DEF 14A of Nextdoor Holdings, Inc.
Filed Apr 21, 2025 · FY20240001846069-25-000047
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Our Board of Directors currently consists of ten 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 I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2026 and 2027, respectively. At the recommendation of our Nominating, Corporate Governance and Corporate Responsibility Committee, our Board of Directors proposes that each of the four Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at the 2028 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 four individuals 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 | | J. William Gurley(1) | 58 | Director | November 2021 | | Jason Pressman(2)(3) | 51 | Director | November 2021 | | Elisa Steele(4) | 58 | Director | July 2024 | | Nirav Tolia | 53 | Chairperson | November 2021 |
Nominees to Our Board of 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 Nominating, Corporate Governance and Corporate Responsibility Committee.
Nominees to Our Board of Directors
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Nominees to Our Board of 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: 58 | | | | Director Since: November 2021 | | | | Committees: Nominating, Corporate Governance and Corporate Responsibility Committee | |
Nominees to Our Board of Directors
| | Jason Pressman DIRECTOR Mr. Pressman has been a managing director at Shasta Ventures and AZ-VC, both venture capital firms, since 2005 and 2023, respectively. 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: 51 | | | Director Since: November 2021 | | | Committees: Audit and Risk Committee; Chairperson of the Compensation and People Development Committee | |
Nominees to Our Board of Directors
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Nominees to Our Board of Directors
| | Elisa Steele DIRECTOR Elisa Steele previously served as Chief Executive Officer of Namely, Inc., a human resources software company, from August 2018 to July 2019, and as a member of the board of directors of Namely from August 2017 to September 2022, including as chairperson of their board of directors from July 2019 to September 2022. From January 2014 to July 2017, Ms. Steele held various leadership positions at Jive Software, Inc., a collaboration software company acquired by Aurea Software, Inc., most recently serving as Chief Executive Officer and President. Ms. Steele has also previously held executive leadership positions at Microsoft Corporation, Skype Inc., Yahoo! Inc., and NetApp, Inc. Ms. Steele currently serves on the boards of directors of several publicly held technology companies including Amplitude, Inc., Bumble Inc., JFrog, Inc. and Procore Technologies, Inc. Ms. Steele previously served on the board of directors of Splunk Inc., acquired by Cisco Systems, Inc.; Cornerstone OnDemand, Inc.; and the Global Advisory Board for Salesforce, Inc. Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire Peter T. Paul College of Business and Economics and an M.B.A. from San Francisco State University. We believe that Ms. Steele is qualified to serve on the Board of Directors because of her extensive experience leading and advising public companies in the technology sector. | | Age: 58 | | | Director Since: July 2024 | | | Committees: Chairperson of Nominating, Corporate Governance and Corporate Responsibility Committee | |
Nominees to Our Board of Directors
| | Nirav Tolia DIRECTOR Mr. Tolia has served as the Chief Executive Officer, President and Chairperson of our Board of Directors since May 2024. Mr. Tolia previously served as our Executive Chair from March 2024 to May 2024. 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: 53 | | | Director Since: November 2021 | | | Committees: None | |
Nominees to Our Board of Directors
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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 II Directors: | | | | | Dana Evan(1)(2) | 65 | Director | October 2023 | | Robert Hohman(3) | 53 | Director | May 2024 | | David Sze(2) | 58 | Director | November 2021 | | Class III Directors: | | | | | Niraj Shah | 50 | Director | May 2024 | | Chris Varelas(3)(4) | 61 | Director | November 2021 |
Continuing Directors
1.Chairperson of our Audit and Risk Committee. 2.Member of our Compensation and People Development Committee. 3.Member of our Audit and Risk Committee. 4.Member of our Nominating, Corporate Governance and Corporate Responsibility Committee.
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: 65 | | | Director Since: October 2023 | | | Committees: Chairperson of Audit and Risk Committee; Compensation and People Development Committee | |
Continuing Directors
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Continuing Directors
| | Robert Hohman DIRECTOR Mr. Hohman founded Glassdoor, Inc., a digital platform which provides reputational, compensation, and other information on companies provided by users, in 2007 and has served as its Chairman since January 2020. Prior to his service as Chairman, Mr. Hohman was Glassdoor’s Chief Executive Officer from June 2007 to January 2020. Mr. Hohman also currently serves as an advisor to Riot Games, Inc., a video game developer company, and Executive Producer of Tweaking Cat Studios, a family gaming studio. Mr. Hohman previously served on the audit committee and the board of directors of OpenTable, Inc., an online restaurant reservation company, from 2012 to 2014. Prior to founding Glassdoor in 2007, Mr. Hohman served in management roles at Hotwire, Inc. and Expedia Group, Inc., both digital travel companies. Mr. Hohman received a B.S. and M.S. in Computer Science from Stanford University. We believe that Mr. Hohman is qualified to serve on the Board of Directors because of his expertise with respect to user generated content sites. | | Age: 53 | | | Director Since: May 2024 | | | Committees: Audit and Risk Committee | |
Continuing Directors
| | Niraj Shah DIRECTOR Mr. Shah is the Chief Executive Officer and a member of the board of directors of Wayfair Inc., an e-commerce company that sells furniture and home goods, since he co-founded the company in 2002. Prior to co-founding Wayfair, Mr. Shah served as Chief Executive Officer for Simplify Mobile Corporation, an enterprise software company he co‑founded in 2001, and Entrepreneur‑in‑Residence at Greylock Partners, a venture capital firm, in 2001. Prior to this, Mr. Shah served in various roles at iXL Enterprises, Inc., an e-business applications and solutions company, including as Chief Operating Officer and a member of the board of directors, from 1998 to 2000, and as Chief Executive Officer of Spinners Incorporated, an IT consulting company he co‑founded, from 1995 to 1998. Mr. Shah also currently serves on the board of directors of the Shah Charitable Foundation, the Cornell Tech Council and the Massachusetts Competitive Partnership. Mr. Shah received a B.S. in Engineering from Cornell University. We believe that Mr. Shah is qualified to serve on the Board of Directors because of his extensive business, leadership and operational experience. | | Age: 50 | | | Director Since: May 2024 | | | Committees: None | |
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. He is also a member of the Northern Lights Venture Capital Board of Advisors and oversees Greylock’s investments in those funds. 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: 59 | | | Director Since: November 2021 | | | Committees: Compensation and People Development Committee | |
Continuing 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: 61 | | | Director Since: November 2021 | | | Committees: Audit and Risk Committee; Nominating, Corporate Governance and Corporate Responsibility Committee | |
Continuing Directors
There are no family relationships among our directors and executive officers.
