DEF 14A of AppLovin Corp, Apr 23, 2024

DEF 14A of AppLovin Corp

Filed Apr 23, 2024 · FY20230001751008-24-000028

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | | Mr. Foroughi is one of our co-founders and has served as our Chief Executive Officer and a member of our Board of Directors since December 2011. He was designated as Chairperson of our Board of Directors in March 2021. He previously co-founded two advertising technology companies, Lifestreet Media Inc. and Social Hour Inc. Mr. Foroughi holds a B.A. in Business Administration from the University of California, Berkeley. | | | Qualifications | | | Mr. Foroughi was selected to serve on our Board of Directors because of his deep industry knowledge and the vision and experience he brings as our Chief Executive Officer and co-founder. | | Adam Foroughi | | | Chairperson of the Board and Chief Executive Officer | | | Age: 43 Director Since: 2011 Committees: None | |

  3. Nominees for Director

    | AppLovin Corporation | 10 | 2024 Proxy Statement |

  4. Nominees for Director

    | | Mr. Billings has served as a member of our Board of Directors since December 2020 and as our Lead Independent Director since February 2021. Mr. Billings has served as Chief Executive Officer and a member of the board of directors of Wynn Resorts, Limited (NYSE: WYNN), a developer and operator of hotels and casinos, since February 2022. Prior to February 2022, Mr. Billings served as the Chief Financial Officer and Treasurer of Wynn Resorts from March 2017 to January 2022 and as President from May 2019 to May 2021. He has also served as a Non-Executive Director of Wynn Macau, Limited, a majority owned subsidiary of Wynn Resorts since August 2018. From December 2015 to January 2018, Mr. Billings served as Non-Executive Chairman of NYX Gaming Group Ltd., a developer of digital gaming systems which was acquired by Scientific Games Corporation in January 2018. Mr. Billings has been a Certified Public Accountant since 1999. He holds a B.S. in Business Administration from the University of Nevada, Las Vegas and an M.B.A. from Columbia Business School. Qualifications | | Craig Billings | | | Lead Independent Director | | | Age: 51 Director Since: 2020 Committees: Compensation (Chair); Audit | | | | Mr. Billings was selected to serve on our Board of Directors because of his significant operational experience as a public-company CEO, his deep financial expertise, and his industry knowledge. |

  5. Nominees for Director

    | AppLovin Corporation | 11 | 2024 Proxy Statement |

  6. Nominees for Director

    | | Mr. Chen has served as a member of our Board of Directors since August 2018. Mr. Chen previously served as AppLovin’s President and Chief Financial Officer from November 2019 to December 2023. Prior to joining us, he served as the head of Technology, Media and Telecom at Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, KKR) (NYSE: KKR), an investment firm that manages multiple alternative asset classes, from 2007 to 2019, having previously worked for the firm from 1995 to 1997. He also currently serves on the board of directors of GoDaddy, Inc. (NYSE: GDDY), an online solutions provider, and Internet Brands Inc., an integrated digital media and software services company. Mr. Chen holds a B.S. in Economics (Finance) and a B.S.E. in Mechanical Engineering from the University of Pennsylvania and an M.B.A. from the Stanford University Graduate School of Business. Qualifications | | Herald Chen | | | Director and Advisor to CEO | | | Age: 54 Director Since: 2018 Committees: None | | | | Mr. Chen was selected to serve on our Board of Directors because of his extensive operating and management experience, his financial acumen and his knowledge of technology companies and his experience serving on the boards of directors of other public and private technology companies. |

  7. Nominees for Director

    | AppLovin Corporation | 12 | 2024 Proxy Statement |

  8. Nominees for Director

    | | Ms. Georgiadis has served as a member of our Board of Directors since January 2021. Ms. Georgiadis currently serves as Co-Founder and CEO of Montai Health, and as CEO-Partner of Flagship Pioneering Inc., a bioplatform innovation company, since April 2022. She previously served as an Endurance Partner-in-Residence at General Catalyst, a venture capital firm, from January 2021 to April 2022. From May 2018 to December 2020, she served as President and Chief Executive Officer of Ancestry.com LLC, a global family history and consumer genomics company. Prior to Ancestry, from February 2017 to May 2018, Ms. Georgiadis served as Chief Executive Officer of Mattel, Inc. (NASDAQ: MAT), a global children’s entertainment company specializing in toys and consumer products. From 2009-2017 she served as President of Google Americas and the Vice President of Global Operations. She is an experienced public and private company board director and currently serves on the board of directors of McDonald’s Corporation (NYSE: MCD) and several private companies in technology and health technology. She holds an A.B. from Harvard College and an M.B.A. from Harvard Business School. Qualifications | | Margaret Georgiadis | | | Independent Director | | | Age: 60 Director Since: 2021 Committees: Nominating and Corporate Governance (Chair); Audit | | | | Ms. Georgiadis was selected to serve on our Board of Directors because of her significant global operational experience, her public company board experience, and her financial expertise. |

  9. Nominees for Director

    | AppLovin Corporation | 13 | 2024 Proxy Statement |

  10. Nominees for Director

    | | Ms. Harvey Dawson has served as a member of our Board of Directors since November 2021. Ms. Harvey Dawson has served as the Chief Legal Officer and Corporate Secretary of HubSpot (NYSE: HUBS), a leading CRM platform, since November 2022, where she is responsible for overseeing the company’s legal and compliance teams. Prior to joining HubSpot, she served as the Chief Legal Officer of Gusto, Inc., a modern HR platform, from August 2020 to November 2022, and on the executive leadership team, overseeing the company’s legal, compliance and government affairs team. Previously, from June 2017 to July 2020, she was General Counsel at Sidewalk Labs, an urban innovation subsidiary of Alphabet Inc., where, among other things, she was responsible for developing the legal team and data privacy strategy. From 2011 to 2017 she oversaw global IP and licensing at HARMAN, a Samsung company, as its Vice President, Global Intellectual Property, and was Associate General Counsel at Netflix (NASDAQ: NFLX) from 2008 to 2011. Prior to Sidewalk Labs, she held senior legal positions with Netflix, and Autodesk (NASDAQ: ADSK). Ms. Harvey Dawson received her BA, cum laude, in Journalism from Michigan State University and was an Honors College member. She received her JD, cum laude, from Georgetown University Law Center. Ms. Harvey Dawson is also a board member of Make-A-Wish Connecticut and BSA | The Software Alliance. | | Alyssa Harvey Dawson | | | Independent Director | | | Age: 54 Director Since: 2021 Committees: Audit; Nominating and Corporate Governance | | | | Qualifications | | | Ms. Harvey Dawson was selected to serve on our Board of Directors because she has over 25 years of broad-based legal experience and has overseen corporate governance, corporate, M&A and commercial transactions, enterprise risk management, compliance, data privacy, intellectual property, regulatory and governmental/public affairs. |

  11. Nominees for Director

    | AppLovin Corporation | 14 | 2024 Proxy Statement |

  12. Nominees for Director

    | | Ms. Messing has served as a member of our Board of Directors since March 2024. Ms. Messing served as Chief Marketing & Communications Officer at Roblox (NYSE: RBLX) from August 2020 to December 2023. Prior to this role, Ms. Messing served as Senior Vice President, Chief Marketing Officer of Walmart U.S (NYSE: WMT) from August 2018 to August 2019, and brought her years of experience serving in multiple roles including Vice President and Chief Marketing Officer, and later Senior Vice President and Chief Marketing Officer at TripAdvisor, Inc. (NASDAQ: TRIP) an online travel company, between 2011 and 2018. Between 2002 and 2011, she served in a number of management positions at Hotwire.com, an internet-based travel agency, including Vice President of Customer Experience and Vice President and General Manager, Travel Ticker. Ms. Messing currently serves on the board of directors of Vacasa (NASDAQ: VCSA), a publicly-traded company with a leading platform for vacation rental management. She previously served on the board of directors of Overstock.com, Inc. (NYSE: BYON), a publicly-traded internet retailer, and the board of directors of publicly-traded XO Group, Inc., which merged with WeddingWire in December 2018. Ms. Messing received her B.A. from Northwestern University and her J.D. from Stanford Law School. | | Barbara Messing | | | Independent Director | | | Age: 52 Director Since: 2024 Committees: Compensation; Nominating and Corporate Governance | | | | Qualifications | | | Ms. Messing was selected to serve on our Board of Directors because of her extensive experience in both management and director positions of public companies and because of her experience in online platforms and marketing. |

