DEF 14A of Bark, Inc.
Filed Jul 3, 2023 · FY20230001819574-23-000015
INFORMATION ABOUT OUR BOARD
INFORMATION ABOUT OUR BOARD Members of our Board take a proactive, focused approach to their positions to ensure that BARK is committed to business success through the maintenance of high standards of responsibility and ethics. The Board meets on a regular basis and additionally as required. Mr. Meeker is the Executive Chair and Ms. McLaughlin is the Lead Independent Director of our Board.
INFORMATION ABOUT OUR BOARD
| Class A Directors | Class B Directors | Class C Directors | | Term Expiring at the 2025 Annual Meeting | Term Expiring at the 2023 Annual Meeting | Term Expiring at the 2024 Annual Meeting | | •Betsy McLaughlin •Henrik Werdelin | •Joanna Coles •Paulette Dodson •Matt Meeker •Michele Meyer | •David Kamenetzky •Jim McGinty |
INFORMATION ABOUT OUR DIRECTORS
INFORMATION ABOUT OUR DIRECTORS
Class B Directors
Class B Directors
Class B Directors
| Joanna Coles, OBE Age: 60 Director Since: June 2021 | | | | COMMITTEES •Corporate Governance & Nominating | | | | PUBLIC COMPANY BOARDS •Snap Inc. (NYSE: SNAP) (Present) •Sonos, Inc. (NASDAQ: SONO) (Present) | CAREER HIGHLIGHTS •Chief Content Officer of Hearst Magazines from September 2016 to August 2018 •Executive Producer for ABC Freeform’s The Bold Type since 2016 •Special Advisor to Cornell Capital since 2019 •Director, Women Entrepreneurs New York City, a non-profit initiative to expand female entrepreneurship, with a focus on underserved women and communities | | | PRIVATE COMPANY BOARDS •Tech companies Density and Grover •KDC/ONE | KEY QUALIFICATIONS AND EXPERIENCES •Marketing experience •Innovation/technology experience •Broad international exposure •Adopted Phoebe, a Beagle mix, 12 years ago from a dog shelter in Canaan, CT | |
Class B Directors
| 2 | 2023 Proxy Statement BARK |
Class B Directors
| Table of Contents | PROPOSAL ONE |
Class B Directors
| Paulette Dodson Age: 59 Director Since: March 2023 | | | | COMMITTEES •Corporate Governance & Nominating (Chair) | | | | PUBLIC COMPANY BOARDS •Portillo's (NASDAQ: PTLO) (Present) •Trupanion (NASDAQ: TRUP) (Present) | CAREER HIGHLIGHTS •General Counsel, Sara Lee •General Counsel, Petsmart •General Counsel, Alight, Inc. (NYSE: ALIT) | | | PRIVATE COMPANY BOARDS •Mather, Inc. •United Way of Metro Chicago •Better Government Association | KEY QUALIFICATIONS AND EXPERIENCES •Experience in board governance, mergers and acquisitions, corporate compliance, risk and ESG across a variety of industries including Consumer Products/Goods and Retail •International and other strategic operational expansion | |
Class B Directors
| Matt Meeker Executive Chairman Age: 49 Director Since: October 2011 | | | | COMMITTEES •None | | | | PUBLIC COMPANY BOARDS •None | CAREER HIGHLIGHTS •Co-Founder of BARK (2011) •Chief Executive Officer of BARK from its formation in October 2011 until September 2020 and resuming in January 2022 •Co-founded Meetup, a network of local communities that meet offline about shared interests and passions, and worked there from December 2001 through December 2007. •Venture Partner at Resolute VC | | | PRIVATE COMPANY BOARDS •None | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience with BARK’s business •Innovation/technology experience •Inspired to found BARK by his late Great Dane, Hugo | |
Class B Directors
| BARK 2023 Proxy Statement | 3 |
Class B Directors
| PROPOSAL ONE | Table of Contents |
Class B Directors
| Michele Meyer Age: 59 Director Since: March 2023 | | | | COMMITTEES •Compensation | | | | PUBLIC COMPANY BOARDS •GNC (2019-2020) •Embark Trucks (2021-2023) | CAREER HIGHLIGHTS •31 Years at General Mills (1988-2019) •President, SVP of Small Planet Foods Division, General Mills •President, SVP Meals Division, General Mills •President, SVP Snacks Division, General Mills | | | PRIVATE COMPANY BOARDS •Kevin's Natural Foods •Quinn Snack Foods •Pacha Soap | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience across all areas of P&L, including brand building, innovation, margin improvement, product development, and retail growth strategies •Relevant Senior Leadership / Emerging Brand Board Experience | |
Class C Directors
Class C Directors
Class C Directors
| David Kamenetzky Age: 53 Director Since: May 2022 | | | | COMMITTEES •Audit •Compensation | | | | PUBLIC COMPANY BOARDS •Kühne + Nagel International AG (SIX: KNIN) (Present) •AB InBev Foundation (NYSE: BUD) (2017-2019) •DKSH Holdings (KLSE: DKSH) (2014-2019) | CAREER HIGHLIGHTS •CEO of Joh. A. Benckiser (2019-2020) •Member, Group Executive Committee, Anheuser-Busch InBev (2016-2019) •Member, Leadership Team, Mars Incorporated (2006-2016) •Vice President, Goldman Sachs, London and Frankfurt (2000-2006) •Strategic Advisor to Wildtype Foods | | | PRIVATE COMPANY BOARDS •Wedgewood Pharmacy (2021-Present) •JAB Investors (Chairman) (2019-2020) •Alfred Landecker Foundation (Founding Chairman) (2019-2020) | KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and disruptive food and beverage companies •Relevant Senior Leadership/Chief Strategy & External Affairs Officer •Family includes two Labradoodles, Marley and Browny. | |
Class C Directors
| 4 | 2023 Proxy Statement BARK |
Class C Directors
| Table of Contents | PROPOSAL ONE |
Class C Directors
| Jim McGinty Age: 61 Director Since: February 2021 | | | | COMMITTEES •Audit (Chair) •Corporate Governance & Nominating | | | | PUBLIC COMPANY BOARDS •None | CAREER HIGHLIGHTS •Chief Financial Officer of 5.11 Tactical since April 2018 •Chief Financial Officer of Z Gallerie from April 2016 through February 2018 •Chief Financial Officer of Spy Inc. from August 2013 through April 2016 | | | PRIVATE COMPANY BOARDS •None | KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and transaction experience •Relevant Senior Leadership/Chief Financial Officer | |
Class A Directors
Class A Directors
Class A Directors
| Betsy McLaughlin Lead Independent Director Age: 62 Director Since: December 2017 | | | | COMMITTEES •Audit •Compensation (Chair) | | | | PUBLIC COMPANY BOARDS •Hot Topic (NASDAQ:HOTT) (2000-2011) •Trupanion (NASDAQ:TRUP) (Present) | CAREER HIGHLIGHTS •Chief Executive Officer of Hot Topic, Inc. from 2000 to 2011 (NASDAQ: HOTT) •Member of the Board of Advisors and Executive Committee of the UCLA Anderson School for 17 years | | | PRIVATE COMPANY BOARDS •5.11 Tactical •Everlane •Lazy Dog Restaurants •Mejuri •Dolls Kill •Good American | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience across all areas of retail, merchandising, proprietary brands, services, operations and ecommerce •Relevant Senior Leadership/Chief Executive Officer •High Level of Financial Experience •Family includes two dogs, Max and Emma. | |
Class A Directors
| BARK 2023 Proxy Statement | 5 |
Class A Directors
| PROPOSAL ONE | Table of Contents |
Class A Directors
| Henrik Werdelin Age: 47 Director Since: October 2011 | | | | COMMITTEES •None | | | | PUBLIC COMPANY BOARDS •None | CAREER HIGHLIGHTS •Co-Founder of BARK (2011) •Founding partner of Prehype LLC, a venture development firm headquartered in New York, with offices in London and Copenhagen (founded in 2010) •Author of The Acorn Method: How Companies Get Growing Again (published April 2020) •Advisor to several early stage startups | | | PRIVATE COMPANY BOARDS •Bjarke Ingels Group | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience of BARK’s business •Innovation/technology experience •Adopted Molly. a Labrador Retriever, in 2013 | |
FISCAL YEAR 2023 DIRECTOR COMPENSATION
FISCAL YEAR 2023 DIRECTOR COMPENSATION The following table presents information regarding the compensation of our non-employee directors for services performed for our fiscal year ended March 31, 2023. Our founders, Messrs. Meeker and Werdelin, also serve on our Board, but received no additional compensation for such services. Please see the Fiscal Year 2023 Summary Compensation Table for the compensation received by Mr. Meeker for his service as an executive officer of the Company during fiscal year 2023. Please see the disclosure below for a description of the consulting fees, bonus and other amounts paid for Mr. Werdelin’s service to the Company during fiscal year 2023.
