DEF 14A of BuzzFeed, Inc., Apr 11, 2024

DEF 14A of BuzzFeed, Inc.

Filed Apr 11, 2024 · FY20230001828972-24-000079

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of six directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class III will stand for election at the Annual Meeting. At the recommendation of our nominating, corporate governance, and corporate responsibility committee, our board of directors proposes that the nominee named below, who is currently serving as a director in Class III, be elected as a Class III director for a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Our directors are elected by a plurality of the votes cast with respect to the election of directors. As there is only one director nominee, he will be elected as a Class III director at the 2024 Annual Meeting if he receives at least one “FOR” vote. The nominee has consented to being named in this proxy statement and to serve if elected. Shares represented by proxies will be voted “FOR” the election of the nominee named below, unless the proxy is marked to withhold authority to so vote. If the nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Proxies may not be voted for more than one director. Mr. Kerins, whose term also expires at the Annual Meeting, is not standing for re-election at the Annual Meeting, but will continue to serve as a Class III director until then. Following the Annual Meeting, our board of directors will consist of five directors, with one director on Class III and two directors in each of Class I and Class II. Diversity is important to our board of directors and the board intends to include diverse candidates among the pool of potential candidates considered when seeking additional qualified director candidates. See “Nominations Process and Director Qualifications” above for more information. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively.

  2. Nominee to Our Board of Directors

    Nominee to Our Board of Directors The nominee and his age, occupation, and length of service on our board of directors as of the date of this proxy statement, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  3. Nominee to Our Board of Directors

    | Name of Director/Nominee | Age | Position | Director Since | | Greg Coleman (1)(2) | 69 | Director | December 2021 |

  4. Nominee to Our Board of Directors

    ________ (1)Member of the nominating, corporate governance, and corporate responsibility committee (2)Mr. Coleman was initially appointed to the board of directors pursuant to the terms of the Voting Agreement (as defined in, and further described below under, “Certain Relationships and Related Party Transactions—Voting Agreement”) Greg Coleman has served as a member of our board of directors since the closing of the business combination. He is currently an Entrepreneur in Residence at Lerer Hippeau Ventures, an early-stage venture capital firm, and sits on numerous boards at the intersection of technology, media and advertising, including BuzzFeed Japan (since April 2015), TuneIn Holdings, Inc., a global audio streaming service (since February 2021), LoopMe Ltd., a mobile advertising services provider (since May 2019), Botify SAS, a search engine optimization technology company (since February 2019), and Cadent, LLC, an independent platform for TV advertising and monetization (since March 2023). He formerly served on the boards of Tubular Labs, Inc., a provider of social video intelligence (from December 2019 until May 2022), media conglomerate Meredith Corp., from August 2020 until August 2023, commerce content monetization platform Skimlinks, Inc., from February 2019 until May 2021 and video marketing technology company Eyeview, Inc., from October 2018 until March 2020. Mr. Coleman was also Chief Executive Officer of Tubular Labs from May 2022 until its acquisition by Chartbeat in March 2023. Mr. Coleman served as the President of Legacy BuzzFeed from 2014 until 2017. Prior to that, was President of Criteo SA (NASDAQ: CRTO), President and Chief Revenue Officer of TheHuffingtonPost.com, Inc. and the Executive Vice President of Global Sales at Yahoo! Inc. (then-NASDAQ: YHOO). Mr. Coleman also served as President of Platform-A at AOL Inc. (then-NYSE: AOL), was Senior Vice President of Reader’s Digest Association, Inc. (then-NYSE: RDA), President of U.S. Magazine Publishing, and as Vice President and National Sales Manager at CBS, Inc. (NASDAQ: PARA) Mr. Coleman attended the M.B.A. program at New York University and holds a B.S. in Business Administration from Georgetown University. He currently is an adjunct professor at New York University’s Stern School of Business, where he teaches a class on digital marketing and innovation. We believe that Mr. Coleman is qualified to serve as a member of the board of directors based on his extensive leadership and advisory experience relating to technology, media, and advertising.

