DEF 14A of Nextdoor Holdings, Inc.
Filed Apr 26, 2024 · FY20230001846069-24-000101
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Our Board of Directors currently consists of seven 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. 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. At the recommendation of our Nominating, Corporate Governance and Corporate Responsibility Committee, our Board of Directors proposes that the one Class III 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. Each director will be elected by a plurality of the votes cast, which means that the one individual nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of the one nominee named below, unless the proxy is marked to withhold authority to so vote. If any 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. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than one director. Stockholders may not cumulate votes for the election of directors.
Nominees to Our Board of Directors
Nominees to Our Board of Directors The nominees 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.
Nominees to Our Board of Directors
| Name of Director/Nominee | Age | Position | Director Since | | Chris Varelas(1)(2) | 60 | Director | November 2021 |
Nominees to Our Board of Directors
1.Chairperson of our Nominating, Corporate Governance and Corporate Responsibility Committee. 2.Member of our Audit and Risk Committee.
Nominees to Our Board of Directors
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Nominees to Our Board of Directors
| | Chris Varelas DIRECTOR Mr. Varelas has served as co-founder of Riverwood Capital, a private equity firm, since January 2008. Prior to founding Riverwood Capital, he was a managing director at Citigroup Global Markets, Inc., an investment bank, where he also served as Global Head of Technology, Media & Telecom Investment Banking. Mr. Varelas serves on the boards of directors of a number of private companies and institutions. He also serves on the advisory boards for Streamlined Ventures and the RAND Corporation's Center for Global Risk and Security. Mr. Varelas earned a B.A. in Economics and Philosophy from Occidental College and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. Varelas is qualified to serve on the Board of Directors because of his extensive business and financial experience in the technology sector. | | Age: 60 | | | Director Since: November 2021 | | | Committees: Audit and Risk Committee; Chairperson of the Nominating, Corporate Governance and Corporate Responsibility Committee | |
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.
Continuing Directors
| Name of Director | Age | Position | Director Since | | Class I Directors: | | | | | J. William Gurley(1) | 57 | Director | November 2021 | | Jason Pressman(2)(3) | 50 | Director | November 2021 | | Nirav Tolia(6) | 52 | Director | November 2021 | | Class II Directors: | | | | | Dana Evan(1)(4)(5) | 64 | Director | October 2023 | | David Sze(5) | 58 | Director | November 2021 |
Continuing Directors
1.Member of our Nominating, Corporate Governance and Corporate Responsibility Committee. 2.Chairperson of our Compensation and People Development Committee. 3.Member of our Audit and Risk Committee. 4.Chairperson of our Audit and Risk Committee. 5.Member of our Compensation and People Development Committee. 6.Mr. Tolia will serve as Chairperson of the Board of Directors effective as of the Transition Date.
Continuing Directors
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Continuing Directors
| | J. William Gurley DIRECTOR Mr. Gurley serves as a general partner of Benchmark Capital, a venture capital firm, which he joined in 1999. Previously, he served as a partner of Hummer Winblad Venture Partners, a venture capital firm, a research analyst for Credit Suisse First Boston, an investment bank, and a design engineer at Compaq Computer Corporation, a manufacturer of computers and related components. Mr. Gurley currently serves on the board of directors of Stitch Fix, Inc. and Zillow Group, Inc. Mr. Gurley previously served on the board of directors of GrubHub, Inc., OpenTable, Inc., and Ubiquiti Networks, Inc. Mr. Gurley holds a B.S. in Computer Science from the University of Florida and an M.B.A. from the University of Texas. We believe Mr. Gurley is qualified to serve as a member of the Board of Directors due to his extensive experience with technology companies, including his experience as a member of the boards of directors of public technology companies and as a venture capitalist investing in technology companies. | | Age: 57 | | | Director Since: November 2021 | | | Committees: Nominating, Corporate Governance and Corporate Responsibility Committee | |
Continuing Directors
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Continuing Directors
| | Jason Pressman DIRECTOR Mr. Pressman has been a managing director at Shasta Ventures, a venture capital firm, since 2005. Previously, Mr. Pressman was Vice President of Strategy and Operations at Walmart.com, an e-commerce company and subsidiary of Walmart Inc., from 2000 to 2004. Mr. Pressman currently serves on the board of directors for Zuora, Inc. He also serves on the boards of directors of a number of private companies, particularly in the software-as-a-service ("SAAS") and online service industries. He holds a B.S. in Finance from the University of Maryland, College Park and a M.B.A. from Stanford University Graduate School of Business. We believe that Mr. Pressman is qualified to serve on the Board of Directors because of his operations and strategy experience gained from the retail industry and his corporate finance experience gained in the venture capital industry, garnered through his service on the boards of directors of various technology companies. | | Age: 50 | | | Director Since: November 2021 | | | Committees: Audit and Risk Committee; Chairperson of the Compensation and People Development Committee | |
Continuing Directors
| | Nirav Tolia DIRECTOR Mr. Tolia has served as the Executive Chair since March 2024, and will serve as the Chief Executive Officer, President and Chairperson of the Board of Directors, effective as of the Transition Date. Mr. Tolia is a co-founder of Nextdoor, Inc. and previously served as its Chief Executive Officer from September 2010 to December 2018. Before his tenure at Nextdoor, Inc., Mr. Tolia was an Entrepreneur in Residence at Benchmark Capital, a venture capital firm, Chief Operating Officer of Shopping.com, an online shopping website, and Chief Executive Officer and co-founder of Epinions.com Corporation, a consumer review website company. Mr. Tolia currently serves as Non-Executive Chair, and previously served as Executive Chair, of Hedosophia, a leading technology investor, and is a co-founding director of the William S. Spears Institute for Entrepreneurial Leadership in SMU’s Cox School of Business. He earned a B.A. in English from Stanford University. We believe that Mr. Tolia is qualified to serve on the Board of Directors based on the historical knowledge and experience he brings as Nextdoor, Inc.’s co-founder and former Chief Executive Officer, along with his extensive experience creating and leading pioneering consumer internet companies. | | Age: 52 | | | Director Since: November 2021 | | | Committees: None | |
Continuing Directors
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Continuing Directors
| | Dana Evan DIRECTOR Ms. Evan served as a Venture Partner at Icon Ventures, a venture capital firm, from 2013 to July 2020. Before joining Icon Ventures, Ms. Evan was the Chief Financial Officer at VeriSign, Inc., a network infrastructure company, from 1996 to 2007. Ms. Evan serves as an independent director on the board of directors of Box, Inc., Motive, and Pendo. She previously served on the boards of directors of Criteo, Everyday Health, Inc., FarFetch Limited, Fusion-IO, Momentive Global Inc., Omniture, Proofpoint, Domo, and MySQL. Ms. Evan is a Certified Public Accountant (inactive) and earned a Bachelor of Science degree in Commerce with a concentration in Accounting and Finance from Santa Clara University. She was recognized by the National Association of Corporate Directors as the 2019 Director of the Year. We believe that Ms. Evan is qualified to serve on the Board of Directors because of her extensive experience as a public company Chief Financial Officer and director. | | Age: 64 | | | Director Since: October 2023 | | | Committees: Chairperson of Audit and Risk Committee; Compensation and People Development Committee; Nominating, Corporate Governance and Corporate Responsibility Committee | |
Continuing Directors
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Continuing Directors
| | David Sze DIRECTOR Mr. Sze has served as a Partner at Greylock Partners, a venture capital firm, which he joined in 2000, where he primarily oversees investments in entrepreneurial and consumer technology companies. Previously, he was the Senior Vice President of Product Strategy at Excite and Excite@Home, a web portal for content. He previously served on the boards of directors of LinkedIn and Pandora Media, Inc. Additionally, he is a member of the Board of Trustees at Yale University and Rockefeller University. Mr. Sze also serves on the boards of directors for several private companies in the consumer technology sector. He holds a B.A. in Economics and Political Science from Yale University and an M.B.A. from Stanford University Graduate School of Business. We believe that Mr. Sze is qualified to serve on the Board of Directors because of his extensive background investing and advising consumer-facing internet and technology companies. | | Age: 58 | | | Director Since: November 2021 | | | Committees: Compensation and People Development Committee | |
Continuing Directors
There are no family relationships among our directors and executive officers.
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program Our compensation arrangements for non-employee directors are reviewed periodically by our Compensation and People Development Committee and our Board of Directors. In addition, at the Compensation and People Development Committee’s direction, Compensia, Inc., the Compensation and People Development Committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group. In 2023, our Compensation and People Development Committee reviewed and recommended, and following such recommendation, our Board of Directors approved an amendment to the non-employee compensation program in October 2023. Under this program, as amended, our non-employee directors receive cash and equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. We also reimburse our non-employee directors for reasonable, customary and documented expenses for travel to and from board meetings. With respect to cash compensation, non-employee directors are entitled to an annual fee equal to $35,000, which is payable quarterly in arrears and pro-rated for partial quarters served. The chairperson of our Audit and Risk Committee, Compensation and People Development Committee, and Nominating, Corporate Governance and Corporate Responsibility Committees receives an additional annual payment of $20,000, $15,000 and $8,000, respectively, payable quarterly in arrears and pro-rated for partial quarters served. With respect to equity, each new non-employee director is entitled to receive an initial stock option grant under our 2021 Equity Incentive Plan (the “2021 EIP”) with a grant date fair value of $350,000 (the “Initial Award”), which award vests monthly over a two-year period. Following initial appointment, each non-employee director who is serving on, and will continue to serve on the Board of Directors following each annual meeting of our stockholders, will be granted a stock option under our 2021 EIP with a grant date fair value of $175,000, which award vests monthly over a twelve-month period (the “Annual Award”). In addition, for 2023, we granted the Annual Award on a monthly basis beginning on October 1, 2023, and continuing through June 1, 2024, as described in the non-employee director
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
compensation table below, in order to produce a dollar cost averaging effect. This is consistent with our approach to the boxcar stock option awards made to our named executive officers in 2023 that are described in the section titled "Executive Compensation—Compensation Discussion and Analysis—2023 Compensation Elements & Decisions." The Initial Award and each Annual Award accelerate in full upon consummation of a Corporate Transaction (as defined in the 2021 EIP).
