DEF 14A of Reddit, Inc., Apr 28, 2025

DEF 14A of Reddit, Inc.

Filed Apr 28, 2025 · FY20240001713445-25-000092

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Steven Huffman

    Steven Huffman Steven Huffman is our Co-Founder and has served as our Chief Executive Officer and President and as a member of our Board of Directors since July 2015. Prior to returning to Reddit in 2015, Mr. Huffman was the Co-Founder and Chief Technology Officer at Hipmunk, an online commercial travel company, from June 2010 to October 2015. From June 2005 to October 2009, Mr. Huffman co-founded and held a variety of leadership roles at Reddit. Mr. Huffman has served on the boards of directors of GameChanger Charity, a 501(c)(3) organization leveraging technology and innovation to improve the lives of hospitalized children, since December 2020, and Bishop Fox, a cybersecurity firm, since July 2019. Mr. Huffman received a Bachelor of Science in Computer Science from the University of Virginia. We believe Mr. Huffman is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Co-Founder and Chief Executive Officer.

  3. Sarah Farrell

    Sarah Farrell Sarah Farrell has served on our Board of Directors since May 2024, and previously served as an observer on our Board of Directors from 2021 to 2024. Ms. Farrell is a Co-Founder and Managing Partner of Waygrove Partnership, a San Francisco-based investment partnership, since February 2024. Previously, Ms. Farrell was a Partner at Inclusive Capital Partners, L.P., a San Francisco-based investment firm from July 2020 to February 2024. From August 2018 to July 2020, Ms. Farrell worked at ValueAct Capital, a San Francisco-based investment firm. Before ValueAct, Ms. Farrell worked in private equity at The Blackstone Group. Prior to Blackstone, she worked in investment banking at J.P. Morgan in the mergers and acquisitions group. Ms. Farrell previously served on the boards of Verra Mobility Corporation, a smart transportation company, from January 2022 to February 2024, and on the boards of Kolmac Outpatient Recovery Centers and Lindblad Expeditions Holdings, Inc. Ms. Farrell received a Bachelor of Arts in Chemistry from Harvard College. We believe Ms. Farrell is qualified to serve as a member of our Board of Directors because of her deep knowledge of technology companies and experience investing in and advising technology companies.

  4. Sarah Farrell

    | Reddit, Inc. | 4 | 2025 Proxy Statement |

  5. Patricia Fili-Krushel

    Patricia Fili-Krushel Patricia Fili-Krushel has served on our Board of Directors since January 2022. From September 2018 to February 2021, Ms. Fili-Krushel served as the Chief Executive Officer at Coqual, a global, non-profit think tank and advisory group. From January 2011 to November 2015, Ms. Fili-Krushel held various roles at Comcast Corporation, a global media and technology company, including Chair of the NBCUniversal News Group and Chief Human Resources Officer and Executive Vice President of NBCUniversal. From April 2001 to December 2010, Ms. Fili-Krushel served as Chief Human Resources Officer and Executive Vice President, Administration at Time Warner Inc., a global media and entertainment company. Prior to her time at Time Warner, Ms. Fili-Krushel held various senior and executive roles for entertainment and media companies, including ABC Television, Disney ABC Television Group, Lifetime, HBO, and ABC Sports. Ms. Fili-Krushel has served on the boards of directors of Dollar General Corporation, a discount retailer, from October 2012 to August 2024, and Chipotle Mexican Grill, Inc., a restaurant chain, since March 2019. Ms. Fili-Krushel received a Master of Business Administration from Fordham Gabelli School of Business and a Bachelor of Science in Communication and Media Studies from St. John’s University. We believe Ms. Fili-Krushel is qualified to serve as a member of our Board of Directors because of her established experience in entertainment and media.

  6. Porter Gale

    Porter Gale Porter Gale has served on our Board of Directors since April 2019. Ms. Gale served as Chief Marketing Officer at Joy, a wedding planning platform, from February 2023 to October 2023. From February 2019 to September 2021, Ms. Gale served as the Chief Marketing Officer at Personal Capital, an online financial management company. From April 2015 to January 2019, Ms. Gale helped build and grow Globality, an AI-driven SaaS platform and marketplace, as its Marketing General Manager and interim Chief Marketing Officer. Ms. Gale advised a variety of B2B and B2C firms from 2011 to 2015, including Accompany, Esri, fitmob, Headnote, Hint, Michael Mina, N3twork, PubNub, RocketFuel, RouteHappy, Surf Air, UpLift, Vurb, and WePay. She served as the Vice President of Marketing at Virgin America, a U.S. airline company, from November 2007 to October 2011. Ms. Gale received a Master of Arts in Documentary Filmmaking from Stanford University and a Bachelor of Science in Business Administration from Boston University. We believe Ms. Gale is qualified to serve as a member of our Board of Directors because of her established experience as an executive, advisor, and company builder.

  7. Porter Gale

    | Reddit, Inc. | 5 | 2025 Proxy Statement |

  8. David Habiger

    David Habiger David Habiger has served on our Board of Directors since November 2022 and as Chairperson of our Board of Directors since November 2023. Mr. Habiger is the President and Chief Executive Officer of J.D. Power, a market research and data analytics company. Prior to joining J.D. Power as its CEO in March 2018, he founded and was partner of Silicon Media Partners beginning in January 2016, served as a senior advisor at Silver Lake Partners, a private equity firm, from October 2013 to October 2020, and was a venture partner at Pritzker Group, a venture capital firm, from January 2013 to October 2019. Mr. Habiger served as Chief Executive Officer of Textura Corporation through its sale to Oracle in June of 2016 and served as the Chief Executive Officer of NDS through its sale to Cisco in July 2012. Mr. Habiger is a director on the Chicago Federal Reserve Board where he serves on the Governance, Human Resources and SABOR (Systems Activities, Bank Operations and Risk) Committees. He is also a director of several public and private boards, including Boston Scientific Corporation, a medical device company, EnerSys, a global industrial battery manufacturing company, and Xperi Inc., a consumer and entertainment licensing company, and a member of the board of trustees at Rush University Medical Center. Mr. Habiger received a Master of Business Administration from The University of Chicago and a Bachelor of Business Administration from St. Norbert College. We believe Mr. Habiger is qualified to serve as a member of our Board of Directors because of his extensive experience as an executive leader of, advisor to, and investor in technology companies, and as a board member of public companies across numerous industries, as well as his deep understanding of business, operational, and financial matters.

  9. Steven O. Newhouse

    Steven O. Newhouse Steven O. Newhouse has served on our Board of Directors since March 2024. Mr. Newhouse is co-president of Advance Publications, Inc., a private, family-held business that owns and invests in a broad range of companies across media, entertainment, communications, technology, education, and other sectors. Mr. Newhouse served on the board of directors of Warner Bros. Discovery, Inc. a publicly traded global media and entertainment company, from April 2022 to March 2024. He served as an observer on the boards of directors of Discovery, Inc. from 2008 to 2022 and Reddit from 2011 to 2024. Mr. Newhouse also serves on the board of trustees of New York-Presbyterian Hospital. Mr. Newhouse received a Bachelor of Arts in American Studies from Yale University. We believe Mr. Newhouse is qualified to serve as a member of our Board of Directors because of his great depth of knowledge and experience regarding the media and entertainment business.

