DEF 14A of Lyft, Inc., Apr 25, 2024

DEF 14A of Lyft, Inc.

Filed Apr 25, 2024 · FY20230001759509-24-000055

Open on EDGAR

  1. Nominees for Director

    Nominees for Director John Zimmer. Mr. Zimmer is a co-founder of Lyft and has served as our Vice Chair since January 2019 and as a member of our board of directors since June 2010. He previously served as our President from March 2013 until June 2023 and our Chief Operating Officer from July 2008 until March 2013. Prior to co-founding Lyft, Mr. Zimmer served as an analyst in real estate finance at Lehman Brothers Holdings Inc., which was a global financial services firm. Mr. Zimmer holds a B.S. in Hotel Administration from Cornell University. Mr. Zimmer was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder and his experience as our Vice Chair and former President. David Lawee. Mr. Lawee has served as a member of our board of directors since November 2017. From January 2013 to June 2023, Mr. Lawee served as the Founder and Managing Partner of CapitalG, a growth equity fund backed by Alphabet Inc., the parent company of Google LLC, or Google, a global technology company. Prior to CapitalG, Mr. Lawee served as Google’s Vice President, Marketing and later as Google’s Vice President, Corporate Development. Prior to joining Google, Mr. Lawee co-founded numerous companies, including Xfire, Inc., an online gaming company which was acquired by Viacom Inc., and Mosaic Venture Partners, a venture capital firm. Mr. Lawee currently serves on the boards of directors of a number of privately held companies. Mr. Lawee holds a B.A. in Philosophy from the University of Western Ontario, an M.B.A from the University of Chicago and a B.C.L. from McGill University. Mr. Lawee was selected to serve on our board of directors because of his extensive experience as a seasoned investor and his knowledge of technology companies. Janey Whiteside. Ms. Whiteside has served as a member of our board of directors since July 2023. Since October 2022, Ms. Whiteside has served as a partner of the Consello Group, a financial services advisory and strategic investing platform, and the CEO of Consello’s Growth and Business Development division. Prior to joining Consello, Ms. Whiteside was Executive Vice President and Chief Customer Officer of Walmart Inc., a multinational retail corporation, from August 2018 to March 2022. From 1997 to July 2018, Ms. Whiteside served at American Express Company, a diversified financial services company, in business development, marketing and operating roles in various customer segments, including most recently as EVP & GM – Global Premium Products & Benefits and EVP & GM – Global Charge Products, Benefits & Services. Ms. Whiteside serves as a member of the Board of Directors of LendingClub Corporation, a publicly traded bank, Banyan, a privately held tech start up in the data space, and Caravan, a celebrity-brand incubator aligned with CAA. Ms. Whiteside holds an Economics and Management Studies degree (BSc Econ) from Cardiff University. Ms. Whiteside was selected to serve on our board of directors because of her significant operational experience as an executive leading consumer marketing and loyalty programs.

  2. Continuing Directors

    Continuing Directors Sean Aggarwal. Mr. Aggarwal has served as a member of our board of directors since February 2016 and was appointed as Lead Independent Director in April 2023. Mr. Aggarwal previously served as our Board Chair from January 2019 to April 2023. Since February 2022, Mr. Aggarwal has served as Co-Founder and Chairman of Borderless AI, an artificial intelligence-powered human resource management platform. Since March 2016, Mr. Aggarwal has served as the Chief Executive Officer of Soar Capital, LLC, where he focuses on investments in early-stage technology companies. Previously, Mr. Aggarwal served as the Chief Financial Officer at Trulia, Inc., an online real estate company. Prior to Trulia, Mr. Aggarwal served as the Vice President of Finance at PayPal, Inc., an online payments company, and at eBay Inc. in various finance roles including as Vice President of Finance. Prior to eBay Inc., Mr. Aggarwal served as Director of Finance at Amazon.com, Inc., an e-commerce company. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated, a financial services company. Mr. Aggarwal currently serves as a member of the board of directors of Arlo Technologies, Inc., a home security company, and Sonder Holdings Inc., a hospitality company. In addition, in the past five years, he served on the board of directors of Yatra Online, Inc., an online travel company. Mr. Aggarwal holds a Master of Management from Northwestern University, Kellogg School of Management. Mr. Aggarwal was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies, and his deep understanding of finance, financial reporting, strategy, operations and risk management. Jill Beggs. Ms. Beggs has served as a member of our board of directors since December 2023. Since November 2021, Ms. Beggs has served as the Senior Vice President and Head of North America and Global Specialty Reinsurance of Everest Group, Ltd., a leading global provider of reinsurance and insurance solutions. In her role, she leads treaty reinsurance for the US, Canada and Bermuda including property, casualty, surety, ocean marine, aviation, crop and mortgage lines of business. From April 2002 to November 2021, Ms. Beggs served in various leadership roles at Munich Re, a global provider of reinsurance, primary insurance and insurance-related risk solutions, most recently as President of Excess & Surplus Lines for Munich Re Specialty Insurance. She is a Chartered Property and Casualty Underwriter (CPCU) and earned the Associate in Reinsurance (ARe) designation. She is a member of the Association of Professional Insurance Women (APIW) and the Central NJ Chapter of the CPCU. Ms. Beggs holds a B.A. in Management with a concentration in Finance and minors in Math and Spanish from Gettysburg College. Ms. Beggs was selected to serve on our board of directors because of her significant operating experience in insurance. Ariel Cohen. Mr. Cohen has served as a member of our board of directors since March 2021. Since May 2015, Mr. Cohen has served as the Chief Executive Officer and Co-Founder of Navan, Inc., a corporate travel management and payments platform. From April 2013 to May 2015, Mr. Cohen served as Vice President, Product Management at Jive Software, Inc., a provider of social business software. From May 2012 to April 2013, Mr. Cohen served as the Chief Executive Officer and Co-Founder of StreamOnce, Inc., a business multimedia integration platform which was acquired by Jive Software, Inc. From December 2010 to May 2012, Mr. Cohen served as Senior Director, Product Management at Jive Software, Inc. Prior to Jive Software, Inc., Mr. Cohen served in various senior roles at Hewlett-Packard Company, a multinational information technology company. Mr. Cohen holds a B.A. in Economics from The College of Management Academic Studies (Colman) and an E.M.B.A. from Northwestern University, Kellogg School of Management in partnership with Tel Aviv University. Mr. Cohen was selected to serve on our board of directors because of his operational experience and technical expertise as a founder and executive of multiple technology companies, as well as his experience in senior leadership positions in product management. Betsey Stevenson. Ms. Stevenson has served as a member of our board of directors since November 2023. Since September 2019, Ms. Stevenson has served as a Professor of Economics and Public Policy at the University of Michigan Gerald R. Ford School of Public Policy. From September 2012 to September 2019, she was an Associate Professor of Public Policy and Economics with tenure. She was on leave from the University of Michigan from July 2013 to August 2015 to serve as a Member on the Council of Economic Advisers for The White House. Prior to The White House, Ms. Stevenson served as the Chief Economist for the U.S. Department of Labor, and as an Assistant Professor at the University of Pennsylvania Wharton School. Ms. Stevenson is the co-author of several economics textbooks published by Macmillan Learning. She is a columnist for Bloomberg and a frequent speaker on the economy. Ms. Stevenson holds a B.A. in Economics and Mathematics from Wellesley College and an M.A. and Ph.D. in Economics from Harvard University. Ms. Stevenson was selected to serve on our board of directors because of her significant experience in economics and public policy. David Risher. Mr. Risher has served as our Chief Executive Officer since April 2023 and as a member of our board of directors since July 2021. Mr. Risher co-founded Worldreader, a non-profit organization, and has served as its Chief Executive Officer from November 2009 until April 2023 and as Board President since March 2010. Prior to Worldreader, Mr. Risher served as Senior Vice President, US Retail at Amazon.com, Inc., an e-commerce company. Prior to joining Amazon, he served as a General Manager at Microsoft Corporation, a software company. Mr. Risher currently serves on the boards of directors of several privately-held and non-profit companies. Mr. Risher holds a B.A. in Comparative Literature from Princeton University, an M.B.A. from Harvard Business School and an honorary Ph.D. from Wilson College. Mr. Risher was selected to serve on our board of directors because of his operational and leadership experience as a founder and executive, as well as his experience in senior leadership roles at scaled technology companies. He also provides valuable insight in his current capacity as our Chief Executive Officer. Logan Green. Mr. Green is a co-founder of Lyft and has served as a member of our board of directors since our founding. Mr. Green was appointed Board Chair in April 2023. He served as our Chief Executive Officer from our founding until April 2023. Prior to co-founding Lyft, Mr. Green created the first car-share program at the University of California, Santa Barbara and served on the Board of the Santa Barbara Metropolitan Transit District. Mr. Green currently serves as a member of the board of directors of eBay Inc., an online marketplace and payments company. Mr. Green holds a B.A. in Business Economics from the University of California, Santa Barbara. Mr. Green was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder and his experience as our Board Chair and former Chief Executive Officer.

