DEF 14A of Nextdoor Holdings, Inc.
Filed Apr 20, 2026 · FY20250001846069-26-000091
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Our Board of Directors currently consists of nine 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 II will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class III do not expire until the annual meetings of stockholders held in 2028 and 2027, respectively. At the recommendation of our Nominating, Corporate Governance and Corporate Responsibility Committee, our Board of Directors proposes that the one Class II nominee named below, who is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2029 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 individual nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. Shares represented by proxies will be voted “FOR” the election of the one nominee named below, unless the proxy is marked to withhold authority to so vote. If the nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. The 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 | | David Sze(1) | 60 | Director | November 2021 |
Nominees to Our Board of Directors
1.Member of our Audit and Risk Committee.
Nominees to Our Board of Directors
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Nominees to Our Board of 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: 60 | | | Director Since: November 2021 | | | Committees: Audit and Risk Committee | |
Continuing Directors
Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages, occupations, and length of service on our Board of Directors as of the date of this Proxy Statement are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Continuing Directors
| Name of Director | Age | Position | Director Since | | Class I Directors: | | | | | J. William Gurley(1) | 59 | Director | November 2021 | | Jason Pressman(2) | 52 | Director | November 2021 | | Elisa Steele(3)(4) | 59 | Director | July 2024 | | Nirav Tolia | 54 | Chairperson | November 2021 | | Class III Directors: | | | | | Niraj Shah(4) | 52 | Director | May 2024 | | Chris Varelas | 62 | Director | November 2021 |
Continuing Directors
1.Member of our Nominating, Corporate Governance and Corporate Responsibility Committee. 2.Chairperson of our Compensation and People Development Committee. 3.Chairperson of our Nominating, Corporate Governance and Corporate Responsibility Committee. 4.Member of our Compensation and People Development Committee.
Continuing Directors
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Continuing Directors
| | J. William Gurley DIRECTOR Mr. Gurley serves as a general partner of Benchmark Capital, a venture capital firm, which he joined in 1999. Previously, he served as a partner of Hummer Winblad Venture Partners, a venture capital firm, a research analyst for Credit Suisse First Boston, an investment bank, and a design engineer at Compaq Computer Corporation, a manufacturer of computers and related components. Mr. Gurley currently serves on the board of directors of Stitch Fix, Inc. and Zillow Group, Inc. Mr. Gurley previously served on the board of directors of GrubHub, Inc., OpenTable, Inc., and Ubiquiti Networks, Inc. Mr. Gurley holds a B.S. in Computer Science from the University of Florida and an M.B.A. from the University of Texas. We believe Mr. Gurley is qualified to serve as a member of the Board of Directors due to his extensive experience with technology companies, including his experience as a member of the boards of directors of public technology companies and as a venture capitalist investing in technology companies. | | Age: 59 | | | Director Since: November 2021 | | | Committees: Nominating, Corporate Governance and Corporate Responsibility Committee | |
Continuing 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 previously served 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 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: 52 | | | Director Since: November 2021 | | | Committees: Chairperson of the Compensation and People Development Committee | |
Continuing Directors
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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: 52 | | | Director Since: May 2024 | | | Committees: Compensation and People Development Committee | |
Continuing 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 Bumble Inc., JFrog, Inc. and Procore Technologies, Inc. Ms. Steele previously served on the board of directors of Amplitude, Inc. and 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: 59 | | | Director Since: July 2024 | | | Committees: Chairperson of Nominating, Corporate Governance and Corporate Responsibility Committee; Compensation and People Development Committee | |
Continuing Directors
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Continuing 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: 54 | | | Director Since: November 2021 | | | Committees: None | |
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: 62 | | | Director Since: November 2021 | | | Committees: None | |
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. Under our non-employee director compensation program, as it has been amended from time to time, 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. In February 2026, our Compensation and People Development Committee reviewed and recommended, and following such recommendation, our Board of Directors approved an amendment to the non-employee director compensation program to allow non-employee directors to elect to receive their annual cash compensation in the form of equity rather than cash. 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 General Board Service Fee equal to $40,000, 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, $27,500, and $10,000, 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, respectively, payable quarterly in arrears and pro-rated for partial quarters served. •Our Lead Independent Director receives an additional annual payment of $15,000 payable quarterly in arrears and pro-rated for partial quarters served. Notwithstanding the foregoing, each non-employee director may elect, on an annual and irrevocable basis, to receive all (but not part) of their General Board Service Fee in the form of restricted stock units ("RSUs") granted under our 2021 Equity Incentive Plan (the "2021 EIP") (a "Retainer Award" and such election, a "Retainer Award Election"). All committee chair and non-chair committee fees remain payable in cash only and are not subject to a Retainer Award Election. The number of shares covered by a Retainer Award will be equal to (a) the General Board Service Fee divided by (b) the closing sale price of our common stock on the Retainer Award grant date (or, if such date is not a trading day, the trading day thereafter), rounding down to the nearest whole share. A Retainer Award shall vest on the last day of each applicable calendar quarter for which the cash compensation would have been earned (including in arrears). With respect to equity, each new non-employee director is entitled to receive an initial grant of RSUs under our 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 $175,000, which award vests on the earlier of (a) the date of the next annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the applicable non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director
Non-Employee Director Compensation Program
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Non-Employee Director Compensation Program
not standing for re-election) and (b) the date that is one year following the grant date (the “Annual Award”). Any non-employee director who is appointed to the Board of Directors following the annual meeting of our stockholders for such year (and prior to the annual meeting of our stockholders for the subsequent year) will be automatically granted a pro-rated Annual Award on the date of the next annual meeting of the Company’s stockholders. The Initial Award, each Annual Award and each Retainer Award accelerate in full upon consummation of a Corporate Transaction (as defined in the 2021 EIP).
