DEF 14A of Bark, Inc.
Filed Jul 29, 2024 · FY20240001819574-24-000032
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 2026 Annual Meeting | Term Expiring at the 2024 Annual Meeting | | •Betsy McLaughlin •Henrik Werdelin | •Paulette Dodson •Matt Meeker •Michele Meyer | •Larry Bodner •Jim McGinty |
INFORMATION ABOUT OUR BOARD
| BARK 2024 Proxy Statement | 1 |
INFORMATION ABOUT OUR BOARD
| PROPOSAL ONE | Table of Contents |
INFORMATION ABOUT OUR DIRECTORS
INFORMATION ABOUT OUR DIRECTORS
Class C Directors
Class C Directors Directors with terms expiring at the 2024 Annual Meeting:
Class C Directors
| Larry Bodner Age: 61 Director Since: September 2023 | | | | COMMITTEES •Audit | | | | PUBLIC COMPANY BOARDS •Hostess Brands (NASDAQ: TWNK) (2016-2023) | CAREER HIGHLIGHTS •CEO of Dollar Shave Club (2023-present) •CEO of Bulletproof 360 (2019-2023) •CFO of Sovos Brands (2017-2019) | | | PRIVATE COMPANY BOARDS •None | KEY QUALIFICATIONS AND EXPERIENCES •High Level of Financial Experience •Extensive experience in corporate strategy, business development and pet and food companies •Relevant Senior Leadership/CEO & CFO •Family includes two Bernese Mountain Dogs, Jake & Moose | |
Class C Directors
| Jim McGinty Age: 62 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 •Chief Financial Officer of Hot Topic, Inc. from January 2001 through January 2013 (NASDAQ: HOTT) | | | 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 C Directors
| 2 | 2024 Proxy Statement BARK |
Class C Directors
| Table of Contents | PROPOSAL ONE |
Class A Directors
Class A Directors
Class A Directors
| Betsy McLaughlin Lead Independent Director Age: 63 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 2024 Proxy Statement | 3 |
Class A Directors
| PROPOSAL ONE | Table of Contents |
Class A Directors
| Henrik Werdelin Age: 48 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 •None | KEY QUALIFICATIONS AND EXPERIENCES •Extensive experience of BARK’s business •Innovation/technology experience •Recognized entrepreneur and AI keynote speaker •Adopted Molly. a Labrador Retriever, in 2013 | |
Class B Directors
Class B Directors
Class B Directors
| Paulette Dodson Age: 60 Director Since: March 2023 | | | | COMMITTEES •Corporate Governance & Nominating (Chair) | | | | PUBLIC COMPANY BOARDS •Portillo's (NASDAQ: PTLO) (2021-Present) •Trupanion (NASDAQ: TRUP) (2023-Present) | CAREER HIGHLIGHTS •General Counsel, Alight, Inc. (NYSE: ALIT) from 2018 through 2022 •General Counsel, Petsmart (NASDAQ: PETM) from 2012 through 2018 •General Counsel, Sara Lee (NYSE: SLE) from 2010 through 2012 | | | 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
| 4 | 2024 Proxy Statement BARK |
Class B Directors
| Table of Contents | PROPOSAL ONE |
Class B Directors
| Matt Meeker Executive Chairman Age: 50 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
| Michele Meyer Age: 60 Director Since: March 2023 | | | | COMMITTEES •Compensation | | | | PUBLIC COMPANY BOARDS •GNC (2019-2020) •Embark Trucks (2021-2023) | CAREER HIGHLIGHTS •31 Years at General Mills (NYSE: GIS) from 1988 to 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 B Directors
| BARK 2024 Proxy Statement | 5 |
Class B Directors
| PROPOSAL ONE | Table of Contents |
FISCAL YEAR 2024 DIRECTOR COMPENSATION
FISCAL YEAR 2024 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, 2024. Our founders, Messrs. Meeker and Werdelin, also serve on our Board, but received no additional compensation for such services. Please see the Fiscal Year 2024 Summary Compensation Table for the compensation received by Mr. Meeker for his service as an executive officer of the Company during fiscal year 2024. 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 2024.