  3. Continuing Directors

    Dave Stephenson. Mr. Stephenson has served as a member of our board of directors since February 2023. Mr. Stephenson is the Chief Business Officer and Head of Employee Experience of Airbnb, Inc., a vacation rental online marketplace company. Mr. Stephenson has been the Chief Business Officer since January 2024 and the Head of Employee Experience since August 2021. Mr. Stephenson was previously the Chief Financial Officer of Airbnb from January 2019 to February 2024. Prior to joining Airbnb, Mr. Stephenson spent 17 years at Amazon.com, Inc., where he was most recently Vice President and Chief Financial Officer of their Worldwide Consumer Organization from June 2015 to December 2018. Before that, from September 2013 to June 2015, Mr. Stephenson was the Chief Financial Officer of Amazon’s International Consumer business and led finance across many areas of the company. Mr. Stephenson served as President and Chief Financial Officer of Big Fish Games, Inc., a gaming company, from September 2011 to September 2013. Mr. Stephenson holds a B.S. in Industrial and Management Engineering from Montana State University and an M.B.A. from the University of Iowa. Mr. Stephenson was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies, and his deep understanding of finance, financial reporting, strategy, operations and risk management.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. Although our board of directors does not have a formal written diversity policy with respect to the evaluation of director candidates, in its evaluation of director candidates, our nominating and corporate governance committee considers factors including, without limitation, issues of character, integrity, judgment, potential conflicts of interest, other commitments and diversity, and with respect to diversity, such factors as gender, race, ethnicity and experience, area of expertise, as well as other individual qualities and attributes that contribute to the total diversity of viewpoints and experience represented on the board of directors. Nominees must also have the highest personal and professional ethics and integrity and the ability to assist and support our management team based on proven achievement and leadership in the companies or institutions with which they are affiliated. Director candidates must understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of directors and 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. Our nominating and corporate governance committee also considers the above factors and other factors as it oversees the annual board of directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

  5. Director Compensation

    Director Compensation In January 2019, our board of directors adopted, and our stockholders approved, a compensation policy for our non-employee directors (“Outside Director Compensation Policy”) that became effective upon the effective date of our registration statement in connection with our initial public offering (“IPO”). Our Outside Director Compensation Policy was developed with input from our independent compensation consultant, Pay Governance LLC (“Pay Governance”), regarding practices and compensation levels at the same group of peer companies used for executive compensation comparisons, and is intended to attract, retain, and reward non-employee directors. Our board of directors last amended our Outside Director Compensation Policy in March 2022 to allow our non-employee directors to voluntarily elect to receive their quarterly cash fees in fully-vested restricted stock units (“RSUs”). We believe our Outside Director Compensation Policy provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide. Based on analysis performed in 2022 by Pay Governance, our director compensation remains competitive with the compensation paid by our peer group companies to their non-employee directors. Additional information on the peer group for fiscal 2023 can be found in the section titled “Comparative Market Data (Peer Group)” on page 30 of this proxy statement. For 2023, the compensation paid to our non-employee directors consisted of an annual cash retainer for membership on the board of directors, additional cash retainers based on their Committee/Chair responsibilities, the option to receive an equity award in lieu of cash retainers, and an annual equity award in the form of RSUs as described in greater detail below.

  6. Other Non-employee Director Compensation and Expense Reimbursement Policies

    Other Non-employee Director Compensation and Expense Reimbursement Policies

  7. Non-Employee Director Compensation for Mr. Green and Mr. Zimmer

    Non-Employee Director Compensation for Mr. Green and Mr. Zimmer As previously announced, Mr. Green became a non-employee director on April 17, 2023 due to his transition from an employee on that date, and Mr. Zimmer became a non-employee director on June 30, 2023 due to his transition from an employee on that date. For their service as non-employee directors, Mr. Green and Mr. Zimmer each receive the standard compensation for non-employee directors described above (or as the Board may determine from time to time in the future). However, Mr. Green and Mr. Zimmer were not granted an Annual Award under our Outside Director Compensation Policy for 2023. They instead were granted on the date of the 2023 Annual Meeting, an award of restricted stock units on terms substantially similar to the Annual Award, including a grant date fair value of $260,000 each (determined in accordance with GAAP) and vesting in the same manner as an Annual Award under our Outside Director Compensation Policy such that 25% of the shares subject to the award on each of the Company’s first four standard quarterly vesting dates occurring after the date of the 2023 annual meeting of stockholders, except that the final vesting date of each 2023 RSU Award will occur no later than the day prior to the date of the 2024 Annual Meeting. Mr. Green and Mr. Zimmer also entered into agreements to provide transition services to the Company for one year each as non-employee advisors. Please see the discussion in “Co-Founder Transitions” in the Compensation Discussion & Analysis section of this proxy statement for more detail on the compensation to be provided for the transition services.

  8. Non-Employee Director Compensation Table for Fiscal 2023

    Non-Employee Director Compensation Table for Fiscal 2023 Our directors who also serve as executive officers do not receive any additional compensation for their services as directors. For the year ended December 31, 2023, each of Messrs. Risher, Green and Zimmer were executive officers for part of the year and non-employee directors for the remainder of the year. The compensation received by Messrs. Risher, Green and Zimmer as employees for the year ended December 31, 2023 is set forth in the “Summary Compensation Table” on page 45 of this proxy statement. The compensation that Messrs. Risher, Green and Zimmer each received for their service as non-employee directors is shown in the table below. The following table provides information regarding the compensation received for services rendered to us by our non-employee directors for the year ended December 31, 2023:

  9. Non-Employee Director Compensation Table for Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sean Aggarwal | 94,508 | 260,005 | 173 | 354,686 | | Jill Beggs | 136 | 108,333 | — | 108,469 | | Ariel Cohen | 48,490(4) | 260,005 | 107 | 308,602 | | Logan Green | 63,544 | 260,005 | — | 323,549 | | Valerie Jarrett | 43,043 | 260,005 | — | 303,048 | | David Lawee | 64,362(4) | 260,005 | — | 324,367 | | Ann Miura-Ko | 23,401(4) | — | — | 23,401 | | David Risher | 13,046(4) | — | — | 13,046 | | Dave Stephenson | 56,026(4) | 346,668 | — | 402,694 | | Betsey Stevenson | 5,625 | 130,000 | — | 135,625 | | Janey Whiteside | 21,390(4) | 216,667 | — | 238,057 | | Maggie Wilderotter | 44,004 | 260,005 | — | 304,009 | | John Zimmer | 20,110 | 260,005 | 9 | 280,124 |

  10. Non-Employee Director Compensation Table for Fiscal 2023

    (1)Represents a partial year of the board of directors and committee cash compensation for Mses. Miura-Ko, Jarrett and Wilderotter. Ms. Miura-Ko did not stand for re-election at our annual meeting of stockholders in June 2023, and Mses. Jarrett and Wilderotter each resigned from our board of directors in October 2023. Represents a partial year of the board of directors and committee cash compensation for Mr. Stephenson and Mses. Whiteside, Stevenson and Beggs as they were appointed during 2023. Mr. Stephenson and Mses. Whiteside, Stevenson and Beggs were appointed to our board of directors in February, July, November and December of 2023, respectively. Represents a partial year of the board of directors cash compensation for Mr. Risher as he became an executive officer in April 2023. Represents a partial year of the board of directors cash compensation for Mr. Green and Mr. Zimmer as they became non-employee directors in April and June of 2023, respectively. (2)Represents the grant date fair value of the RSUs calculated in accordance with ASC Topic 718. The grant date fair value was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant. (3)Reflects Lyft Pink membership benefits. (4)Messrs. Cohen, Lawee, Risher and Stephenson and Mses. Miura-Ko and Whiteside elected to receive all or a portion of their cash retainers in the form of fully vested RSU awards. Accordingly, in lieu of their respective retainers for any portion of 2023 or January 2024, Mr. Cohen received 4,452 RSUs with a total grant fair value of $48,490, Mr. Lawee received 5,891 RSUs with a total grant date fair value of $64,362, Mr. Risher received 1,136 RSUs with a total grant date fair value of $11,178, Mr. Stephenson received 4,236 RSUs with a total grant date fair value of $47,832, Ms. Miura-Ko received 1,296 RSUs with a total grant date fair value of $12,753, and Ms. Whiteside received 1,045 RSUs with a total grant date fair value of $13,219. The retainer that each director elected to receive in RSUs is reported as though they had been paid in cash and such retainer had not been converted into RSUs. This footnote does not include any RSUs granted in January 2023 in lieu of their cash retainers earned by directors for service during the fourth quarter of 2022. The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2023 with respect to compensation they have received as non-employee directors. Please see the “Outstanding Equity Awards at 2023 Year-End” table on page 48 of this proxy statement for all equity awards held by Messrs. Green, Risher and Zimmer:

  11. Non-Employee Director Compensation Table for Fiscal 2023

    | Name | Grant Date(1) | Number of Shares of Stock or Units (#) | | Sean Aggarwal | 6/15/2023 | 12,323 | | Jill Beggs | 12/31/2023(2) | 7,227 | | Ariel Cohen | 6/15/2023 | 12,323 | | Logan Green | 6/15/2023 | 12,323 | | David Lawee | 6/15/2023 | 12,323 | | David Stephenson | 6/15/2023 | 12,323 | | Betsey Stevenson | 11/16/2023(3) | 12,500 | | Janey Whiteside | 7/31/2023(4) | 11,364 | | John Zimmer | 6/15/2023 | 12,323 |

  12. Non-Employee Director Compensation Table for Fiscal 2023

    (1)Unless otherwise indicated, 25% of shares of our Class A common stock underlying the RSUs vest on each of the first four quarterly vesting dates occurring after May 20, 2023, except that the fourth quarterly vesting date shall occur no later than the day prior to the date of the 2024 annual meeting. Quarterly vesting dates are each of February 20, May 20, August 20, and November 20. (2)This award will vest and settle in one quarterly installment on May 20, 2024, subject to continued service with Lyft on the vesting date. (3)This award will vest and settle in two equal quarterly installments beginning on February 20, 2024, subject to continued service with Lyft on the vesting date. (4)This award will vest and settle in three equal quarterly installments beginning on November 20, 2023, subject to continued service with Lyft on the vesting date.

