| | | | | | | | | | | | | | | | | |
Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | Total ($) |
Sean Aggarwal | 100,363 | | | 260,001 | | | 360,364 | |
Valerie Jarrett | 50,875 | | | 260,001 | | | 310,876 | |
David Lawee | 60,125 | | | 260,001 | | | 320,126 | |
Ann Miura-Ko | 47,175 | | | 260,001 | | | 307,176 | |
Mary Agnes (Maggie) Wilderotter | 60,125 | | | 260,001 | | | 320,126 | |
Ben Horowitz, former(3) | 19,587 | | | — | | | 19,587 | |
Hiroshi Mikitani, former | 23,739 | | | 260,001 | | | 283,740 | |
(1)Represents a partial year of the board of directors and committee cash compensation for Messrs. Horowitz and Mikitani. Mr. Horowitz did not stand for re-election at our annual meeting of stockholders in June 2020, and Mr. Mikitani resigned from our board of directors in August 2020.
(2)Amounts shown do not reflect compensation actually received by the non-employee directors, and there can be no assurance that these amounts will ever be realized by the non-employee directors. Instead, the amounts shown are the grant date fair value of the RSU awards granted in fiscal 2020 computed in accordance with ASC Topic 718—Compensation—Stock Compensation, or ASC Topic 718, disregarding forfeiture assumptions.
(3)Mr. Horowitz did not stand for re-election at our annual meeting of stockholders in June 2020, and therefore, received no 2020 annual equity award.
The following table lists all outstanding equity awards held by our
non-employee directors as of December 31,
2019: | | | | | | | | |
Name
| | Grant Date(1) | | | Number of Shares
of Stock or Units (#) | |
Sean Aggarwal
| | | 6/11/2019 | | | | 2,238 | |
Ben Horowitz
| | | 6/11/2019 | | | | 2,238 | |
Valerie Jarrett
| | | 9/28/2017 | (2) | | | 2,332 | |
| | | 6/11/2019 | | | | 2,238 | |
David Lawee
| | | 6/11/2019 | | | | 2,238 | |
Hiroshi Mikitani
| | | 6/11/2019 | | | | 2,238 | |
AnnMiura-Ko(3)
| | | — | | | | — | |
Mary Agnes (Maggie) Wilderotter
| | | 6/13/2018 | (2) | | | 3,144 | |
| | | 6/11/2019 | | | | 2,238 | |
| (1) | Unless otherwise indicated, 1/4th of the shares of our Class A common stock underlying the RSUs vest on each of the first four quarterly vesting dates occurring after May 20, 2019, except that the fourth quarterly vesting date shall occur no later than the day prior to the date of the annual meeting. The quarterly vesting dates are February 20, May 20, August 20, and November 20.
| |
| (2) | The RSUs vested upon the satisfaction of both a time-based vesting condition and a performance-based vesting condition. The performance-based vesting condition was satisfied upon the effectiveness of the registration statement in connection with our IPO. The time-based vesting condition was satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on the vesting commencement date, and is satisfied as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to thenon-employee director’s continued service through each vesting date. In the event of a “change in control,” 100% of the then-unvested RSUs immediately vest.
| |
| (3) | Ms. Miura-Ko voluntarily forfeited her award immediately following the grant and prior to vesting.
| |
2020:
| | | | | | | | | | | |
Name | Grant Date(1) | | Number of Shares of Stock or Units (#) |
Sean Aggarwal | 6/19/2020 | | 3,733 | |
Valerie Jarrett | 9/28/2017 | (2) | 777 | |
| 6/19/2020 | (3) | 3,733 | |
David Lawee | 6/19/2020 | (3) | 3,733 | |
Ann Miura-Ko | 6/19/2020 | | 3,733 | |
Mary Agnes (Maggie) Wilderotter | 6/13/2018 | (2) | 1,887 | |
| 6/19/2020 | | 3,733 | |
(1)Unless otherwise indicated, 1/4th of the shares of our Class A common stock underlying the RSUs vest on each of the first four quarterly vesting dates occurring after May 20, 2020, except that the fourth quarterly vesting date shall occur no later than the day prior to the date of the annual meeting. The quarterly vesting dates are February 20, May 20, August 20, and November 20.
(2)The RSUs vested upon the satisfaction of both a time-based vesting condition and a performance-based vesting condition. The performance-based vesting condition was satisfied upon the effectiveness of the registration statement in connection with our IPO. The time-based vesting condition was satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on the vesting commencement date, and is satisfied as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the non-employee director’s continued service through each vesting date. In the event of a “change in control,” 100% of the then-unvested RSUs immediately vest.
(3)Ms. Jarrett and Mr. Lawee elected to defer the settlement of their 2020 Annual Awards in accordance with our non-employee director compensation policy.
Our board of directors is currently composed of
nineeight members. We
have a classified board of directors consisting of three classes of equal size, each serving staggered three-year terms. Following the Annual Meeting, our board of directors will include eight members, and it is anticipated that the number of authorized directors will be decreased to eight members, and that we will have a classified board of directors consisting of two classes with three directors
each, and one class with two
directors.directors, each serving staggered three-year terms.
At each annual meeting of stockholders, directors of our board of directors shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the Delaware General Corporation Law.
Our nominating and corporate governance committee has recommended, and our board of directors has approved Logan GreenJohn Zimmer, Valerie Jarrett and AnnMiura-KoDavid Lawee as nominees for election as directors at the Annual Meeting. If elected, Mr. GreenMessrs. Zimmer andDr. Miura-Ko Lawee and Ms. Jarrett will serve as directors until the 20232024 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each of the nominees is currently a director of our company. For information concerning the relevant experiences, qualifications, attributes, and skills of each nominee that led our board of directors to recommend that person as a nominee for director, please see the section titled “Board of Directors and Corporate Governance.Governance.” Each of Mr. GreenMessrs. Zimmer andDr. Miura-Ko Lawee and Ms. Jarrett has consented to being named as a nominee in the proxy statement and to continue to serve as a director, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of
Mr. Greeneach of Messrs. Zimmer and
Dr. Miura-Ko. Lawee and Ms. Jarrett. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.
Each director is elected by a plurality of the votes of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker
non-votes will have no effect on the outcome of the vote. “Plurality” means that the two nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker
non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
-19-
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31,
2020.2021. During our fiscal year ended December 31,
2019,2020, PwC served as our independent registered public accounting firm.
At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31,
2020.2021. Our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PwC, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of PwC, our board of directors may reconsider the appointment. Representatives of PwC will be present at the Annual Meeting, and they will have an opportunity to make a statement and be available to respond to appropriate questions from our stockholders.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services billed to our company by PwC for our fiscal years ended December 31,
20182019 and
2019. | | | | | | | | |
| | 2018 | | | 2019 | |
Audit Fees(1) | | $ | 2,482,227 | | | $ | 7,709,582 | |
Audit-Related Fees(2) | | | 537,700 | | | | — | |
Tax Fees(3) | | | — | | | | — | |
All Other Fees(4) | | | 900 | | | | 2,700 | |
| | | | | | | | |
Total Fees | | $ | 3,020,827 | | | $ | 7,712,282 | |
| (1) | Audit Fees consisted of fees incurred for services rendered for the annual audit and quarterly reviews of the Company’s consolidated financial statements, audits required by public company regulation, professional consultations with respect to accounting issues, registration statement filings, including our Registration Statement on FormS-1 related to our initial public offering and issuance of consents and similar matters.
| |
| (2) | Audit-Related Fees primarily consists of due diligence services to support periodic mergers and acquisition activities.
| |
| (3) | Tax Fees include the aggregate fees billed for services rendered for tax compliance, research and development, tax advice, and tax planning.
| |
| (4) | All Other Fees include the aggregate fees for compliance-related services and access to online accounting and tax research software applications.
| |
2020.
| | | | | | | | |
| 2019 | 2020 |
| | |
Audit Fees(1) | $7,709,582 | | $6,707,980 | |
Audit-Related Fees(2) | — | | 385,263 | |
Tax Fees(3) | — | | — | |
All Other Fees(4) | 2,700 | | 900 | |
Total Fees | $7,712,282 | | $7,094,143 | |
______________________
(1)Audit Fees consisted of fees incurred for services rendered for the annual audit and quarterly reviews of the Company’s consolidated financial statements, audits required by public company regulation, professional consultations with respect to accounting issues, registration statement filings, including our Registration Statement on Form S-1 related to our initial public offering and issuance of consents and similar matters.
(2)Audit-Related Fees primarily consists of due diligence services to support periodic mergers and acquisition activities.
(3)Tax Fees include the aggregate fees billed for services rendered for tax compliance, research and development, tax advice, and tax planning.
(4)All Other Fees include the aggregate fees for compliance-related services and access to online accounting and tax research software applications.
In making its recommendation to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31,
2020,2021, our audit committee has considered whether services other than audit and audit-related services provided by PwC are compatible with maintaining the independence of PwC and has determined that PwC is independent.
-20-
Audit Committee Policy on
Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to
pre-approve all audit services and permissible
non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the
registered public
accountants’accounting firm's independence.
All services provided by PwC for our fiscal year ended December 31, 2018 were approved by our audit committee, and followingFollowing adoption of our
pre-approval policy in March 2019, all services provided by PwC for our fiscal year ended December 31, 2019, which includes all fees for audit services,
and all services provided by PwC for our fiscal year ended December 31, 2020 were
pre-approved by our audit committee in accordance with the policy.
The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31,
20202021 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker
non-votes will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
-21-
REPORT OF THE AUDIT COMMITTEE
The audit committee is a committee of the board of directors comprised solely of independent directors as required by the listing standards of the Nasdaq Stock Market and rules and regulations of the Securities and Exchange Commission (“SEC”). The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. With respect to Lyft’s financial reporting process, Lyft’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Lyft’s consolidated financial statements. Lyft’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an independent audit of Lyft’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Lyft’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:
•reviewed and discussed the audited financial statements with management and PwC;
•discussed with PwC the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
•received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’sregistered public accounting firm’s communications with the audit committee concerning independence, and has discussed with PwC its independence.
Based on the audit committee’s review and discussions referred to in the bulleted list above, the audit committee recommended to the board of directors that the audited financial statements be included in Lyft’s Annual Report on Form
10-K for the fiscal year ended December 31,
20192020 for filing with the SEC.
Respectfully submitted by the members of the audit committee of the board of directors:
Maggie Wilderotter (Chair)
This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
-22-
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to approve, on an advisory or
non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a
“Say-on-Pay” “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.
In 2020, we held our first Say-on-Pay vote and we currently hold our Say-On-Pay vote annually with the next Say-on-Pay vote to occur at our 2022 annual meeting of stockholders.
The
Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The
Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.
We believe that the information provided in the section titled “Executive Compensation,” and in particular the information discussed in the section titled “Executive Compensation—Compensation Philosophy,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion and other related disclosure.”
The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal, and broker
non-votes will have no effect.
As an advisory vote, the result of this proposal is
non-binding. Although the vote is
non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
-23-
PROPOSAL NO. 4
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE
STOCKHOLDER
ADVISORY VOTES ON THE COMPENSATION OFOUR NAMED EXECUTIVE OFFICERS
PROPOSAL REGARDING
A REPORT DISCLOSING CERTAIN LOBBYING EXPENDITURES AND ACTIVITIES
The Dodd-FrankInternational Brotherhood of Teamsters General Fund, 25 Louisiana Avenue NW, Washington DC 20001, has represented that it is the beneficial owner of 80 shares of our Class A common stock and has given notice of its intention to present the proposal below at the Annual Meeting. The proposal and the proponent’s supporting statement appear below.
The board of directors opposes adoption of the proposal and asks stockholders to review our opposition statement, which follows the proponent’s proposal and supporting statement.