Continuing Directors
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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 2024, our Compensation and People Development Committee reviewed and recommended, and following such recommendation, our Board of Directors approved amendments to the non-employee compensation program. 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 $40,000 (increased from $35,000), which is payable quarterly in arrears and pro-rated for partial quarters served. •The chairperson of each 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 $27,500 (increased from $20,000), $27,500 (increased from $15,000), and $10,000 (increased from $8,000), respectively, payable quarterly in arrears and pro-rated for partial quarters served. •Non-chair members of each of our Audit and Risk Committee, Compensation and People Development Committee, and Nominating, Corporate Governance and Corporate Responsibility Committees receive an additional annual payment of $10,000, $10,000, and $4,000 (each, increased from $0), respectively, payable quarterly in arrears and pro-rated for partial quarters served. •Our Lead Independent Director receives an additional annual payment of $15,000 (increased from $0) 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 grant of restricted stock units ("RSUs") under our 2021 Equity Incentive Plan (the “2021 EIP”) with a grant date fair value of $350,000 (the “Initial Award”), which award vests annually over a two-year period, subject to the director's continued service. 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 an award of RSUs under our 2021 EIP with a grant date fair value of $175,000, which award vests on the earlier of (a) the date of the next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the applicable non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) and (b) the date that is one year following the grant date (the “Annual Award”). Any non-employee director who is appointed to the Board of Directors following the annual meeting of our stockholders for such year (and prior to the annual meeting of our stockholders for the subsequent year) will be automatically granted a pro-rated Annual Award on the date of the next annual meeting of the Company’s stockholders. In addition, for 2023, we granted the Annual Award, which under our prior non-employee director compensation program was in the form of stock options, on a monthly basis beginning on October 1, 2023, and continuing through June 1, 2024, as described in the non-employee director compensation table below, in order to produce a dollar cost averaging effect. 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 Program
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Non-Employee Director Compensation
Non-Employee Director Compensation The following table provides information for the year ended December 31, 2024 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2024, with respect to their services as a director. The compensation received by Mr. Tolia as Chief Executive Officer of the company is shown in “Executive Compensation—2024 Summary Compensation Table” below. Following his appointment as Executive Chair, effective March 18, 2024, Mr. Tolia ceased receiving cash compensation in his capacity as a director. 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 ($)(3)(4) | Stock Awards (S)(4)(5) | Total ($) | | John Hope Bryant(1) | 8,750 | 27,181 | — | 35,931 | | Dana Evan | 67,569 | — | 132,115 | 199,684 | | J. William Gurley | 39,500 | 61,226 | 196,959 | 297,685 | | Robert Hohman | 30,865 | — | 375,881 | 406,746 | | Marissa Mayer(6) | 30,865 | — | 375,881 | 406,746 | | Mary Meeker(1) | 16,346 | 61,226 | — | 77,572 | | Jason Pressman | 61,525 | 61,226 | 196,959 | 319,710 | | Niraj Shah | 25,865 | — | 375,881 | 401,746 | | Elisa Steele | 22,000 | — | 375,881 | 397,881 | | David Sze | 44,725 | 61,226 | 196,959 | 302,910 | | Nirav Tolia(2) | 7,404 | 61,226 | — | 68,630 | | Chris Varelas | 58,999 | 61,226 | 196,959 | 317,184 |
Non-Employee Director Compensation
1.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 2024 Annual Meeting of Stockholders. 2.Mr. Tolia was appointed our Executive Chair effective March 18, 2024, and our Chief Executive Officer effective May 8, 2024. Amounts for Mr. Tolia represent director fees earned in Mr. Tolia's capacity as a non-employee director through March 18, 2024. For additional information regarding compensation paid to Mr. Tolia for the year ended December 31, 2024 in his capacity as Chief Executive Officer, please see "Executive Compensation—2024 Summary Compensation Table" below. 3.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, 2024 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
4.The following table sets forth information on stock options and RSUs granted to non-employee directors during fiscal year 2024, the aggregate number of shares underlying outstanding stock options and RSUs held by our non-employee directors that served during 2024 as of December 31, 2024, the aggregate number of shares underlying outstanding stock options held by our non-employee directors that served during 2024, as of December 31, 2024, and the aggregate number of shares subject to outstanding unvested RSUs held by non-employee directors that served during 2024, as of December 31, 2024. For additional information regarding the RSUs and performance stock units granted to Mr. Tolia for the year ended December 31, 2024, in his capacity as Chief Executive Officer, please see "Executive Compensation-2024 Summary Compensation Table" below.
Non-Employee Director Compensation
| Name | Number of Shares Underlying Stock Options Granted in Fiscal 2024 (#) | Number of Shares Underlying Stock Options Outstanding at Fiscal Year End (#) | Number of Shares Underlying Unvested Stock Options Outstanding at Fiscal Year End (#) | Number of Shares of Stock Awards Granted in Fiscal 2024 (#) | Outstanding RSUs at Fiscal Year End | | John Hope Bryant | 24,717(a) | — | — | — | — | | Dana Evan(b) | — | 294,389 | 122,663 | 46,033(c) | 46,033 | | J. William Gurley | 49,435(a) | 123,517 | — | 68,627(c) | 68,627 | | Robert Hohman | — | — | — | 130,969(d) | 130,969 | | Marissa Mayer | — | — | — | 130,969(d) | 130,969 | | Mary Meeker | 49,435(a) | — | — | — | — | | Jason Pressman | 49,435(a) | 123,517 | — | 68,627(c) | 68,627 | | Niraj Shah | — | — | — | 130,969(d) | 130,969 | | Elisa Steele | — | — | — | 130,969(e) | 130,969 | | David Sze | 49,435(a) | 123,517 | — | 68,627(c) | 68,627 | | Nirav Tolia | 49,435(a) | 294,565 | — | — | — | | Chris Varelas | 49,435(a) | 123,517 | — | 68,627(c) | 68,627 |
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 and ending with the grant on June 3, 2024 (in the case of Mr. Bryant, ending on March 1, 2024). 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 ($) | | 1/2/2024 | 1.04 | | 2/1/2024 | 0.96 | | 3/1/2024 | 1.31 | | 4/1/2024 | 1.34 | | 5/1/2024 | 1.28 | | 6/3/2024 | 1.51 |
Non-Employee Director Compensation
b.This stock option vests at a rate of 1/24th of the shares underlying the stock option each month, with the first such vesting date on November 17, 2023, so long as the non-employee director continues to provide services through each such vesting date. c.The RSU award will vest on the earliest of (a) the date of the next annual meeting of the Company’s stockholders (or the date immediately prior to the next annual meeting of the Company’s stockholders if the applicable non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) and (b) the date that is one year following June 18, 2024, in each case, so long as the non-employee director continues to provide services to the Company through each such date. d.With respect to the RSU award settleable for 121,951 shares of Class A common stock, the RSU award will vest as to 1/2 of the total number of shares on the one year anniversary of May 1, 2024, and vest as to the remaining 1/2 of the total number of shares on the two year anniversary of May 1, 2024, in each case, so long as the non-employee director continues to provide services to the Company through each such date. With respect to the RSU award settleable for 9,018 shares of Class A common stock, the RSU award will vest on the earliest of (a) the date of the next annual meeting of the Company’s stockholders (or the date immediately prior to the next annual meeting of the Company’s stockholders if the applicable
Non-Employee Director Compensation
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Non-Employee Director Compensation