  5. Continuing Directors

    Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our board of directors as of the date of this proxy statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  6. Continuing Directors

    | Name of Director | Age | Position | Director Since | | Class I Directors: | | | | | Angela Acharia (1)(2)(3) | 52 | Director | December 2021 | | Jonah Peretti (4) | 50 | Chairman | December 2021 | | Class II Directors: | | | | | Janet Rollé (1)(5)(6) | 62 | Director | December 2021 | | Adam Rothstein (7)(8) | 52 | Director | December 2021 |

  7. Continuing Directors

    ________ (1)Member of compensation committee (2)Member of the nominating, corporate governance, and corporate responsibility committee (3)Ms. Acharia was initially appointed to the board of directors pursuant to the terms of the Voting Agreement (4)Mr. Peretti was a director of Legacy BuzzFeed from 2006 until the closing of the business combination (5)Member of the audit committee (6)Chairperson of the nominating, corporate governance, and corporate responsibility committee (7)Chairperson of the audit committee (8)Mr. Rothstein was initially appointed to the board of directors pursuant to the terms of the Voting Agreement Angela (Anjula) Acharia has been a member of our board of directors since the closing of the business combination. Ms. Acharia is the founder and Chief Executive Officer of A-Series Investments and Management, a management and investment vehicle, and serves as a talent strategist and strategic investor and advisor to numerous consumer technology and consumer packaged goods companies. The company also manages actress Priyanka Chopra. In 2006, Ms. Acharia co-founded Desi Hits!, a multi-platform media company that produces and distributes fusion entertainment content aimed at the South Asian diaspora, where she pioneered the merging of global cultures by introducing top-tier American musical artists to India. Prior to that, Ms. Acharia was a Senior Partner at Forsyth Group and a Director at TMP Worldwide. Ms. Acharia holds a B.A. from Middlesex University. We believe that Ms. Acharia is qualified to serve as a member of our board of directors due to her extensive investment experience and advisory experience relating to consumer technology companies and the entertainment industry. Jonah Peretti has served as our Chief Executive Officer and a member of our board of directors since the closing of the business combination and was previously Chief Executive Officer and a member of the board of directors of Legacy BuzzFeed since its formation in 2006. Prior to founding BuzzFeed, Mr. Peretti cofounded TheHuffingtonPost.com, Inc., a digital publisher of news, lifestyle and popular culture content, and served in various management roles there from the company’s founding until its sale to AOL Inc. in 2011. Mr. Peretti holds an M.S. from the Massachusetts Institute of Technology Media Lab and a B.S. in Environmental Science from University of California, Santa Cruz. We believe Mr. Peretti is qualified to serve as a member of our board of directors because of the historical knowledge, operational expertise, and continuity he brings to the company, as well as his industry experience. Janet Rollé has served as a member of our board of directors since the closing of the business combination and previously served as a member of the board of directors of Legacy BuzzFeed from October 2020 until the closing of the business combination. Ms. Rollé serves or has served on the board of directors for public, private and non-profit companies, including serving on the board of directors and audit committee for Hallmark Cards, Inc, the operator of a portfolio of businesses including the design and sale of greeting cards and gifts, the Crayola business, and cable networks, since 2021. Ms. Rollé served as the Chief Executive Officer & Executive Director of American Ballet Theatre (“ABT”) from January 2022 to June 2023. Prior to her appointment at ABT, Ms. Rollé served for over five years as the General Manager at Parkwood Entertainment LLC, an American management and entertainment company. Prior to that, Ms. Rollé was the Executive Vice President and Chief Marketing Officer for CNN at Time Warner, Inc. (then-NYSE: TWX), Executive Vice President and Chief Marketing Officer for BET Networks Inc., Vice President and General Manager of AOL Inc. (then-NYSE: AOL), and Vice President of Programming Enterprises & Business Development at MTV Networks Inc. From March 2021 to May 2023, Ms. Rollé served as a director of Skydeck Acquisition Corporation (then-NASDAQ: SKYA), a special purpose acquisition company. From August 2010 to December 2021, Ms. Rollé was also a director of Carver Bancorp, Inc. (NASDAQ: CRV), the holding company for Carver Federal Savings Bank. Ms. Rollé holds an M.B.A. from Columbia University and a B.F.A. from Purchase College SUNY. We believe that Ms. Rollé is qualified to serve as a member of the board of directors due to her industry expertise from prior experience as an executive and director for numerous public and private communication and entertainment companies.