Proposal and Supporting Statement by Stockholder Proponent
WHEREAS, we believe in full disclosure of Lyft’s direct and indirect lobbying activities and expenditures to assess whether Lyft’s lobbying is consistent with its expressed goals and in shareholder’s interests.
RESOLVED, the shareholders of Lyft request the preparation of a report, updated annually, disclosing the following information:
1.Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications;
2.Payments by Lyft used for (a) direct or indirect lobbying or (b) grass-roots lobbying communications, in each case including the amount of the payment and the recipient;
3.Lyft’s membership in and payments to any tax-exempt organization that writes and endorses model legislation; and,
4.Description of the decision-making process and oversight by management and the Board for making payments described in sections 2 and 3 above.
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that: (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation, and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Lyft is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee and posted on Lyft’s website.
Supporting Statement
Lyft spent $2,400,000 on federal lobbying from 2017 – 2019. This does not include state lobbying, where disclosure is uneven or absent. For example, Lyft had at least 196 lobbyists in 39 states in 2019 (followthemoney.org), and spent $1,205,426 on lobbying in California for 2019. Lyft has drawn attention for using its app to lobby passengers and drivers for Proposition 22 in California, as well as its “extraordinary lobbying efforts to convince 41 state legislatures ... to pass legislation protecting for-hire transportation companies from regulation.”
Lyft belongs to the Consumer Technology Association, Internet Association and NetChoice, which together spent $9,180,000 on lobbying for 2019. Lyft does not disclose its memberships in, or payments to, trade associations and social
welfare organizations, or the amounts used for lobbying at the federal and state levels, including grassroots lobbying. Grassroots lobbying does not get reported at the federal level under the Lobbying Disclosure Act, and Section 14Adisclosure is uneven or absent in states.
We are concerned Lyft’s payments to third-party groups are potentially being used for undisclosed grassroots lobbying. For example, NetChoice sits on the Private Enterprise Board of the American Legislative Exchange Act enableCouncil, which supports ending government regulation over private contracting.
We believe that Lyft’s lack of lobbying disclosure on issues like coronavirus stimulus and rider safety presents reputational risk that could harm shareholder value. Lyft notes the ability to “maintain and enhance the value of our reputation and brand” is a risk in its regulatory filings
Board of Directors’ Statement in Opposition
To promote transparency regarding the Company’s political expenditures and activities, we make disclosures in accordance with applicable laws and regulations, which guide Lyft’s practices and processes on these matters.
Our board of directors believes it is in the best interests of our stockholders for Lyft to indicate their preferencebe an effective participant in the political process. We are subject to extensive regulation at least once every six yearsthe federal and state levels and are involved in a number of legislative initiatives across a broad spectrum of policy areas that can have an immediate and dramatic effect on our business and operations. We ethically and constructively promote a legislative and regulatory agenda to include working constructively with key parties to further Lyft’s core values, corporate mission and business objectives.
To that end, we maintain practices and processes regarding
how frequently we should solicitour political activity, which are subject to oversight by our management team. Lyft actively participates in the political process and maintains memberships with a
non-binding advisory vote on variety of trade associations with the
compensationultimate goal of
our named executive officers as disclosed in our proxy statement. Accordingly, we are askingpromoting and protecting the interests of Lyft’s stakeholders, including our stockholders
and employees, as well as our economic future. Critically, an important part of participating effectively in the political process is making prudent political contributions and focused lobbying expenditures—but only where permitted by applicable law. Political contributions and lobbying activities are highly regulated, may be subject to
indicate whether they would prefer an advisory vote every one year, two years disclosure and reporting requirements, and are often limited—or
three years. Alternatively, stockholders may abstain even prohibited—from
casting a vote.After consideringcertain sources. Lyft’s political contributions and expenditures are made without regard to the benefits and consequencespersonal political preferences of each alternative,individual officers, employees or members of our board of directors recommends thatdirectors.
In addition, we have practices in place to ensure the
advisory vote on the compensationappropriate disclosure and oversight of our
named executive officers be submittedlobbying and political activities. Political contributions are subject to
the stockholders every year. In formulating its recommendation, ourextensive governmental regulation and public disclosure requirements. Our board of directors
considered that compensation decisions are made annually and that an annual advisory vote on the compensationbelieves these disclosure requirements provide transparency of our
named executive officers will allow stockholderslobbying activities to
provide more frequent and direct input on our compensation philosophy, policies and practices.Vote Required
The alternative among one year, two years or three years that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be deemed to be the frequency preferred bygeneral public, including our stockholders. AbstentionsSpecifically, the Company files:
•quarterly reports with the U.S. House of Representatives and brokernon-votes will have no effectthe U.S. Senate that disclose overall federal lobbying expenses, the specific legislative and regulatory issues that were the subject of the Company's federal lobbying efforts, the houses of Congress and federal agencies lobbied by the Company and the names of those individuals lobbying on behalf of the Company. These reports are publicly available on websites hosted by the U.S. House of Representatives and the U.S. Senate; and
•regular, publicly available reports with state agencies that disclose the Company’s state lobbying activities according to pertinent state laws and regulations.
The expanded disclosure requested by this
proposal.Whileproposal could place Lyft at a competitive disadvantage by revealing strategies and priorities designed to protect our stakeholders, including our stockholders and employees, as well as the economic future of the Company. Because parties with interests adverse to Lyft also participate in the political process to
their business advantage, any unilateral expanded disclosure could benefit these adverse parties, while harming the interests of Lyft and our stockholders.
Additionally, requiring the Company to specifically disclose payments made to industry associations may be misleading to stockholders. Membership in these associations comes with the understanding that we may not always agree with all of the positions of the associations or other members of such groups. As a result, such disclosure is not necessarily indicative of our position on any particular issue.
Finally, in light of the fact that much of the Company’s lobbying activities are publicly disclosed as required by law, assembling a separate lobbying disclosure report would not be an effective or prudent use of the Company's human and financial resources, and accordingly would not be in the best interests of the Company or our stockholders.
For the reasons set forth above, our board of directors believes that
its recommendationthe adoption of the proposal is
appropriate at this time,unnecessary, would not provide any meaningful benefit to stockholders and is not in the
best interests of the Company, our stockholders
are not voting to approve or
disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whethernon-binding future stockholder advisory votes on the compensation of our named executive officers should be held every year, two years or three years.As an advisory vote, the resultemployees.
Vote Required
The approval of this proposal
isnon-binding. Althoughrequires the
affirmative vote
isnon-binding, our board of
directors and our compensation committee valuea majority of the
opinionsvoting power of the shares of our
stockholderscommon stock present in
person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this
matterproposal, and
to the extent there is any significant vote in favor of one time period over another,broker non-votes will
consider the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers.have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE“AGAINST” THE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED PROPOSAL REGARDING A REPORT DISCLOSING CERTAIN LOBBYING EXPENDITURES AND ACTIVITIES.
EXECUTIVE OFFICERS
EVERY “ONE YEAR.”-24-
EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of March 31, 2020.2021. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.
| | | | | | | | | | | | | | |
Name | | Age | | | Position |
Logan Green | | 37 | 36 | | | Chief Executive Officer andCo-Founder |
John Zimmer | | 37 | 36 | | | President,Co-Founder and Vice Chairman |
Eisar Lipkovitz
| | | 49 | | | Executive Vice President, Rideshare and Engineering |
Brian Roberts | | 52 | 51 | | | Chief Financial Officer |
Kristin Sverchek | | 38 | 37 | | | General Counsel and Secretary |
For Messrs. Green’s and Zimmer’s biographies, see “Nominees for Director” and “Continuing Directors.”
Eisar Lipkovitz. Mr. Lipkovitz has served as our Executive Vice President, Rideshare and Engineering since March 2020, and previously served as our Executive Vice President, Engineering from February 2019 to March 2020. From April 2014 to February 2019, Mr. Lipkovitz served as the Vice President, Engineering Display and Video Ads at Google LLC, a global technology company, and from August 2004 to April 2014, Vice President, Engineering Search Infrastructure at Google. Prior to Google, he served as Manager, Engineering at Akamai Technologies, Inc., a content delivery network, cybersecurity, and cloud service provider. Mr. Lipkovitz holds a B.Sc. in Mathematics and Computer Science and M.B.A. in Finance from Tel Aviv University.
Brian Roberts.Mr. Roberts has served as our Chief Financial Officer since November 2014, and previously served as our Senior Vice President, Partnerships and Corporate Development from October 2014 to November 2014. From May 2011 to October 2014, Mr. Roberts served as Senior Vice President in Business Development and Strategy at Walmart Global eCommerce, a division of Walmart Inc., a retail company. Prior to Walmart, Mr. Roberts served as Senior Managing Director at Evercore Inc., an investment banking advisory firm, led the corporate development organizations at Microsoft Corporation, a software company, and Inktomi Corp., a software company, and served as Vice President at Lazard Frères & Co. LLC, an investment banking advisory firm. Mr. Roberts serves as a member of the board of trustees at The Fred Hutchinson Cancer Research Center. Mr. Roberts holds a B.A. in Economics from the University of California, Berkeley and an M.B.A. from Harvard Business School.
Kristin Sverchek.Ms. Sverchek has served as our General Counsel since November 2012 and as our Secretary since October 2015. From January 2009 to November 2012, Ms. Sverchek served as an Associate and then Partner at Silicon Legal Strategy, P.C., a law firm. From September 2007 to December 2008, Ms. Sverchek served as an Associate at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, a law firm. Ms. Sverchek holds a B.A. in Molecular and Cell Biology from the University of California, Berkeley and a J.D. from the University of California, Hastings College of Law.-25-
Compensation Discussion and Analysis
This Compensation Discussion and Analysis summarizes our compensation philosophy, objectives and structure for the Named Executive Officers (“NEOs”) listed below.
•Logan Green, Chief Executive Officer,Co-Founder and member of our board of directors
•John Zimmer, President,Co-Founder and Vice Chairman
Chair•Brian Roberts, Chief Financial Officer
•Kristin Sverchek, General Counsel and Secretary
| • | | Ran Makavy, former Executive Vice President and Chief Product Officer(1)
|
| • | | Jon McNeill, former Chief Operating Officer(2)
|
(1) | Mr. Makavy previously served as our Executive Vice President and Chief Product Officer until March 2020, at which point he transitioned into a new role as Executive Vice President, Strategic Initiatives and ceased to be an executive officer.
|
(2) | Mr. McNeill left the Company in July 2019.
|
•Eisar Lipkovitz, former Executive Vice President, Rideshare and Engineering(1)
•Ran Makavy, former Executive Vice President, Strategic Initiatives(2)
(1)Mr. Lipkovitz previously served as our Executive Vice President, Rideshare and Engineering until March 2021, at which point he transitioned into a new role as Executive Vice President, Revenue and Market Operations and ceased to be an executive officer. The events described in this paragraph are referred to below as the “Lipkovitz Transition.”
(2)Mr. Makavy left the Company in December 2020.
Our approach to executive compensation reflects our goals of attracting and retaining the most dynamic, innovative and skilled talent in a highly-competitive San Francisco Bay Area market as we continue to build our transformational business revolutionizing transportation, improving people’s lives and delivering value to stockholders. Our executive compensation design program reflects the
highly competitive environment in which we
compete forseek to recruit and retain talent against both
start-ups and larger, well-established technology companies. To accomplish our goals, we strive to maintain a simple, fair and easy to understand executive compensation program that provides total compensation opportunities informed by our competitive market, but tailored to account for the specific needs and responsibilities of each position as well as the unique qualifications of each executive and his or her contribution to our business.
For
2019,2020, the primary components of the compensation paid to our NEOs consisted of base salary and equity.
