(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

 

March 9, 2023

Dear Stockholders of ContextLogic Inc.:

It is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders (“Annual Meeting” or “2023 Annual Meeting”) of ContextLogic Inc. d/b/a Wish, to be held on Monday, April 10, 2023 at 10 a.m. Pacific Daylight Time. Our Annual Meeting will be completely virtual. We believe a virtual annual meeting provides safe and expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023.

Details regarding the business to be conducted at our Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

On or around March 9, 2023, we expect to mail to our stockholders the proxy statement for our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), a proxy card, and our Annual Report for the fiscal year ended December 31, 2022 (the “Annual Report”) (collectively the “proxy materials”). The Proxy Statement and proxy card will provide instructions on how to vote online or by telephone, and how to receive printed proxy materials by mail.

Whether or not you plan to virtually attend our Annual Meeting, your vote is important and we encourage you to vote promptly. You may vote by proxy over the Internet or by telephone, or, by mail by following the instructions on your proxy card. If you virtually attend our Annual Meeting, you will have the right to revoke your proxy and vote electronically during the meeting via the live webcast. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from your brokerage firm, bank, or other nominee to vote your shares.

On behalf of the Board of Directors, thank you for your continued interest in and support for Wish.

Sincerely,

 

Jun (Joe) Yan

One Sansome Street, 33^rd Floor

San Francisco, California 94104

www.wish.com

Dear Stockholders of ContextLogic Inc.:

You are cordially invited to attend the 2023 Annual Meeting (“Annual Meeting” or “2023 Annual Meeting”) of Stockholders of ContextLogic Inc. d/b/a Wish, a Delaware corporation. The meeting will be held on Monday, April 10, 2023, at 10 a.m. Pacific Daylight Time. Our Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023. At the Annual Meeting, our stockholders will be asked:

The items of business listed above are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is February 22, 2023. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Regardless of the number of shares you own, your vote is important. Therefore, even if you currently plan to virtually attend the 2023 Annual Meeting, please vote or submit your proxy as soon as possible so that your shares can be voted at the 2023 Annual Meeting in accordance with your instructions. Both telephone and internet voting are available. For specific instructions on voting, please refer to the instructions in the proxy card. If you do virtually attend the 2023 Annual Meeting and wish to vote electronically, you may withdraw your proxy at that time.

Please read the attached Proxy Statement, as it contains important information you need to know to vote at our 2023 Annual Meeting.

By Order of the Board of Directors,

 

San Francisco, California

March 9, 2023

This Proxy Statement and proxy card are furnished in connection with the solicitation of proxies to be voted at the 2023 Annual Meeting of Stockholders (“Annual Meeting” or “2023 Annual Meeting”) of ContextLogic Inc. d/b/a Wish (sometimes referred to as “we,” “us,” “our,” the “Company,” “ContextLogic,” or “Wish”), which will be held virtually on Monday, April 10, 2023, at 10 a.m. Pacific Daylight Time via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023.

On or around March 9, 2023, we began sending this Proxy Statement, the attached Notice of 2023 Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at the Annual Meeting. Although not part of this Proxy Statement, we are also sending, along with this Proxy Statement, our Annual Report, which includes our financial statements for the year ended December 31, 2022.

This Proxy Statement, the Notice of 2023 Annual Meeting of Stockholders, our form of proxy card and our Annual Report are available for viewing, printing and downloading at proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your proxy card.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2022, on the website of the Securities and Exchange Commission (“SEC”), at www.sec.gov, or in the “SEC Filings” section of the “Financial Information” section of our Investor Relations website located at ir.wish.com. You may also obtain a printed copy of our Annual Report on Form 10-K, which includes our financial statements, free of charge, by sending a written request to corporatesecretary@wish.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

These proxy materials are being provided because the Board of Directors (the “Board” or “Board of Directors”) of ContextLogic Inc. (“we,” “us,” “our,” the “Company,” “ContextLogic,” or “Wish”) is soliciting your proxy to vote at our 2023 Annual Meeting which will be held virtually on Monday, April 10, 2023, at 10:00 a.m. Pacific Daylight Time via live webcast by visiting http://www.virtualshareholdermeeting.com/WISH2023.

This Proxy Statement, along with the accompanying Notice of 2023 Annual Meeting of Stockholders and proxy card, summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

We have sent you this Proxy Statement, the Notice of 2023 Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report because you owned shares of our common stock on the record date. We intend to commence distribution of these proxy materials to stockholders on or around March 9, 2023.

The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe a virtual annual meeting provides safe and expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings. You can virtually attend the Annual Meeting at http://www.virtualshareholdermeeting.com/WISH2023, where you will be able to vote your shares and submit your questions during the meeting via the Internet. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person.

We invite you to virtually attend the Annual Meeting and request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the virtual Annual Meeting to vote your shares. Instead, you may vote by Internet, by telephone, or, by completing and mailing in your proxy card.

The Annual Meeting starts at 10:00 a.m. Pacific Daylight Time on Monday, April 10, 2023. We encourage you to access the meeting website prior to the start time to allow for check in. If you encounter any difficulties with accessing the virtual meeting at any point, please call the technical support number that will be posted on the virtual meeting log-in page.

You do not need to register to virtually attend the Annual Meeting webcast. Follow the instructions on your proxy card to access the Annual Meeting.

If you wish to submit a question on the day of the Annual Meeting, you may log in to the virtual meeting platform at http://www.virtualshareholdermeeting.com/WISH2023 and submit your question through the Q&A tab. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, or other matters not pertinent to Annual Meeting matters will not be answered.

There are five matters scheduled for a vote:

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING (continued)

 

The Board of Directors recommends the following votes:

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this Proxy Statement was first made available, we knew of no matters that need to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

Only stockholders of record at the close of business on February 22, 2023 will be entitled to vote at the Annual Meeting. On this record date, there were 698,625,655 shares of the Company’s common stock outstanding. Each holder of our common stock has the right to one vote for each share of common stock held as of the record date.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote electronically at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, then you are considered to be the beneficial owner of shares that are held in “street name” or a street name stockholder and the proxy materials were forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not virtually attend the Annual Meeting and vote electronically at the Annual Meeting unless you follow your broker’s procedures for voting. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”

If on February 22, 2023, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone, or by mail as described below. Stockholders may also attend the virtual meeting and vote electronically. If you hold shares through a bank or broker, please refer to your proxy card, or other information forwarded by your bank or broker to see which voting options are available to you.

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted (i) “For” the election of each of our Class I nominees for director, (ii) “For” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, (iii) “For” the advisory approval of our Company’s named executive officer compensation for the year ended December 31, 2022, (iv) “For” the Reverse Stock Split Amendment, and (v) “For” the Adjournment Proposal. However, if you are not a record holder, and your shares are held instead through a broker, nominee, fiduciary, or other custodian, you must provide voting instructions to the record holder of the shares in accordance with the record holder’s requirements in order for your shares to be properly voted. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

We are making this solicitation of proxies on behalf of our Board of Directors and will pay the solicitation costs. Our directors, officers and other employees may, without additional compensation except reimbursement for actual expenses, solicit proxies by mail, in person or by telecommunication. We will reimburse brokers, fiduciaries, custodians, and other nominees for out-of-pocket expenses incurred in sending our proxy materials to, and obtaining instructions relating to such materials from, beneficial owners. In addition, we have retained Innisfree M&A Incorporated at a fee estimated to be approximately $30,000, plus reasonable out-of-pocket expenses, to act as our proxy solicitor in connection with the proposals to be acted upon at the Annual Meeting. Pursuant to our agreement with Innisfree M&A Incorporated they will provide advice regarding proxy solicitation issues and solicit proxies from our stockholders on our behalf in connection with the Annual Meeting.

If you have any questions about submitting your proxy or require assistance, please contact our proxy solicitor at:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th

Floor New York, NY 10022

Stockholders call toll-free: (877) 687-1865

Banks and brokers call collect: (212) 750-5833

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign, and return each proxy card, or submit a proxy to ensure that all of your shares are voted.

If you reside at the same address as another Wish stockholder, you and other Wish stockholders residing at the same address will receive a single copy of the proxy materials. If you wish to receive an additional, separate copy of the proxy materials, please make a written request to: ContextLogic Inc., One Sansome Street, 33^rd Floor, San Francisco, California 94104, Attention: General Counsel and Secretary. Upon your request, we will promptly deliver a separate copy to you. The Annual Report, Proxy Statement, and Notice of 2023 Annual Meeting to Stockholders are also available at www.proxyvote.com.

Yes. You can revoke your proxy at any time before the final vote at the meeting. You may revoke your proxy in any one of three ways:

Proxies may be solicited on behalf of our Board of Directors, without any additional compensation, by the Company’s directors and employees. In addition, as discussed above, we have retained Innisfree M&A Incorporated at a fee estimated to be approximately $30,000, plus reasonable out-of-pocket expenses, to assist in the solicitation of proxies.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING (continued)

 

The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail, and personal solicitation by our directors and officers (who will receive no additional compensation for such solicitation activities) and Innisfree M&A Incorporated. You may also be solicited by advertisements in periodicals, press releases issued by us, and postings on our corporate website at ir.wish.com. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement.