Non-Employee Director Compensation
Non-Employee Director Compensation Other than with respect to Ms. Friar, who did not receive compensation in her capacity as a director, the following table provides information for the year ended December 31, 2023 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2023. The compensation received by Ms. Friar as Chief Executive Officer of the company is shown in “Executive Compensation—2023 Summary Compensation Table” below. Each non-employee director’s reasonable, customary and properly documented travel expenses to attend Board of Director meetings is reimbursed by us.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(2)(3) | Total ($) | | John Hope Bryant(1) | 35,000 | 59,522 | 94,522 | | Dana Evan | 10,301 | 332,748 | 343,049 | | J. William Gurley | 35,000 | 59,522 | 94,522 | | Leslie Kilgore(1) | 20,417 | — | 20,417 | | Mary Meeker(1) | 35,000 | 59,522 | 94,522 | | Jason Pressman | 35,000 | 59,522 | 94,522 | | David Sze | 40,832 | 59,522 | 100,354 | | Nirav Tolia | 35,000 | 59,522 | 94,522 | | Chris Varelas | 54,500 | 59,522 | 114,022 | | Andrea Wishom(1) | 20,417 | — | 20,417 |
Non-Employee Director Compensation
1.Each of Ms. Kilgore and Ms. Wishom resigned from our Board of Directors effective August 1, 2023. Mr. Bryant resigned from our Board of Directors effective March 29, 2024. Ms. Meeker elected to not stand for re-election as a member of our Board of Directors upon the expiration of her term at the conclusion of the Annual Meeting. 2.The amounts reported in this column represent the aggregate grant date value of stock option awards made to directors in the year ended December 31, 2023 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our Class A common stock.
Non-Employee Director Compensation
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Non-Employee Director Compensation
3.The following table sets forth information on stock options granted to non-employee directors during fiscal 2023, the aggregate number of shares underlying outstanding stock options held by our non-employee directors as of December 31, 2023, and the aggregate number of shares underlying outstanding unvested stock options held by our non-employee directors as of December 31, 2023:
Non-Employee Director Compensation
| Name | Number of Shares Underlying Stock Options Granted in Fiscal 2023 (#) | Number of Shares Underlying Stock Options Outstanding at Fiscal Year End (#) | Number of Shares Underlying Unvested Stock Options Outstanding at Fiscal Year End (#) | | John Hope Bryant | 49,435(a) | 212,224(b) | 43,088 | | Dana Evan(c) | 294,389(c) | 294,389 | 269,857 | | J. William Gurley | 49,435(a) | 74,082 | — | | Leslie Kilgore | — | — | — | | Mary Meeker | 49,435(a) | 74,082 | — | | Jason Pressman | 49,435(a) | 74,082 | — | | David Sze | 49,435(a) | 74,082 | — | | Nirav Tolia | 49,435(a) | 5,146,206 | — | | Chris Varelas | 49,435(a) | 74,082 | — | | Andrea Wishom | — | — | — |
Non-Employee Director Compensation
a.These stock options were granted in 10 monthly installments, with the first grant date of the award with respect to 3/12th of the award being September 1, 2023 and a monthly grant thereafter equal to 1/12th of the award occurring on the 1st trading day of each calendar month following September 1, 2023, beginning on October 2, 2023. The stock options vest immediately upon the respective date of grant; so long as the non-employee director continues to provide services through each such grant date. The grant date fair value for each monthly installment of these stock option awards is as noted below:
Non-Employee Director Compensation
| Grant Date | Fair Value ($) | | 9/1/2023 | 1.351 | | 10/2/2023 | 1.099 | | 11/1/2023 | 1.087 | | 12/1/2023 | 0.985 |
Non-Employee Director Compensation
b.This stock option vests at a rate of 1/48th of the shares underlying the stock option each month following the vesting commencement date of September 19, 2020, so long as the non-employee director continues to provide services through each such vesting date. The stock option is early exercisable. c.This stock option vests at a rate of 1/24th of the shares underlying the stock option each month following the vesting commencement date of October 17, 2023, so long as the non-employee director continues to provide services through each such vesting date.
Executive Compensation Policies and Practices
| What We Do | | What We Don't Do | | | þ | Provide straightforward pay generally comprised of base salary and equity, with an additional variable incentive compensation component for our sales employees, including our Head of Revenue | ý | Executive pension or supplemental retirement plans; our executives participate in the same benefit plans and arrangements as our other employees | | þ | Ensure that the vast majority of our executive pay is in the form of equity and is “at risk” | ý | Excessive perquisites or personal benefits to our named executive officers not generally provided to all other employees | | þ | “Double trigger” termination required for accelerated equity vesting in connection with a change in control | ý | Hedging of our company stock by all employees, including our non-employee directors, and pledging is allowed only in limited circumstances as approved by our Head of Legal | | þ | Fully independent Compensation and People Development Committee and independent compensation consultant | ý | Reimbursements or “gross ups” for excise tax payments | | þ | Grant significant equity-based compensation in a “boxcar” structure to promote a long-term orientation and focus on sustained growth | ý | Regular bonus program or formal cash incentive plan (except to employees in sales roles, including our Head of Revenue) | | þ | Audit pay programs to achieve pay equity for similar roles across gender, race, and ethnicity | ý | Dividends or dividend equivalents on unvested equity awards | | þ | Subject to feedback from our stockholders, we intend to annually conduct a say-on-pay vote | ý | No discounted stock option awards | | þ | Require executives to trade through Rule 10b5-1 plans | ý | No employee single trigger accelerated vesting upon a change in control | | þ | Require executives to comply with our Compensation Recovery Policy | | |
Role of the Compensation Consultant
Role of the Compensation Consultant In carrying out its responsibilities, the Compensation and People Development Committee has the authority to retain, and has retained, Compensia, a nationally recognized compensation consulting firm, to serve as its independent compensation consultant, supporting the Compensation and People Development Committee in its review and oversight of our executive compensation programs. The Compensation and People Development Committee has assessed, and periodically confirms, the necessary criteria and has determined that the engagement of Compensia does not raise any conflicts of interest or other similar concerns. Compensia reports directly to our Compensation and People Development Committee and does not provide any non-compensation related services to us. Compensia does not make specific compensation-related recommendations, although it does use competitive market data to provide compensation ranges, taking into consideration our compensation peer group and compensation philosophy, for our Compensation and People Development Committee to consider. Compensia attends certain Compensation and People Development Committee meetings, executive sessions, and preparatory meetings with the Compensation and People Development Committee chair and certain members of our management team, as requested by our Compensation and People Development Committee. Compensia also advises our Compensation and People Development Committee on public disclosures relating to our executive compensation programs.
Use of Market Data
Use of Market Data The Compensation and People Development Committee reviews and considers the compensation levels and practices of a group of peer companies for purposes of assessing the competitive market positioning of our executive compensation program and guiding compensation levels and practices. The Compensation and People Development Committee reviews our peer group with the compensation consultant at least annually and assesses the need for any year-over-year changes in light of changes to either our business or the businesses of our peer companies. The Compensation and People Development Committee developed a peer group for 2023 in consultation with our compensation consultant that included companies similar to us in terms of industry, revenue and market capitalization. In developing the compensation peer group used to make 2023 compensation determinations, we considered the following criteria to identify comparable peer companies. In evaluating the companies comprising the compensation peer group, Compensia specifically considered and weighed the following primary criteria, among other factors:
Use of Market Data
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Use of Market Data
| Primary Criteria for Peer Group Selection- October 2023 | | | Geography | Publicly-traded companies primarily headquartered in the United States and traded on a major U.S. stock exchange | | Industry | Consumer, software and internet companies with a focus on social networks, online marketplaces, advertising and similar services | | Revenue | Companies with revenue generally within a range of 0.25x to approximately 4x our revenue (at time of review) of approximately $218 million | | Market Capitalization | Companies with a market capitalization within a range of approximately 0.25x to approximately 4x our then 30-day market capitalization of approximately $1.113 billion |
Use of Market Data
This work culminated in Compensation and People Development Committee approval of a peer group consisting of the following companies:
Use of Market Data
| 2023 Peers | | | | | Amplitude | EverQuote | Olo | TripAdvisor | | AppFolio | Groupon | PoshMark | Upwork | | Asana | Hims & Hers Health | PubMatic | UserTesting | | Box | Lemonade | Smartsheet | Yelp | | Bumble | Momentive Global | Sprout Social | | | Eventbrite | NerdWallet | The RealReal | |
Use of Market Data
One company, Affirm, was removed from our compensation peer group because its revenue was no longer within our targeted revenue range; two companies, Bill.com and ZoomInfo Technologies, were removed because their market capitalization was no longer within our targeted market capitalization range; and one company, Porch Group, was removed because of its reduced revenue and revenue-to-market cap multiple. The following four companies were added to our peer group on the basis of their similarity to us in size, revenue, market capitalization, and industry sector: Amplitude, NerdWallet, Olo and UserTesting. As noted above, market data is one point of reference the Compensation and People Development Committee considers in assessing the competitive market for executive positions in our industry. The Compensation and People Development Committee does not target a specific percentile of pay within the peer group for any named executive officer's position. Differences in total compensation among named executive officers are primarily driven by an individual’s role and responsibilities and impact on our business, skills and experience, marketability, potential to take on additional scope and scale as our company matures and retention profile as it relates to the runway of unvested equity for each individual. In addition to peer group data, the Compensation and People Development Committee may also review broader third-party survey data to inform its decision-making.