  13. Nominees for Director

    | AppLovin Corporation | 15 | 2024 Proxy Statement |

  14. Nominees for Director

    | | Mr. Morgenfeld has served as a member of our Board of Directors since September 2023. Mr. Morgenfeld held pivotal roles at Pinterest, Inc. (NYSE: PINS), including Chief Financial Officer and Head of Business Operations from November 2016 to July 2023. Before Pinterest, he left his mark at Twitter as Vice President of Finance from 2015 to 2016 and at Hewlett-Packard (NYSE: HPQ) as Treasurer and Senior VP of Financial Analytics and Corporate Development from 2013 to 2015. Prior to his role at Hewlett-Packard, he was an investment partner at Silver Lake Partners from 2004 to 2013. Mr. Morgenfeld currently sits on the board of directors of Urban Outfitters, Inc. (NASDAQ: URBN), a portfolio of global consumer brands comprising Urban Outfitters, Anthropologie, Free People, BHLDN, Terrain, Menus & Venues, and Nuuly. Mr. Morgenfeld graduated first in his class from the United States Military Academy at West Point and holds an M.B.A. from Stanford University Graduate School of Business. Qualifications | | Todd Morgenfeld | | | Independent Director | | | Age: 52 Director Since: 2023 Committees: Audit (Chair); Compensation | | | | Mr. Morgenfeld was selected to serve on our Board of Directors because of his extensive operational expertise, strong background in finance and insights into technology-driven enterprises, as well as his significant experience serving on the boards of other notable public and private companies. |

  15. Nominees for Director

    | AppLovin Corporation | 16 | 2024 Proxy Statement |

  16. Nominees for Director

    | | Mr. Oberwager has served as a member of our Board of Directors since November 2019. Mr. Oberwager joined KKR (NYSE: KKR) in 2008 where he is a Partner, Private Equity. Mr. Oberwager currently serves on the board of directors of several privately-held companies. Mr. Oberwager holds a B.A. in Classics from Georgetown University and an M.B.A. from Harvard Business School. | | | Qualifications | | | Mr. Oberwager was selected to serve on our Board of Directors because of his extensive experience as an investment professional and his experience serving on the boards of directors of other technology companies. | | Edward Oberwager | | | Director | | | Age: 39 Director Since: 2019 Committees: None | |

  17. Nominees for Director

    | AppLovin Corporation | 17 | 2024 Proxy Statement |

  18. Nominees for Director

    | | Mr. Vivas has served as a member of our Board of Directors since August 2018. Mr. Vivas has served as Chief Operating Officer at Humans, Inc., the developer of the Flip Shop social shopping app since March 2024. From August 2017 to March 2024, he served as the Chief Executive Officer at Curated, Inc. (Curated.com), an online outdoor sports retailer he co-founded. From March 2014 to April 2017, Mr. Vivas served as Head of Product, Talent Solutions at LinkedIn Corporation, a business and employment-oriented online service. He joined LinkedIn through its acquisition of Bright.com, an employment website company he co-founded and served as Chief Product Officer from October 2011 to February 2014. Qualifications | | Eduardo Vivas | | | Director | | | Age: 38 Director Since: 2018 Committees: None | Mr. Vivas was selected to serve on our Board of Directors because of his deep industry knowledge and significant operational experience as an executive with technology companies. |

  19. Nominees for Director

    | AppLovin Corporation | 18 | 2024 Proxy Statement |

  20. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. Our Nominating and Corporate Governance Committee works with our Board of Directors to determine the desired qualifications, expertise, and characteristics of our Board of Directors, including such factors as business experience and diversity, and with respect to diversity, such factors as differences in professional background, education, skill and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors.

  21. Considerations in Evaluating Director Nominees

    | AppLovin Corporation | 25 | 2024 Proxy Statement |

  22. Considerations in Evaluating Director Nominees

    In its evaluation of director candidates, our Nominating and Corporate Governance Committee and our Board of Directors evaluate each director in the context of the membership of the Board of Directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in the various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the company, and other qualifications and characteristics set forth in the charter of the Nominating and Corporate Governance Committee charter. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, corporate experience, diversity of experience, background, independence, area of expertise, length of service, potential conflicts of interest and other commitments. Nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing members of the Board of Directors, and the ability to assist and support management and make significant contributions to our success. Director candidates must understand the fiduciary responsibilities that are required of a member of our Board of Directors and have sufficient time and energy available, in the judgment of our Nominating and Corporate Governance Committee, to perform all board of director and applicable committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. After completing its review and evaluation of director candidates, including incumbent directors, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.

  23. Director Compensation

    Director Compensation We have adopted a compensation policy for our non-employee directors (as amended, the “Director Compensation Policy”). The Director Compensation Policy is designed to attract, retain, and reward experienced non-employee directors. To ensure our Director Compensation Policy remains competitive to help us attract qualified non-employee director candidates and retain our existing non-employee directors, the policy is reviewed annually by our Compensation Committee and its independent advisor, Semler Brossy. In June 2023, we amended our Director Compensation Policy to increase our non-employee director compensation and allow our non-employee directors to elect to receive an equity award in lieu of their cash compensation. Under the Director Compensation Policy, each non-employee director receives the cash and equity compensation for board services described below. We also reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our Board of Directors or its committee and other expenses.

  24. Compensation Decisions

    Footnotes relate to the paragraph above the table: 1. Based on closing price of $12.41 on the date of grant. 2. Based on 376,403,220 Class A and Class B common shares outstanding as of February 22, 2023. 3. Our CEO is required to hold a minimum of 6,902,000 of shares of Class A and Class B common stock (equal to 100% of the performance-based restricted stock units granted to him), his total target number of shares, whether the shares are earned or not, for the duration of the award (5 years). Our CTO and all other participants are required to hold the net (after-tax) shares following a vest for at least one year. 4. Unvested RSUs generally are forfeited if the Participant’s service to the Company ceases prior to vesting.

  25. Our Compensation-Setting Process

    frequent meetings as part of the design of the executive compensation program, including the performance equity program, or PSUs; •Design recommendations made directly to the Compensation Committee by our independent compensation consultant with respect to our executive and director compensation programs; •The retentive value, burn rate and stock-based compensation expense impact of our executive compensation programs and awards under such programs, as well as internal pay equity relative to the future impact of such awards on the Company’s business, performance and equity value; •Input from our CEO and other NEOs on past individual performance and expected future performance of our CEO and other NEOs; our CEO abstains from discussions with the Compensation Committee and Board of Directors regarding his personal compensation; •Input from our CEO about potential compensation decisions for other NEOs, although compensation decisions about our CEO are always made in executive sessions without him present; •The vesting status of the current holdings of each NEO and the value of existing equity incentives, as well as, the time since the last equity grant to each NEO and the criticality of each NEO to our future business success. For example, the Compensation Committee considered the fact that our CEO had not received an equity grant since 2011; and •Feedback from our non-employee directors both on the Compensation Committee and our full Board of Directors, during executive sessions and other discussions held without our NEOs.

  26. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee has authority to appoint and retain a compensation consultant. The fees for services rendered by the compensation consultant are paid by the Company. For 2023 compensation decisions, our Compensation Committee engaged Semler Brossy as its independent compensation consultant (“Compensation Consultant”) to advise on executive compensation matters including: overall compensation program design, peer group development and updates, and collecting market data to inform our compensation programs for our executives and members of our Board of Directors. We develop our compensation programs after reviewing publicly available compensation data relevant to our business, industry and companies with whom we compete for talent. The Compensation Consultant advised the Compensation Committee on all of the principal aspects of executive and director compensation for 2023. The Compensation Consultant attends meetings of the Compensation Committee when requested to do so and reports directly to our Compensation Committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. In addition to attending meetings of the Compensation Committee, they also meet informally with Committee members on request. During 2022 and 2023, there were extensive meetings between the Compensation Consultant and the committee members to design the performance-based restricted stock unit (“PSU”) program. Our Compensation Committee has assessed the independence of Semler Brossy consistent with Nasdaq corporate governance standards and has concluded that its engagement with Semler Brossy does not raise any conflict of interest.

  27. Use of a Peer Group

    Use of a Peer Group The Compensation Committee approves a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. The peers are reviewed on an annual basis in light of the fast-moving changes at AppLovin and in our industry. We undertake this review with the assistance and recommendations of the Compensation Consultant.

  28. Use of a Peer Group

    | AppLovin Corporation | 45 | 2024 Proxy Statement |

  29. Use of a Peer Group

    In November 2022, the Compensation Committee approved a peer group for use in making 2023 compensation decisions. The Compensation Committee used the following criteria in determining the appropriate peers: •Industry / Sector – publicly-traded technology companies, with a focus on digital media platforms and secondary focus on internet and software; •Revenue – between $1 billion to $5 billion; •Market Capitalization – between $10 billion and $90 billion; and •Talent Competitors – technology companies with whom we compete for talent.