Votes will be counted by the Inspector of Elections appointed for the meeting, who will separately count “For” and “Against” votes, votes “Withheld,” abstentions, and broker non-votes. Abstentions will be counted as present for purposes of determining the presence of a quorum.

If your shares are held by your bank or broker as your nominee (that is, in “street name”), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. See below for more information regarding: “What are “broker non-votes”?” and “Which proposals are considered “discretionary” or “non-discretionary”?”

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-discretionary” or “non-routine.” Routine or discretionary items are proposals considered routine under the rules of the New York Stock Exchange (“NYSE”) on which your broker may vote shares held in street name without your voting instructions. However, several large brokers have recently announced that they were eliminating the practice of discretionary voting of uninstructed shares, including on matters generally identified as “routine.” On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Under current NYSE rules, any election of a member of the Board of Directors, whether contested or uncontested, is considered “non-discretionary,” and therefore, brokers are not permitted to vote your shares held in street name for the election of directors in the absence of instructions from you.

We believe Proposal 2, Proposal 4, and Proposal 5 is each a “routine” proposal and thus your broker has discretion to vote the shares with respect to those proposals. We believe Proposal 3 (and Proposal 1) is “non-routine” and therefore, if your shares are held through a broker, nominee, fiduciary, or other custodian, your broker does not have discretion to vote the shares with respect to those proposals and your shares will not be voted on those proposals unless you provide voting instructions to your broker.

A quorum of stockholders is necessary to hold a valid meeting. A quorum exists if stockholders holding at least a majority of the voting power of the shares of common stock entitled to vote are present at the Annual Meeting in person or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy card will not be voted at the Annual Meeting for the proposals so marked.

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be available on a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days after the end of the Annual Meeting.

If you wish to submit a proposal to be considered for inclusion in next year’s proxy materials, your proposal must follow the guidelines outlined in SEC Regulation 14A, Rule 14a-8 and received by the Secretary of the Company on or before November 10, 2023. If you wish to submit a proposal to be presented at the 2024 Annual Meeting of Stockholders, but which will not be included in the Company’s proxy materials, including to nominate a director, your Solicitation Notice, as defined in our Bylaws, must be received by the Secretary of the Company at ContextLogic Inc., One Sansome Street, 33^rd Floor, San Francisco, California 94104, Attention: General Counsel and Secretary, no earlier than December 12, 2023, and no later than January 11, 2024. You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition to satisfying the foregoing advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 10, 2024.

Our directors and executive officers, and certain information about each of them as of February 22, 2023 are set forth below.

Jun (Joe) Yan served as our Interim Chief Executive Officer (our “CEO”) beginning in September 2022. In February 2023, Mr. Yan was promoted as our permanent Chief Executive Officer and was also appointed to our Board of Directors. Since January 2022, he also serves as an Operating Partner at GGV Capital, a venture capital firm. Prior to joining GGV, Mr. Yan was the Managing Director & Head of Greater China for Stripe Payments (“Stripe”), where he developed the go-to-market strategy and led efforts to implement the operating plan. Prior to Stripe, Mr. Yan served as Vice President and Global Head of Merchant Services for Wish from August 2020 to November 2020, where he oversaw the Business Development, Direct Sales, Online Sales, Account Management, Merchant Marketing & Education and Customer Support functions. Between October 2017 and February 2019, Mr. Yan was General Manager of Strategic Partnerships at Google China. He has also previously served as Group Vice President at VIP.com, as Managing Director at Fosun Venture Capital, and as a Director of International Corporate Development at Alibaba Group. Earlier in his career, Mr. Yan served as a General Manager of Global Selling at Amazon China. Mr. Yan has served on the board of directors of Rise Education Group since September 2018. Mr. Yan holds an E.M.B.A. from China Europe International Business School, an M.B.A. from Peking University and a B.S. in Economics from University of Science and Technology Beijing. We believe that Mr. Yan is qualified to serve on the Board due to his unique insights and perspective into the Company and its strategy as Chief Executive Officer and his experience with ecommerce and technology companies.

Vivian Liu has served as our Chief Operating Officer since August 2022 and Chief Financial Officer since November 2021. She previously served as Chief Financial Officer and Senior Vice President of Shutterfly, Inc. (“Shutterfly”), from April 2020 to November 2021, where she played a critical role in helping Shutterfly navigate the pandemic, while transforming the business to achieve accelerated topline growth and EBITDA improvement. Prior to joining Shutterfly, Ms. Liu served as Chief Financial Officer and Senior Vice President at the printing and imaging solution company, Lexmark International, from July 2017 to April 2020 and had previously been VP of Finance, Enterprise BG at the global information and technology company, Huawei Technology Inc. (“Huawei”). Prior to Huawei, Ms. Liu spent eight years at Cisco Systems, Inc. where she held a number of senior finance positions. Earlier in her career, Ms. Liu held finance positions with Deloitte Financial Advisory Services, Goldman Sachs, and Deloitte & Touche LLP. She began her career at China Merchants Bank in Shanghai, China. Ms. Liu has served on the board of directors of Expensify, an expense management software company since June 2022. Ms. Liu holds an M.B.A from the University of Washington and a B.A. from the Shanghai University of Finance and Economics. She is a chartered financial analyst and a certified public accountant (inactive).

Jerry Louis served as our Interim Chief Technology Officer beginning in August 2022. In February 2023, Mr. Louis was promoted as our permanent Chief Technology Officer. Prior to his role as Interim Chief Technology Officer, Mr. Louis served as our VP of Engineering, Merchant & Logistics from November 2021 to August 2022. Prior to joining us, Mr. Louis served as the Senior Director of Engineering at OpenTable (acquired by Booking Holdings) from February 2019 to November 2021 and as Director of Engineering from November 2015 to November 2021. Prior to joining OpenTable (acquired by Booking Holdings), led various engineering teams at eBay as Director of Engineering from April 2014 to November 2015, Senior Manager, Customer Insights from August 2012 to April 2014, and Senior Manager, Security & Identity Services from December 2006 to August 2012. He has also held technical and engineering roles at Plexus, Commerce One, and Eporion. Mr. Louis holds an M.S. in Computer Science from Bharathidasan University.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE

GOVERNANCE (continued)

 

Mauricio Monico served as our Chief Merchant Officer, Product beginning in August 2022. In February 2023, Mr. Monico was promoted to Chief Product Officer. Prior to his role as Chief Merchant Officer, Product, Mr. Monico served as our VP of Merchant & Logistics, Product from December 2021 to August 2022. Prior to joining us, Mr. Monico served as the head of product for marketplace and platform at Indigo Ag from April 2021 to December 2021, a unicorn startup using AI and satellites to feed the world and fight global warming. Prior to joining Indigo Ag, Mr. Monico served as the Group Product Manager at Google from September 2016 to April 2021 where he led all transactional merchant experiences for Google Shopping (from onboarding to operation and merchant success) and later led Google Search International growth strategy. As the Director of Product Management at eBay, from June 2011 to July 2015, Mr. Monico developed the omni-channel, cross-border sales platform as well as local store pickup experience, and on-boarded key partners like Target and Newegg. He has also held product leadership roles at Facebook and Microsoft. Mr. Monico holds an M.S. in Management Information System and a B.S. in Electrical Engineering from Northern Illinois University.

Rachel Wang served as our Interim Data Science Lead beginning in August 2022. In February 2023, Ms. Wang was promoted as our permanent Head of Data Science. Prior to her role as Interim Data Science Lead, Ms. Wang served as our Director of Data Science from March to August 2022 and Senior Manager of Data Science from March 2020 to February 2022. Prior to joining us, Ms. Wang served as the Manager of Data Science at TrueCar, Inc., an automotive pricing and information website for new and used car buyers. Prior to joining TrueCar, Inc., Ms. Wang held various roles at China International Capital Corporation Limited, Accenture, and BDA. Ms. Wang holds a BEng in Mechanical Engineering from Peking University and The Hong Kong University of Science and Technology and an M.A. in Quantitative Methods in the Social Sciences from Columbia University.