Non-Employee Director Compensation
Non-Employee Director Compensation The following table provides information for the year ended December 31, 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2025, with respect to their services as a director. The compensation received by Mr. Tolia as Chief Executive Officer of the company is shown in “Executive Compensation—2025 Summary Compensation Table” below. Each non-employee director’s reasonable, customary and properly documented travel expenses to attend Board of Director meetings is reimbursed by us.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3)(4) | Total ($) | | Dana Evan(1) | 71,972 | 174,999 | 246,971 | | J. William Gurley | 44,000 | 174,999 | 218,999 | | Robert Hohman(1) | 50,000 | 174,999 | 224,999 | | Marissa Mayer(2) | 12,500 | — | 12,500 | | Jason Pressman | 71,972 | 174,999 | 246,971 | | Niraj Shah | 45,528 | 174,999 | 220,527 | | Elisa Steele | 67,342 | 174,999 | 242,341 | | David Sze | 50,000 | 174,999 | 224,999 | | Chris Varelas | 49,447 | 174,999 | 224,446 |
Non-Employee Director Compensation
1.Each of Ms. Evan and Mr. Hohman elected to not stand for re-election as a member of our Board of Directors upon the expiration of their respective terms at the conclusion of the Annual Meeting. 2.Ms. Mayer resigned as a member of our Board of Directors, effective immediately following the 2025 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 continues to serve as an advisor to the Company and Chief Executive Officer following her resignation.
Non-Employee Director Compensation
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Non-Employee Director Compensation
3.The following table sets forth information on RSUs granted to non-employee directors during fiscal year 2025, the aggregate number of shares underlying outstanding stock options and RSUs held by our non-employee directors that served during 2025, as of December 31, 2025, and the aggregate number of shares subject to outstanding unvested RSUs held by non-employee directors that served during 2025, as of December 31, 2025. For additional information regarding the RSUs and performance stock units granted to Mr. Tolia for the year ended December 31, 2025, in his capacity as Chief Executive Officer, please see "Executive Compensation-2025 Summary Compensation Table" below.
Non-Employee Director Compensation
| Name | Number of Shares Underlying Stock Options Outstanding at Fiscal Year End | Number of Shares of Stock Awards Granted in Fiscal 2025 | Outstanding RSUs at Fiscal Year End | | Dana Evan | 294,389 | 106,707(a) | 106,707 | | J. William Gurley | 123,517 | 106,707(a) | 106,707 | | Robert Hohman | — | 106,707(a) | 167,682 | | Jason Pressman | 123,517 | 106,707(a) | 106,707 | | Niraj Shah | — | 106,707(a) | 167,682 | | Elisa Steele | — | 106,707(a) | 167,682 | | David Sze | 123,517 | 106,707(a) | 106,707 | | Chris Varelas | 123,517 | 106,707(a) | 106,707 |
Non-Employee Director Compensation
a.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 10, 2025, in each case, so long as the non-employee director continues to provide services to the Company through each such date. 4.The amounts reported in these columns represent the aggregate grant date fair value of RSUs awarded to directors in 2025 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 trading price on the grant date of $1.64 per share. 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. Non-employee directors receive no other form of remuneration, perquisites or benefits for their service as members of our Board, but they are reimbursed for their reasonable travel expenses incurred in attending Board and committee meetings, certain company events and approved continuing education programs.
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 Chief Revenue Officer | | 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 | Discounted stock option awards | | ý | Employee single trigger accelerated equity award 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.
Use of Market Data
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Use of Market Data
The Compensation and People Development Committee developed a peer group for 2025 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 2025 compensation determinations, we considered the following primary criteria to identify comparable peer companies:
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, platform direct to consumers 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 $222 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 $933 million |
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
| 2025 Peers | | | | | | Amplitude | Groupon | PubMatic | Tripadvisor | ZipRecruiter | | Braze | Lemonade | QuinStreet* | Vimeo | | | Eventbrite | NerdWallet | Rumble* | Yelp | | | EverQuote | Olo | Sprout Social | Yext* | | | Grindr | PagerDuty | The RealReal | Upwork | |
Use of Market Data
*Reflects additions for 2025 Changes from our 2024 peer group included: removal of Hims & Hers Health, because its revenue and market capitalization were no longer within our targeted range; removal of Bumble because its revenue was no longer within our targeted range; and the addition of Grindr, QuinStreet, Rumble and Yext 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 scoped by industry and size to inform its decision-making.
Use of Market Data
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2025 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) (Chief Executive Officer & Chief Revenue Officer Only) | To motivate and reward for achieving annual Company financial objectives. | | Long-Term Incentives | RSUs (time-based) PSUs (performance-based) | 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 The Compensation and People Development Committee approved an annual cash incentive opportunity for Mr. Tolia 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 2025, the target annual cash bonus for Mr. Tolia was 100% of his base salary ($500,000), which was consistent with his 2024 opportunity. Actual payout could range from a threshold of 75% to a maximum of 125% of base salary, with performance below threshold resulting in no payout. The bonus opportunity for Mr. Tolia contained two equally weighted performance measures for 2025: Revenue and Adjusted EBITDA. The 2025 performance targets, as well as the level of achievement and the resulting payout were as follows:
CEO Annual Bonus Opportunity
| Performance Measures | Weighting | | | | Performance Targets & Achievement | | | Payout | | | | Threshold (% of Salary) | Max (% of Salary) | Max Bonus Payout ($) | Threshold ($) | Target ($) | Maximum ($) | Actual 2025 Performance ($) | Percent Earned | Earned Payout ($) | | Revenue | 37.5% | 62.5% | 312,500 | 209,250,000 | 279,000,000 | 348,750,000 | 257,647,032 | 92.35% | 230,867 | | EBITDA | 37.5% | 62.5% | 312,500 | (6,875,000) | (5,500,000) | (4,125,000) | 603,148 | 125% | 312,500 | | Total | 75% | 125% | 625,000 | | | | | 108.68% | 543,367 |
Sales Incentive Compensation Plan
Sales Incentive Compensation Plan Our sales-related employees, including Mr. Kiernan, 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 2025, the Compensation and People Development Committee established target performance-based quarterly and annual cash incentive opportunities for Mr. Kiernan based solely on achievement of certain revenue goals over the same period. The Compensation and People Development Committee determined that revenue was the appropriate measure for Mr. Kiernan's target cash incentive bonus because (i) revenue is a key driver of our creation of long-term value for our stockholders; and (ii) Mr. Kiernan's position with the company and his individual performance had a material impact on our revenue generation. Performance below the threshold would have resulted in no payment to Mr. Kiernan and performance at or above target would result in payment at 100% or more of his target cash incentive opportunity. In establishing Mr. Kiernan's target award opportunity, the Compensation and People Development Committee considered the strength of his leadership, his expected contributions to our 2025 revenue generation objectives, and the market positioning of his compensation relative to peers. Mr. Kiernan's 2025 target cash incentive opportunity was set at $375,000, or 100% of his base salary, for the period commencing on January 1, 2025 and ending on December 31, 2025.