FISCAL YEAR 2023 DIRECTOR COMPENSATION
| Name | Fees Earned in Cash ($)(1) | RSU Awards ($)(2) (4)(5) | Stock Option Awards(4)(5) | Total ($) | | Joanna Coles | 50,000 | 61,090 | — | 111,090 | | Paulette Dodson | — | — | — | — | | David Kamenetzky | 40,000 | 300,000 | — | 340,000 | | Jon Ledecky(3) | 41,250 | — | — | 41,250 | | Jim McGinty | 65,000 | 61,090 | — | 126,090 | | Betsy McLaughlin | 85,000 | 61,090 | — | 146,090 | | Michele Meyer | — | — | — | — |
FISCAL YEAR 2023 DIRECTOR COMPENSATION
(1)Amounts reported for “Fees Earned in Cash” reflect fees earned during fiscal year 2023. (2)Amounts reported for “RSU Awards” reflect the aggregate grant date fair value of the RSUs awarded during fiscal year 2023, computed in accordance with ASC 718 based on the closing stock price on the date of the grant. (3)Mr. Ledecky did not stand for reelection at our 2022 annual meeting of stockholders. (4)Ms. Dodson and Ms. Meyer were appointed to the Board effective March 28, 2023. The initial RSU awards in the amount of $300,000 were granted on May 11, 2023.
FISCAL YEAR 2023 DIRECTOR COMPENSATION
| 6 | 2023 Proxy Statement BARK |
FISCAL YEAR 2023 DIRECTOR COMPENSATION
| Table of Contents | PROPOSAL ONE |
FISCAL YEAR 2023 DIRECTOR COMPENSATION
(5)The following table sets forth the aggregate number of outstanding options and RSUs held by each non-employee director as of March 31, 2023:
FISCAL YEAR 2023 DIRECTOR COMPENSATION
| Name | Stock Option Awards | RSU Awards | | Joanna Coles | — | 69,836 | | Paulette Dodson | — | — | | David Kamenetzky | — | 123,456 | | Jon Ledecky | — | — | | Jim McGinty | — | 72,726 | | Betsy McLaughlin | — | 72,427 | | Michele Meyer | — | — |
FISCAL YEAR 2023 DIRECTOR COMPENSATION
For fiscal year 2023, each non-employee director received an annual cash retainer of $40,000. The Lead Independent Director received an additional $15,000 annually, the chair of the Audit Committee received an additional $20,000 annually, the chair of the Compensation Committee received an additional $20,000 annually and the chair of the Corporate Governance Committee received an additional $10,000 annually. Members of the Audit Committee received an additional $10,000 annually, members of the Compensation Committee received an additional $5,000 annually and members of the Corporate Governance Committee received an additional $5,000 annually. All retainers were paid in substantially equal quarterly installments. The non-employee directors’ equity compensation set forth above was granted under our 2021 Equity Incentive Plan. All equity compensation was granted in the form of RSUs that vested as described below, subject to the director’s continued service through such vesting. Non-employee directors are eligible to receive an initial grant of RSUs with an aggregate grant date fair value equal to $300,000. Vesting of the initial RSU grant is subject to the director’s continued service through the one-year anniversary of the grant date. Our annual refresh grant is intended to have a value of $150,000; however, in fiscal year 2023 the Board capped the number of RSUs granted based on the number of RSUs received by the non-employee directors in fiscal year 2022 (36,363 RSUs). Vesting of the initial RSU is subject to the director's continued service through the one-year anniversary of the grant date. Mr. Werdelin was paid a monthly fee of $26,000 for creative consulting and administrative services provided to the Company through Prehype, LLC totaling $312,000 and received $1,000 a month towards administrative support, for a total of $12,000. Mr. Werdelin also received an award of RSUs in the amount of $290,000 on April 11, 2022. This RSU award will vest 25% on the one year anniversary of the date of grant and then in substantially equal amounts quarterly thereafter. Neither the monthly fee nor the RSU award was related to Mr. Werdelin’s service as a member of the Board. Mr. Werdelin did not receive any other compensation from the Company for his service in fiscal year 2023.
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM For fiscal year 2023, the principal elements of the compensation program for our NEOs were base salary and incentive compensation delivered in the form of an annual cash incentive opportunity, restricted stock units (“RSUs”), and stock options. Our executive compensation program is designed to drive sustained meaningful profitable growth and stockholder value creation.
Annual Cash Incentives
Annual Cash Incentives The NEO’s annual cash incentive opportunity is set at a level designed to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. Annual cash incentive compensation is paid to executives through our annual cash incentive program and is designed to support our pay-for-performance philosophy. This annual cash incentive compensation is designed to motivate and reward executives based on their achievement of performance targets established by the Compensation Committee for the fiscal year. The Compensation Committee established incentive targets for the annual cash incentive program based on achieving threshold, target, and maximum amounts for adjusted EBITDA. The payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. The threshold performance must be met for any payout under our annual cash incentive program.
Annual Cash Incentives
| 20 | 2023 Proxy Statement BARK |
Annual Cash Incentives
| Table of Contents | EXECUTIVE COMPENSATION |
Long-term Equity Incentives
Long-term Equity Incentives We deliver our long-term incentives entirely in the form of equity awards to further align the interests of our NEOs with our stockholders and to further motivate our leadership team on execution of our long-term performance goals. The grant levels of the long-term incentive awards are also set at a level that is intended to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. A significant portion of total compensation for each NEO is provided in the form of equity awards with a multi-year vesting period and the value of which fluctuates directly with our stock price performance. Historically, long-term equity incentives were provided in the form of stock options. Following the Business Combination, long-term equity incentive grants to NEOs included both stock options and RSUs and, in the case of fiscal 2023, performance-vesting stock options granted to our CEO. The Compensation Committee views stock options to be performance-based, as the stock option will have no value unless the Company’s stock price appreciates from the date of grant.