  10. Steven O. Newhouse

    | Reddit, Inc. | 6 | 2025 Proxy Statement |

  11. Robert A. Sauerberg

    Robert A. Sauerberg Robert A. Sauerberg has served on our Board of Directors since April 2012 and as Vice Chairperson of our Board of Directors since November 2023. Mr. Sauerberg served as a President and Chief Executive Officer at Condé Nast, a premier media company, from January 2016 to May 2019, as President from January 2011 to December 2015, and as Group President, Consumer Marketing from January 2005 to December 2010. From January 2000 to December 2005, Mr. Sauerberg served as Chief Operating Officer at Fairchild Publications, a media publishing company. Mr. Sauerberg received a Master of Business Administration from Mercer University and a Bachelor of Science in Finance from University of Arkansas at Fayetteville. We believe Mr. Sauerberg is qualified to serve as a member of our Board of Directors because of his extensive leadership and executive experience.

  12. Michael Seibel

    Michael Seibel Michael Seibel has served on our Board of Directors since July 2020. Mr. Seibel has served as a Group Partner at Y Combinator since October 2014, and has also served as the Managing Director of YC Early Stage since October 2016. From February 2012 to August 2012, Mr. Seibel served as Chief Executive Officer of Socialcam, Inc., a social media company, and from June 2007 to October 2011, he served as Chief Executive Officer of Justin.tv (now known as Twitch.tv), an online video broadcasting company. Mr. Seibel has served on the board of directors of Dropbox, Inc., a file hosting service, since November 2020. Mr. Seibel received a Bachelor of Arts in Political Science from Yale University. We believe Mr. Seibel is qualified to serve as a member of our Board of Directors because of his extensive leadership experience and deep knowledge of technology companies and his experience in investing in and advising technology companies.

  13. Michael Seibel

    | Reddit, Inc. | 7 | 2025 Proxy Statement |

  14. Director Independence

    Director Independence Our Class A common stock is listed on the NYSE. Under the listing rules of the NYSE and our Corporate Governance Guidelines, the board of directors of a listed company must consist of a majority of independent directors at all times. This means, generally, that they will not have any connections to the listed company that could affect their ability to provide impartial oversight. A director will be deemed “independent” only if the board of directors of a listed company affirmatively determines that the director has no material relationship with us that affects the director’s independence from management (either directly or as a partner, stockholder or officer of an organization that has a relationship with the listed company) or that would interfere with the director exercising independent judgment in carrying out the director’s responsibilities. In addition, under the rules of NYSE, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of the listed company’s employees and that neither the director nor any of their family members has engaged in various types of business dealings with the listed company. Additionally, under the listing rules of the NYSE, a listed company’s audit committee, compensation committee, and nominating and corporate governance committee must consist only of independent directors. However, Mr. Huffman is entitled to vote shares representing a majority of our outstanding voting power, and we are eligible to be “controlled company” under NYSE’s corporate governance rules. Therefore, we are not required to have a majority of our Board of Directors be independent, nor are we required to have a compensation committee or an independent nominating function. We have nevertheless opted to have a majority of our Board of Directors be independent and to have a Compensation Committee and a Nominating and Corporate Governance Committee comprised of independent directors, as more fully described below. On an annual basis, the Nominating and Corporate Governance Committee reviews the independence of directors, and provides a recommendation to the Board of Directors regarding such independence. The Nominating and Corporate Governance Committee follows a similar process for all director nominees prior to their nomination to the Board of Directors. Based on the review and recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has determined Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg, and Michael Seibel, representing seven of our eight director nominees, are independent for purposes of their service on the Board of Directors and the committees on which they serve, as set forth under the applicable rules, regulations, and listing standards of the NYSE and the applicable rules and regulations promulgated by the SEC. There are no family relationships among our directors and executive officers.

  15. Leadership Structure of the Board

    Leadership Structure of the Board Our Amended and Restated Bylaws (the “Bylaws”) and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of the Chairperson of the Board of Directors and Chief Executive Officer and to implement a Lead Director when the Chairperson of the Board of Directors is a member of our management or does not otherwise qualify as independent, in accordance with its determination regarding which structure would be in our best interests. In accordance with the Governance Agreement, dated March 19, 2024 (the “Governance Agreement”), by and among us, Advance Magazine Publishers Inc. (“Advance”), and Mr. Huffman, and our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), no director can be selected as Chairperson of the Board of Directors without the prior written approval of each of Advance and, for so long as he remains our Chief Executive Officer, Mr. Huffman. Our Board of Directors believes it is important to have flexibility in selecting the Chairperson of the Board of Directors, subject to the aforementioned approvals, and our board leadership structure. Any changes to the leadership structure of our Board of Directors, if made, will be promptly disclosed in the “Investor Relations” section of our website and will be reflected in our proxy materials for the next annual meeting of stockholders. In making leadership structure determinations, the Board of Directors considers many factors, including

  16. Leadership Structure of the Board

    | Reddit, Inc. | 8 | 2025 Proxy Statement |

  17. Leadership Structure of the Board

    the specific needs of the business and what is in the best interests of our stockholders. Our Board of Directors, in its sole discretion, may seek input from our stockholders on the leadership structure of the Board of Directors. Currently, the positions of Chairperson and Chief Executive Officer are held by different individuals. David Habiger, an independent director, is the Chairperson of our Board of Directors. Mr. Habiger has served as a member of our Board of Directors since November 2022 and as Chairperson since November 2023. Our Board of Directors believes that Mr. Habiger’s extensive experience as an executive leader of, advisor to, and investor in technology companies, and as a board member of public companies across numerous industries, as well as his deep understanding of business, operational, and financial matters, make him well qualified to serve as Chairperson of our Board of Directors. Robert A. Sauerberg, an independent director, is the Vice Chairperson of our Board of Directors. Mr. Sauerberg has served as a member of our Board of Directors since April 2012 and as Vice Chairperson since November 2023. We believe Mr. Sauerberg is qualified to serve as Vice Chairperson of our Board of Directors because of his extensive leadership and executive experience. Our Corporate Governance Guidelines provide that, when the Chairperson of the Board of Directors is a member of management or does not otherwise qualify as independent, the independent directors may elect a “Lead Director.” The responsibilities of the Lead Director include, but are not limited to: presiding over all meetings of the Board of Directors at which the Chairperson is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chairperson. At such times as the Chairperson is an independent director, the Chairperson will serve as lead director. Mr. Habiger is an independent director, and accordingly, the independent directors of our Board of Directors have not designated a Lead Director.