non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) and (b) the date that is one year following June 18, 2024, in each case, so long as the non-employee director continues to provide services to the Company through each such date. e.With respect to the RSU award settleable for 121,951 shares of Class A common stock, the RSU award will vest as to 1/2 of the total number of shares on the one year anniversary of July 3, 2024, and vest as to the remaining 1/2 of the total number of shares on the two year anniversary of July 3, 2024, in each case, so long as the non-employee director continues to provide services to the Company through each such date. With respect to the RSU award settleable for 9,018 shares of Class A common stock, the RSU award will vest on the earliest of (a) the date of the next annual meeting of the Company’s stockholders (or the date immediately prior to the next annual meeting of the Company’s stockholders if the applicable non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election) and (b) the date that is one year following June 18, 2024, in each case, so long as the non-employee director continues to provide services to the Company through each such date. 5.The amounts reported in these columns represent the aggregate grant date fair value of RSUs awarded to directors in 2024 computed in accordance with FASB ASC 718. The number of RSUs that a director receives is calculated by dividing the target value of the RSU award by the 30-day trailing average trading price. Accordingly, the amounts reported in this column do not reflect the actual economic value realized by the director, which will vary depending on the performance of our common stock. 6.Ms. Mayer has resigned as a member of our Board of Directors, effective immediately following our Annual Meeting. Ms. Mayer's resignation was not the result of any disagreement with the Company or the Board of Directors on any matter, and she has been a valued member of the Board of Directors. Ms. Mayer is expected to continue as an advisor to the Company and CEO following her resignation.
Executive Compensation Policies and Practices
| What We Do | | | þ | Provide straightforward pay generally comprised of base salary and equity, with an additional cash bonus program for our CEO and variable incentive compensation component for our Head of Revenue | | þ | Ensure that the vast majority of our executive pay is in the form of equity and is “at risk” | | þ | “Double trigger” termination required for accelerated equity vesting in connection with a change in control | | þ | Fully independent Compensation and People Development Committee and independent compensation consultant | | þ | May grant significant equity-based compensation in a boxcar structure, as appropriate, to maintain a long-term orientation and promote a focus on sustained growth | | þ | Audit pay programs with intent to achieve pay equity, differentiated for performance, for similar roles | | þ | Subject to feedback from our stockholders, we intend to annually conduct a say-on-pay vote | | þ | Require executive officers to trade through Rule 10b5-1 plans | | þ | Require executives to comply with our Compensation Recovery Policy | | þ | Maintain stock ownership guidelines for our executive officers and Board of Directors |
Executive Compensation Policies and Practices
| What We Don't Do | | | ý | Executive pension or supplemental retirement plans; our executives participate in the same benefit plans and arrangements as our other employees | | ý | Excessive perquisites or personal benefits to our named executive officers not generally provided to all other employees | | 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 Chief Legal Officer | | ý | Reimbursements or “gross ups” for excise tax payments | | ý | Dividends or dividend equivalents on unvested equity awards | | ý | No discounted stock option awards | | ý | No employee single trigger accelerated vesting upon a change in control |
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 2024 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 2024 compensation determinations, we considered the following
Use of Market Data
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Use of Market Data
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
| Primary Criteria for Peer Group Selection | | | Geography | Publicly-traded companies primarily headquartered in the U.S. 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 $214 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 $1.091 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
| 2024 Peers | | | | | Amplitude | Groupon | PagerDuty | Upwork | | Braze | Hims & Hers Health | PubMatic | Vimeo | | Bumble | Lemonade | Sprout Social | Yelp | | Eventbrite | NerdWallet | The RealReal | ZipRecruiter | | EverQuote | Olo | Tripadvisor | |
Use of Market Data
Changes from our 2023 peer group included: removal of Box, because its revenue and market capitalization were no longer within our targeted range; removal of Smartsheet, Asana, and AppFolio because of their lack of industry relevance and comparability to our business profile; removal of Momentive Global, Poshmark, and UserTesting, due to acquisition; and the addition of Braze, PagerDuty, Vimeo and Ziprecruiter on the basis of their similarity to us in size, revenue, market capitalization, and industry sector. 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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2024 Compensation Elements & Decisions
| Element | Structure | Objective | | Base Salary | Cash (fixed) | To provide a market-competitive fixed level of compensation. | | Short-Term Incentives | Cash (performance-based) (CEO Only) | To motivate and reward for achieving annual Company financial objectives. | | Long-Term Incentives | RSUs (variable) PSUs (performance-based) (CEO Only) | 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. |
Short-Term Incentive Compensation
Short-Term Incentive Compensation
CEO Annual Bonus Opportunity
CEO Annual Bonus Opportunity In connection with Mr. Tolia's appointment as our Chief Executive Officer and President, and based on input from our independent compensation consultant, Compensia, the Compensation and People Development Committee approved an annual cash incentive opportunity in recognition of the unique role of the Chief Executive Officer and to motivate the achievement of key short-term strategic and financial objectives. Mr. Tolia's target annual cash bonus opportunity is expressed as a percentage of base salary, which Mr. Tolia is eligible to receive based on the achievement of certain financial goals. For 2024, the target annual cash bonus for Mr. Tolia was 100% of his base salary ($500,000). However actual payout could range from 90% to 100% of the target. The bonus opportunity for Mr. Tolia contained two equally weighted performance measures for 2024: Revenue and Adjusted EBITDA. The 2024 performance targets, as well as the level of achievement and the resulting payout were as follows:
CEO Annual Bonus Opportunity
| Performance Measures | Weighting | | | Performance Targets & Achievement | | Payout | | | | Min (% of Salary) | Max (% of Salary) | Max Bonus Payout ($) | Target ($) | Actual 2024 Performance ($) | Percent Earned | Earned Payout ($) | | Revenue | 45% | 50% | 250,000 | 235,000,000 | 247,276,408 | 50% | 250,000 | | EBITDA | 45% | 50% | 250,000 | (57,000,000) | (18,268,306) | 50% | 250,000 | | Total | 90% | 100% | 500,000 | | | 100% | 500,000 |
CEO Annual Bonus Opportunity
Mr. Tolia's earned 2024 annual cash bonus was also prorated based on the number of days that he served as Executive Chair or CEO in 2024. The result of this proration is as follows:
CEO Annual Bonus Opportunity
| 2024 Bonus Proration | | | | | | | Employment Start Date | Days Employed in 2024 | Total # of Days in 2024 | Percent of Year Employed | Earned Payout ($) | Actual Prorated Payout | | 3/18/2024 | 289 | 366 | 78.96% | 500,000 | 394,809 |
CEO Annual Bonus Opportunity
Because Mr. Tolia commenced employment mid-year, the performance measures for his 2024 bonus opportunity were approved during the annual performance period. As a result, and given the high likelihood of achievement at the time the metrics were established, the bonus earned for 2024 is reported in the Summary Compensation Table and the Grant of Plan-Based Awards Table below as a bonus, rather than as a non-equity incentive plan award. Beginning in 2025, Mr. Tolia’s annual bonus will be administered and reported as a non-equity incentive plan award.