  30. 2023 Peer Group

    2023 Peer Group Based on these criteria and considerations, our peer group for compensation analyses and decisions made between November 2022 through August 2023, as approved by our Compensation Committee, consisted of the following companies:

  31. 2023 Peer Group

    | Akamai Technologies, Inc. | GoodRx Holdings, Inc. | Splunk Inc. | | ANSYS, Inc. | HubSpot, Inc. | Synopsys, Inc. | | CrowdStrike Holdings, Inc. | MongoDB, Inc. | The Trade Desk, Inc. | | DocuSign, Inc. | Okta, Inc. | VeriSign, Inc. | | Dropbox, Inc. | Palo Alto Networks, Inc. | Workday, Inc. | | Fortinet, Inc. | RingCentral, Inc. | Zillow Group, Inc. |

  32. 2023 Peer Group

    In August 2023, the Compensation Committee reviewed the peer criteria and further considered other publicly-traded companies based on revenue, market capitalization, and reflecting AppLovin’s technology business. The Compensation Committee also considered the volatility in AppLovin’s and other technology companies’ market capitalization and how these fluctuations should be considered moving forward. After weighing these various factors, the Compensation Committee approved the following peer group companies for compensation discussions and decisions made in the second half of 2023:

  33. 2023 Peer Group

    | ANSYS, Inc. | Informatica Inc. | The Trade Desk, Inc. | | CrowdStrike | MongoDB, Inc. | Twilio Inc. | | DocuSign, Inc. | Okta, Inc. | UiPath, Inc. | | Dropbox, Inc. | Roblox Corporation | Unity Software Inc. | | Elastic N.V. | Splunk Inc. | Zoom Video Communications, Inc. | | HubSpot, Inc. | | |

  34. 2023 Peer Group

    The Compensation Committee considers competitive compensation data from an annual total compensation study of selected peer companies, coupled with relevant survey sources, including peer group proxy data, AON Radford surveys, and Mercer surveys, to inform its decisions about overall compensation opportunities and specific compensation elements. The Committee also uses our compensation peer group as an additional data point when considering executive pay packages. In addition, our compensation decisions are based on the consideration of many

  35. 2023 Peer Group

    | AppLovin Corporation | 46 | 2024 Proxy Statement |

  36. 2023 Peer Group

    factors, including, but not limited to, individual and company performance, market data, internal equity, experience, and strategic needs.

  37. Equity Compensation

    Equity Compensation

  38. Annual Equity Grants

    Annual Equity Grants Consistent with our compensation objectives, we believe that equity awards balance the interests of our executive team and our stockholders, ensure our ability to attract and motivate our top talent, and foster an entrepreneurial culture that drives efficiency and agility. In 2022, our Compensation Committee, together with its Compensation Consultant, engaged in a market review of the equity compensation of our named executive officers to consider the design of an annual equity compensation program for our NEOs (particularly given that we do not have an executive cash bonus program). In February 2023, the Company issued one year RSU grants to Mr. Foroughi, Mr. Shikin, Ms. Jansen, and Ms. Valenzuela. Mr. Foroughi and Mr. Shikin received additional awards in the form of approximately one-year RSU grants in March 2023. The combination of these awards and the cash compensation paid

  39. Annual Equity Grants

    | AppLovin Corporation | 47 | 2024 Proxy Statement |

  40. Annual Equity Grants

    to Mr. Foroughi and Mr. Shikin were designed to acknowledge their significant, ongoing contributions to the Company. Our 2023 equity awards were also designed to ensure that our NEO pay generally did not lag behind the levels of compensation paid to executives in our peer group and other technology companies that recently went public, although the positioning of the cash and time-based compensation for our CEO was behind that for comparable CEOs in light of the Compensation Committee’s continued discussion regarding a potential performance-based equity program. Generally, we intend to grant annual equity awards in November of the year prior to the service year the grant is intended to cover. These are competitive with comparable roles in the technology sector and reflective of company and individual performance, leadership contribution, and criticality of the role in our company. Given the design of the executive and performance-based equity grant program described below were still in process during November 2022, the 2022 year-end annual awards to our NEOs were made in the first quarter of 2023 (while the 2023 year-end annual awards were made in November 2023.) This resulted in two annual year-end awards being granted in one calendar year. Our annual RSU awards vest over one year from the date of grant. We believe this is appropriate for an annual grant cycle, especially given we do not have an annual cash bonus plan, and that rewarding work and participation in the form of future awards motivates our leaders to be self-starters and think like owners. We further determined that RSU grants vesting over one year, rather than larger grants intended to vest over longer periods, were appropriate considering the uncertain economic environment because they would provide us with greater ability to deliver intended value during the period after grant.

  41. Performance-Based Equity Grants

    Performance-Based Equity Grants During the last two quarters of the fiscal year ended December 31, 2022, and the first quarter of the fiscal year ended December 31, 2023, our Compensation Committee and Board of Directors considered implementing an additional performance-based equity award program to provide meaningful incentives to certain NEOs and other key employees linked to long-term stockholder value. The employees that would participate in this performance-based equity program would be the leaders most critical to advancing our next generation of products and continued growth as a public company. In designing this program, our Compensation Committee set rigorous stock price goals requiring meaningful appreciation in the trading price of our Class A common stock over a sustained period of time before any portion of the incentives is earned, none of which could happen unless the participants in the PSU program delivered on the technological advancements necessary to fuel the Company’s future growth. Given our CEO had not been granted equity compensation since 2011, and our CTO had only 27% of his equity holdings unvested at the time of design, the Compensation Committee deemed our CEO and CTO eligible for this performance-based equity program. The Compensation Committee reduced the restricted time-based equity awards significantly for our CEO and CTO, given that both received performance-based equity awards. On March 13, 2023 (the “grant date”), our Board of Directors, upon the recommendation of our Compensation Committee, granted awards of PSUs, under our 2021 Plan, to Mr. Foroughi and Mr. Shikin, with no portion of these PSUs eligible to vest until our stock price appreciated close to 300% from the stock price when the PSUs were granted. Through the course of the discussions regarding the proposed PSU program, our CEO expressed his strong belief that a portion of any potential PSU program be used to retain critical talent. As a result, our CEO was given the authority, in consultation with the Compensation Committee Chair, to grant up to 20% of the total program size to twenty other non-officer employees. These non-officer participants were deemed to be critical leaders of AppLovin and, in many cases, were or remain succession candidates for more senior roles within the Company. Each of Mr. Foroughi and Mr. Shikin received 6,902,000 PSUs which will vest upon the achievement of certain stock price goals, as described below. Other non-officer employees that are critical to our future growth received grants at a substantially lower participation rate.

  42. Performance-Based Equity Grants

    | AppLovin Corporation | 48 | 2024 Proxy Statement |

  43. Performance-Based Equity Grants

    We expect these PSUs to be the exclusive performance-based equity awards that the participants receive for the next three years (a total of four years following the grant date), or until the performance goals were achieved, whichever came first. Should there be unexpected changes in our business or other unforeseen factors, our Board of Directors or our Compensation Committee may determine it is in the best interest of our Company and its stockholders to grant additional performance equity award(s) to Mr. Foroughi and Mr. Shikin, who will also continue to be eligible for time-based equity awards during this period. Our Compensation Committee, in consultation with its independent compensation consultant, Semler Brossy, considered many factors when determining it was in the best interest of our Company and its stockholders to establish a long-term incentive program tied to our stock price and the structure of this recommended program. These factors included:

  44. Performance-Based Equity Grants

    | Key Considerations | Implementation on Decision-making | | The past and expected future contributions to the Company of Mr. Foroughi and Mr. Shikin; including the criticality of these participants to the future success of the business and delivery of value to stockholders; and our Board of Directors’ desire to provide meaningful incentives for Mr. Foroughi and Mr. Shikin to continue serving in their respective positions and driving the growth of the business. | •Considered Mr. Foroughi’s and Mr. Shikin’s criticality to leading the Company through macroeconomic turbulence and ever-transforming digital advertising space. •Considered Mr. Foroughi’s and Mr. Shikin’s instrumental contribution to our growth to-date, and their deep industry expertise and entrepreneurial spirit that we believe to be competitive advantages. •Implemented a holding requirement for Mr. Foroughi of a minimum of 6,902,000 shares of our Class A and Class B common stock (equal to 100% of the number of PSUs awarded to him) for a period of five years from the grant date, regardless of whether or not any PSUs are actually earned. •Implemented a one year holding requirement for Mr. Shikin (other than in a change in control, termination without cause, or voluntary resignation) and other participants in the PSU program with respect to any after-tax shares that are issued pursuant to any earned PSUs. | | The stock-based compensation and dilutive impact of the PSU program in particular and the company’s equity programs in general. | •Considered decision as part of a comprehensive assessment of the impact of equity compensation on stockholders, rather than making decisions about the PSU program as an isolated exercise. •Prior to granting the PSUs, reviewed the accounting expense and recognition associated with the PSU program along with the accounting expense and recognition associated with all company equity awards. •Reviewed the impact of stock-based compensation as a percentage of revenue and the percent of equity granted as compared to outstanding stock. The total PSU program was approximately 4.6% of the number of shares outstanding at the time of grant, but the full dilution of the program would not be realized unless all PSUs were earned—requiring 536% stock price growth from the date of grant. |