  18. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Our Compensation and Talent Committee, after considering the information, analysis and recommendation provided by our independent compensation consultant, Pearl Meyer & Partners LLC (“Pearl Meyer”), including data regarding compensation paid to non-employee directors by companies in our compensation peer group (as described in the section titled “Compensation Discussion and Analysis—Our Compensation-Setting Process—Use of Comparative Market Data”), evaluates the appropriate level and form of compensation for non-employee members of our Board of Directors and recommends changes to our Board of Directors when appropriate. We do not pay management directors for service on our Board of Directors. In February 2022, we adopted the Non-Employee Director Compensation Program, which was most recently amended and restated in August 2024 (the “Director Compensation Program”), and pursuant to which our non-employee directors are eligible to receive cash compensation and equity awards for service on our Board of Directors. Annual Retainers. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows: •Each non-employee director receives an annual cash retainer in the amount of $60,000. •The non-employee Chairperson of our Board of Directors receives additional cash compensation in the amount of $100,000 per year for service as the Chairperson of our Board of Directors. •The non-employee Vice Chairperson of our Board of Directors receives additional cash compensation in the amount of $50,000 per year for service as the Vice Chairperson of our Board of Directors. •The chair of the Audit Committee receives additional cash compensation in the amount of $25,000 per year for service on the Audit Committee. •Each member of the Audit Committee other than the chair receives additional cash compensation in the amount of $12,500 per year for service on the Audit Committee. •The chair of the Compensation and Talent Committee receives additional cash compensation in the amount of $20,000 per year for service on the Compensation and Talent Committee. •Each member of the Compensation and Talent Committee other than the chair receives additional cash compensation in the amount of $10,000 per year for service on the Compensation and Talent Committee. •The chair of the Nominating and Corporate Governance Committee receives additional cash compensation in the amount of $15,000 per year for service on the Nominating and Corporate Governance Committee. •Each member of the Nominating and Corporate Governance Committee other than the chair receives additional cash compensation in the amount of $7,500 per year for service on the Nominating and Corporate Governance Committee. All annual cash retainers are paid quarterly in arrears promptly following the end of the applicable quarter, and will be prorated based on months of service for any non-employee directors appointed or elected to the Board of Directors or one of its committees between the annual meeting of stockholders. Election to Receive RSUs in Lieu of Annual Retainers. Each non-employee director may elect to receive all or a portion of their annual cash retainers in the form of restricted stock units (“RSUs”) under our 2024 Incentive Award Plan (the “2024 Plan”). Elections to convert annual cash retainers into RSUs must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainers are earned, or such earlier deadline as established by our Board of Directors or Compensation and Talent Committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments earned in the same calendar year into RSUs, provided that the election is made on or prior to the date the individual becomes a non-employee director. RSUs granted in lieu of the annual cash retainers will be fully vested on

  19. Non-Employee Director Compensation Arrangements

    | Reddit, Inc. | 17 | 2025 Proxy Statement |

  20. Non-Employee Director Compensation Arrangements

    the grant date, and the number of RSUs will be determined by dividing the amount of the cash retainers that would otherwise be paid by the average closing trading price of our Class A common stock over the 60 trading days preceding the grant date. Annual RSU Grant. Each non-employee director who is serving immediately before and continues to serve immediately after each annual meeting of stockholders will automatically be granted, on the date of the annual meeting of stockholders, an award of a number of RSUs calculated by dividing (a) $250,000 (prorated based on months of service for any non-employee directors appointed or elected to the Board of Directors between the annual meeting of stockholders) by (b) the average closing trading price of a share of our Class A common stock over the 60 trading days preceding the grant date. Each annual award will fully vest on the earlier of (i) the first anniversary of the grant date, and (ii) immediately before our annual stockholder’s meeting following the grant date, subject to continued service with us through the applicable vesting date. In addition, the Director Compensation Program provides that non-employee directors may elect to defer the issuance of shares underlying vested RSUs granted to them in lieu of their annual retainers or as part of their annual RSU grant, provided that the election is made (i) on or prior to the date that the individual becomes a non-employee director or (ii) no later than December 31 of the year prior to the year in which the RSUs are earned, or such earlier deadline as may be established by the Board of Directors or the Compensation and Talent Committee. Each award of RSUs, along with any other equity-based awards held by any non-employee director that is subject to vesting, will fully vest upon a change in control of us.

  21. 2024 Director Compensation

    2024 Director Compensation The following table provides information for 2024 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2024, other than Mr. Huffman, our Chief Executive Officer. Mr. Huffman is not included in the table below as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Huffman as an employee is set forth in the section titled “Executive Compensation” below.

  22. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Sarah Farrell | 30,007 | 295,578 | 325,585 | | Patricia Fili-Krushel | 60,000 | 295,578 | 355,578 | | Porter Gale | 52,500 | 295,578 | 348,078 | | David Habiger | 138,750 | 295,578 | 434,328 | | Steven O. Newhouse | 56,250 | 295,578 | 351,828 | | Paula A. Price(4) | — | — | — | | Robert A. Sauerberg | 94,979 | 295,578 | 390,557 | | Michael Seibel | 52,271 | 295,578 | 347,849 |

  23. 2024 Director Compensation

    1Unless a director elected to receive payment in RSUs in lieu of cash pursuant to the Director Compensation Program, the amount shown reflects the annual cash retainer for such director’s service as a member of our Board of Directors and, if applicable, chair of our Audit Committee, Compensation and Talent Committee, or Nominating and Corporate Governance Committee, membership on our Audit Committee, Compensation and Talent Committee, or Nominating and Corporate Governance Committee, or as Chairman or Vice Chairman of our Board of Directors, in each case prorated as applicable based on term of service.

  24. 2024 Director Compensation

    | Reddit, Inc. | 18 | 2025 Proxy Statement |

  25. 2024 Director Compensation

    2The amounts reported in this column represent the aggregate grant date fair value of RSUs for Class A common stock granted to directors in 2024, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“ASC 718”). These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 14 to our consolidated financial statements included in our Annual Report. 3The following table sets forth information on (a) the aggregate number of shares of our Class A common stock underlying outstanding option awards (exercisable and unexercisable) held by our non-employee directors as of December 31, 2024 and (b) the aggregate number of RSUs held by our non-employee directors as of December 31, 2024:

  26. 2024 Director Compensation

    | | Stock Awards | | Option Awards | | | Name | Number of Shares Underlying RSUs Granted in the Year Ended December 31, 2024 (#) | Number of Shares Underlying Unvested RSUs Held as of December 31, 2024 (#)(5) | Number of Shares Underlying Stock Options Granted in the Year Ended December 31, 2024 (#) | Number of Shares Underlying Unexercised Stock Options (Exerciseable and Unexercisable) Held as of December 31, 2024 (#) | | Sarah Farrell | 5,128 | 5,128 | — | — | | Patricia Fili-Krushel | 5,128 | 10,031(6) | — | — | | Porter Gale | 5,128 | 5,128 | — | — | | David Habiger | 5,128 | 5,128 | — | — | | Steven O. Newhouse | 5,128 | 5,128 | — | — | | Robert A. Sauerberg | 5,128 | 5,128 | — | — | | Michael Seibel | 5,128 | 5,128 | — | 70,000 |

  27. 2024 Director Compensation

    4Ms. Price stepped down from our Board of Directors in February 2024. 5Consists of RSU awards for 5,128 shares of Class A common stock, granted on May 30, 2024, all of which remain outstanding and subject to the award as of December 31, 2024, that will fully vest on the sooner of May 30, 2025 or the date of Reddit’s 2025 Annual Meeting of Stockholders. All RSU awards are subject to such non-employee director’s continued service through such date. 6Includes RSU awards for 9,806 shares of Class A common stock, granted on February 9, 2023, 4,903 of which remained outstanding and subject to the award as of December 31, 2024, and which fully vested on February 9, 2025. All RSU awards are subject to such non-employee director’s continued service through such date.