Annual Cash Incentives
Annual Cash Incentives Under the fiscal year 2023 annual cash incentive plan, the Compensation Committee established adjusted EBITDA as the sole performance metric for determining payouts in order to focus management on the path to profitability. The threshold adjusted EBITDA performance goal to receive a payout under the annual cash incentive program was negative $29.5 million. For purposes of the annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest expense; (2) depreciation and amortization; (3) stock-based compensation expense; (4) change in fair value of warrants and derivatives; (5) sales and use tax expense; (6) restructuring charges related to reduction in force payments; (7) executive transition costs; (8) duplicative rent expense incurred during the relocation of our corporate headquarters; (9) impairment of assets; (10) transaction costs; (11) demurrage fees related to freight; and (12) other one-time items not viewed as indicative of our day-to-day performance. For fiscal year 2023, the Compensation Committee established the following maximum incentive opportunities for each of the NEOs, with the incentive opportunities established for our NEOs based on the competitive market. As noted above, the payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. Pursuant to the terms of his offer letter, Mr. Ibrahim was eligible for an annual cash incentive payment equal to 75% of his maximum incentive opportunity.
Annual Cash Incentives
| Named Executive Officer | Maximum Incentive (%) | Maximum Incentive Payout ($) | | Matt Meeker(1) | 100 | 525,000 | | Zahir Ibrahim(2) | 75 | 295,312 | | Allison Koehler | 40 | 132,000 | | Nari Sitaraman(3) | 50 | 212,500 |
Annual Cash Incentives
(1)Mr. Meeker resumed the role of Chief Executive Officer in January 2022 and his maximum incentive opportunity for fiscal year 2023 was increased based on the change in role to Chief Executive Officer, a review of competitive market data, and our historical compensation practices. (2)Mr. Ibrahim commenced employment with the Company on January 3, 2023 and his maximum incentive opportunity was established based on a review of competitive market data, our historical compensation practices, and the compensation received by Mr. Ibrahim at his predecessor company. (3)Mr. Sitaraman's maximum incentive opportunity for fiscal year 2023 was increased based on a review of competitive market data for the Chief Technology Officer role. We did not achieve the threshold performance goal for adjusted EBITDA for fiscal year 2023 and, accordingly, none of our NEOs received an annual cash incentive for fiscal year 2023. In addition, although Mr. Ibrahim was entitled to receive an annual cash incentive payment equal to 75% of his incentive opportunity, Mr. Ibrahim elected to waive his fiscal year 2023 bonus entitlement. In accordance with SEC disclosure rules, because Mr. Ibrahim’s bonus was awarded prior to his waiver of the bonus, the Fiscal 2023 Summary Compensation Table includes Mr. Ibrahim’s waived fiscal year 2023 bonus amount in the “Bonus” column.
Other Bonuses
Other Bonuses In fiscal year 2023, certain of our NEOs received bonuses as follows: •Pursuant to the terms of his January 2023 offer letter, which included a sign on bonus of $1,000,000 paid in quarterly installments, Mr. Ibrahim received a bonus payment of $250,000, with the remaining sign on bonus to be paid to Mr. Ibrahim in fiscal year 2024 based on his continued service through each of the payment dates. •Pursuant to the terms of her December 2021 offer letter, which included a sign on bonus of $85,000 paid in two semi-annual installments, Ms. Koehler received the second $42,500 installment of her bonus payment in fiscal year 2023.
Long-term Equity Incentives
Long-term Equity Incentives The following table sets forth the grant date fair value of awards of RSUs and stock options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), granted to our NEOs in fiscal year 2023 as well as the new hire awards to Mr. Ibrahim in fiscal year 2023. The grant levels were determined based on the competitive market and our historical compensation practices. Each of the NEOs received an equity grant in fiscal 2023 other than Ms. Koehler due to the timing of her commencement of employment in the third quarter of the Company's fiscal year 2022.
Long-term Equity Incentives
| 22 | 2023 Proxy Statement BARK |
Long-term Equity Incentives
| Table of Contents | EXECUTIVE COMPENSATION |
Long-term Equity Incentives
| Named Executive Officer | Stock Options ($) | RSUs ($) | | Matt Meeker | 708,561 | — | | Zahir Ibrahim | 953,250(1) | 1,432,500(1) | | Allison Koehler | — | — | | Nari Sitaraman | 376,822(1) | 1,725,000(1)(2) |
Long-term Equity Incentives
(1)These options and RSUs, as applicable, vest 25% on the first anniversary of the date of grant, and then in substantially equal quarterly amounts over the remaining three years. (2)Mr. Sitaraman received a retention RSU grant in the amount of $517,500 that was scheduled to vest over three years, with one-third of the RSUs vesting monthly in year one and the remaining amount scheduled to vest in substantially equal quarterly amounts over the remaining two years.This award was granted as a retention device in recognition of Mr. Sitaraman's equity holdings at the time and the impact of the decrease in the price of the Company's common stock on his equity award holdings. In order to further align Mr. Meeker’s interests with those of our stockholders and to incentivize actions that support the creation of stockholder value, on April 15, 2022, Mr. Meeker was granted a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest.
Ms. Gustafson
Ms. Gustafson Ms. Gustafson resigned as Chief Marketing Officer in February 2023. Ms. Gustafson did not receive any payment in connection with her resignation. For fiscal year 2023, Ms. Gustafson’s base salary was established at $400,000, and her target incentive bonus opportunity was set at 50% of her base salary. In connection with the commencement of her employment with the Company, Ms. Gustafson received a sign-on bonus of $125,000 and an initial equity grant on August 8, 2022 of 303,030 RSUs and 303,030 stock options, which she forfeited in connection with her resignation.
Mr. Richburg
Mr. Richburg Mr. Richburg resigned as Chief People Officer in May 2022. Mr. Richburg did not receive any payment in connection with his resignation. For fiscal year 2023, Mr. Richburg's base salary was increased from $325,000 to $350,000 on April 4, 2022 and he received an equity grant on April 11, 2022 of RSUs with a grant date fair value of $345,000 and stock options with a grant date fair value of $427,620, each of which was forfeited in connection with his resignation. Mr. Richburg also received a retention RSU grant with a grant date fair value of $517,500 that was scheduled to vest over three years, with one-third of the RSUs vesting monthly in year one and the remaining amount vesting in substantially equal quarterly amounts over the remaining two years. Mr. Richburg received this retention RSU grant as an inducement for him to remain with the Company and in recognition of Mr. Richburg's current equity holdings and the impact of the decrease in the price of the Company's common stock on his equity holdings. At the time of his separation, this grant had partially vested based on his service during the year in accordance with the terms of the award agreement.