Use of Market Data
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2023 Compensation Elements & Decisions
| Element | Structure | Objective | | Base Salary | Cash | To provide a market-competitive fixed level of compensation. | | Long-Term Incentives | Time-vested stock options and RSUs | To attract, retain, motivate and reward employees over an extended time horizon for achieving key objectives and building long-term value in alignment with our stockholders’ interests. |
Cash Incentive
Cash Incentive Sales Incentive Compensation Plan Our sales-related employees, including Ms. Andersen, participate in our incentive compensation plan, which provides for a variable cash compensation component tied to achievement of certain corporate goals. In 2023, the Compensation and People Development Committee established target performance-based annual cash incentive opportunities for Ms. Andersen based solely on achievement of annual revenue goals, which were established by the Compensation and People Development Committee in March 2023 and revised in the fourth quarter in consideration of the Company's reduction in force. The
Cash Incentive
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Cash Incentive
Compensation and People Development Committee determined that revenue is the appropriate measure for Ms. Andersen's target cash incentive bonus because (i) revenue is a key driver of Nextdoor's creation of long-term value for our stockholders; and (ii) Ms. Andersen's position with the company and individual performance has a material impact on Nextdoor's revenue. Performance below the threshold would result in no payment to Ms. Andersen and performance at or above target would result in payment at 100% or more of her target cash incentive opportunity. In establishing Ms. Andersen’s target award opportunity, the Compensation and People Development Committee considered the strength of her leadership, her expected contributions to our 2023 revenue generation objectives, and the market positioning of her compensation relative to peers. Ms. Andersen’s 2023 target cash incentive opportunity was set at $300,000, for the period commencing on April 1, 2023 and ending on March 31, 2024 (the "2023 Target"). Ms. Andersen’s Annual Commission Payout (as defined below) for 2023 was $306,375 as shown in the table below. The threshold and target levels of achievement for our 2023 revenue goal, as well as 2023 actual revenue generated, and the resulting award payout to Ms. Andersen, were as follows:
Cash Incentive
| Performance Measure | Threshold ($)(1) | Target* ($) | Actual 2023 Performance ($)(2) | 2023 Payout – Ms. Andersen ($)(3) | | Revenue | 172,275,000 | 229,700,000 | 218,309,001 | 306,375 |
Cash Incentive
1.75% of Target 2.95% of Target 3.102% of annual target incentive compensation amount of $300,000. Ms. Andersen's target cash incentive opportunity was $375,000 for the period commencing April 1, 2022 and March 31, 2023 (the "2022 Target"). As such, her total 2023 Payout includes payments made pursuant to the 2022 Target, attributable to the period from January 1, 2023 to March 31, 2023 and excludes the portion of the 2023 Target attributable to the period from January 1, 2024 to March 31, 2024. Ms. Andersen’s 2023 sales incentive compensation plan allowed for commission payouts that were calculated based on her achievement of quarterly sales quotas and an annual sales quota. Her annual sales quota for 2023 was $229.7 million (“Annual Sales Quota”) as shown in the table above, and her quarterly sales target for the first, second, third and fourth quarters of 2023, as revised, were $49.0 million, $58.0 million, $67.0 million and $55.7 million, respectively. At the end of each of the first, second and third quarters of 2023, Ms. Andersen was eligible to receive a commission based on a quarterly achievement percentage, which was calculated by dividing our actual quarterly revenue divided by her quarterly sales target for the applicable quarter. Once our final fiscal year end results for 2023 were available, an annual achievement percentage was calculated, taking into account performance in the fourth quarter, by dividing our total revenue for 2023 by Ms. Andersen's Annual Sales Quota (the “Annual Achievement Percentage”). Ms. Andersen’s Annual Achievement Percentage, which was subject to increase by a multiplier for achievements in excess of her Annual Sales Quota, was used to determine Ms. Andersen’s actual annual commission payout earned (the “Annual Commission Payout”), and Ms. Andersen’s final commission payout for 2023 was calculated by subtracting each quarterly commission payout in the first, second, and third quarters of 2023 from her Annual Commission Payout.
Long-Term Equity Compensation Awards
Long-Term Equity Compensation Awards Consistent with our compensation philosophy and focus on sustained growth, a significant portion of named executive officer compensation has historically been delivered in the form of equity awards. We believe that equity awards encourage an ownership mindset and help align the interests of our named executive officers and our stockholders. Upon hire, each named executive officer (other than Ms. Friar) received an initial stock option award that provided for a one year cliff upon his or her first anniversary of service and subsequent pro rata monthly vesting over the following thirty-six months,
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
subject to continued service. Upon Ms. Friar’s hire, she received an initial restricted stock award that provided for monthly vesting over a forty-eight month period, subject to continued service. In each subsequent year, we generally provide “refresh” grants following the Compensation and People Development Committee’s consideration of competitive market data provided by our compensation consultant, our named executive officers’ unvested equity holdings, and expected appreciation in our stock price over time, as well as other factors described above in “Compensation Determination Process.” Refresh grants can generally be comprised of “boxcar,” “adjustment,” or “bridge” awards: Boxcar Awards are long-term awards designed to ensure that an employee has a runway of at least two to three years of unvested equity. Boxcar awards typically commence vesting approximately two years following the date of grant and vest on a monthly basis in the case of options, or quarterly basis in the case of RSUs, in each case generally over twelve months. Adjustment Awards are designed to bring an employee’s equity compensation in-line with the equity range for their specific position and level, based on market data and other factors described above in “Compensation Determination Process.” Adjustment awards typically commence vesting immediately upon grant and vest on a monthly basis for options, or a quarterly basis for RSUs, generally over twelve months. Bridge Awards are short-term awards designed to provide an employee with a limited amount of equity in order to ensure that he or she has an appropriate amount of unvested equity during the period following vesting of his or her equity awards until the next compensation cycle. The vesting period of bridge awards varies based on an employee’s unvested equity and time until the next compensation cycle, but is generally less than twelve months. In 2023, we did not make any bridge awards. Our intention is that the value of the refresh grants reflect the value we place on each named executive officer’s contribution to our long-term success, and considers each named executive officer’s existing equity holdings, including the current economic value and vesting schedules of unvested equity awards, to ensure we maintain an appropriate portion of long-term incentive compensation in unvested equity. We believe this approach provides us flexibility in our current growth stage to ensure each named executive officer receives competitive compensation in line with growth in our stock price while ensuring he or she maintains a meaningful amount of unvested equity on the horizon. Because boxcar awards do not vest immediately, they also serve our retention objectives assuming long-term appreciation in our stock price. In determining the size of the overall pool of available equity awards, the Compensation and People Development Committee also considers the dilutive effect of our equity incentive compensation practices and the overall impact that equity awards will have on stockholder value and stock-based compensation expense. In February 2023, after taking into consideration the recommendations of our Chief Executive Officer (for all named executive officers other than herself) the Compensation and People Development Committee approved boxcar awards, a portion of which were in the form of stock options and a portion of which were in the form of RSUs, for all named executive officers, in recognition of our 2022 financial results and each named executive officer’s individual performance. For 2023, each named executive officer (with the exception of Mr. Anderson who became our Chief Financial Officer in 2023) received, as part of the boxcar award program, two separate option awards, which were granted monthly as further described in the following sentence, and each with its own vesting schedule: one vesting on a monthly basis over a one-year period following the February 1, 2024 vesting commencement date, and the other vesting on a monthly basis over a two-year period, in each case, following February 1, 2025 vesting commencement date. For 2023, the Compensation and People Development Committee fixed the total number of shares subject to the boxcar award stock options on the date it approved the grants in February 2023 and we granted the shares subject to such awards in ten monthly installments (with the first installment covering 1/4th of the overall boxcar award and subsequent installments covering 1/12th of the overall boxcar award) on the first trading day of each month (with the exception of the first installment which was granted on the second business day following the filing of our Form 10-K for the year ended December 31, 2022 which occurred in the month following approval by the Compensation and People
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
Development Committee of the awards in February 2023). We granted the boxcar stock options in 2023 monthly in order to produce a dollar cost averaging effect—unlike annual grants which are more subject to the vagaries of the market—which we believed helped to alleviate the arbitrariness of option grant timing and the potential for issues stemming from “underwater options.” Also as part of this program, each named executive officer received two RSU grants, with vesting commencing one-year and two-years, respectively, from January 15, 2023. Following vesting commencement, the RSUs vest on a quarterly basis. In November 2023, in connection with his appointment as our Chief Financial Officer, we granted the following adjustment awards to Mr. Anderson: (i) an RSU award covering 215,272 shares of our Class A common stock, and (ii) an option to purchase 341,702 shares of our Class A common stock, each which vest over approximately twenty-six (26) months. Mr. Anderson’s adjustment awards were designed to bring his equity compensation in-line with the equity range for his new role as our Chief Financial Officer and level, based on market data. In December 2023, the Compensation and People Development Committee also approved adjustment awards to each of the then-employed named executive officers (other than the Chief Executive Officer), to bring the value of their then-unvested equity in-line with the target compensation for their respective roles. These were all in the form of RSUs which vest quarterly over a one-year period with vesting commencing January 15, 2024. The table below illustrates the equity awards granted to each named executive officer in 2023:
Long-Term Equity Compensation Awards
| Named Executive Officer | Type | No. of Options | No. of RSUs | Equity Value ($)* | | Sarah Friar | Boxcar | 984,967 | 571,281 | 2,765,000 | | Matt Anderson | Adjustment | 341,702 | 900,936 | 1,946,698 | | Michael Doyle | Boxcar | 228,579 | 144,628 | 700,000 | | Heidi Andersen | Boxcar | 299,230 | 173,554 | 840,000 | | Heidi Andersen | Adjustment | — | 810,176 | 1,296,281 | | John Orta | Boxcar | 249,358 | 144,628 | 700,000 | | John Orta | Adjustment | — | 685,563 | 1,096,901 |
Long-Term Equity Compensation Awards
* "Equity Value” represents the value used by the Compensation and People Development Committee to calculate the number of shares subject to each of the named executive officers’ equity awards. Equity Value does not necessarily correspond to the aggregate grant date fair value of the shares subject to these awards because the awards are granted on a date subsequent to the date on which the awards were approved by the Compensation and People Development Committee.
Offer Letters
Offer Letters We entered into offer letters with each of our named executive officers when their employment with Nextdoor commenced. Each offer letter provides for “at will” employment (meaning either we or the named executive officers may terminate the employment relationship at any time with or without cause and with or without notice), sets forth the initial title, base salary, and equity award for the executive, and summarizes the other terms and conditions applicable to the executive’s employment with us. Nirav Tolia Offer Letter. We entered into an offer letter with Nirav Tolia (the “Tolia Offer Letter”) on February 26, 2024, in connection with Mr. Tolia’s appointment as Chief Executive Officer, President and Chairperson of the Board of Directors effective as of May 8, 2024. Prior to Mr. Tolia's appointment, he was not an executive officer of the company. Pursuant to the Tolia Offer Letter, Mr. Tolia began serving as our Executive Chair effective as of March 18, 2024. Pursuant to the Tolia Offer Letter, Mr. Tolia will receive: an initial annual base salary of $500,000, a target bonus opportunity of 100% of his base salary, and remain eligible to participant in company-sponsored benefits to the extent that he is eligible pursuant to the terms of our benefit plans. Additionally, Mr. Tolia was granted a RSU award covering $10.0 million of our Class A common stock (the “Tolia RSUs”), which will vest quarterly over a four year period. Mr. Tolia was also granted a performance stock unit award covering $10.0 million of our Class A common stock (the “Tolia PSUs,” and together with the Tolia RSUs, the “Tolia Equity Awards”). The number of shares subject to the Tolia Equity Awards will be determined by dividing $20.0 million by the average of the closing sale price
Offer Letters
of our Class A common stock in the calendar month immediately preceding the first of the month in which the Initial Appointment Date (as defined in the Tolia Offer Letter) occurs and the calendar month in which the Initial Appointment Date occurs. The Tolia PSUs will vest based on stock price targets achieved over a four year period, with 25% vesting if we achieve 30% stock price growth between the first anniversary of the Initial Appointment Date and the fifth anniversary of the Initial Appointment Date, an additional 25% vesting if we achieve 50% stock price growth between the second anniversary of the Initial Appointment Date and the fifth anniversary of the Initial Appointment Date, an additional 25% vesting if we achieve 75% stock price growth between the third anniversary of the Initial Appointment Date and the fifth anniversary of the Initial Appointment Date, and an additional 25% vesting if we achieve 100% stock price growth between the fourth anniversary of the Initial Appointment Date and the fifth anniversary of the Initial Appointment Date. Any Tolia PSUs that have not vested at the end of the applicable performance period will be forfeited. Achievement of the price targets is based on a 30-trading day average closing selling price of our Class A common stock. In the event of a change in control transaction, vesting of the Tolia PSUs will be based on the price per share payable in the transaction (with any contingent consideration valued by our Board of Directors); in the event of a CIC Qualifying Termination (as defined in our standard form of Change in Control and Severance Agreement) all time-based vesting requirements applicable to the Tolia PSUs will accelerate in full. The vesting of the Tolia Equity Awards is subject to Mr. Tolia’s continuous employment with us as Chief Executive Officer or Executive Chair and other customary provisions to be set forth in an award agreement pursuant to the 2021 EIP.