  8. Continuing Directors

    Adam Rothstein has served as a member of our board of directors since the closing of the business combination. Mr. Rothstein previously served as Executive Chairman of 890 5th Avenue Partners, Inc. (NASDAQ: ENFA) from September 2020 until the closing of the business combination, when it merged with Legacy BuzzFeed. Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an Israeli technology-focused early-stage investment fund, Disruptive Growth, a collection of late-stage investment vehicles focused on Israeli technology, and the Disruptive Technologies Opportunity Fund, a follow-on fund for Disruptive Technology Partners, which he co-founded in 2013, 2014, and 2018 respectively. Since 2014, Mr. Rothstein has also been the Managing Member of 1007 Mountain Drive Partners, LLC, which is a consulting and investment vehicle. From May 2020 until March 2021, Mr. Rothstein was a sponsor and director of Roth CH Acquisition I Co. (NASDAQ: ROCH), a special purpose acquisition company that merged with PureCycle Technologies LLC and is now publicly listed on Nasdaq as PureCycle Technologies, Inc. (NASDAQ: PCT). From December 2020 until July 2021, Mr. Rothstein was a sponsor and director of Roth CH Acquisition II Co. (NASDAQ: ROCC), a special purpose acquisition company that merged with Reservoir Holdings, Inc. in July 2021, and in July of 2021, Mr. Rothstein was named a director, and a member of the audit committee, of Reservoir Media, Inc. (NASDAQ: RSVR), an independent music company. From March 2021 until February 2022, Mr. Rothstein was also a sponsor and director of Roth CH Acquisition III Co. (NASDAQ: ROCR), a special purpose acquisition company that merged with BCP QualTek HoldCo, LLC. From August 2021 to May 2023, Mr. Rothstein was also a director of Roth CH Acquisition IV Co. (NASDAQ: ROCG), a special purpose acquisition company that merged with Tigo Energy, Inc., and is now publicly listed on Nasdaq as Tigo Energy, Inc. (NASDAQ: TYGO). Since November 2021, Mr. Rothstein has been a director and member of the audit committee of Roth CH Acquisition V Co., (NASDAQ: ROCL), a special purpose acquisition company that has entered into an agreement and plan of merger with New Era Helium Corp., a company engaged in the exploration and production of helium and natural gas reserves. The combined company is expected to trade on Nasdaq as New Era Helium Corp. Since August 2023, Mr. Rothstein has been a director and member of the audit committee of Roth CH Acquisition Co., a special purpose acquisition company (NASDAQ: USCT). From July 2019 until January 2021, Mr. Rothstein was a director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX: SBVCF), a special purpose acquisition company that partnered with Shawn “JAY-Z” Carter and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc. and which now trades as Gold Flora Corp. (NEO: GRAM.U). Mr. Rothstein has over 25 years of investment experience and currently sits on the boards of directors of several early- and mid-stage technology and media companies both in the United States and in Israel, as well as remaining an Advisory Board Member Emeritus of the Leeds School of Business at the University of Colorado Boulder. Mr. Rothstein has a MPhil in Finance from the University of Cambridge and graduated summa cum laude with a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania. We believe that Mr. Rothstein is qualified to serve as a member of the board of directors due to his extensive investment experience and financial knowledge and experience as a director for numerous technology and media companies.

  9. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table provides information for the year ended December 31, 2023 regarding all compensation earned by each person who served as a director for some portion or all of 2023, other than Mr. Peretti, the Chairman of our board of directors and our Chief Executive Officer, who is not included in the table below, as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Peretti, our only employee director, is shown in the “Executive Compensation—Summary Compensation Table” below.

  10. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1)(2) ($) | Option Awards (1) ($) | Total ($) | | Angela Acharia | 75,000 | 105,681 | — | 180,681 | | Joan Amble (3) | 39,633 | 147,953 | — | 187,586 | | Greg Coleman | 55,833 | 105,681 | — | 161,514 | | Patrick Kerins | 95,000(4) | 105,681(4) | — | 200,681 | | Janet Rollé | 101,667 | 105,681 | — | 207,348 | | Adam Rothstein | 78,750 | 158,312 | — | 237,062 |

  11. Non-Employee Director Compensation

    ________ (1)The following table sets forth information regarding the aggregate number of shares of our Class A common stock underlying outstanding options (all of which were vested) and restricted stock unit awards held by our non-employee directors as of December 31, 2023:

  12. Non-Employee Director Compensation

    | Name | Number of Shares Underlying RSUs Held as of December 31, 2023 | Number of Shares Underlying Options Held as of December 31, 2023 | | Angela Acharia | — | — | | Joan Amble | — | — | | Greg Coleman | — | 1,594,854(a) | | Patrick Kerins | — | — | | Janet Rollé | 26,775 | — | | Adam Rothstein | 66,641 | — |