BaseAs with 2019, 2020 base salaries for all of our NEOs were set at $450,000,
andhowever, during 2020, were decreased by 30% for a three-month period in which we
didtemporarily reduced base salaries of all of our salaried employees to reduce cash costs while we navigated the impact of the COVID-19 pandemic to our business. In 2020, we continued our practice of not
maintainhaving a formal cash bonus
program in 2019.program. As a result, total cash compensation for our NEOs is below competitive rates among our peer companies, which supports our near-term objective of controlling cash costs and achieving profitable growth. Our more limited cash compensation opportunities are balanced by the emphasis we place on equity compensation, which supports our
long-term objective of delivering
long-term stockholder value. Equity
awards granted to our employees, including our NEOs, in 2019 were in the form of RSUs that vest over multiple years. Although we do not currently tie any portion of NEO compensation directly to our financial performance, equity awards make up the vast majority of our NEOs’ compensation and the realized value of these awards is directly linked to our stock price.
As a result, weWe believe that these awards provide a significant incentive for our NEOs to drive growth in our business and create long-term value for our stockholders.
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Annual equity awards granted to our NEOs in 2020 were in the form of RSUs that vest over multiple years. In addition to the annual equity awards, all NEOs except our Co-Founders were granted performance-based RSUs (“PSU”) awards tied to the attainment of positive adjusted EBITDA profitability to motivate and incentivize them to meet the Company’s goal of achieving profitability. Additional information on the PSU awards can be found in the section titled “2020 Executive Compensation - Equity” on page 32 of this proxy statement.
The table below shows the 20192020 pay mix between annualized base salaries and the grant date fair values of equity awards granted in 20192020 to our NEOs that are set forth in the“Summary Compensation Table”Table” on page 3538 of this proxy statement. | | | | | | | | |
Name | | Base Salary(%) | | | Equity (%) | |
Logan Green* | | | 100 | | | | n/a | |
John Zimmer* | | | 100 | | | | n/a | |
Brian Roberts | | | 4.7 | | | | 95.3 | |
Kristin Sverchek | | | 7.5 | | | | 92.5 | |
Ran Makavy | | | 2.3 | | | | 97.7 | |
Jon McNeill | | | 11.9 | | | | 88.1 | |
| * | Messrs. Green and Zimmer did not receive an equity grant in 2019.
| |
| | | | | | | | | | | |
Name | Base Salary (%) | | Equity (%) |
Logan Green* | 100.0 | | | 0.0 | |
John Zimmer* | 100.0 | | | 0.0 | |
Brian Roberts | 4.0 | | | 96.0 | |
Kristin Sverchek | 11.7 | | | 88.3 | |
Eisar Lipkovitz | 4.5 | | | 95.5 | |
Ran Makavy | 12.7 | | | 87.3 | |
*Messrs. Green and Zimmer did not receive an equity grant in 2020.
Determining Executive Compensation
Role of Board, Compensation Committee and its Advisors
The Compensation Committee is responsible for recommending to the board of directors the total compensation for our NEOs. The Compensation Committee considers the scope and complexity of each executive’s role and impact to our business, market data, individual performance as well as the recommendations from Mr. Green (except with respect to the compensation payable to himself and Mr. Zimmer), and makes recommendations to the board of directors for approval. The
individual performance evaluation is conducted on an annual basis, and for Mr. Green specifically, the board of directors assesses CEO performance across five categories including leadership, strategic planning, talent development, stakeholders, and financial and business performance. The board of directors also considers feedback gathered in connection with a 360-performance review that takes into account alignment with our values. The board of directors considers the Compensation
CommitteeCommittee’s recommendations as well as these same factors in approving compensation for the NEOs.
The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The Compensation Committee engaged Pay Governance, a leading independent compensation consulting firm to serve as its independent compensation consultant. Pay Governance provides consulting services to more than 10% of the S&P 500 and has been retained by the Compensation Committee since 2017. Pay Governance advises our Compensation Committee on general marketplace trends in executive compensation, makes or reviews proposals for executive compensation programs, recommends peer companies for inclusion in competitive market analyses of compensation and otherwise advises the Compensation Committee with regard to how our compensation practices compare with those of other companies. Pay Governance does not provide any services to Lyft other than
advisingas directed by the Compensation Committee. The Compensation Committee has assessed the independence of Pay Governance taking into account, among other things, the enhanced independence standards and factors set forth in Exchange
Act Rule 10C-1 and the applicable listing standards of the Nasdaq, and concluded that there are no conflicts of interest regarding the work that Pay Governance performs for the Compensation Committee and that Pay Governance satisfies the independence standards under Nasdaq.
Our Chief People Officer reviews our executive compensation practices against our peer companies and provides input to Mr. Green on market levels of compensation. Based on his review of each executive’s performance, input from our Chief People Officer and Pay Governance, Mr. Green provides the Compensation
Committee and the board of directors with compensation recommendations for our NEOs other than himself and our President.
Comparative Market Data (Peer Group)
In making its recommendation to the board of directors on compensation arrangements for our NEOs, the Compensation Committee reviews market data for executive compensation using relevant published survey data as well as
cash and equitycompensation data from
the proxy statements of our peer group, discussed below.
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In connection with our IPO, the Compensation Committee, with assistance from Pay Governance developed a “peer group” consisting of publicly-traded companies. While the Compensation Committee believes there is value in understanding market practices forsimilarly-sized public companies, the Compensation Committee also recognizes that we are a company that recently completed our IPO, with a transformative business model. In addition, we compete in the highly-competitive San Francisco Bay Area market for executive, engineering and other key talent against bothstart-ups and larger, well-established technology companies. The Compensation Committee targeted U.S. publicly traded technology companies based on the following targeted selection criteria when identifying companies to include in the peer group:
| | | | | |
Criteria | | Detail |
Revenue | | Approximately 50% to 250% of Lyft’s revenue |
Market Capitalization | | Approximately 33%25% to 300%400% of Lyft’s market cap |
Maturity | | IPO in the last three to five years |
Growth | | Annual revenue growth > 15% |
Headcount | | 0.33x to 3.0x of Lyft’s headcount |
Location | | Preference for companies principally located in the San Francisco Bay Area |
Using the criteria described above, the Compensation Committee approved the following
1617 companies as the peer group for fiscal
2019:2020: | | | | | | | | | | | |
Autodesk, Inc. | | Palo Alto Networks, Inc. | | Spotify Technology S.A. | | TwilioUber Technology, Inc.
|
Dropbox, Inc. | Pinterest, Inc. | ServiceNow, Inc.
| | Square, Inc. | | Twitter,Workday, Inc.
|
eBay Inc. | ServiceNow, Inc. | SnapTesla, Inc.
| | Tableau Software, Inc.
| | Workday, Inc.
|
GrubHub Inc. | Snap Inc. | Twilio Inc. | |
Okta, Inc. | Splunk Inc. | Twitter, Inc. | Tesla, Inc.
| | Yelp Inc.
|
In
October 2019,September 2020, the Compensation Committee revised the peer group for fiscal
20202021 to exclude
Tableau (dueTesla due to
its acquisition by Salesforce) and Yelp (due to size)size and to add
Uber, Okta, and PinterestTripAdvisor based on the selection criteria described above.
2019 Key The fiscal 2021 peer group was used by the Compensation Decisions
For 2019,Committee in connection with the core componentsapproval of the PSU awards to our NEOs (other than our Co-Founders) in September 2020 and for our compensation decision in fiscal 2021, including awards granted to our Co-Founders in 2021. See “2021 Founder Equity Awards” section below.
Stockholder Advisory Vote
Our stockholders have an opportunity to cast an advisory vote to (i) approve our NEOs’ compensation and (ii) approve the frequency of the vote to approve the NEOs’ compensation. At the 2020 annual meeting, our stockholders overwhelmingly voted in favor of annual advisory votes on the NEOs’ compensation. We believe that the results of this vote affirm our stockholders’ support of our approach to executive compensation. We will consider the results from 2021 and future years’ stockholder advisory votes on NEO compensation when making decisions about our executive compensation
programs were base salary and equity (RSUs). The key decisions related to our 2019 compensation programs for our NEOs included: | | | | |
Decision
| | Detail
| | Rationale
|
Harmonized base salary at $450,000 | | Set the base salary of each of our NEOs at $450,000, which resulted in $50,000 reduction of Mr. McNeill’s base salary | | • Focus on equity compensation to strengthen the alignment with stockholder interests
• Limit cash expense to support the goal of profitable growth
|
Eliminated cash bonus | | Removed annual bonus opportunities for Messrs. Roberts and McNeill and Ms. Sverchek
| | • Maintain consistent compensation structure across executive team
|
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program.
| | | | |
Decision
| | Detail
| | Rationale
|
Annual equity awards and bridge equity awards for select executives | | Provided equity awards to Messrs. Roberts, Makavy, and McNeill and Ms. Sverchek | | • Annual equity awards were granted to executives, excluding our CEO and President and recently hired executives, in an effort to provide them with total compensation opportunities that were competitive to market for similarly situated executives
• Bridge equity awards were granted to mitigate the impact of transition of vesting schedule for annual equity award from individualized vesting schedule to standard four-year vesting (please see the “Equity” section on page 30 for details)
|
Implemented executive severance plan | | Adopted an executive severance plan that provides market competitive severance for our NEOs and other executives | | • Maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company
|
Established stock ownership guidelines | | Adopted stock ownership guidelines for all senior executives andnon-employee directors (please see the “Executive Stock Ownership Guidelines” section on page 31 for details) | | • Align the financial interests of our executives andnon-employee directors with those of our stockholders
• Support focus on long-term value creation and reflect current best practices
|
Established clawback policy | | Adopted clawback policy to permit us to recover certain performance-based compensation from current or former executive officers (please see the “Clawback Policy” section on page 32 for details) | | • Deter executives from improper conduct such as fraud, gross negligence, or intentional misconduct
• Maintain and enhance a culture that is focused on integrity and accountability
|
2019
2020 Executive Compensation
We use base salary to provide a fixed amount of compensation for our NEOs in exchange for their services rendered. In MarchSince 2019, we madehave aligned base salary adjustments forsalaries of all our NEOs and aligned their base salaries at $450,000 per year for each NEO after considering market data for their positions and to create internal equity among the management team with respect to an NEO’s fixed compensation and make distinctions between roles, responsibilities and contributions through equity awards. For five
Base salaries of
our NEOs remained at $450,000 in 2020, however, such salaries were temporarily reduced by 30% for three months while the
six NEOs, base salaries increased. Mr. McNeill’s base salary decreased by 10% to align his base salary with theCompany cut base salaries of
all salaried employees in response to economic and business challenges resulting from the
rest of the-29-
NEOs. The table below shows the annualized salary for each of our NEOs that were effective in March 2019 compared to his or her base salary as of March 2018.COVID-19 pandemic. The actual salaries paid to our NEOs during 20192020 are set forth in the“Summary “Summary Compensation Table” on page 3538 of this proxy statement.
| | | | | | | | | | | | |
Name | | 2018 Base Salary | | | 2019 Base Salary | | | % Change | |
Logan Green | | $ | 400,000 | | | $ | 450,000 | | | | +12.5 | % |
John Zimmer | | $ | 400,000 | | | $ | 450,000 | | | | +12.5 | % |
Brian Roberts | | $ | 400,000 | | | $ | 450,000 | | | | +12.5 | % |
Kristin Sverchek | | $ | 350,000 | | | $ | 450,000 | | | | +28.6 | % |
Ran Makavy | | $ | 400,000 | | | $ | 450,000 | | | | +12.5 | % |
Jon McNeill | | $ | 500,000 | | | $ | 450,000 | | | | (10.0 | %) |
We differentiate compensation incentives among our NEOs through equity compensation. We believe that emphasizing equity compensation for our NEOs encourages them to have a long-term focus since the value of their equity compensation depends on the performance of our stock. Equity compensation also aligns with the interests of our NEOs and those of our stockholders by enabling our
NEOs’NEOs to participate in the long-term appreciation of the value of our stock. Additionally, equity compensation provides an important tool for us to compete in the competitive talent market and to retain our NEOs, as awards are subject to vesting over a multi-year period subject to continued service with the Company.