Severance and Change in Control Benefits
Severance and Change in Control Benefits We have entered into severance agreements with each of our named executive officers. These agreements provide for severance benefits in connection with certain qualifying terminations. We believe that providing post-employment compensation arrangements is necessary to achieve our recruitment and retention goals, and to facilitate smooth transitions from Nextdoor when and if appropriate. We have designed our arrangements to provide reasonable continued salary and healthcare coverage in the event of terminations without cause or resignations for good reason. In addition, to align named executive officers’ interests with our stockholders in the event of a “change in control,” as defined in such agreement, of the company, we provide “double-trigger” arrangements that encourage executives to focus on corporate transactions that are in our best interests, regardless of whether those transactions may result in their own job loss. We also condition all severance payments upon receipt of a general release of claims to mitigate potential future disputes or litigation arising from an executive’s departure. •For termination by us without “cause,” as defined in such agreement, or by an executive for “good reason,” as defined in such agreement, not connected to a change in control, named executive officers are entitled to payment of their base salaries, as well as payment of premiums for continued medical benefits, for six months following termination. •For termination by us without cause or by an executive for good reason within a three-month period prior to (but after a legally binding and definitive agreement for a potential change of control has been executed), or within the twelve-month period following a change in control, named executive officers are entitled to: (i) a severance payment in an amount equal to twelve months’ base salary and then-current target bonus opportunity, if any, at 100% achievement of target (in each case, at the rates in effect immediately prior to the actions that resulted in the termination), paid in a cash lump sum, (ii) full acceleration of unvested time-vesting equity awards and accelerated vesting of performance vesting equity awards at the greater of (x) actual achievement through the date of termination or (y) target level (unless an individual equity award agreement provides otherwise), and (iii) payment of premiums for continued medical benefits for up to twelve months following termination. For a full description of the terms of these agreements, as well as an estimate of the potential payments payable under these agreements, see “Potential Payments upon Termination or Change in Control” below. Michael Doyle Separation Agreement. We entered into a transition and separation agreement with Michael Doyle (the “Doyle Transition Agreement”), effective as of November 7, 2023, pursuant to which Mr. Doyle agreed to a customary general release and waiver of claims and a covenant not to sue the company. The Doyle Transition Agreement entitled Mr. Doyle to: (i) a one-time
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
cash payment of $237,500, which is equal to six months of Mr. Doyle’s former salary, less applicable state and federal payroll deductions; and (ii) upon his election to continue existing health benefits under COBRA, the company continuing to pay his insurance premium payments for six months following his Separation Date (as defined in the Doyle Transition Agreement). Sarah Friar Transition Agreement. We entered into a transition agreement with Sarah Friar (the “Friar Transition Agreement”), effective as of February 29, 2024. Pursuant to the Friar Transition Agreement, Ms. Friar will resign from her position as Chief Executive Officer and President effective as of May 8, 2024. The Friar Transition Agreement entitles Ms. Friar to receive certain severance benefits after signing a general release and waiver of claims and covenant not to sue on or following her Resignation Date (as defined in the Friar Transition Agreement), including but not limited to: (i) a one-time cash payment of $237,500, which is equal to six months of Ms. Friar’s former salary, less applicable state and federal payroll deductions; and (ii) upon her election to continue existing health benefits under COBRA, us continuing to pay her insurance premium payments for twelve months following her Resignation Date. Ms. Friar will also be able exercise any unexercised vested shares subject to stock option awards for 12 months following the Resignation Date. Ms. Friar resigned from her position as chairperson and as a member of our Board of Directors effective March 29, 2024. Heidi Andersen and John Orta Separation Agreements. On April 26, 2024, as part of the orderly transition of certain members of our management team, Heidi Andersen, our Head of Revenue, and John Orta, our Head of Legal & Corporate Development and Secretary, will each resign from their respective positions, effective on May 8, 2024. In connection with their transitions, we expect to enter into a separation agreement with each of Ms. Andersen and Mr. Orta on or about May 8, 2024, which will provide for benefits consistent with each of their change in control and severance agreements dated August 28, 2021, including (i) a lump sum payment equal to six months’ of their respective base salary, less applicable state and federal payroll deductions, and (ii) upon election to continue existing health benefits under COBRA, us continuing to pay their respective insurance premium payments to continue to receive coverage for six months following their separation date.
Accounting Treatment
Accounting Treatment The Compensation and People Development Committee considers accounting implications when designing compensation plans and arrangements for our named executive officers and other employees. Chief among these is FASB ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, FASB ASC 718 requires us to record a compensation expense in our statement of operations for all equity awards granted to our named executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for the years ended December 31, 2023, 2022 and 2021, as applicable.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Nonequity Incentive Plan ($)(4) | All Other Compensation ($)(5) | Total ($) | | Sarah Friar Chief Executive Officer and President | 2023 | 450,000 | — | 1,091,147 | 1,369,618 | — | 24,801 | 2,935,566 | | | 2022 | 367,708 | 75,000 | — | 7,878,714 | — | 24,216 | 8,345,638 | | | 2021 | 350,000 | — | — | 19,760,434 | — | — | 20,110,434 | | Matt Anderson Chief Financial Officer and Treasurer | 2023 | 363,674 | — | 1,513,401 | 317,339 | — | 2,828 | 2,197,242 | | Michael Doyle Former Chief Financial Officer and Treasurer | 2023 | 412,216 | — | 276,239 | 325,070 | — | 239,656 | 1,253,181 | | | 2022 | 367,708 | 75,000 | — | 1,730,002 | — | 2,300 | 2,175,010 | | | 2021 | 350,000 | — | | 2,094,463 | — | — | 2,444,463 | | John Orta Head of Legal & Corporate Development and Secretary | 2023 | 450,000 | — | 1,427,985 | 347,451 | — | 3,200 | 2,228,636 | | | 2022 | 367,708 | 75,000 | — | 1,220,797 | — | 2,300 | 1,665,805 | | | 2021 | 350,000 | — | — | 1,300,520 | — | — | 1,650,520 | | Heidi Andersen Head of Revenue | 2023 | 450,000 | — | 1,692,584 | 416,798 | 306,375 | 3,200 | 2,868,957 | | | 2022 | 367,708 | 75,000 | — | 835,624 | 300,000 | 2,300 | 1,580,632 | | | 2021 | 350,000 | — | — | — | 271,250 | — | 621,250 |
2023 Summary Compensation Table
1.The amounts reported in the “Salary” column reflect the salary earned during the fiscal year. Amounts for 2023 reflect a salary increase from $375,000 to $475,000, which was approved by the Compensation and People Development Committee for all of the named executive officers (with the exception of Mr. Anderson) effective as of April 1, 2023. The amount for Mr. Anderson in 2023 reflects his annual salary of $360,000 for 2023, as adjusted to $475,000 in connection with his promotion to Chief Financial Officer, effective as of November 7, 2023. The amount for Mr. Doyle in 2023 reflects his annual salary of $450,000 until his resignation as Chief Financial Officer, effective as of November 7, 2023. 2.The amounts reported in the "Bonus" column reflect the discretionary bonuses paid to our named executive officers in December 2022. 3.Amounts in the “Stock Awards” and “Option Awards” column represent the aggregate grant date fair value of the equity awards awarded to the named executive officers during 2023, 2022 or 2021, as applicable, calculated in accordance with FASB ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the “Stock Awards” and “Option Awards” column are set forth in Note 2 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Note that the amounts reported in this column reflect the accounting cost for these stock awards and do not correspond to the actual economic value that may be received by our named executive officers from the stock awards. For more information regarding these awards, including vesting information, see the “Outstanding Equity Awards at 2023 Fiscal Year-End” table below. 4.The amount reported represents the actual amount of commissions earned in 2023 under the Nextdoor 2023 Incentive Compensation Plan or the 2019 Incentive Compensation Plan based on achievement of designated performance metrics. See "Compensation Discussion and Analysis—2023 Compensation Elements & Decisions—Cash Incentives" above. 5.For Matthew Anderson, John Orta, and Heidi Andersen, the amount reported reflects our matching contribution of $2,300 to our 401(k) Plan; additionally, they each received reimbursements in connection with our wellness stipend program. For Sarah Friar, the amount reported reflects our matching contribution of $2,300 to our 401(k) Plan and $22,501 in reimbursements for car services paid by us. For Michael Doyle, the amount reported reflects our matching contribution of $1,406 to our 401(k), reimbursements under our wellness stipend program, and a severance payment of $237,500.
2023 Summary Compensation Table
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2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made for the year ended December 31, 2023, for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the 2023 Summary Compensation Table.
