At Skillz, we are strong believers in continuous improvement. To that end, our Board conducts an annualutilizes a comprehensive, multi-part process for its ongoing self-evaluation of itselfto ensure that the Board is operating effectively and that its committees to assess its effectiveness and identify opportunities for improvement.processes reflect best practices. Our Board believes that this process supports continuous improvement and provides opportunities to strengthen Board and committee effectiveness.

Our Chief Executive Officer and Chairman of the Board, AndrewMr. Paradise, beneficially owns 100% of the Company’s Class B common stock and controls a majority of the voting power of all outstanding shares of our commoncapital stock. As a result, the Board has determined Skillz is a “controlled company” within the meaning of corporate governance standards of the New York Stock Exchange (“NYSE”).NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Skillz has elected to take advantage of the exemptions pertaining to the independence of the Nominating Committee. If Skillz ceases to be a “controlled company” and its shares continue to be listed on the NYSE, we will be required to comply with all applicable NYSE corporate governance standards and, depending on the board’sBoard’s independence determination with respect to its then-current directors, Skillz may be required to add additional directors to its boardBoard in order to achieve such compliance within the applicable transition periods.

NYSE rules generally require that independent directors must comprise a majority of a listed company’s board of directors. As a controlled company, we are exempt from such requirements. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director. The Board has made director independence determinations with respect to each of our current directors and our director nominee. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, we haveon the NYSE independence guidelines, the Board has affirmatively determined that Christopher S.(i) Messrs. Gaffney, Jerry Bruckheimer, VandanaSloan and Wakeford and Mses. Glazer and Mehta-Krantz, and Kent Wakeford, representing fourfive of Skillz’s seveneight directors nominees, (A) have no relationships or only immaterial relationships with us, (B) meet the NYSE independence guidelines with respect to any such relationships and (c) are “independent” as that termindependent; and (ii) Messrs. Paradise, Chafkin and Bruckheimer are not independent. Mr. Paradise is defined underour Chief Executive Officer, Mr. Chafkin is our Chief Revenue Officer and Mr. Bruckheimer is party to a consulting agreement with the applicable rulesCompany. See “Certain Relations and regulations of the SEC and the listing requirements and rules of the NYSE.

Related Party Transactions - Bruckheimer Consulting Agreement.”

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Compensation Committee and the Nominating Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management

has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance-related risks and monitors the effectiveness of our corporate governance guidelines.

We believe that the structure of our Board and its committees provides strong overall management of our Company. In accordance with our Corporate Governance Guidelines, our Board does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive Officer should be separate. Our Board, in consultation with our Nominating Committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Pursuant to our Corporate Governance Guidelines, from time to time, our Board may determine that it should have a Lead Independent Director who may perform such additional duties as our Board may otherwise determine and delegate. Our Nominating Committee will periodically consider our Board’s leadership structure and make recommendations to change the structure as it deems appropriate.

In December 2020, we completed2021, the transactions (the “Business Combination”) contemplated by that certain AgreementBoard held 8 meetings and Planits committees (including the Special Committee) collectively met 27 times. The Board and the Nominating Committee recognize the importance of Merger, dated as of September 1, 2020, bydirector attendance at Board and among FEAC, FEAC Merger Sub Inc. (“Merger Sub”), Old Skillz (which we define as Skillz Inc. prior to the Business Combinationcommittee meetings. In 2021:

In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. KentHistorically, Mr. Wakeford has presided over these executive sessions.

Committees Additionally, executive sessions of the Board

The standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Nominating Committee. The Board may from time to time establish other committees.

Skillz’s Chief Executive Officer and other executive officers regularly report to the non-executivenon-management directors and the Audit Committee, the Compensation Committee and the Nominating Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The charters of the Audit Committee, the Compensation Committee and the Nominating Committee are available on our website at www.skillz.com. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement.

Audit Committee

Our Audit Committee consists of Vandana Mehta-Krantz (Chair), Christopher S. Gaffney and Kent Wakeford. Each member of the Audit Committee qualifies as an independent director under the NYSE corporate governance standards applicable to audit committee members and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Vandana Mehta-Krantz qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the NYSE. The purpose of the Audit Committee is to assist the Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) Skillz’s independent registered public accounting firm’s qualifications and independence, (4) the performance of Skillz’s internal audit function, (5) the performance of Skillz’s independent registered public accounting firm and (6) to prepare the audit committee report requiredled by the SEC to be included in Skillz’s proxy statement.