  28. 2024 Director Compensation

    | Reddit, Inc. | 19 | 2025 Proxy Statement |

  29. 2024 Director Compensation

    Proposal No. 1: Election of Directors Our Board of Directors currently consists of eight directors. Pursuant to the terms of our Certificate of Incorporation, all directors will be elected for annual terms following the expiration of their current terms.

  30. Nominees for Director

    Nominees for Director At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of Steven Huffman, Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg, and Michael Seibel be elected at the Annual Meeting with each to serve for a one-year term expiring at our 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Upon the termination of the Governance Agreement, the term of each Advance Designee that is then serving as a director on our Board of Directors will expire and terminate, unless otherwise determined by our Board of Directors. Subject to certain limitations, Advance will have the exclusive right to replace the Advance Designees and fill any vacancies created by reason of death, removal, or resignation of the Advance Designees. Each of the director nominees is a current director of our Board of Directors. For more information concerning the nominees, see the section titled “Board of Directors and Corporate Governance—Nominees for Director.” If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than eight directors. Stockholders may not cumulate votes for the election of directors.

  31. Jennifer Wong

    Jennifer Wong Jennifer Wong has served as our Chief Operating Officer since April 2018. Prior to joining Reddit, Ms. Wong was the Chief Operating Officer and President of Digital at Time Inc., a mass media company, from January 2016 to February 2018. Ms. Wong also served as Chief Business Officer at POPSUGAR Inc., a media and technology company, from September 2011 to December 2015. She has served on the boards of directors of IMAX Corporation, a technology and entertainment company, since March 2023, Discover Financial Services, a banking and financial services company, since July 2019, and Marfeel Solutions, S.L., an advertising and marketing technology platform, since January 2016. She also worked as an Associate Partner at McKinsey & Company, a management consulting firm. Ms. Wong received a Master of Business Administration from Harvard Business School, a Master of Science in Engineering Economic Systems & Operations from Stanford University and a Bachelor of Science in Applied Mathematics from Yale University.

  32. Jennifer Wong

    | Reddit, Inc. | 26 | 2025 Proxy Statement |

  33. Andrew Vollero

    Andrew Vollero Andrew Vollero has served as our Chief Financial Officer since March 2021. Prior to joining Reddit, he served as Chief Financial Officer at Allied Universal, a provider of security, technological and professional services, from October 2018 to March 2021. From August 2015 to May 2018, Mr. Vollero served as the first Chief Financial Officer of Snap Inc., a camera and social media company. From September 2000 to August 2015, Mr. Vollero was employed at Mattel, Inc., a toy manufacturer, where he served as the Senior Vice President, Corporate Strategy, Development & Investor Relations from September 2005 to August 2015 and Division Chief Financial Officer, Senior Vice President, Finance and Strategy from September 2000 to September 2005. Mr. Vollero worked for PepsiCo and Yum Brands in various financial and operational roles from 1991 to 2000. Mr. Vollero received a Master of Science in Management from Oxford University and a Bachelor of Arts in Mathematics and Economics from Yale University.

  34. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the Compensation and Talent Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The Compensation and Talent Committee has retained the services of Pearl Meyer as its independent compensation consultant. Pearl Meyer supports the Compensation and Talent Committee by providing guidance regarding the amount and types of compensation that we provide to our Named Executive Officers, how our compensation practices compare to the compensation practices of our compensation peer group (or other similarly situated technology companies), and other compensation-related matters. Pearl Meyer reports directly to the Compensation and Talent Committee, although Pearl Meyer may meet with members of management for the purposes of gathering information on proposals that management may make to the Compensation and Talent Committee.

  35. Role of Compensation Consultant

    | Reddit, Inc. | 30 | 2025 Proxy Statement |

  36. Role of Compensation Consultant

    The Compensation and Talent Committee has the sole authority to engage and terminate Pearl Meyer’s services, as well as to approve its compensation. Pearl Meyer makes recommendations to the Compensation and Talent Committee, but has no authority to make compensation decisions on behalf of the Compensation and Talent Committee or us. During 2024, Pearl Meyer reported to the Compensation and Talent Committee and had direct access to the chairperson and the other members of the Compensation and Talent Committee. Beyond data and advice related to director and executive compensation matters and employee equity plan design, Pearl Meyer did not provide other services to us in 2024. The Compensation and Talent Committee conducted a specific review of its relationship with Pearl Meyer in 2024 and determined that Pearl Meyer’s work for the Compensation and Talent Committee did not raise any conflicts of interest. Pearl Meyer work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and NYSE.

  37. Use of Comparative Market Data

    Use of Comparative Market Data When considering executive compensation decisions, the Compensation and Talent Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies, especially to understand the demand and competitiveness for attracting and retaining an individual with each Named Executive Officer’s specific expertise and experience. The Compensation and Talent Committee assessed the competitiveness of each element of the Named Executive Officers’ total direct compensation, against the compensation peer group, as discussed below. This is one factor that the Compensation and Talent Committee and Board of Directors considers when it sets pay levels for the Named Executive Officers. In developing this compensation peer group, the Compensation and Talent Committee engaged Pearl Meyer to assist in its review and considered several factors, including, but not limited to: •Actual experience in the talent market (e.g., companies from which we source and potentially lose executive talent); •Scale and complexity (primarily revenue and market capitalization); and •Business fit (e.g., comparably sized high-growth technology companies). Based on these factors and the recommendation of Pearl Meyer, the Compensation and Talent Committee selected the following peer group for 2024, which peer group remained unchanged from 2023 except that each of Qualtrics International Inc. and Splunk Inc. was removed from the peer group because they were acquired. The compensation peer group is reviewed and approved by the Compensation and Talent Committee annually:

  38. Use of Comparative Market Data

    | AppLovin | Match | Sprout Social | | Bumble | Nextdoor | Squarespace | | Dropbox | Nutanix | Twilio | | ElasticSearch | Pinterest | Unity Software | | Etsy | Roblox | Zillow | | IAC | Roku | ZoomInfo Technologies | | Lyft | Snap | |

  39. Use of Comparative Market Data

    While we do not establish compensation levels solely based on a review of competitive data and do not directly tie any pay elements to particular benchmarks within our peer group, we believe market data (including executive and director pay levels, program structure, equity awards, and other benefits structures) is a meaningful input to our compensation policies and practices to attract and retain qualified executive officers.

  40. Use of Comparative Market Data

    | Reddit, Inc. | 31 | 2025 Proxy Statement |

  41. Annual Cash Performance Bonuses

    Annual Cash Performance Bonuses Historically, we have provided our executive officers with short-term, performance-based annual incentives through our annual performance-based cash bonus program. We believe that annual incentives: •align the focused, short-term interests of us, our executives and our investors; •drive us to achieve and exceed financial, strategic and other corporate goals; •attract and retain the top talent in the industry; and •recognize and reward individuals for contributing to success.