  45. Performance-Based Equity Grants

    | AppLovin Corporation | 49 | 2024 Proxy Statement |

  46. Performance-Based Equity Grants

    | Key Considerations | Implementation in Decision-making | | Market data for similarly situated executives at comparable companies with an emphasis on the ownership percentage and equity value of founder chief executive officers and chief technology officers. | •Compared relative compensation and ownership levels at peer companies. •Considered aggregate data on total cost of compensation and total stock-based compensation dilution. •Reviewed program against AppLovin’s human capital philosophy, which is that better results can be achieved with a smaller group of stellar performers than with a larger number of lesser contributors. | | The percentage ownership in the Company and value of such ownership of Mr. Foroughi and Mr. Shikin and the amount of their ownership interests unvested at the time of grant as compared to the amount of vested ownership. | •Considered the fact that Mr. Foroughi had no unvested holdings at the time of grant, and only 27% of Mr. Shikin’s holdings were unvested at the end of 2023 without any additional grants. •Considered appropriate compensation levels for general service to the Company, again referencing market data and how this award would compare to market comparables as part of an overall compensation package. •Considered the motivational value of establishing certain stock price benchmarks to be achieved within a fixed amount of time and what such an opportunity would look like in absolute terms, as a portion of the stockholder value created, and against other market examples of performance-based awards. |

  47. Performance-Based Equity Grants

    The PSUs are eligible to vest based on our stock price performance over a performance period beginning on the first trading day following the grant date and ending on the fifth anniversary of the grant date. Each individual’s award of PSUs is divided into five equal tranches that are eligible to vest based on the achievement of stock price targets, which are measured based on the minimum closing price of our Class A common stock over a consecutive 30 trading day period during the performance period as set forth below. This measurement period was designed to reward Mr. Foroughi and Mr. Shikin only if the Company achieves rigorous stock price hurdles and sustains them for at least 30 consecutive days.

  48. Performance-Based Equity Grants

    | | PSUs Eligible to Vest (#) | | | | Company Stock Price Target ($) | Adam Foroughi | Vasily Shikin | Additional Participants (in aggregate) | | 36.00 | 1,380,400 | 1,380,400 | 690,200 | | 46.75 | 1,380,400 | 1,380,400 | 690,200 | | 57.50 | 1,380,400 | 1,380,400 | 690,200 | | 68.25 | 1,380,400 | 1,380,400 | 690,200 | | 79.00 | 1,380,400 | 1,380,400 | 690,200 | | Total | 6,902,000 | 6,902,000 | 3,451,000 |

  49. Performance-Based Equity Grants

    The first stock price target (the “threshold price”) is $36.00 per share, or nearly 300% our closing stock price of $12.41 on the date of grant. Each subsequent tranche’s stock price target increases by $10.75, making the four additional stock price targets $46.75, $57.50, $68.25 and $79.00. Each subsequent stock price target above the threshold price is intended to represent an incremental increase of approximately $4 billion in market capitalization.

  50. Performance-Based Equity Grants

    | AppLovin Corporation | 50 | 2024 Proxy Statement |

  51. Performance-Based Equity Grants

    If the closing price of our Class A common stock fails to reach the threshold price over a consecutive 30 trading day period during the performance period, or if an individual terminates service to the Company during a period where the closing price of our Class A common stock is above the threshold price but has not yet fulfilled the consecutive 30 trading day period, no portion of the PSUs shall vest. The stock price targets and number of shares of our Class A common stock underlying the PSUs will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar event under the 2021 Plan. In the event of a change in control of the Company following the grant date but before the end of the performance period, the PSUs may be eligible to vest in additional amounts if the per share transaction price in the change in control is above the threshold price but below an additional stock price target(s) that has not previously been achieved, in which case the additional amount of PSUs will vest immediately prior to the closing of the change in control. In the event of termination of employment for “cause” or resignation without “good reason” (each as defined in their PSU agreement), any portion of a participant’s PSUs for which a stock price target has not been achieved will immediately terminate and be forfeited to the Company. For each of Mr. Foroughi and Mr. Shikin, in the event of termination without “cause”, resignation for “good reason”, or termination upon death or disability, any unvested PSUs will remain outstanding and eligible to vest if a stock price target is achieved within twelve months of the date of separation. Each vested PSU will be settled in a share of our Class A common stock on the next company standard quarterly vesting date occurring on or after the date on which the PSU vests. To the extent required by law or the rules of the stock exchange upon which our Class A common stock is listed, our Compensation Recovery Policy will apply to all awards.

  52. Earned Performance-Based Equity Grant Tranches

    Earned Performance-Based Equity Grant Tranches Through April 11, 2024, AppLovin’s stock price exceeded the $36.00, the 46.75 and the $57.50 hurdles, in each case, for 30 consecutive trading days reflecting a total increase in market capitalization of more than $16 billion from the PSU grant date and as a result, the first three tranches of PSUs under the program have been earned through this date.

  53. Tax Considerations

    Tax Considerations We do not provide any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for the CEO and certain of our current and former highly compensated executive officers (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the Board of Directors may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions.

  54. Employment Arrangements

    Each of our employment arrangements provides for “at will” employment (meaning that either we or the executive officer may terminate the employment relationship at any time with or without cause) and sets forth the initial compensation arrangements for the executive officer, including an initial base salary, participation in our employee benefit programs, an equity award recommendation, and, in some cases, sign-on bonuses and reimbursement or payment of relocation expenses. These employment arrangements also prohibit the executive officer from engaging directly or indirectly in competition with us during their employment, diverting our customers to a competitor, or disclosing our confidential information or business practices, and recruiting or soliciting any of our employees for a period after their employment. Our named executive officers have also entered into change in control and severance agreements with the company. These post-employment compensation terms are discussed in “Post-Employment Compensation” below.

  55. Post-Employment Compensation

    Post-Employment Compensation Each of our named executive officers participates in our Executive Change in Control and Severance Plan (the “Executive Severance Plan”) which provides these individuals with certain protection in the event of their termination of employment under specified circumstances, including following a change in control of the company. Our Executive Severance Plan was developed with input from our independent compensation consultant at the time, Radford (Aon plc), regarding severance practices at comparable companies. The Executive Severance Plan is designed to attract, retain, and reward senior level employees. The Executive Severance Plan generally is in lieu of any other severance payments and benefits to which such key employee may have been entitled to prior to signing their participation agreement. The payments and benefits provided under our Executive Severance Plan are described in the “Potential Payments on Termination or Change of Control” section on page 59. In addition to the benefits under the Executive Severance Plan, the PSUs granted to Mr. Foroughi and Mr. Shikin may be eligible to vest in additional amounts in the event of a change in control of the Company before the end of the PSU performance period if the per share transaction price in the change in control is above the threshold price, but below an additional stock price target(s) that has not previously been achieved, in which case the additional amount of PSUs will vest immediately prior to the closing of the change in control. Further, in the event of termination of Mr. Foroughi or Mr. Shikin’s employment for “cause” or resignation without “good reason” (each as defined in their PSU agreement), any portion of a participant’s PSUs for which a stock price target has not been achieved will immediately terminate and be forfeited to the Company. In the event of termination of Mr. Foroughi or Mr. Shikin without “cause”, resignation for “good reason”, or termination upon death or disability, any unvested PSUs will remain outstanding and eligible to vest if a stock price target is achieved within twelve months of the date of separation. We believe that these protections were necessary to induce these individuals to accept a demanding position with the company and help retain them. These arrangements provide reasonable compensation to an executive officer if they leave our employ under certain circumstances to facilitate transition to new employment. Further, in some instances, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements help maintain our executive officers continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the company. The terms and conditions were approved by our Board of Directors after an analysis of competitive market data provided by our independent compensation consultant.

  56. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The amounts below represent the compensation awarded to, earned by, or paid to our named executive officers for the years shown.

  57. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Adam Foroughi Chief Executive Officer | 2023 | 400,000 | — | — | 82,949,922 | — | 11,756 | 83,361,678 | | | 2022 | 100,000 | — | — | — | — | 4,355 | 104,355 | | | 2021 | 100,000 | — | — | — | — | 4,346 | 104,346 | | Herald Chen Former Chief Financial Officer | 2023 | 400,000 | — | — | 2,733,284 | — | 13,620 | 3,146,904 | | | 2022 | 400,000 | — | — | — | — | 12,475 | 412,475 | | | 2021 | 400,000 | — | — | — | — | 11,291 | 411,291 | | Katie Jansen Chief Marketing Officer | 2023 | 400,000 | — | — | 8,688,603 | — | 13,620 | 9,102,223 | | | 2022 | 400,000 | — | — | — | — | 9,957 | 409,957 | | | 2021 | 400,000 | — | — | 10,978,125 | — | 11,950 | 11,390,075 | | Vasily Shikin Chief Technology Officer | 2023 | 400,000 | — | — | 67,034,758 | — | 13,620 | 67,448,378 | | | 2022 | 400,000 | — | — | — | — | 12,475 | 412,475 | | | 2021 | 400,000 | — | — | 36,593,750 | — | 11,950 | 37,005,700 | | Victoria Valenzuela Chief Legal Officer | 2023 | 400,000 | — | — | 10,935,554 | — | 13,620 | 11,349,174 | | | 2022 | 400,000 | — | — | — | — | 12,289 | 412,289 | | | 2021 | 400,000 | 900,000 | — | 7,318,750 | — | 11,950 | 8,630,700 |