FISCAL YEAR 2024 DIRECTOR COMPENSATION
| Name | Fees Earned in Cash ($)(1) | RSU Awards ($)(2) | Stock Option Awards | Total ($) | | Joanna Coles(4) | 12,500 | 42,908 | — | 55,408 | | Larry Bodner(3) | 30,000 | 297,045 | — | 327,045 | | Paulette Dodson(5) | 41,250 | 300,000 | — | 341,250 | | David Kamenetzky(6) | 43,750 | 99,999 | — | 143,749 | | Jim McGinty | 70,000 | 99,999 | — | 169,999 | | Betsy McLaughlin | 90,000 | 99,999 | — | 189,999 | | Michele Meyer(5) | 41,250 | 300,000 | — | 341,250 |
FISCAL YEAR 2024 DIRECTOR COMPENSATION
(1)Amounts reported for “Fees Earned in Cash” reflect fees earned during fiscal year 2024. (2)Amounts reported for “RSU Awards” reflect the aggregate grant date fair value of the RSUs awarded during fiscal year 2024, computed in accordance with ASC 718 based on the closing stock price on the date of the grant. (3)Mr. Bodner was appointed to the Board effective September 19, 2023. (4)Ms. Coles did not stand for reelection at our 2023 annual meeting of stockholders. In recognition of her service and the compensation that she would forfeit because of the change in the annual meeting date prior to the vesting date, Ms. Coles was granted 36,363 RSUs with immediate vesting to recognize her service for such year. (5)Ms. Dodson and Ms. Meyer were appointed to the Board, each effective March 28, 2023, and received their initial RSU awards in fiscal year 2024. (6)Mr. Kamenetzky resigned from the Board effective October 30, 2023. (7)The following table sets forth the aggregate number of outstanding RSUs, including deferred RSUs, held by each non-employee director as of March 31, 2024:
FISCAL YEAR 2024 DIRECTOR COMPENSATION
| Name | Stock Option Awards | RSU Awards | | Larry Bodner | — | 375,000 | | Joanna Coles | — | — | | Paulette Dodson | — | 277,778 | | David Kamenetzky | — | — | | Jim McGinty | — | 157,471 | | Betsy McLaughlin | — | 157,172 | | Michele Meyer | — | 277,778 |
FISCAL YEAR 2024 DIRECTOR COMPENSATION
For the third and fourth quarters of fiscal year 2024, each non-employee director received an annual cash retainer of $50,000 (increased from $40,000 in fiscal year 2023). 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 the applicable vesting date.
FISCAL YEAR 2024 DIRECTOR COMPENSATION
| 6 | 2024 Proxy Statement BARK |
FISCAL YEAR 2024 DIRECTOR COMPENSATION
| Table of Contents | PROPOSAL ONE |
FISCAL YEAR 2024 DIRECTOR COMPENSATION
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 fiscal year 2024 annual refresh grant had a grant date fair value equal to approximately $100,000. 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 $25,000 for creative consulting and administrative services provided to the Company through Prehype, LLC totaling $300,000 and received $1,000 a month towards administrative support through December 31,2023, for a total of $9,000. The monthly fee was unrelated 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 2024.
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM Since the June 2021 acquisition of Barkbox, Inc. by Northern Star Acquisition Corp., a publicly traded special purpose acquisition company (the "Business Combination"), our executive compensation programs have continued to evolve to align with our status as a more mature, publicly-traded company, while still supporting our overall business and compensation objectives. For fiscal year 2024, the principal elements of the compensation program for our NEOs were base salary and incentive compensation delivered in the form of an annual incentive opportunity and long-term equity incentives comprised of restricted stock units (“RSUs”), and stock options. Our executive compensation program is designed to drive sustained meaningful profitable growth and stockholder value creation.
Annual Incentive Opportunity
Annual Incentive Opportunity The NEO’s annual incentive opportunity is set at a level designed to be commensurate with the NEO’s duties and authorities, contributions, and market data. Annual incentive compensation is paid to executives through our annual incentive program and is designed to support our pay-for-performance philosophy. This annual incentive compensation is designed to motivate and reward executives based on the achievement of performance goals established by the Compensation Committee for the fiscal year. The Compensation Committee established incentive goals for the annual incentive program based on achieving threshold, target, and maximum amounts for two financial performance measures: net revenue and adjusted EBITDA (as defined below). The payout amounts for the various performance goals were set as follows: 50% payout for threshold performance; 100% payout for target performance; and 200% payout for performance at or above the maximum performance level. The threshold for a performance measure must be met for a payout for that performance measure under our annual incentive program. The performance measures were weighted at 40% for net revenue and 60% for adjusted EBITDA. At the beginning of fiscal year 2024, the Compensation Committee determined that payouts under the annual incentive program would be comprised of eighty percent (80%) cash and twenty percent (20%) equity in the form of immediately vested and unrestricted shares of the Company.