2023 Grants of Plan-Based Awards Table
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares of Stock or Units (#) | Exercise Price of Stock Options ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Sarah Friar | Stock Option | 3/2/2023(3) | — | — | — | — | 70,360 | 1.91 | 84,279.00 | | | Stock Option | 3/2/2023(4) | — | — | — | — | 175,887 | 1.91 | 211,708.36 | | | Stock Option | 4/3/2023(5) | — | — | — | — | 58,629 | 2.11 | 76,576.39 | | | Stock Option | 4/3/2023(6) | — | — | — | — | 23,451 | 2.11 | 30,629.77 | | | Stock Option | 5/1/2023(5) | — | — | — | — | 58,629 | 2.04 | 73,711.02 | | | Stock Option | 5/1/2023(6) | — | — | — | — | 23,451 | 2.04 | 29,483.65 | | | Stock Option | 6/1/2023(5) | — | — | — | — | 58,629 | 2.73 | 99,066.83 | | | Stock Option | 6/1/2023(6) | — | — | — | — | 23,451 | 2.73 | 39,625.72 | | | Stock Option | 7/3/2023(5) | — | — | — | — | 58,629 | 3.31 | 120,400.51 | | | Stock Option | 7/3/2023(6) | — | — | — | — | 23,451 | 3.31 | 48,158.97 | | | Stock Option | 8/1/2023(5) | — | — | — | — | 58,629 | 3.10 | 120,898.86 | | | Stock Option | 8/1/2023(6) | — | — | — | — | 23,451 | 3.10 | 48,358.31 | | | Stock Option | 9/1/2023(5) | — | — | — | — | 58,629 | 2.18 | 86,161.18 | | | Stock Option | 9/1/2023(6) | — | — | — | — | 23,451 | 2.18 | 34,463.59 | | | Stock Option | 10/2/2023(5) | — | — | — | — | 58,629 | 1.77 | 70,073.38 | | | Stock Option | 10/2/2023(6) | — | — | — | — | 23,451 | 1.77 | 28,028.64 | | | Stock Option | 11/9/2023(5) | — | — | — | — | 58,629 | 1.44 | 56,846.68 | | | Stock Option | 11/9/2023(6) | — | — | — | — | 23,451 | 1.44 | 22,738.09 | | | Stock Option | 12/1/2023(5) | — | — | — | — | 58,629 | 1.64 | 63,149.30 | | | Stock Option | 12/1/2023(6) | — | — | — | — | 23,451 | 1.64 | 25,259.07 | | | RSU | 3/2/2023(7) | — | — | — | 163,223 | — | — | 311,756.00 | | | RSU | 3/2/2023(8) | — | — | — | 408,058 | — | — | 779,391.00 | | Matt Anderson | RSU | 5/10/2023(9) | — | — | — | 70,540 | — | — | 170,001.00 | | | Stock Option | 11/9/2023(10) | — | — | — | — | 341,702 | 1.44 | 317,338.65 | | | RSU | 11/9/2023(11) | — | — | — | 215,272 | — | — | 309,992.00 | | | RSU | 12/8/2023(7) | — | — | — | 615,124 | — | — | 1,033,408.00 |
2023 Grants of Plan-Based Awards Table
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2023 Grants of Plan-Based Awards Table
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares of Stock or Units (#) | Exercise Price of Stock Options ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Michael Doyle | Stock Option | 3/2/2023(4) | — | — | — | — | 44,535 | 1.91 | 54,218.00 | | | Stock Option | 3/2/2023(3) | — | — | — | — | 17,812 | 1.91 | 21,335.78 | | | Stock Option | 4/3/2023(5) | — | — | — | — | 14,842 | 2.11 | 19,487.85 | | | Stock Option | 4/3/2023(6) | — | — | — | — | 5,937 | 2.11 | 7,754.42 | | | Stock Option | 5/1/2023(5) | — | — | — | — | 14,842 | 2.04 | 18,660.03 | | | Stock Option | 5/1/2023(6) | — | — | — | — | 5,937 | 2.04 | 7,464.26 | | | Stock Option | 6/1/2023(5) | — | — | — | — | 14,842 | 2.73 | 25,078.88 | | | Stock Option | 6/1/2023(6) | — | — | — | — | 5,937 | 2.73 | 10,031.89 | | | Stock Option | 7/3/2023(5) | — | — | — | — | 14,842 | 3.31 | 30,479.53 | | | Stock Option | 7/3/2023(6) | — | — | — | — | 5,937 | 3.31 | 12,192.22 | | | Stock Option | 8/1/2023(5) | — | — | — | — | 14,842 | 3.10 | 30,605.69 | | | Stock Option | 8/1/2023(6) | — | — | — | — | 5,937 | 3.10 | 12,242.69 | | | Stock Option | 9/1/2023(5) | — | — | — | — | 14,842 | 2.18 | 21,811.80 | | | Stock Option | 9/1/2023(6) | — | — | — | — | 5,937 | 2.18 | 8,725.02 | | | Stock Option | 10/2/2023(5) | — | — | — | — | 14,842 | 1.77 | 17,739.16 | | | Stock Option | 10/2/2023(6) | — | — | — | — | 5,937 | 1.77 | 7,095.90 | | | Stock Option | 11/9/2023(5) | — | — | — | — | 14,842 | 1.44 | 14,390.80 | | | Stock Option | 11/9/2023(6) | — | — | — | — | 5,937 | 1.44 | 5,756.52 | | | RSU | 3/2/2023(7) | — | — | — | 41,322 | — | — | 78,925.00 | | | RSU | 3/2/2023(8) | — | — | — | 103,306 | — | — | 197,314.00 |
2023 Grants of Plan-Based Awards Table
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2023 Grants of Plan-Based Awards Table
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares of Stock or Units (#) | Exercise Price of Stock Options ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | John Orta | Stock Option | 3/2/2023(3) | — | — | — | — | 17,812 | 1.91 | 21,335.82 | | | Stock Option | 3/2/2023(4) | — | — | — | — | 44,535 | 1.91 | 54,217.58 | | | Stock Option | 4/3/2023(5) | — | — | — | — | 14,842 | 2.11 | 19,487.85 | | | Stock Option | 4/3/2023(6) | — | — | — | — | 5,937 | 2.11 | 7,754.42 | | | Stock Option | 5/1/2023(5) | — | — | — | — | 14,842 | 2.04 | 18,660.03 | | | Stock Option | 5/1/2023(6) | — | — | — | — | 5,937 | 2.04 | 7,464.26 | | | Stock Option | 6/1/2023(5) | — | — | — | — | 14,842 | 2.73 | 25,078.88 | | | Stock Option | 6/1/2023(6) | — | — | — | — | 5,937 | 2.73 | 10,031.89 | | | Stock Option | 7/3/2023(5) | — | — | — | — | 14,842 | 3.31 | 30,479.53 | | | Stock Option | 7/3/2023(6) | — | — | — | — | 5,937 | 3.31 | 12,192.22 | | | Stock Option | 8/1/2023(5) | — | — | — | — | 14,842 | 3.10 | 30,605.69 | | | Stock Option | 8/1/2023(6) | — | — | — | — | 5,937 | 3.10 | 12,242.69 | | | Stock Option | 9/1/2023(5) | — | — | — | — | 14,842 | 2.18 | 21,811.80 | | | Stock Option | 9/1/2023(6) | — | — | — | — | 5,937 | 2.18 | 8,725.02 | | | Stock Option | 10/2/2023(5) | — | — | — | — | 14,842 | 1.77 | 17,739.16 | | | Stock Option | 10/2/2023(6) | — | — | — | — | 5,937 | 1.77 | 7,095.90 | | | Stock Option | 11/9/2023(5) | — | — | — | — | 14,842 | 1.44 | 14,390.80 | | | Stock Option | 11/9/2023(6) | — | — | — | — | 5,937 | 1.44 | 5,756.52 | | | Stock Option | 12/1/2023(5) | — | — | — | — | 14,842 | 1.64 | 15,986.32 | | | Stock Option | 12/1/2023(6) | — | — | — | — | 5,937 | 1.64 | 6,394.74 | | | RSU | 3/2/2023(7) | — | — | — | 41,322 | — | — | 78,925.02 | | | RSU | 3/2/2023(8) | — | — | — | 103,306 | — | — | 197,314.46 | | | RSU | 12/8/2023(7) | — | — | — | 685,563 | — | — | 1,151,745.84 |
2023 Grants of Plan-Based Awards Table
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2023 Grants of Plan-Based Awards Table
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares of Stock or Units (#) | Exercise Price of Stock Options ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Heidi Andersen | Stock Option | 3/2/2023(3) | — | — | — | — | 21,378 | 1.91 | 25,607.25 | | | Stock Option | 3/2/2023(4) | — | — | — | — | 53,437 | 1.91 | 65,033.84 | | | Stock Option | 4/3/2023(5) | — | — | — | — | 17,811 | 2.11 | 23,263.27 | | | Stock Option | 4/3/2023(6) | — | — | — | — | 7,124 | 2.11 | 9,304.78 | | | Stock Option | 5/1/2023(5) | — | — | — | — | 17,811 | 2.04 | 22,392.79 | | | Stock Option | 5/1/2023(6) | — | — | — | — | 7,124 | 2.04 | 8,956.61 | | | Stock Option | 6/1/2023(5) | — | — | — | — | 17,811 | 2.73 | 30,095.67 | | | Stock Option | 6/1/2023(6) | — | — | — | — | 7,124 | 2.73 | 12,037.59 | | | Stock Option | 7/3/2023(5) | — | — | — | — | 17,811 | 3.31 | 36,576.67 | | | Stock Option | 7/3/2023(6) | — | — | — | — | 7,124 | 3.31 | 14,629.85 | | | Stock Option | 8/1/2023(5) | — | — | — | — | 17,811 | 3.10 | 36,728.06 | | | Stock Option | 8/1/2023(6) | — | — | — | — | 7,124 | 3.10 | 14,690.40 | | | Stock Option | 9/1/2023(5) | — | — | — | — | 17,811 | 2.18 | 26,175.05 | | | Stock Option | 9/1/2023(6) | — | — | — | — | 7,124 | 2.18 | 10,469.43 | | | Stock Option | 10/2/2023(5) | — | — | — | — | 17,811 | 1.77 | 21,287.71 | | | Stock Option | 10/2/2023(6) | — | — | — | — | 7,124 | 1.77 | 8,514.60 | | | Stock Option | 11/9/2023(5) | — | — | — | — | 17,811 | 1.44 | 17,269.55 | | | Stock Option | 11/9/2023(6) | — | — | — | — | 7,124 | 1.44 | 6,907.43 | | | Stock Option | 12/1/2023(5) | — | — | — | — | 17,811 | 1.64 | 19,184.23 | | | Stock Option | 12/1/2023(6) | — | — | — | — | 7,124 | 1.64 | 7,673.26 | | | RSU | 3/2/2023(7) | — | — | — | 49,587 | — | — | 94,711.00 | | | RSU | 3/2/2023(8) | — | — | — | 123,967 | — | — | 236,777.00 | | | RSU | 12/8/2023(7) | — | — | — | 810,176 | — | — | 1,361,096.00 | | | Cash | — | 225,000 | 300,000 | — | — | — | — | — |
2023 Grants of Plan-Based Awards Table
1.Reflects potential commission payouts under the Nextdoor 2019 Incentive Compensation Plan, as described in "Compensation Discussion and Analysis—2022 Compensation Elements & Decisions—Cash Incentives" above. 2.The amounts reported represent the fair value per share as of the grant date determined in accordance with FASB ASC 718, multiplied by the number of shares awarded. The assumptions used in calculating the grant date fair value of the stock options reported under the “Option Awards” column are set forth in Note 2 to the audited consolidated financial statements included in our Annual Report for the year ended December 31, 2023. 3.The stock option award will vest monthly on the 1st in ratable increments of 1/3rd of the total award, with the first vesting event occurring on February 1, 2024, subject to the executive’s continued service. 4.The stock option award will vest monthly on the 1st in ratable increments of 1/3rd of the total award, with the first vesting event occurring on February 1, 2025, subject to the executive’s continued service. 5.The stock option award will vest on the 1st of the month following the two year anniversary of the date of grant, subject to the executive’s continued service. 6.The stock option award will vest on the 1st of the month following the one year anniversary of the date of grant, subject to the executive’s continued service. 7.The RSU award will vest in four equal quarterly installments on each of: (i) April 15, 2024; (ii) July 15, 2024; (iii) October 15, 2024; and (iv) January 15, 2025 subject to the executive’s continued service.