Julie Bradley has served on our Board of Directors since October 2020. Since July 2022, she serves as the CEO and Chairperson of the Board of RegimenMD, an online skincare marketplace. Ms. Bradley was previously the Chief Financial Officer of Tripadvisor, Inc., a publicly traded online travel planning site, from October 2011 to November 2015. Prior to joining Tripadvisor, Ms. Bradley also served as the Chief Financial Officer of Art Technology Group, Inc., a publicly traded ecommerce software company, as Vice President of Finance for Akamai Technologies, Inc., a publicly traded delivery network, cybersecurity, and cloud service company, from 2000 to 2005, and as an accountant at Deloitte & Touche LLP. Ms. Bradley currently serves on the boards of GoodRx and First Watch Restaurant Group as a member of the audit committee, and Highland Transcend Partners serving as a member of the compensation committee. Ms. Bradley previously served on the boards of other publicly traded companies, including Wayfair Inc., from September 2012 to May 2021, where she was the chair of the audit committee and a member of the governance committee, Blue Apron, Inc. from September 2015 to October 2020, Constant Contact, Inc. from June 2015 to February 2016, and ExactTarget, Inc. from September 2012 to July 2013. Ms. Bradley holds a B.A. from Wheaton College. We believe that Ms. Bradley is qualified to serve as member of our Board due to her extensive public company board experience and her finance experience at publicly traded technology companies.

Tanzeen Syed was appointed Chairperson in February 2022 and has served on our Board of Directors since October 2016. Mr. Syed is a Managing Director at General Atlantic and serves as a Director of the company, focusing on investments in General Atlantic’s Technology sector. He rejoined General Atlantic in June 2018 after working there from 2006 to September 2013. Prior to rejoining General Atlantic, Mr. Syed was a Director at Temasek, an investment company, from July 2015 until June 2018, where he led U.S. technology growth investments, and prior to that, Mr. Syed was a Vice President at Great Hill Partners from October 2013 to June 2015, where he focused on Internet and software growth investing. Mr. Syed currently serves as a director on the board of Riskified Ltd., a public portfolio company, and holds a board observer seat at Duolingo. Mr. Syed also serves as a director on the board of Kiwi.com, s.r.o., an online travel booking platform and private portfolio company of General Atlantic. Mr. Syed may be deemed to have a significant influence on the management or operations of these entities. Mr. Syed holds a B.A. in Economics and Political Science from Macalester College. We believe that Mr. Syed is qualified to serve as a member of our Board due to his extensive experience with ecommerce and technology companies.

Stephanie Tilenius has served on our Board of Directors since August 2020. She is currently the CEO of Vida Health, Inc., a mobile continuous healthcare platform, which she founded in January 2014. Ms. Tilenius was an Executive in Residence at Kleiner Perkins Caufield & Byers, a venture capital firm, from June 2012 until October 2014, primarily focusing on companies within its Digital Growth Fund. From February 2010 until June 2012, Ms. Tilenius was Vice President of Global Commerce and Payments at Google, Inc., a technology company, where she oversaw digital commerce, product search and payments. Prior to joining Google, she served in various positions at eBay Inc. from March 2001 until October 2009, ultimately as Senior Vice President of eBay.com and Global Products. Ms. Tilenius was also a co-founder of PlanetRx.com, an online healthcare provider. She currently serves on the board of directors of SeaGate Technology PLC and serves as a member of the audit committee. Within the past five years, Ms. Tilenius has served on the boards of directors of Tradesy, Tapestry, Inc., and Redbubble Limited. Ms. Tilenius holds a B.A. and an M.A from Brandeis University and

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE

GOVERNANCE (continued)

 

an M.B.A. from the Harvard Business School. We believe that Ms. Tilenius is qualified to serve as a member of our Board of Directors due to her senior executive experience in the consumer internet and ecommerce sectors, as a company founder and as a board member for other public and private companies.

Hans Tung has served on our Board of Directors since January 2014. Mr. Tung is a Managing Partner at GGV Capital, a venture capital firm, where he has worked since October 2013, in Menlo Park, CA. Prior to joining GGV, Mr. Tung was a managing partner at Qiming Venture Partners, a venture capital firm, in Shanghai, China. Mr. Tung began his VC career with Bessemer Venture Partners, a venture capital firm, in Menlo Park, CA, and was a former entrepreneur himself and a former technology banker at Merrill Lynch in New York and Hong Kong. Mr. Tung currently also serves as an independent director of Poshmark, Inc., and has served on the board of directors of private companies including Shelf Engine in Seattle, Bowery Farming in New York City, Stockx in Detroit, Yamibuy in Los Angeles, and previously Musical.ly (which is now Tiktok) and Xiaomi. He holds a B.S. in Management Science and Engineering from Stanford University. We believe that Mr. Tung is qualified to serve as a member of our Board of Directors due to his extensive experience with ecommerce companies, as well as his experience as a venture capitalist investing in technology companies.

Lawrence Kutscher has served on our Board of Directors since August 2022. He is currently Chief Executive Officer at A Place for Mom, Inc., the leading technology-driven senior living referral platform, where he has worked since April 2019. With over 20 years of executive leadership driving transformational growth for data and technology companies, Mr. Kutscher previously served as CEO of TravelClick from October 2010 to December 2018 and Register.com from November 2006 to 2010. Prior to joining Register.com, he served as the General Manager of the Small Business Group at Dun & Bradstreet, Managing Director with Goldman Sachs Wealth Management, and began his career in several leadership roles at American Express. Mr. Kutscher currently serves on the Board of A Place for Mom and previously served on the boards of Thayer Ventures Acquisition Corporation (now Inspirato Incorporated) from December 2020 to February 2022 and ReachLocal from December 2014 to August 2016. Mr. Kutscher received a B.A. in political science from Brown University and an M.B.A. from Columbia University. We believe that Mr. Kutscher is qualified to serve as a member of our Board of Directors due to his extensive senior executive experience driving transformation growth for data and technology companies and as a board member for other public and private companies.

As required under the listing standards of the Nasdaq Global Select Market (“Nasdaq”), a majority of the members of a listed company’s board of directors must be independent. Management and outside counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships, and arrangements with us (and those of their immediate family members), and other potential conflicts of interest. Other than as set forth in this Proxy Statement, these questionnaires did not disclose any transactions, relationships, or arrangements that question or compromise the independence of our directors or director nominees. After reviewing this information, during 2022 our Board of Directors affirmatively determined that each of our non-employee directors, with the exception of Mr. Szulczewski and Ms. Reses, was an independent director within the meaning of the applicable Nasdaq listing standards in 2022. The Company has also determined that each of the current directors, other than Joe Yan, our CEO, is an independent director within the meaning of the applicable Nasdaq listing standards. The independent members of our Board of Directors will hold separate regularly scheduled executive session meetings at which only independent directors are present.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE

GOVERNANCE (continued)

 

As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. During fiscal year 2022, our Board held ten (10) meetings and there were six (6) Audit Committee meetings, four (4) Compensation Committee meetings, and four (4) Nominating and Corporate Governance Committee meetings. The following table provides membership information for each Board committee during 2022:

Below is a description of each Committee of the Board of Directors. The Board of Directors has determined that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees meets the applicable rules and regulations regarding “independence” and also that each member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to Company matters.

The members of our Audit Committee are Mses. Bradley and Tilenius, and Mr. Kutscher, each of whom can read and understand fundamental financial statements. Mr. Tung served on our Audit Committee until his resignation from the Audit Committee in August 2022. Each is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members. Ms. Bradley chairs the Audit Committee. Our Board of Directors has determined that Mses. Bradley and Tilenius each qualify as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq.

Our Audit Committee assists our Board of Directors’ oversight of the quality and integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence, and performance of our independent registered public accounting firm; the effectiveness of our internal controls over financial reporting; and risk assessment and risk management. Among other matters, our Audit Committee’s responsibilities include:

To fulfill the above obligations, our Audit Committee relies on: management for the preparation and accuracy of the Company’s financial statements; both management and the Company’s internal audit function for establishing effective internal controls and procedures to ensure the Company’s compliance with accounting standards, financial reporting procedures, and applicable laws and regulations; and the Company’s independent registered public accounting firm for unbiased, diligent audit or review, as applicable, of the Company’s financial statements and the effectiveness of the Company’s internal controls over financial reporting. The members of the Audit Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures.

Our Audit Committee charter can be found on the “Corporate Governance” section of our investor relations website at ir.wish.com. Each of Mses. Bradley and Tilenius, and Messrs. Tung and Kutscher served on the Audit Committee during 2022. The Audit Committee held six (6) meetings during 2022. Each member of the Audit Committee attended all of the Audit Committee meetings, except for Mr. Tung who missed one (1) meeting.