In 2015, we transitioned to RSUs as
Lyft’s annual equity awards are granted in the form of
equity compensationRSUs for our employees, including NEOs. RSUs create alignment with our stockholders by providing both upside and downside tied to our stock price performance.
The following table shows the grant date fair values of equity awards granted to our NEOs in 2019. The values our NEOs may realize from these awards depend on our stock price as these awards vest and settle over the vesting period, and may be different than the value below.
| | | | | | | | | | | | |
Name | | Grant Date Fair Value(1) | |
| Annual Award ($) | | | Bridge Award ($) | | | Total ($) | |
Logan Green | | | — | | | | — | | | | — | |
John Zimmer | | | — | | | | — | | | | — | |
Brian Roberts | | | 7,602,984 | | | | 1,520,640 | | | | 9,123,624 | |
Kristin Sverchek | | | 4,637,808 | | | | 912,384 | | | | 5,550,192 | |
Ran Makavy | | | 19,083,456 | | | | — | | | | 19,083,456 | |
Jon McNeill | | | — | | | | 3,345,336 | | | | 3,345,336 | |
(1) | Amounts represent the grant date fair values of RSUs calculated based on the price per share of our Class A common stock sold in our IPO of $72. Represents the aggregate grant date fair value of the RSUs calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to time-based vesting conditions.
|
The size of annual equity awards was determined by the Compensation Committee and board of directors after consideration of the market data as well as the scope of responsibilities of each NEO and his or her impact on our business. Also, given our IPO was expected to happen soon after these awards were granted, potential future values of these awards were considered as well. Messrs. Green and Zimmer did not receive an annual equity award in 20192020 as the Compensation Committee and board of directors believed that their current equity holdings provided sufficient retention incentives. Mr. McNeill did not receive an annual equity award due to the size and unvested status of his new hire award granted in 2018.
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In addition to the annual equity awards, Mr. Roberts, and Ms. Sverchek, Mr. Lipkovitz, and Mr. Makavy received bridge2020 PSU awards tied to the attainment of two consecutive quarters of positive adjusted EBITDA profitability, as described herein. Adjusted EBITDA profitability was selected as the performance measure given the importance of achieving profitability as a company and creating long-term shareholder value. Furthermore, the Compensation Committee felt that it was important to achieve sustainable profitability and therefore, required two consecutive quarters of positive adjusted EBITDA profitability during the performance period from October 2020 to March 2022 in 2019order to satisfy the performance goal. Adjusted EBITDA profitability for PSUs purposes will be calculated consistent with the Company’s definition used in considerationour other SEC disclosures.
The following table shows the grant date fair values of equity awards granted to our NEOs in 2020. The values our NEOs may realize from these awards depend on our stock price as these awards vest and settle over the vesting period, and may be different than the value below.
| | | | | | | | | | | | | | | | | |
| Grant Date Fair Value(1) |
Name | Annual Award ($) | | 2020 PSU Award ($) | | Total ($) |
Logan Green | — | | | — | | | — | |
John Zimmer | — | | | — | | | — | |
Brian Roberts | 8,950,948 | | | 1,114,938 | | | 10,065,886 | |
Kristin Sverchek | 2,610,685 | | | 557,483 | | | 3,168,168 | |
Eisar Lipkovitz | 7,459,128 | | | 1,393,666 | | | 8,852,794 | |
Ran Makavy | 2,237,730 | | | 464,555 | | | 2,702,285 | |
(1)Amounts reported represent the grant date fair value of the shiftequity awards calculated in accordance with ASC Topic 718. The grant date fair values of the annual awards were calculated based on the price per share of our Class A common stock sold on April 7, 2020 of $27.50. The grant date fair values of the 2020 PSU awards were calculated based on the price per share of our Class A common stock sold on September 29, 2020 of $27.14.
2021 Founder Equity Awards
In February 2021, the Compensation Committee, upon delegation from individualized vesting (typically three-year vesting) to standard four-year vestingthe board of directors, approved RSU and PSU awards for our annual equity awardsCo-Founders, Messrs. Green and Zimmer (collectively, “2021 Founder Awards”).
The Compensation Committee, in consultation with Pay Governance, the Compensation Committee’s independent compensation consultant, considered many factors in determining whether to align withgrant the Company practice for other employees. Mr. McNeill also received a bridge award as an offset to2021 Founder Awards and the $550,000 decrease in his target annual cash compensation ($50,000 reduction in annual base salarysize and elimination of $500,000 annual cash incentive). The sizeterms of the bridgeaward, including the ratio between RSUs and PSUs, including each Co-Founder’s equity awards was determined taking into account these factorsownership in the company and the amount his equity ownership interests were unvested as well asof the date of grant, the estimated value of his equity ownership interests, market data for each NEO’s position andsimilarly situated executives at peer companies with an emphasis on equity value, Co-Founder parity, their individual past and expected future contributions to us, and the Compensation Committee’s desire to provide meaningful incentives for each Co-Founder to remain with us and to continue to drive the growth of our business. business over the long-term.
The vesting termsportion of these awards are set forththe 2021 Founder Awards granted in the“Outstanding Equity form of RSUs to each Co-Founder had an initial award value of $9,550,000, which converted into 184,718 RSUs, by dividing the award value by the 20-day trailing average closing price of share of our Class A common stock ending on February 19, 2021. These RSUs vest in equal quarterly installments over three years, subject to the Co-Founder’s continued service.
The portion of the 2021 Founder Awards Table”granted in the form of the PSUs to each Co-Founder was 75,000 PSUs. These PSUs are eligible to vest if the closing price of our Class A common stock is $100.00 or more for any 60-consecutive trading-day period during a performance period commencing February 21, 2021 and ending on pageFebruary 20, 2024. This 60-day measurement period was designed to reward Messrs. Green and Zimmer only if we achieved sustained growth in our stock price. If this stock price goal is achieved, the PSU award will vest in full on the last day of the performance period or, if later, the next quarterly vesting date following the date the Compensation Committee determines the stock price goal was met, subject to the Co-Founder’s continued service through the quarterly vesting date (the “Co-Founder PSU Vesting Date”). This vesting design is intended to encourage retention even if our stock price goal is achieved before the end of the performance period.
In the event of a change in control of the company before the end of the performance period, the PSU award may be eligible to vest if the change in control results in the achievement of the stock price goal. If the stock price goal was achieved on or prior to the change in control, the PSU award will vest on the Co-Founder PSU Vesting Date, subject to the Co-Founder’s continued service, and further subject to any vesting acceleration under our executive change in control and severance plan and the death/disability policy. See “Potential Payments Upon Termination or Change in Control” section below for more details.
In the event of an involuntary termination of the Co-Founder on or following the date of achievement of the stock price goal but prior to a change in control, then a portion of the PSU award will vest on the date of such involuntary termination. The portion that vests will equal the product of (i) the total number of PSUs subject to the award, multiplied by (ii) (A) the total number of completed months between the date of grant and the date of involuntary termination, divided by (B) 36,
with the result of
(i) times (ii) rounded to the nearest whole share. Involuntary termination means a termination by us without cause, by the Co-Founder for good reason, or due to the Co-Founder’s death or disability (all as provided in the applicable award agreement). An involuntary termination without achievement of the stock price goal does not entitle the Co-Founder to any vesting under this
proxy statement.PSU award.
Other Compensation Information
Executive Perquisites and Benefits
General health, wellness, and retirement benefits provided to our NEOs are consistent with those received by other full-time, salaried employees. Our NEOs also are eligible to participate in our employee stock purchase plan on the same terms as our other eligible employees.
Employees, including our NEOs, hired prior to November 2018 are also eligible for ride credits for use on the Lyft platform.The only significant additional benefit we provided to our NEOs in
20192020 is personal security services for our
Co-Founders and Mr. Makavy. The Physical Security team partnered with an external security specialist firm to produce anin-depth assessment of threats to certain of our NEOs and determined security measures such as home security improvements,24-hour personal security, and online security are needed for ourCo-Founders. As a result of a separate assessment conducted by our Physical Security team, Mr. Makavy also received certain of these security services. We believe that the personal safety of all of our employees, including ourCo-Founders and certain other key employees, is paramount and necessary to our continued success.
One of the most critical roles of our board of directors is to oversee annual succession planning, executive compensation, and leadership development. The Compensation Committee will periodically review and discuss with the board of directors and, as the Compensation Committee deems appropriate, the Nominating and Corporate Governance Committee, corporate succession plans for our executive officers. As part of this process, plans for the development, retention, and replacement of our Chief Executive Officer, our President, and our other executive officers are expected to be conducted. Successors for key roles in our organization are identified based on our core values, role related skills, individual performance and potential, and inclusion and diversity, and we take note of any talent gaps and needed leadership development.
In addition, our board of directors is expected to leverage a holistic CEO evaluation that includes criteria such as leadership, strategic planning, and financial and business performance as an input when conducting our annual executive compensation review.
Executive Stock Ownership Guidelines
In March 2019, our board of directors adopted stock ownership guidelines establishing a minimum share ownership requirement for our
Co-Founders and other executive officers. The stock ownership guidelines provide that our
Co-Founders must hold shares of our common stock with a value equal to five times their annual base salary and other executive officers must hold shares of our common stock with a value equal to three times their annual base salary. Our
Co-Founders and other executive officers generally will have until the later of March 12, 2024 or, if applicable, five years after the date they are hired or become subject to the guidelines to comply with the minimum stock ownership requirement.
However, ownershipOwnership is defined as shares
or equivalents owned outright,
(as opposed tounvested RSUs
which are unvested and
have not settledoptions for shares of our common stock
whether or
other equity awards exercisable for shares of our common stock)not vested are excluded). Compliance is measured annually at the end of our fiscal year (December
31st)31st) based on
year-end stock price and then reviewed by the Compensation Committee in the first regularly scheduled Compensation Committee meeting of the subsequent year. Once a covered executive
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has satisfied the guidelines as of an annual review (such date, the “measurement date”), the executive will be deemed to have continued to satisfy the guideline regardless of subsequent stock price declines, as long as the executive continues to own as of the last day of each future fiscal year the number of shares required to meet the guideline as of the measurement date.
As of December 31,
2019,2020, the respective ownerships of all of our NEOs exceeded the current guidelines.
Insider Trading Policy
In September 2018, our
Our board of directors
has adopted an Insider Trading Policy in order to take an active role in the prevention of insider trading violations by our executive officers,
non-employee directors, employees and other related individuals.
In connection with our IPO, our board of directors adopted a revised Insider Trading Policy, which became effective upon the effective date of our registration statement in connection with our IPO. In addition to forbidding the trading of securities (of Lyft or otherwise) on material nonpublic information, the Insider Trading Policy strictly prohibits hedging or pledging of Lyft securities, as well as engaging in any other derivative securities transaction, using Lyft securities as collateral for loans, and holding Lyft securities in margin accounts. We believe the Insider Trading Policy is aligned with current market governance best practices and will continue to monitor industry trends on an ongoing basis.
Clawback Policy
In March 2019, our board of directors adopted
We maintain an Executive Compensation Clawback policy applicable to our current and former executive officers. Our Clawback Policy provides that, in the event that our financial statements filed with the SEC are subject to a material negative restatement as the result of fraud, gross negligence, or intentional misconduct by an executive officer less than three years after the original filing date of such financial statements upon which the executive officer’s incentive compensation was calculated or determined, then we have the right to recover from such executive officer (and/or to cancel, without payment of any consideration whatsoever, to the extent not yet paid or delivered) an amount corresponding to any performance-based compensation (including any cash bonus or equity-based award), which will be the amount that we determine would not have been granted, vested or paid had our financial results as originally reported been equal to our financial results as subsequently restated.