2023 Grants of Plan-Based Awards Table
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2023 Grants of Plan-Based Awards Table
8.The RSU award will vest in four equal quarterly installments on each of: (i) April 15, 2025; (ii) July 15, 2025; (iii) October 15, 2025; and (iv) January 15, 2026 subject to the executive’s continued service. 9.The RSU award will vest in four equal quarterly installments on each of: (i) July 15, 2023; (ii) October 15, 2023; (iii) January 15, 2024; and (iv) April 15, 2024 subject to the executive’s continued service. 10.The stock option award will vest in equal monthly installments over twenty-six months, with the first vesting event occurring on December 7, 2023, subject to the executive’s continued service. 11.The RSU award will vest in nine equal quarterly installments each calendar year on each of: (i) April 15; (ii) July 15; (iii) October 15; and (iv) January 15, with the first vesting event occurring on January 15, 2024, subject to the executive’s continued service.
2023 Grants of Plan-Based Awards Table
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Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents, for each of our named executive officers, information regarding outstanding stock options and RSUs as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | 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 ($) | | Name | Grant Date(1) | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | Sarah Friar | 3/24/2021(2) | 3/24/2021 | 808,097 | — | $2.41 | 3/23/2031 | — | $— | | | 3/24/2021(3) | 11/1/2022 | 435,407 | — | $2.41 | 3/23/2031 | — | $— | | | 3/24/2021(4) | 1/1/2023 | 2,394,749 | 217,705 | $2.41 | 3/23/2031 | — | $— | | | 3/25/2022(5) | 12/31/2023 | — | 2,394,746 | $6.06 | 3/24/2032 | — | $— | | | 3/2/2023(6) | 1/1/2025 | — | 175,887 | $1.91 | 3/1/2033 | — | $— | | | 3/2/2023(7) | 1/1/2024 | — | 70,360 | $1.91 | 3/1/2033 | — | $— | | | 3/2/2023(8) | 1/15/2024 | — | — | — | — | 163,223 | $308,491 | | | 3/2/2023(9) | 1/15/2025 | — | — | — | — | 408,058 | $771,230 | | | 4/3/2023(10) | 4/1/2024 | — | 23,451 | $2.11 | 4/2/2033 | — | $— | | | 4/3/2023(11) | 4/1/2025 | — | 58,629 | $2.11 | 4/2/2033 | — | $— | | | 5/1/2023(10) | 5/1/2024 | — | 23,451 | $2.04 | 4/30/2033 | — | $— | | | 5/1/2023(11) | 5/1/2025 | — | 58,629 | $2.04 | 4/30/2033 | — | $— | | | 6/1/2023(10) | 6/1/2024 | — | 23,451 | $2.73 | 5/31/2033 | — | $— | | | 6/1/2023(11) | 6/1/2025 | — | 58,629 | $2.73 | 5/31/2033 | — | $— | | | 7/3/2023(10) | 7/1/2024 | — | 23,451 | $3.31 | 7/2/2033 | — | $— | | | 7/3/2023(11) | 7/1/2025 | — | 58,629 | $3.31 | 7/2/2033 | — | $— | | | 8/1/2023(10) | 8/1/2024 | — | 23,451 | $3.10 | 7/31/2033 | — | $— | | | 8/1/2023(11) | 8/1/2025 | — | 58,629 | $3.10 | 7/31/2033 | — | $— | | | 9/1/2023(10) | 9/1/2024 | — | 23,451 | $2.18 | 9/1/2033 | — | $— | | | 9/1/2023(11) | 9/1/2025 | — | 58,629 | $2.18 | 9/1/2033 | — | $— | | | 10/2/2023(10) | 10/1/2024 | — | 23,451 | $1.77 | 10/2/2033 | — | $— | | | 10/2/2023(11) | 10/1/2025 | — | 58,629 | $1.77 | 10/2/2033 | — | $— | | | 11/9/2023(10) | 11/1/2024 | — | 23,451 | $1.44 | 11/1/2024 | — | $— | | | 11/9/2023(11) | 11/1/2025 | — | 58,629 | $1.44 | 11/1/2025 | — | $— | | | 12/1/2023(10) | 12/1/2024 | — | 23,451 | $1.64 | 12/1/2024 | — | $— | | | 12/1/2023(11) | 12/1/2025 | — | 58,629 | $1.64 | 12/1/2025 | — | $— | | Matt Anderson | 8/7/2019(12) | 7/8/2019 | 193,483 | — | $2.19 | 8/6/2029 | — | $— | | | 3/24/2021(13) | 4/1/2023 | 27,752 | 13,876 | $2.41 | 3/24/2031 | — | $— | | | 3/24/2021(14) | 4/1/2021 | 98,872 | 12,357 | $2.41 | 3/24/2031 | — | $— | | | 3/25/2022(15) | 4/1/2024 | — | 31,683 | $6.06 | 3/24/2032 | — | $— | | | 3/25/2022(16) | 4/1/2022 | 16,501 | 3,300 | $6.06 | 3/24/2032 | — | $— | | | 4/14/2022(17) | 2/15/2022 | — | — | — | — | 3,021 | $5,710 | | | 4/14/2022(18) | 2/15/2024 | — | — | — | — | 38,666 | $73,079 | | | 10/5/2022(19) | 10/1/2024 | — | 148,000 | $2.79 | 10/4/2032 | — | $— | | | 5/10/2023(20) | 7/15/2023 | — | — | — | — | 35,270 | $66,660 | | | 11/9/2023(21) | 11/7/2023 | 13,142 | 328,560 | $1.44 | 11/9/2033 | — | $— | | | 11/9/2023(22) | 11/7/2023 | — | — | — | — | 215,272 | $406,864 | | | 12/8/2023(23) | 1/15/2024 | — | — | — | — | 615,124 | $1,162,584 |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | 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 ($) | | Name | Grant Date(1) | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | Michael Doyle | 8/29/2018(24) | 8/27/2018 | 1,820,524 | — | $1.18 | 8/28/2028 | — | $— | | | 3/24/2021(25) | 9/1/2022 | 41,629 | — | $2.41 | 3/23/2031 | — | $— | | | 3/24/2021(26) | 1/1/2023 | 494,421 | — | $2.41 | 3/23/2031 | — | $— | | | 3/25/2022(27) | 12/31/2023 | 21,077 | — | $6.06 | 3/24/2032 | — | $— | | | 3/25/2022(28) | 12/31/2021 | 61,426 | — | $6.06 | 3/24/2032 | — | $— | | John Orta | 8/29/2018(29) | 8/6/2018 | 171,629 | — | $1.18 | 8/28/2028 | — | $— | | | 6/17/2019(30) | 4/1/2019 | 84,110 | — | $2.19 | 6/16/2029 | — | $— | | | 3/24/2021(31) | 5/1/2023 | 23,659 | 3,378 | $2.41 | 3/23/2031 | — | $— | | | 3/24/2021(26) | 1/1/2023 | 223,419 | 20,311 | $2.41 | 3/23/2031 | — | $— | | | 3/24/2021(32) | 1/1/2022 | 81,244 | — | $2.41 | 3/23/2031 | — | $— | | | 3/25/2022(28) | 12/31/2021 | 66,667 | 33,333 | $6.06 | 3/24/2032 | — | $— | | | 3/25/2022(27) | 12/31/2023 | — | 271,020 | $6.06 | 3/24/2032 | — | $— | | | 3/2/2023(7) | 1/1/2024 | — | 17,812 | $1.91 | 3/1/2033 | — | $— | | | 3/2/2023(6) | 1/1/2025 | — | 44,535 | $1.91 | 3/1/2033 | — | $— | | | 3/2/2023(8) | 1/15/2024 | — | — | — | — | 41,322 | $78,099 | | | 3/2/2023(9) | 1/15/2025 | — | — | — | — | 103,306 | $195,248 | | | 4/3/2023(10) | 4/1/2024 | — | 5,937 | $2.11 | 4/2/2033 | — | $— | | | 4/3/2023(11) | 4/1/2025 | — | 14,842 | $2.11 | 4/2/2033 | — | $— | | | 5/1/2023(10) | 5/1/2024 | — | 5,937 | $2.04 | 4/30/2033 | — | $— | | | 5/1/2023(11) | 5/1/2025 | — | 14,842 | $2.04 | 4/30/2033 | — | $— | | | 6/1/2023(10) | 6/1/2024 | — | 5,937 | $2.73 | 5/31/2033 | — | $— | | | 6/1/2023(11) | 6/1/2025 | — | 14,842 | $2.73 | 5/31/2033 | — | $— | | | 7/3/2023(10) | 7/1/2024 | — | 5,937 | $3.31 | 7/2/2033 | — | $— | | | 7/3/2023(11) | 7/1/2025 | — | 14,842 | $3.31 | 7/2/2033 | — | $— | | | 8/1/2023(10) | 8/1/2024 | — | 5,937 | $3.10 | 7/31/2033 | — | $— | | | 8/1/2023(11) | 8/1/2025 | — | 14,842 | $3.10 | 7/31/2033 | — | $— | | | 9/1/2023(10) | 9/1/2024 | — | 5,937 | $2.18 | 9/1/2033 | — | $— | | | 9/1/2023(11) | 9/1/2025 | — | 14,842 | $2.18 | 9/1/2033 | — | $— | | | 10/2/2023(10) | 10/1/2024 | — | 5,937 | $1.77 | 10/2/2033 | — | $— | | | 10/2/2023(11) | 10/1/2025 | — | 14,842 | $1.77 | 10/2/2033 | — | $— | | | 11/9/2023(10) | 11/1/2024 | — | 5,937 | $1.44 | 11/9/2033 | — | $— | | | 11/9/2023(11) | 11/1/2025 | — | 14,842 | $1.44 | 11/9/2033 | — | $— | | | 12/1/2023(10) | 12/1/2024 | — | 5,937 | $1.64 | 12/1/2033 | — | $— | | | 12/1/2023(11) | 12/1/2025 | — | 14,842 | $1.64 | 12/1/2033 | — | $— | | | 12/8/2023(23) | 1/15/2024 | — | — | — | — | 685,563 | $1,295,714 |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | 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 ($) | | Name | Grant Date(1) | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | Heidi Andersen | 7/30/2020(33) | 7/13/2020 | 1,262,719 | 215,587 | $2.37 | 7/29/2030 | — | $— | | | 3/25/2022(34) | 7/13/2024 | — | 153,189 | $6.06 | 3/24/2032 | — | $— | | | 3/25/2022(28) | 12/31/2021 | 66,667 | 33,333 | $6.06 | 3/24/2032 | — | $— | | | 3/2/2023(7) | 1/1/2024 | — | 21,378 | $1.91 | 3/1/2033 | — | $— | | | 3/2/2023(6) | 1/1/2025 | — | 53,437 | $1.91 | 3/1/2033 | — | $— | | | 3/2/2023(8) | 1/15/2024 | — | — | — | — | 49,587 | $93,719 | | | 3/2/2023(9) | 1/15/2025 | — | — | — | — | 123,967 | $234,298 | | | 4/3/2023(10) | 4/1/2024 | — | 7,124 | $2.11 | 4/2/2033 | — | $— | | | 4/3/2023(11) | 4/1/2025 | — | 17,811 | $2.11 | 4/2/2033 | — | $— | | | 5/1/2023(10) | 5/1/2024 | — | 7,124 | $2.04 | 4/30/2033 | — | $— | | | 5/1/2023(11) | 5/1/2025 | — | 17,811 | $2.04 | 4/30/2033 | — | $— | | | 6/1/2023(10) | 6/1/2024 | — | 7,124 | $2.73 | 5/31/2033 | — | $— | | | 6/1/2023(11) | 6/1/2025 | — | 17,811 | $2.73 | 5/31/2033 | — | $— | | | 7/3/2023(10) | 7/1/2024 | — | 7,124 | $3.31 | 7/2/2033 | — | $— | | | 7/3/2023(11) | 7/1/2025 | — | 17,811 | $3.31 | 7/2/2033 | — | $— | | | 8/1/2023(10) | 8/1/2024 | — | 7,124 | $3.10 | 7/31/2033 | — | $— | | | 8/1/2023(11) | 8/1/2025 | — | 17,811 | $3.10 | 7/31/2033 | — | $— | | | 9/1/2023(10) | 9/1/2024 | — | 7,124 | $2.18 | 9/1/2033 | — | $— | | | 9/1/2023(11) | 9/1/2025 | — | 17,811 | $2.18 | 9/1/2033 | — | $— | | | 10/2/2023(10) | 10/1/2024 | — | 7,124 | $1.77 | 10/2/2033 | — | $— | | | 10/2/2023(11) | 10/1/2025 | — | 17,811 | $1.77 | 10/2/2033 | — | $— | | | 11/9/2023(10) | 11/1/2024 | — | 7,124 | $1.44 | 11/9/2033 | — | $— | | | 11/9/2023(11) | 11/1/2025 | — | 17,811 | $1.44 | 11/9/2033 | — | $— | | | 12/1/2023(10) | 12/1/2024 | — | 7,124 | $1.64 | 12/1/2033 | — | $— | | | 12/1/2023(11) | 12/1/2025 | — | 17,811 | $1.64 | 12/1/2033 | — | $— | | | 12/8/2023(23) | 1/15/2024 | — | — | — | — | 810,176 | $1,531,233 |