  13. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our board of directors is currently composed of ten members. We have a classified board of directors consisting of two classes with three directors and one class with four directors, each serving staggered three-year terms. At each annual meeting of stockholders, directors of our board of directors shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal.

  14. Executive Summary

    Executive Summary Our approach to executive compensation continues to reflect our goals of attracting and retaining the most dynamic, innovative and skilled talent in a highly-competitive market, against both start-ups and larger, well-established technology companies. Our employees and executives are customer-obsessed and driven by our purpose: getting riders out into the world so they can live their lives together, and providing drivers a way to work that gives them control over their time and money. Additionally, we strive to maintain a simple, fair and easy to understand executive compensation program that provides total compensation opportunities informed by our competitive market, and tailored to account for the specific needs and responsibilities of each position as well as the unique qualifications of each executive and their contributions to our business. For 2023, the primary components of the compensation paid to our NEOs continued to be base salary and equity, and we continued our practice of not having a formal cash bonus program broadly applicable to our NEOs. In 2023, we provided for a short-term cash bonus opportunity to Ms. Sverchek in connection with her promotion to President and certain cash bonus compensation for Mr. Risher and Ms. Brewer in connection with their new hire compensation arrangements (described further below). We balance our more limited cash compensation opportunities with the emphasis we place on equity compensation, which also aligns the interests of our NEOs with those of our stockholders and supports our focus on delivering long-term shareholder value. Highlights of our equity program include: •2023 annual equity awards granted to our NEOs were in the form of both time-based RSUs that vest over three years and performance-based RSUs (“PSUs”), which have a four-year performance period. •Mr. Risher received a PSU award with a five-year performance period upon his appointment as our Chief Executive Officer. The Board and Compensation Committee currently intend for this award to be the sole equity award for the initial four-year term of his employment, unless there are future unexpected changes in the Company’s business or other unforeseen factors that the Board or Compensation Committee determine would make it in the best interest of the Company and its stockholders to grant additional equity award(s) to him. Mr. Risher commenced his service at Lyft on April 17, 2023, and consistent with the terms of his employment contract, was not eligible for an annual equity award for 2023. •Ms. Brewer received one RSU and one PSU award upon her appointment as our Chief Financial Officer. Ms. Brewer commenced her service at Lyft on July 10, 2023, and was not eligible for an annual equity award for 2023. Additional information on the equity awards granted to our NEOs in 2023 can be found in the sections titled “2023 Equity Awards to Continuing NEOs” on page 32 and “2023 Equity Awards to New Hire NEOs” on page 34 of this proxy statement. The table below shows the 2023 pay mix between base salaries, cash bonus, the grant date fair values of equity awards granted in 2023, and the non-equity incentive plan compensation for our NEOs that are set forth in the “Summary Compensation Table” on page 45 of this proxy statement.

  15. Executive Summary

    | Name | Base Salary (%) | Cash Bonus (%) | Equity (%) | Non-Equity Incentive Plan Compensation (%) | | David Risher | 0.7% | 5.4% | 93.9% | 0.0% | | Kristin Sverchek | 9.8% | 0.0% | 80.4% | 9.8% | | Erin Brewer | 1.4% | 1.5% | 97.1% | 0.0% | | Logan Green | 43.9% | 0.0% | 56.1% | 0.0% | | John Zimmer | 49.4% | 0.0% | 50.6% | 0.0% | | Elaine Paul | 100.0% | 0.0% | 0.0% | 0.0% | | Lisa Blackwood-Kapral | 19.3% | 3.6% | 77.1% | 0.0% | | Ashwin Raj | 100.0% | 0.0% | 0.0% | 0.0% |

  16. Comparative Market Data (Peer Group)

    Comparative Market Data (Peer Group) In making its recommendation to the board of directors on compensation arrangements for our NEOs, the Compensation Committee reviews market data for executive compensation using relevant published survey data as well as compensation data from the proxy statements of our peer group, discussed below. Each year our Compensation Committee reviews, with assistance from Pay Governance and input from management, the current compensation peer group and selection criteria used for determining the peer group. While the Compensation Committee believes there is value in understanding market practices for similarly-sized public companies, the Compensation Committee also recognizes that we are a company with a transformative business model and that there are a limited number of directly comparable companies of similar size to Lyft. In addition, we compete in a highly-competitive talent market for executive, engineering and other key talent against both start-ups and larger, well-established technology companies. Based on our experience, we do not believe non-technology companies in industries like transportation and logistics are the appropriate comparators for our business. Given these factors, in reviewing our peer group, the Compensation Committee focused on U.S. publicly-traded technology companies based on the following targeted selection criteria:

  17. Comparative Market Data (Peer Group)

    | Criteria | Detail | | Revenue | Approximately 33% to 300% of Lyft’s revenue | | Market Capitalization | Approximately 25% to 400% of Lyft’s market cap | | Headcount | 0.33x to 3.0x of Lyft’s headcount | | Location | Preference for companies principally located in the San Francisco Bay Area |

  18. Comparative Market Data (Peer Group)

    In response to the volatility of the trading prices of our Class A common stock and the decline in our market capitalization during 2022, in January 2023, the Compensation Committee made significant changes to our peer group for fiscal 2023. These changes were designed to provide the Compensation Committee with an understanding of the competitive range of compensation opportunities and practices of companies with similar market capitalizations to ours, which we believe has a strong correlation with executive compensation opportunities in the high-growth technology sector. At the time the fiscal 2023 peer group was developed, our market capitalization approximated the median of the new peer group and our annual revenue was above the 75th percentile of the new peer group. The 28 companies selected as our peer group for fiscal 2023 are listed below:

  19. Comparative Market Data (Peer Group)

    | Affirm, Inc. | Etsy, Inc. | Pure Storage, Inc. | Tripadvisor, Inc. | | Alteryx, Inc. | Five9, Inc. | RingCentral, Inc. | Teladoc Health, Inc. | | AppFolio, Inc. | GoDaddy, Inc. | Shutterstock, Inc. | Viasat, Inc. | | Asana, Inc. | Guidewire Software, Inc. | Smartsheet Inc. | Workiva Inc. | | Box, Inc. | New Relic, Inc. | SoFi Technologies, Inc. | Yelp Inc. | | Coupa Software, Inc. | Nutanix, Inc. | Squarespace, Inc. | Zillow Group, Inc. | | Dropbox, Inc. | Overstock.com, Inc. | Toast, Inc. | ZipRecruiter, Inc. |

  20. Comparative Market Data (Peer Group)

    In October 2023, the Compensation Committee revised the peer group for fiscal 2024 to exclude Coupa Software, Inc. because it was acquired, New Relic, Inc. because it was under agreement to be taken private, as well as Overstock.com, Inc., Smartsheet Inc. and Workiva Inc., based on factors including revenue size and location and to add Carvana Co. and Compass, Inc. as additional peers, based on the selection criteria described above.

  21. Stockholder Advisory Vote

    Stockholder Advisory Vote Our board of directors has determined to hold an advisory vote on our executive compensation program on an annual basis. This provides our stockholders with an opportunity to provide feedback on our executive compensation program each year. At our annual stockholder meeting in 2023, approximately 77% of our stockholders voted in support of the program. In prior years, we received higher levels of support from our stockholders regarding our executive compensation program, averaging 96.7% support since our first advisory votes on our executive compensation at our annual stockholder meetings during 2020, 2021 and 2022. Our Compensation Committee believes the lower level of support occurred in part due to our limited use of performance-based equity in 2022 as well as the leadership transitions that occurred in early 2023 and the new hire compensation provided to incentivize our new executive officers to join Lyft. While the vast majority of the executive compensation decisions for fiscal 2023 occurred prior to the annual stockholder meeting in June of 2023, our Compensation Committee considered these results and increased the percentage of annual equity award grants awarded in performance-based equity awards to our participating NEOs to 50% of their target award values. Our new CEO, who received a 100% performance-based new hire equity award in fiscal 2023 is not expected to receive additional awards during the initial four-year term of his employment and did not receive an annual equity award in either fiscal 2023 or for fiscal 2024.

  22. Cash Bonus

    Cash Bonus We did not establish a corporate bonus plan for fiscal 2023. All of the cash bonus payments to our NEOs related to our fiscal 2023 were made in connection with new-hire compensation packages for our new CEO and CFO, in connection with performance for Ms. Sverchek and in connection with Ms. Blackwood-Kapral’s service as interim CFO as further described below. On March 27, 2023, we entered into an Employment Letter with Mr. Risher (the “CEO Employment Letter”) for Mr. Risher to serve as the Company’s Chief Executive Officer. Pursuant to the CEO Employment Letter, Mr. Risher received a signing bonus of $3,250,000. If prior to the twelve-month anniversary of his start date, Mr. Risher had voluntarily terminated his employment with us, his employment was terminated as a result of death or disability or his employment was terminated by us for cause (as defined in the Executive Severance Plan described below), he would have been required to repay a pro rata portion (based upon the number of months actually worked) of the gross amount of the signing bonus to us within ninety (90) days of the end of his employment. Pursuant to the CEO Employment Letter, Mr. Risher also received a bonus of $1,000,000 following the conclusion of our fiscal year 2023. Consistent with his intentions outlined in the CEO Employment Letter, Mr. Risher has committed approximately 94% of these bonus amounts ($4,000,000 of the $4,250,000) to Worldreader, the non-profit organization he co-founded and led prior to joining Lyft as CEO. Beginning in our fiscal 2024, the CEO Employment Letter provides that Mr. Risher will be eligible for a target annual cash bonus opportunity equal to one hundred percent (100%) of his annual Base Salary for each fiscal year. The fiscal 2024 cash bonus opportunity could range from 0% to 150% of the target amount based on attainment of the performance metrics approved by the Board and Compensation Committee. In July 2023, pursuant to the Brewer Employment Letter, Ms. Brewer received a signing bonus of $650,000, half of which was paid within thirty (30) days of her start date, and the other half to be paid within 30 days of the twelve-month anniversary of her start date in 2024. If prior to the twelve-month anniversary of her start date, Ms. Brewer voluntarily terminates her employment with us, her employment terminates as a result of death or disability or her employment terminates by us for cause (as defined in the Executive Severance Plan described below), she will be required to repay a pro rata portion (based upon the number of months actually worked) of the first one-half of the signing bonus to us within ninety (90) days of the end of her employment. In connection with Ms. Blackwood-Kapral’s service as interim CFO and principal financial officer, Ms. Blackwood-Kapral received a $75,000 one time bonus.