  42. 2024 Cash Performance Bonus Incentive Opportunity

    2024 Cash Performance Bonus Incentive Opportunity Our Compensation and Talent Committee and Board of Directors may adjust the target bonus opportunities of our Named Executive Officers from time to time in their discretion. In February 2024, the Compensation and Talent Committee reviewed the bonus incentive opportunity for 2024 of our Named Executive Officers, after considering a competitive market analysis prepared by Pearl Meyer. Based on such consideration, the Compensation and Talent Committee kept the target annual bonus opportunity for 2024 unchanged for each of the Named Executive Officers with the exception of Ms. Wong, whose target annual bonus opportunity was increased from 60% in 2023 to 75% in 2024 to align with market benchmarks. We believe the allocation of cash compensation between base salary and target annual bonus opportunity for each Named Executive Officer provides the right mix of stable and variable pay in light of each Named Executive Officer’s role and their ability to affect our short-term corporate metrics. The compensation of Mr. Huffman, as our Chief Executive Officer, is weighted more heavily towards annual target bonus (which comprises more than half of his total target cash compensation) because he has a higher ability to influence corporate strategy. Ms. Wong’s target bonus percentage was similarly increased in 2024 to align with market benchmarks, and to recognize her ability as Chief Operating Officer to influence corporate performance. The following table sets forth the 2023 and 2024 target annual bonus opportunities for each of our Named Executive Officers.

  43. 2024 Cash Performance Bonus Incentive Opportunity

    | Named Executive Officer | 2023 Target Annual Bonus as Percentage of Salary (%) | 2024 Target Annual Bonus as Percentage of Salary (%) | 2024 Target Annual Bonus Opportunity ($) | | Steven Huffman | 125 | 125 | 687,500 | | Jennifer Wong | 60 | 75 | 487,500 | | Andrew Vollero | 60 | 60 | 388,620 | | Christopher Slowe, Ph.D. | 60 | 60 | 300,000 | | Benjamin Lee | 60 | 60 | 258,180 |

  44. 2024 Bonus Plan Pool Funding and Targets

    2024 Bonus Plan Pool Funding and Targets The Compensation and Talent Committee based bonus funding in 2024 on key metrics relating to DAUq, revenue, and Adjusted EBITDA, as set forth below. The same performance metrics were used for our 2023 annual performance-based cash bonus plan. The Compensation and Talent Committee and our Board of Directors selected these metrics because they believe achievement of such metrics will best position us to grow long-term stockholder value, through an increase in our user base, user engagement, revenue, and business performance.

  45. 2024 Bonus Plan Pool Funding and Targets

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  46. 2024 Bonus Plan Pool Funding and Targets

    | Metric | Weight (%) | 2024 Threshold (50% Payout) (in millions) ($) | 2024 Target (100% Payout) (in millions) ($) | 2024 Maximum (225% Payout) (in millions) ($) | 2024 Results (in millions) ($) | Resulting 2024 Payout (%) | | DAUq(1) | 40 | 78.0 | 87.0 | 96.0 | 101.7 | 225 | | Revenue | 40 | 980.0 | 1,030.0 | 1,080.0 | 1,300.2 | 225 | | Adjusted EBITDA(2) | 20 | — | 15.0 | 35.0 | 298.0 | 225 | | Total | | | | | | 225 |

  47. 2024 Bonus Plan Pool Funding and Targets

    1We define a DAUq as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a 24-hour period. For additional information related to how we calculate DAUq, see page 53 of our Annual Report on Form 10-K for the year ended December 31, 2024. 2We define Adjusted EBITDA as net income (loss) excluding interest (income) expense, net, income tax expense (benefit), depreciation and amortization, stock-based compensation expense and related taxes, other (income) expense, net, and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. Key metric performance resulted in overall corporate bonus funding of 225% for 2024. In February 2025, our Compensation and Talent Committee approved the following bonus payouts based on corporate performance to each Named Executive Officer for 2024:

  48. 2024 Bonus Plan Pool Funding and Targets

    | Name | 2024 Target Bonus Opportunity ($) | Percent of Target Bonus (%) | 2024 Bonus Payout ($) | | Steven Huffman | 687,500 | 225 | 1,546,875 | | Jennifer Wong | 487,500 | 225 | 1,096,875 | | Andrew Vollero | 388,620 | 225 | 874,395 | | Christopher Slowe, Ph.D. | 300,000 | 225 | 675,000 | | Benjamin Lee | 258,180 | 225 | 580,905 |

  49. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

    Equity Compensation: Stock Option and RSU Awards to Named Executive Officers A significant portion of executive pay is delivered as long-term incentives (equity awards), which are designed to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term company performance, and encourage ownership in Reddit’s stock. We have granted stock options and RSUs to our employees, including our Named Executive Officers, in order to attract and retain them, as well as to align their interests with the interests of our stockholders. The magnitudes of equity awards granted to our Named Executive Officers are based on a review of market data from our peer group, and take into account individual executive performance and existing equity awards, with a goal of providing a competitive market position and incentives for our executives to maintain a focus on long-term growth and company achievements.

  50. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

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  51. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

    In February 2024, we granted annual equity awards to our Named Executive Officers under our long-term incentive program in the form of RSUs for shares of our Class A common stock. We use a mix of performance based cash bonuses and time-based RSUs to reward and retain our Named Executive Officers and align their incentives with those of our stockholders. We did not grant RSUs to each of Mr. Huffman and Ms. Wong in 2024 after taking into account the retentive and incentive value of their existing equity awards. The RSUs granted to our Named Executive Officers in 2024 were as follows:

  52. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

    | Named Executive Officer | Grant Date | Number of RSUs Granted (#) (1) | Grant Date Fair Value of RSUs ($)(2) | | Steven Huffman | — | — | — | | Jennifer Wong | — | — | — | | Andrew Vollero | 2/7/2024 | 71,430 | 2,253,617 | | | 9/3/2024(3) | 179,092 | 10,303,163 | | | 9/3/2024(3) | 89,546 | 5,151,581 | | Christopher Slowe, Ph.D. | 2/7/2024 | 94,290 | 2,974,850 | | Benjamin Lee | 2/7/2024 | 51,430 | 1,622,617 |

  53. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

    1Unless otherwise noted, the RSUs vest in equal quarterly installments over one year, commencing on February 20, 2024, subject to the recipient’s continued service with us on each vesting date. 2The amount reported in this column represents the grant date fair value of the award as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award reported in this column are set forth in Note 14 to the audited consolidated financial statements included in our Annual Report. Note that the amounts reported in this column reflect the accounting cost for the applicable award, and do not correspond to the actual economic value that may be received by our Named Executive Officer from such award. 3In September 2024, our Compensation and Talent Committee granted Mr. Vollero (i) 179,092 RSUs which will vest in equal quarterly installments over three years, commencing on November 20, 2024, subject to Mr. Vollero’s continued service with us on each vesting date, and (ii) 89,546 RSUs which will vest on November 20, 2026, subject to Mr. Vollero’s continued service with us on that date.

  54. Executive Employment Agreements

    Executive Employment Agreements Each of our Named Executive Officers has entered into a written, at-will offer letter agreement with us, which provide for at-will employment and set forth the executive’s base salary, target variable compensation, and eligibility for employee benefits.