  13. Non-Employee Director Compensation

    ________ (a) Mr. Coleman was party to an agreement with us, dated as of December 31, 2022, pursuant to which, until December 31, 2023, Mr. Coleman provided certain advisory services with respect to our advertising sales and revenue activities. As compensation for these services, which were distinct from his duties as a member of our board, the period in which Mr. Coleman had to exercise certain outstanding options was extended until March 31, 2024. A copy of Mr. Coleman’s adviser agreement is filed as an exhibit to our 2023 Form 10-K. (2)Amounts represent the aggregate grant date fair value of the RSUs awarded to our non-employee directors during 2023 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 18”). The assumptions used in calculating the grant date fair value of the RSUs reported in the Stock Awards column are set forth in Note 11 of the notes to our consolidated financial statements included in 2023 Form 10-K. Note that the amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the non-employee directors upon vesting of the RSUs. For each director, the number of RSUs granted was determined by dividing the value of the award to which he or she was entitled in accordance with our non-employee director compensation program (see “—Non-Employee Director Compensation—Equity and Cash Compensation” above) by the average closing price per share of our Class A common stock for the 20 trading days immediately preceding the date of grant (April 5, 2023, July 19, 2023, and October 11, 2023, as the case may be), while the grant date fair value of the RSUs reported in the Stock Awards column is equal to the product of such number of shares and the closing price per share of our Class A common stock on the date of grant. (3)Ms. Amble’s service on our board ended on May 31, 2023, following the 2023 annual meeting of our stockholders. We entered into an agreement with Ms. Amble, dated as of April 6, 2023, pursuant to which, until December 31, 2023, Ms. Amble provided our chief financial officer with certain advisory services. As compensation for these services, the RSUs held by Ms. Amble continued to vest through the term of her agreement, rather than being canceled upon the end of her service as a director. A copy of Ms. Amble’s adviser agreement is filed as an exhibit to our 2023 Form 10-K. (4)Mr. Kerins is a director of NEA 13 GP, LTD (“NEA 13 GP”), which is the sole general partner of NEA Partners 13, L.P. (“NEA Partners 13”) which is, in turn, the sole general partner of New Enterprise Associates 13 LP (“NEA 13”). Pursuant to Mr. Kerins’ relationship with NEA 13 GP, any cash compensation to which Mr. Kerins is entitled is payable to NEA Management Company, LLC, the parent company of NEA 13 GP, and will be used for the benefit of investors in NEA 13.

  14. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning compensation earned by each of our named executive officers for all services rendered in all capacities during the last two or fewer years during which such individuals were named executive officers.

  15. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (1) | Option Awards ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jonah Peretti | 2023 | 325,000 | — | — | — | — | 2,025(3) | 327,025 | | Founder and Chief Executive Officer | 2022 | 325,000 | 48,750 | — | — | — | 2,125 | 375,875 | | David Arroyo | 2023 | 375,000 | — | — | 736,207 | — | 4,903(4) | 1,116,110 | | Chief Legal & Compliance Officer and Corporate Secretary | | | | | | | | | | Marcela Martin (5) | 2023 | 463,500 | — | | 981,034 | — | 4,974(7) | 1,449,508 | | Former President | 2022 | 187,250 | 517,175 | — | 4,630,682 | — | 1,376 | 5,336,483 | | Felicia DellaFortuna (7) | 2023 | 416,011 | — | — | 736,207 | — | 3,752(8) | 1,155,970 | | Former Chief Financial Officer | | | | | | | | |