Sales Incentive Compensation Plan
| Performance Measure | Threshold ($)(1) | Target ($) | Actual 2025 Performance ($)(2) | 2025 Payout – Mr. Kiernan ($)(3) | | Revenue | 209,250,000 | 279,000,000 | 257,647,032 | 346,971 |
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. CFO New Hire Equity Award. As noted below in the section titled “—Indrajit Ponnambalam Offer Letter,” in connection with Mr. Ponnambalam's appointment as Chief Financial Officer and Treasurer effective December 1, 2025, the Compensation and People Development Committee granted him an RSU award with an aggregate target value of $3,187,500 (the "Ponnambalam RSUs") and a performance stock unit ("PSU") award with an aggregate target value of $3,000,000 (the "Ponnambalam PSUs," and together with the Ponnambalam RSUs, the "Ponnambalam Equity Awards"). The number of shares subject to the Ponnambalam Equity Awards was determined by dividing the applicable target value by the average of the closing sale price of our Class A common stock in November 2025 (the calendar month immediately preceding the first of the month in which Mr. Ponnambalam's employment start date occurred) and December 2025 (the calendar month in which his employment start date occurred). The Ponnambalam RSUs vest quarterly over a four-year period, with 1/16th of the award vesting on each quarterly vesting date beginning on the first such date following the quarterly vesting date nearest to Mr. Ponnambalam's employment start date, subject to his continued service with the Company. The Ponnambalam PSUs were granted on March 5, 2026, concurrently with PSU awards granted to other members of the executive team. The Ponnambalam PSUs are subject to performance-based vesting based on achievement of stock price targets calculated using predetermined compound annual growth rate ("CAGR") thresholds at any point during a four-year performance period ending January 15, 2030 (the "Performance Period"). Between 0% and 200% of the target award may be earned as follows:
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
•50% of the target award earned upon achievement of a 10% CAGR in our stock price over the Performance Period; •100% of the target award earned upon achievement of a 15% CAGR in our stock price over the Performance Period; •150% of the target award earned upon achievement of a 20% CAGR in our stock price over the Performance Period; and •200% of the target award earned upon achievement of a 25% CAGR in our stock price over the Performance Period. If our CAGR is below the 10% threshold established for the performance period, no portion of the PSUs are earned. Once a stock price target is achieved and certified by the Compensation and People Development Committee, such achievement is banked and the corresponding PSUs remain earned regardless of subsequent changes in stock price, subject to Mr. Ponnambalam's continued service through the applicable vesting date. Earned PSUs become vested according to the following schedule, such that any upside earned above 100% of the target award vests on the final scheduled vesting date: •Up to 25% of the target number of shares on January 15, 2027; •Up to 25% of the target number of shares on January 15, 2028; •Up to 25% of the target number of shares on January 15, 2029; and •All remaining earned shares on January 15, 2030. Achievement of stock price target is measured based on the 30-trading day average closing selling price of our Class A common stock. Any Ponnambalam PSUs that have not been earned by the end of the Performance Period will be forfeited for no consideration. In the event of a Corporate Transaction, the stock price will be deemed to equal the per share consideration payable in the transaction as determined by the Board in good faith, and any PSUs for which the applicable stock price target is not achieved in connection with such transaction will be forfeited. Any PSUs for which a scheduled vest date has occurred shall immediately vest and any earned PSUs for which a scheduled vest date has not yet occurred shall remain outstanding and eligible to vest based on Mr. Ponnambalam's service through the applicable scheduled vest date. Following determination of the degree of achievement in a Corporate Transaction, any achieved PSUs shall be eligible for full vesting acceleration pursuant to the terms of Mr. Ponnambalam's severance agreement. In determining the amount of the Ponnambalam Equity Awards, the Compensation and People Development Committee considered his skills and experience, his role and responsibilities, and relevant market data, including the objective of attracting a seasoned finance executive to the Chief Financial Officer role. The total target grant value of approximately $6.2 million represented a market-competitive long-term inducement incentive value for a newly hired Chief Financial Officer relative to public technology companies of comparable size and market capitalization. The Compensation and People Development Committee determined to structure the grant as an approximately equal mix of RSUs and PSUs, consistent with the equity mix applicable to the Chief Executive Officer, to balance near-term retention objectives with performance-based alignment consistent with the Company's long-term incentive compensation philosophy. Promotion Equity Awards. Upon promotion to an executive officer role, we provide each named executive officer an initial equity award. In connection with Mr. Kiernan's promotion to the position of Chief Revenue Officer, effective as of January 1, 2025, he was granted an RSU award with an aggregate target value of $1,300,000, covering 520,000 shares of our Class A common stock in December 2024, which vest in equal 1/8th installments on each quarterly vesting date beginning April 15, 2025, over approximately two years. Mr. Kiernan's promotion award was designed to bring his equity compensation in-line with the
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
equity range for his new role and level, taking into consideration the scope of his expected responsibilities and informed by market data. In connection with Mr. Lisowski's promotion to the position of President of Products effective August 7, 2025, the Compensation and People Development Committee granted him a PSU award with an aggregate target value of $2,000,000 (the "Lisowski PSUs"). The number of shares subject to the Lisowski PSUs was determined by dividing $2,000,000 by the closing sale price of our Class A common stock on the grant date. The Lisowski PSUs are subject to the same stock price targets, measurement methodology, vesting schedule, and Corporate Transaction treatment as the Tolia PSUs described below in "—Annual Merit Awards—2025 Awards." The Compensation and People Development Committee structured Mr. Lisowski's promotion award entirely as PSUs with stock price hurdles in order to bring his overall annual equity mix to approximately 50% RSUs and 50% PSUs, consistent with the mix applicable to Mr. Tolia, thereby aligning Mr. Lisowski's long-term incentive structure with that of the Chief Executive Officer and directly tying a meaningful portion of his compensation to significant stock price appreciation over the performance period. The table below summarizes the new hire and promotion equity awards granted to our named executive officers in 2025:
Long-Term Equity Compensation Awards
| Named Executive Officer | No. of RSUs | No. of PSUs | Target Equity Value ($)(1) | | Indrajit Ponnambalam | 1,651,982 | — | 3,187,500 | | Craig Lisowski | — | 947,867 | 2,000,000 | | Michael Kiernan | 520,000 | — | 1,300,000 |
Long-Term Equity Compensation Awards
1."Target 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. Mr. Ponnambalam's new hire PSU award with a target value of $3,000,000 is not reflected in the table above, as it was granted on March 5, 2026, following the end of the 2025 fiscal year, consistent with the timing established in Mr. Ponnambalam's offer letter. For additional information regarding this award, see "—CFO New Hire Equity Award" above. 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 factors described above in "Compensation Determination Process," with particular focus on each named executive officer's performance, existing unvested equity holdings, and the value and structure of prior compensation awards. 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. 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 to appropriately incentivize long-term performance. 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.