  23. Non-Equity Incentive Plan Compensation

    Non-Equity Incentive Plan Compensation On April 26, 2023, the Company entered into a letter agreement with Kristin Sverchek, pursuant to which Ms. Sverchek became the Company’s President on July 1, 2023. following the effective date of Mr. Zimmer’s transition from employment with the Company. Pursuant to the letter agreement, Ms. Sverchek received a performance-based retention bonus of 100% of her base salary as in effect on December 31, 2023. The bonus was subject to the achievement of performance goals approved by the Compensation Committee, which related to annual cost savings targets attainment, revenue in a business unit and development of human resource assets that were required to be achieved during fiscal year 2023. In 2023, Ms. Sverchek achieved a performance above the target level set by the Compensation Committee for annual costs savings (excluding growth budget savings) and a certain level of year-over-year increase in revenue for a business unit. Ms. Sverchek also provided continued leadership for the marketing function both prior to and following the departure of the Chief Marketing Officer while maintaining continuity for her leadership team. Additional details regarding the performance goals under Ms. Sverchek’s bonus have not been disclosed, as the Company considers such performance goals to include confidential, competitively sensitive information. Disclosing such details could cause competitive harm to the Company by providing competitors with insight into our business strategy and initiatives, to our competitors’ advantage and to the detriment of the Company and its stockholders. The Compensation Committee believed that the performance goals under Ms. Sverchek’s bonus were highly rigorous and would require significant effort to achieve. Further, achieving the goals necessitated Ms. Sverchek simultaneously to integrate quickly into her new role as the Company’s President while supporting seamless transition from her prior role, as well as adeptly lead and motivate the team newly reporting to her in executing on such goals. This added further layers of difficulty to the achievement of the performance goals within the specified performance period.

  24. 2023 Equity Awards to Continuing NEOs

    2023 Equity Awards to Continuing NEOs We have historically used equity compensation as our primary element of compensation and to differentiate compensation levels among our NEOs, other than our Co-Founders. We believe that emphasizing equity compensation for our NEOs encourages them to have a long-term focus since the value of their equity compensation depends on the performance of our stock over multiple years. The size of equity awards is determined by the Compensation Committee and board of directors after consideration of market data, input from our CEO as well as the scope of responsibilities of each NEO and their impact on our business. In 2023, we shifted from using 100% time-based RSUs for our NEOs (other than our Co-Founders) to using a combination of time-based RSUs and PSUs. For 2023, PSUs tied to specific stock price goals represented up to 30% of the target value of the awards granted to Ms. Sverchek, our President, and Ms. Blackwood-Kapral, our Chief Accounting Officer. This approach was selected based on a desire to further strengthen the alignment between pay and performance for our NEOs and to create alignment between the compensation program of our new CEO and our other NEOs. For NEOs who received annual equity awards in fiscal 2024, we continued to increase the emphasis on PSUs to 50% of each NEOs target annual equity value. The Compensation Committee intends to make performance-based awards a recurring feature of our compensation program in order to further align executive compensation and stockholder returns. PSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder. The RSUs granted in connection with our 2023 annual equity award program vest based on NEO's continued employment in twelve equal installments over a three-year period in accordance with the Company’s standard quarterly vesting schedule. The PSUs granted in connection with our 2023 equity award program are 100% performance-based. The PSUs become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods set forth below. To earn 100% of the PSUs would require our stock price to appreciate by approximately 100% from the date of grant. The following table shows a summary of each tranche and the applicable stock price goal. For our NEOs who received PSUs in connection with our 2023 equity award program, 25% of their PSUs were eligible to be earned based on attainment of each of the four stock price goals. In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date and the date the Compensation Committee certifies the attainment of the applicable performance condition.

  25. 2023 Equity Awards to Continuing NEOs

    | Tranche | Performance Period (measured from the date of grant) | % of PSUs | Performance Condition (Price per Share) | | 1 | Two years | 25% | $12.50 | | 2 | Three years | 25% | $15.00 | | 3 | Four years | 25% | $17.50 | | 4 | Four years | 25% | $20.00 |

  26. 2023 Equity Awards to Continuing NEOs

    The stock price targets of $12.50 for the first tranche and $15.00 for the second tranche were achieved during the first quarter of 2024. If the average closing price of the Company’s Class A common stock fails to reach the stock price goal for a particular tranche of the PSUs over a consecutive 90 calendar day period during a performance period, or if the participant terminates service to the Company before achieving a performance condition, no portion of that tranche will vest (except in the limited circumstances described below for a qualifying termination of employment within three months prior to a Change in Control (as defined in our 2019 Plan)). The stock price goals and number of shares of the Company’s Class A common stock underlying the PSUs will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events under our 2019 Plan.

  27. 2023 Equity Awards to New Hire NEOs

    2023 Equity Awards to New Hire NEOs In March 2023, upon his appointment as our CEO, Mr. Risher received a PSU award covering a maximum of 12,250,000 shares of Class A common stock assuming all performance goals are achieved. The award is broken up into nine share price targets over a five-year performance period. The Board and Compensation Committee currently intend for this PSU award to be the sole equity award that Mr. Risher receives during his initial term of four years, unless in the future there are unexpected changes in the Company’s business or other unforeseen factors that the Board or Compensation Committee determine would make it in the best interest of the Company and its stockholders to grant additional equity award(s) to him. For a description of this award and the specific performance metrics, please see “CEO Employment Letter” below. In July 2023, upon her appointment as our Chief Financial Officer, Ms. Brewer received an RSU award intended to equal 60% of her target equity value. Using the 20-day average stock price from her start date, Ms. Brewer’s RSU award covered 1,064,039 shares of Class A common stock that vests quarterly over three years beginning on August 20, 2023, based on continued employment. In addition, Ms. Brewer also received a PSU award which was intended to equal the remaining 40% of her intended equity value. Using the Company’s standard methodology by the Committee, Ms. Brewer’s PSU award covered a maximum of 909,091 shares of our Class A common stock. The PSU award is subject to the same terms and conditions as the 2023 PSU awards granted to Ms. Sverchek and Ms. Blackwood-Kapral described above, provided that the start date for the performance periods under Ms. Brewer’s PSU award is July 25, 2023. Based on the grant date fair value, Ms. Brewer’s percentage mix of RSUs and PSUs was 58% to 42% respectively. The size of the awards were determined based on an arms length negotiation after considering: her experience, market data reflecting initial compensation packages of other recently hired chief financial officers as well as annual compensation levels for chief financial officers of our peer companies. Ms. Brewer commenced her service at Lyft on July 10, 2023, and was not eligible for an annual equity award for 2023. The following table shows the grant date fair values of equity awards granted to our NEOs in 2023. The values our NEOs may realize from these awards depend on our stock price as these awards vest and settle over the vesting period, and may be different than the value below.

  28. 2023 Equity Awards to New Hire NEOs

    | | Grant Date Fair Value(1) | | | | | | | | | Name | CEO/CFO Performance PSU(3) | Promotion RSU(2) | Promotion PSU(3) | New Hire RSU(2) | Transition RSU(2) | Annual RSU (NEO/Director)(2) | Annual PSU(3) | Total | | David Risher | 73,322,375 | - | - | - | - | 22,435(4) | - | 73,344,810 | | Kristin Sverchek | - | 3,615,106 | 1,718,926 | - | - | - | - | 5,334,032 | | Erin Brewer | 8,956,819 | - | - | 12,300,291 | - | - | - | 21,257,110 | | Logan Green | - | - | - | - | 260,005 | - | - | 260,005 | | John Zimmer | - | - | - | - | 260,005 | - | - | 260,005 | | Elaine Paul | - | - | - | - | - | - | - | - | | Lisa Blackwood-Kapral | - | - | - | - | - | 1,084,536 | 515,675 | 1,600,211 | | Ashwin Raj | - | - | - | - | - | - | - | - |

  29. 2023 Equity Awards to New Hire NEOs

    (1)Amounts reported represent the grant date fair value of the equity awards calculated in accordance with ASC Topic 718 considering any valuation assumptions discussed in Note 2 "Summary of Significant Accounting Policies - Stock-based Compensation" and Note 11 "Common Stock and Employee Stock Plans" in the footnotes of our Annual Report on Form 10-K for the year ended December 31, 2023. (2)The grant date fair value was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant. (3)The grant date fair value of these equity awards ranges from $5.99 to $9.85 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions such as the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. (4)Represents a partial year of the board of directors equity compensation for Mr. Risher, as he became an executive officer in April 2023. Mr. Risher also elected to receive a portion of his director fees for 2022 in the form of RSUs which were granted in 2023.