Executive Change in Control and Severance Plan; Death and Disability Policy
In January 2019, our
Post-Termination Compensation
Our board of directors
has adopted an Executive Change in Control and Severance Plan (the “Executive Severance Plan”) to provide assurances of specified benefits to our NEOs and other executives in the event of an involuntary termination of their employment for reasons other than for death, disability, or cause or a voluntary termination of their employment for good reason, in either case, under the circumstances described in the Executive Severance Plan. This Executive Severance Plan was developed with input from Pay Governance regarding severance practices at comparable companies, and is designed to attract, retain and reward senior level employees. The Executive Severance Plan will be in lieu of any other severance payments and benefits to which such key employee
previously was
entitled prior to signing the participation agreement.In September 2019, our board of directors adoptedentitled.
We maintain a Death/Disability Benefit Policy that provides each of our eligible employees, including our NEOs (or their estates, as applicable), certain company-paid health care premiums and accelerated vesting of their time-based equity awards (with aggregate value of accelerated vesting not to exceed $10 million), upon such employee’s death or “disability” subject to the terms and conditions set forth therein.
We believe that these protections serve our retention objectives by helping our NEOs and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value,
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including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled“Potential “Potential Payments Upon Termination or Change in Control” beginning on page 3842 of this proxy statement).
In connection with the Lipkovitz Transition, we announced that Mr. Lipkovitz is expected to remain employed with the Company through May 31, 2021, at which time, his employment with the Company will terminate. Upon his employment termination date, he will receive the severance and COBRA reimbursements under the Executive Severance Plan, provided he timely signs and does not revoke a release of claims in accordance with the Executive Severance Plan. Following his employment termination date, Mr. Lipkovitz is expected to continue to serve as an advisor to the Company until November 20, 2021 during which period, he will receive no compensation other than continued vesting of his outstanding equity awards, while he remains a service provider to the Company.
For more information regarding executive severance benefits, see the section titled “Potential Payments Upon Termination or Change in Control” beginning on page 42 of this proxy statement.
Deductibility of Executive Compensation
Section 162(m) of the Code generally limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and certain “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain exceptions. Under a transition rule that applies to companies, such as ours, that become subject to Section 162(m) of the Code by reason of becoming publicly held, certain compensation granted during a transition period (and, with respect to RSU awards that are paid out before the end of the transition period) currently is not counted toward the deduction limitations of Section 162(m) of the Code if certain other requirements are met. We currently expect our transition period to expire at our annual meeting of stockholders to be held in 2023, although it could expire earlier in certain circumstances.
We have not previously taken the deductibility limit imposed by Section 162(m) of the Code into consideration in setting compensation and do not currently have any immediate plans to do so. We may, in our judgment, authorize compensation payments that are not fully tax deductible when we believe that such payments are appropriate to attract and retain executive talent or meet other business objectives.
Accounting for Stock-Based Compensation
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, including options to purchase our equity securities and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
The Compensation Committee, in cooperation with our management, reviewed our
20192020 compensation programs. The Compensation Committee believes that the mix and design of the elements of such programs do not encourage our employees to assume excessive risks and accordingly are not reasonably likely to have a material adverse effect on the Company. We have designed our compensation programs to be balanced so that our employees are focused on both short and long-term financial and operational performance. Goals are appropriately set with targets that encourage growth in the business, while doing so in a manner that encourages profitability.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on such review and discussion, the compensation committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form
10-K for the fiscal year ended December 31,
2019.2020.
Respectfully submitted by the members(1) of the compensation committee of the board of directors: Sean Aggarwal
Ben Horowitz
This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
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(1)Mr. Cohen joined the board of directors and the compensation committee of the board of directors on March 29, 2021 following approval of the Compensation Committee Report.
Summary Compensation Table
The amounts below represent the compensation awarded to or earned by or paid to our NEOs for the year ended December 31,
2019: | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | |
Logan Green Chief Executive Officer andCo-Founder | | | 2019 | | | | 441,346 | | | | — | | | | — | | | | 360,218 | | | | 801,564 | |
| | 2018 | | | | 401,539 | | | | — | | | | — | | | | 936,892 | | | | 1,338,431 | |
| | 2017 | | | | 288,654 | | | | — | | | | 41,674,000 | | | | 2,077 | | | | 41,964,731 | |
| | | | | | |
John Zimmer President andCo-Founder | | | 2019 | | | | 441,346 | | | | — | | | | — | | | | 1,571,104 | | | | 2,012,450 | |
| | 2018 | | | | 400,000 | | | | — | | | | — | | | | 15,674 | | | | 415,674 | |
| | 2017 | | | | 288,654 | | | | — | | | | 41,674,000 | | | | 2,400 | | | | 41,965,054 | |
| | | | | | |
Brian Roberts Chief Financial Officer | | | 2019 | | | | 441,346 | | | | — | | | | 9,123,624 | | | | 2,664 | | | | 9,567,634 | |
| | | | | | |
Kristin Sverchek General Counsel and Secretary | | | 2019 | | | | 432,692 | | | | — | | | | 5,550,192 | | | | 2,552 | | | | 5,985,436 | |
| | | | | | |
Ran Makavy former Executive Vice President and Chief Product Officer | | | 2019 | | | | 441,346 | | | | — | | | | 19,083,456 | | | | 95,156 | | | | 19,619,958 | |
| | 2018 | | | | 392,885 | | | | — | | | | 6,352,500 | | | | 2,017 | | | | 6,747,402 | |
| | 2017 | | | | 341,346 | | | | — | | | | 15,961,500 | | | | 8,137 | | | | 16,310,983 | |
| | | | | | |
Jon McNeill former Chief Operating Officer(3) | | | 2019 | | | | 270,000 | | | | — | | | | 3,345,336 | | | | 1,600 | | | | 3,616,936 | |
| | 2018 | | | | 419,231 | | | | 420,000 | (4) | | | 32,000,006 | | | | 1,589 | | | | 32,840,826 | |
(1) | Represents the aggregate grant date fair value of the RSUs calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to time-based vesting conditions.
|
(2) | For Mr. Green, (i) the 2019 amount reflects $357,597 in personal security services and $2,621 in ride credits for use on the Lyft platform, and (ii) the 2018 amount reflects $935,105 in personal security services and $1,787 in ride credits for use on the Lyft platform. For Mr. Zimmer, (i) the 2019 amount reflects $1,569,567 in personal security services and $1,537 in ride credits for use on the Lyft platform, and (ii) the 2018 amount reflects $13,504 in personal security services and $2,170 in ride credits for use on the Lyft platform. For Mr. Makavy, (i) the 2019 amount reflects $92,756 in personal security services and $2,400 in ride credits for use on the Lyft platform, and (ii) the 2017 amount reflects $5,737 in personal security services and $2,400 in ride credits for use on the Lyft platform. For each of the other figures, the amount reflects ride credits for use on the Lyft platform. We believe that ensuring personal safety of all of our employees, including ourCo-Founders and certain other key employees, is paramount and necessary to our continued success.
|
(3) | Mr. McNeill left the Company in July 2019.
|
(4) | Reflects bonus paid to Mr. McNeill for 2018pro-rated based on the length of time he was employed with us during 2018.
|
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2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | Year | | Salary ($) | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total ($) |
Logan Green | 2020 | | 418,846 | | | — | | | 599,261 | | | 1,018,107 | |
Chief Executive Officer and Co-Founder | 2019 | | 441,346 | | | — | | | 360,218 | | | 801,564 | |
| 2018 | | 401,539 | | | — | | | 936,892 | | | 1,338,431 | |
John Zimmer | 2020 | | 418,846 | | | — | | | 2,065,206 | | | 2,484,052 | |
President and Co-Founder | 2019 | | 441,346 | | | — | | | 1,571,104 | | | 2,012,450 | |
| 2018 | | 400,000 | | | — | | | 15,674 | | | 415,674 | |
Brian Roberts | 2020 | | 418,846 | | | 10,065,886 | | | 864 | | | 10,485,596 | |
Chief Financial Officer | 2019 | | 441,346 | | | 9,123,624 | | | 2,664 | | | 9,567,634 | |
Kristin Sverchek | 2020 | | 418,846 | | | 3,168,168 | | | 800 | | | 3,587,814 | |
General Counsel and Secretary | 2019 | | 432,692 | | | 5,550,192 | | | 2,552 | | | 5,985,436 | |
Eisar Lipkovitz(3) | 2020 | | 418,846 | | | 8,852,794 | | | 210 | | | 9,271,850 | |
Former Executive Vice President, Rideshare and Engineering | | | | | | | | | |
Ran Makavy(4) | 2020 | | 392,885 | | | 2,702,285 | | | 1,106 | | | 3,096,276 | |
Former Executive Vice President and Chief Product Officer | 2019 | | 441,346 | | | 19,083,456 | | | 95,156 | | | 19,619,958 | |
2018 | | 392,885 | | | 6,352,500 | | | 2,017 | | | 6,747,402 | |
(1)Represents the aggregate grant date fair value of the RSUs and PSUs calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to time-based vesting conditions.
(2)For Mr. Green, (i) the 2020 amount reflects $598,726 in personal security services, $325 in ride credits for use on the Lyft platform, and $210 in life insurance premiums, (ii) the 2019 amount reflects $357,597 in personal security services and $2,621 in ride credits for use on the Lyft platform, and (iii) the 2018 amount reflects $935,105 in personal security services and $1,787 in ride credits for use on the Lyft platform. For Mr. Zimmer, (i) the 2020 amount reflects $2,064,823 in personal security services, $173 in ride credits for use on the Lyft platform, and $210 in life insurance premiums, (ii) the 2019 amount reflects $1,569,567 in personal security services and $1,537 in ride credits for use on the Lyft platform, and (iii) the 2018 amount reflects $13,504 in personal security services and $2,170 in ride credits for use on the Lyft platform. For Mr. Roberts, (i) the 2020 amount reflects $604 in ride credits for use on the Lyft platform, $50 in a recognition bonus, and $210 in life insurance premiums, (ii) the 2019 amount reflects ride credits for use on the Lyft platform. For Ms. Sverchek, (i) the 2020 amount reflects $590 in ride credits for use on the Lyft platform, and $210 in life insurance premiums, and (ii) the 2019 amount reflects ride credits for use on the Lyft platform. For Mr. Lipkovitz, the 2020 amount reflects life insurance premiums. For Mr. Makavy, (i) the 2020 amount reflects $896 in ride credits for use on the Lyft platform, and $210 in life insurance premiums, (ii) the 2019 amount reflects $92,756 in personal security services and $2,400 in ride credits for use on the Lyft platform, and (iii) the 2018 amount reflects ride credits for use on the Lyft platform. We believe that ensuring personal safety of all of our employees, including our Co-Founders and certain other key employees, is paramount and necessary to our continued success.
(3)Mr. Lipkovitz previously served as our Executive Vice President, Rideshare and Engineering until March 2021, at which point he transitioned into a new role as Executive Vice President, Revenue and Market Operations and ceased to be an executive officer.
(4)Mr. Makavy left the Company in December 2020.