Sales Incentive Compensation Plan
Sales Incentive Compensation Plan Our sales-related employees, including Ms. Andersen prior to her departure in 2024, participate in our incentive compensation plan, which provides for a variable cash compensation component tied to achievement of certain corporate goals, with performance periods commencing January 1 and ending on December 31 of each calendar year. Quarterly performance is also evaluated throughout the annual bonus performance period. In 2024, the Compensation and People Development Committee established target performance-based quarterly and annual cash incentive opportunities for Ms. Andersen based solely on achievement of certain revenue goals over the same period, which were reviewed by the
Sales Incentive Compensation Plan
Compensation and People Development Committee in December 2023 and modified in March 2024. The Compensation and People Development Committee determined that revenue was the appropriate measure for Ms. Andersen's target cash incentive bonus because (i) revenue is a key driver of our creation of long-term value for our stockholders; and (ii) Ms. Andersen's position with the company and her individual performance had a material impact on our revenue. Performance below the threshold would have resulted 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 2024 revenue generation objectives, and the market positioning of her compensation relative to peers. Ms. Andersen’s 2024 target cash incentive opportunity was set at $300,000, for the period commencing on April 1, 2024 and ending on March 31, 2025 (the "2024 Target"). The threshold and target levels of achievement for our 2024 revenue goal, as well as 2024 actual revenue generated, and the resulting award payout to Ms. Andersen, were as follows:
Sales Incentive Compensation Plan
| Performance Measure | Threshold ($)(1) | Target ($) | Actual 2024 Performance ($)(2) | 2024 Payout – Ms. Andersen ($)(3) | | Revenue | 183,750,000 | 245,000,000 | 53,146,234 | 107,242 |
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.
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
CEO New Hire Equity Award. As noted below in the section titled “—Nirav Tolia Offer Letter,” upon Mr. Tolia’s hire as our Executive Chair and then Chief Executive Officer, the Compensation and People Development Committee granted him an RSU award covering $10.0 million of our Class A common stock (the “Tolia RSUs”), which will vest quarterly over a four-year period and 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 was determined by dividing $20.0 million by the average of the closing sale price of our Class A common stock in February 2024 (the calendar month immediately preceding the first of the month in which Mr. Tolia's employment start date (the "Initial Appointment Date") occurred) and March 2024 (calendar month in which the Initial Appointment Date occurred). In determining the amount of Mr. Tolia's equity award, the Compensation and People Development Committee considered his skills and experience, his role and responsibilities, relevant market data, and the desire to attract him to return to Nextdoor as its CEO. The proposed $20.0 million in total grant value represented a market-competitive long-term inducement incentive value for a newly hired CEO relative to public technology companies of comparable size and market capitalization. Additionally, the Compensation and People Development Committee determined to structure the grant as 50% RSUs and 50% PSUs to appropriately balance its retention and motivation objectives. To incentivize holistic performance and a focus on long-term value creation during this period of leadership transition, the committee determined to utilize stock price hurdles as the PSU performance metric, which directly aligns our CEO's interests with stockholders and will deliver meaningful value only in the event of significant stock price appreciation over a four year period as follows: •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. Promotion and New Hire Equity Awards. Upon hire or promotion to an executive officer role, we provide each named executive officer an initial equity award. In connection with Ms. Schwartz's promotion to the position of Chief Legal Officer and Secretary, effective as of May 8, 2024, she was granted an RSU award covering 238,095 shares of our Class A common stock, which vest over approximately six (6) months. Ms. Schwartz’s promotion award value and vesting schedule was designed to bring her equity compensation in-line with the equity range for her new role and level, based on market data. In addition, Ms. Schwartz also received an annual merit award in 2024 along with our other named executive officers, as described below. Annual Merit Awards. In addition to new hire and promotion grants, we provide annual merit awards. In determining the size of the grants, the Compensation and People Development Committee considers the named executive officer's performance over the prior year, competitive market data provided by our compensation consultant, each named executive officer's role and responsibilities, qualifications, knowledge, skills, experience, marketability, and potential to take on additional scope and scale as our company matures, our named executive officers’ unvested equity holdings, recent and expected future individual and company performance and expected appreciation in our stock price over time, as well as other factors described above in “Compensation Determination Process.”
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
Our intention is that the value of the annual merit 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, specifically their current economic value and vesting horizon, to ensure we maintain an appropriate value 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. 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. 2024 Awards. In July 2024, after taking into consideration the recommendations of our Chief Executive Officer (for all named executive officers other than himself) the Compensation and People Development Committee approved annual merit awards in the form of RSUs, for all then-current named executive officers (other than Mr. Tolia). Vesting of the 2024 awards commenced on January 15, 2025, and vest over a two-year period. We currently do not issue stock options as part of our regular long-term incentive program for our named executive officers (or broad-based employees), as we believe RSUs offer stronger retention value, reduced dilution, and better alignment with current market practice. Ms. Friar, Mr. Orta, and Ms. Andersen did not receive any equity grants in 2024 due to their respective departures. The table below illustrates the equity awards granted to each named executive officer in 2024 in respect of their service as a named executive officer:
Long-Term Equity Compensation Awards
| Named Executive Officer | No. of RSUs | No. of PSUs | Equity Value ($)(1) | | Nirav Tolia(2) | 5,010,020 | 5,010,020 | 20,000,000 | | Matt Anderson | 952,381 | — | 2,000,000 | | Sophia Schwartz | 971,428(3) | — | 2,040,000 |
Long-Term Equity Compensation Awards
1."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. 2.Does not include 49,435 options granted to Mr. Tolia in 2024 in connection with his service as a non-employee director prior to him becoming our Chief Executive Officer. 3.Does not include 157,654 RSUs granted to Ms. Schwartz in 2024 in connection with her service as an employee prior to her becoming Chief Legal Officer. However, does include 238,095 RSUs granted in connection with her promotion to Chief Legal Officer.