Outstanding Equity Awards at 2023 Fiscal Year-End
1.All of the named executive officers’ outstanding equity awards granted prior to November 5, 2021 were originally granted under our 2018 Equity Incentive Plan. Each such award was exchanged in 2021, pursuant to the terms of our business combination, for a substitute award of equivalent economic value, exercisable for shares of our Class B common stock. 2.Ms. Friar was granted 2,308,097 performance-based stock options on March 24, 2021, with the completion of our business combination being the performance target. These performance-based stock options vested in full on November 5, 2021, upon completion of the business combination. 3.One-half of the stock option award vested on December 1, 2022, and the remainder vested on January 1, 2023, subject to the executive’s continued service. 4.The stock option award vests monthly on the 1st in ratable increments of 1/12th of the total award, with the first vesting event occurring on February 1, 2023, subject to the executive’s continued service. 5.The stock option award vests monthly on the 31st in ratable increments of 1/12th of the total award, with the first vesting event occurring on January 31, 2024, subject to the executive’s continued service. 6.The stock option award will vest monthly on the 1st in ratable increments of 1/3 of the total award, with the first vesting event occurring on February 1, 2025, subject to the executive’s continued service. 7.The stock option award will vest monthly on the 1st in ratable increments of 1/3 of the total award, with the first vesting event occurring on February 1, 2024, subject to the executive’s continued service. 8.The RSU award will vest in four equal quarterly installments on each of: (i) April 15, 2024; (ii) July 15, 2024; (iii) October 15, 2024; and (iv) January 15, 2025 subject to the executive’s continued service.
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
9.The RSU award will vest in four equal quarterly installments on each of: (i) April 15, 2025; (ii) July 15, 2025; (iii) October 15, 2025; and (iv) January 15, 2026 subject to the executive’s continued service. 10.The stock option award will vest on the 1st of the month following the 1 year anniversary of the date of grant, subject to the executive’s continued service. 11.The stock option award will vest on the 1st of the month following the 2 year anniversary of the date of grant, subject to the executive’s continued service. 12.The stock option award vests monthly on the 8th following a one year cliff in ratable increments of 1/48th of the total award, with the first vesting event occurring on August 8, 2019, subject to the executive’s continued service. 13.The stock option award vests monthly on the 1st in ratable increments of 1/12th of the total award, with the first vesting event occurring on May 1, 2023, subject to the executive’s continued service. 14.The stock option award vests monthly on the 1st in ratable increments of 1/36th of the total award, with the first vesting event occurring on May 1, 2021, subject to the executive's continued service. 15.The stock option award vests monthly on the 1st in ratable increments of 1/12th of the total award, with the first vesting event occurring on May 1, 2024, subject to the executive’s continued service. 16.The stock option award vests monthly on the 1st in ratable increments of 1/24th of the total award, with the first vesting event occurring on May 1, 2022, subject to the executive’s continued service. 17.The RSU award vests in eight equal quarterly installments each calendar year on each of: (i) February 15; (ii) May 15; (iii) August 15; and (iv) November 15, with the first vesting event occurring on May 15, 2022, subject to the executive’s continued service. 18.The RSU award vests in four equal quarterly installments each calendar year on each of: (i) February 15; (ii) May 15; (iii) August 15; and (iv) November 15, with the first vesting event occurring on May 15, 2024, subject to the executive’s continued service. 19.The stock option award vests monthly on the 1st in ratable increments of 1/12th of the total award, with the first vesting event occurring on October 1, 2024, subject to the executive’s continued service. 20.The RSU award vests in four equal quarterly installments each calendar year on each of: (i) January 15; (ii) April 15; (iii) July 15; and (iv) October 15, with the first vesting event occurring on July 15, 2023, subject to the executive’s continued service. 21.The stock option award will vest in equal monthly installments over twenty-six months, with the first vesting event occurring on December 7, 2023, subject to the executive’s continued service. 22.The RSU award will vest in nine equal quarterly installments each calendar year on each of: (i) April 15; (ii) July 15; (iii) October 15; and (iv) January 15, with the first vesting event occurring on January 15, 2024, subject to the executive’s continued service. 23.The RSU award will vest in four equal quarterly installments each calendar year on each of: (i) April 15; (ii) July 15; (iii) October 15; and (iv) January 15, with the first vesting event occurring on April 15, 2024, subject to the executive’s continued service. 24.The stock option award vests monthly on the 27th following a one year cliff in ratable increments of 1/48th of the total award, with the first vesting event occurring on August 27, 2019, subject to the executive’s continued service. 25.The stock option award vested monthly in ratable increments of 1/4th of the total award, with the first vesting event occurring on October 1, 2022, subject to the executive’s continued service. 26.The stock option award vests monthly on the 31st in ratable increments of 1/12th of the total award, with the first vesting event occurring on February 1, 2023, subject to the executive’s continued service. 27.The stock option award vests monthly on the 31st in ratable increments of 1/12th of the total award, with the first vesting event occurring on January 31, 2024, subject to the executive’s continued service. 28.The stock option award vests monthly on the 31st in ratable increments of 1/36th of the total award, with the first vesting event occurring on January 31, 2022, subject to the executive's continued service. 29.The stock option award vests monthly on the 6th following a one year cliff in ratable increments of 1/48th of the total award, with the first vesting event occurring on August 6, 2019, subject to the executive’s continued service. 30.The stock option award vests monthly on the 1st in ratable increments of 1/48th of the total award, with the first vesting event occurring on May 1, 2019, subject to the executive’s continued service. 31.The stock option award vests monthly in ratable increments of 1/8th of the total award, with the first vesting event occurring on June 1, 2023, subject to the executive’s continued service. 32.The stock option award vests monthly on the 1st in ratable increments of 1/12th of the total award, with the first vesting event occurring on February 1, 2022, subject to the executive’s continued service. 33.The stock option award vests monthly on the 13th following a one year cliff in ratable increments of 1/48th of the total award, with the first vesting event occurring on July 13, 2021, subject to the executive’s continued service. 34.The stock option award vests monthly on the 13th in ratable increments of 1/4th of the total award, with the first vesting event occurring on August 13, 2024, subject to the executive’s continued.
Outstanding Equity Awards at 2023 Fiscal Year-End
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2023 Stock Option Exercises and Stock Vested Table
2023 Stock Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers, the number of shares of our common stock acquired upon the exercise of stock options during 2023 and the aggregate value realized upon the exercise of stock options.