Role of the Compensation Committee
Role of the Compensation Committee The Compensation Committee meets regularly with management, and in executive session without members of management present, to make decisions regarding our executive compensation programs and the compensation of our Chief Executive Officer and other executives. In making executive compensation decisions, the Compensation Committee reviews a variety of market data and information, including peer group and relevant industry information. The Chair of the Compensation Committee regularly reports on the committee’s actions to our Board. The Compensation Committee’s responsibilities include the following: •reviewing and making recommendations to the Board regarding the director compensation program and compensation of the Chief Executive Officer; •approving overall compensation strategy; •approving amounts and forms of executive compensation; •approving goals and objectives to be considered in determining the compensation of the Chief Executive Officer and other executive officers; •reviewing and approving annual and long-term incentive plans and benefit plans; •reviewing and approving equity grants to employees; and •approving on an annual basis, the compensation peer group.
Compensation Consultant
Compensation Consultant Although not retained directly by the Compensation Committee, Compensia served as an advisor to the Company and the Compensation Committee during fiscal year 2023. During fiscal year 2023, Compensia provided advice to the Company and the Compensation Committee with respect to the following: •current trends and best practices in compensation design and program alternatives; •providing and discussing peer group and survey data for competitive comparisons and, based on this information, offering recommendations on NEO compensation, including the Chief Executive Officer and newly hired executives; •offering recommendations, insights and perspectives on compensation-related matters; and •assisting in designing executive compensation programs designed to be competitive and to align the interests of our executives with those of our stockholders. Other than the executive compensation advisory services provided to management and the Compensation Committee, Compensia did not provide any services to the Company with respect to fiscal year 2023.
PEER GROUP
PEER GROUP The Compensation Committee established a compensation peer group (the “Peer Group”) to be used in determining market competitiveness of our compensation programs. To establish our Peer Group, the Compensation Committee evaluated the following considerations:
PEER GROUP
| Consideration | Selection Guidance | Rationale | | Industry | Same as BARK (or related/adjacent) | Typically reflects potential labor market competition and jobs of similar scope | | Revenue | ~0.5x to ~2.0x BARK | Revenue viewed as having the greatest correlation to cash compensation levels (holding other factors constant) | | Market Capitalization | ~0.3x to ~3.0x BARK | Market capitalization viewed as having the greatest influence on equity compensation levels (holding other factors constant) | | Qualitative Factors | Examples: market cap./revenue multiple, revenue growth, IPO timing, the business model | Focus on company alignment and business model to refine group to peers meeting other criteria |
PEER GROUP
Our compensation peer group for fiscal year 2023 is set forth below, which was the same peer group used to evaluate the Company's fiscal year 2022 executive compensation program.
PEER GROUP
| 2U | Etsy | Par Technology Corp | Stitch Fix | | Blue Nile | Eventbrite | Paylocity | Task Rabbit | | Cars.com | FarFetch | Rapid7 | Vroom | | Carvana | Liquidity Services | Rent The Runway | Warby Parker | | Casper Sleep | LivePerson | SeatGeek | Workiva | | ChannelAdvisor | Lyft | Shopify | Yext | | Cimpress | Minted | Shutterfly | Zappos | | Datadog | MongoDB | Shutterstock | Zazzle |
PEER GROUP
For roles where our peer group data is limited, the Compensation Committee also reviewed an evenly weighted blend of our proxy Peer Group data and supplemental market data from Radford Global Compensation Database composed of participating peer companies and relevant industries.
PEER GROUP
| 26 | 2023 Proxy Statement BARK |
PEER GROUP
| Table of Contents | EXECUTIVE COMPENSATION |
SEVERANCE AND CHANGE IN CONTROL
SEVERANCE AND CHANGE IN CONTROL In February 2022, the Compensation Committee approved the terms for a severance and change in control agreement (the "Severance and Change in Control Agreement") for our current NEOs, other than Mr. Meeker, as further described below. These terms are set forth in the following table and were determined after considering severance practices at our Peer Group and input from Compensia. We believe the benefits provided under the Severance and Change in Control Agreements are necessary to meet our objectives to: •attract and retain top executive talent; •ensure our executives remain objective and dedicated to the Company’s strategic objectives; and •facilitate a smooth transition should a change in control occur.
SEVERANCE AND CHANGE IN CONTROL
| Component | Change in Control Termination Event(1) | | Salary Benefit | Twelve (12) months salary continuation | | Bonus | Target annual incentive bonus | | Equity | Full vesting acceleration | | Health Benefits | COBRA subsidy equal to duration of salary benefit |
SEVERANCE AND CHANGE IN CONTROL
(1)The change in control benefits are subject to a double trigger, meaning that both a change in control and a qualifying termination of employment must occur during three months prior to or within twelve months following such change in control. A qualifying termination of employment under the Severance and Change in Control Agreements means termination by the Company without cause or by the executive due to good reason.
SEVERANCE AND CHANGE IN CONTROL
| Component | Severance | | Salary Benefit | Six (6) months salary continuation | | Bonus | None | | Equity | Six (6) months vesting acceleration | | Health Benefits | COBRA subsidy equal to duration of salary benefit |
SEVERANCE AND CHANGE IN CONTROL
Mr. Meeker is not a party to a Severance and Change in Control Agreement and does not have any agreement in place entitling him to cash severance benefits. Mr. Meeker’s stock option agreement relating to his outstanding stock options contains a change in control provision, as described further below. In connection with the commencement of his employment, Mr. Ibrahim entered into a Severance and Change in Control Agreement providing for the same benefits as described above, but with certain modifications which the Compensation Committee approved in connection with the negotiation of the terms of his offer letter and after considering the input of Compensia. In the event of an involuntary termination, Mr. Ibrahim will also receive: (i) a lump sum payment equal to his target annual incentive for the applicable year; (ii) to the extent unpaid, acceleration of his sign-on bonus; and (iii) depending on his period of service with the Company, accelerated vesting of his outstanding equity awards (24 months of acceleration for terminations prior to his one-year anniversary with the Company, 12 months of acceleration for terminations after his one-year anniversary but prior to his two-year anniversary with the Company and six months of acceleration for terminations after his second anniversary with the Company). In addition, in lieu of the benefits described above, in the event of an involuntary termination occurring six (6) months prior to, or eighteen (18) months after, a change in control, Mr. Ibrahim will receive: (i) a lump sum payment equal to two (2) times annual base salary plus the target annual bonus for the relevant fiscal year, (ii) to the extent unpaid, acceleration of the sign-on bonus; (iii) full acceleration of all outstanding equity awards; and (iv) twenty four (24) months continued health insurance coverage under COBRA.
FISCAL YEAR 2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Matt Meeker | 2023 | 519,231 | — | — | 708,561 | — | — | 1,227,792 | | Chief Executive Officer | 2022 | 375,000 | 57,692(5) | — | — | — | — | 432,692 | | | 2021 | 355,769 | — | — | — | 89,063(6) | — | 444,832 | | Zahir Ibrahim(4) | 2023 | 109,038 | 545,312(5) | 1,432,500 | 953,250 | — | 130 | 3,040,230(6) | | Chief Financial Officer | | | | | | | | | | Allison Koehler | 2023 | 328,077 | 42,500(7) | —(8) | —(8) | — | — | 370,577 | | General Counsel | 2022 | 94,769 | 194,363 | 843,751 | 102,864 | — | — | 1,235,747 | | Nari Sitaraman | 2023 | 423,077 | — | 1,725,000 | 376,822 | | 780 | 2,525,679 | | Chief Technology Officer | 2022 | 273,145 | 326,453 | 1,250,001 | 931,178 | | 10,012 | 2,780,777 | | Cindy Gustafson(9) | 2023 | 206,154 | 125,000(10) | 660,605 | 378,456 | — | — | 1,370,215 | | Former Chief Marketing Officer | | | | | | | | | | Rustin Richburg(11) | 2023 | 66,731 | — | 862,500 | 427,620 | — | 130 | 1,356,981 | | Former Chief People Officer | 2022 | 325,780 | — | — | — | — | 780 | 326,560 | | Howard Yeaton(12) | 2023 | 290,769 | — | 172,500 | — | — | 90,000(13) | 553,269 | | Former Interim Chief Financial Officer | 2022 | 124,615 | — | — | — | — | 21,290 | 145,905 |
FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information on plan-based awards made during fiscal year ended 2023 to our NEOs.
FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Stock Options (#)(4) | Exercise of base price of Stock Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock Options and RSUs ($)(6) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Matt Meeker | — | 262,500 | 393,750 | 525,000 | — | — | — | — | — | — | — | | | 4/15/22 | — | — | — | 200,000 | 400,000 | 600,000 | — | — | 3.31 | 708,561 | | Zahir Ibrahim | 1/17/23 | — | — | — | — | — | — | 750,000 | — | — | 1,432,500 | | | 1/17/23 | — | — | — | — | — | — | — | 750,000 | 1.91 | 953,250 | | Allison Koehler | — | 66,000 | 99,000 | 132,000 | — | — | — | — | — | — | — | | Nari Sitaraman | — | 106,250 | 159,375 | 212,500 | — | — | — | — | — | — | — | | | 4/11/22 | — | — | — | — | — | — | 350,000 | — | — | 1,207,500 | | | 4/11/22 | — | — | — | — | — | — | 150,000 | — | — | 517,500 | | | 4/11/22 | — | — | — | — | — | — | — | 192,600 | 3.45 | 376,822 | | Cindy Gustafson | — | 100,000 | 150,000 | 200,000 | — | — | — | — | — | — | — | | | 8/11/22 | — | — | — | — | — | — | 303,030 | — | — | 660,605 | | | 8/11/22 | — | — | — | — | — | — | — | 303,030 | 2.18 | 378,456 | | Rustin Richburg | — | 87,500 | 131,250 | 175,000 | — | — | — | — | — | — | — | | | 4/11/22 | — | — | — | — | — | — | 150,000 | — | — | 517,500 | | | 4/11/22 | — | — | — | — | — | — | 100,000 | — | — | 345,000 | | | 4/11/22 | — | — | — | — | — | — | — | 218,564 | 3.45 | 427,620 | | Howard Yeaton | 4/11/22 | — | — | — | — | — | — | 50,000 | — | — | 172,500 |
FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
(1)Represents the threshold, target, and maximum bonus opportunities under the fiscal year 2023 annual cash incentive program. As noted in the Compensation Discussion and Analysis, the Company did not achieve the threshold performance goal and no bonus was paid out for fiscal year 2023. Pursuant to the terms of Mr. Ibrahim's offer letter, he was eligible for a guaranteed annual cash incentive payment, pro-rated for his service during the year, and thus is excluded from this table. (2)The amounts reported in these columns represent the performance-based option award granted to Mr. Meeker under the 2021 Equity Incentive Plan. On April 15, 2022, Mr. Meeker was granted a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days, in each case, subject to his continued employment through the vesting date. In order to vest, the vesting conditions must be achieved on or prior to the 10-year expiration date. (3)Except as noted below, each RSU award was granted under our 2021 Equity Incentive Plan, with each RSU award vesting 25% on the first anniversary of the vesting commencement date and in 12 equal installments on a quarterly basis thereafter. Mr. Ibrahim's vesting commencement date was January 10, 2023. Mr. Sitaraman’s vesting commencement date was April 10, 2022, with Mr. Sitaraman’s retention RSU award for 150,000 RSUs vesting over a three year period, with the first year vesting monthly and then quarterly vesting for the remaining two years thereafter.
FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
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FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
Mr. Richburg’s vesting commencement date was April 10, 2022, with Mr. Richburg's retention RSU award for 150,000 RSUs vesting over a three year period, with the first year vesting monthly and then quarterly vesting for the remaining two years thereafter. Ms. Gustafson’s vesting commencement date was May 10, 2022. Mr. Yeaton’s RSU award vested in full 90 days after the date of grant. Vesting will occur only if the NEO is continuously employed by the Company on the applicable vesting date, except a portion of the RSU award may vest in cases involving termination without cause or resignation for good reason following a change in control. See “Executive Compensation—Fiscal Year 2023 Potential Payments Upon Termination, Change in Control and Death or Disability.” (4)Each option award was granted under our 2021 Equity Incentive Plan, with each option award vesting 25% on the first anniversary of the vesting commencement date and in 12 equal installments on a quarterly basis thereafter. Mr. Ibrahim's vesting commencement date was January 10, 2023. Mr. Sitaraman’s vesting commencement date was April 10, 2022. Mr. Richburg’s vesting commencement date was April 10, 2022. Ms. Gustafson’s vesting commencement date was May 10, 2022. Vesting will occur only if the NEO is continuously employed by the Company, except a portion of the option award may vest in cases involving termination without cause or resignation for good reason following a change in control. See “Executive Compensation—Fiscal Year 2023 Potential Payments Upon Termination, Change in Control and Death or Disability.” Upon change of control, Mr. Meeker's vesting converts to time-based vesting, and if double trigger, vesting shall accelerate and all shares shall immediately vest. (5)The exercise price was determined using the closing price of the Company’s common stock on the applicable grant date. (6)This column represents the aggregate grant date fair value of RSU and option awards granted to the NEOs, each computed in accordance with ASC 718. The grant date fair value for RSU awards granted in fiscal year ended 2023 was determined using the closing price of the Company’s common stock on the grant date multiplied by the number of shares subject to the award. In the case of Mr. Meeker, his performance option award is calculated based on the probable level of achievement of the underlying market-based vesting condition. Under ASC Topic 718, the vesting conditions related to Mr. Meeker’s performance option award are considered market conditions and not performance conditions. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for Mr. Meeker’s performance option award that could be calculated and disclosed based on achievement of the underlying market condition. See footnote 8 —Stock-Based Compensation Plans to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts for the option awards.
FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS TABLE
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FISCAL YEAR 2023 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
FISCAL YEAR 2023 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE The following table presents information regarding the outstanding stock options and RSUs held by each of our NEOs as of March 31, 2023.