The members of our Compensation Committee are Messrs. Syed and Tung and Ms. Tilenius who was appointed to the Compensation Committee in February 2023. Mr. Syed chairs our Compensation Committee. Each member of our Compensation Committee is: (i) independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to Compensation Committee members; (ii) a “non-employee director,” as defined in Rule 16b-3 adopted under Section 16 of the Exchange Act; and (iii) an “outside director” under Regulation Section 1.162-27 adopted under Section 162(m) of the Internal Revenue Code of 1986, as amended. Our Compensation Committee assists the Board of Directors with its oversight of the compensation of our executive officers and directors, and administers compensation and incentive plans for employees and other service providers. Among other matters, our Compensation Committee’s responsibilities include:

Our Compensation Committee charter can be found on the “Corporate Governance” section of our investor relations website at ir.wish.com. Each of Messrs. Syed and Tung served on our Compensation Committee during 2022. Our Compensation Committee held four (4) meetings and acted by written consent seven (7) times during 2022. Each member of our Compensation Committee attended all of the Compensation Committee meetings. Mr. Szulczewski and Mr. Talwar, our former Chief Executive Officers, did not participate in the

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determination of their own compensation or the compensation of directors when they were serving as Chief Executive Officer, but made recommendations to our Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees. Mr. Yan, our current Chief Executive Officer, does not participate in the determination of his own compensation or the compensation of directors. However, Mr. Yan makes recommendations to our Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and Mr. Yan participates in our Compensation Committee’s deliberations about their compensation. Ms. Liu, our Chief Operating Officer and Chief Financial Officer, also assists our Compensation Committee in its executive officer, director, and employee compensation deliberations. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors.

The members of our Nominating and Corporate Governance Committee are Messrs. Syed and Tung. Ms. Tilenius transitioned from the Nominating and Corporate Governance Committee to the Compensation Committee in February 2023. Mr. Syed chairs the Nominating and Corporate Governance Committee. Each member of our Nominating and Corporate Governance Committee is independent as currently defined under Nasdaq listing standards. Our Nominating and Corporate Governance Committee assists our Board of Directors with its oversight of and identification of individuals qualified to become members of our Board, consistent with criteria approved by our Board, and selects, or recommends that our Board selects, director nominees, develops and recommends to our Board a set of corporate governance guidelines, and oversees the evaluation of our Board. Among other matters, our Nominating and Corporate Governance Committee’s responsibilities include:

Our Nominating and Corporate Governance Committee charter can be found on the “Corporate Governance” section of our investor relations website at ir.wish.com. The Nominating and Corporate Governance Committee held four (4) meetings during 2022. Each member of the Nominating and Corporate Governance Committee attended all of the Nominating and Corporate Governance Committee meetings, except for Ms. Tilenius and Mr. Tung, who each missed one (1) meeting.

Our Nominating and Corporate Governance Committee believes that the minimum qualifications and skills that candidates for director should possess include: (i) the highest professional and personal ethics and values, (ii) a commitment to enhancing stockholder value, and (iii) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The Committee also considers the following factors, in no particular order of importance: (i) various and relevant career experience, (ii) relevant skills, such as an understanding of the Company’s business and technology, (iii) financial expertise, (iv) diversity, and (v) local and community ties. Notwithstanding the foregoing, our Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

Under our Corporate Governance Guidelines, diversity is one of several critical factors considered by the Nominating and Corporate Governance Committee when evaluating the composition of our Board of Directors, amongst other selection criteria. We consider various diversity factors when considering director candidates, including race, ethnicity, gender, age, professional experience, national origin, and geography. Our Board of Directors currently includes directors embodying a range of diversity. We believe each director contributes to our Board’s overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds.

We are committed to maintaining and enhancing the diversity of our Board of Directors and in furtherance of this, the Nominating and Corporate Governance Committee will conduct annual self-evaluations to assess its performance and effectiveness, which we expect will include its consideration of diversity and other selection criteria.

Our Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board or the Committee for consideration. If a stockholder of the Company

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wishes to recommend a director candidate for consideration by our Nominating and Corporate Governance Committee, the stockholder recommendation should be delivered to the Secretary of the Company at the principal executive offices of the Company, and must include information regarding the candidate and the stockholder making the recommendation.

Each of Messrs. Syed and Tung served on our Compensation Committee during 2022. None of the members of our Compensation Committee during the 2022 fiscal year (or at any other time) simultaneously served as an officer or employee of the Company. No interlocking relationship exists, or during the 2022 fiscal year existed, between our Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company.

Our Board of Directors represents our stockholders and the Board’s primary purpose is to build long-term stockholder value. Our Board of Directors also believes it is important to determine a board leadership structure that ensures the independent oversight of management as our Company continues to grow. Under our Corporate Governance Guidelines, our Board of Directors is not required to separate the offices of the chairperson and the chief executive officer but may do so if it deems it advisable and in the best interests of the Company and its stockholders. In early 2021, given our growth as a business, our Board of Directors determined it was an appropriate time to separate the roles of chairperson and chief executive officer and therefore appointed Ms. Reses as Executive Chair in April 2021. Consequently, given that our Executive Chair was not an independent director, as defined under the rules of the Nasdaq, our Board of Directors determined to keep the role of Lead Independent Director during 2021, which was filled by Mr. Syed. Our Executive Chair was responsible for providing strategic guidance to our Chief Executive Officer and management and was in charge of presiding over meetings of the full Board.

Our Lead Independent Director was responsible for conducting sessions with the independent directors as part of every Board of Directors meeting and chairing all meetings of the independent directors. Our Lead Independent Director also served as a liaison among our Executive Chair, our Chief Executive Officer, and the independent directors. However, upon Ms. Reses’ resignation as Executive Chair and from the Board of Directors in February 2022, our Board of Directors appointed Mr. Syed, our then serving Lead Independent Director, as Chairperson. Further, our Chief Executive Officer was appointed to the Board in February 2023, but Mr. Syed continues to serve as Chairperson. As a result, a Lead Independent Director is not necessary at this time. Our Chairperson, Mr. Syed, now has the responsibility of chairing all meetings of the Board of Directors, serving as a liaison among our Board of Directors and executive management, and assisting our Chief Executive Officer with setting the strategic vision of the Company. We believe this structure of a separate Chairperson and Chief Executive Officer, combined with a Lead Independent Director, if and when necessary, results in an effective balancing of responsibilities, and is the optimal structure for overseeing the strategic direction and leadership of the Company while also ensuring effective communication among Board members.

Our Board of Directors provides risk oversight for the Company by receiving management presentations, including risk assessments, from all functional areas of the Company, and discussing these assessments with management. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board of Directors to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cyber security, strategic, and reputational risk. Our Board of Directors administers its oversight function directly as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. Our Board of Directors has delegated responsibility related to certain risks to the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

The Audit Committee discusses with management and our independent registered public accounting firm our risk management guidelines and policies, our major financial risk exposures, and the steps needed or taken to monitor and control such exposures. The Nominating and Corporate Governance Committee has primary responsibility to oversee risks related to Board structure and composition, and corporate governance. Our Compensation Committee oversees risks related to our compensation programs, and discusses with management its annual assessment of employee compensation policies and programs. Based upon this review, our Compensation

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Committee believes that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company in the future. Specifically, we believe that the elements of our compensation program do not encourage unnecessary or excessive risk taking. Base salaries are fixed in amount, and thus do not encourage risk taking. A significant proportion of the compensation provided to our executives, and a material amount of the compensation provided to other employees, is in the form of long-term equity awards that are important to help further align employee interests with those of our stockholders. We do not believe that these awards encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our stock price, and because awards are subject to long-term vesting schedules to help ensure that employees have significant value tied to long-term stock price performance.

Stockholders wishing to communicate with our Board of Directors or with an individual member of our Board of Directors may do so by writing to our Board of Directors or to the particular member of our Board of Directors, care of the General Counsel and Secretary by mail to our principal executive offices, Attention: General Counsel and Secretary. The front of the envelope should indicate that it contains stockholder communication. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. Please note that the foregoing communication procedure does not apply to: (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals, (ii) stockholder notice pursuant to Exchange Act Rule 14a-19 and communications made in connection with such notice, or (iii) service of process or any other notice in a legal proceeding.

Our Board of Directors met ten (10) times during the 2022 fiscal year. Each member of our Board of Directors attended at least 75% of the aggregate of the meetings of our Board of Directors and of the Committees on which he or she served, held during the period for which such member was a Director or Committee Member, except for Mr. Szulczewski who missed seven (7) Board meetings. Members of our Board of Directors also consulted informally with management from time to time and our Board of Directors acted by written consent two (2) times during the 2022 fiscal year. While we do not have a formal policy regarding attendance by members of our Board of Directors at our annual meetings of stockholders, all directors are encouraged to attend our 2023 Annual Meeting of Stockholders. At our 2022 Annual Meeting of Stockholders, all of our then-serving directors were in attendance, except for Mr. Szulczewski.

Our Board of Directors has adopted corporate governance guidelines to ensure that our Board of Directors has the necessary practices in place to review and evaluate Wish’s business operations and long-term strategy. The corporate governance guidelines set forth the practices our Board of Directors follows with respect to board and corporate governance, including board leadership, evaluating management’s performance and compensation, formulating company strategy, overseeing risk management and legal and ethical compliance, and managing potential conflicts of interest, among other responsibilities. The corporate governance guidelines, as well as the charters for each committee of our board of directors, are posted on our website.