Annual Incentive Opportunity
| 20 | 2024 Proxy Statement BARK |
Annual Incentive Opportunity
| 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 the 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 market data. 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. 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 Incentive Opportunity
Annual Incentive Opportunity Under the fiscal year 2024 annual incentive program, the Compensation Committee established net revenue and adjusted EBITDA as the performance measures for determining payouts in order to focus management on our path to profitability. The thresholds for the net revenue and adjusted EBITDA performance goals to receive a payout under the annual incentive program were $510.0 million and negative $8.6 million, respectively. For purposes of the annual cash incentive program, adjusted EBITDA is defined as net income (loss), adjusted to exclude: (1) interest income, (2) interest expense, (3) depreciation and amortization expense, (4) stock-based compensation expense, (5) change in fair value of warrants and derivatives, (6) sales and use tax (income) expense, (7) restructuring charges related to reduction in force payments, (8) (gain) loss on extinguishment of debt, (9) duplicate rent expense incurred during the relocation of our corporate headquarters, (10) impairment of assets, (11) transaction costs (12) demurrage fees related to freight, (13) technology transformation and (14) other items comprised of non-recurring retention payments to management, executive transition costs, warehouse restructuring costs, and legal settlements. Following the end of the performance period, as part of its review of the Company’s financial performance against the goals established at the beginning of fiscal year 2024 and in accordance with its authority under the annual incentive program, the Compensation Committee considered whether the impact of any significant corporate events not contemplated at the time the targets were set should lead to an adjustment of any of the performance results. As a result, the Compensation Committee determined that it was appropriate to adjust the results for the adjusted EBITDA performance measure to exclude approximately $2.1 million of expenses primarily related to legal fees and other business investments not anticipated at the time the performance goals were set. For fiscal year 2024, the Compensation Committee established the following incentive opportunities for each of the NEOs based on a comparison with the competitive market. As noted above, the payout amounts for the various performance targets were set as follows: 50% payout for threshold performance; 100% payout for target performance; and 200% payout for performance at or above the maximum performance level.
Annual Incentive Opportunity
| BARK 2024 Proxy Statement | 21 |
Annual Incentive Opportunity
| EXECUTIVE COMPENSATION | Table of Contents |
Annual Incentive Opportunity
| Named Executive Officer | Target Incentive as a Percentage of Base Salary (%) | Target Incentive Payout ($) | | Matt Meeker | 100 | 525,000 | | Zahir Ibrahim | 75 | 412,500 | | Allison Koehler | 40 | 150,000 |
Annual Incentive Opportunity
We achieved the threshold performance goal for adjusted EBITDA but not for net revenue for fiscal year 2024, therefore the NEOs received a partial payout for fiscal year 2024. As noted above, payouts under the annual incentive opportunity were comprised of eighty percent (80%) cash and twenty percent (20%) equity in the form of immediately vested and unrestricted shares of the Company. The payouts were:
Annual Incentive Opportunity
| Named Executive Officer | Shares ($)(1) | Cash ($) | | Matt Meeker | 28,350 | 126,000 | | Zahir Ibrahim | 22,275 | 99,000 | | Allison Koehler | 10,125 | 45,000 |
Annual Incentive Opportunity
(1)The amounts reported in this column represent the portion of the bonus paid in fully vested shares, valued based on the stock price of $1.35 on May 30, 2024, the date the shares were settled.
Other Bonuses
Other Bonuses In fiscal year 2024, 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 bonus payments of $750,000, representing payment of $250,000 per quarter, in fiscal year 2024 based on his continued service through each of the payment dates. •Ms. Koehler received a retention bonus amount of $150,000 subject to clawback if she did not remain with the Company through June 2024, the anniversary date of such bonus.
Long-term Equity Incentives
Long-term Equity Incentives The following table sets forth the grant date fair value of awards of RSUs and stock options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), granted to our NEOs in fiscal year 2024. The grant levels were determined based on the competitive market and our historical compensation practices and the retentive value of outstanding equity awards. Each of the NEOs received an equity grant in fiscal 2024 as follows:
Long-term Equity Incentives
| Named Executive Officer | Stock Options ($)(1) | RSUs ($)(2) | | Matt Meeker | 744,800 | — | | Zahir Ibrahim | — | 540,000 | | Allison Koehler | — | 204,000 |
Long-term Equity Incentives
(1)These options vest annually from the date of grant over three years. (2)These RSUs generally vest 25% on the first anniversary of the date of grant, and then in substantially equal quarterly amounts over the remaining three years.