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
2025 Awards. In March 2025, 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 for all then-current named executive officers in the form of RSUs, as well as a PSU award for Mr. Tolia as described below. The structure and vesting schedule of each award reflects the Compensation and People Development Committee's assessment of each named executive officer's existing unvested equity holdings and retention objectives at the time of grant. Ms. Schwartz and Mr. Anderson each received two boxcar awards. Boxcar awards are long-term awards designed to ensure that a named executive officer has a runway of at least two to three years of unvested equity. Each boxcar award vests on a quarterly basis over one year following the applicable vesting commencement date. The first boxcar award granted to each of Ms. Schwartz and Mr. Anderson has a vesting commencement date of April 15, 2026, and the second has a vesting commencement date of April 15, 2027. Mr. Lisowski received a single RSU award with a vesting commencement date of April 15, 2025, vesting in equal 1/12th quarterly installments over a three-year period. The Compensation and People Development Committee structured Mr. Lisowski's award to commence vesting immediately, reflecting the committee's assessment of his unvested equity position at the time of grant and the objective of ensuring he maintains a meaningful and continuous runway of unvested equity. Mr. Tolia received both an RSU award and a PSU award as part of his 2025 annual merit grant. His RSU award vests in equal 1/16th quarterly installments over a four-year period commencing April 15, 2025. His PSU award (the "Tolia PSUs") is subject to performance-based vesting based on achievement of specific stock price targets across four tranches, subject to his continued service as Chief Executive Officer or Executive Chair through the date of such certification as outlined below. In no event may any tranche vest prior to its corresponding earliest vest date. The stock price targets and vesting schedule are as follows: •25% of the target award vesting upon achievement of a 50% increase in our stock price from the grant date, with an earliest vest date of January 15, 2026 and a performance period ending January 15, 2030; •25% vesting upon achievement of a 75% increase in our stock price from the grant date, with an earliest vest date of January 15, 2027 and a performance period ending January 15, 2030; •25% vesting upon achievement of a 100% increase in our stock price from the grant date, with an earliest vest date of January 15, 2028 and a performance period ending January 15, 2030; and •25% vesting upon achievement of a 125% increase in our stock price from the grant date, with an earliest vest date of January 15, 2029 and a performance period ending January 15, 2030. Achievement of stock price targets is measured based on the 30-trading day average closing selling price of our Class A common stock. Any Tolia PSUs that have not vested by the end of the applicable performance period will be forfeited for no consideration. In the event of a Corporate Transaction, the stock price will be deemed to equal the per share consideration payable in the transaction as determined by the Board in good faith, and any PSUs for which the applicable stock price target is not achieved in connection with such transaction will be forfeited. The Lisowski PSUs are subject to the same stock-price-target structure, measurement methodology, vesting schedule, and Corporate Transaction treatment as the Tolia PSUs described in this section. 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 other equity vehicles offer stronger retention value, reduced dilution, and better alignment with current market practice.
Long-Term Equity Compensation Awards
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Long-Term Equity Compensation Awards
The table below illustrates the annual merit equity awards granted to each named executive officer in 2025 in respect of their service as a named executive officer:
Long-Term Equity Compensation Awards
| Named Executive Officer | No. of RSUs | No. of PSUs | Target Equity Value ($)(1) | | Nirav Tolia | 722,005 | 722,005 | 2,483,700 | | Craig Lisowski | 872,093 | — | 1,500,000 | | Sophia Schwartz | 387,596 | — | 666,667 | | Matt Anderson | 387,596 | — | 666,667 |
Long-Term Equity Compensation Awards
1."Target Equity Value” represents the value used by the Compensation and People Development Committee to calculate the number of shares subject to each of the named executive officers’ equity awards. Equity Value does not necessarily correspond to the aggregate grant date fair value of the shares subject to these awards because the awards are granted on a date subsequent to the date on which the awards were approved by the Compensation and People Development Committee.
Offer Letters
Offer Letters We entered into offer letters with each of our named executive officers when their employment with Nextdoor commenced. Each offer letter provides for “at will” employment (meaning either we or the named executive officers may terminate the employment relationship at any time with or without cause and with or without notice), sets forth the initial title, base salary, and equity award for the executive, and summarizes the other terms and conditions applicable to the executive’s employment with us. Indrajit Ponnambalam Offer Letter. We entered into an offer letter with Indrajit Ponnambalam (the "Ponnambalam Offer Letter") on October 31, 2025, in connection with Mr. Ponnambalam's appointment as Chief Financial Officer and Treasurer effective as of December 1, 2025. Prior to Mr. Ponnambalam's appointment, he was not an executive officer of the Company. Pursuant to the Ponnambalam Offer Letter, Mr. Ponnambalam will receive an initial annual base salary of $550,000 and remain eligible to participate in Company-sponsored benefits to the extent that he is eligible pursuant to the terms of our benefit plans. The vesting of the Ponnambalam Equity Awards is subject to Mr. Ponnambalam's continued service with the Company and other customary provisions set forth in the applicable award agreements pursuant to the 2021 EIP. For additional information regarding the Ponnambalam Equity Awards, including vesting terms, Corporate Transaction treatment,
Offer Letters
and severance acceleration, see "—Long-Term Equity Compensation Awards—CFO New Hire Equity Award" above, and "Severance and Change in Control Benefits" below.