  55. Post-Employment Compensation

    Post-Employment Compensation We have also entered into a change in control and severance agreement with Mr. Huffman, Ms. Wong, and Mr. Vollero (each, a “Severance Agreement” and together, the “Severance Agreements”). Each of Dr. Slowe and Mr. Lee has entered into a letter agreement pursuant to which he is a beneficiary of our Executive Change in Control and Severance Plan (“COC Plan”). The Severance Agreements and COC Plan, as applicable, provide for payments and benefits to the applicable Named Executive Officer upon certain qualifying terminations, including in connection with a change of control. For more information, see the section titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2024.”

  56. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Executive Compensation. The Compensation and Talent Committee generally takes into consideration the tax implications to us of our Named Executive Officer compensation program, including with respect to the tax deductibility of compensation paid under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). While our Compensation and Talent Committee may consider the deductibility of equity awards, cash, and other compensation as one factor in determining executive compensation, the Compensation and Talent Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. Taxation of Parachute Payments. We do not provide, and have no obligation to provide, any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe because of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits payable to a Named Executive Officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the Named Executive Officer. Accounting Treatment. The Compensation and Talent Committee considers accounting implications when designing compensation plans and arrangements for our Named Executive Officers and other employees, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards. Chief among these is ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our Named Executive Officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  57. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive Officers for all services rendered in all capacities during the years ended December 31, 2022, 2023 and 2024. Dr. Slowe and Mr. Lee were not Named Executive Officers in 2022 or 2023, so summary compensation information is only provided for 2024.

  58. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steven L. Huffman Chief Executive Officer and President | 2024 | 531,154 | — | — | — | 1,546,875 | 535,840(4) | 2,613,869 | | | 2023 | 341,346 | — | 98,332,716(5) | 93,776,049(5) | 792,000 | 7,375 | 193,249,486 | | | 2022 | 200,000 | 125,000 | — | — | — | 7,375 | 332,375 | | Jennifer Wong Chief Operating Officer | 2024 | 640,577 | — | — | — | 1,096,875 | 37,544(6) | 1,774,996 | | | 2023 | 583,820 | — | 45,696,176(5) | 45,736,084(5) | 506,880 | 7,375 | 92,530,335 | | | 2022 | 562,772 | 168,832 | 29,946,596 | — | — | 7,375 | 30,685,575 | | Andrew Vollero Chief Financial Officer | 2024 | 643,234 | — | 17,708,361 | — | 874,395 | 9,000 | 19,234,990 | | | 2023 | 613,569 | — | 5,413,034 | — | 527,155 | 9,000 | 6,562,758 | | | 2022 | 600,000 | 180,000 | — | — | — | 9,000 | 789,000 | | Christopher Slowe, Ph.D. Chief Technology Officer | 2024 | 490,577 | — | 2,974,850 | — | 675,000 | 7,375 | 4,147,802 | | Benjamin Lee Chief Legal Officer and Corporate Secretary | 2024 | 427,322 | — | 1,622,617 | — | 580,905 | — | 2,630,844 |

  59. 2024 Summary Compensation Table

    1The amounts in these columns represent (i) the grant date fair value of RSUs, performance restricted stock units (“PRSUs”), and option awards granted to our Named Executive Officers during the applicable year and (ii) the incremental fair value of modifications in the applicable year to PRSU awards held by our Named Executive Officers (as determined based on the fair value of the PRSUs as of the date of modification or cancellation minus the fair value of the original award at the date of modification or cancellation), as computed in accordance with ASC 718. These amounts reflect the accounting cost for these stock awards and stock options and do not represent the actual economic value that may be realized by the Named Executive Officer from the stock award or the stock option. For information on the assumptions used to calculate the grant date fair value of the equity awards, refer to Note 14 to our consolidated financial statements included in our Annual Report. For more information on equity awards granted to our Named Executive Officers, see the “2024 Grants of Plan-Based Awards Table” below. 2Amounts represent cash bonuses paid to our Named Executive Officers under our annual performance-based cash bonus program, described under “Compensation Discussion and Analysis— Elements of Compensation— Annual Cash Performance Bonuses.” 3Unless otherwise specified, amounts represent company matching contributions made under our 401(k) plan. 4The amount reported represents (i) 401(k) plan matching contributions of $7,375 and (ii) $528,465 in costs related to personal security measures for Mr. Huffman in 2024. 5As noted in footnote (1) above, these amounts reflect the accounting cost for these stock awards and stock options and do not represent the actual economic value realized by Mr. Huffman or Ms. Wong from the stock award or the stock option. 6The amount reported represents (i) 401(k) plan matching contributions of $7,375, (ii) $25,362 in costs related to personal security measures for Ms. Wong in 2024 and (iii) $4,807 in costs related to housing expenses for Ms. Wong in 2024 for use of a corporate apartment made available to our senior executive team traveling to our headquarters.

  60. 2024 Summary Compensation Table

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  61. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made to our Named Executive Officers during the year ended December 31, 2024.

  62. 2024 Grants of Plan-Based Awards Table

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Steven L. Huffman | Cash | — | 343,750 | 687,500 | 1,546,875 | — | — | | Jennifer Wong | Cash | — | 243,750 | 487,500 | 1,096,875 | — | — | | Andrew Vollero | Cash | — | 194,310 | 388,620 | 874,395 | — | — | | | RSU | 2/7/2024(3) | — | — | — | 71,430 | 2,253,617 | | | RSU | 9/3/2024(4) | — | — | — | 179,092 | 10,303,163 | | | RSU | 9/3/2024(5) | — | — | — | 89,546 | 5,151,581 | | Christopher Slowe, Ph.D. | Cash | — | 150,000 | 300,000 | 675,000 | — | — | | | RSU | 2/7/2024(3) | — | — | — | 94,290 | 2,974,850 | | Benjamin Lee | Cash | — | 129,090 | 258,180 | 580,905 | — | — | | | RSU | 2/7/2024(3) | — | — | — | 51,430 | 1,622,617 |

  63. 2024 Grants of Plan-Based Awards Table

    1These columns show a range of possible payouts under our annual performance-based cash bonus program for 2024, described under “Compensation Discussion and Analysis— Elements of Compensation — Annual Cash Performance Bonuses.” The amounts shown in the “Threshold” column represent the amounts payable if 50% of target was achieved for our 2024 annual performance-based cash bonus program. The amounts shown in the “Target” column represent the amounts payable if 100% of target was achieved for our 2024 annual performance-based cash bonus program. The amount shown in the “Maximum” column represents the amount payable if 225% of target was achieved for our 2024 annual performance-based cash bonus program. Our Named Executive Officers received the amount listed in the “Maximum” column. 2The amount reported in this column represents the grant date fair value of the award as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award reported in this column are set forth in Note 14 to the audited consolidated financial statements included in our Annual Report. Note that the amounts reported in this column reflect the accounting cost for the applicable award, and do not correspond to the actual economic value that may be received by our Named Executive Officer from such award. 3The RSU award was granted under our 2017 Equity Incentive and Grant Plan (the “2017 Plan”) and time-vested over one year in four ratable quarterly installments on February 20, May 20, August 20 and November 20, subject to the executive’s continued service on each such date. 4The RSU award was granted under our 2024 Incentive Award Plan (the “2024 Plan”) and will time-vest over three years in twelve ratable quarterly installments on November 20, February 20, May 20 and August 20, subject to the executive’s continued service on each such date. 5The RSU award was granted under our 2024 Plan and will time-vest as to the entire award on November 20, 2026, subject to the executive’s continued service on the vesting date.