Compensation Decisions For Former NEO
Compensation Decisions For Former NEO Mr. Sitaraman resigned as Chief Technology Officer in January 2024. Mr. Sitaraman did not receive any severance benefits or equity vesting in connection with his resignation. For fiscal year 2024, Mr. Sitaraman's base salary was increased from $425,000 to $450,000 on April 4, 2023 and he received an equity grant on August 10, 2023 of RSUs with a grant date fair value of $330,000, which was forfeited in connection with his resignation. In addition, Mr. Sitaraman's target annual incentive opportunity was $225,000, which he forfeited upon his resignation. Mr. Sitaraman also received a retention bonus payment of $125,000 that was subject to claw back if Mr. Sitaraman did not remain with the Company through June 2024, which the Company waived the claw back requirement in recognition of his service and successful transition of his duties.
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, Willis Towers Watson served as an advisor to the Company and the Compensation Committee for the entirety of fiscal year 2024. During fiscal year 2024, Willis Towers Watson 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; •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, Willis Towers Watson did not provide any services to the Company with respect to fiscal year 2024.
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 | ~0.25x to ~4.0x BARK | Revenue viewed as having the greatest correlation to cash compensation levels (holding other factors constant) | | Market Capitalization | ~0.25x to ~4.0x 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
During fiscal year 2024, the Compensation Committee reviewed the Company's Peer Group based on the considerations above. Based on this review, the Compensation Committee determined the Company's Peer Group for fiscal year 2024 as set forth below.(1)
PEER GROUP
| Allbirds | PetMed Express | | Boxed | Revolve Group | | Build-A-Bear Workshop | SmileDirectClub | | Duluth Holdings | Stitch Fix | | Freshpet | The RealReal | | Kirkland's | Vivid Seats | | PetIQ | Warby Parker |
PEER GROUP
(1)All of the peer companies above were added except Stitch Fix and Warby Parker. The following companies were removed from the Company's fiscal year 2023 peer group: 2U, Blue Nile, Cars.com, Carvana, Casper Sleep, Channel Advisor, Cimpress, Datadog, Etsy, Eventbrite, FarFetch, Liquidity Services, LivePerson, Lyft, Minted, MongoDB, Par Technology Corp, Paylocity, Rapid7, Rent The Runway, SeatGeek, Shopify, Shutterfly, Shutterstock, TaskRabbit, Vroom, Workiva, Yext, Zappos and Zazzle. 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
| BARK 2024 Proxy Statement | 25 |
PEER GROUP
| EXECUTIVE COMPENSATION | Table of Contents |
SEVERANCE AND CHANGE IN CONTROL
SEVERANCE AND CHANGE IN CONTROL Our current NEOs, other than Mr. Meeker, are subject to severance and change in control agreement (the "Severance and Change in Control Agreement"), as further described below. 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. 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 the Company's compensation consultant at the time. 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; and (iii) depending on his period of service with the Company, accelerated vesting of his outstanding equity awards (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) full acceleration of all outstanding equity awards; and (iii) twenty four (24) months continued health insurance coverage under COBRA.
FISCAL YEAR 2024 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 ($)(4) | Total ($) | | Matt Meeker | 2024 | 525,000 | — | 31,500 | 744,800 | 126,000 | 21,000 | 1,448,300 | | Chief Executive Officer | 2023 | 519,231 | — | — | 708,561 | — | — | 1,227,792 | | | 2022 | 375,000 | 57,692 | — | — | — | — | 432,692 | | Zahir Ibrahim(5) | 2024 | 545,192 | 750,000(6) | 564,750 | — | 99,000 | 22,711 | 1,981,653 | | Chief Financial Officer | 2023 | 109,038 | 545,312 | 1,432,500 | 953,250 | — | 130 | 3,040,230 | | Allison Koehler | 2024 | 366,346 | 150,000(7) | 215,250 | — | 45,000 | — | 776,596 | | General Counsel | 2023 | 328,077 | 42,500 | — | — | — | — | 370,577 | | | 2022 | 94,769 | 194,363 | 843,751 | 102,864 | — | — | 1,235,747 | | Nari Sitaraman(8) | 2024 | 371,346 | 125,000(9) | 330,000 | — | — | 11,202 | 837,548 | | Chief Technology Officer | 2023 | 423,077 | — | 1,725,000 | 376,822 | — | 780 | 2,525,679 | | | 2022 | 273,145 | 326,453 | 1,250,001 | 931,178 | — | 10,012 | 2,780,777 |
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information on plan-based awards made during fiscal year ended 2024 to our NEOs.