We are committed to creating and maintaining a workplace free from discrimination or harassment on the basis of race, color, citizenship, religion, creed, national origin, ancestry, gender, sexual orientation, age, marital status, veteran status, disability, medical condition, or any other status protected by applicable law. Our global employment policies and compliance trainings prohibit such discrimination and harassment. Our management team and employees are also expected to exhibit and promote honest, ethical, and respectful conduct in the workplace. Moreover, we believe our values-based culture is a critical component to our success and our employees are critical to the success of our Company. We strive to create a supportive environment, where employees can contribute, learn, and grow in their careers. Our Company also prioritizes employee development and training, which we believe has a direct impact on employee growth, engagement, and retention. Additionally, we support the well-being of our employees by providing wellness benefits to support their overall health and ongoing well-being.

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Our Board of Directors has adopted a Code of Conduct and Ethics, which applies to all of our employees, officers, including our principal executive officer, principal financial officer, and principal accounting officer, and directors. We also expect our contractors, consultants, suppliers, agents, and other third parties to follow our Code of Conduct and Ethics in connection with their work for us. The full text of our Code of Conduct and Ethics is posted on the “Corporate Governance” section of our investor relations website at ir.wish.com. We intend to disclose future amendments to, or waivers, of our Code of Conduct and Ethics as and to the extent required by SEC regulations, at the same location on our website identified above and in public filings. Our Code of Conduct and Ethics represents our commitment to business integrity. The purpose of our Code of Conduct and Ethics is to promote compliance with applicable laws, regulations, and company policies; address common ethical situations we could encounter in our business; promote integrity and the highest standards of ethical conduct; and avoid even the appearance of anything improper in connection with our business activities.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of February 22, 2023 for:

We have determined beneficial ownership in accordance with the rules of the SEC, based on information from Company records and filings with the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us and filings with the SEC, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they each beneficially own, subject to applicable community property laws.

We have based our calculation of the percentage of beneficial ownership on 698,625,655 shares of our common stock outstanding as of February 22, 2023. In cases of holders who are not directors, director nominees and named executive officers, Schedules 13G or 13D filed with the SEC (and, consequently, ownership reflected here) often reflect holdings as of a date prior to February 22, 2023.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is One Sansome Street, 33^rd Floor, San Francisco, California 94104.

Section 16(a) of the Exchange Act requires our directors, executive officers, and greater than ten percent (10%) beneficial owners of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.

To the best of our knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the 2022 fiscal year, all Section 16(a) filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were complied with, except for the following delinquent reports: (i) one Form 4 for Ms. Tilenius for two sales transactions. The Company files Section 16 reports on behalf of the Company’s directors and executive officers.

As provided by our Audit Committee charter, our Audit Committee has the primary responsibility for the review, approval, and oversight of any related party transaction. A related party includes our directors, executive officers, beneficial owners of more than 5% of our voting securities, or any member of the immediate family or person sharing the household with the foregoing persons. A related party transaction is any transaction, arrangement, or relationship (or series of similar transactions, arrangements, or relationships) in which we are, were, or will be a participant and the amount involved exceeds $120,000, and in which the related party had, has, or will have a direct or indirect material interest. Under our Related Party Transaction Policy, our management is required to submit any related party transaction not previously approved or ratified by our Audit Committee to our Audit Committee. In approving or rejecting the proposed transactions, our Audit Committee takes into account all of the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Our Audit Committee will approve only those transactions that, as determined by our Audit Committee, are in, or are not inconsistent with, our best interests and the best interests of our stockholders.

Other than as described below, since January 1, 2022, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount exceeds, or would exceed, $120,000, and in which any related party had or will have a direct or indirect material interest. We believe the terms of the transactions described below were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our Certificate of Incorporation and Bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during the 2022 fiscal year, and discusses the key factors that were considered in determining the compensation of our named executive officers. Our “named executive officers” for 2022 were:

On January 31, 2022, Mr. Szulczewski resigned from his position as our Chief Executive Officer, but remained a member of our Board of Directors until his resignation from the Board on August 9, 2022.

Mr. Vijay Talwar was appointed our Chief Executive Officer, effective February 1, 2022, and served as a member of our Board of Directors until his resignation on September 8, 2022. In connection with Mr. Talwar’s appointment and pursuant to the terms of his employment offer letter, our Board of Directors set Mr. Talwar’s base salary at $550,000 per year. Mr. Talwar also received a $1,800,000 signing bonus, which was subject to his continued employment through February 1, 2024, as well as a relocation bonus of $250,000. Pursuant to the terms of his employment offer letter, our Compensation Committee granted Mr. Talwar an award of restricted stock units (“RSUs”) for 4,633,204 shares of our common stock. 25% of the RSUs were scheduled to vest on February 15, 2023, and the remaining RSUs were scheduled to vest in equal quarterly installments over the following three years, subject to Mr. Talwar’s continuous service with us through each such vesting date. Additionally, our Compensation Committee awarded Mr. Talwar an option to purchase 6,486,486 shares of our common stock. The option was scheduled to vest in equal quarterly installments over four years beginning on February 15, 2022, subject to Mr. Talwar’s continuous service with us through each such vesting date. Mr. Talwar also entered into a severance and change in control agreement in connection with the commencement of his employment, pursuant to which he was eligible to receive certain severance benefits and payments upon certain terminations of employment either inconnection with or not in connection with a change in control, as further described below in “Employment Arrangements”.

In connection with Mr. Talwar’s resignation from his employment with us, we entered into a separation agreement with Mr. Talwar pursuant to which he received the following severance benefits in exchange for a release of claims: a lump sum cash payment of $2,025,000 (equal to 18 months of his base salary), an additional lump sum cash payment of $40,238 (equal to 18 months of his benefit premiums), an additional lump sum cash payment equal to the remaining unpaid installments of his signing bonus, and 12 months of vesting acceleration of his equity awards.

Upon Mr. Talwar’s resignation, Mr. Jun (Joe) Yan was appointed to the role of Interim Chief Executive Officer, effective September 8, 2022. In connection with Mr. Yan’s appointment and pursuant to the terms of his employment offer letter, our Compensation Committee set Mr. Yan’s base salary at $550,000 per year. Mr. Yan also received a $200,000 relocation bonus. Pursuant to the terms of his employment offer letter, our Compensation Committee granted Mr. Yan an RSU award for 1,948,051 shares of our common stock. 50% of the RSUs

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are scheduled to vest on May 15, 2023, and the remaining 50% of the RSUs are scheduled to vest on November 15, 2023, subject to Mr. Yan’s continuous service with us through each such vesting date. Additionally, our Compensation Committee awarded Mr. Yan an option to purchase 1,948,051 shares of our common stock. 50% of the option is scheduled to vest on May 15, 2023, and the remaining 50% is scheduled to vest on November 15, 2023, subject to Mr. Yan’s continuous service with us through each such vesting date. Pursuant to his offer letter for the role of Interim Chief Executive Officer, Mr. Yan was eligible for the acceleration of vesting of 50% of the shares subject to both his RSU and option awards if Mr. Yan’s employment was terminated, Mr. Yan did not remain the Company’s Interim Chief Executive Officer or Mr. Yan did not become the Company’s Chief Executive Officer, in each case prior to the completion of 6 months of continuous employment with the Company.

Effective February 21, 2023, Mr. Yan was appointed our permanent Chief Executive Officer and as a member of our Board of Directors. In connection with such appointment, we entered into a new offer letter with Mr. Yan, pursuant to which his base salary remained set at $550,000 per year. In addition, and pursuant to the terms of such new offer letter, our Board of Directors granted Mr. Yan an award of RSUs for that number of shares equal to $3,000,000 divided by the average closing price of a share of our common stock as reported on Nasdaq during the full calendar month prior to the date of grant of the equity award, rounded down to the nearest whole share. 1/8th of the RSUs are scheduled to vest on May 15, 2023, and an additional 1/8th of RSUs will vest on each quarterly Company vesting date thereafter, subject to Mr. Yan’s continuous service with us through each such vesting date. Additionally, our Board of Directors granted Mr. Yan an option to purchase that number of shares of our common stock equal to $5,390,000 divided by the average closing price of a share of our common stock as reported on Nasdaq during the full calendar month prior to the date of grant of the equity award, rounded down to the nearest whole share. 1/8th of the option shares are scheduled to vest on May 15, 2023, and an additional 1/8th of the option shares will vest on each quarterly Company vesting date thereafter, subject to Mr. Yan’s continuous service with us through each such vesting date. We also entered into a severance and change in control agreement with Mr. Yan in connection with his appointment to the permanent role as our Chief Executive Officer, pursuant to which he is eligible to receive certain severance benefits and payments upon certain terminations of employment either in connection with or not in connection with a change in control, as further described below in “Employment Arrangements”.

Our executive compensation program is designed to allow us to hire, retain, and motivate talented executives, who enable us to succeed in a rapidly evolving competitive environment and achieve our financial and strategic objectives. We expect our executive team to demonstrate strong leadership and management capabilities and to strengthen our culture, all of which are critical to our success.