  16. Summary Compensation Table

    ________ (1)For 2022, (A) the amount reported for Mr. Peretti represents a bonus paid under our corporate bonus plan described below under “—Annual Bonus Compensation” and (B) for Ms. Martin, the amount reported represents: (i) a $16,875 bonus paid under our corporate bonus plan; (i) a $500,000 sign on bonus, as described below under “—Employment Arrangements—Marcela Martin’s Offer Letter;” and (ii) an additional $300 sign on bonus she received as part of a broad-based program for new employees intended to help to defray costs relating to a work-from-home setup. (2)Amounts represent the aggregate grant date fair value of the RSUs awarded to the named executive officer during 2023 and 2022 in accordance with ASC Topic 18. The assumptions used in calculating the grant date fair value of the RSUs reported in the Stock Awards column are set forth in Note 11 of the notes to our consolidated financial statements included in 2023 Form 10-K. Note that the amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the named executive officers from the RSUs. (3)For 2023, the amount reported for Mr. Peretti represents: (i) a $900 work-from-home stipend; and (ii) $1,125 in group term life insurance imputed income. (4)The amount reported for Mr. Arroyo represents: (i) our matching contribution of $2,278 on his behalf under our 401(k) plan; (ii) a $900 work-from-home stipend; and (iii) $1,725 in group term life insurance imputed income. (5)Ms. Martin served as our President from August 2022 until January 2024. (6)For 2023, the amount reported for Ms. Martin represents: (i) our matching contribution of $2,349 on her behalf under our 401(k) plan, (ii) a $900 work-from-home stipend; and (iii) $1,725 in group term life insurance imputed income. (7)Ms. DellaFortuna served as our Chief Financial Officer until November 2023, at which point she was succeeded by Mr. Omer. (8)The amount reported for Ms. DellaFortuna represents: (i) our matching contribution of $2,346 on her behalf under our 401(k) plan; (ii) a $750 work-from-home stipend; and (iii) $656 in group term life insurance imputed income.

  17. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below sets forth the outstanding equity awards for our named executive officers as of December 31, 2023. All of the outstanding equity awards were granted under the 2021 EIP.

  18. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Award Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | | Jonah Peretti | — | — | — | — | — | — | — | | David Arroyo | 12/3/2021(3) | 22,950(4) | — | 8.34 | 12/2/2029 | — | — | | | 2/22/2022 | — | — | — | — | 7,495(5) | 1,874 | | | 6/13/2022 | — | — | — | — | 7,879(6) | 1,970 | | | 5/19/2023 | — | — | — | — | 1,206,896(7) | 301,724 | | Marcela Martin | 8/25/2022 | — | — | — | — | 154,398(8) | 38,600 | | | 10/11/2023 | — | — | — | — | 81,522(8) | 20,381 | | Felicia DellaFortuna | 12/3/2021(3) | 3,060(9) | — | 8.76 | 2/13/2024(10) | — | — | | | 12/3/2021(3) | 4,590(9) | — | 8.83 | 2/13/2024(10) | — | — | | | 12/3/2021(3) | 7,650(9) | — | 9.55 | 2/13/2024(10) | — | — | | | 12/3/2021(3) | 61,200(11) | — | 8.34 | 2/13/2024(10) | — | — |

  19. Outstanding Equity Awards at Fiscal Year-End Table

    ________ (1)All exercisable options were vested as of December 31, 2023. (2)The dollar value of these awards is calculated by multiplying the number of units by $0.25, the closing price per share of our Class A common stock on December 29, 2023, the last trading day of 2023. (3)These options were originally rights to purchase shares of Legacy BuzzFeed and were converted into options to purchase shares of our Class A common stock in connection with the business combination. (4)Of these options, 10,950 are non-qualified and the remaining 12,000 are incentive stock options. (5)One-fifth of these RSUs vested on February 15, 2024 and the remaining four-fifths of these RSUs vest in four equal installments on each quarterly anniversary thereafter, subject to Mr. Arroyo’s continued employment through the relevant vesting date. Additionally, there were 1,499 RSUs from this grant which vested on November 15, 2023 and are not included in the table above, although they did not settle until March 8, 2024. (6)One-sixth of these RSUs vested on February 15, 2024 and the remaining five-sixths of these RSUs vest in five equal installments on each quarterly anniversary thereafter, subject to Mr. Arroyo’s continued employment through the relevant vesting date. Additionally, there were 1,313 RSUs from this grant which vested on November 15, 2023 and are not included in the table above, although they did not settle until March 8, 2024. (7)One-third of these RSUs vest on May 19, 2024 and the remaining two-thirds of these RSUs vest in eight equal installments on each quarterly anniversary thereafter, in each case subject to Mr. Arroyo’s continued employment through the relevant vesting date. (8)These RSUs would have vested on February 1, 2024, subject to Ms. Martin’s continued employment through the relevant vesting date. In consideration for her service, the compensation committee accelerated the vesting of the RSUs so that they vested on January 12, 2024, the last day of Ms. Martin’s service. (9)These are incentive stock options. (10)Ms. DellaFortuna’s option awards expired on the 90th day after the date her employment ended, in accordance with the terms of her award agreements. (11)Of these options, 49,804 are non-qualified and the remaining 11,396 are incentive stock options. These equity awards are subject to vesting acceleration, as described under “— Potential Payments upon Termination or Change of Control” below.

  20. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control