FISCAL YEAR 2024 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 ($/Sh)(5) | Grant Date Fair Value of Stock Options and Stock Awards ($)(6) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Matt Meeker | — | 210,000 | 420,000 | 840,000 | — | — | — | — | — | — | 0 | | | 7/13/23 | — | — | — | 34,933 | 70,000 | 140,000 | — | — | — | 31,500 | | | 8/16/23 | — | — | — | — | — | — | — | 980,000 | 1.18 | 744,800 | | Zahir Ibrahim | — | 164,800 | 329,600 | 659,200 | — | — | — | — | — | — | — | | | 7/13/23 | — | — | — | 27,467 | 54,933 | 109,867 | — | — | — | 24,750 | | | 8/10/23 | — | — | — | — | — | — | 450,000 | — | — | 540,000 | | Allison Koehler | — | 60,000 | 120,000 | 240,000 | — | — | — | — | — | — | — | | | 7/13/23 | — | — | — | 15,000 | 30,000 | 60,000 | — | — | — | 11,250 | | | 8/10/23 | — | — | — | — | — | — | 170,000 | — | — | 204,000 | | Nari Sitaraman | — | 90,000 | 180,000 | 360,000 | — | — | — | — | — | — | — | | | 7/13/23 | — | — | — | 22,500 | 45,000 | 90,000 | — | — | — | — | | | 8/10/23 | — | — | — | — | — | — | 275,000 | — | — | 330,000 |
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE
(1)Represents the threshold, target, and maximum cash portion of the annual incentive opportunity under the fiscal year 2024 annual incentive program. (2)Represents the threshold, target, and maximum equity portion of the annual incentive opportunity under the fiscal year 2024 annual incentive program. Following the conclusion of the fiscal year, the Company issued fully vested shares to the recipients for the portion of the annual incentive program to be settled in equity. These awards were valued based on the stock price of $1.50 on July 13, 2023, the date the performance metrics were approved. (3)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. The vesting commencement date was 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 2024 Potential Payments Upon Termination, Change in Control and Death or Disability.” (4)Mr. Meeker's option award vests annually from the date of grant over three years subject to his continued employment 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 2024 Potential Payments Upon Termination, Change in Control and Death or Disability.” (5)The exercise price was determined using the closing price of the Company’s common stock on the grant date. (6)This column represents the aggregate grant date fair value of RSU, fully vested share 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 2024 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. For the grant date fair value of the fully vested share awards granted as part of the annual incentive program, the amount is valued based on the probable achievement of the performance conditions as of the date the performance measures were approved and the closing stock price as of such date. See footnote 9 —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, 2024 for a discussion of the relevant assumptions used in calculating these amounts for the option awards.
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE
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FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| EXECUTIVE COMPENSATION | Table of Contents |
FISCAL YEAR 2024 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
FISCAL YEAR 2024 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, 2024. Nari Sitaraman left the Company on January 19, 2024 and forfeited all of his then-outstanding equity awards and is excluded from this table.
FISCAL YEAR 2024 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 | 4/15/22 | 4/10/2022(2) | — | — | 600,000 | 3.31 | 4/14/32 | — | — | | | 8/16/23 | 8/16/23(3) | — | 980,000 | — | 1.18 | 8/15/33 | — | — | | Zahir Ibrahim | 1/17/23 | 1/10/23(4) | 187,500 | 562,500 | — | 1.91 | 1/17/33 | — | — | | | 1/17/23 | 1/10/2023(4) | — | — | — | — | — | 562,500 | 697,500 | | | 8/10/23 | 8/10/23(5) | — | — | — | — | — | 450,000 | 558,000 | | Allison Koehler | 2/22/22 | 12/15/21(6) | 36,562 | 28,438 | — | 2.87 | 2/21/32 | — | — | | | 2/22/22 | 12/15/21(6) | — | — | — | — | — | 128,621 | 159,490 | | | 8/10/23 | 8/10/23(7) | — | — | — | — | — | 162,500 | 201,500 |
FISCAL YEAR 2024 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
(1)The amount represents the number of unvested RSUs as of March 28, 2024 multiplied by the closing stock price of $1.24 as of such date. (2)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. (3)These stock options vest over a 3-year period in 3 substantially equal annual installments after August 16, 2023. (4)These stock options and RSUs vested 25% on January 10, 2024 and the remainder shall vest quarterly in 12 substantially equal installments after January 10, 2024. (5)These RSUs will vest 25% on August 10, 2024 and the remainder shall vest quarterly in 12 substantially equal installments after August 10, 2024. (6)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. (7)These RSUs will vest 25% on August 10, 2024 and the remainder shall vest quarterly in 12 substantially equal installments after August 10, 2024.