Our executive compensation program is oriented towards our long-term retention and value creation objectives, and structured to ensure that a significant portion of an executive’s target total direct compensation opportunity is at risk and tied to the creation of stockholder value.

Our executive compensation program is simple and easy to understand and administer. We avoid tying executive compensation to a limited number of prescribed short-term financial or strategic objectives. Instead, we strive to achieve the following objectives:

For our executives other than our CEO, our compensation program generally contains two basic components:

To focus our named executive officers on the achievement of our business objectives, a majority of their compensation is equity-based. We emphasize the use of equity compensation in the form of RSU awards to motivate our named executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create sustainable long-term value for our stockholders. Our use of RSU

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awards is also consistent with broad competitive market practices at comparable technology companies. We believe that having a substantial portion of our named executive officers’ target total direct compensation tied to RSU awards aligns more closely with our business strategy to focus on long-term growth and innovation. We desire that our named executive officers share in the risk and rewards of our long-term performance, similar to our stockholders.

For our executive officers, we may also grant discretionary performance-based RSU awards, which we believe provide greater incentive and retention objectives for them, as well as further aligning their interests with those of our stockholders.

To maintain a competitive executive compensation program, we offer cash compensation in the form of annual base salaries to reward individual contributions and to compensate our executives for their day-to-day responsibilities. We typically do not also provide any form of short-term cash incentive program to our executive officers; however, in 2022 we paid a promotion-related bonus to our Chief Administrative Officer, General Counsel and Secretary, in conjunction with his promotion to Chief Administrative Officer. We expect our named executive officers to perform at a level deserving of a bonus, however, and have taken this into consideration along with our ongoing corporate financial performance in establishing their current target total direct compensation opportunities.

Our Compensation Committee evaluates our compensation policies and practices on an ongoing basis to determine whether they are appropriate to hire, retain, and reward outstanding performers. Such evaluations may result in refinements to the compensation program, including changes in how compensation is determined and awarded.

At our 2021 annual meeting of stockholders, we conducted a non-binding stockholder advisory vote on the frequency with which we should hold future non-binding stockholder advisory votes on the compensation of our named executive officers (known as a “say on pay” vote). Our stockholders overwhelmingly agreed with the recommendation of our Board of Directors that we should hold our say on pay vote on an annual basis.

At our 2022 annual meeting of stockholders, our stockholders overwhelmingly agreed with the recommendation of our Board of Directors to approve, on an advisory basis, the compensation of our named executive officers with over 98% of the votes cast (not including abstentions and broker non-votes) voted in favor of the say on pay proposal.

Our Compensation Committee considers feedback from our stockholders, including the results of the say on pay vote, and based on the support of our stockholders, our Compensation Committee believes that our stockholders support the underlying philosophy and design of our executive compensation program and has made no substantive changes to our executive compensation program for 2023.

During 2022, our former CEOs, our then-Interim Chief Executive Officer, our Board of Directors, and our Compensation Committee were involved in determining the compensation of our executive officers, including our named executive officers.

Our Compensation Committee is responsible for our executive compensation program, including establishing our executive compensation philosophy, policies, and practices, and making compensation recommendations to our Board of Directors on all compensation of all our executive officers, including our named executive officers. Our Compensation Committee is also responsible for making recommendations to our Board of Directors regarding the form and amount of cash- and equity-based and other compensation to be paid to our non-employee directors. The members of our Compensation Committee periodically discuss our overall executive compensation philosophy and review quantitative competitive market data (with the assistance of external consultants and advisors) along with applicable qualitative factors relevant to compensation-decision making, including company and executive performance. As a publicly-traded company, we expect that our Compensation Committee will continue to review, evaluate, modify, and enhance our executive compensation program. Consequently, our executive compensation program may, over time, vary from our historical practices.

Our business is conducted by our employees, managers, and officers, under the direction of our CEO and with the oversight of our Board of Directors, to enhance the long-term value of our Company and seek the best interests of our stockholders. Although our CEO does not participate in the determination of his own compensation or the compensation of the non-employee members of our Board of Directors, he does make recommendations to our Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and participates in some of the deliberations about their compensation. Aside from our CEO and,

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occasionally, our Chief Administrative Officer and General Counsel, no other executive officers participate in the determination of the amount or form of the compensation of our executive officers or directors. However, our Compensation Committee may invite any director, executive officer, or employee of the Company to participate in meetings as deemed necessary to carry out its responsibilities, provided that no such executive officer or employee will be present at meetings at which their own compensation or performance is determined.

Our Compensation Committee has the authority to engage the services of external consultants and advisors to assist it in making recommendations and decisions regarding our executive compensation program. Compensia, a national compensation consulting firm, was originally retained by us to provide executive compensation advisory services in 2022. The advisory services Compensia provides to our Compensation Committee include the following:

Our Compensation Committee has assessed the independence of Compensia pursuant to SEC rules and the applicable Nasdaq listing standards, and concluded that no conflict of interest arises from the work performed by Compensia or exists that would prevent Compensia from being considered independent.

To assist our Compensation Committee in evaluating the different components of compensation to be paid to our executive officers, our Compensation Committee relies on compensation data from a group of peer companies developed with the assistance of Compensia.

In July 2020, our Compensation Committee determined the companies that would constitute our compensation peer group, and our Compensation Committee continued to use the same compensation peer group in 2021 and 2022 until a new peer group was determined in July 2022. Compensia identified potential peer companies using the following criteria:

Based on these criteria, our Compensation Committee approved, in July 2020, the following companies to comprise the compensation peer group (the “2020 Peer Group”). The 2020 Peer Group formed the basis for the Compensation Committee’s 2022 executive annual and mid-year compensation recommendations.

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In July 2022, our Compensation Committee re-evaluated our current peer group due to changes in our revenue and market capitalization and determined the companies that would constitute our revised compensation peer group for the remainder of 2022 and 2023. Our new peer group was not used for any 2022 compensation-related decisions, but will be utilized for compensation-related decisions in 2023 and future years. The following criteria was utilized by Compensia to identify potential peer companies:

Based on these criteria, our Compensation Committee approved, in July 2022, the following companies to comprise the compensation peer group (the “2022 Peer Group”). The 2022 Peer Group will form the basis of our 2023 executive compensation recommendations.

We use base salary and equity compensation to provide an overall competitive total compensation package for our executive officers, including our named executive officers. Executive compensation is assessed by our Compensation Committee in the last quarter of each year, with recommendations discussed at the February Compensation Committee meeting.

Set forth below are the key elements of the compensation program for our executive officers for 2022.

Our Compensation Committee reviews the base salaries of our executive officers in connection with our annual performance review cycle. In February 2022, the Compensation Committee reviewed the base salaries of our executive officers utilizing an analysis prepared by Compensia, taking into account competitive market data from our 2020 Peer Group, and a review of each individual’s performance, criticality, tenure, and expected future contributions. In connection with the February 2022 review of the base salaries of our executive officers, the Compensation Committee determined that it would increase the base salaries of Messrs. Jain, Shah, and Kassaei to $550,000, respectively, as a result of their performance, criticality, and expected future contributions. Such salaries became effective in April 2022. The salaries of our then-current CEO and Ms. Liu were not increased at such time, because both were recently hired by us.

EXECUTIVE COMPENSATION (continued)

 

The base salaries of Messrs. Talwar and Yan were set by our Compensation Committee at the time of their commencement of employment with us, taking into account previous experience, competitive market data and benchmarks, critically needed skills and expected future contributions, and which reflected their individual negotiation with us as part of their employment packages with us.

The annual base salaries of our named executive officers during 2022 (and 2021, to the extent the named executive officer was employed by us at that time) were as follows:

While we typically do not provide short-term cash incentives to our named executive officers, Mr. Shah received a one-time discretionary cash bonus in the amount of $500,000 for his contributions in 2022 and in connection with his promotion to Chief Administrative Officer. The cash bonus was payable in two installments, with $125,000 paid on August 15, 2022, and $375,000 paid on November 15, 2022. Additionally, a $220,000 one-time cash bonus was paid to Mr. Shah in March 2022 to assist with Mr. Shah’s tax obligations triggered by the settlement of RSUs that vested upon our initial public offering. This one-time discretionary cash bonus was paid to select employees who met the eligibility criteria to help cover their obligations triggered by the settlement of their RSUs that vested upon our initial public offering.

In 2022, we used both options and RSU awards as the long-term incentive compensation component of our executive compensation program. Options were granted solely to our newly hired executive officers Messrs. Talwar and Yan in connection with the commencement of their employment with us, with RSUs remaining the primary type of equity award utilized for annual refresh and promotional awards to our executives.

Consistent with our compensation objectives, we believe this approach aligned our named executive officers’ target total direct compensation with our long-term interests and allowed our named executive officers to be accountable for and participate in any future appreciation in our common stock. Our RSU awards typically include a multi-year service-based vesting requirement, allowing them to serve as an effective retention tool while also motivating our named executive officers to work toward achieving our corporate objectives that we believe provide a meaningful return to our stockholders. Our stock options provide our newly hired executive officers with realizable value over time only if our stockholders also realize value after the date options are granted, thereby furthering the alignment of the interests of these executive officers and stockholders.