  30. Green and Zimmer Transition Agreements

    Green and Zimmer Transition Agreements On March 27, 2023, we entered into a transition agreement with each of Messrs. Green and Zimmer (each, a “Founder Transition Agreement”), pursuant to which Mr. Green transitioned from his role as CEO of the Company, effective as of April 17, 2023, and Mr. Zimmer transitioned from his role as President of the Company, effective as of June 30, 2023. Under the Founder Transition Agreements, each of Messrs. Green and Zimmer will serve as a non-employee advisor to the Company for a period of one year following the date he ceases to be an employee of the Company. As compensation for such advisory services, each will receive cash payments of $450,000 (equal to their final base salaries as employees) and cash payments equal to the sum of the cost of premiums for 12 months of continued COBRA coverage. Any equity awards held by Messrs. Green and Zimmer will continue to vest pursuant to the pre-existing terms of their original award agreements so long as Mr. Green or Mr. Zimmer, as applicable, remains a service provider to the Company. Any equity awards subject to time-based vesting conditions, will be subject to 100% vesting acceleration in the event of termination of service from the board of directors, other than by reason of voluntary resignation from the board of directors. Equity awards subject to performance-based vesting conditions will vest only to the extent that the applicable performance goals are achieved before Mr. Green or Mr. Zimmer (as applicable) ceases to be a service provider. In addition, each of Messrs. Green and Zimmer was granted RSUs with a grant date fair value of $260,000, rounded to the nearest whole share, effective as of the date of our 2023 annual meeting of stockholders. These RSU awards are in the same amount and will vest in the same manner as an Annual Award under our Outside Director Compensation Policy, and vest as to 25% of the shares subject to the award on each of our first four quarterly vesting dates occurring after the date of the 2023 annual meeting of stockholders, except that the fourth quarterly vesting date of each award shall occur no later than the day prior to the date of the Company’s 2024 annual meeting of stockholders, in each case, subject to continued service to us through such date. These awards are subject to 100% vesting acceleration in the event of a Change in Control (as defined in our 2019 Plan and as described under the section titled “Potential Payments Upon Termination or Change in Control” on page 50 of this proxy statement). Each of Messrs. Green and Zimmer also generally will receive the compensation payable under the Company’s Outside Director Compensation Policy for their service as non-employee directors. See the “Director Compensation” section of this proxy statement for more detail. Neither Mr. Green nor Mr. Zimmer is entitled to severance benefits under the Executive Severance Plan and each of them has forfeited their right to receive any benefits under the Death/Disability Benefit Policy, effective as of their transitions from employment with the Company.

  31. CEO Employment Letter

    | Tranche | Company Stock Target Price | Price Increase over Base Price | PSUs Eligible to Vest | | 1 | $15.00 | 50% | 1,225,000 | | 2 | $20.00 | 100% | 1,225,000 | | 3 | $25.00 | 150% | 1,470,000 | | 4 | $30.00 | 200% | 1,470,000 | | 5 | $40.00 | 300% | 1,715,000 | | 6 | $50.00 | 400% | 1,715,000 | | 7 | $60.00 | 500% | 1,102,500 | | 8 | $70.00 | 600% | 1,102,500 | | 9 | $80.00 | 700% | 1,225,000 | | Total | | | 12,250,000 |

  32. Letter Agreement

    Letter Agreement On April 26, 2023, the Company entered into a letter agreement with Kristin Sverchek, pursuant to which Ms. Sverchek became the Company’s President following the effective date of Mr. Zimmer’s transition from employment with the Company. Pursuant to the letter agreement, Ms. Sverchek received a performance-based retention bonus of 100% of her base salary as in effect on December 31, 2023. The bonus was subject to the achievement of performance goals approved by the Compensation Committee, which related to annual costs savings, revenue in a business unit and development of human resource assets. Ms. Sverchek’s preexisting severance benefits under the Executive Severance Plan were temporarily increased through June 30, 2024 (the “Enhanced Severance”). Under the terms of the Enhanced Severance and the Executive Severance Plan, if Ms. Sverchek’s employment is terminated without “cause” or she voluntarily resigns with “good reason” (as each term is defined in the Executive Severance Plan, and in either case, occurring before July 1, 2024, and not in connection a change in control), she is eligible to receive a lump sum cash payment equal to 100% of her annual salary and target bonus and 100% vesting of the unvested portion of the RSUs described below, provided that Ms. Sverchek’s eligibility for continued medical benefits remains at its current level under the Executive Severance Plan. After June 30, 2024, Ms. Sverchek’s severance benefits under the Executive Severance Plan will return to the level in effect immediately prior to the Enhanced Severance becoming effective.

  33. Equity Awards

    Equity Awards Pursuant to her letter agreement, Ms. Sverchek was granted both (i) an award of PSUs covering 213,068 shares of the Company’s Class A common stock; and (ii) an award of RSUs covering 359,712 shares of the Company’s Class A common stock. For further details, please see the “2023 Equity Awards to Continuing NEOs”. In the event of a Change in Control (as defined in our 2019 Plan and as described under the section titled “Potential Payments Upon Termination or Change in Control” on page 50 of this proxy statement) of the Company before the end of a performance period, the price in the Change in Control will be used to determine performance of performance condition(s). For the single tranche (if any) that has a performance condition that is immediately above the Change in Control price (and to the extent not previously achieved), linear interpolation will be used to provide prorated vesting of that tranche. Immediately prior to the closing of the Change in Control, all PSUs earned based on the Change in Control price will vest and any unearned PSUs will be forfeited. In the event of termination of a participant’s employment for any reason, any PSUs for which a performance condition has not been achieved generally will be forfeited to the Company upon termination. If, within three months prior to a Change in Control, Ms. Sverchek experiences a termination of employment by the Company without Cause (and not due to death or disability), or if Ms. Sverchek resigns with Good Reason, any unearned PSUs will remain outstanding and eligible to vest based on the achievement of performance conditions based on the Change in Control Price, as described above. The PSUs will be subject to our Clawback Policy, as amended on October 2, 2023, as it may be further amended from time to time in order to comply with the requirements of applicable law or the rules of the stock exchange upon which the Company’s Class A common stock is listed.

  34. Equity Awards

    Equity Awards As noted above, the Compensation Committee intends to make performance-based awards a recurring feature of our compensation program in order to further align executive compensation and stockholder returns. Accordingly, pursuant to the CFO Employment Letter, Ms. Brewer was granted both (i) an award of PSUs covering 909,091 shares of Class A common stock; and (ii) an award of RSUs covering 1,064,039 shares of Class A common stock. Each of these awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder. For further details, please see the “2023 Equity Awards to New Hire NEOs” section above.

  35. Paul and Raj Separation Agreements

    Paul and Raj Separation Agreements In May 2023, we entered into a separation agreement with each of Ms. Paul and Mr. Raj, pursuant to which Ms. Paul transitioned from her role as Chief Financial Officer of the Company, effective as of May 19, 2023, and Mr. Raj transitioned from his role as Executive Vice President, Head of Rideshare of the Company, effective as of May 22, 2023 (each a “Separation Date”). Pursuant to the terms of their agreements, Ms. Paul and Mr. Raj each received a $325,000 lump-sum cash payment (which was equal to approximately 6 months of their annual base salary) and a lump-sum cash payment equal to the sum of the cost of COBRA premiums for 6 months, and transitioned to a consulting position in May 2023, pursuant to which they provided advisory services to the Company following their resignation of employment with the Company. Under consulting agreements we entered into with each of Ms. Paul and Mr. Raj dated as of their respective Separation Dates, each of Ms. Paul and Mr. Raj served as an advisor to the Company until November 30, 2023. As compensation for such advisory services, outstanding equity awards held by Ms. Paul and Mr. Raj continued to vest, provided that Ms. Paul or Mr. Raj, as applicable, remained a service provider to the Company through the applicable vesting date. Under the terms of Ms. Paul’s and Mr. Raj’s consulting agreements, all or any portion of any equity award scheduled to vest following November 30, 2023 was forfeited as of May 2023. On March 27, 2023, we had entered into a memorandum of understanding with Mr. Raj setting forth the terms and conditions of Mr. Raj’s separation of employment, which were substantially similar to the terms of his subsequent separation and consulting agreements.

  36. 2024 Compensation Decisions

    2024 Compensation Decisions In April 2024, the Compensation Committee and Board conducted their annual executive compensation review and made fiscal 2024 compensation decisions for our continuing NEOs as set forth below. In making these decisions, the Compensation Committee and Board considered a competitive analysis of market data of our compensation peer group, the performance of the Company in 2023 and the Company’s 2024 operating and financial goals as well as the other factors described in “Role of Board, Compensation Committee and its Advisors” above. •Maintained base salaries of NEOs. •Continuing NEOs 2024 equity awards will be composed of 50% PSUs, with 25% of the shares subject to such PSUs vesting upon the achievement of each of four specified stock price targets, and 50% RSUs that vest quarterly over a three-year period. •Mr. Risher’s annual bonus opportunity established as described below.

  37. David Risher Cash Performance Bonus

    David Risher Cash Performance Bonus Under the CEO Employment Letter, Mr. Risher has an annual target bonus opportunity equal to 100% of his base salary for each fiscal year that he is employed with the Company based on achievement of performance goals set by the Board or the Compensation Committee. For fiscal year 2024, the Compensation Committee recommended, and the Board approved, an annual cash bonus for Mr. Risher based on performance goals consisting of Gross Bookings and Adjusted EBITDA, each weighted 50% and threshold achievement of both targets required for payout. These performance target levels were selected and designed to focus Mr. Risher on increasing Gross Bookings and Adjusted EBITDA, in each case, as reported by the Company in its public reporting, which the Compensation Committee and Board believe will increase stockholder value consistent with our overall growth strategy. The target bonus has been set at 100% of Mr. Risher’s base salary with maximum achievement at 150%, with achievement with respect to each measure based on a straight line linear interpolation between threshold and maximum.