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 and Chief Executive Officer as of May 8, 2024. Pursuant to the Tolia Offer Letter, Mr. Tolia will receive: an initial annual base salary of $500,000, a target performance-based 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. For additional information regarding the Tolia Equity Awards, see "—Long-Term Equity Compensation Awards—CEO New Hire Equity Award" above. 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
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
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. 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 departed from her position as Chief Executive Officer and President effective as of May 8, 2024. The Friar Transition Agreement entitled Ms. Friar to receive the following severance benefits after she signed a general release and waiver of claims and covenant not to sue on (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 separation date. Ms. Friar will also be able exercise any unexercised vested shares subject to stock option awards for 12 months following her separation date. Ms. Friar also departed 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, departed from their respective positions, effective on May 8, 2024. In connection with their transitions, we entered into a separation agreement with each of Ms. Andersen and Mr. Orta on or about May 8, 2024, which provided for benefits consistent with each of their change in control and severance agreements dated August 28, 2021 in exchange for their execution and non-revocation of a release of claims in our favor, 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, continued payment of their respective insurance premium payments to continue to receive coverage for six months following their separation date.
Equity Award Policy
Equity Award Policy We grant equity awards on a discretionary basis (i) in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition, or (ii) as annual merit awards to existing officers, employees or consultants. We maintain an Equity Award Policy, pursuant to which the Compensation and People Development Committee or our Equity Award Committee, which is comprised of our Chief Executive Officer, may grant new awards, subject to the conditions set forth in our Equity Award Policy. We do not grant awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. We do not currently grant stock options as part of our equity compensation program for our named executive officers. If stock options were to be granted in the future, we would not intend to grant such options in anticipation of the release of
Equity Award Policy
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Equity Award Policy
material nonpublic information that is likely to result in changes to the price of our Class A common stock. In addition, we generally do not grant equity awards at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During fiscal year 2024, (i) none of our named executive officers were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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.
2024 Summary Compensation Table
2024 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, 2024, 2023 and 2022, as applicable.
2024 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 ($)(5) | Total ($) | | Nirav Tolia Chief Executive Officer and President | 2024 | 395,833 | 394,809 | 20,315,631 | — | — | 70,930 | 21,177,204 | | Matt Anderson Chief Financial Officer and Treasurer | 2024 | 531,250 | — | 2,447,619 | — | — | 2,300 | 2,981,169 | | | 2023 | 363,674 | — | 1,513,401 | 317,339 | — | 2,828 | 2,197,242 | | Sophia Schwartz Chief Legal Officer and Secretary | 2024 | 479,660 | — | 2,737,843 | — | — | 3,125 | 3,220,627 | | Sarah Friar Former Chief Executive Officer and President | 2024 | 169,129 | — | — | — | — | 260,758 | 429,887 | | | 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 | | John Orta Former Head of Legal & Corporate Development and Secretary | 2024 | 177,083 | — | — | — | — | 289,025 | 466,108 | | | 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 | | Heidi Andersen Former Head of Revenue | 2024 | 174,432 | — | — | — | 107,242 | 276,988 | 558,662 | | | 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 |
2024 Summary Compensation Table
1.The amounts reported in the “Salary” column reflect the salary earned during the fiscal year except for Mr. Tolia it also includes $7,404 that he received as a cash retainer in connection with his service as a non-employee director for the period from January 1, 2024 to March 18, 2024, when he became our Executive Chair. Amounts for Ms. Friar, Mr. Orta and Ms. Andersen represent amounts earned from January 1, 2024 through May 8, 2024, the last day of employment for each of Ms. Friar, Mr. Orta and Ms. Andersen. 2.The amounts reported in the "Bonus" column reflect the pro-rata annual bonus that Mr. Tolia received with respect to his service in 2024, as described in greater detail in the section entitled "CEO Annual Bonus Opportunity," as well as 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 2024, 2023 or 2022, as applicable, calculated in accordance with FASB ASC 718. The assumptions used in calculating the grant date fair value of the stock awards 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, 2024. The Tolia PSUs are subject to “market conditions” and their grant date fair values were estimated using a Monte Carlo simulation model and assumes achievement of all performance targets, 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 2024 Fiscal Year-End” table below.
2024 Summary Compensation Table
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2024 Summary Compensation Table
4.The amounts reported represent amounts paid to Ms. Andersen under our 2024 sales incentive compensation plan based on achievement of designated revenue performance metrics in 2022, 2023 and 2024. See "Compensation Discussion and Analysis—2024 Compensation Elements & Decisions—Short-Term Incentive Compensation" above. 5.For all named executive officers, the amount reported reflects our matching contribution of $2,300 to our 401(k) Plan. Additionally, Ms. Schwartz received reimbursements in connection with our wellness stipend program. Mr. Orta and Ms. Andersen also received reimbursements in connection with our wellness stipend program in the amounts of $375 and $300. For Ms. Friar, Mr. Orta, and Ms. Andersen the amount reported also reflects a severance payment in the amounts $237,500, $275,000, and $262,500, each equal to six months of the applicable named executive officer's base salary, as well as payment of premiums for 6 months of continued medial benefits in the amounts of $17,811, $11,350, and $11,888, as described in greater detail above in the section entitled "Severance and Change in Control Benefits." For Ms. Friar the amount reported also includes $3,147 in reimbursements for car services paid by the Company. For Mr. Tolia the amount reported also includes payment in the amount of $7,404 as well as the aggregate grant date fair value of options awarded to Mr. Tolia calculated in accordance with FASB ASC 718, in connection to his role as a non-employee director prior to him becoming our Chief Executive Officer. See footnote (3) above regarding the assumptions used to calculate the grant date fair value of Mr.Tolia's option award.
2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made for the year ended December 31, 2024, for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the 2024 Summary Compensation Table.