In granting equity awards, our Compensation Committee generally considers, among other things, the named executive officer’s cash compensation, the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value, our financial results, our total annual equity budget and any share pool funding constraints, an evaluation of the expected and actual performance of each named executive officer, their individual contributions and responsibilities, the retention hold of their existing outstanding and unvested equity awards and how that hold lapses over time as the awards vest, and the recommendations of our then-current Chief Executive Officer (except with respect to his own equity awards) which take into account an analysis of competitive market data prepared by Compensia and internal pay parity considerations.

As part of our performance review cycle in March 2022, our Compensation Committee considered the aforementioned factors to formulate its recommendation to our Board of Directors, which considered the recommendations as well as the factors described above and determined that Ms. Liu and Messrs. Jain, Shah, and Kassaei be granted refresh awards in connection with the annual performance review.

EXECUTIVE COMPENSATION (continued)

 

The annual refresh awards granted to Ms. Liu and Messrs. Jain, Kassaei and Shah in 2022 are set forth in the following table and were scheduled to vest as follows: 1/12^th of the total number of RSUs will vest on each of the quarterly Company vesting dates following the date of grant, subject to the executive officer’s continued service to us through each such vesting date. The quarterly Company vesting dates are February 15^th, May 15^th, August 15^th and November 15^th.

In connection with their commencement of employment with us in 2022, each of Messrs. Talwar and Yan received RSU and option awards.

In connection with Mr. Talwar’s appointment and pursuant to the terms of his employment offer letter, our Compensation Committee, granted Mr. Talwar an RSU award for 4,633,204 shares of our common stock. 25% of the RSUs were scheduled to vest on February 15, 2023, and the remaining RSUs were scheduled to vest in equal quarterly installments over the following three years, subject to Mr. Talwar’s continuous service with us through each such vesting date. Additionally, our Compensation Committee awarded Mr. Talwar an option to purchase 6,486,486 shares of our common stock. The option was scheduled to vest in equal quarterly installments over four years beginning on February 15, 2022, subject to Mr. Talwar’s continuous service with us through each such vesting date. In connection with Mr. Talwar’s resignation on September 8, 2022, Mr. Talwar entered into a separation agreement with us, pursuant to which he received accelerated vesting as to 1,737,451 of such RSUs and 1,621,622 of the shares subject to his option, and the remaining unvested RSUs and option shares were forfeited at such time.

Following Mr. Talwar’s resignation, in connection with Mr. Yan’s appointment as Interim Chief Executive Officer and pursuant to the terms of his employment offer letter, our Board of Directors granted Mr. Yan an RSU award for 1,948,051 shares of our common stock. 50% of the RSUs will vest on May 15, 2023, and the remaining 50% of the RSUs will vest on November 15, 2023, subject to Mr. Yan’s continuous service with us through each such vesting date. Mr. Yan was also granted an option to purchase 1,948,051 shares of our common stock. 50% of the option shares will vest on May 15, 2023, and the remaining 50% will vest on November 15, 2023, subject to Mr. Yan’s continuous service with us through each such vesting date. Pursuant to his offer letter for the role of Interim Chief Executive Officer, we agreed to provide Mr. Yan with accelerated vesting of his options and RSUs if Mr. Yan’s employment was terminated, Mr. Yan did not remain the Company’s Interim Chief Executive Officer or Mr. Yan did not become the Company’s Chief Executive Officer, in each case prior to the completion of 6 months of continuous employment with the Company.

The new hire awards granted to our named executive officers in 2022 are set forth in the following table:

In connection with his promotion to Chief Administration Officer, Mr. Shah received a grant of RSUs for 1,750,000 shares of our common stock. The RSU award will vest as to 1/8^th of the total shares underlying the RSU award on February 15, 2023 and 1/8^th of the total shares underlying the RSU award on each of the quarterly Company vest dates occurring after the initial vest date, subject to his continuous service to us through the vesting date.

EXECUTIVE COMPENSATION (continued)

 

In December 2020, in conjunction with our initial public offering, Mr. Szulczewski was granted an award of RSUs under our 2010 Stock Plan covering 10,021,500 shares of our common stock (the “CEO Performance Award”). As more fully described in our 2021 proxy statement, the CEO Performance Award was intended to provide retention, incentive and stockholder alignment objectives for Mr. Szulczewski and was only eligible to vest if he satisfied a service-based vesting condition and we achieved certain rigorous stock price targets over a period of up to seven years following our initial public offering. None of the stock price performance targets were achieved and Mr. Szulczewski did not vest in any portion of the CEO Performance Award during 2021. Additionally, as a result of Mr. Szulczewski’s resignation as our CEO in February 2022, the CEO Performance Award was forfeited in its entirety by Mr. Szulczewski and he will no longer eligible to vest in any portion of the award.

Our named executive officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees. These benefits include medical, dental, and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, wellness benefits, and commuter benefits.

We design our employee benefits programs to be competitive in relation to the market as well as compliant with applicable laws and best practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws, practices, and the competitive market.

We maintain a Section 401(k) plan for our employees in the United States, including our named executive officers. The Section 401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), so that contributions to the plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn, and so that contributions made by us, if any, will be deductible by us when made. Currently, we do not provide company matching contributions to participants in the Section 401(k) plan. Additionally, the plan also allows for employee contributions to be made on an after-tax basis in the form of Roth contributions. These contributions are intended to qualify under Section 402A of the Code and are designated to grow with tax-free earnings and are distributed at retirement without triggering any future income tax liability.

We do not provide pension or other defined benefit plan arrangements for our named executive officers or other employees, nor do we provide any nonqualified defined contribution or other deferred compensation plans to any of our employees, except where required by local law.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our named executive officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. During 2022, none of our named executive officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee.

We have entered into written employment offer letters with each of our named executive officers. We believe that these arrangements were necessary to secure the service of these individuals in a highly competitive job market.

Each of these employment offer letters does not have a specific term, provides for “at will” employment (meaning that either we or the named executive officer may terminate the employment relationship at any time, with or without cause, and with or without notice) and generally sets forth the named executive officer’s initial base salary, eligibility to participate in our standard employee health and welfare benefit plans and programs, and includes a recommendation for an equity award to be approved by our Compensation Committee or our Board of Directors. In addition, each of these employment offer letters required the named executive officer to execute our standard Proprietary (Confidential) Information and Invention Assignment Agreement.

EXECUTIVE COMPENSATION (continued)

 

Our named executive officers are also generally eligible for certain severance and change in control-related payments and benefits pursuant to their employment offer letters and/or their severance and change in control agreements. Our severance and change in control agreements provide for certain compensation and protections in the event of certain involuntary terminations of employment, including a termination of employment in connection with a change in control of the Company, in exchange for a general release of claims in favor of the Company. We believe these severance and change in control agreements provide reasonable compensation in the form of severance pay and certain limited benefits to the named executive officer, if he or she leaves our employ under certain circumstances, to facilitate his or her transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to sign a separation and release agreement in a form prescribed by us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We believe that these agreements help maintain our named executive officers’ continued focus on their assigned duties to maximize stockholder value if there is a potential change in control transaction and mitigate the risk of subsequent disputes or litigation. The terms and conditions of these agreements were approved by our Board of Directors after an analysis of competitive market data in consultation with Compensia.

We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company accompanied by an involuntary termination of employment, are essential to attracting and retaining highly-qualified executive officers. Our Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining our named executive officers’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. We do not provide tax reimbursement (or “gross-up”) payments to our executive officers relating to a change in control of the Company in the event that the transaction involves a “parachute payment” as defined in Section 280G of the Code and triggers an excise tax under section 4999 of the Code. Further, we have no such obligations in place with respect to any of our executive officers, including our named executive officers.

In connection with Mr. Talwar’s resignation from employment with us in September 2022, we entered into a separation agreement with Mr. Talwar pursuant to which he received the following severance benefits in exchange for a release of claims: a lump sum cash payment equal to 18 months of his base salary, an additional lump sum cash payment equal to 18 months of his benefit premiums, an additional lump sum cash payment equal to the remaining unpaid installments of his signing bonus, and 12 months of vesting acceleration of his equity awards.

For detailed descriptions of the post-employment compensation arrangements with our current named executive officers, as well as an estimate of the potential payments and benefits payable thereunder, see “Potential Payments upon Termination or Change in Control” below.

As a general matter, we review and consider the various tax and accounting implications of the compensation vehicles that we use.

In approving the amount and form of compensation for our named executive officers, our Compensation Committee and our Board of Directors consider all elements of our cost of providing such compensation, including the potential impact of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Our Board of Directors believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some portion may result in non-deductible compensation expense. Thus, we expect that in future years, some portion of the compensation of our named executive officers may not be fully deductible by us for federal income tax purposes.