Grants of Plan-Based Awards in
20192020
The following table sets forth information regarding the equity awards granted to our NEOs during the year ended December 31,
2019: | | | | | | | | | | | | | | | | |
Name | | Grant Date(1) | | | Stock Awards | |
| Type of Award(2) | | | Number of Units (#) | | | Grant Date Fair Value ($)(3) | |
Logan Green | | | — | | | | — | | | | — | | | | — | |
| | | | |
John Zimmer | | | — | | | | — | | | | — | | | | — | |
| | | | |
Brian Roberts | | | 3/27/19 | | | | RSU | | | | 21,120 | | | | 1,520,640 | |
| | 3/27/19 | | | | RSU | | | | 105,597 | | | | 7,602,984 | |
| | | | |
Kristin Sverchek | | | 3/27/19 | | | | RSU | | | | 64,414 | | | | 4,637,808 | |
| | 3/27/19 | | | | RSU | | | | 12,672 | | | | 912,384 | |
| | | | |
Ran Makavy | | | 3/27/19 | | | | RSU | | | | 265,048 | | | | 19,083,456 | |
| | | | |
Jon McNeill | | | 3/27/19 | | | | RSU | | | | 46,463 | | | | 3,345,336 | |
(1) | Each of the equity awards was granted pursuant to our 2018 Equity Incentive Plan.
|
(2) | The RSUs will vest upon the satisfaction of a time-based condition before the award’s expiration date.
|
(3) | Amounts reported represent the grant date fair value of RSUs calculated in accordance with ASC Topic 718. The grant date fair values of these awards were calculated based on the price per share of our Class A common stock sold in our IPO of $72.
|
2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Stock Awards |
Name | Grant Date(1) | | Type of Award(2) | | Number of Units (#) | | Grant Date Fair Value ($)(3) |
Logan Green | — | | — | | — | | — |
John Zimmer | — | | — | | — | | — |
Brian Roberts | 4/7/20 | | RSU | | 325,489 | | 8,950,948 |
| 9/29/20 | | PSU | | 41,081 | | 1,114,938 |
Kristin Sverchek | 4/7/20 | | RSU | | 94,934 | | 2,610,685 |
| 9/29/20 | | PSU | | 20,541 | | 557,483 |
Eisar Lipkovitz | 4/7/20 | | RSU | | 271,241 | | 7,459,128 |
| 9/29/20 | | PSU | | 51,351 | | 1,393,666 |
Ran Makavy | 4/7/20 | | RSU | | 81,372 | | 2,237,730 |
| 9/29/20 | | PSU | | 17,117 | | 464,555 |
(1)Each of the equity awards was granted pursuant to our 2019 Equity Incentive Plan.
(2)The RSUs will vest upon the satisfaction of a time-based condition before the award’s expiration date. The PSUs will vest 100% on the first quarterly vesting date following the determination date if the performance goal is achieved. The quarterly vesting dates are February 20, May 20, August 20, and November 20.
(3)Amounts reported represent the grant date fair value of RSUs calculated in accordance with ASC Topic 718. The grant date fair values of the RSU awards were calculated based on the price per share of our Class A common stock sold on April 7, 2020 of $27.50 The grant date fair values of the PSU awards were calculated based on the price per share of our Class A common stock sold on September 29, 2020 of $27.14.
Outstanding Equity Awards at
20192020 Year-EndThe following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31,
2019: | | | | | | | | | | | | | | | | | | | | | | |
| | Grant Date | | Option Awards(1) | | | Stock Awards(4) | |
Name | | Number of Shares Underlying Options Exercisable (#) | | | Option Exercise Price($)(2) | | | Option Expiration Date(3) | | | Number of Shares or Units That Have Not Vested(#) | | | Market Value of Shares or Units That Have Not Vested ($)(5) | |
Logan Green | | 9/28/17(6)(7) | | | — | | | | — | | | | — | | | | 544,250 | | | | 23,413,635 | |
| | | | | | |
John Zimmer | | 9/28/17(6)(7) | | | — | | | | — | | | | — | | | | 544,250 | | | | 23,413,635 | |
| | | | | | |
Brian Roberts | | 10/16/14 | | | 249,263 | | | | 3.23 | | | | 10/15/24 | | | | — | | | | — | |
| 12/05/14 | | | 201,485 | | | | 3.23 | | | | 12/04/24 | | | | — | | | | — | |
| 9/14/16(6)(8) | | | — | | | | — | | | | — | | | | 41,875 | | | | 1,801,463 | |
| 3/13/18(6)(9) | | | — | | | | — | | | | — | | | | 100,000 | | | | 4,302,000 | |
| 3/27/19(6)(10) | | | — | | | | — | | | | — | | | | 21,120 | | | | 908,582 | |
| 3/27/19(6)(11) | | | — | | | | — | | | | — | | | | 105,597 | | | | 4,542,783 | |
| | | | | | |
Kristin Sverchek | | 2/13/13 | | | 26,051 | | | | 0.51 | | | | 2/12/23 | | | | — | | | | — | |
| 2/13/13 | | | 167,678 | | | | 0.51 | | | | 2/12/23 | | | | — | | | | — | |
| 9/14/16(6)(12) | | | — | | | | — | | | | — | | | | 6,250 | | | | 268,875 | |
| 3/13/18(6)(9) | | | — | | | | — | | | | — | | | | 53,000 | | | | 2,280,060 | |
| 3/27/19(6)(10) | | | — | | | | — | | | | — | | | | 12,672 | | | | 545,149 | |
| 3/27/19(6)(13) | | | — | | | | — | | | | — | | | | 52,336 | | | | 2,251,495 | |
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2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards(1) | | Stock Awards(4) |
Name | Grant Date | | | Number of Shares Underlying Options Exercisable (#) | | Option Exercise Price($)(2) | | Option Expiration Date(3) | | Number of Shares or Units That Have Not Vested(#) | | Market Value of Shares or Units That Have Not Vested ($)(5) |
Logan Green | 9/28/17 | (6)(7) | | — | | | — | | | — | | 233,250 | | | 11,459,573 | |
John Zimmer | 9/28/17 | (6)(7) | | — | | | — | | | — | | 233,250 | | | 11,459,573 | |
Brian Roberts | 10/16/14 | | | 249,263 | | | 3.23 | | | 10/15/24 | | — | | | — | |
| 12/5/14 | | | 201,485 | | | 3.23 | | | 12/04/24 | | — | | | — | |
| 3/27/19 | (6)(8) | | — | | | — | | | — | | 21,120 | | | 1,037,626 | |
| 3/27/19 | (6)(9) | | — | | | — | | | — | | 65,998 | | | 3,242,482 | |
| 4/7/20 | (6)(10) | | — | | | — | | | — | | 325,489 | | | 15,991,275 | |
| 9/29/20 | (6)(11) | | | | | | | | 41,081 | | | 2,018,310 | |
Kristin Sverchek | 2/13/13 | | | 123,628 | | | 0.51 | | | 2/12/23 | | — | | | — | |
| 3/27/19 | (6)(8) | | — | | | — | | | — | | 12,672 | | | 622,575 | |
| 3/27/19 | (6)(12) | | — | | | — | | | — | | 36,233 | | | 1,780,127 | |
| 4/7/20 | (6)(13) | | — | | | — | | | — | | 77,133 | | | 3,789,544 | |
| 9/29/20 | (6)(11) | | — | | | — | | | — | | 20,541 | | | 1,009,179 | |
Eisar Lipkovitz | 3/27/19 | (6)(14) | | — | | | — | | | — | | 297,000 | | | 14,591,610 | |
| 4/7/20 | (6)(13) | | — | | | — | | | — | | 220,383 | | | 10,827,417 | |
| 9/29/20 | (6)(11) | | — | | | — | | | — | | 51,351 | | | 2,522,875 | |
(1)Each of the outstanding option awards listed in the table above was granted pursuant to our 2008 Plan.
(2)This column represents the grant date fair value of a share of our Class A common stock, as determined by our board of directors.
(3)Each option expiration date is the date 10 years after the grant date, with earlier expiration in the event of termination of service.
(4)As further described in the footnotes below, the RSUs granted prior to March 2019 were subject to two vesting conditions: a time-based condition and a performance-based condition before the award’s expiration date. The performance-based condition was satisfied on the effective date of our registration statement in connection with our IPO. The PSUs will vest 100% on the first quarterly vesting date following the determination date if the performance goal is achieved.
(5)The market price for our Class A common stock is based upon the market price of $49.13 per share, which is Lyft's price at the close of market on December 31, 2020.
(6)Subject to vesting acceleration under certain circumstances as described under “Potential Payments upon Termination or Change in Control”on page 42 of this proxy statement.
(7)The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on August 20, 2018, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
(8)The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2021, and as to an additional 1/4th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
(9)The time-based vesting condition is satisfied as to 1/8th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2020, and as to an additional 1/8th of the total number of shares of our Class A common stock underlying the RSUs on each of August 20, 2020, November 20, 2020 and February 20, 2021. Then, 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO's continued service through each vesting date.
| | | | | | | | | | | | | | | | | | | | | | |
| | Grant Date | | Option Awards(1) | | | Stock Awards(4) | |
Name | | Number of Shares Underlying Options Exercisable (#) | | | Option Exercise Price($)(2) | | | Option Expiration Date(3) | | | Number of Shares or Units That Have Not Vested(#) | | | Market Value of Shares or Units That Have Not Vested ($)(5) | |
Ran Makavy | | 3/22/16(6)(14) | | | — | | | | — | | | | — | | | | 18,750 | | | | 806,625 | |
| 12/5/17(6)(14) | | | — | | | | — | | | | — | | | | 28,125 | | | | 1,209,938 | |
| 3/13/18(6)(9) | | | — | | | | — | | | | — | | | | 165,000 | | | | 7,098,300 | |
| 3/27/19(6)(13) | | | — | | | | — | | | | — | | | | 215,351 | | | | 9,264,400 | |
| | | | | | |
Jon McNeill | | 3/13/18(15) | | | — | | | | — | | | | — | | | | 571,429 | | | | 24,582,876 | |
| 3/27/19(16) | | | — | | | | — | | | | — | | | | 43,559 | | | | 1,873,908 | |
(1) | Each of the outstanding option awards listed in the table above was granted pursuant to our 2008 Plan.
|
(2) | This column represents the grant date fair value of a share of our Class A common stock, as determined by our board of directors.
|
(3) | Each option expiration date is the date 10 years after the grant date, with earlier expiration in the event of termination of service.
|
(4) | As further described in the footnotes below, the RSUs granted pursuant to our 2008 and 2018 Equity Incentive Plans were subject to two vesting conditions: a time-based condition and a performance-based condition before the award’s expiration date. The performance-based condition was satisfied on the effective date of our registration statement in connection with our IPO. The expiration date is seven years from the grant date.
|
(5) | The market price for our Class A common stock is based upon the market price of $43.02 per share, which is Lyft’s price at the close of market on December 31, 2019.
|
(6) | Subject to vesting acceleration under certain circumstances as described under“Potential Payments upon Termination or Change in Control”on page 38 of this proxy statement.
|
(7) | The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on August 20, 2018, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
|
(8) | The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2017, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Mr. Roberts’ continued service through each vesting date.
|
(9) | The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on February 20, 2020, and as to an additional 1/4th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
|
(10) | The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2021, and as to an additional 1/4th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
|
(11) | The time-based vesting condition is satisfied as to 1/8th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2020, and as to an additional 1/4th of the total number of shares of our Class A common stock underlying the RSUs on each of August 20, 2020, November 20, 2020 and February 20, 2021. Then, 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Mr. Roberts’ continued service through each vesting date.
|
(12) | The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2017, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Ms. Sverchek’s continued service through each vesting date.
|
(13) | The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2019, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
|
(14) | The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on February 20, 2017, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Mr. Makavy’s continued service through each vesting date.
|
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(15) | The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2018, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Mr. McNeill’s continued service through each vesting date. This award is subject to vesting acceleration under certain circumstances as described in Mr. McNeill’s Amended Employment Letter Agreement with the Company dated as of March 14, 2019.
|
(16) | The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2019, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Mr. McNeill’s continued service through each vesting date. This award is subject to vesting acceleration under certain circumstances as described in Mr. McNeill’s Amended Employment Letter Agreement with the Company dated as of March 14, 2019.
|
(10)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on February 20, 2021, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
(11)The PSUs granted pursuant to our 2019 Equity Incentive Plan will vest 100% on the first quarterly vesting date following the determination date if the performance goal is achieved. The quarterly vesting dates are February 20, May 20, August 20, and November 20.