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 in control has been executed), or within the twelve-month period following a change in control, named executive officers are entitled to: (i) a severance payment in an amount equal to twelve months’ base salary and then-current target bonus opportunity, if any, at 100% achievement of target (in each case, at the rates in effect immediately prior to the actions that resulted in the termination), paid in a cash lump sum, (ii) full acceleration of unvested time-vesting equity awards and accelerated vesting of performance vesting equity awards at the greater of (x) actual achievement through the date of termination or (y) target level (unless an individual equity award agreement provides otherwise), and (iii) payment of premiums for continued medical benefits for up to twelve months following termination. For a full description of the terms of these agreements, as well as an estimate of the potential payments payable under these agreements, see “Potential Payments upon Termination or Change in Control” below. Matt Anderson Advisor Agreement. On August 4, 2025, Matt Anderson resigned from his position as Chief Financial Officer and Treasurer, effective September 1, 2025. Mr. Anderson's resignation was not the result of any disagreement regarding the company's operations, policies or practices. In connection with his transition, we entered into an advisor agreement with Mr. Anderson, pursuant to which Mr. Anderson agreed to remain with the company as an advisor until the earlier of the our employment of a new Chief Financial Officer or December 31, 2025. As consideration for entering into the advisor agreement, we extended the period during which Mr. Anderson may exercise any outstanding vested stock options through June 30, 2026.
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 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 2025, (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.
2025 Summary Compensation Table
2025 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, 2025, 2024 and 2023, as applicable.
2025 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 | 2025 | 500,000 | — | 2,216,555 | — | 543,367 | 2,300 | 3,262,222 | | | 2024 | 395,833 | 394,809 | 20,315,631 | — | — | 70,930 | 21,177,204 | | Indrajit Ponnambalam Chief Financial Officer and Treasurer | 2025 | 45,833 | — | 3,469,162 | — | — | — | 3,514,996 | | Craig Lisowski President of Products | 2025 | 550,000 | — | 3,158,767 | — | — | 2,300 | 3,711,067 | | Sophia Schwartz Chief Legal Officer and Secretary | 2025 | 550,000 | — | 666,665 | — | — | 2,300 | 1,218,965 | | | 2024 | 479,660 | — | 2,737,843 | — | — | 3,125 | 3,220,627 | | Michael Kiernan Chief Revenue Officer | 2025 | 375,000 | — | — | — | 346,971 | 938 | 722,909 | | Matt Anderson Former Chief Financial Officer and Treasurer | 2025 | 368,756 | — | 666,665 | — | — | 2,300 | 1,037,721 | | | 2024 | 531,250 | — | 2,447,619 | — | — | 2,300 | 2,981,169 | | | 2023 | 363,674 | — | 1,513,401 | 317,339 | — | 2,828 | 2,197,242 |
2025 Summary Compensation Table
1.The amounts reported in the “Salary” column reflect the salary earned during the fiscal year. Amount for Mr. Anderson in 2025 represents the amount earned from January 1, 2025 through September 1, 2025, his last day of employment. Mr. Ponnambalam started as our Chief Financial Officer and Treasurer on December 1, 2025. 2.The amount reported in the "Bonus" column for 2024 reflects the pro-rata annual bonus that Mr. Tolia received with respect to his service in 2024. 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 Grants of Plan-Based Awards Table as a bonus, rather than as a non-equity incentive plan award. Beginning in 2025, Mr. Tolia's annual bonus is administered and reported as a non-equity incentive plan award. 3.Amounts in the "Stock Awards" and "Option Awards" columns represent the aggregate grant date fair value of the equity awards awarded to the named executive officers during 2025, 2024 or 2023, 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" columns 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, 2025. The Tolia PSUs and Lisowski 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. The "Stock Awards" amount for Mr. Ponnambalam reflects the grant date fair value of his new hire RSU award. His PSU award was granted on March 5, 2026 and accordingly does not appear in the "Stock Awards" column for 2025. See "—CFO New Hire Equity Award" for additional details. For more information regarding these awards, including vesting information, see the "Outstanding Equity Awards at 2025 Fiscal Year-End" table below. 4.The amounts reported in the "Non-Equity Incentive Plan" column reflect the following: for Mr. Tolia, the amount represents his annual cash bonus earned for 2025 based on achievement of the 2025 CEO Bonus Criteria, as described in greater detail in the section entitled "—CEO Annual Bonus Opportunity" above. For Mr. Kiernan, the amount represents amounts paid under our 2025 sales incentive compensation plan based on achievement of designated revenue performance metrics in 2025, as described in greater detail in the section entitled "—Michael Kiernan Sales Incentive Compensation" above. 5.For all named executive officers, the amount reported reflects our matching contribution of $2,300 to our 401(k) Plan, except in the case of Mr. Kiernan, whose 401(k) matching contribution was $937.50.
2025 Summary Compensation Table
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2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made for the year ended December 31, 2025, for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the 2025 Summary Compensation Table. Mr. Kiernan did not receive any grants of plan-based awards in the year ended December 31, 2025.
2025 Grants of Plan-Based Awards Table
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Nirav Tolia | RSU | 3/7/2025(3) | — | — | — | 722,005 | 1,241,849 | | | PSU | 3/7/2025(4) | 180,501 | 722,005 | 722,005 | — | 1,241,849 | | | Cash | — | 375,000 | 500,000 | 625,000 | — | — | | Indrajit Ponnambalam | RSU | 12/31/2025(5) | — | — | — | 1,651,982 | 3,469,162 | | Craig Lisowski | RSU | 3/7/2025(6) | — | — | — | 872,093 | 1,500,000 | | | PSU | 8/27/2025(7) | 236,966 | 947,867 | 947,867 | — | 1,999,999 | | Sophia Schwartz | RSU | 3/7/2025(8) | — | — | — | 96,899 | 166,666 | | | RSU | 3/7/2025(9) | — | — | — | 290,697 | 499,999 | | Michael Kiernan | Cash | — | — | 375,000 | — | — | — | | Matt Anderson | RSU | 3/7/2025(8) | — | — | — | 96,899 | 166,666 | | | RSU | 3/7/2025(9) | — | — | — | 290,697 | 499,999 |
2025 Grants of Plan-Based Awards Table
1.These columns show a range of outcomes possible under the PSUs granted in 2025. 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 and Lisowski PSUs, respectively, upon achievement of 50% stock price growth from the grant date with an earliest vest date of January 15, 2026 and a performance period ending January 15, 2030. The amount shown in the “Target” column represents the number of Tolia PSUs and Lisowski PSUs, respectively, that would be eligible to vest, equal to 100% of the target number of PSUs, upon achievement of 125% stock price growth from the grant date with an earliest vest date of January 15, 2029 and a performance period ending January 15, 2030. 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—2025 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. 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 April 15, 2025, subject to the executive’s continued service. 4.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 and Analysis—2025 Compensation Elements & Decisions—Long-Term Equity Compensation Awards.”