We follow FASB ASC Topic 718, Compensation—Stock Compensation, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payments made to our employees and the non-employee members of our Board of Directors, including options to purchase shares of our common stock and other stock-based awards, based on the grant date “fair value” of these awards. This calculation is performed for financial accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based compensation awards in our income statements over the period that a recipient is required to render services in exchange for the option or other award.

EXECUTIVE COMPENSATION (continued)

 

Our insider trading policy prohibits transactions by our directors, officers and other employees and their designees in publicly-traded options, such as puts and calls, and other derivative securities with respect to our Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities. Stock options, restricted stock units, restricted stock, stock appreciation rights, and other securities issued pursuant to our Company benefit plans or other compensatory arrangements with our Company are not subject to this prohibition. Our insider trading policy also prohibits our directors, officers, and other employees and their designees from pledging Company securities as collateral for loans.

Our Company does not currently have any stock ownership requirements for our executive officers and the non-employee members of our Board of Directors, however, it is strongly encouraged. We may establish a policy requiring ownership by directors and executive officers of our common stock in the future. Our Company does not currently have a clawback or recovery policy, however, we intend to adopt and implement a policy in compliance with applicable Nasdaq listing standards, once effective.

We believe that the structure of our executive compensation program provides a mix of cash and equity compensation that balances short-term and long-term incentives. We believe that the different time horizons and metrics used in the annual and long-term elements of compensation provide incentives to build our business prudently and profitably over time, while encouraging retention of our top talent. In addition, each element of compensation has been designed and is administered in a manner intended to minimize potential risks to us. The result is a program that we believe mitigates inappropriate risk taking and aligns the interests of our executive officers with those of our stockholders. Moreover, we have determined that any risks arising from our compensation policies and practices for all of our employees are not reasonably likely to have a material adverse effect on us.

EXECUTIVE COMPENSATION (continued)

 

Our Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, our Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the following members of our Compensation Committee:

Tanzeen Syed

Hans Tung

EXECUTIVE COMPENSATION (continued)

 

 

 

EXECUTIVE COMPENSATION (continued)

 

 

EXECUTIVE COMPENSATION (continued)

 

The following table sets forth information concerning the total compensation awarded to, earned by, or paid to our named executive officers for the year ended December 31, 2022.

The following table provides information on the grants of plan-based awards made to each named executive officer during the year ended December 31, 2022.

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2022, including the number of shares subject to each award and, where applicable, the exercise price per share. Messrs. Kassaei, Szulczweski and Talwar did not hold any equity awards as of December 31, 2022. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

The following table sets forth the number of Options and RSUs held by each of our named executive officers that were exercised or vested, as applicable, during 2022:

We do not have any defined benefit pension plans, except where required by local law. No named executive officer participated in a defined benefit plan in 2022.

We do not offer any nonqualified deferred compensation plans, except where required by local law. No named executive officer participated in a nonqualified deferred compensation plan in 2022.

We entered into severance and change in control agreements with Messrs. Szulczewski and Shah in connection with our initial public offering. We entered into similar agreements with each of Messrs. Jain and Kassaei and Ms. Liu in connection with their commencement of employment with us in 2021 and with Mr. Talwar in connection with his commencement of employment with us in 2022. Due to the interim nature of his role with us, we did not enter into a similar agreement with Mr. Yan at the commencement of his employment with us in 2022; however, pursuant to the terms of his offer letter for the Interim Chief Executive Officer role, he was eligible for certain accelerated vesting of his equity awards in the event of his termination within six months of the commencement of his employment with us. In connection with Mr. Yan’s transition to the permanent Chief Executive Officer role in February 2023, we entered into a severance and change in control agreement with Mr. Yan, and he is no longer eligible for the accelerated vesting of his equity awards pursuant to his Interim Chief Executive Officer offer letter.

As a result of their resignations of employment with us in 2022, neither of Mr. Szulczewski nor Mr. Kassaei received the benefits set forth in their severance and change in control agreements nor do they remain eligible to receive any benefits pursuant to such agreements. As a result of Mr. Talwar’s resignation from his employment with us in September 2022, he received certain severance benefits set forth in a separation agreement he entered into with the Company, and is further described below. The terms of the severance and change in control agreements are described below.

Termination Not in Connection with a Change in Control. Pursuant to his severance and change in control agreement, Mr. Yan is eligible to receive a lump sum cash payment equal to 12 months of his base salary and an additional lump sum cash payment equal to 12 months of his benefit premiums if he is terminated by the Company without cause or he resigns for good reason. If the employment of one of our other current named executive officers is terminated by the Company without cause or such officer resigns for good reason, such officer is eligible to receive a lump sum cash payment equal to six months of the officer’s base salary, an additional lump sum cash payment equal to six months of the officer’s benefit premiums, and 12 months accelerated vesting of the officer’s time-based equity awards.

EXECUTIVE COMPENSATION (continued)

 

Termination in Connection with a Change in Control. Pursuant to his severance and change in control agreement Mr. Szulczewski’s was eligible prior to his resignation to receive a lump sum cash payment equal to 18 months of his base salary, an additional lump sum cash payment equal to 18 months of his benefit premiums, and full acceleration of his time-based equity awards if his employment was terminated by the Company without cause or he resigned for good reason, in either case within three months prior to or 12 months after a change in control. Pursuant to his severance and change in control agreement, Mr. Yan is eligible to receive a lump sum cash payment equal to 24 months of his base salary, an additional lump sum cash payment equal to 24 months of his benefit premiums, and full acceleration of his time-based equity awards if his employment is terminated by the Company without cause or he resigns for good reason, in either case within three months prior to or 12 months after a change in control. If the employment of one of our other current named executive officers is terminated by the Company without cause or such officer resigns for good reason, in either case within three months prior to or 12 months after a change in control, the officer will be eligible to receive a lump sum cash payment equal to 12 months of the officer’s base salary, an additional lump sum cash payment equal to 12 months of the officer’s benefit premiums, and full acceleration of the officer’s time-based equity awards.

For purposes of the severance and change in control agreements, the terms “cause,” “change in control,” and “good reason” have the following meanings:

“Cause” means an executive officer’s willful and intentional unauthorized use or disclosure of our confidential information or trade secrets which causes material harm, material breach of any agreement with us, material failure to comply with our written policies or rules, conviction of a felony, gross negligence or willful misconduct, continuing failure to perform assigned duties (other than as a result of a disability) or failure to cooperate in good faith with a governmental or internal investigation.

“Good Reason” means a material diminution in the nature or scope of the executive officer’s responsibilities, authority, powers, functions or duties, a material reduction in the executive officer’s base salary, or a requirement that the executive officer relocate more than 50 miles.

“Change in Control” means any person (other than Piotr Szulczewski) acquires ownership of more than 50% of our voting stock, a sale of all or substantially all of our assets, consummation of a merger of the Company with or into another entity if our capital stock represents less than 50% of the voting power of the surviving entity or its parent, or certain changes in the composition of our Board of Directors.

CEO Equity Award Acceleration. Pursuant to his offer letter for the role of Interim Chief Executive Officer, Mr. Yan was provided with certain equity award acceleration that provided for the following: if Mr. Yan’s employment was terminated, Mr. Yan did not remain the Company’s Interim Chief Executive Officer or Mr. Yan did not become the Company’s Chief Executive Officer, in each case prior to the completion of 6 months of continuous employment with the Company, 50% of the shares subject to both his RSU and option awards would accelerate and immediately vest; however, Mr. Yan is no longer eligible for such acceleration benefit due to his transition to the permanent Chief Executive Officer role, effective as of February 21, 2023.

Former CEO’s Separation Agreement. Pursuant to his separation agreement entered into in connection with his resignation from employment with us in September 2022, Mr. Talwar received the following severance benefits in exchange for a release of claims: a lump sum cash payment equal to 18 months of his base salary, an additional lump sum cash payment equal to 18 months of his benefit premiums, an additional lump sum cash payment equal to the remaining unpaid installments of his signing bonus, and 12 months of vesting acceleration of his equity awards.

EXECUTIVE COMPENSATION (continued)

 

The following table sets forth the amounts payable to each of our named executive officers based on an assumed termination or change in control of the Company as of December 31, 2022, as well as the actual severance benefits received by Mr. Talwar pursuant to his separation agreement entered into with us in September 2022. The amounts shown in the table assume that all eligibility requirements under the severance and change in control agreements were met. Neither Mr. Szulczewski nor Mr. Kassaei were eligible for any benefits pursuant to their severance and change in control agreements as of December 31, 2022. Further, Mr. Yan was only eligible for the equity award acceleration benefits pursuant to his Interim Chief Executive Officer offer letter as of December 31, 2022, and the severance and change in control benefits he is eligible for following his appointment to Chief Executive Officer in February 2023 are not reflected in the table below.