2024 Grants of Plan-Based Awards Table
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares of Stock or Units (#) | Exercise Price of Stock Options ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Nirav Tolia | Stock Option | 1/2/2024(3) | — | — | — | — | 8,239 | 1.74 | 8,535.60 | | | Stock Option | 2/1/2024(3) | — | — | — | — | 8,239 | 1.61 | 7,871.54 | | | Stock Option | 3/1/2024(3) | — | — | — | — | 8,239 | 2.18 | 10,774.14 | | | Stock Option | 4/1/2024(3) | — | — | — | — | 8,239 | 2.24 | 11,045.20 | | | Stock Option | 5/1/2024(3) | — | — | — | — | 8,239 | 2.12 | 10,517.91 | | | Stock Option | 6/3/2024(3) | — | — | — | — | 8,240 | 2.53 | 12,481.95 | | | RSU | 4/3/2024(4) | — | — | — | 5,010,020 | — | — | 11,022,044.00 | | | PSU | 4/3/2024(5) | 1,252,505 | 5,010,020 | 5,010,020 | — | — | — | 9,293,587.10 | | Matt Anderson | RSU | 7/5/2024(6) | — | — | — | 952,381 | — | — | 2,447,619.17 | | Sophia Schwartz | RSU | 3/6/2024(7) | — | — | — | 157,654 | — | — | 348,415.34 | | | RSU | 5/1/2024(8) | — | — | — | 238,095 | — | — | 504,761.40 | | | RSU | 7/5/2024(6) | — | — | — | 733,333 | — | — | 1,884,665.81 |
2024 Grants of Plan-Based Awards Table
1.These columns show a range of outcomes possible under the Tolia PSUs granted in 2024. The amount shown in the "Threshold" column represents the number of PSUs that would be eligible to vest, equal to 25% of the target number of Tolia PSUs, upon achievement of 30% stock price growth between the first anniversary of Mr Tolia's Initial Appointment Date and the fifth anniversary of the Initial Appointment Date. The amount shown in the “Target” column represents the number of Tolia PSUs that would be eligible to vest, equal to 100% of the target number of PSUs, upon achievement of 100% stock price growth between the fourth anniversary of Mr. Tolia's Initial Appointment Date and the fifth anniversary of the Initial Appointment Date. Achievement of the price targets is based on a 30-trading day average closing selling price of our Class A common stock. For additional detail see "Compensation Discussion and Analysis—2024 Compensation Elements & Decisions—Long-Term Equity Compensation Awards" 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, 2024. 3.The stock option award vested immediately on the date of grant. Such stock options awards were granted to Mr. Tolia in his capacity as a non-employee director in 2024. For additional detail, see the "2024 Grants of Plan-Based Awards Table" above. 4.The RSU award will vest in sixteen equal quarterly installments on each of: (i) January 15; (ii) April 15; (iii) July 15; and (iv) October 15 of each calendar year, with the first vesting event occurring on July 15, 2024, subject to the executive’s continued service. 5.The Tolia PSUs will vest, in ratable tranches representing 25% of the total award, upon the certification of achievement of certain stock price targets for our Company's Class A Common Stock, measured with respect to certain performance periods described in “Compensation Discussion Analysis—2024 Compensation Elements & Decisions—Long-Term Equity Compensation Awards.”
2024 Grants of Plan-Based Awards Table
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2024 Grants of Plan-Based Awards Table
6.The RSU award will vest in eight equal quarterly installments on each of: (i) January 15; (ii) April 15; (iii) July 15; and (iv) October 15 of each calendar year, with the first vesting event occurring on April 15, 2025, subject to the executive’s continued service. 7.The RSU award will vest in eight equal quarterly installments on each of: (i) January 15; (ii) April 15; (iii) July 15; and (iv) October 15 of each calendar year, with the first vesting event occurring on July 15, 2024, subject to the executive’s continued service 8.The RSU award will vest in three equal quarterly installments on each of: (i) January 15; (ii) April 15; (iii) July 15; and (iv) October 15 of each calendar year, with the first vesting event occurring on July 15, 2024, subject to the executive’s continued service.
2024 Grants of Plan-Based Awards Table
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Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 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, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | | Grant Date(1) | 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(14) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(15) | | Name | | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | | | Nirav Tolia | 12/19/2018(2) | 12/19/2018 | 171,048 | — | $1.49 | 12/18/2028 | — | — | — | — | | | 8/19/2022(2) | 6/16/2022 | 24,647 | — | $3.34 | 8/18/2032 | — | — | — | — | | | 9/1/2023(2) | 9/1/2023 | 24,717 | — | $2.18 | 9/1/2033 | — | — | — | — | | | 10/2/2023(2) | 10/2/2023 | 8,239 | — | $1.77 | 10/2/2033 | — | — | — | — | | | 11/1/2023(2) | 11/1/2023 | 8,239 | — | $1.76 | 11/1/2033 | — | — | — | — | | | 12/1/2023(2) | 12/1/2023 | 8,240 | — | $1.64 | 12/1/2033 | — | — | — | — | | | 1/2/2024(2) | 1/2/2024 | 8,239 | — | $1.74 | 1/2/2034 | — | — | — | — | | | 2/1/2024(2) | 2/1/2024 | 8,239 | — | $1.61 | 2/1/2034 | — | — | — | — | | | 3/1/2024(2) | 3/1/2024 | 8,239 | — | $2.18 | 3/1/2034 | — | — | — | — | | | 4/1/2024(2) | 4/1/2024 | 8,239 | — | $2.24 | 4/1/2034 | — | — | — | — | | | 4/3/2024(3) | 7/15/2024 | — | — | — | — | 4,383,768 | $10,389,530 | — | — | | | 4/3/2024(4) | — | — | — | — | — | | | 5,010,020 | $11,873,747 | | | 5/1/2024(2) | 5/1/2024 | 8,239 | — | $2.12 | 5/1/2034 | — | — | — | — | | | 6/3/2024(2) | 6/3/2024 | 8,240 | — | $2.53 | 6/3/2034 | — | — | — | — | | Matt Anderson | 8/7/2019(2) | 7/8/2019 | 193,483 | — | $2.19 | 8/6/2029 | — | — | — | — | | | 3/24/2021(2) | 4/1/2023 | 41,628 | — | $2.41 | 3/24/2031 | — | — | — | — | | | 3/24/2021(2) | 4/1/2021 | 111,229 | — | $2.41 | 3/24/2031 | — | — | — | — | | | 3/25/2022(5) | 4/1/2024 | 21,122 | 10,561 | $6.06 | 3/24/2032 | — | — | — | — | | | 3/25/2022(2) | 4/1/2022 | 19,801 | — | $6.06 | 3/24/2032 | — | — | — | — | | | 4/14/2022(6) | 2/15/2024 | — | — | — | — | 9,666 | $22,908.42 | — | — | | | 10/5/2022(7) | 10/1/2024 | 37,000 | 111,000 | $2.79 | 10/4/2032 | — | — | — | — | | | 11/9/2023(8) | 11/7/2023 | 170,851 | 170,851 | $1.44 | 11/9/2033 | — | — | — | — | | | 11/9/2023(9) | 11/7/2023 | — | — | — | — | 119,596 | $283,443 | — | — | | | 12/8/2023(10) | 1/15/2024 | — | — | — | — | 153,781 | $364,461 | — | — | | | 7/5/2024(11) | 1/15/2025 | — | — | — | — | 952,381 | $2,257,143 | — | — | | Sophia Schwartz | 12/19/2018(2) | 12/10/2018 | 173 | — | $1.49 | 12/18/2028 | — | — | — | — | | | 4/30/2020(2) | 4/1/2020 | 30,192 | — | $2.37 | 4/29/2030 | — | — | — | — | | | 4/30/2020(2) | 4/1/2022 | 5,882 | — | $2.37 | 4/29/2030 | — | — | — | — | | | 3/24/2021(2) | 4/1/2021 | 30,624 | — | $2.41 | 3/24/2031 | — | — | — | — | | | 3/24/2021(2) | 4/1/2023 | 46,529 | — | $2.41 | 3/24/2031 | — | — | — | — | | | 4/14/2022(6) | 2/15/2024 | — | — | — | — | 6,904 | $16,362.48 | — | — | | | 10/5/2022(7) | 10/1/2024 | 18,500 | 55,500 | $2.79 | 10/4/2032 | — | — | — | — | | | 3/6/2024(12) | 7/15/2024 | — | — | — | — | 118,241 | $280,231 | — | — | | | 5/1/2024(13) | 7/15/2024 | — | — | — | — | 79,365 | $188,095 | — | — | | | 7/5/2024(11) | 1/15/2025 | — | — | — | — | 733,333 | $1,737,999 | — | — | | Sarah Friar | 3/24/2021(2) | 3/24/2021 | 808,097 | — | $2.41 | 3/23/2031 | — | — | — | — | | | 3/24/2021(2) | 11/1/2022 | 41,628 | — | $2.41 | 3/23/2031 | — | — | — | — | | | 3/24/2021(2) | 1/1/2023 | 2,612,454 | | $2.41 | 3/23/2031 | — | — | — | — | | | 3/25/2022(2) | 12/31/2023 | 798,249 | — | $6.06 | 3/24/2032 | — | — | — | — | | | 3/2/2023(2) | 1/1/2024 | 70,360 | — | $1.91 | 3/1/2033 | — | — | — | — | | | 4/3/2023(2) | 4/1/2024 | 23,451 | — | $2.11 | 4/2/2033 | — | — | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 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 with Khosla Ventures Acquisition Co. II (the "business combination"), for a substitute award of equivalent economic value, exercisable for shares of our Class B common stock. 