  38. 2024 Equity Awards to Continuing NEOs

    2024 Equity Awards to Continuing NEOs In March 2024, we continued to use a combination of time-based RSUs and PSUs for our NEOs but increased the emphasis on performance-based equity. For NEOs who received annual equity awards in fiscal 2024, we increased the percentage of PSUs to 50% of each NEO’s target annual equity value. PSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder. The RSUs granted in connection with our 2024 annual equity award program vest based on NEO's continued employment in twelve equal installments over a three-year period in accordance with the Company’s standard quarterly vesting schedule. The PSUs granted in connection with our 2024 equity award program continue to be 100% performance-based. The PSUs become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods set forth below. To earn 100% of the PSUs would require our stock price to appreciate by approximately 75% from the starting price of $17.03, which is the 20 day average stock price starting on February 16, 2024. The following table shows a summary of each tranche and the applicable stock price goal. For our NEOs who received PSUs in connection with our 2024 equity award program, 25% of their PSUs are eligible to be earned based on attainment of each of the four stock price goals. The stock prices below were determined using a 15% year-over-year increase from a stock price equal to the 20 day average stock price starting from February 16, 2024. In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date and the date the Compensation Committee certifies the attainment of the applicable performance condition.

  39. 2024 Equity Awards to Continuing NEOs

    | Tranche | Performance Period (measured from the date of grant) | % of PSUs | Performance Condition (Price per Share) | | 1 | Two years | 25% | $19.58 | | 2 | Three years | 25% | $22.52 | | 3 | Four years | 25% | $25.90 | | 4 | Four years | 25% | $29.79 |

  40. Summary Compensation Table

    Summary Compensation Table The amounts below represent the compensation awarded to or earned by or paid to our NEOs for the year ended December 31, 2023:

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Risher | 2023 | 514,969 | 4,250,000 | 73,322,375 | - | 150,683 | 78,238,027 | | Chief Executive Officer and member of our board of directors | | | | | | | | | Kristin Sverchek | 2023 | 650,000 | - | 5,334,032 | 650,000 | 2,950 | 6,636,982 | | President | 2022 | 537,692 | - | - | - | 1,646 | 539,338 | | | 2021 | 450,000 | 32,712 | 10,071,927 | - | 7,210 | 10,561,849 | | Erin Brewer | 2023 | 300,000 | 325,000 | 21,257,110 | - | 1,550 | 21,883,660 | | Chief Financial Officer | | | | | | | | | Logan Green | 2023 | 203,736 | - | 260,005 | - | 350,659 | 814,400 | | Co-Founder, Board Chair and former Chief Executive Officer | 2022 | 450,000 | - | 12,842,695 | - | 24,001 | 13,316,696 | | | 2021 | 450,000 | 32,712 | 13,400,182 | - | 26,588 | 13,909,482 | | John Zimmer | 2023 | 253,764 | - | 260,005 | - | 960,629 | 1,474,398 | | Co-Founder, Vice Chair and former President | 2022 | 450,000 | - | 12,842,695 | - | 646,242 | 13,938,937 | | | 2021 | 450,000 | 32,712 | 13,400,182 | - | 1,004,776 | 14,887,670 | | Elaine Paul | 2023 | 262,500 | - | - | - | 460,190 | 722,690 | | Former Chief Financial Officer | 2022 | 527,308 | 1,500,000 | 14,707,974 | - | 125,994 | 16,861,276 | | Lisa Blackwood-Kapral | 2023 | 400,000 | 75,000 | 1,600,211 | - | 2,714 | 2,077,925 | | Former Interim Chief Financial Officer | | | | | | | | | Ashwin Raj | 2023 | 265,000 | - | - | - | 341,594 | 606,594 | | Former Executive Vice President, Head of Rideshare | 2022 | 537,692 | - | 7,719,041 | - | 2,403 | 8,259,136 | | | 2021 | 445,193 | 20,596 | 6,871,827 | - | 210 | 7,337,826 |

  42. Summary Compensation Table

    (1)Mr. Risher became our CEO, effective as of April 17, 2023. The salary presented for Mr. Risher is prorated based on the number of days in fiscal 2023 during which he was employed as CEO and includes $1,868 in director fees received in the form of 1,136 RSUs with a total grant date fair value of $11,178, paid to him for fiscal 2023. Mr. Green transitioned from his role as CEO, effective as of April 17, 2023, and Mr. Zimmer transitioned from his role as President, effective as of June 30, 2023. The salaries presented for each of Messrs. Green and Zimmer are prorated based on the respective number of days in fiscal 2023 during which they were employed as CEO and President, respectively, and include $63,544 in director fees earned or paid to Mr. Green and $20,110 in director fees earned or paid to Mr. Zimmer in fiscal 2023. (2)For Mr. Risher, the 2023 amount reflects a $1,000,000 one-time annual bonus paid on March 15, 2024 and a $3,250,000 one-time bonus paid in connection with Mr. Risher joining the Company in April 2023. For Ms. Brewer, the 2023 amount reflects one half of a $650,000 one-time bonus paid within thirty (30) days of her start date in connection with Ms. Brewer joining the company in July 2023. For Ms. Blackwood-Kapral, the 2023 amount reflects a $75,000 one-time bonus paid in connection with her service as interim CFO and principal financial officer. For Ms. Paul, the 2022 amount reflects a $1,500,000 one-time bonus paid in connection with Ms. Paul joining the Company in January 2022. For Ms. Sverchek and Messrs. Green, Zimmer and Raj, the 2021 amount represents the one-time cash bonus equal to 105% of the amount of the base salary reduction each NEO had in 2020. (3)Represents the aggregate grant date fair value of the RSUs and PSUs calculated in accordance with ASC Topic 718. The grant date fair value of the RSUs was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions. The grant date fair value of the 2023 PSUs was calculated based on fair values ranging from $5.99 to $9.85 per share, which was determined using a Monte Carlo simulation model. The grant date fair value of the 2022 PSUs was calculated based on $14.17 per share, which was determined using a Monte Carlo simulation model. The grant date fair value of the 2021 PSUs was calculated based on $33.53 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions such as the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. For Messrs. Green and Zimmer, the Stock Award column reflects the aggregate grant date fair value of RSUs granted to each of them in fiscal 2023 under their respective Founder Transition Agreements, as computed in accordance with ASC Topic 718. (4)For Ms. Sverchek, the 2023 amount reflects a performance-based retention bonus of 100% of her base salary. Please see the discussion in “Non-Equity Incentive Plan Compensation” in the Compensation Discussion & Analysis section of this proxy statement. (5)For Mr. Risher, the 2023 amount reflects $126,268 in personal security services, $20,510 in attorney fees, $1,534 in taxable meals, $500 in a taxable workstation stipend, $1,713 in tax gross-ups, and $158 in life insurance premiums. For Ms. Sverchek, (i) the 2023 amount reflects $100 in Lyft passes, $1,582 in taxable meals, $1,058 in tax gross-ups, and $210 in life insurance premiums, (ii) the 2022 amount reflects $812 in taxable meals, $624 in tax gross-ups, and $210 in life insurance premiums, (iii) the 2021 amount reflects $7,000 in personal security services and $210 in life insurance premiums. For Ms, Brewer, (i) the 2023 amount reflects $21 in Lyft passes, $400 in taxable meals, $500 in a taxable workstation stipend, $524 in tax gross-ups, and $105 in life insurance premiums. For Mr. Green, (i) the 2023 amount reflects $15,422 in personal security services, $15,000 in attorney fees, $340 in taxable meals, $174 in tax gross-ups, $70 in life insurance premiums, and $319,653 for advisory and COBRA fees, (ii) the 2022 amount reflects $22,722 in personal security services, $620 in taxable meals, $449 in tax gross-ups, and $210 in life insurance premiums, (iii) the 2021 amount reflects $26,378 in personal security services and $210 in life insurance premiums. For Mr. Zimmer, (i) the 2023 amount reflects $704,388 in personal security services, $15,000 in attorney fees, $105 in taxable meals, $56 in tax gross-ups, $9 for Lyft Pink Membership, $105 in life insurance premiums, and $240,966 for advisory and COBRA fees, (ii) the 2022 amount reflects $645,664 in personal security services, $221 in taxable meals, $147 in tax gross-ups, and $210 in life insurance premiums, (iii) the 2021 amount reflects $1,004,566 in personal security services and $210 in life insurance premiums. For Ms. Paul, (i) the 2023 amount reflects $77,697 in relocation services, $710 in taxable meals, $40,729 in tax gross-ups, $88 in life insurance premiums, and $340,966 in severance, (ii) the 2022 amount reflects $66,688 in relocation services, $56,694 in tax gross-ups, $2,402 in taxable meals, and $210 in life insurance premiums. For Ms. Blackwood-Kapral, the 2023 amount reflects $1,586 in taxable meals, $849 in tax gross-ups, $69 in Lyft passes, and $210 in life insurance premiums. For Mr. Raj, (i) the 2023 amount reflects $312 in taxable meals, $165 in tax gross-ups, $63 in Trip Action Rewards, $88 in life insurance premiums, and $340,966 in severance, (ii) the 2022 amount reflects $1,232 in taxable meals, $961 in tax gross-ups and $210 in life insurance premiums, and (iii) the 2021 amount reflects life insurance premiums.