  58. Summary Compensation Table for Fiscal Year 2023

    1.Amounts shown do not reflect compensation actually received, and there can be no assurance that these amounts will ever be realized. Instead, the amount shown is the grant date fair value of the awards computed in accordance with ASC Topic 718, disregarding forfeiture assumptions. Information regarding the assumptions used to estimate the fair value of stock options is set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023. Amounts reported represent the grant date fair value of RSUs and PSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value of RSU awards was calculated based on the closing price per share of our Class A common stock on the date of grant. The grant date fair value of PSU awards with market conditions was determined using the Monte Carlo simulation pricing model. This requires the input of assumptions, including the expected stock volatility, the risk-free interest rate, the expected dividend yield and the discount for post-vesting restrictions, as applicable. Information regarding the assumptions used to estimate the fair value of PSU awards is set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023. If the PSU awards were instead valued based on the maximum outcome of the applicable performance conditions, the grant date fair value of the PSUs granted in this column for 2023 would be as follows: Mr. Foroughi $52,427,592 and Mr. Shikin $41,619,060. 2.For 2023, the reported amount of all other compensation for each named executive officer consists of two components: (i) an $1,800 work-from-home cash stipend paid to all employees, including each named executive officer, in each of fiscal year 2021, 2022 and 2023 and (ii) amounts paid to each named executive officer in connection with 401(k) Company matching.

  59. Summary Compensation Table for Fiscal Year 2023

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  60. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth information relating to plan-based awards that were granted to our named executive officers during the year ended December 31, 2023.

  61. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(2) | | | | Threshold | Target | Maximum | | | | | | (#) | (#) | (#) | (#) | ($) | | Adam Foroughi | 02/03/2023 | — | — | — | 661,375(3) | 8,743,378 | | | 03/13/2023 | — | 6,902,000 | — | — | 52,427,592 | | | 03/13/2023 | — | — | — | 520,472(4) | 6,459,058 | | | 11/03/2023 | — | — | — | 390,117(5) | 15,319,895 | | Herald Chen | 11/12/2023 | — | — | — | 62,418(6) | 2,733,284 | | Katie Jansen | 02/03/2023 | — | — | — | 440,917(3) | 5,828,923 | | | 11/03/2023 | — | — | — | 72,821(5) | 2,859,681 | | Vasily Shikin | 02/03/2023 | — | — | — | 661,375(3) | 8,743,378 | | | 03/13/2023 | — | 6,902,000 | — | — | 41,619,060 | | | 03/13/2023 | — | — | — | 520,472(4) | 6,459,058 | | | 11/03/2023 | — | — | — | 260,078(5) | 10,213,263 | | Victoria Valenzuela | 02/03/2023 | — | — | — | 440,917(3) | 5,828,923 | | | 11/03/2023 | — | — | — | 130,039(5) | 5,106,632 |

  62. Grants of Plan-Based Awards in 2023

    1.The amounts in these columns reflect the PSUs granted to Messrs. Foroughi and Shikin under the Company’s 2021 Plan in 2023. The PSUs, granted on March 13, 2023, are divided into five equal tranches that are eligible to vest based on the achievement of certain stock price targets between $36 and $79, measured based on the minimum closing price of the Company’s Class A common stock over a consecutive 30 trading day period during the five-year performance period beginning on the date of grant, subject to Messrs. Foroughi and Shikin’s continued employment through the applicable vesting date. The PSUs may continue to vest for up to one year after termination of employment if certain conditions are met. For more details, see “Potential Payments on Termination or Change in Control” on page 59. 2.Amounts reported represent the grant date fair value of RSUs and PSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value of RSU awards was calculated based on the closing price per share of our Class A common stock on the date of grant. The grant date fair value of PSU awards with market conditions was determined using the Monte Carlo simulation pricing model. This requires the input of assumptions, including the expected stock volatility, the risk-free interest rate, the expected dividend yield and the discount for post-vesting restrictions, as applicable. 3.The amounts shown reflect the RSUs granted to the NEOs under the Company’s 2021 Plan in 2023. Subject to the NEOs’ continued role as a service provider, 1/4th of the RSUs shall vest on February 20, 2023 and 1/4th of the RSUs shall vest quarterly thereafter. 4.The amounts shown reflect the RSUs granted to Messrs. Foroughi and Shikin under the Company’s 2021 Plan in 2023. Subject to Messrs. Foroughi and Shikin’s continued role as a service provider, 100% of the RSUs shall vest on February 20, 2024. 5.The amounts shown reflect the RSUs granted to the NEOs under the Company’s 2021 Plan in 2023. Subject to the NEOs’ continued role as a service provider, 1/4th of the RSUs shall vest on February 20, 2024 and 1/4th of the RSUs shall vest quarterly thereafter. 6.The amount shown reflects the RSUs granted to Mr. Chen under the Company’s 2021 Plan in 2023. Subject to Mr. Chen’s continued service as an advisor to the CEO through fiscal year 2024, 1/4th of the RSUs shall vest on February 20, 2024 and 1/4th of the RSUs shall vest quarterly thereafter.

  63. Grants of Plan-Based Awards in 2023

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  64. Outstanding Equity Awards at 2023 Year-End

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

  65. Outstanding Equity Awards at 2023 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that have not vested | Market value of Shares or Units of Stock that have not vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Unites or other Rights that have not vested ($) | Equity Incentive Plan Awards: Market or Payout value of Unearned Shares, Units or other Rights that have not vest ($)(2) | | Adam Foroughi | 03/13/2023 | — | — | — | — | — | — | 5,521,600(3) | 220,035,760 | | | 03/13/2023 | — | — | — | — | 520,472(4) | 20,740,809 | — | — | | | 11/03/2023 | — | — | — | — | 390,117(5) | 15,546,162 | — | — | | Herald Chen | 11/05/2019 | 2,280,201(6) | — | 5.05 | 11/04/2029 | — | — | — | — | | | 11/12/2023 | — | — | — | — | 62,418(7) | 2,487,357 | — | — | | Katie Jansen | 11/18/2020 | 75,000(8) | — | 19.52 | 11/17/2030 | — | — | — | — | | | 05/04/2021 | — | — | — | — | 75,000(9) | 2,988,750 | — | — | | | 11/03/2023 | — | — | — | — | 72,821(5) | 2,901,917 | — | — | | Vasily Shikin | 12/16/2019 | 560,400(10) | — | 5.05 | 12/15/2029 | — | — | — | — | | | 05/04/2021 | — | — | — | — | 250,000(9) | 9,962,500 | — | — | | | 03/13/2023 | — | — | — | — | — | — | 5,521,600(3) | 220,035,760 | | | 03/13/2023 | — | — | — | — | 520,472(4) | 20,740,809 | — | — | | | 11/03/2023 | — | — | — | — | 260,078(5) | 10,364,108 | — | — | | Victoria Valenzuela | 05/19/2020 | 187,500(11) | — | 7.45 | 05/18/2030 | — | — | — | — | | | 05/19/2020 | — | — | — | — | 1,397(12) | 55,670 | — | — | | | 05/04/2021 | — | — | — | — | 50,000(9) | 1,992,500 | — | — | | | 11/03/2023 | — | — | — | — | 130,039(5) | 5,182,054 | — | — |

  66. Outstanding Equity Awards at 2023 Year-End

    1.This column represents the option exercise price per share of our Class A common stock on the grant date, as determined by our Board of Directors. 2.The closing price of our Class A common stock on December 29, 2023 was $39.85. 3.These securities are PSUs. Each PSU represents a contingent right to receive one share of Class A common stock. The PSUs are eligible to vest based on the Company's stock price performance over a performance period beginning on the first trading day following the Grant Date and ending on the fifth anniversary of the Grant Date, subject to Messrs. Foroughi and Shikin's continuing to be a service provider through each such date. 4.These shares are subject to an RSU for which the one-year vesting condition is satisfied, subject to the Messrs Foroughi and Shikin's continued role as a service provider to us, as to 100% of the total shares vesting on February 20, 2024.