FISCAL YEAR 2023 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
| | Option Awards | | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(1) | | Matt Meeker | 10/11/19 | 7/1/19(2) | 1,194,817 | 116,568 | | 1.37 | 10/10/29 | — | — | | | 4/15/22 | 4/10/22(3) | — | — | 600,000 | 3.31 | 4/14/32 | — | — | | Zahir Ibrahim | 1/17/23 | 1/10/23(4) | — | 750,000 | | 1.91 | 1/17/33 | — | — | | | 1/17/23 | 1/10/23(4) | — | — | | — | — | 750,000 | 1,087,500 | | Allison Koehler | 2/22/22 | 12/15/21(5) | 20,312 | 44,688 | | 2.87 | 2/21/32 | — | — | | | 2/22/22 | 12/15/21(5) | — | — | | — | — | 202,118 | 293,071 | | Nari Sitaraman | 4/11/22 | 4/10/22(6) | — | 192,600 | | 3.45 | 4/10/32 | — | — | | | 4/11/22 | 4/10/22(7) | — | — | | — | — | 150,000 | 217,500 | | | 4/11/22 | 4/10/22(6) | — | — | | — | — | 350,000 | 507,500 | | | 8/11/21 | 7/12/21(8) | 80,250 | 112,350 | | 9.16 | 8/10/31 | — | — | | | 8/11/21 | 7/12/21(8) | — | — | | — | — | 85,290 | 123,671 | | Cindy Gustafson | — | — | — | — | | — | — | — | — | | Rustin Richburg | — | — | — | — | | — | — | — | — | | Howard Yeaton | — | — | — | — | | — | — | — | — |
FISCAL YEAR 2023 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
(1)The amount represents the number of unvested RSUs as of March 31, 2023 multiplied by the closing stock price of $1.45 as of such date. (2)These stock options vest over a 4-year period in 48 substantially equal monthly installments after July 1, 2019. (3)These stock options will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. (4)These stock options and RSUs will vest 25% on January 10, 2024 and the remainder shall vest quarterly in 12 substantially equal installments after January 10, 2024. (5)These stock options and RSUs vested 25% on December 15, 2022 and the remainder shall vest monthly in 36 substantially equal monthly installments after December 15, 2022. (6)These stock options and RSUs vested 25% on April 10, 2023 and the remainder shall vest quarterly in 12 substantially equal installments after April 10, 2023. (7)These RSUs vested 50% on April 10, 2023 and the remainder shall vest quarterly in 8 substantially equal installments after April 10, 2023. (8)These stock options and RSUs vested 25% on July 12, 2022 and the remainder vest monthly over a 4-year period in 36 substantially equal installments after July 12, 2022.
FISCAL YEAR 2023 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
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FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the number of shares of the Company’s common stock acquired by NEOs through stock option exercises and upon the vesting of RSUs for the fiscal year ended 2023. The table presents the value realized upon such exercises or vesting, as calculated, in the case of stock options, based on the difference between the closing price of the Company’s common stock on the date of exercise (or, in the event the date of the exercise occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day) and the option exercise price and, in the case of RSUs, based on the closing price per share of the Company’s common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of the Company’s common stock on the immediately preceding trading day).
FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Matt Meeker | — | — | — | — | | Zahir Ibrahim | — | — | — | — | | Allison Koehler(1) | — | — | 91,873 | 137,013 | | Nari Sitaraman(2) | — | — | 97,006 | 165,760 | | Cindy Gustafson | — | — | — | — | | Rustin Richburg(3) | — | — | 4,167 | 9,751 | | Howard Yeaton(4) | — | — | 50,000 | 69,000 |
FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE
(1)Ms. Koehler's RSUs were granted on December 15, 2021 with a vesting commencement date of December 15, 2021, which vested 25% on December 15, 2022, and thereafter monthly in thirty six substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each monthly vesting date. (2)Mr. Sitaraman's RSUs were granted on August 11, 2021 with a vesting commencement date of July 12, 2021, vested 25% on July 12, 2022, and thereafter monthly in thirty six substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each monthly vesting date. (3)Mr. Richburg's RSU award was granted on April 11, 2022 and vested on a monthly basis through the date of his termination. This amount includes the fair market value of these RSUs based on the Company’s stock price on the vesting date. (4)Mr. Yeaton's RSUs were granted on April 11, 2022 and vested on July 9, 2022. This amount includes the fair market value of these RSUs based on the Company’s stock price on the vesting date.
FISCAL YEAR 2023 OPTION EXERCISES AND STOCK VESTED TABLE
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FISCAL YEAR 2023 POTENTIAL PAYMENTS UPON TERMINATION, CHANGE IN CONTROL AND DEATH OR DISABILITY
FISCAL YEAR 2023 POTENTIAL PAYMENTS UPON TERMINATION, CHANGE IN CONTROL AND DEATH OR DISABILITY The table below reflects the value of compensation and benefits that would become payable to each of the NEOs if the NEO were terminated (i) without cause or for good reason; or (ii) without cause or for good reason in connection with a change in control (or, for options granted under our 2021 Equity Incentive Plan, a stock sale); on March 31, 2023, with the value of any equity vesting based on the Company’s closing stock price of $1.45 on such date. In the case of Mr. Meeker, these amounts are based upon the terms of his stock option agreement applicable to his outstanding and unvested equity awards as of such date. In the case, of Mr. Ibrahim, Ms. Koehler, and Mr. Sitaraman, these amounts are based upon the terms of the Severance and Change in Control Agreements and the equity award agreements for each of their respective outstanding and unvested equity awards as of such date. These benefits are in addition to the benefits under then-exercisable stock options and the benefits available generally to salaried employees, such as distributions under the Company’s broad based 401(k) plan. The actual amounts that would be paid in such circumstances can be determined only at the time of any such event. Due to a number of factors that affect the nature and amount of any benefits provided upon such an event, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event and the Company’s stock price.
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Meeker, our CEO. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
Fiscal Year 2023 Pay Ratio Calculation
Fiscal Year 2023 Pay Ratio Calculation •This year, the median of the annual total compensation of all of our employees other than Mr. Meeker was $41,496. •Mr. Meeker’s annual total compensation, as reported in the 2023 Summary Compensation Table, was $1,227,792. •Based on this information and the disclosures provided in this section, the ratio of the annual total compensation of Mr. Meeker to the median employee’s annual total compensation is 25:1. Once identified, we calculated the median employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the 2023 Summary Compensation Table with respect to each of the NEOs.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Provided below is the Company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. As required by Item 402(v), we have included: •A table that compares the total compensation of our NEOs as presented in the Summary Compensation Table (“SCT”) for each year to pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid” or “CAP”) and that compares CAP to specified performance measures; •Narratives that describe: ◦the relationship between our cumulative total shareholder return (“TSR”) and the TSR of the S&P Retail Internet Select Industry Index (“Peer Group TSR”); ◦the relationship between CAP and our TSR; ◦the relationship between CAP and adjusted EBITDA, which is our Company Selected Measure (“CSM”); and ◦the relationship between CAP and Net Loss; and •A list of the most important measures that our Compensation Committee used in 2023 to link CAP to Company performance. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, the Compensation Committee does not use CAP as a basis for making compensation decisions. Please refer to the "Compensation Discussion and Analysis" section of this Proxy Statement for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with Company performance.