2025 Grants of Plan-Based Awards Table
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2025 Grants of Plan-Based Awards Table
5.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 April 15, 2026, subject to the executive’s continued service. 6.The RSU award will vest in twelve 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 Lisowski 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 and Analysis—2025 Compensation Elements & Decisions—Long-Term Equity Compensation Awards.” 8.The RSU award will vest in four 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, 2026, subject to the executive’s continued service. 9.The RSU award will vest in four 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, 2027, subject to the executive’s continued service.
2025 Grants of Plan-Based Awards Table
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Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 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, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(16) ($) | 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 ($)(17) | | Name | | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | | | Nirav Tolia | 12/19/2018(2) | 12/19/2018 | 171,048 | — | 1.49 | 12/18/2028 | — | — | — | — | | | 8/19/2022(2) | 8/19/2022 | 24,647 | — | 3.34 | 8/18/2032 | — | — | — | — | | | 9/1/2023(2) | 9/1/2023 | 24,717 | — | 2.18 | 9/1/2033 | — | — | — | — | | | 10/2/2023(2) | 10/2/2023 | 8,239 | — | 1.77 | 10/2/2033 | — | — | — | — | | | 11/1/2023(2) | 11/1/2023 | 8,239 | — | 1.76 | 11/1/2033 | — | — | — | — | | | 12/1/2023(2) | 12/1/2023 | 8,240 | — | 1.64 | 12/1/2033 | — | — | — | — | | | 1/2/2024(2) | 1/2/2024 | 8,239 | — | 1.74 | 1/2/2034 | — | — | — | — | | | 2/1/2024(2) | 2/1/2024 | 8,239 | — | 1.61 | 2/1/2034 | — | — | — | — | | | 3/1/2024(2) | 3/1/2024 | 8,239 | — | 2.18 | 3/1/2034 | — | — | — | — | | | 4/1/2024(2) | 4/1/2024 | 8,239 | — | 2.24 | 4/1/2034 | — | — | — | — | | | 4/3/2024(3) | 7/15/2024 | — | — | — | — | 3,131,263 | 6,575,652 | — | — | | | 4/3/2024(4) | — | — | — | — | — | — | — | 5,010,020 | 10,521,042 | | | 5/1/2024(2) | 5/1/2024 | 8,239 | — | 2.12 | 5/1/2034 | — | — | — | — | | | 6/3/2024(2) | 6/3/2024 | 8,240 | — | 2.53 | 6/3/2034 | — | — | — | — | | | 3/7/2025(5) | 4/15/2025 | — | — | — | — | 586,630 | 1,231,923 | | | | | 3/7/2025(4) | — | — | — | — | — | — | — | 722,005 | 1,516,211 | | Indrajit Ponnambalam | 12/31/2025(6) | 1/15/2026 | — | — | — | — | 1,651,982 | 3,469,162 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | 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(16) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(17) | | Name | | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | | | Craig Lisowski | 2/14/2019(2) | 2/11/2019 | 797,281 | — | 1.49 | 2/13/2029 | — | — | — | — | | | 3/24/2021(2) | 3/1/2023 | 269,899 | — | 2.41 | 3/23/2031 | — | — | — | — | | | 3/24/2021(2) | 1/1/2021 | 144,590 | — | 2.41 | 3/23/2031 | — | — | — | — | | | 3/25/2022(2) | 12/31/2023 | 305,386 | — | 6.06 | 3/24/2032 | — | — | — | — | | | 3/25/2022(2) | 12/31/2021 | 100,000 | — | 6.06 | 3/24/2032 | — | — | — | — | | | 3/2/2023(2) | 1/1/2024 | 23,157 | — | 1.91 | 3/1/2033 | — | — | — | — | | | 3/2/2023(2) | 1/1/2025 | 57,892 | — | 1.91 | 3/1/2033 | — | — | — | — | | | 3/2/2023(7) | 1/15/2025 | — | — | — | — | 33,574 | 70,505 | — | — | | | 4/3/2023(2) | 4/1/2024 | 7,718 | — | 2.11 | 4/2/2033 | — | — | — | — | | | 4/3/2023(2) | 4/1/2025 | 19,295 | — | 2.11 | 4/2/2033 | — | — | — | — | | | 5/1/2023(2) | 5/1/2024 | 7,718 | — | 2.04 | 4/30/2033 | — | — | — | — | | | 5/1/2023(2) | 5/1/2025 | 19,295 | — | 2.04 | 4/30/2033 | — | — | — | — | | | 6/1/2023(2) | 6/1/2024 | 7,718 | — | 2.73 | 5/31/2033 | — | — | — | — | | | 6/1/2023(2) | 6/1/2025 | 19,295 | — | 2.73 | 5/31/2033 | — | — | — | — | | | 7/3/2023(2) | 7/1/2024 | 7,718 | — | 3.31 | 7/2/2033 | — | — | — | — | | | 7/3/2023(2) | 7/1/2025 | 19,295 | — | 3.31 | 7/2/2033 | — | — | — | — | | | 8/1/2023(2) | 8/1/2024 | 7,718 | — | 3.10 | 7/31/2033 | — | — | — | — | | | 8/1/2023(2) | 8/1/2025 | 19,295 | — | 3.10 | 7/31/2033 | — | — | — | — | | | 9/1/2023(2) | 9/1/2024 | 7,718 | — | 2.18 | 9/1/2033 | — | — | — | — | | | 9/1/2023(2) | 9/1/2025 | 19,295 | — | 2.18 | 9/1/2033 | — | — | — | — | | | 10/2/2023(2) | 10/1/2024 | 7,718 | — | 1.77 | 10/2/2033 | — | — | — | — | | | 10/2/2023(2) | 10/1/2025 | 19,295 | — | 1.77 | 10/2/2033 | — | — | — | — | | | 11/1/2023(2) | 11/1/2024 | 7,718 | — | 1.76 | 11/1/2033 | — | — | — | — | | | 11/1/2023(2) | 11/1/2025 | 19,295 | — | 1.76 | 11/1/2033 | — | — | — | — | | | 12/1/2023(8) | 12/1/2024 | — | 19,295 | 1.64 | 12/1/2033 | — | — | — | — | | | 12/1/2023(2) | 12/1/2025 | 7,718 | — | 1.64 | 12/1/2033 | — | — | — | — | | | 