  64. Outstanding Equity Awards at 2024 Year-End Table

    Outstanding Equity Awards at 2024 Year-End Table The following table provides information on outstanding equity awards held by our Named Executive Officers as of December 31, 2024.

  65. Outstanding Equity Awards at 2024 Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Steven L. Huffman | 7/10/2015(2) | 7/9/2015 | 1,182,945 | — | 1.93 | 7/9/2025 | | | | | 12/25/2023(3) | 12/25/2023 | 295,097 | 1,196,205 | 25.29 | 12/25/2033 | | | | | 12/25/2023(4) | 12/25/2023 | 299,051 | 1,196,204 | 25.29 | 12/25/2033 | | | | | 12/25/2023(4) | 12/25/2023 | 199,367 | 797,470 | 45.00 | 12/25/2033 | | | | | 12/25/2023(4) | 12/25/2023 | 199,367 | 797,470 | 60.00 | 12/25/2033 | | | | | 12/25/2023(4) | 12/25/2023 | 199,367 | 797,470 | 90.00 | 12/25/2033 | | | | | 12/25/2023(5) | 12/25/2023 | | | | | 598,102 | 97,753,791 | | | 12/25/2023(6) | 12/25/2023 | | | | | 598,102 | 97,753,791 | | Jennifer Wong | 6/12/2018(7) | 4/19/2018 | 569,787 | — | 5.35 | 6/11/2028 | | | | | 5/20/2021(7) | 4/19/2021 | 88,984 | — | 20.76 | 5/19/2031 | | | | | 12/25/2023(8) | 12/25/2023 | 288,452 | 1,169,622 | 25.29 | 12/25/2033 | | | | | 12/25/2023(8) | 12/25/2023 | 97,468 | 389,874 | 45.00 | 12/25/2033 | | | | | 12/25/2023(8) | 12/25/2023 | 97,469 | 389,874 | 60.00 | 12/25/2033 | | | | | 12/25/2023(8) | 12/25/2023 | 97,469 | 389,874 | 90.00 | 12/25/2033 | | | | | 3/24/2022(9) | 5/20/2022 | | | | | 323,677 | 52,901,769 | | | 12/25/2023(10) | 12/25/2023 | | | | | 584,811 | 95,581,510 | | Andrew Vollero | 5/20/2021(11) | 5/20/2021 | | | | | 83,333 | 13,619,946 | | | 2/8/2023(12) | 2/20/2023 | | | | | 54,125 | 8,846,190 | | | 11/1/2023(13) | 11/20/2023 | | | | | 42,857 | 7,004,548 | | | 2/7/2024(14) | 2/20/2024 | | | | | 17,857 | 2,918,548 | | | 9/3/2024(15) | 11/20/2024 | | | | | 89,546 | 14,635,398 | | | 9/3/2024(16) | 11/20/2024 | | | | | 179,092 | 29,270,796 |

  66. Outstanding Equity Awards at 2024 Year-End Table

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  67. Outstanding Equity Awards at 2024 Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Christopher Slowe, Ph.D. | 2/25/2016(17) | 1/4/2016 | 230,464 | — | 1.93 | 2/24/2026 | | | | | 5/28/2019(13) | 1/4/2019 | 106,579 | — | 7.92 | 5/27/2029 | | | | | 2/10/2020(13) | 1/4/2020 | 106,579 | — | 7.92 | 2/9/2030 | | | | | 5/20/2021(13) | 1/4/2021 | 32,684 | — | 20.76 | 5/19/2031 | | | | | 12/13/2021(18) | 11/20/2022 | | | | | 14,058 | 2,297,640 | | | 2/8/2023(8) | 2/20/2023 | | | | | 76,677 | 12,532,089 | | | 11/1/2023(9) | 11/20/2023 | | | | | 35,714 | 5,837,096 | | | 2/7/2024(10) | 2/20/2024 | | | | | 23,572 | 3,852,608 | | Benjamin Lee | 10/15/2019(13) | 9/18/2019 | 324,500 | — | 7.92 | 10/14/2029 | | | | | 12/13/2021(19) | 8/20/2023 | | | | | 10,767 | 1,759,758 | | | 2/8/2023(8) | 2/20/2023 | | | | | 42,849 | 7,003,241 | | | 11/1/2023(9) | 11/20/2023 | | | | | 21,428 | 3,502,192 | | | 2/7/2024(10) | 2/20/2024 | | | | | 12,857 | 2,101,348 |

  68. Outstanding Equity Awards at 2024 Year-End Table

    1Represents the market value of the shares underlying the stock awards not yet vested as of December 31, 2024, based on the closing price of our Class A common stock on the NYSE of $163.44 on December 31, 2024. 2This stock option award was granted under our 2012 Plan and is exercisable for shares of our Class B common stock. It was fully vested as of December 31, 2024. 3This stock option award was granted under our 2017 Plan, is exercisable for shares of our Class B common stock, and vests ratably as to 1/20th of the total award on each quarterly anniversary of the grant date over a period of 5 years, subject to the executive’s continued service on each such date. 4This stock option award was granted under our 2017 Plan, is exercisable for shares of our Class A common stock, and vests ratably as to 1/20th of the total award on each quarterly anniversary of the grant date over a period of 5 years, subject to the executive’s continued service on each such date. 5This RSU was granted under our 2017 Plan for shares of our Class B common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. Half the award satisfied the service-based vesting on the grant date and the remainder vests ratably as to 1/20th of the total award quarterly on February 20, May 20, August 20, and November 20 over a period of 5 years, subject to the executive’s continued service on each such date. 6This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. Half the award satisfied the service-based vesting on the grant date and the remainder vests ratably as to 1/20th of the total award quarterly on February 20, May 20, August 20, and November 20 over a period of 5 years, subject to the executive’s continued service on each such date.

  69. Outstanding Equity Awards at 2024 Year-End Table

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  70. Outstanding Equity Awards at 2024 Year-End Table