Compensation Committee

The Compensation Committee consists of Kent Wakeford (Chair), and Vandana Mehta-Krantz. Each memberChairs of the Compensation Committee is independent under NYSE corporate governance standards applicable to compensation committee members and are “non-employee directors” as defined pursuant to Rule 16b-3 of the Exchange Act. The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to (1) setting Skillz’s compensation program and compensation of its executive officers and directors, (2) monitoring Skillz’s incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in Skillz’s proxy statement under the rules and regulations of the SEC.

The Compensation Committee also has the authority, in its sole discretion, to select and retain any compensation consultant to be used by the Company to assist with the execution of the Compensation Committee’s duties and responsibilities, or to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. The Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, as an independent compensation consultant in the last fiscal year to assist with advice on executive compensation, director compensation, and incentive plan design. Compensia did not provide any other material services (separate from consulting advice provided to the Compensation Committee) in 2020.

Nominating Committee

The Nominating Committee consists of Andrew Paradise (Chair), Casey Chafkin and Kent Wakeford. The purpose of the Nominating Committee is to assist the Board in discharging its responsibilities relating to (1) identifying individuals qualified to become new Board members, consistent with criteria approved by the Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the Board corporate governance principles applicable to Skillz and (5) overseeing the evaluation of the Board and management.

Audit Committees, respectively, at least once per year.

We have adopted a Code of Ethics and Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at www.skillz.com.https://investors.skillz.com. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement. To the extent required by law, we expect to disclose any amendments to the code, or any waivers of its requirements, on our website.

Compensation Committee Interlocks and Insider Participation

No member

Our Board adheres to governance principles designed to ensure the continued vitality of the Compensation Committee wasBoard and excellence in the execution of its duties. The Board has had in place a set of corporate governance guidelines reflecting these principles, including the Board’s policy of requiring a majority of the Board to be comprised of independent directors (except as otherwise permitted by NYSE rules), the importance of stock ownership by the Board to align the interests of directors and stockholders, and access by the Board to Company management and independent advisors. These guidelines are available on our website at any time during fiscal year 2020, or at any other time, one of our officers or employees. We are parties to certain transactions with Paradise described in “Certain Relationships and Related Party Transactions”. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our Board or member of our Compensation Committee.

https://investors.skillz.com.

Stockholders and interested parties can contact the Board (including the Chairman of the Board and non-employee directors) through email at nonmanagement-directors@skillz.com or through written communication sent to Skillz Inc., P.O. Box 445, San Francisco, California 94104, Attention: Charlotte Edelman, VP of LegalGeneral Counsel and Corporate Secretary. Our Corporate Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is

In accordance with its charter, the Nominating Committee will consider candidates for election as a director of the Company that are recommended by any stockholder, provided that the recommending stockholder follows the procedures set forth in Section 1.10 of the Bylaws for nominations by stockholders of persons to serve as directors. The Nominating Committee evaluates such candidates in the same manner by which it evaluates other director candidates considered by the Nominating Committee, as described above.

A copy of our Bylaws as amended, has been filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on December 21, 2020.

Director Compensation

The following table provides information concerning the compensation of each non-employee director who served on the Board in 2020.

Name		Fees Earned or Paid in Cash ($)		Stock Awards(1)			Option Awards		All Other Compensation ($)		Total $
Kent Wakeford		—		$	614,981		—		—		$	614,981
Drew Tarlow(2)		—		—			—		—		$	—
Ryan Moore(2)		—		—			—		—		$	—
Laurence Tosi(2)		—		—			—		—		$	—
Vandana Mehta-Krantz(3)		—		$	614,981		—		—		$	614,981
Harry E. Sloan		—		$	614,981		—		—		$	614,981

(1)

The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit (“RSU”) awards granted to the non-employee directors, computed in accordance with FASB ASC Topic 718. See Note 10 to Skillz’s audited consolidated financial statements included in this Annual Report on Form 10-K for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. As described below under “Director Compensation Program,” each of Messrs. Wakeford and Sloan and Ms. Mehta-Krantz received an initial RSU grant (consisting of 24,321 RSUs) and an annual RSU grant (consisting of 10,463 RSUs) under the Omnibus Plan in connection with the closing of the Business Combination. As of December 31, 2020, each of Messrs. Wakeford and Sloan and Ms. Mehta-Krantz held an aggregate of 34,784 outstanding and unvested RSUs.