FISCAL YEAR 2024 OUTSTANDING EQUITY AWARDS AT FISCAL-YEAR END TABLE
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| Table of Contents | EXECUTIVE COMPENSATION |
FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL YEAR 2024 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 2024. 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 2024 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(1) | — | — | 21,000 | 28,350 | | Zahir Ibrahim(2) | — | — | 204,000 | 194,775 | | Allison Koehler(3) | — | — | 88,497 | 103,009 | | Nari Sitaraman(4) | — | — | 228,908 | 272,601 |
FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE
(1)Mr. Meeker received 21,000 immediately vested shares on May 30, 2024 under the Company's annual incentive opportunity, which were vested as of our fiscal year end, which were vested as of our fiscal year end. (2)Mr. Ibrahim's RSUs were granted on January 17, 2023 with a vesting commencement date of January 10, 2023, which vested 25% on January 10, 2024, and thereafter quarterly in twelve substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each vesting date. Mr. Ibrahim also received 16,500 immediately vested shares on May 30, 2024 under the Company's annual incentive opportunity, which were vested as of our fiscal year end. (3)Ms. Koehler's RSUs were granted on (i) 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, and (ii) August 10, 2023, which vested 25% immediately on August 10, 2023, and thereafter quarterly in twelve substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each vesting date. Ms. Koehler also received 7,500 immediately vested shares on May 30, 2024 under the Company's annual incentive opportunity, which were vested as of our fiscal year end. (4)Mr. Sitaraman's RSUs were granted on (i) 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, (ii) April 11, 2022 with a vesting commencement date of April 10, 2022, vested 25% on April 10, 2023, and thereafter quarterly in twelve substantially equal installments, and (iii) April 11, 2022 with a vesting commencement date of April 10, 2022, vested 25% on April 10, 2023, and thereafter quarterly in six substantially equal installments. This amount includes the fair market value of these RSUs based on the Company’s stock price on each vesting date.
FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE
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FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE
| EXECUTIVE COMPENSATION | Table of Contents |
FISCAL YEAR 2024 POTENTIAL PAYMENTS UPON TERMINATION, CHANGE IN CONTROL AND DEATH OR DISABILITY
FISCAL YEAR 2024 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, 2024, with the value of any equity vesting based on the Company’s closing stock price of $1.24 on March 28, 2024, the last trading day of fiscal year 2024. 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 and Ms. Koehler, 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.
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 a smaller reporting company, we are allowed to comply with scaled back requirements under the pay versus performance rules. As such, and in accordance with such rules, we have excluded the disclosure regarding a peer group’s TSR, a company-selected measure as well as the list of the most important compensation measures used to determine our NEOs’ compensation. 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 CAP and our TSR; and ◦the relationship between CAP and Net Loss. 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 $100 Investment Based on:(3) | Net Loss (in thousands) ($) | | | | | | | | | Total Stockholder Return ($) | | | 2024 | 1,448,300 | — | 1,506,740 | — | 1,198,599 | 1,239,244 | 11.15 | (37,010) | | 2023 | 1,227,792 | — | 871,462 | — | 1,536,159 | 637,825 | 13.04 | (61,519) | | 2022 | 432,692 | 4,643,141 | (2,639,437) | 25,181,223 | 928,518 | (568,608) | 33.27 | (68,299) |
PAY VERSUS PERFORMANCE
(1)During Fiscal Year 2022, Mr. Joneja served as our Principal Executive Officer (‘‘PEO’’) until January 10, 2022 when Mr. Meeker resumed the role of our PEO. Our other NEOs for the applicable fiscal years were as follows: •Fiscal Year 2024: Mr. Ibrahim, Ms. Koehler, Mr. Sitaraman •Fiscal Year 2023: Mr. Ibrahim, Ms. Koehler, Mr. Sitaraman, Ms. Gustafson, Mr. Richburg and Mr. Yeaton •Fiscal Year 2022: Ms. Koehler, Mr. Richburg, Mr. Sitaraman, Mr. Novotny, Mr. Toth and Mr. Yeaton
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
| Table of Contents | EXECUTIVE COMPENSATION |
PAY VERSUS PERFORMANCE
(2)The Summary Compensation Table totals reported for our PEOs and the average of the Non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”:
PAY VERSUS PERFORMANCE
| | 2024 | | | 2023 | | | 2022 | | | | | Meeker ($) | Joneja ($) | Average for other NEOs ($) | Meeker ($) | Joneja ($) | Average for other NEOs ($) | Meeker ($) | Joneja ($) | Average for other NEOs ($) | | Summary Compensation Table Total | 1,448,300 | — | 1,198,599 | 1,227,792 | — | 1,536,159 | 432,692 | 4,643,141 | 928,518 | | Adjustments | | | | | | | | | | | Deduction for amount reported under the "Stock Awards" and "Option Awards" Columns of the Summary Compensation Table | (776,300) | — | (370,000) | (708,561) | — | (1,164,876) | — | (3,215,608) | (521,299) | | Increase/deduction for the inclusion of Rule 402(v) Equity Values(*): | | | | | | | | | | | Fiscal year end fair value of awards granted during covered fiscal year | 842,800 | — | 369,933 | 57,600 | — | 311,250 | — | — | 365,657 | | 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 | (36,410) | — | (160,265) | (237,799) | — | (90,094) | (5,580,116) | — | (1,746,684) | | Fair value as of vesting date of awards granted and vested in the same fiscal year | — | — | — | — | — | 18,680 | — | — | 91,656 | | Fair value as of vesting date of awards granted in prior fiscal years | 28,350 | — | 200,977 | 532,430 | — | 26,706 | 2,507,987 | 23,753,690 | 313,544 | | 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 | 58,440 | — | 40,645 | 352,231 | — | 266,542 | (3,072,129) | 23,753,690 | (975,827) | | COMPENSATION ACTUALLY PAID | 1,506,740 | — | 1,239,244 | 871,462 | — | 637,825 | (2,639,437) | 25,181,223 | (568,608) |
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 Company TSR reflects the cumulative total stockholder return on our common stock, assuming an initial investment of $100 in our common stock at the market close on March 31, 2021 through March 28, 2024, the last business day of our 2024 fiscal year.