7/5/2024(9) | 1/15/2025 | — | — | — | — | 892,857 | 1,875,000 | — | — | | | 3/7/2025(10) | 4/15/2025 | — | — | — | — | 654,070 | 1,373,547 | — | — | | | 8/27/2025(4) | — | — | — | — | — | — | — | 947,867 | $1,990,521 |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | | | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price ($) | 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(16) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(17) | | Name | | | Exercisable (#)(1) | Unexercisable (#)(1) | | | | | | | | 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 | — | — | — | — | | | 10/5/2022(2) | 10/1/2024 | 74,000 | — | 2.79 | 10/4/2032 | — | — | — | — | | | 3/6/2024(11) | 7/15/2024 | — | — | — | — | 39,414 | 82,769 | — | — | | | 7/5/2024(9) | 1/15/2025 | — | — | — | — | 458,334 | 962,501 | — | — | | | 3/7/2025(12) | 4/15/2026 | — | — | — | — | 96,899 | 203,488 | — | — | | | 3/7/2025(13) | 4/15/2027 | — | — | — | — | 290,697 | 610,464 | — | — | | Michael Kiernan | 4/30/2020(2) | 4/1/2020 | 29,330 | — | 2.37 | 4/29/2030 | — | — | — | — | | | 4/30/2020(2) | 4/1/2022 | 63,973 | — | 2.37 | 4/29/2030 | — | — | — | — | | | 3/24/2021(2) | 4/1/2023 | 15,475 | — | 2.41 | 3/24/2031 | — | — | — | — | | | 10/5/2022(2) | 10/1/2024 | 47,500 | — | 2.79 | 10/4/2032 | — | — | — | — | | | 3/6/2024(14) | 7/15/2024 | — | — | — | — | 15,764 | 33,104 | — | — | | | 10/1/2024(15) | 10/15/2024 | — | — | — | — | 33,830 | 71,043 | — | — | | | 12/23/2024(9) | 1/15/2025 | — | — | — | — | 325,000 | 682,500 | — | — | | Matt Anderson | 8/7/2019(2) | 8/7/2019 | 145,646 | — | 2.19 | 8/6/2029 | — | — | — | — | | | 3/24/2021(2) | 3/24/2021 | 111,229 | — | 2.41 | 3/23/2031 | — | — | — | — | | | 3/24/2021(2) | 3/24/2021 | 41,628 | — | 2.41 | 3/23/2031 | — | — | — | — | | | 3/25/2022(2) | 3/25/2022 | 31,683 | — | 6.06 | 3/24/2032 | — | — | — | — | | | 3/25/2022(2) | 3/25/2022 | 19,801 | — | 6.06 | 3/24/2032 | — | — | — | — | | | 10/5/2022(2) | 10/5/2022 | 148,000 | — | 2.79 | 10/4/2032 | — | — | — | — |
Outstanding Equity Awards at 2025 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, 2025. 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 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 April 15, 2025, subject to the executive’s continued service. 6.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 April 15, 2026, subject to the executive’s continued service.
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
7.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, 2025, subject to the executive’s continued service. 8.The stock option will vest as to 100% of the shares subject to the option on January 1, 2026. 9.The RSU award will vest 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. 10.The RSU award will vest in twelve equal quarterly installments over three calendar years 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. 11.The RSU award will vest 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. 12.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, 2026, subject to the executive’s continued service. 13.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, 2027, subject to the executive’s continued service. 14.The RSU award will vest in six quarterly installments, with 1/6th of the total number of shares vesting on the Vesting Commencement Date; thereafter, (a) for the next three vesting events following the Vesting Commencement Date, an additional 1/6th of the total number of shares will vest on each subsequent Quarterly Vest Date, and (b) for the remaining four vesting events, an additional 1/12th of the total number of shares will vest on each subsequent Quarterly Vest Date; subject to the executive’s continued service. “Quarterly Vest Date” means January 15, April 15, July 15 and October 15 of each calendar year. 15.The RSU award will vest in six 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 January 15, 2025, subject to the executive’s continued service. 16.Represents the market value of the shares underlying the number of unvested RSUs as of December 31, 2025, based on the closing price our common stock of $2.10 on December 31, 2025. 17.Represents the market value of the shares underlying the number of unvested PSUs as of December 31, 2025, based on the closing price of our common stock of $2.10 on December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
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2025 Stock Option Exercises and Stock Vested Table
2025 Stock Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers, the number of shares of our common stock acquired upon the vesting of RSUs and the exercise of stock options during 2025 and the aggregate value realized upon the vesting of RSUs and exercise of stock options.