PAY VERSUS PERFORMANCE
| Fiscal Year(1)(2) | Summary Compensation Table Total for Meeker ($) | Summary Compensation Table Total for Joneja ($) | Compensation Actually Paid to Meeker ($) | Compensation Actually Paid to Joneja ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on:(3) | | Net Loss (in thousands) ($) | Company Selected Measure: Adjusted EBITDA (in thousands) ($)(4) | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | 2023 | 1,227,792 | — | 871,462 | — | 1,536,159 | 637,825 | 11.46 | 101.57 | (61,519) | (31,265) | | 2022 | 432,692 | 4,643,141 | (2,639,437) | 25,181,223 | 928,518 | (568,608) | 29.95 | 120.09 | (68,299) | (57,802) | | 2021 | 444,832 | 17,761,808 | 7,819,804 | 53,597,312 | 955,349 | 6,552,423 | 87.91 | 140.53 | (31,391) | (7,854) |
PAY VERSUS PERFORMANCE
(1)During Fiscal Year 2021, Mr. Meeker served as our Principal Executive Officer (‘‘PEO’’) until September 12, 2020, when Mr. Joneja was appointed. Mr. Meeker then resumed the role of our PEO on January 10, 2022. Our other NEOs for the applicable fiscal years were as follows: •Fiscal Year 2023: Mr. Ibrahim, Ms. Koehler, Mr. Sitaraman, Ms. Gustafson, Mr. Richburg and Mr. Yeaton •Fiscal Year 2022: Ms. Koehler, Mr. Richburg, Mr. Sitaraman, Mr. Novotny, Mr. Toth and Mr. Yeaton •Fiscal Year 2021: Mr. Toth and Mr. Kamali
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
(2)The Summary Compensation Table totals reported for our PEOs and the average of the Non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”:
PAY VERSUS PERFORMANCE
| | 2023 | | | 2022 | | | 2021 | | | | | Meeker ($) | Joneja ($) | Average for other NEOs ($) | Meeker ($) | Joneja ($) | Average for other NEOs ($) | Meeker ($) | Joneja ($) | Average for other NEOs ($) | | Summary Compensation Table Total | 1,227,792 | — | 1,536,159 | 432,692 | 4,643,141 | 928,518 | 444,832 | 17,761,808 | 955,349 | | Adjustments | | | | | | | | | | | Deduction for amount reported under the "Stock Awards" and "Option Awards" Columns of the Summary Compensation Table | (708,561) | — | (1,164,876) | — | (3,215,608) | (521,299) | — | (16,723,058) | (665,825) | | Increase/deduction for the inclusion of Rule 402(v) Equity Values(*): | | | | | | | | | | | Fiscal year end fair value of awards granted during covered fiscal year | 57,600 | — | 311,250 | — | — | 365,657 | — | 52,558,562 | — | | Change in covered fiscal year end fair value (compared to prior fiscal year end fair value) of outstanding and unvested awards granted in prior fiscal years | (237,799) | — | (90,094) | (5,580,116) | — | (1,746,684) | 6,152,467 | — | 5,848,488 | | Fair value as of vesting date of awards granted and vested in the same fiscal year | — | — | 18,680 | — | — | 91,656 | — | — | 240,839 | | Fair value as of vesting date of awards granted in prior fiscal years | 532,430 | — | 26,706 | 2,507,987 | 23,753,690 | 313,544 | 1,222,505 | — | 173,572 | | Fair value at the end of the prior fiscal year of awards granted in any prior fiscal years that failed to meet vesting conditions in the covered fiscal year | — | — | — | — | — | — | — | — | — | | Total | 352,231 | — | 266,542 | (3,072,129) | 23,753,690 | (975,827) | 7,374,972 | 52,558,562 | 6,262,899 | | COMPENSATION ACTUALLY PAID | 871,462 | — | 637,825 | (2,639,437) | 25,181,223 | (568,608) | 7,819,804 | 53,597,312 | 6,552,423 |
PAY VERSUS PERFORMANCE
(*) Compensation Actually Paid excludes the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table total. The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. The Rule 402(v) Equity Values reflect the aggregate of the following components, as applicable: (i) add the fair value as of the end of the covered fiscal year of all awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) add, for awards that are granted and vest in the same fiscal year, the fair value as of the vesting date; (iv) add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, and (v) subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant or the Company’s approach to valuation employed in its financial statements. Any awards subject to performance-based vesting conditions are valued based on the attainment level as of the applicable vesting date or, in the case of awards that remain subject to performance conditions as of the end of the applicable fiscal year, based on the probably level of achievement as of such date. (3)The peer group for the Peer Group TSR for each listed fiscal year is the S&P Retail Internet Select Industry Index, which is the same peer group disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. The Peer Group TSR and the Company TSR reflect the cumulative total stockholder return on our common stock and the cumulative total return on the S&P Retail Internet Select Industry index. The numbers assume an initial investment of $100 in our common stock at the market close on December 18, 2020, which was the first day on which our common stock commenced trading on its own, through March 31, 2023, the last business day of our 2023 fiscal year. The Peer Group TSR equals stock price appreciation plus reinvestment of dividends. (4)The Company has identified Adjusted EBITDA as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link Compensation Actually Paid to the PEO and the Other NEOs in fiscal year 2023 to the Company’s performance. For purposes of the fiscal year 2023 annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest expense; (2) depreciation and amortization; (3) stock-based compensation expense; (4) change in fair value of warrants and derivatives; (5) sales and use tax expense; (6) restructuring charges related to reduction in force payments; (7) executive transition costs; (8) duplicative rent expense incurred during the relocation of our corporate headquarters; (9) impairment of assets; (10) transaction costs; (11) demurrage fees related to freight; and (11) other one-time items not viewed as indicative of our day-to-day performance.