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
| EXECUTIVE COMPENSATION | Table of Contents |
Relationship Between Compensation Actually Paid and TSR and Net Loss
Relationship Between Compensation Actually Paid and TSR and Net Loss 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 the Business Combination. The CAP for each of our NEOs 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 90% cumulatively by fiscal year end 2024. 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 a negative $2,639,437 in fiscal year 2022 to $1,506,740 in fiscal year 2024. Mr. Joneja's CAP was $25,181,223 for fiscal year 2022, which had declined from his CAP for the prior year due to the decline in our stock price since the Business Combination. Mr. Joneja did not exercise any portion of his initial stock option award granted in fiscal year 2021, which was reflected in the fiscal 2022 CAP but was underwater and expired on June 30, 2023 and, thus, recognized 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 2022 was a negative $568,608 compared to a positive $637,825 in fiscal year 2023 and $1,239,244 in fiscal year 2024. These fluctuations were primarily the result of volatility in the price of our common stock prior to, and after, the Business Combination as well as the timing of the Business Combination. In this time, our cumulative TSR decreased from $33.27 to $13.04 to $11.15 at the end of fiscal year 2024. •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 improved by 9.9% from fiscal year 2022 to fiscal year 2023 and an additional 39.8% from fiscal year 2023 to fiscal year 2024, which was the result of the Company successfully navigating the changing market environment and macro economic factors. As described above, Mr. Meeker's CAP fluctuated from a negative $2,639,437 in fiscal year 2022 to $1,506,740 in fiscal year 2024. Mr. Joneja's CAP was $25,181,223 in fiscal year 2022, a decrease from fiscal year 2021, due to the decline in our stock price since the Business Combination. Mr. Joneja did not exercise any portion of his initial stock option award granted in fiscal year 2021, which was reflected in the fiscal 2022 CAP but was underwater and expired on June 30, 2023 and, thus, recognized no value from such award despite it being reflected as CAP per SEC disclosure rules. The Average CAP for the Non-PEO NEOs also fluctuated from a negative $568,608 in fiscal year 2022 to $1,239,244 in fiscal year 2024. These fluctuations were primarily the result of volatility in the price of our common stock prior to, and after, the Business Combination as well as the timing of the Business Combination.
Relationship Between Compensation Actually Paid and TSR and Net Loss
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Relationship Between Compensation Actually Paid and TSR and Net Loss
| EQUITY COMPENSATION PLAN INFORMATION |
Relationship Between Compensation Actually Paid and TSR and Net Loss
The following table provides information for fiscal year ended March 31, 2024 regarding the number of shares of our common stock that may be issued under our equity compensation plans.
Relationship Between Compensation Actually Paid and TSR and Net Loss
| | A | B | C | | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (#) | | Equity Compensation Plans Approved by Security Holders | 24,395,988(1) | 2.52 | 14,909,071(3) | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 24,395,988 | 2.52 | 14,909,071 |
Relationship Between Compensation Actually Paid and TSR and Net Loss
(1)Includes 12,117,999 shares issuable pursuant to outstanding stock options and 12,277,989 shares issuable pursuant to outstanding RSUs under our 2021 Equity Incentive Plan and 2011 Stock Incentive Plan. (2)Only option awards were used in computing the weighted-average exercise price. (3)Includes 4,231,582 shares available for issuance under our Employee Stock Purchase Plan (“ESPP”). The ESPP provides the opportunity for eligible employees to acquire shares of our common stock at a 15% discount.