(2)

Messrs. Tarlow, Moore, and Tosi ceased serving on the Board as of the closing of the Business Combination.

(3)

Ms. Mehta-Krantz began serving on the Board effective as of the closing of the Business Combination.

Effective April 1, 2022, the Company anticipates entering into a Consulting Agreement with Mr. Bruckheimer, a member of the Board (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Bruckheimer agrees to provide certain marketing rights and media-related consulting services to the Company, including event appearances, for a term ending on April 1, 2024. In exchange for such rights and services, the Company will issue to Mr. Bruckheimer a Restricted Stock Unit award of the Company’s Class A common stock (the “Incentive Award”) with a grant value equal in value to one million dollars ($1,000,000), with twelve and a half percent (12.5%) of the Incentive Award vesting on the last day of each quarter of each of the 2022 and 2023 calendar years, such that the Incentive Award vests in eight equal installments. Either Mr. Bruckheimer or the Company may terminate the Consulting Agreement in the case of a material breach by the other party, and either party may terminate the Consulting Agreement for convenience upon thirty (30) days written notice. The Incentive Award shall vest in full upon a termination by the Company without “cause” or by Mr. Bruckheimer for “good reason” (each as defined in the Jumpstart Our Business Startups Act (“JOBS Act”)Consulting Agreement). As an emerging growth company, we are exempt from certain requirements relatedFor all other terminations, the portion of the Incentive Award vesting within one calendar quarter of the termination date shall be accelerated to vest upon such termination and the remaining unvested portion of the Incentive Award shall be forfeited.

Set out below is the Compensation Discussion and Analysis, which is a discussion of Skillz’s executive compensation including, but not limitedprograms and policies written from the perspective of how we and management view and use such programs and policies. Given the Compensation Committee’s role in providing oversight to the requirementsdesign of those programs and policies, and in making specific compensation decisions for senior executives using those programs and policies, the Compensation Committee participated in the preparation of the Compensation Discussion and Analysis, reviewing successive drafts of the document and discussing those with management. The Compensation Committee recommended to hold a nonbinding advisory votethe Board that the Compensation Discussion and Analysis be included in this Proxy Statement. We join with management in welcoming readers to examine our pay practices and in affirming the commitment of these pay practices to the long-term interests of stockholders.

At Skillz, our mission is to build the competition layer of the internet. This is a long-term mission, and our compensation programs are designed to reflect this. Whereas salary or “NEOs”) were:

wages are intended to meet our employees’ near-term liquidity needs, we believe that compensation for the individuals who are responsible for our Company’s strategic direction and operations should motivate them to achieve sustainable stockholder value and/or tangible milestones rather than to simply remain at Skillz or maintain the

Accordingly, the key objectives of Skillz’s compensation program is to provideare to:

An employee’s compensation, at any level, reflects that employee’s value to the successful executionbusiness, taking into account the market value of their skills, their individual contribution and business results. To be sure we appropriately assess the value of our senior executives, Skillz utilizes the following evaluation process:

Utilizing the process set forth above, the Compensation Committee approved the following compensation decisions for the NEOs, effective January 1, 2022. Other than Ms. Fritz-Bianchi, cash compensation for the NEOs remained constant year-over-year. The Compensation Committee believes that these decisions provide competitive pay while at the same time ensuring a strong link between pay and performance, and further creating the right balance relative to peers with which we compete for talent. Amounts do not maintainreflect pro-ration for any executive-specific benefit or perquisite programspartial years of service completed in 2020.2021.

All of our NEOs are employees-at-will and none of them have employment agreements with Skillz. Certain NEOs have offer letters with the Company:

The following Summary Compensation Table shows information concerning the annual compensation for nine months. Ifservices provided to Skillz by our NEOs for the termination without cause or for good reason occurs withinyears ended December 31, 2021, 2020 and 2019. Certain other information is provided in the three months prior to or 12 monthsnarrative footnotes following the consummationSummary Compensation Table. All dollar amounts are rounded to the nearest whole dollar.