  67. Outstanding Equity Awards at 2023 Year-End

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  68. Outstanding Equity Awards at 2023 Year-End

    5.These shares are subject to an RSU for which the vesting conditions are satisfied, subject to the NEOs continued role as a service provider to us, as to 1/4th of the total shares on February 20, 2024 with 1/4th of the total shares vesting quarterly thereafter. 6.This option is fully vested. 7.These securities are RSUs that Mr. Chen received for his new role as an advisor to the Company's Chief Executive Officer for a one-year transition period. Each RSU represents a contingent right to receive one share of Class A common stock. 1/4th of the RSUs shall vest on February 20, 2024 and 1/4th of the RSUs shall vest on each three-month anniversary thereafter, subject to Mr. Chen's continuing to be a service provider through each such date. 8.This option is subject to an early exercise provision and is immediately exercisable. The vesting conditions are satisfied, subject to Ms. Jansen’s continued role as a service provider to us, as to 1/4th of the total shares on November 13, 2021 with 1/48th of the total shares vesting monthly thereafter. 9.These shares are subject to an RSU for which the vesting conditions are satisfied, subject to the NEOs continued role as a service provider to us, as to 2/5ths of the total shares on November 20, 2022 with 1/20th of the total shares vesting quarterly thereafter. 10.The shares underlying this stock option vest, subject to Mr. Shikin’s continued role as a service provider to us, as to 1/4th of the total shares on December 1, 2019 with 1/48th of the total shares vesting monthly thereafter. 11.This option is subject to an early exercise provision and is immediately exercisable. The shares underlying this stock option vest, subject to Ms. Valenzuela’s continued role as a service provider to us, as to 1/4th of the total shares on May 19, 2021 with 1/48th of the total shares vesting monthly thereafter. 12.Reflects shares acquired upon the early-exercise of options that remain subject to vesting conditions and forfeiture. The option award is for a total of 750,000 shares. The vesting conditions are satisfied, subject to Ms. Valenzuela’s continued role as a service provider to us, as to 1/4th of the total shares on May 19, 2021 with 1/48th of the total shares vesting monthly thereafter.

  69. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table shows the stock awards vested, and value realized upon vesting, by our named executive officers during fiscal 2023.

  70. Option Exercises and Stock Vested in 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) ($) | | Adam Foroughi | — | — | 2,041,775 | 74,009,899 | | Herald Chen | — | — | — | — | | Katie Jansen | — | — | 478,417 | 14,094,160 | | Vasily Shikin | — | — | 2,166,775 | 77,692,399 | | Victoria Valenzuela | — | — | 465,917 | 13,725,910 |

  71. Option Exercises and Stock Vested in 2023

    1. Based on the market price of our Class A common stock on the date of exercise less the option exercise price paid for the shares, multiplied by the number of shares for which the option was exercised. 2. Based on the market price of our Class A common stock on the vesting date, multiplied by the number of shares vested. Stock awards vesting represent either the vesting and settlement of restricted stock units, or early-exercised options as the repurchase right lapses.

  72. Option Exercises and Stock Vested in 2023

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  73. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  74. Amount of Payments Upon Termination at 2023 Year-End

    Amount of Payments Upon Termination at 2023 Year-End The following tables sets forth the potential payments that would have been provided to each of our named executive officers under each of the circumstances specified below if his or her employment with us was terminated without “cause”, resignation for “good reason” or due to death or disability (as each is defined in their equity grant awards) during fiscal year 2023.

  75. Amount of Payments Upon Termination at 2023 Year-End

    | | Termination Outside of Change in Control Period ($) | | | | | Name | Annual Base Salary(1) | COBRA Premiums(2) | Acceleration of Vesting of Equity Awards | Total | | Adam Foroughi | 600,000 | 52,124 | — | 652,124 | | Herald Chen | 400,000 | 34,749 | — | 434,749 | | Katie Jansen | 400,000 | 34,749 | — | 434,749 | | Vasily Shikin | 400,000 | 24,118 | — | 424,118 | | Victoria Valenzuela | 400,000 | 34,749 | — | 434,749 |

  76. Amount of Payments Upon Termination at 2023 Year-End

    1.Based on a lump sum payment equal to 12 months of the named executive officer’s annual base salary, or 18 months in the case of Mr. Foroughi. 2.Based on a reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under COBRA for a period of 12 months, or 18 months in the case of Mr. Foroughi. Amounts in the table are based on estimated premium cost of continued health coverage under COBRA for the 12 or 18 months beginning January 2024.

  77. Amount of Payments Upon Termination at 2023 Year-End

    | | Termination within Change in Control Period ($) | | | | | Name | Annual Base Salary(1) | COBRA Premiums(2) | Acceleration of Vesting of Equity Awards(3) | Total | | Adam Foroughi(4) | 800,000 | 69,499 | 110,996,795 | 111,866,294 | | Herald Chen | 600,000 | 52,124 | 2,487,357 | 3,139,481 | | Katie Jansen | 600,000 | 52,124 | 6,589,511 | 7,241,635 | | Vasily Shikin(4) | 600,000 | 36,177 | 115,777,241 | 116,413,418 | | Victoria Valenzuela | 600,000 | 52,124 | 9,660,253 | 10,312,377 |

  78. Amount of Payments Upon Termination at 2023 Year-End

    1.Based on a lump sum payment equal to 18 months of the named executive officer’s annual base salary, or 24 months in the case of Mr. Foroughi. 2.Based on a reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under COBRA for a period of 18 months, 24 months in the case of Mr. Foroughi. Amounts in the table are based on estimated premium cost of continued health coverage under COBRA for the 18 or 24 months beginning January 2024. 3.Based on 100% accelerated vesting of all outstanding equity awards. 4.The performance-based RSUs, or PSUs, granted to Mr. Foroughi and Mr. Shikin on March 13, 2023 vest upon the achievement of certain stock price targets. Any of these PSUs that have not vested as of the closing of a change in control are forfeited upon the change in control; provided that Mr. Foroughi and Mr. Shikin will be eligible to vest in additional amounts upon the closing of a change in control if the per share transaction price is above the threshold price of the PSUs. If a change in control occurred on December 31, 2023 and based on the closing price of the Class A common stock as of such date, PSUs covering 1,874,776 shares would have vested for each of Mr. Foroughi and Mr. Shikin.

  79. Amount of Payments Upon Termination at 2023 Year-End

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  80. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act (“PvP Rules”), we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with the PvP Rules and it is important to understand that because our executive compensation is heavily weighted to compensation tied to the value of our stock price, the PvP Rules require that the “compensation actually paid” figures in the table below are higher when the stock price goes up and lower when our stock price goes down. In particular, our 2023 compensation actually paid is influenced by increases in our stock price between the PSU grants described above and the end of 2023—a period during which our market capitalization increased over 240%, resulting in almost $9.5B in additional value to stockholders. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The following table provides information regarding compensation actually paid to our principal executive officer (“PEO”), and other named executive officers (“non-PEO NEOs”) for each year from 2021 to 2023, compared to our total shareholder return (“TSR”) and an index of peer companies from April 15, 2021 through the end of each such year and our net income for each such year. April 15, 2021 is the first day our common stock began trading on Nasdaq.

  81. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (b)(1)(2) | Compensation Actually Paid to PEO (c)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs (d)(1)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) (h)(6) | Stock Price (i)(7) | | | | | | | Total Shareholder Return (f)(4) | S&P 500 Information Technology Index Total Shareholder Return (g)(5) | | | | 2023 | $83,361,678 | $271,342,916 | $22,760,940 | $74,686,742 | $61.12 | $138.37 | $361 | $36.26 | | 2022 | $104,355 | $104,355 | $411,799 | $(74,612,715) | $16.15 | $87.66 | $(193) | $9.30 | | 2021 | $104,346 | $104,346 | $14,359,442 | $46,809,649 | $144.57 | $122.08 | $35 | $83.75 |

  82. Pay Versus Performance

    1.NEOs included in these columns reflect the following individuals:

  83. Pay Versus Performance

    | Year | PEO | Non-PEO NEO’s | | 2023 | Adam Foroughi | Herald Chen, Basil Shikin, Katie Jansen, Victoria Valenzuela | | 2022 | Adam Foroughi | Herald Chen, Basil Shikin, Katie Jansen, Victoria Valenzuela | | 2021 | Adam Foroughi | Herald Chen, Basil Shikin, Katie Jansen, Victoria Valenzuela |

  84. Pay Versus Performance

    2.This figure is the total compensation paid to our PEO in each listed year as shown in our Summary Compensation Table for such listed year.

  85. Pay Versus Performance

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  86. Pay Versus Performance

    3.This figure is the compensation actually paid for our PEO in each listed year. Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year or will ever be paid these amounts, but this is a dollar amount derived by starting with the Summary Compensation Table total compensation and then applying certain adjustments pursuant PvP Rules. To calculate compensation actually paid for 2023, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  87. Pay Versus Performance

    | | 2023 (For PEO) | 2023 | | | | (Average For Non-PEO NEOs) | | | ($) | ($) | | Summary Compensation Table Total | $83,361,678 | $22,760,940 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(82,949,922) | $(22,348,050) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b) | $198,348,485 | $42,428,394 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(b) | $— | $3,460,490 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $72,546,675 | $22,295,047 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b) | $— | $6,089,922 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b) | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | | Compensation Actually Paid | $271,342,916 | $74,686,742 |

  88. Pay Versus Performance

    a.For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement:

  89. Pay Versus Performance

    | | 2023 | | Performance Share Units | | | 12/31 Stock Price | $39.85 | | Volatility | 65% | | Risk-Free Interest Rate | 3.8% | | Stock Options | | | Expected Term | 2.1 years -5.9 years | | Volatility | 73% - 80% | | Dividend Yield | —% | | Risk-Free Interest Rate | 3.5% - 4.9% |

  90. Pay Versus Performance

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  91. Pay Versus Performance

    4.Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 15, 2021 and reinvesting all dividends until the last day of each reported fiscal year. 5.The peer group used is the S&P 500 Index Information Technology Index, as used in our Stock Performance Graph in Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 15, 2021 and reinvesting all dividends until the last day of each reported fiscal year. 6.The dollar amounts reported are AppLovin’s net income reflected in AppLovin’s audited financial statements. 7.The performance share units granted to the PEO and non-PEO NEOs are based on the minimum closing stock price over a thirty consecutive trading date period meeting or exceeding specified stock price hurdles during a five-year performance period. AppLovin does not utilize any other financial performance measures, as defined under SEC rules, in its executive compensation programs, and as such has determined to use the 30 trading day trailing minimum closing stock price of our common stock as of the end of each fiscal year (the “Stock Price”), as the most important financial performance measure used by us to link compensation actually paid to our PEO and non-PEO NEOs for the fiscal year ended December 31, 2023 to our performance.