Relationship Between Compensation Actually Paid and TSR and Net Loss
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Relationship Between Compensation Actually Paid and TSR and Net Loss
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
Relationship Between Compensation Actually Paid and TSR and Net Loss
In addition to the executive officer and director compensation arrangements discussed in the section titled “Executive Compensation,” we describe below the transactions since April 1, 2022 to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing a household with, any of these individuals, had or will have a direct or indirect material interest.
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 July 16, 2024 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 178,929,244 shares of our common stock outstanding as of July 16, 2024. 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 and 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) | 11,628,835 | 6.4 | | Larry Bodner | — | — | | Paulette Dodson(3) | 277,778 | * | | Jim McGinty(4) | 217,471 | * | | Betsy McLaughlin(5) | 814,973 | * | | Michele Meyer(6) | 277,778 | * | | Henrik Werdelin(7)(13) | 12,658,364 | 7.0 | | Zahir Ibrahim(8) | 807,817 | * | | Allison Koehler(9) | 221,988 | * | | Nari Sitaraman | 176,294 | * | | All executive officers and directors as a group (11 individuals)(10) | 26,944,990 | 14.8 |
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(11) | 20,267,671 | 11.3 | | Carly Strife(12) | 10,691,544 | 6.0 | | Prehype Ventures LLC(13) | 11,040,385 | 6.2 | | Jon Ledecky(14) | 9,053,838 | 5.0 |
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.
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
(2)Includes options to purchase 1,638,052 shares of common stock held by Mr. Meeker that may be exercised within 60 days of July 16, 2024. (3)Includes 277,778 RSUs that vested on May 11, 2024, for which Ms. Dodson elected to defer settlement until such time as she ceases to serve on the Board. (4)Includes (i) 36,363 RSUs that vested on August 11, 2022 and 36,363 RSUs that vested on May 10, 2023, for which Mr. McGinty elected to defer settlement until such time as he ceases to serve on the Board and (ii) 84,745 RSUs that will vest within 60 days of July 16, 2024. (5)Includes (i) 36,064 RSUs that vested on August 11, 2022 and 36,363 RSUs that vested on May 10, 2023, for which Ms. McLaughlin elected to defer settlement until such time as she ceases to serve on the Board and (ii) 84,745 RSUs that will vest within 60 days of July 16, 2024. (6)Includes 277,778 RSUs that vested on May 11, 2024, for which Ms. Meyer elected to defer settlement until such time as she ceases to serve on the Board. (7)Includes options to purchase 986,756 shares of common stock held by Mr. Werdelin that may be exercised within 60 days of July 16, 2024. (8)Includes (i) options to purchase 281,250 shares of common stock held by Mr. Ibrahim that may be exercised within 60 days of July 16, 2024 and (ii) 112,500 restricted stock units held by Mr. Ibrahim that will settle within 60 days of July 16, 2024. (9)Includes (i) options to purchase 44,687 shares of common stock held by Ms. Koehler that may be exercised within 60 days of July 16, 2024 and (ii) 44,875 restricted stock units held by Ms. Koehler that will settle within 60 days of July 16, 2024. (10)Includes (i) options to purchase 2,950,745 shares of common stock that may be exercised within 60 days of July 16, 2024 and (ii) 326,865 restricted stock units that will vest within 60 days of July 16, 2024. (11)Represents (i) 3,955,108 shares of common stock held by RRE Leaders Fund, L.P. and (ii) 16,312,563 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, with additional information from the Company's records. (12)Represents (i) 10,035,852 shares of common stock held by the Carly J. Strife, and (ii) 655,692 shares held by the Carly J. Strife Family Trust of which Ms. Strife is a beneficiary. 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. (13)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 foregoing information was derived solely from a Schedule 13D filed by the reporting persons with the SEC on June 11, 2021. The business address for Prehype Ventures LLC is 145 Bergen Street, #1, Brooklyn, NY 11217. (14)Includes 4,558,000 shares of common stock issuable upon exercise of warrants which are currently exercisable. Represents shares held by Mr. Ledecky in his individual capacity and shares held by Ironbound Partners Fund, LLC. Mr. Ledecky is the Managing Member of Ironbound Partners Fund, LLC. Notwithstanding his dispositive and voting control over such shares, Mr. Ledecky disclaims beneficial ownership of the shares of Issuer common stock held by Ironbound Partners Fund, LLC, except to the extent of his pecuniary interest therein. The address for Mr. Ledecky is c/o Graubard Miller, 405 Lexington Avenue, 44th Floor, New York, NY 10174. The foregoing information was based on a Schedule 13D/A filed by Mr. Ledecky on July 17, 2024.