 | 5,918,357 | 4,470 | 6,867,827 | | | Death or Disability | — | — | — | — | — | | Deirdre Runnette | Termination Without Cause or for Good Reason | 450,000 | — | — | 23,788 | 473,788 | | | Termination Without Cause or for Good Reason following Change in Control | 450,000 | — | 4,281,090 | 23,788 | 4,754,879 | | | Death or Disability | — | — | — | — | — | | Lidiane Jones | Termination Without Cause or for Good Reason | — | — | — | — | — | | | Termination Without Cause or for Good Reason following Change in Control | — | — | — | — | — | | | Death or Disability | — | — | — | — | — |
Potential Payments upon Termination or Change in Control
| 59 | 2026 Proxy Statement |
CEO Pay Ratio
CEO Pay Ratio For the fiscal year 2025, the annual total compensation for the median employee of the Company, other than our CEO, was $178,674. During fiscal year 2025, two individuals served as CEO. Ms. Jones served as CEO from January 1, 2025 through March 16, 2025. Ms. Wolfe Herd served as Executive Chair from January 1, 2025 to March 16, 2025, and has served as CEO since March 17, 2025. For the purposes of calculating the pay ratio, we used the annual total compensation of Ms. Wolfe Herd, as reported in the Summary Compensation Table. The annual total compensation used was $7,617,828. Based on this information, for fiscal year 2025 our CEO pay ratio was 43:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee, we used the following methodology: ●To determine our total population of employees, we included all full-time, part-time, and temporary employees as of December 31, 2025. We did not exclude any non-U.S. employees. ●We determined our median compensated employee by using a ‘total direct compensation’ measure consisting of: (i) fiscal year 2025 base salary or hourly wages, including overtime pay, (ii) bonuses and commission payable for fiscal year 2025, and (iii) grant date fair value, determined in accordance with ASC 718, of any equity awards granted in fiscal year 2025. ●We annualized the base pay of any part-time or full-time employees who were employed by us for less than the full year. ●Payments made in foreign currencies were converted to U.S. dollars using 12-month average exchange rates for the year. Although we identified a new median employee for 2025, our calculation methodology for 2025 was the same methodology used to calculate our 2024 CEO pay ratio.
Pay Versus Performance
Pay Versus Performance The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other named executive officers for the fiscal year 2025. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), the amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with Item 402(v). Footnotes (2) and (4) below set forth the adjustments from the total compensation for each NEO reported in the Summary Compensation Table (“SCT”) above. They do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the non-CEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement and the Executive Compensation section of our 2025, 2024, 2023 and 2022 Proxy Statements, as applicable.
Pay Versus Performance
| | | | | 64 |
Pay Versus Performance Table
Pay Versus Performance Table The following table provides summary information concerning pay versus performance for our CEO and non-CEO NEOs for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Pay Versus Performance Table
| | | | | | | | Value of Initial Fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for CEO 1 ($) (1) | Summary Compensation Table Total for CEO 2 ($) (2) | Compensation Actually Paid to CEO 1 ($) (3) | Compensation Actually Paid to CEO 2 ($) (3) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (4) | Average Compensation Actually Paid to Non-CEO NEOs ($) (5) (6) | Total Stockholder Return ($) (7) | Index Total Stockholder Return ($) (8) | Net Income ($ Millions) (9) | Total Revenue ($ Millions) (10) | | 2025 | 7,617,828 | 192,046 | 3,307,159 | (7,824,988) | 4,123,182 | 1,894,301 | 5.08 | 105.74 | (895.3) | 965.7 | | 2024 | 6,045,649 | 23,503,322 | (6,543,959) | 12,083,906 | 1,736,641 | (624,840) | 11.58 | 91.21 | (768.4) | 1,071.6 | | 2023 | 7,031,795 | N/A | (15,584,729) | N/A | 4,576,451 | (5,182,198) | 20.96 | 70.41 | (1.9) | 1,051.8 | | 2022 | 16,234,030 | N/A | (41,123,355) | N/A | 7,707,501 | (2,765,959) | 29.94 | 49.12 | (114.1) | 903.5 | | 2021 | 1,125,200 | N/A | 75,084,565 | N/A | 956,913 | 16,653,709 | 48.16 | 93.68 | 281.7 | 760.9 |
Pay Versus Performance Table
(1)Reflects compensation amounts reported in the “Summary Compensation Table” for Whitney Wolfe Herd, our CEO as of March 17, 2025 and who previously served as our CEO prior to January 2, 2024, for the respective years shown. (2)Reflects compensation amounts reported in the “Summary Compensation Table” for Lidiane Jones, who served as our CEO from January 2, 2024 until March 17, 2025. (3)Compensation actually paid (“CAP”) to our CEOs in 2025 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
Pay Versus Performance Table
| Year | 2025 | 2025 | | CEO | Whitney Wolfe Herd | Lidiane Jones | | SCT Total Compensation ($) | 7,617,828 | 192,046 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (6,303,827) | — | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 4,491,949 | — | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (1,517,698) | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (981,093) | (342,754) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | (7,674,280) | | Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($) | — | — | | Compensation Actually Paid ($) | 3,307,159 | (7,824,988) |
Pay Versus Performance Table
| 65 | 2026 Proxy Statement |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Compensation Actually Paid vs Total Stockholder Return
Compensation Actually Paid vs Total Stockholder Return
Compensation Actually Paid vs Total Stockholder Return
| | Whitney Wolfe Herd CAP | | Lidiane Jones CAP | | Average for Non-CEO NEOs CAP | | | Bumble Inc. | | Nasdaq CTA Internet | | |
Compensation Actually Paid vs Total Stockholder Return
| 69 | 2026 Proxy Statement |
Compensation Actually Paid vs Net Income
Compensation Actually Paid vs Net Income
Compensation Actually Paid vs Net Income
| | Whitney Wolfe Herd CAP | | Lidiane Jones CAP | | Average for Non-CEO NEOs CAP | | Net Income |
Compensation Actually Paid vs Total Revenue
Compensation Actually Paid vs Total Revenue
Compensation Actually Paid vs Total Revenue
| | Whitney Wolfe Herd CAP | | Lidiane Jones CAP | | Average for Non-CEO NEOs CAP | | Total Revenue |
Compensation Actually Paid vs Total Revenue
| | | | | 70 |
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List Identified in accordance with the requirements of Item 402(v)(6), the following performance measures, presented in no particular order, represent the most important financial performance measures and other performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2025: ●Total Revenue; ●Adjusted EBITDA Margin; and ●Strategic Metrics. “Strategic Metrics” is based on strategic performance linked to the Company’s long-term transformation priorities. We are not disclosing the specific metrics or goals related to the Strategic Metrics because doing so could result in competitive harm. The Compensation Committee considered the ability to meet or exceed the Strategic Metrics to be at least as difficult as the Revenue and Adjusted EBITDA Margin goals. The Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial or non-financial performance measures specifically to link NEO CAP to Company performance. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Pay Versus Performance Tabular List
| 71 | 2026 Proxy Statement |