2025 Stock Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Nirav Tolia | — | — | 1,387,880 | 1,730,240 | | Matt Anderson | 323,827 | 168,749 | 473,299 | 569,711 | | Sophia Schwartz | — | — | 440,095 | 508,737 | | Michael Kiernan | 99,639 | 34,874 | 320,075 | 339,472 | | Craig Lisowski | — | — | 1,148,512 | 1,251,316 | | Indrajit Ponnambalam | — | — | — | — |
2025 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 in 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 “—Annual Merit Awards—2025 Awards” 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. Lisowski PSUs. As noted above in the section titled “—Promotion and New Hire Equity Awards” in the event of a change in control transaction, the vesting of the Lisowski 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 Lisowski 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, 2025. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2025, and the price per share of our Class A common stock is $2.10, the closing price on the New York Stock Exchange as of December 31, 2025, the final trading day in the year ended December 31, 2025. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. For Mr. Anderson, the table shows the actual amounts provided under this termination of employment.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Qualifying Termination of Employment - No Change-of-Control | | | | | Qualifying Termination of Employment - Change-of-Control | | | | | | | Cash Severance Payment ($)(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 | — | 7,807,575 | 8,807,575 | | Indrajit Ponnambalam | 275,000 | 16,745 | — | 291,745 | | 550,000 | — | 33,490 | 3,469,162 | 4,052,652 | | Craig Lisowski | 275,000 | 22,629 | — | 297,629 | | 550,000 | — | 45,259 | 3,327,928 | 3,923,187 | | Sophia Schwartz | 275,000 | 16,538 | — | 291,538 | | 550,000 | — | 33,075 | 1,859,222 | 2,442,297 | | Michael Kiernan | 187,500 | 5,578 | — | 193,078 | | 375,000 | 375,000 | 11,156 | 786,647 | 1,547,803 | | Matt Anderson(7) | — | — | — | — | — | — | — | — | — | — |
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, 2025. 2.Represents six months of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. 3.The value of option acceleration was calculated by multiplying (i) the number of accelerated shares of common stock underlying the unvested, in-the-money options by (ii) $2.10, the closing stock price per share of our common stock on December 31, 2025, the final trading day in the year ended December 31, 2025, less the exercise price. Where the unvested stock options held by the named executive officers as of December 31, 2025 were not in-the-money, there was no value associated with the acceleration of equity awards as of December 31, 2025. The value of RSU acceleration was calculated by multiplying (i) the number of shares of common stock underlying the unvested RSUs by (ii) $2.10, the closing stock price per share of our common stock on December 31, 2025, the final trading day in the year ended December 31, 2025. The value of PSU acceleration was calculated by multiplying (i) the number of shares of common stock underlying the unvested PSUs by (ii) $2.10, the closing stock price per share of our common stock on December 31, 2025, the final trading day in the year ended December 31, 2025, with vesting of the PSU awards determined based on whether the applicable stock price targets are achieved at such price; where the applicable stock price target was not achieved at $2.10, there was no value associated with the acceleration of such PSU awards as of December 31, 2025. 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, 2025. The amount for Mr. Tolia reflects 100% of his annual bonus opportunity amount of $500,000 for 2025. The amount for Mr. Kiernan reflects his target cash incentive compensation amount of $375,000 for 2025. 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.Matt Anderson resigned from his position as Chief Financial Officer and Treasurer, effective September 1, 2025. Mr. Anderson did not receive any severance payment or COBRA continuation benefits in connection with his resignation. For further information regarding Mr. Anderson's departure, see "Other Compensation Practices and Policies—Severance and Change in Control Benefits—Matt Anderson Advisor Agreement."
Potential Payments Upon Termination or Change in Control
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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 Chief Executive Officer) (the "CEO Pay Ratio"). For 2025: •The annual total compensation of our Chief Executive Officer, Mr. Tolia, was $3,320,802; •The median of the annual total compensation of all of our employees (except for our Chief Executive Officer) was $269,917; and •The CEO Pay Ratio was 12 to 1. The CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The significant decrease in the CEO Pay Ratio from 2024 reflects the absence of the one-time new hire equity awards granted to Mr. Tolia in connection with his appointment as Chief Executive Officer in 2024, which resulted in an unusually high CEO Pay Ratio in that year. The 2025 CEO Pay Ratio is more reflective of our ongoing executive compensation program. To identify our median employee, we used the following methodology: •We selected December 31, 2025, 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 2025 base salary, employee variable cash payments in 2025, and the fair value of equity awards granted in 2025. •We calculated the aggregate grant date fair value of 2025 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, 2025. Once the median employee was identified, their annual total compensation for 2025 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 ($)(6) | | | | 2025 | — | — | 3,262,222 | 176,546 | 2,041,132 | 1,276,000 | 16 | 110 | (54,204,000) | 257,647,000 | | 2024 | 429,887 | (2,179,392) | 21,177,204 | 22,970,771 | 1,806,642 | 1,075,741 | 18 | 99 | (98,063,000) | 247,276,000 | | 2023 | 2,935,566 | 3,383,305 | — | — | 2,137,004 | 2,179,224 | 15 | 75 | (147,765,000) | 218,309,000 | | 2022 | 8,345,638 | (25,774,942) | — | — | 1,807,149 | (2,667,549) | 16 | 50 | (137,916,000) | 212,765,000 | | 2021 | 20,110,434 | 72,326,440 | — | — | 2,047,492 | 5,423,173 | 61 | 91 | (95,325,000) | 192,197,000 |
Pay Versus Performance
1.Sarah Friar served as our PEO for the entirety of 2021, 2022, and 2023. For 2024, our PEOs were Sarah Friar and Nirav Tolia. Nirav Tolia served as our PEO for the entirety of 2025. Our Non-PEO NEOs for the applicable years were as follows: •2021: Michael Doyle and John Orta •2022: Michael Doyle, John Orta and Heidi Andersen •2023: Michael Doyle, Matthew Anderson, Heidi Andersen and John Orta •2024: Matthew Anderson, Sophia Schwartz, John Orta, and Heidi Andersen •2025: Indrajit Ponnambalam, Craig Lisowski, Sophia Schwartz, Michael Kiernan, and Matt Anderson 2.Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for the PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-PEO NEOs. 3.Amounts reported in this column represent the compensation actually paid to the PEO, based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance
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Pay Versus Performance
| PEOs | Nirav Tolia | | | 2025 ($) | | Summary Compensation Table - Total Compensation(a) | 3,262,222 | | – | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | (2,216,555) | | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Options Awards Granted in Fiscal Year(c) | 2,484,601 | | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | (3,062,375) | | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 240,968 | | + | | | 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) | (532,315) | | – | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | | = | | | Compensation Actually Paid | 176,546 |
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.
Pay Versus Performance
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Pay Versus Performance
4.Amounts reported in this column represent the compensation actually paid to the Non-PEO NEOs in the indicated fiscal year, based on the average total compensation for such Non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance
| NEO Average | 2025 ($) | | Summary Compensation Table - Average Total Compensation(a) | 2,041,132 | | – | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | (1,592,252) | | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Options Awards Granted in Fiscal Year(c) | 1,460,242 | | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | (98,369) | | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 77,616 | | + | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | (229,378) | | – | | | 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) | (382,991) | | = | | | Compensation Actually Paid | 1,276,000 |
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.
Pay Versus Performance
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Pay Versus Performance
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, 2025. The comparison assumes $100 was invested in our Class A common stock on November 8, 2021, through the end of the year listed in our of our Class A common stock and in the Dow Jones Internet Composite Index (same period as used in footnote 5). Historic stock price performance is not necessarily indicative of future stock price performance. 7.The dollar amounts represent the amount of net income (loss) reflected in our audited financial statements for the applicable fiscal year. 8.We determined revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs because revenue is a key driver of our performance and stockholder value creation, and given our stage, our focus is on growing our revenue. Revenue was also weighted in the Chief Executive Officer's annual bonus plan for 2025, presenting 50% of the total bonus opportunity. The dollar amounts represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year.