  92. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance Below is a description, in a manner compliant with the PvP Rules, of the relationship between Compensation Actually Paid and the individual performance measures shown.

  93. Compensation Actually Paid (CAP) Versus TSR

    Compensation Actually Paid (CAP) Versus TSR Our total shareholder return, based on a $100 investment in AppLovin on its IPO date of April 15, 2021, was $144.57 as of the end of 2021, $16.15 as of the end of 2022, and $61.12 as of the end of 2023. These indexed investment returns translate into annual total shareholder return rates of 44.57%, -83.85%, and -38.88% in each of 2021, 2022, and 2023. CEO CAP amounts were $104,346, $104,355, and $271,342,916 in each of 2021, 2022, and 2023, respectively. Similarly, our other NEO CAP amounts as averaged were $46,809,649, -$74,612,715, and $74,686,742 in 2021, 2022, and 2023, respectively. As a result, the trajectory of our CAP values and total shareholder return are directionally aligned over the timeframe that the table covers because our total shareholder return increased and decreased year-to-year in accordance with increases and decreases in CAP.

  94. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income Our GAAP net income was $35.3 million in 2021, -$192.9 million in 2022, and $360.8 million in 2023. CEO CAP amounts were $104,346, $104,355, and $271,342,916 in each of 2021, 2022, and 2023, respectively. Our other NEO CAP amounts as averaged were $46,809,649, -$74,612,715, and $74,686,742 in 2021, 2022, and 2023, respectively. As a result, the trajectory of our CAP values and GAAP net income are directionally aligned over the timeframe that the table covers.

  95. Compensation Actually Paid Versus Stock Price

    Compensation Actually Paid Versus Stock Price Our company-selected measure, stock price, was $65.20 at the close of our first trading date on April 15, 2021. Our stock price was $83.75 as of the end of 2021, $9.30 as of the end of 2022, and $36.26 as of the end of 2023. These translate into price changes of 28.45%, -88.90%, and 289.89% in each of 2021 (from the closing price on our first trading date through year-end), 2022, and 2023. CEO CAP amounts were $104,346, $104,355, and $271,342,916 in each of 2021, 2022, and 2023, respectively. Similarly, our other NEO CAP amounts as averaged were $46,809,649, -$74,612,715, and $74,686,742 in 2021, 2022, and 2023, respectively. As a result, the trajectory of our CAP values and stock price are directionally aligned over the timeframe that the table covers because our stock price increased and decreased year-to-year in accordance with increases and decreases in CAP.

  96. Compensation Actually Paid Versus Stock Price

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  97. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act of 2010, AppLovin is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the CEO of AppLovin. The paragraphs that follow describe our methodology and the resulting CEO pay ratio.

  98. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology and excluding the employees listed above, we identified the median employee. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table on page 55. Although our median employee’s compensation was calculated using Summary Compensation Table requirements,this employee is located in Germany, holds a generalist position and was not eligible for equity, which resulted in only his total cash compensation of $104,861 being included. Our CEO’s compensation as reported in the Summary Compensation Table was $83,361,678. Therefore, our CEO to median employee pay ratio is 795:1. As a result of our performance-based equity program, this was an exceptional year for equity grants for our CEO for the reasons discussed above; and if you were to assess the pay ratio based only on total cash compensation, the pay ratio would have been 3.9:1. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the company used the pay ratio measure in making compensation decisions.

  99. Methodology and Pay Ratio

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  100. Methodology and Pay Ratio

    Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2023. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.

  101. Methodology and Pay Ratio

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | Equity compensation plans approved by security holders(1) | 31,622,942 | 6.53(2) | 63,304,000(3) |

  102. Methodology and Pay Ratio

    1.Includes the 2011 Plan, the 2021 Plan, the ESPP and the 2021 Partner Studio Incentive Plan (“2021 Partner Plan”). The 2011 Plan was terminated for purposes of new grants effective April 2021. 2.RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price. 3.As of December 31, 2023, an aggregate of 63,304,000 shares of Class A common stock were available for issuance under the 2021 Plan, the 2021 Partner Plan, and the ESPP. The 2021 Plan provides that on the first day of each year beginning on January 1, 2022, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 39,000,000 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our Board of Directors may determine. The ESPP provides that on the first day of each year beginning January 1, 2022, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 7,800,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our Board of Directors may determine. On January 1, 2024, the number of shares of Class A common stock available for issuance under the 2021 Plan and the ESPP increased by 16,994,336 shares and 3,398,867 shares, respectively, pursuant to these provisions. These changes are not reflected in the table above.

  103. Methodology and Pay Ratio

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  104. Methodology and Pay Ratio

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2024 for: •each of our named executive officers; •each of our directors; •all of our current directors and executive officers as a group; and •each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 273,916,065 shares of our Class A common stock, 55,042,821 shares of our Class B common stock, and no shares of our Class C common stock outstanding as of March 31, 2024. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2024 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31, 2024, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. Given that our PSUs vest in tranches based on the achievement of certain stock price targets over 30 consecutive trading day periods and we cannot definitively determine whether the stock price targets will be achieved within 60 days of March 31, 2024, shares of our common stock subject to unvested PSU tranches that have not achieved the applicable price target in the 30 consecutive trading day period prior to March 31, 2024 are not deemed beneficially owned by the person holding the PSU. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AppLovin Corporation, 1100 Page Mill Road, Palo Alto, California 94304. The information provided in the table below is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

  105. Methodology and Pay Ratio

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  106. Methodology and Pay Ratio

    | | Amount and Nature of Beneficial Ownership | | | | Percent of Total Voting Power (%) | | | Class A Shares | | Class B Shares | | | | Name of Beneficial Owner | (#) | % | (#) | % | | | Named Executive Officers and Directors: | | | | | | | Adam Foroughi(1) | 2,091,464 | * | 27,936,907 | 50.8 | 40.8 | | Matthew Stumpf(2) | 169,215 | * | — | — | * | | Katie Jansen(3) | 1,252,710 | * | — | — | * | | Vasily Shikin(4) | 3,121,502 | 1.1 | — | — | * | | Victoria Valenzuela(5) | 606,541 | * | — | — | * | | Craig Billings(6) | 43,937 | * | — | — | * | | Herald Chen(7) | 81,209 | * | 4,446,459 | 7.8 | 6.3 | | Margaret Georgiadis(8) | 214,742 | * | — | — | * | | Alyssa Harvey Dawson(9) | 1,031 | * | — | — | * | | Barbara Messing(10) | 569 | * | — | — | * | | Todd Morgenfeld(11) | 2,587 | * | — | — | * | | Edward Oberwager | — | — | — | — | — | | Eduardo Vivas(12) | 8,367,491 | 3.1 | — | — | * | | All current directors, named executive officers and executive officers as a group (13 persons)(13) | 15,952,998 | 5.7 | 32,383,366 | 56.5 | 46.6 | | Shares subject to the Voting Agreement(14) | 2,339,240 | * | 57,323,022 | 100 | 80.8 | | Greater than 5% stockholders | | | | | | | KKR Denali Holdings L.P.(15) | 166,567 | * | 22,905,489 | 41.6 | 33.3 | | GQG Partners LLC(16) | 25,689,782 | 9.4 | — | — | 1.9 | | Midterm Success Limited(17) | 20,167,242 | 7.4 | — | — | 1.5 | | Angel Pride Holdings Limited(18) | 20,493,747 | 7.5 | — | — | 1.5 | | Andrew Karam(19) | 19,000,000 | 6.9 | — | — | 1.4 | | The Vanguard Group(20) | 15,438,728 | 5.6 | — | — | 1.1 |