    7This stock option award was granted under our 2017 Plan, is exercisable for shares of our Class A common stock and was fully vested as of December 31, 2024. 8This stock option award was granted under our 2017 Plan for shares of our Class A common stock, and vests ratably as to 1/20 of the total award on each quarterly anniversary of the grant date over a period of 5 years, subject to the executive’s continued service on each such date. 9This RSU was granted under our 2017 Plan for shares of our Class A common stock, and vests ratably as to 1/20 of the total award on each quarterly anniversary of the vest commencement date over a period of 5 years, subject to the executive’s continued service on each such date. 10This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. Half the award satisfied the service-based vesting on the grant date and the remainder vests ratably as to 1/20 of the total award quarterly on February 20, May 20, August 20, and November 20 over a period of 5 years, subject to the executive’s continued service on each such date. 11This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. 13/48th of the award satisfied the service-based vesting on the one-year anniversary of the grant date and the remainder vests ratably as to 1/16th of the total award on each quarterly anniversary of the grant date thereafter, subject to the executive’s continued service on each such date. 12This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. The award satisfies the service-based vesting ratably as to 1/12th of the total award on each quarterly anniversary of the vest commencement date over a period of 3 years, subject to the executive’s continued service on each such date. 13This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. The award satisfies the service-based vesting ratably as to 1/8th of the total award on each quarterly anniversary of the vest commencement date over a period of 2 years, subject to the executive’s continued service on each such date. 14This RSU was granted under our 2017 Plan for shares of our Class A common stock, and vests ratably as to 1/4th of the total award on each quarterly anniversary of the vest commencement date over a period of 1 year, subject to the executive’s continued service on each such date. 15This RSU was granted under our 2024 Plan for shares of our Class A common stock. The entire award vests on the second anniversary of the vest commencement date. 16This RSU was granted under our 2024 Plan for shares of our Class A common stock, and vests ratably as to 1/12th of the total award on each quarterly anniversary of the vest commencement date over a period of 3 years, subject to the executive’s continued service on each such date. 17This stock option award was granted under our 2012 Plan, is exercisable for shares of our Class B common stock and was fully vested as of December 31, 2024. 18This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. The award satisfies the service-based vesting ratably as to 1/9th of the total award on each quarterly anniversary of the vest commencement date over a period of 9 calendar quarters, subject to the executive’s continued service on each such date. 19This RSU was granted under our 2017 Plan for shares of our Class A common stock and vests based on the satisfaction of both a service-based vesting condition and a liquidity event vesting condition. The liquidity event vesting condition was satisfied upon our initial public offering. The award satisfies the service-based vesting ratably as to 1/6th of the total award on each quarterly anniversary of the vest commencement date over a period of 6 calendar quarters, subject to the executive’s continued service on each such date.

  71. Outstanding Equity Awards at 2024 Year-End Table

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  72. 2024 Stock Option Exercises and Stock Vested Table

    2024 Stock Option Exercises and Stock Vested Table The following table presents, for each of our Named Executive Officers, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during the year ended December 31, 2024 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  73. 2024 Stock Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Steven L. Huffman | 989,739 | 95,888,067 | 3,019,201 | 127,830,049 | | Jennifer Wong | 795,620 | 36,203,699 | 1,334,271 | 55,125,767 | | Andrew Vollero | Cash | Cash | 888,870 | 43,676,626 | | Christopher Slowe, Ph.D. | 273,640 | 14,904,576 | 354,292 | 21,361,696 | | Benjamin Lee | Cash | Cash | 173,826 | 11,562,117 |

  74. 2024 Stock Option Exercises and Stock Vested Table

    1These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfer of such shares. 2The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate exercise price and (i) for options exercised prior to the close of our initial public offering, the aggregate fair market value on the date of exercise and (ii) for options exercised on or after the close of our initial public offering, the aggregate closing price of a share of our Class A common stock on the NYSE on the date of exercise. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2024. 3The aggregate value realized upon the vesting and settlement of an RSU is based on (i) the fair market value on the date of vesting for RSUs settled prior to the close of our initial public offering and (ii) the closing price of a share of our Class A common stock on the NYSE on the date of vesting for RSUs settled on or after the close of initial public offering (which, for RSUs vested in connection with our initial public offering, was the initial public offering price), and if the vesting day falls on a weekend or holiday, the trading day immediately prior to the date of vesting.

  75. Potential Payments Upon Termination or Change of Control as of December 31, 2024

    Potential Payments Upon Termination or Change of Control as of December 31, 2024 We have entered into Severance Agreements with Mr. Huffman, Ms. Wong, and Mr. Vollero, which supersede and replace all existing change in control and severance benefits for them. Each of Dr. Slowe and Mr. Lee has entered into a letter agreement pursuant to which he is a beneficiary of our COC Plan. Each Named Executive Officer’s benefits under their Severance Agreement or the COC Plan, as applicable, are described below. Payments and benefits under each Severance Agreement or the COC Plan, as applicable, are contingent on several requirements, including the applicable executive timely providing us with (and not revoking) a general release of claims.

  76. Potential Payments Upon Termination or Change of Control as of December 31, 2024

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  77. Pay Versus Performance

    Pay Versus Performance Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K requires us to provide the following disclosure regarding compensation for our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation for our other non-PEO Named Executive Officers (“non-PEO NEOs”). The amounts shown for “compensation actually paid” have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received by any of our Named Executive Officers. The table includes adjustments as described in the footnotes and also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income, and our company-selected measure, which is revenue. Our initial public offering occurred in March 2024, and we do not present information for years prior to when we became a public reporting company. The information contained in this “—Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein.

  78. Pay Versus Performance

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  79. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Year-end value of $100 invested on 03/21/2024 in: | | Net Income (in millions) ($)(6) | Company-Selected Measure: Revenue (in millions) ($)(7) | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2024 | 2,613,869 | 861,753,126 | 6,947,158 | 155,342,721 | 324.03 | 118.17 | (484) | 1,300 |

  80. Pay Versus Performance

    1Amounts shown are the total compensation as calculated in the Summary Compensation Table for our Chief Executive Officer (Mr. Huffman) and the average for our non-PEO NEOs (Messrs. Vollero, Slowe, and Lee and Ms. Wong). 2Amounts shown reflect “compensation actually paid” for our Chief Executive Officer and the average compensation actually paid for our non-PEO NEOs, calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received. As required, the dollar amounts include (among other items) unvested amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to the Summary Compensation Table to determine compensation actually paid (with fair value measured at year-end rather than at grant) are shown in the table below.

  81. Pay Versus Performance

    | | CEO | Average Non-PEO NEOs | | Year | 12/31/2024 ($) | 12/31/2024 ($) | | Total Compensation from Summary Compensation Table | 2,613,869 | 6,947,158 | | Adjustments for Equity Awards: | | | | Adjustment for grant date values in the Summary Compensation Table | — | (5,576,457) | | Year-end fair value of unvested awards granted in the current year | — | 13,194,675 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 735,588,807 | 113,569,011 | | Fair values at vest date for awards granted and vested in current year | — | 3,427,088 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 123,550,450 | 23,781,247 | | Compensation Actually Paid (as calculated) | 861,753,126 | 155,342,721 |

  82. Pay Versus Performance

    No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions. 3Stock options are valued as of the applicable measurement date using a Black-Scholes model, with assumptions consistent with those used for grant date fair value under ASC 718. 4Total Shareholder Return reflects the cumulative total return of an initial $100 investment in our Class A common stock, measured from March 21, 2024 (the date our Class A common stock began trading on the NYSE). Historic stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal years. 5The peer group used for the purpose of this disclosure in each covered year is the Dow Jones Internet Composite Index (DJINET) which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. This column assumes $100.00 was invested in this peer group on March 21, 2024 (same period as used for footnote (4) above). 6Reflects the Net Income reported in our audited financial statements for the fiscal year. 7Revenue, in our view, represents the most important financial performance measure used to link compensation actually paid to our CEO and non-PEO NEOs to our performance for 2024 because it was weighted as 40% of our annual cash bonus incentive opportunity funding in 2024, the highest weighted financial measure for such funding.

  83. Pay Versus Performance

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