(12)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2019, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
(13)The time-based vesting condition is satisfied as to 1/16th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2020, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date.
(14)The time-based vesting condition is satisfied as to 1/4th of the total number of shares of our Class A common stock underlying the RSUs on February 20, 2020, and as to an additional 1/16th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO's continued service through each vesting date.
Option Exercises and Stock Vested in
20192020
The following table sets forth information regarding options exercised and stock awards vested for the NEOs during the year ended December 31,
2019: | | | | | | | | | | | | | | | | |
| | Option Awards | | | Stock Awards | |
Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | |
Logan Green | | | 3,493,362 | | | | 220,840,012 | | | | 1,461,168 | | | | 99,419,358 | |
John Zimmer | | | 3,286,895 | | | | 208,086,545 | | | | 1,461,168 | | | | 99,419,358 | |
Brian Roberts | | | — | | | | — | | | | 350,125 | | | | 22,965,107 | |
Kristin Sverchek | | | 58,400 | | | | 3,348,004 | | | | 164,703 | | | | 10,582,352 | |
Ran Makavy | | | — | | | | — | | | | 752,822 | | | | 50,157,570 | |
Jon McNeill | | | — | | | | — | | | | 262,644 | | | | 17,957,589 | |
| (1) | The value realized upon exercise of stock options is calculated by subtracting the stock option exercise price from the fair market value on the exercise date, and multiplying the difference by the number of shares.
| |
| (2) | The value realized upon vesting of RSUs is calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately preceding trading day).
| |
2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | Stock Awards |
Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(2) |
Logan Green | — | | | — | | | 311,000 | | | 11,207,662 | |
John Zimmer | — | | | — | | | 311,000 | | | 11,207,662 | |
Brian Roberts | — | | | — | | | 181,474 | | | 6,503,625 | |
Kristin Sverchek | 70,101 | | | 2,835,775 | | | 93,154 | | | 3,314,248 | |
Eisar Lipkovitz | — | | | — | | | 281,858 | | | 10,931,364 | |
Ran Makavy | — | | | — | | | 278,137 | | | 10,465,507 | |
(1)The value realized upon exercise of stock options is calculated by subtracting the stock option exercise price from the fair market value on the exercise date, and multiplying the difference by the number of shares.
(2)The value realized upon vesting of RSUs is calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately preceding trading day).
Potential Payments Upon Termination or Change in Control
Executive Change in Control and Severance Plan In January 2019, our board of directors adopted an Executive Severance Plan pursuant to which our NEOs and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Executive Severance Plan.
All of our NEOs
who were employed with us as of December 31, 2019 signed a participation agreement under our Executive Severance Plan providing for the rights to the applicable payments and benefits described below.
Mr. McNeill signed an employment agreement providing for certain accelerated vesting rights in the event that his employment is terminated under qualifying circumstances.-38-
In the event of an “involuntary termination” of the employment of an NEO, which generally includes a termination of employment by the NEO for “good reason” or by us for a reason other than “cause,” death or “disability” (as such terms are defined in our Executive Severance Plan), that occurs outside the change in control period (as described below), then the NEO will be entitled to the following payments and benefits:
| | | | | | | | |
Item | | CEO / President | | All other NEOs |
Benefits (lump sum) | | • Salary: 1.0x (12 months) • Bonus: Prorated for termination year • Benefits: 12 months company-paid COBRA | | • Salary: 0.5x (6 months) • Bonus: Prorated for termination year • Benefits: 6 months company-paid COBRA |
If such involuntary termination occurs within a period beginning three months prior to and ending 12 months following a “change in control” (as defined in our Executive Severance Plan) (such period, the “change in control period”), then the NEO will be entitled to the following payments and benefits:
| | | | | | | | |
Item | | CEO / President | | All other NEOs |
Benefits (lump sum) | | • Salary: 1.5x (18 months) • Bonus: Prorated for termination year • Benefits: 18 months company-paid COBRA | | • Salary: 1.0x (12 months) • Bonus: Prorated for termination year • Benefits: 12 months company-paid COBRA |
Unvested Equity | | • Time-based equity: 100% acceleration of unvested equity • Performance-based equity: 100% acceleration at target | | • Time-based equity: 100% acceleration of unvested equity • Performance-based equity: 100% acceleration at target |
The receipt of the payments and benefits provided for under the Executive Severance Plan described above is conditioned on the NEO signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the
60th60th day following the NEO’s involuntary termination of employment, as well as compliance with certain
non-solicitation and
non-disparagement provisions during the period that is 12 months following the NEO’s termination of employment and continued compliance with the invention assignment and confidentiality agreement applicable to the NEO.
If any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the
excise tax, whichever results in the greater amount of
after-tax benefits to them. The Executive Severance Plan does not require us to provide any tax
gross-up payments to the NEOs.
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Death/Disability Benefits Policy
In September 2019,
Under our
Compensation Committee adopted a Death/Disability Benefit Policy,
for our employees, including our NEOs,
that provides forare eligible to receive certain health care premium payments and equity vesting acceleration benefits following an employee’s termination of employment due to that employee’s death or “disability” (as defined therein) (in either case, a “Qualifying Termination”). Upon an employee’s Qualifying Termination, the employee will be entitled to the following benefits, subject to the employee’s timely execution and
non-revocation of a release of claims in a form provided by us:
•Up to 24 months of COBRA premium payment for continued group health plan coverage for the employee and any spouse and/or eligible dependents of the employee (“Family Members”), if the employee, and/or that employee’s Family Members has or have coverage under a group health plan sponsored by us on the date of the employee’s Qualifying Termination; and
•24 months accelerated vesting of each of such employee’s then-outstanding equity awards that vest based solely on the satisfaction of time-based vesting conditions (including equity awards that became subject to only time-based vesting conditions following the achievement of one or more performance goals). However, the aggregate value of the equity awards that may vest, and if applicable, become fully exercisable under this Policy may not exceed $10 million.
In connection with the Lipkovitz Transition, we announced that Mr. Lipkovitz is expected to terminate his employment on May 31, 2021. Upon his employment termination date, he will receive the cash severance and COBRA reimbursements under the Executive Severance Plan, provided he timely signs and does not revoke a release of claims in accordance with the Executive Severance Plan, all as described in the “Executive Change in Control and Severance Plan” section above.
The following table sets forth information regarding potential payments that would have been provided to each of our NEOs who were employed with us as of December 31,
20192020 under each of the circumstances specified below if he or she had terminated employment with Lyft effective December 31,
2019: | | | | | | | | | | | | | | | | |
Name | | Qualifying Termination Not in Connection with a Change of Control ($) | |
| Base Salary Component | | | COBRA/Benefits Component | | | Value of Accelerated Equity Awards | | | Total | |
Logan Green | | | 450,000 | | | | 19,895 | | | | — | | | | 469,895 | |
John Zimmer | | | 450,000 | | | | 21,936 | | | | — | | | | 471,936 | |
Brian Roberts | | | 225,000 | | | | 10,968 | | | | — | | | | 235,968 | |
Kristin Sverchek | | | 225,000 | | | | 6,449 | | | | — | | | | 231,449 | |
Ran Makavy | | | 225,000 | | | | 10,968 | | | | — | | | | 235,968 | |
| | | | | | | | | | | | | | | | |
Name | | Termination Due to Death or Disability ($) | |
| Base Salary Component | | | COBRA/Benefits Component | | | Value of Accelerated Equity Awards(1) | | | Total | |
Logan Green | | | — | | | | 39,790 | | | | 10,000,000 | | | | 10,039,790 | |
John Zimmer | | | — | | | | 43,872 | | | | 10,000,000 | | | | 10,043,872 | |
Brian Roberts | | | — | | | | 43,872 | | | | 9,908,065 | | | | 9,951,938 | |
Kristin Sverchek | | | — | | | | 25,797 | | | | 4,343,342 | | | | 4,369,139 | |
Ran Makavy | | | — | | | | 43,872 | | | | 10,000,000 | | | | 10,043,872 | |
| (1) | The values of accelerated equity based on the stock price of $43.02, the closing price of a share of our Class A common stock on December 31, 2019.
| |
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2020, provided, that in the case of Mr. Lipkovitz, the amount presented is the amount expected to be provided to him upon his expected employment termination date on May 31, 2021, as described in the preceding paragraph: | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination Not in Connection with a Change of Control ($) |
Name | Base Salary Component | | COBRA/Benefits Component | | Value of Accelerated Equity Awards | | Total |
Logan Green | 450,000 | | | 21,645 | | | — | | | 471,645 | |
John Zimmer | 450,000 | | | 23,686 | | | — | | | 473,686 | |
Brian Roberts | 225,000 | | | 11,843 | | | — | | | 236,843 | |
Kristin Sverchek | 225,000 | | | 6,957 | | | — | | | 231,957 | |
Eisar Lipkovitz | 225,000 | | | 11,843 | | | — | | | 236,843 | |
Ran Makavy | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
Name | | Qualifying Termination in Connection with a Change of Control ($) | |
| Base Salary Component | | | COBRA/Benefits Component | | | Value of Accelerated Equity Awards(1) | | | Total | |
Logan Green | | | 675,000 | | | | 29,843 | | | | 23,413,635 | | | | 24,118,478 | |
John Zimmer | | | 675,000 | | | | 32,904 | | | | 23,413,635 | | | | 24,121,539 | |
Brian Roberts | | | 450,000 | | | | 21,936 | | | | 11,554,828 | | | | 12,026,764 | |
Kristin Sverchek | | | 450,000 | | | | 12,898 | | | | 5,345,579 | | | | 5,808,477 | |
Ran Makavy | | | 450,000 | | | | 21,936 | | | | 18,379,263 | | | | 18,851,199 | |
| (1) | The values of accelerated equity based on the stock price of $43.02, the closing price of a share of our Class A common stock on December 31, 2019.
| |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Termination Due to Death or Disability ($) |
Name | Base Salary Component | | COBRA/Benefits Component | | Value of Accelerated Equity Awards(1) | | Total |
Logan Green | — | | | 43,290 | | | 10,000,000 | | | 10,043,290 | |
John Zimmer | — | | | 47,372 | | | 10,000,000 | | | 10,047,372 | |
Brian Roberts | — | | | 47,372 | | | 10,000,000 | | | 10,047,372 | |
Kristin Sverchek | — | | | 27,829 | | | 4,536,959 | | | 4,564,788 | |
Eisar Lipkovitz | — | | | 47,372 | | | 10,000,000 | | | 10,047,372 | |
Ran Makavy | — | | | — | | | — | | | — | |
(1)The values of accelerated equity based on the stock price of $49.13, the closing price of a share of our Class A common stock on December 31, 2020.
| | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination in Connection with a Change of Control ($) |
Name | Base Salary Component | | COBRA/Benefits Component | | Value of Accelerated Equity Awards(1) | | Total |
Logan Green | 675,000 | | | 32,468 | | | 11,459,573 | | | 12,167,041 | |
John Zimmer | 675,000 | | | 35,529 | | | 11,459,573 | | | 12,170,102 | |
Brian Roberts | 450,000 | | | 23,686 | | | 22,289,693 | | | 22,763,379 | |
Kristin Sverchek | 450,000 | | | 13,914 | | | 7,201,425 | | | 7,665,339 | |
Eisar Lipkovitz | 450,000 | | | 23,686 | | | 27,941,902 | | | 28,415,588 | |
Ran Makavy | — | | | — | | | — | | | — | |
(1)The values of accelerated equity based on the stock price of $49.13, the closing price of a share of our Class A common stock on December 31, 2020.