  43. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth information regarding the grants of plan-based awards granted to our NEOs during the year ended December 31, 2023:

  44. Grants of Plan-Based Awards in 2023

    | | Stock Awards | | | | | | Name | Grant Date(1) | Type of Award(2) | Number of Units (#) | Grant Date Fair Value ($) (3) | Non-Equity Incentive Award ($) (4) | | David Risher | 1/20/23 | RSU | 731 | 11,257 | - | | | 4/20/23 | RSU | 1,136 | 11,178 | - | | | 3/27/23 | PSU | 12,250,000 | 73,322,375 | - | | Kristin Sverchek | 4/26/23 | RSU | 359,712 | 3,615,106 | - | | | 4/26/23 | PSU | 213,068 | 1,718,926 | - | | | - | - | - | - | 650,000 | | Erin Brewer | 7/25/23 | RSU | 1,064,039 | 12,300,291 | - | | | 7/25/23 | PSU | 909,091 | 8,956,819 | - | | Logan Green | 6/15/23 | RSU | 24,645 | 260,005 | - | | John Zimmer | 6/15/23 | RSU | 24,645 | 260,005 | - | | Elaine Paul | - | - | - | - | - | | Lisa Blackwood-Kapral | 4/26/23 | RSU | 107,914 | 1,084,536 | - | | | 4/26/23 | PSU | 63,920 | 515,675 | - | | Ashwin Raj | - | - | - | - | - |

  45. Grants of Plan-Based Awards in 2023

    (1)Each of the equity awards was granted pursuant to our 2019 Equity Incentive Plan. (2)RSUs will vest upon the satisfaction of a time-based condition before the award expiration date. Mr. Risher’s PSUs become eligible to vest upon the attainment of nine stock price goals over a five-year performance period, subject to Mr. Risher’s continued service with us through the applicable vesting dates. Ms. Brewer’s PSUs become eligible to vest upon the attainment of goals for our stock price and are divided into four tranches, each with its own performance period and performance condition, subject to Ms. Brewer’s continued service with us. Ms. Blackwood-Kapral’s PSUs become eligible to vest upon the attainment of goals for our stock price and are divided into four tranches, each with its own performance period and performance condition, subject to Ms. Blackwood-Kapral’s continued service with us. Ms. Sverchek’s PSUs become eligible to vest upon the attainment of goals for our stock price and are divided into four tranches, each with its own performance period and performance condition, subject to Ms. Sverchek’s continued service with us. Mr. Risher elected to receive a portion of his director fees for 2022 in the form of 731 RSUs with a total grant date fair value of $11,257. (3)Amounts reported represent the grant date fair value of the equity awards calculated in accordance with ASC Topic 718. The grant date fair value of the RSUs was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions. The grant date fair value of the PSUs ranged from $5.99 to $9.85 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions such as the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. (4)For Ms. Sverchek, the amount reflects a performance-based retention bonus of 100% of her base salary. Please see the discussion in “Non-Equity Incentive Plan Compensation” in the Compensation Discussion & Analysis section of this proxy statement.

  46. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2023:

  47. Outstanding Equity Awards at 2023 Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | David Risher | 3/27/2023(2)(6) | - | - | 12,250,000 | 183,627,500 | | Kristin Sverchek | 4/7/2020(2)(7) | 5,933 | 88,936 | - | - | | | 2/21/2021(2)(8) | 18,737 | 280,868 | - | - | | | 11/9/2021(2)(13) | 50,162 | 751,928 | - | - | | | 4/26/2023(2)(10) | 269,783 | 4,044,047 | - | - | | | 4/26/2023(2)(11) | - | - | 213,068 | 3,193,889 | | Erin Brewer | 7/25/2023(2)(12) | 975,368 | 14,620,766 | - | - | | | 7/25/2023(2)(14) | - | - | 909,091 | 13,627,274 | | Logan Green | 2/21/2021(3) | - | - | 75,000 | 1,124,250 | | | 2/21/2021(2)(4) | 15,393 | 230,741 | - | - | | | 3/22/2022(2)(5) | 135,267 | 2,027,652 | - | - | | | 3/22/2022(2)(17) | - | - | 30,000 | 449,700 | | | 6/15/2023(2)(15) | 12,323 | 184,722 | - | - | | John Zimmer | 2/21/2021(3) | - | - | 75,000 | 1,124,250 | | | 2/21/2021(2)(4) | 15,393 | 230,741 | - | - | | | 3/22/2022(2)(5) | 135,267 | 2,027,652 | - | - | | | 3/22/2022(2)(17) | - | - | 30,000 | 449,700 | | | 6/15/2023(2)(15) | 12,323 | 184,722 | - | - | | Elaine Paul (16) | | - | - | - | - | | Lisa Blackwood-Kapral | 4/7/2020(2)(7) | 1,695 | 25,408 | - | - | | | 2/21/2021(2)(8) | 12,088 | 181,199 | - | - | | | 3/22/2022(2)(9) | 29,612 | 443,884 | - | - | | | 4/26/2023(2)(10) | 80,935 | 1,213,216 | - | - | | | 4/26/2023(2)(11) | - | - | 63,920 | 958,161 | | Ashwin Raj(16) | | - | - | - | - |

  48. Outstanding Equity Awards at 2023 Year-End

    (1)The market price for our Class A common stock is based upon the market price of $14.99 per share, which is Lyft's price at the close of market on December 29, 2023. (2)Subject to vesting acceleration under certain circumstances as described under “Potential Payments upon Termination or Change in Control” on page 50 of this proxy statement. For Mr. Risher, subject to vesting acceleration under certain circumstances as described under “CEO Employment Letter” on page 35 of this proxy statement. For Messrs. Green and Zimmer, subject to vesting acceleration under certain circumstances as described under “Co-Founder Transitions - Green and Zimmer Transition Agreements” on page 35 of this proxy statement. (3)On February 27, 2024, the Compensation Committee determined that the applicable performance targets for 75,000 PSUs granted to each of Messrs. Green and Zimmer on February 21, 2021 were not achieved. Accordingly, these PSUs were forfeited. (4)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2021, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (5)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2022, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (6)If the performance condition is achieved, the PSUs in the applicable tranche will vest 50% upon the certification of achievement by the Compensation Committee (but no earlier than April 17, 2024) and 50% on the one-year anniversary of such certification, subject to Mr. Risher continuing to serve as the CEO through each such date. (7)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2020, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (8)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2021, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (9)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2022, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO's continued service through each vesting date. (10)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2023, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (11)The PSUs will be eligible to vest in four tranches based on the Company’s stock price performance over certain performance periods during the four years beginning on April 26, 2023. Upon achievement of a stock price performance target and certification of achievement by the Compensation Committee, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO continuing as a service provider through each such date. (12)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on November 20, 2023, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (13)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on February 20, 2022, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Ms. Sverchek's continued service through each vesting date. (14)The PSUs will be eligible to vest in four tranches based on the Issuer's stock price performance over certain performance periods during the four years beginning on July 25, 2023. Upon achievement of a stock price performance target and certification of achievement by the Compensation Committee, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO continuing as a service provider through each such date. (15)The time-based vesting condition is satisfied as to 25% of shares of our Class A common stock underlying the RSUs on each of the first four quarterly vesting dates occurring after May 20, 2023, except that the fourth quarterly vesting date shall occur no later than the day prior to the date of the annual meeting. Quarterly vesting dates are each of February 20, May 20, August 20, and November 20. (16)Under the terms of Ms. Paul’s and Mr. Raj’s consulting agreements, all or any portion of any equity award scheduled to vest following November 30, 2023 was forfeited as of May 22, 2023. (17)If the performance condition (a price per share of $100 or more that has been maintained for any 60 consecutive trading-day period during the performance period of 3 years) is achieved, 100% of the PSUs subject to this award will vest on the first quarterly vesting date (set at February 20, May 20, August 20 and November 20 of each year) on or after the later of (i) the first date the Compensation Committee approves the achievement of the performance condition and (ii) the end of the performance period, subject to participant continuing to be a service provider through the vesting date.

  49. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2023:

  50. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David Risher | - | - | 11,233 | 113,239 | | Kristin Sverchek | 46,628 | 568,395 | 161,734 | 1,631,004 | | Erin Brewer | - | - | 88,671 | 921,292 | | Logan Green | - | - | 182,108 | 1,869,073 | | John Zimmer | - | - | 182,108 | 1,869,073 | | Elaine Paul | - | - | 97,585 | 998,051 | | Lisa Blackwood-Kapral | - | - | 91,617 | 955,143 | | Ashwin Raj | - | - | 91,539 | 937,368 |

  51. Option Exercises and Stock Vested in 2023

    (1)The value realized upon exercise of stock options is calculated by subtracting the stock option exercise price from the fair market value on the exercise date, and multiplying the difference by the number of shares. (2)The value realized upon vesting of RSUs is calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately preceding trading day).