2023 Stock Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Sarah Friar | 1,500,000 | 697,500 | — | — | | Matt Anderson | — | — | 47,353 | 115,036 | | Michael Doyle | — | — | — | — | | John Orta | — | — | — | — | | Heidi Andersen | — | — | — | — |
2023 Stock Option Exercises and Stock Vested Table
1.These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. 2.The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, on the date of exercise and the aggregate exercise price of the stock option. 3.The aggregate value realized upon vesting of a share represents the closing price of our common stock on each vesting date, or if the vesting date fell on a non-trading day, the closing price on the trading day immediately preceding the vesting date, multiplied by the number of shares that vested on that date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We entered into individual Change in Control and Severance Agreements (each, a "Severance Agreement") with each of our executive officers. Under each Severance Agreement, if the applicable executive officer is terminated by us without "cause" or who resigns for "good reason" outside of a "change in control" (each such term as defined in each Severance Agreement), he or she will receive, in exchange for a customary release of claims: (i) a severance payment of six months’ base salary in a cash lump sum and (ii) payment of premiums for continued medical benefits for up to six months following termination. If the applicable executive officer’s employment is terminated by us without cause or by an executive for good reason within the three months preceding a change in control (but after a legally binding and definitive agreement for a potential change of control has been executed) or within the twelve months following a change in control, the Severance Agreements provide the following benefits in exchange for a customary release of claims: (i) a severance payment of twelve months’ base salary and then-current target bonus opportunity at 100% achievement of target (in each case, at the rates in effect immediately prior to the actions that resulted in the termination) paid in a cash lump sum, (ii) full acceleration of time-vesting equity awards and accelerated vesting of performance vesting equity awards at the greater of (x) actual achievement through the date of termination or (y) target level (unless an individual equity award agreement provides otherwise), and (iii) payment of premiums for continued medical benefits for up to twelve months following termination. Each Severance Agreement will remain in effect until the earlier of the third anniversary of the effective date of such Severance Agreement or the date the applicable executive officer’s employment with us terminates for a reason other than a Qualifying Termination or CIC Qualifying Termination (each as defined in the Severance Agreements); provided however, if a definitive agreement relating to a change in control has been signed by us on or before the expiration date, then the Severance Agreement shall remain in effect until (i) the termination of the executive officer’s employment other than in a situation described above and
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
(ii) the date that we have met all our obligations under the Severance Agreement following the termination of the executive officer’s employment due to a situation described above (each capitalized term as defined in each Severance Agreement). Each Severance Agreement shall renew automatically and continue in effect for three year periods measured from the initial expiration date, unless we provide the relevant executive officer with a notice of non-renewal at least three months prior to the date on which the relevant Severance Agreement would otherwise renew. The benefits under the Severance Agreements supersede all other cash severance and vesting acceleration arrangements under any agreement governing equity awards, severance and salary continuation arrangements, programs and plans which were previously offered by us to the applicable executive officers, including under any employment agreement or offer letter. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers in accordance with the Severance Agreements in effect on December 31, 2023. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2023, and the price per share of our Class A common stock is $1.89, the closing price on the New York Stock Exchange as of December 29, 2023, the final trading day in the year ended December 31, 2023. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Qualifying Termination of Employment - No Change-of-Control | | | | Qualifying Termination of Employment - Change-of-Control | | | | | | | Cash Severance Payment ($)(1) | Medical Benefits Continuation ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | Cash Severance Payment ($)(1) | Commission Payment(4) | Medical Benefits Continuation ($)(5) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Sarah Friar(6) | 237,500 | 17,788 | — | 255,288 | 475,000 | — | 35,577 | 1,147,027 | 1,657,604 | | Matt Anderson | 237,500 | 17,788 | — | 255,288 | 475,000 | — | 35,577 | 1,862,749 | 2,373,326 | | John Orta(7) | 237,500 | 11,655 | — | 249,155 | 475,000 | — | 23,309 | 1,586,100 | 2,084,409 | | Heidi Andersen(7) | 237,500 | 11,655 | — | 249,155 | 475,000 | 68,625 | 23,309 | 1,879,697 | 2,446,631 | | Michael Doyle(8) | — | — | — | — | — | — | — | — | — |
Potential Payments Upon Termination or Change in Control
1.The cash severance payment amount was determined based on the base salaries in effect on December 31, 2023. 2.Represents six months of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. 3.The value of option acceleration was calculated by multiplying (i) the number of accelerated shares of common stock underlying the unvested, in-the-money options by (ii) $1.89, the closing stock price per share of our common stock on December 29, 2023, the final trading day in the year ended December 31, 2023, less the exercise price. Where the unvested stock options by the named executive officers as of December 31, 2023 were not in-the-money, there was no value associated with the acceleration of equity awards as of December 31, 2023. The value of RSU acceleration was calculated by multiplying (i) the number of shares of common stock underlying the unvested RSUs by (ii) $1.89, the closing stock price per share of our common stock on December 29, 2023, the final trading day in the year ended December 31, 2023. Accelerated vesting occurs only in the event of a qualifying termination during a change in control period. 4.The severance amount related to the bonus payment was determined based on the annual target bonus in effect on December 31, 2023. The amount for Ms. Andersen reflects 100% of her target commission amount for 2023 minus amounts that had already been paid toward her commission as of December 31, 2023. 5.Represents twelve months of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. 6.We entered into the Friar Transition Agreement with Mr. Friar on February 29, 2024, pursuant to which Ms. Friar will resign from her position as Chief Executive Officer effective May 8, 2024. For a description of amounts paid to Mr. Doyle in connection with his resignation, see “Compensation Discussion and Analysis—Other Compensation Practices and Policies—Severance and Change in Control Benefits—Sarah Friar Transition Agreement.”
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
7.On April 26, 2024, as part of the orderly transition of certain members of our management team, Heidi Andersen, our Head of Revenue, and John Orta, our Head of Legal & Corporate Development and Secretary, will each resign from their respective positions, effective on May 8, 2024. In connection with their transitions, we expect to enter into a separation agreement with each of Ms. Andersen and Mr. Orta on or about May 8, 2024, which will provide for benefits consistent with each of their change in control and severance agreements dated August 28, 2021, including (i) a lump sum payment equal to six months’ of their respective base salary, less applicable state and federal payroll deductions, and (ii) upon election to continue existing health benefits under COBRA, us continuing to pay their respective insurance premium payments to continue to receive coverage for six months following their separation date. 8.Mr. Doyle resigned as CFO effective as of November 7, 2023. In connection with his resignation, we paid to Mr. Doyle a one-time cash payment of $237,500, which is equal to six months of Mr. Doyle’s former salary, before applicable state and federal payroll deductions, and approximately $7,000 in continued health benefits under COBRA. For further information regarding Mr. Doyle's separation agreement, see “Compensation Discussion and Analysis—Other Compensation Practices and Policies—Severance and Change in Control Benefits—Michael Doyle Separation Agreement.”
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K under the Securities Act and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annualized total compensation of Ms. Friar to the annual total compensation of our median employee (excluding the CEO) (the "CEO Pay Ratio"). For 2023: •The annual total compensation of our CEO, Ms. Friar, was $2,935,566, as reported in the "Total" column of the Summary Compensation table; •The median of the annual total compensation of all of our employees (except for our CEO) was $227,051; and •The CEO Pay Ratio was 13 to 1. The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(U) of Regulation S-K. To identify our median employee, we used the following methodology: •We selected December 31, 2023, the last day of our most recently completed fiscal year, as the date upon which we identified the median employee. We did not include contractors or other non-employee workers in our employee population. •We identified the median employee by using the aggregate value of each employee's 2023 base salary, employee variable cash payments in 2023, and the fair value of equity awards granted in 2023. •We calculated the aggregate grant date fair value of 2023 equity awards in accordance with FASB ASC 718. •Compensation paid in foreign currencies was converted to U.S. dollars based on the exchange rates in effect on December 31, 2023. Once the median employee was identified, their annual total compensation for 2023 was calculated using the same methodology used for calculating the annual total compensation of our named executive officers in accordance with the requirements of the Summary Compensation Table.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”), and our other named executive officers (“Non-PEO NEOs”), and company performance for the fiscal years listed below. Our Compensation and People Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation—Compensation Discussion and Analysis” (the "CD&A"). The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our
Pay Versus Performance
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Pay Versus Performance
named executive officers for any of the periods listed. These amounts reflect Summary Compensation Table total compensation with certain adjustments as described in the following table and footnotes.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid for PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid for Non-PEO NEOs ($)(1)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(7) | Company-Selected Measure: Revenue ($)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2023 | 2,935,566 | 3,383,305 | 2,137,004 | 2,179,224 | 15 | 75 | (147,765,000) | 218,309,000 | | 2022 | 8,345,638 | (25,774,942) | 1,807,149 | (2,667,549) | 16 | 50 | (137,916,000) | 212,765,000 | | 2021 | 20,110,434 | 72,326,440 | 2,047,492 | 5,423,173 | 61 | 91 | (95,325,000) | 192,197,000 |
Pay Versus Performance
1.Sarah Friar served as our PEO for the entirety of 2021, 2022, and 2023. Our Non-PEO NEOs for the applicable years were as follows: •2021: Michael Doyle and John Orta •2022: Michael Doyle, John Orta and Heidi Andersen •2023: Michael Doyle, Matthew Anderson, Heidi Andersen and John Orta 2.Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-PEO NEOs. 3.Amounts reported in this column represent the compensation actually paid to the PEO, based on her total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance
| PEO | 2023 ($) | | Summary Compensation Table - Total Compensation(a) | 2,935,566 | | – | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | 2,460,765 | | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Options Awards Granted in Fiscal Year(c) | 2,119,419 | | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | (113,421) | | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | | + | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 902,506 | | – | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | | = | | | Compensation Actually Paid | 3,383,305 |
Pay Versus Performance
a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
Pay Versus Performance
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Pay Versus Performance
b.Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718. c.Represents the aggregate fair value as of the indicated fiscal year-end of the PEO's outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. d.Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. e.Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. f.Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. g.Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO's stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. There were no dividends or other earnings paid on stock awards or option awards in the covered fiscal years. 4.Amounts reported in this column represent the compensation actually paid to the Non-PEO NEOs in the indicated fiscal year, based on the average total compensation for such Non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance
| NEO Average | 2023 ($) | | Summary Compensation Table - Average Total Compensation(a) | 2,137,004 | | – | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | 1,579,217 | | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Options Awards Granted in Fiscal Year(c) | 1,580,354 | | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | (17,249) | | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 25,616 | | + | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 102,317 | | – | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | 69,601 | | = | | | Compensation Actually Paid | 2,179,224 |
Pay Versus Performance
a.Please see footnote 1 for the Non-PEO NEOs included in the average for each indicated fiscal year. b.Represents the average Total Compensation as reported in the Summary Compensation Table for the Non-PEO NEOs in the indicated fiscal year, computed in accordance with FASB ASC 718. c.Represents the average aggregate grant date fair value of the stock awards and option awards granted to the Non-PEO NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718. d.Represents the average aggregate fair value as of the indicated fiscal year-end of the Non-PEO NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. e.Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the Non-PEO NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. f.Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the Non-PEO NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
Pay Versus Performance
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Pay Versus Performance
g.Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the Non-PEO NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. h.Represents the average aggregate fair value as of the last day of the prior fiscal year of the Non-PEO NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. There were no dividends or other earnings paid on stock awards or option awards in the covered fiscal years. 5.Pursuant to rules of the SEC, the comparison assumes $100 was invested on November 8, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. 6.The TSR Peer Group consists of the Dow Jones Internet Composite Index, an independently prepared index composed of the 40 largest U.S. companies in the internet industry, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested in our Class A common stock on November 8, 2021, through the end of the year listed in our of our Class A common stock and in the Dow Jones Internet Composite Index (same period as used in footnote 5). Historic stock price performance is not necessarily indicative of future stock price performance. 7.The dollar amounts represent the amount of net income (loss) reflected in our audited financial statements for the applicable fiscal year. 8.We determined revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs because revenue is a key driver of our performance and stockholder value creation and, given our stage, our focus on growing our revenue. The dollar amounts represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year.