PAY VERSUS PERFORMANCE
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Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures As discussed in “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is designed to drive sustained meaningful profitable growth and stockholder value creation. We believe our executive compensation programs are well designed and aligned to stockholder interests. Northern Star Acquisition Corp., a special purpose acquisition company, commenced trading on the NYSE on December 18, 2020. On June 1, 2021, Northern Star Acquisition Corp. completed its acquisition of Barkbox, Inc. (“Barkbox”), resulting in the trading of BARK, Inc. on the NYSE. The CAP for each of our Named Executive Officers is reflective of our stock price performance over this timeframe as Barkbox evolved from a private company as of fiscal year end 2021 and part of fiscal year 2022 to a publicly-traded company on June 1, 2021, with the stock price then fluctuating as a publicly-traded company and ultimately decreasing 88% cumulatively by fiscal year end 2023. Our management team also evolved over this time, with the CAP impacted by compensation decisions made in connection with the recruitment of members of our management team as well as separations. •Relationship Between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative TSR. Mr. Meeker's CAP fluctuated from $7,819,804 in fiscal year 2021 to a negative $2,639,437 in fiscal year 2022 to $871,462 in fiscal year 2023. These fluctuations were primarily the result of the increase, and then subsequent decrease, in the price of our common stock prior to, and after, the Business Combination as well as the timing of the Business Combination. Mr. Joneja's CAP decreased from $53,597,312 in fiscal year 2021 to $25,181,223 in fiscal year 2022, or 53.0%, primarily due to the result of the increase, and then subsequent decrease, in the price of our common stock prior to, and after, the Business Combination as well as the timing of the Business Combination. Mr. Joneja's CAP for fiscal year 2021 was primarily driven by the initial stock option award that Mr. Joneja received as an inducement to join the Company, the value of which increased by the end of fiscal year 2021 as a result of the timing of the Business Combination. Mr. Joneja has not exercised any portion of this stock option award, which is now underwater and will expire on June 30, 2023 and, thus, will recognize no value from such award despite it being reflected as CAP per SEC disclosure rules. The Average CAP for the Non-PEO NEOs in fiscal year 2021 was $6,552,423, which was primarily due to the unvested amount of a prior year grant to Mr. Kamali that was granted in such prior year and which increased in value as a result of the timing of the Business Combination and the fact that there were only two Non-PEO NEOs in fiscal year 2021. The Average CAP for the Non-PEO NEOs in fiscal year 2022 was a negative $568,608 compared to a positive $637,825 in fiscal year 2023. There is no discernible relationship between the CAP for our CEOs and the CAP for the Non-PEO NEOs. •Relationship Between the Company’s TSR and the Peer Group TSR. TSR for the peer group disclosed in the table above remained relatively flat, increasing slightly by 1.6% from fiscal year 2021 to fiscal year 2023 as compared to the Company’s TSR, which decreased by 88.5% over the same time period. •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and our Net Loss. Net income/(loss) is not a component of our executive compensation program. Our Net Loss increased 117.6% from fiscal year 2021 to fiscal year 2022 and then improved by 9.9% from fiscal year 2022 to fiscal year 2023, which was the result of the timing of the Business Combination in fiscal year 2022 and cost associated with becoming a public company in fiscal year 2023. As described above, Mr. Meeker's CAP fluctuated from positive in fiscal year 2021 to negative in fiscal year 2022 to positive again in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. Mr. Joneja's CAP decreased from $53,597,312 in fiscal year 2021 to $25,181,223 in fiscal year 2022, or 53.0%, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. The Average CAP for the Non-PEO NEOs in fiscal year 2021 was $6,552,423, in fiscal year 2022 was a negative $568,608 and a positive $637,825 in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. •Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Adjusted EBITDA. Our Adjusted EBITDA decreased over six-fold from fiscal year 2021 to fiscal year 2022 and then increased 45.9% from fiscal year 2022 to fiscal year 2023, which was the result of the timing of the Business Combination in fiscal year 2022 and costs associated with becoming a public company in fiscal year 2023. As described above, Mr. Meeker's CAP fluctuated from positive in fiscal year 2021 to negative in fiscal year 2022 to positive again in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. Mr. Joneja's CAP decreased from $53,597,312 in fiscal year 2021 to $25,181,223 in fiscal year 2022, or 53.0%, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period. The Average CAP for the Non-PEO NEOs in fiscal year 2021 was $6,552,423, in fiscal year 2022 was a negative $568,608 and a positive $637,825 in fiscal year 2023, with such fluctuations driven primarily by fluctuations in our stock price during the applicable period.
Relationship Between Compensation Actually Paid and Performance Measures
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Relationship Between Compensation Actually Paid and Performance Measures
| Table of Contents | EXECUTIVE COMPENSATION |
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Amended and Restated Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware General Corporation Law. Subject to very limited exceptions, our Amended and Restated Bylaws also require us to advance expenses incurred by our directors and officers.
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
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INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding the beneficial ownership of our common stock as of June 9, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock: •each person known by us to be the beneficial owner of more than 5% of our common stock; •each of our executive officers and directors; and •all of our executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Percentage of beneficial ownership is based on 178,357,070 shares of our common stock outstanding as of June 9, 2023. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of BARK common stock beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o BARK, Inc., 120 Broadway, 12th Floor, New York, NY 10271.
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (#)(1) | Percentage of Outstanding Shares (%) | | Directors and Named Executive Officers | | | | Matt Meeker(2) | 11,176,121 | 6.2 | | Joanna Coles | 302,890 | * | | Paulette Dodson | — | — | | David Kamenetzky | 327,802 | * | | Jim McGinty | 60,000 | * | | Betsy McLaughlin | 657,801 | * | | Michele Meyer | — | — | | Henrik Werdelin(3)(9) | 12,608,364 | 7.0 | | Zahir Ibrahim | 200,000 | * | | Allison Koehler(4) | 106,601 | * | | Nari Sitaraman(5) | 323,168 | * | | Cindy Gustafson | — | — | | Rustin Richberg | 2,435 | * | | Howard Yeaton | 50,000 | * | | All executive officers and directors as a group (11 individuals)(6) | 25,762,747 | 14.4 |
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
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INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
| Table of Contents | SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT |
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (#)(1) | Percentage of Outstanding Shares (%) | | 5% Beneficial Holders | | | | Entities affiliated with RRE Ventures(7) | 22,604,760 | 12.7 | | Carly Strife(8) | 12,919,300 | 7.2 | | Prehype Ventures LLC(9) | 11,040,385 | 6.2 |
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
*Less than 1%. (1)Shares shown in this table include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. (2)Includes options to purchase 1,311,385 shares of common stock held by Mr. Meeker that may be exercised within 60 days of June 9, 2023. (3)Includes options to purchase 936,756 shares of common stock held by Mr. Werdelin that may be exercised within 60 days of June 9, 2023. (4)Includes (i) options to purchase 25,729 shares of common stock held by Ms. Koehler that may be exercised within 60 days of June 9, 2023 and (ii) 12,250 restricted stock units held by Ms. Koehler that will settle within 60 days of June 9, 2023. (5)Includes (i) options to purchase 156,487 shares of common stock held by Mr. Sitaraman that may be exercised within 60 days of June 9, 2023 and (ii) 40,061 restricted stock units held by Mr. Sitaraman that will settle within 60 days of June 9, 2023. (6)Includes (i) options to purchase 2,430,357 shares of common stock that may be exercised within 60 days of June 9, 2023 and (ii) 52,311 restricted stock units that will vest within 60 days of June 9, 2023. (7)Represents (i) 3,955,108 shares of common stock held by RRE Leaders Fund, L.P. and (ii) 18,649,652 shares of common stock held by RRE Ventures V, L.P. RRE Leaders GP, LLC is the general partner of RRE Leaders Fund, L.P. and has shared voting and dispositive power with respect to the shares held by RRE Leaders Fund, L.P. RRE Ventures GP V, LLC is the general partner of RRE Ventures V, L.P. and has shared voting and dispositive power with respect to the shares held by RRE Ventures V, L.P. Each of James D. Robinson IV, Stuart J. Ellman and William D. Porteous is a managing member of RRE Leaders GP, LLC and RRE Ventures GP V, LLC and has shared voting and dispositive power with respect to the shares of held by RRE Leaders Fund, L.P. and RRE Ventures V, L.P. The business address for each of these entities and individuals is 130 E 59th St., Floor 17, New York, NY 10022. The foregoing information was derived solely from a Schedule 13G filed by the reporting persons with the SEC on June 11, 2021. (8)Represents (i) 11,389,352 shares of common stock held by the Carly J. Strife, (ii) 655,692 shares held by the Carly J. Strife Family Trust of which Ms. Strife is a beneficiary and (ii) options to purchase 874,256 shares of common stock held by Ms. Strife that may be exercised within 60 days of June 9, 2023. Ms. Strife has sole voting and dispositive power with respect to these shares. The foregoing information was based on a Schedule 13D filed by Ms. Strife on June 11, 2021, with additional information in the Company’s records. (9)Henrik Werdelin is the managing member of Prehype Ventures LLC and has sole voting and investment power with regard to the shares held by Prehype Ventures LLC. The business address for Prehype Ventures LLC is 145 Bergen Street, #1, Brooklyn, NY 11217. The foregoing information was derived solely from a Schedule 13D filed by the reporting persons with the SEC on June 11, 2021.