  52. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  53. 2019 Plan

    | | Qualifying Termination Not in Connection with a Change of Control ($) | | | | | | Name | Base Salary Component | Cash Bonus Component | COBRA/ Benefits Component | Value of Accelerated Equity Awards(1) | Total | | David Risher | 725,000 | 1,000,000 | 30,801 | - | 1,755,801 | | Kristin Sverchek | 650,000 | - | 31,933 | 4,044,047 | 4,725,980 | | Erin Brewer | 325,000 | 325,000 | 9,368 | - | 659,368 | | Logan Green | - | - | - | - | - | | John Zimmer | - | - | - | - | - | | Elaine Paul | 325,000 | - | 15,966 | - | 340,966 | | Lisa Blackwood-Kapral | 200,000 | - | 15,966 | - | 215,966 | | Ashwin Raj | 325,000 | - | 15,966 | - | 340,966 |

  54. 2019 Plan

    | | Termination Due to Death or Disability ($) | | | | | Name | Base Salary Component | COBRA/Benefits Component | Value of Accelerated Equity Awards(1) | Total | | David Risher | - | 61,602 | - | 61,602 | | Kristin Sverchek | - | 63,864 | 4,716,454 | 4,780,318 | | Erin Brewer | - | 37,472 | 10,000,000 | 10,037,472 | | Logan Green | - | - | - | - | | John Zimmer | - | - | - | - | | Elaine Paul | - | - | - | - | | Lisa Blackwood-Kapral | - | 63,864 | 1,679,600 | 1,743,464 | | Ashwin Raj | - | - | - | - |

  55. 2019 Plan

    | | Qualifying Termination in Connection with a Change of Control ($) | | | | | | Name | Base Salary Component | Cash Bonus Component | COBRA/ Benefits Component | Value of Accelerated Equity Awards(1) | Total | | David Risher | 1,087,500 | 1,500,000 | 46,202 | - | 2,633,702 | | Kristin Sverchek | 650,000 | - | 31,932 | 5,165,779 | 5,847,711 | | Erin Brewer | 650,000 | 325,000 | 18,737 | 14,620,766 | 15,614,503 | | Logan Green | - | - | - | - | - | | John Zimmer | - | - | - | - | - | | Elaine Paul | - | - | - | - | - | | Lisa Blackwood-Kapral | 400,000 | - | 31,932 | 1,863,707 | 2,295,639 | | Ashwin Raj | - | - | - | - | - |

  56. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules (Item 402(v) of Regulation S-K), we are reporting our pay versus performance information.

  57. Pay Versus Performance Table

    Pay Versus Performance Table

  58. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment based on Total Shareholder Return | | | | | Fiscal Year (1) | Summary Compensation Table Total for PEO - David Risher ($) | Summary Compensation Table Total for PEO - Logan Green ($)(2) | Compensation Actually Paid to PEO - David Risher ($)(3) | Compensation Actually Paid to PEO - Logan Green ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Lyft Inc.(4) | S&P 500 IT Index(4) | Lyft GAAP Net Loss ($000s)(5) | Company Selected Measure: Stock Price(6) | | 2023 | 78,238,027 | 814,400 | 135,370,642 | 1,293,268 | 5,567,041 | 7,383,033 | $34.84 | $210.85 | (340,320) | $14.99 | | 2022 | — | 13,316,696 | — | (175,368) | 9,899,672 | 435,982 | $25.62 | $134.82 | (1,584,511) | $11.02 | | 2021 | — | 13,909,482 | — | 10,301,180 | 9,911,885 | 6,656,512 | $99.33 | $189.64 | (1,062,144) | $42.73 | | 2020 | — | 1,018,107 | — | 271,707 | 5,785,118 | 7,594,625 | $114.20 | $142.21 | (1,752,857) | $49.13 |

  59. Pay Versus Performance Table

    (1)Mr. Green was a PEO for the period of fiscal 2020-2023. Mr. Green transitioned from such role effective April 17, 2023. Mr. Risher became PEO effective as of the same date, in fiscal 2023; Non-PEO NEOs included in the above table reflect the following:

  60. Pay Versus Performance Table

    | Fiscal Year | Non-PEO NEOs | | | | | | | 2023 | Kristin Sverchek | Erin Brewer | John Zimmer | Elaine Paul | Lisa Blackwood-Kapral | Ashwin Raj | | 2022 | John Zimmer | Elaine Paul | Ashwin Raj | Kristin Sverchek | – | – | | 2021 | John Zimmer | Kristin Sverchek | Ashwin Raj | Brian Roberts | – | – | | 2020 | John Zimmer | Brian Roberts | Kristin Sverchek | Eisar Lipkovitz | Ran Makavy | – |

  61. Pay Versus Performance Table

    (2)These figures represent the total compensation paid to our PEO and the average of the total compensation paid to our Non-PEO NEOs in each listed fiscal year, respectively, as shown in our Summary Compensation Table for such listed fiscal year. (3)Compensation Actually Paid (“CAP”) does not mean that these amounts were actually paid in the listed fiscal year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation reported in the Summary Compensation Table under the methodology prescribed under the SEC's rules (Item 502(v) of Regulation S-K) as shown in the adjustment tables below. The assumptions used for determining fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. Fiscal 2023 CAP to PEO (Mr. Risher), fiscal 2020 - 2023 CAP to PEO (Mr. Green) and the average CAP to non-PEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  62. Pay Versus Performance Table

    | | Fiscal 2023 | | | Fiscal 2022 | | Fiscal 2021 | | Fiscal 2020 | | | | PEO - David Risher | PEO - Logan Green | Non-PEO NEO Average | PEO | Non-PEO NEO Average | PEO | Non-PEO NEO Average | PEO | Non-PEO NEO Average | | Total Reported in Summary Compensation Table (SCT) | $78,238,027 | $814,400 | $5,567,041 | $13,316,696 | $9,899,672 | $13,909,482 | $9,911,885 | $1,018,107 | $5,785,118 | | Less, Value of Stock Awards reported in SCT | 73,322,375 | 260,005 | 4,741,893 | 12,842,695 | 8,817,427 | 13,400,182 | 9,187,225 | — | 4,957,827 | | Plus, Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 130,467,400 | 184,722 | 6,078,115 | 2,695,761 | 2,038,263 | 6,824,229 | 4,308,474 | — | 6,734,865 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End | — | 556,120 | 170,914 | (3,341,310) | (2,191,612) | — | (280,214) | 1,425,158 | 814,186 | | Plus, Fair Value as of Vesting Date of Awards Granted in Fiscal Year and that Vested in Fiscal Year | — | 132,585 | 368,089 | 1,269,644 | 696,477 | 2,237,578 | 1,598,029 | — | 451,684 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested in Fiscal Year | (12,410) | (134,554) | (59,233) | (1,273,464) | (1,189,391) | 730,073 | 305,563 | (2,171,558) | (1,233,401) | | Total Adjustments | 57,132,615 | 478,868 | 1,815,992 | (13,492,064) | (9,463,690) | (3,608,302) | (3,255,373) | (746,400) | 1,809,507 | | Compensation Actually Paid for Fiscal Year | $135,370,642 | $1,293,268 | $7,383,033 | $(175,368) | $435,982 | $10,301,180 | $6,656,512 | $271,707 | $7,594,625 |

  63. Pay Versus Performance Table

    (4)Total shareholder return (“TSR”) is calculated by assuming that a $100 investment was made on the last trading day prior to the first day of the earliest listed fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. The peer group used is the S&P 500 Information Technology (IT) index, as used in our performance graph in our Annual Report on Form 10-K for the year ended December 31, 2023. (5)The dollar amounts reported are the Company's GAAP Net Loss reflected in the Company’s audited financial statements. (6)Stock price is the most important financial performance measure used by the Company to link CAP to our NEOs in fiscal 2023 to performance of the Company. The prices in the table are the closing price of the Company’s Class A common stock as reported on the last trading day of the fiscal year. See “Compensation Discussion and Analysis” for discussion of the stock price goals applicable to the PSUs granted to our NEOs in 2023.

  64. Pay Versus Performance Description of Relationships

    Pay Versus Performance Description of Relationships The following two graphs illustrate the relationship between CAP to each of our PEOs and average CAP to our non-PEO NEOs versus TSR for both the Company and the S&P 500 IT Index on a cumulative basis assuming investment of $100 on the last trading day prior to the first day of the fiscal year reported below. The PEO and other NEOs’ CAP amounts are aligned with the Company’s TSR. This is due primarily to the Company’s use of equity incentives, which are tied directly to stock price. In 2020, CAP for our PEO is anomalous as he did not receive an equity grant in that year. The following two graphs illustrate the relationship between CAP to each of our PEOs and average CAP to our non-PEO NEOs versus the Company’s Net Loss. The following two graphs illustrate the relationship between CAP to each of our PEOs and average CAP to our non-PEO NEOs versus the year-end value of the Company’s stock, which is shown as the closing price as of the last trading day for the applicable year.

  65. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with SEC rules, we are reporting our CEO pay ratio. As set forth in the “Summary Compensation Table” on page 45 of this proxy statement, Mr. Risher’s annual total compensation for fiscal 2023 was $78,238,027 and the total compensation of the median employee was $150,871, resulting in a CEO pay ratio of approximately 519:1. Mr. Risher’s fiscal 2023 annual total compensation included $73,322,375 in PSU value that will only be fully realized if Lyft’s stock achieves $80 per share for a 90-day period during the first five years of Mr. Risher’s employment. Given that Mr. Risher’s annual total compensation is primarily driven by Company performance as measured by stock price, our pay ratio increased this year. For example our 2022 pay ratio was 83:1; our 2021 pay ratio was 83:1; our 2020 pay ratio was 6:1. Mr. Risher served as CEO for only a portion of fiscal 2023. In accordance with the SEC rules for calculating the CEO pay ratio, we used Mr. Risher's annualized total compensation for purposes of this calculation. The SEC rules for identifying the median employee and calculating the CEO pay ratio do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may apply reasonable assumptions and estimates that are different from those used by us. Therefore, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Our CEO pay ratio is based on the following methodology: •Analyzed all of Lyft’s employees, and excluded contractors, other non-employees, and the CEO, as of December 31, 2023. •To determine the median employee, used actual base salary, actual bonus including one-time cash payments and the grant date fair value of equity awards granted during fiscal 2023. •After identifying the median employee, calculated annual total compensation of the median employee using the same methodology that was used for our NEOs, as set forth in the “Summary Compensation Table” on page 45 of this proxy statement.