  107. Methodology and Pay Ratio

    *Represents beneficial ownership or voting power of less than 1%. 1.Consists of (i) 613,534 shares of Class A common stock held by Mr. Foroughi, (ii) 27,936,907 shares of Class B common stock held by Mr. Foroughi, (iii) 1,380,400 shares of Class A common stock subject to PSUs scheduled to vest within 60 days of March 31, 2024, and (iv) 97,530 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. Mr. Foroughi, Mr. Chen, and KKR Denali (collectively, with certain affiliates, the Voting Agreement Parties), have entered into the Voting Agreement, pursuant to which two of Mr. Foroughi, Mr. Chen, and KKR Denali (one of which must be Mr. Foroughi) have the authority to direct the vote of all shares of Class B common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees on all matters to be voted upon by stockholders.The reported number does not include 1,380,400 shares of Class A common stock subject to PSUs that vested upon the achievement of certain stock price thresholds on April 8,. 2024 and will be settled as soon as practicable after May 20, 2024. 2.Consists of (i) 98,351 shares of Class A common stock held by Mr. Stumpf, (ii) 34,510 shares of Class A common stock subject to PSUs scheduled to vest within 60 days of March 31, 2024, and (iii) 36,354 shares of Class A common stock subject to RSUs scheduled to vest within

  108. Methodology and Pay Ratio

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  109. Methodology and Pay Ratio

    60 days of March 31, 2024. The reported number does not include 34,510 shares of Class A common stock subject to PSUs that vested upon the achievement of certain stock price thresholds on April 8, 2024 and will be settled as soon as practicable after May 20, 2024. 3.Consists of (i) 1,144,043 shares of Class A common stock held by Ms. Jansen, (ii) 6,086 shares of Class A common stock held by The Jansen Family Trust, for which Ms. Jansen serves as trustee, (iii) 75,000 shares of Class A common stock subject to stock options held by Ms. Jansen that are exercisable within 60 days of March 31, 2024, and (iv) 27,581 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. 4.Consists of (i) 1,084,433 shares of Class A common stock held by Mr. Shikin, (ii) 560,400 shares of Class A common stock subject to stock options held by Mr. Shikin that are exercisable within 60 days of March 31, 2024, (iii) 1,380,400 shares of Class A common stock subject to PSUs scheduled to vest within 60 days of March 31, 2024, and (iv) 96,269 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024.The reported number does not include 1,380,400 shares of Class A common stock subject to PSUs that vested upon the achievement of certain stock price thresholds on April 8, 2024 and will be settled as soon as practicable after May 20, 2024. 5.Consists of (i) 380,281 shares of Class A common stock held by Ms. Valenzuela, (ii) 187,500 shares of Class A common stock subject to stock options held by Ms. Valenzuela that are exercisable within 60 days of March 31, 2024 and (iii) 38,760 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. 6.Consists of (i) 7,400 shares of Class A common stock held by The CSB 2012 Living Trust, for which Mr. Billings serves as trustee, and (ii) 36,537 shares of Class A common stock subject to stock options held by Mr. Billings that are exercisable within 60 days of March 31, 2024. 7.Consists of (i) 15,605 shares of Class A common stock held by Mr. Chen, (ii) 50,000 shares of Class A common stock held by The Chen Family 2012 Irrevocable Trust, Herald Y. & Mei K. Chen as Trustees (The Chen Family Trust), for which Mr. Chen and his spouse serve as trustees, (iii) 1,836,258 shares of Class B common stock held by Mr. Chen, (iv) 330,000 shares of Class B common stock held by The Chen Family Trust, (v) 2,280,201 shares of Class B common stock subject to stock options held by Mr. Chen that are exercisable within 60 days of March 31, 2024 (after giving effect to the Equity Exchange Right Agreement), and (vi) 15,604 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. The Voting Agreement Parties have entered into the Voting Agreement, pursuant to which two of the three Voting Agreement Parties (one of which must be Mr. Foroughi) have the authority to direct the vote and vote the shares of all Class B common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees on all matters to be voted upon by stockholders. 8.Consists of (i) 29,742 shares of Class A common stock held by Ms. Georgiadis and (ii) 185,000 shares of Class A common stock held by Blue Sage Partners, LLC, for which Ms. Georgiadis and her spouse share voting and dispositive power. 9.Consists of (i) 749 shares of Class A common stock held by Ms. Harvey Dawson and (ii) 282 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. 10.Consists of 569 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. 11.Consists of (i) 1,754 shares of Class A common stock held by Mr. Morgenfeld and (ii) 833 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2024. 12.Consists of (i) 8,351,954.249 shares of Class A common stock held by Mr. Vivas and (ii) 15,537 shares of Class A common stock subject to stock options held by Mr. Vivas that are exercisable within 60 days of March 31, 2024. 13.Consists of (i) 11,982,117.249 shares of Class A common stock held by our executive officers and directors, (ii) 30,103,165 shares of Class B common stock held by our executive officers and directors (iii) 3,984,066 shares of Class A common stock subject to stock options, PSUs and RSUs held by our executive officers and directors that are exercisable or scheduled to vest within 60 days of March 31, 2024, (iv) 2,280,201 shares of Class A common stock subject to stock options held by Mr. Chen that are exercisable within 60 days of March 31, 2024 (which may be exchanged for shares of Class B common stock, and are reported in the table above as such, pursuant to the Equity Exchange Right Agreement). The reported number does not include 1,380,400 shares of Class A common stock subject to PSUs that vested upon the achievement of certain stock price thresholds on April 8,. 2024 and will be settled as soon as practicable after May 20, 2024. 14.Consists of (i) 845,706 shares of Class A common stock held by the Voting Agreement Parties, (ii) 55,042,821 shares of Class B common stock held by the Voting Agreement Parties, (iii) 1,493,534 shares of Class A common stock subject to PSUs and RSUs scheduled to vest within 60 days of March 31, 2024, and (iv) 2,280,201 shares of Class A common stock subject to stock options held by Mr. Chen that are exercisable within 60 days of March 31, 2024 (which may be exchanged for shares of Class B common stock, and are reported in the table above as such, pursuant to the Equity Exchange Right Agreement). 15.Based solely on a Form 4 filed with the SEC on March 8, 2024, consists of (i) 166,567 shares of Class A common stock and (ii) 22,905,489 shares of Class B common stock directly owned by KKR Denali. Each of KKR Denali Holdings GP LLC (as the general partner of KKR Denali); KKR Americas Fund XII L.P. (as the sole member of KKR Denali Holdings GP LLC); KKR Associates Americas XII L.P. (as the general partner of KKR Americas Fund XII L.P.); KKR Americas XII Limited (as general partner of KKR Associates Americas XII L.P.); KKR Group Partnership L.P. (as sole member of KKR Americas XII Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.) and KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.); and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management LLP) may also be deemed to be the beneficial owners having shared voting power and shared investment power over the securities described in this footnote. The Voting Agreement Parties have entered into the Voting Agreement, pursuant to which two of Mr. Foroughi, Mr. Chen, and KKR Denali (one of which must be Mr. Foroughi) have the authority to direct the vote and vote the shares of all Class B common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees on all matters to be voted upon by stockholders. The principal business address of each of the entities and persons identified in this footnote, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.

  110. Methodology and Pay Ratio

    16.Based solely on a Schedule 13G filed with the SEC on February 12, 2024, reporting sole voting power with respect to 22,823,957 shares of Class A Common Stock and sole dispositive power with respect to 25,689,782 shares of Class A common stock by GQG Partners LLC. The clients of GQG Partners LLC, including investment companies registered under the Investment Company Act of 1940 and separately managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of securities reported herein. No client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of such class. 17.Based in part on a Schedule 13G filed with the SEC on October 6, 2023, reporting shared voting power and shared dispositive power with respect to 20,167,242 shares of Class A common stock by Midterm Success Limited. Midterm Success Limited is the record holder of the

  111. Methodology and Pay Ratio

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  112. Methodology and Pay Ratio

    securities reported herein. Mr. Hao Tang is the sole shareholder of Asian Creative Capital Limited, which is the sole shareholder of Midterm Success Limited. As a result of these relationships, the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein. 18.Based solely on a Schedule 13G filed with the SEC on February 9, 2024, reporting shared voting power and shared dispositive power with respect to 20,493,747 shares of Class A common stock by Angel Pride Holdings Limited (“Angel Pride”) as adjusted to give effect to our subsequent repurchase of 3,000,000 shares of Class A common stock from Angel Pride on March 7, 2024. These shares are held of record by Angel Pride, of which Ling Tang is the shareholder and sole director. Ms. Tang holds voting and investment discretion over the shares held by Angel Pride and may be deemed to share beneficial ownership over such shares. The principal business address for Angel Pride is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The address for Ling Tang is Unit 11, 22/F., Global Gateway Tower, Nos. 61 - 63 Wing Hong Street, Lai Chi Kok, Kowloon, Hong Kong. 19.Based solely on a Schedule 13G/A filed with the SEC on February 12, 2024, reporting sole voting power and sole dispositive power with respect to 19,000,000 shares of Class A common stock. 20.Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024, reporting shared voting power with respect to 68,364 shares of Class A common stock, sole dispositive power with respect to 15,211,465 shares of Class A common stock and shared dispositive power with respect to 227,263 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355.

  113. Methodology and Pay Ratio

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  114. Methodology and Pay Ratio

    Certain Relationships, Related Party and Other Transactions