2.The stock option was fully exercisable as of December 31, 2024. 3.The RSU award will vest in sixteen equal quarterly installments on each of: (i) January 15; (ii) April 15; (iii) July 15; and (iv) October 15 of each calendar year, with the first vesting event occurring on July 15, 2024, subject to the executive’s continued service. 4.The PSUs will vest, in ratable tranches representing 25% of the total award, upon the certification of achievement of certain stock price targets for the Company's Class A Common Stock, measured with respect to certain performance periods described in “—Long-Term Equity Compensation Awards.” 5.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. 6.The RSU award vests in four equal quarterly installments over one 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. 7.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. 8.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. 9.The RSU award will vest in nine 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 January 15, 2024, subject to the executive’s continued service. 10.The RSU award will vest in four equal quarterly installments over one 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 April 15, 2024, subject to the executive’s continued service. 11.The RSU award vests in eight 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 April 15, 2025, subject to the executive’s continued service. 12.The RSU award vests in eight 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, 2024, subject to the executive’s continued service. 13.The RSU award vests in three 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, 2024, subject to the executive’s continued service. 14.Represents the market value of the shares underlying the number of unvested RSUs as of December 31, 2024, based on the closing price our common stock of $2.37 on December 31, 2024. 15.Represents the market value of the shares underlying the number of unvested PSUs as of December 31, 2024, based on the closing price of our common stock of $2.37 on December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
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2024 Stock Option Exercises and Stock Vested Table
2024 Stock Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers, the number of shares of our common stock acquired upon the vesting of RSUs and the exercise of stock options during 2024 and the aggregate value realized upon the vesting of RSUs and exercise of stock options.
2024 Stock Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Nirav Tolia | 1,876,086 | 4,577,650 | 626,252 | 1,687,749 | | Matt Anderson | — | — | 624,310 | 1,483,781 | | Sophia Schwartz | — | — | 271,174 | 677,933 | | Sarah Friar | 393,779 | 44,000 | 40,806 | 79,980 | | John Orta | 631,418 | 1,671,252 | 181,721 | 356,173 | | Heidi Andersen | 1,414,414 | 81,036 | 214,941 | 421,284 |
2024 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 A common stock (or Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, as applicable), on the date of exercise and the aggregate exercise price of the stock option. 3.The aggregate value realized upon vesting and settlement of an RSU 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 RSUs that vested on that date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Change in Control Severance Agreements. 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.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
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 (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, except for award agreements governing performance-based awards providing for change in control or termination vesting that differs from that set forth in the Severance Agreements. Tolia PSUs. As noted above in the section titled “—Nirav Tolia Offer Letter,” in the event of a change in control transaction, the 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. Severance and Change in Control Table. 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, 2024. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our Class A common stock is $2.37, the closing price on the New York Stock Exchange as of December 31, 2024, the final trading day in the year ended December 31, 2024. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. For Ms. Friar, Mr. Orta and Ms. Andersen, the table shows the actual amounts provided under this termination of employment.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Qualifying Termination of Employment - No Change-of-Control | | | | Qualifying Termination of Employment - Change-of-Control | | | | | | | Cash Severance Payment ($)(1) | Medical Benefits Continuation ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | Cash Severance Payment ($)(1) | Bonus Payment(4) | Medical Benefits Continuation ($)(5) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Nirav Tolia(6) | 250,000 | — | — | 250,000 | 500,000 | 500,000 | — | 10,389,530 | 11,389,530 | | Matt Anderson | 275,000 | 19,639 | — | 294,639 | 550,000 | — | 39,277 | 3,086,846 | 3,676,123 | | Sophia Schwartz | 275,000 | 14,227 | — | 289,227 | 550,000 | — | 28,453 | 2,222,688 | 2,801,141 | | Sarah Friar(7) | 237,500 | 17,811 | — | 255,311 | — | — | — | — | — | | John Orta(8) | 275,000 | 11,350 | — | 286,350 | — | — | — | — | — | | Heidi Andersen(8) | 262,500 | 11,888 | — | 274,388 | — | — | — | — | — |
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, 2024, except for Ms. Friar, Mr. Orta and Ms. Andersen. 2.Represents six months of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. For Ms. Friar, Mr. Orta and Ms. Andersen, amounts were calculated based on premiums in effect on the date of termination and for the other named executive officers, amounts were estimated based on premiums in effect on December 31, 2024. 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) $2.37, the closing stock price per share of our common stock on December 31, 2024, the final trading day in the year ended December 31, 2024, less the exercise price. Where the unvested stock options by the named executive officers as of December 31, 2024 were not in-the-money, there was no value associated with the acceleration of equity awards as of December 31, 2024. The value of RSU acceleration was calculated by multiplying (i) the number of shares of common stock underlying the unvested RSUs by (ii) $2.37, the closing stock price per share of our common stock on December 31, 2024, the final trading day in the year ended December 31, 2024. 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, 2024. The amount for Mr. Tolia receives reflects 100% of his annual bonus opportunity amount for 2024. 5.Represents twelve months of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. 6.Mr. Tolia has not elected to participate in our employee health benefits therefore he is ineligible for continued health benefits under COBRA 7.Ms. Friar resigned as CEO effective as of May 8, 2024. In connection with her resignation, we paid Ms. Friar a one-time cash payment $237,500, which is equal to six months Ms. Friar's former base salary, before applicable state and federal payroll deductions, and approximately $17,811 in continued benefits under COBRA. For further information regarding Ms.Friar's separation agreement, see "Compensation Discussion and Analysis—Other Compensation Practices and Policies—Severance and Change in Control Benefits—Sarah Friar Transition Agreement.” 8. Heidi Andersen, our Head of Revenue, and John Orta, our Head of Legal & Corporate Development and Secretary, each resigned from their respective positions, effective on May 8, 2024. In connection with their resignation, we paid Ms. Andersen and Mr. Orta a one-time cash payment of $262,500 and $275,000, respectively, which is equal to six months of the applicable named executive officer's former base salary, before applicable state and federal payroll deductions. Additionally, Ms. Andersen and Mr. Orta received $11,888 and $11,350, respectively in continued benefits under COBRA. For further information regarding Ms. Andersen's and Mr. Orta's separation agreement, see "Compensation Discussion and Analysis—Other Compensation Practices and Policies—Severance and Change in Control Benefits—Heidi Andersen and John Orta Separation Agreements.”
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 Mr. Tolia to the annual total compensation of our median employee (excluding the CEO) (the "CEO Pay Ratio").
CEO Pay Ratio
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CEO Pay Ratio
For purposes of calculating the CEO Pay Ratio, since Mr. Tolia did not serve the full fiscal year as CEO, his total compensation reflects his annualized salary of $500,000 and includes 100% of Mr.Tolia's earned bonus payout for 2024. Furthermore, as a newly hired Chief Executive Officer, the grant date fair values of Mr. Tolia's new hire equity awards are higher than that of the equity awards that we expect he will receive on an annual basis going forward, and therefore results in a higher CEO pay ratio than we have reported historically. For 2024: •The adjusted annual total compensation of our CEO, Mr. Tolia, was $21,386,561; •The median of the annual total compensation of all of our employees (except for our CEO) was $230,445; and •The CEO Pay Ratio was 93 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, 2024, 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 2024 base salary, employee variable cash payments in 2024, and the fair value of equity awards granted in 2024. •We calculated the aggregate grant date fair value of 2024 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, 2024. Once the median employee was identified, their annual total compensation for 2024 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 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
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Pay Versus Performance
| Year | Summary Compensation Table Total for PEO Sarah Friar ($)(1)(2) | Compensation Actually Paid for PEO Sarah Friar ($)(1)(3) | Summary Compensation Table Total for PEO Nirav Tolia ($)(1)(2) | Compensation Actually Paid for PEO Nirav Tolia ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(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 ($)(6) | | | | 2024 | 429,887 | (2,179,392) | 21,177,204 | 22,970,771 | 1,806,642 | 1,075,741 | 18 | 99 | (98,063,000) | 247,276,000 | | 2023 | 2,935,566 | 3,383,305 | — | — | 2,137,004 | 2,179,224 | 15 | 75 | (147,765,000) | 218,309,000 | | 2022 | 8,345,638 | (25,774,942) | — | — | 1,807,149 | (2,667,549) | 16 | 50 | (137,916,000) | 212,765,000 | | 2021 | 20,110,434 | 72,326,440 | — | — | 2,047,492 | 5,423,173 | 61 | 91 | (95,325,000) | 192,197,000 |
Pay Versus Performance
1.Sarah Friar served as our PEO for the entirety of 2021, 2022, and 2023. For 2024, our PEOs were Sarah Friar and Nirav Tolia. Our Non-PEO NEOs for the applicable years were as follows: •2021: Michael Doyle and John Orta •2022: Michael Doyle, John Orta and Heidi Andersen •2023: Michael Doyle, Matthew Anderson, Heidi Andersen and John Orta •2024: Matthew Anderson, Sophia Schwartz, John Orta, and Heidi Andersen 2.Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for the PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-PEO NEOs. 3.Amounts reported in this column represent the compensation actually paid to the PEO, based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance
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Pay Versus Performance
| PEOs | Sarah Friar | Nirav Tolia | | | 2024 ($) | 2024 ($) | | Summary Compensation Table - Total Compensation(a) | 429,887 | 21,177,204 | | – | | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | — | (20,376,857) | | + | | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Options Awards Granted in Fiscal Year(c) | — | 20,422,095 | | + | | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | — | — | | + | | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | 1,748,328 | | + | | | | 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) | 161,317 | — | | – | | | | 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) | (2,770,596) | — | | = | | | | Compensation Actually Paid | (2,179,392) | 22,970,771 |
Pay Versus Performance
a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. b.Represents the aggregate grant date fair value of the stock awards and option awards granted to our PEOs 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 PEOs' 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 PEOs 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 PEOs 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 PEOs 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 PEOs' 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
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Pay Versus Performance
| NEO Average | 2024 ($) | | Summary Compensation Table - Average Total Compensation(a) | 1,806,642 | | – | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | (1,296,366) | | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Options Awards Granted in Fiscal Year(c) | 1,115,867 | | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | 67,448 | | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 133,499 | | + | | | 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) | 118,008 | | – | | | 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) | (869,357) | | = | | | Compensation Actually Paid | 1,075,741 |
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. 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, 2024. 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.
Pay Versus Performance
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Pay Versus Performance
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 is on growing our revenue. Revenue was also weighted heavily (45%) in the CEO's annual bonus plan for 2024. The dollar amounts represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year.