CEO Pay Ratio Disclosure
In accordance with SEC rules, we are reporting our CEO pay ratio. As set forth in the “Summary Compensation Table” on page 38 of this proxy statement, Mr. Green’s annual total compensation for fiscal 2020 was $1,018,107. Annual total compensation of the median employee was $169,278, resulting in a CEO pay ratio of 6:1.
The SEC rules for identifying the median employee and calculating the CEO pay ratio do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may apply reasonable assumptions and estimates that are different from those used by us. Therefore, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
Our CEO pay ratio is based on the following methodology:
•Analyzed all of Lyft’s employees, and excluded contractors, other non-employees, and the CEO, as of December 31, 2020.
•To determine the median employee, used annual base salary, actual bonus, grant date fair value of equity awards granted during fiscal 2020. Annualized base salaries for employees that were not employed for the full year and grant date fair value of equity awards vest over multiple years.
•After identifying the median employee, calculated annual total compensation of the median employee using the same methodology that was used for our NEOs, as set forth in the “Summary Compensation Table” on page 38 of this proxy statement.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes our equity compensation plan information as of December 31,
2019.2020. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.
| | | | | | | | | | | | |
Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | |
Equity compensation plans approved by security holders(1) | | | 44,642,726 | (2) | | $ | 5.13 | (3) | | | 60,767,268 | (4) |
(1) | Includes the 2008 Equity Incentive Plan (“2008 Plan”), the 2018 Equity Incentive Plan (“2018 Plan”), the 2019 Equity Incentive Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“ESPP”). The 2008 Plan was terminated effective June 2018 and the 2018 Plan was terminated effective March 2019.
|
(2) | Includes 44,642,726 shares subject to options and RSUs that were outstanding as of December 31, 2019 that were issued under the 2008 Plan, the 2018 Plan, the 2019 Plan and the ESPP.
|
(3) | RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price.
|
(4) | As of December 31, 2019, an aggregate of 60,767,268 shares of common stock were available for issuance under the 2019 Plan and 2019 ESPP. The 2019 Plan provides that on the first day of each year beginning on January 1, 2020, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 35,000,000 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our board of directors may determine. The ESPP provides that on the first day of each year beginning January 1, 2020, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 7,000,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our board of directors may determine. On January 1, 2020, the number of shares of Class A common stock available for issuance under the 2019 Plan and the ESPP increased by 15,129,789 shares and 3,025,957 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.
|
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| | | | | | | | | | | | | | | | | | | | |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | |
Equity compensation plans approved by security holders(1) | 35,521,031 | | (2) | $ | 5.47 | | (3) | 66,903,373 | | (4) |
(1)Includes the 2008 Equity Incentive Plan (“2008 Plan”), the 2018 Equity Incentive Plan (“2018 Plan”), the 2019 Equity Incentive Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“ESPP”). The 2008 Plan was terminated effective June 2018 and the 2018 Plan was terminated effective March 2019.
(2)Includes 35,521,031 shares subject to options, RSUs and PSUs that were outstanding as of December 31, 2020 that were issued under the 2008 Plan, the 2018 Plan and the 2019 Plan.
(3)RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price.
(4)As of December 31, 2020, an aggregate of 66,903,373 shares of common stock were available for issuance under the 2019 Plan and 2019 ESPP. The 2019 Plan provides that on the first day of each year beginning on January 1, 2020, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 35,000,000 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our board of directors may determine. The ESPP provides that on the first day of each year beginning January 1, 2020, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 7,000,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our board of directors may determine. On January 1, 2021, the number of shares of Class A common stock available for issuance under the 2019 Plan and the ESPP increased by 16,186,855 shares and 3,237,371 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31,
20202021 for:
•each of our named executive officers;
•all of our current directors and executive officers as a group; and
•each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on
297,989,705320,510,647 shares of our Class A common stock and 8,802,629 shares of our Class B common stock outstanding as of March 31,
2020.2021. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31,
20202021 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31,
20202021 to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Lyft, Inc., 185 Berry St., Suite 5000, San Francisco, California 94107. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
| | | | | | | | | | | | | | | | | |
| Amount and nature of beneficial ownership | Total Voting Power |
| Class A shares | % | Class B shares | % |
Logan Green (1) | 94,908 | | * | 5,642,102 | | 64.10 | | 22.74 | % |
John Zimmer (2) | 984,040 | | * | 3,160,527 | | 35.90 | | 12.93 | % |
Brian Roberts (3) | 998,892 | | * | — | | — | | * |
Kristin Sverchek (4) | 216,857 | | * | — | | — | | * |
Sean Aggarwal (5) | 1,368,869 | | * | — | | — | | * |
Ariel Cohen | — | * | — | | — | | * |
Ann Miura-Ko (6) | 54,472 | | * | — | | — | | * |
Valerie Jarrett (7) | 16,814 | | * | — | | — | | * |
David Lawee (8) | 6,427,328 | | 2.01 | | — | | — | | 1.29 | % |
Mary Agnes Wilderotter (9) | 20,664 | | * | — | | — | | * |
Eisar Lipkovitz (10) | 222,551 | | * | — | | — | | * |
Ran Makavy (11) | 242,317 | | * | — | | — | | * |
All current executive officers and directors as a group (10 persons) (12) | 10,182,844 | | 3.17 | | 8,802,629 | | 100 | | 37.44 | % |
Greater than 5% stockholders | | | | | |
Entities affiliated with Fidelity (13) | 46,331,460 | | 14.46 | | — | | | 9.33 | % |
Entities affiliated with Rakuten (14) | 31,407,623 | | 9.80 | | — | | | 6.32 | % |
Entities affiliated with JPMorgan Chase & Co. (15) | 25,556,103 | | 7.97 | | — | | | 5.15 | % |
Entities affiliated with The Vanguard Group (16) | 21,162,394 | | 6.60 | | — | | | 4.26 | % |
| | | | | | | | | | | | | | | | | | | | |
| | Amount and nature of beneficial ownership | | | Percent of Total Voting Power | |
| Class A shares | | | % | | | Class B shares | | | % | |
Logan Green(1) | | | 816,347 | | | | | * | | | 5,642,102 | | | | 64.10 | | | | 23.97 | % |
John Zimmer(2) | | | 816,296 | | | | | * | | | 3,160,527 | | | | 35.90 | | | | 13.50 | % |
Brian Roberts(3) | | | 968,281 | | | | | * | | | — | | | | — | | | | | * |
Kristin Sverchek(4) | | | 294,495 | | | | | * | | | — | | | | — | | | | | * |
Sean Aggarwal(5) | | | 1,411,402 | | | | | * | | | — | | | | — | | | | | * |
Ben Horowitz(6) | | | 12,873,987 | | | | 4.32 | | | | — | | | | — | | | | 2.72 | % |
Hiroshi Mikitani(7) | | | 31,400,156 | | | | 10.54 | | | | — | | | | — | | | | 6.62 | % |
AnnMiura-Ko(8) | | | 47,005 | | | | | * | | | — | | | | — | | | | | * |
Valerie Jarrett(9) | | | 20,393 | | | | | * | | | — | | | | — | | | | | * |
David Lawee(10) | | | 12,584,332 | | | | 4.22 | | | | — | | | | — | | | | 2.65 | % |
Mary Agnes Wilderotter(11) | | | 9,243 | | | | | * | | | — | | | | — | | | | | * |
Ran Makavy(12) | | | 303,958 | | | | | * | | | — | | | | — | | | | | * |
Jon McNeill(13) | | | 750,580 | | | | | * | | | — | | | | — | | | | | * |
All current executive officers and directors as a group (12 persons)(14) | | | 61,344,320 | | | | 20.52 | | | | 8,802,629 | | | | 100 | | | | 50.07 | % |
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†The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock beneficially owns an equivalent number of shares of Class A common stock.
# Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Each holder of Class B common stock shall be entitled to twenty votes per share of Class B common stock and each holder of Class A common stock shall be entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law.
*Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
(1)Consists of (i) 1,764 shares of Class A common stock held by Mr. Green, (ii) 1,627,851 shares of Class B common stock held by Mr. Green, (iii) 2,776,707 shares of Class B common stock held by El Trust dated August 3, 2015, for which Mr. Green and Mr. Green’s spouse serves as co-trustees, (iv) 1,237,544 shares of Class B common stock held by The Green 2014 Irrevocable Trust dated June 12, 2014, for which Mr. Zimmer serves as trustee and (v) 93,144 shares of Class A common stock issuable to Mr. Green upon the vesting of restricted stock units within 60 days of March 31, 2021.
(2)Consists of (i) 890,896 shares of Class A common stock held by Mr. Zimmer, (ii) 1,750,302 shares of Class B common stock held by Mr. Zimmer, (iii) 909,605 shares of Class B common stock held by The Zimmer 2014 Irrevocable Trust dated June 16, 2014, for which Mr. Green serves as trustee, (iv) 500,620 shares of Class B common stock held by The John Zimmer Living Trust dated July 30, 2015, for which Mr. Zimmer serves as trustee and (v) 93,144 shares of Class A common stock issuable to Mr. Zimmer upon the vesting of restricted stock units within 60 days of March 31, 2021.
(3)Consists of (i) 498,538 shares of Class A common stock held by Mr. Roberts, (ii) 10,070 shares of Class A common stock held by the Brian K. Roberts & Ann M. Roberts Revocable Trust dated November 27, 2006, for which Mr. Roberts and Mr. Roberts’ spouse serve as co-trustees, (iii) 39,536 shares of Class A common stock issuable to Mr. Roberts upon the vesting of restricted stock units within 60 days of March 31, 2021 and (iv) 450,748 shares of Class A common stock subject to outstanding stock options that are exercisable by Mr. Roberts within 60 days of March 31, 2021.
(4)Consists of (i) 51,454 shares of Class A common stock held by Ms. Sverchek, (ii) 49,900 shares of Class A common stock held by the Thomas and Kristin Sverchek Revocable Trust, for which Ms. Sverchek and Ms. Sverchek’s spouse serve as co-trustees, (iii) 16,875 shares of Class A common stock issuable to Ms. Sverchek upon the vesting of restricted stock units within 60 days of March
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| | Amount and nature of beneficial ownership | | | Percent of Total Voting Power | |
| Class A shares | | | % | | | Class B shares | | | % | |
Greater than 5% stockholders | | | | | | | | | | | | | | | | | | | | |
Entities affiliated with Fidelity(15) | | | 42,686,898 | | | | 14.32 | | | | — | | | | | | | | 9.00 | % |
Entities affiliated with Rakuten(7) | | | 31,400,156 | | | | 10.54 | | | | — | | | | | | | | 6.62 | % |
Entities affiliated with The Vanguard Group(16) | | | 17,662,156 | | | | 5.93 | | | | — | | | | | | | | 3.73 | % |
† | The Class B common stock is convertible at any time by the holder into shares of Class A common stock ona share-for-share basis,
such that each holder of Class B common stock beneficially owns an equivalent number of shares of Class A common stock.
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# | Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Each holder of Class B common stock shall be entitled to twenty votes per share of Class B common stock and each holder of Class A common stock shall be entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law.
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* | Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
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(1) | Consists of (i) 738,597 shares of Class A common stock held by Mr. Green, (ii) 1,627,851 shares of Class B common stock held by Mr. Green, (iii) 2,776,707 shares of Class B common stock held by El Trust dated August 3, 2015, for which Mr. Green serves as trustee, (iv) 1,237,544 shares of Class B common stock held by The Green 2014 Irrevocable Trust dated June 12, 2014, for which Mr. Zimmer serves as trustee and (v) 77,750 shares of Class A common stock issuable to Mr. Green upon the vesting of restricted stock units within 60 days of March 31, 2020.
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(2) | Consists of (i) 738,546 shares of Class A common stock held by Mr. Zimmer, (ii) 1,750,302 shares of Class B common stock held by Mr. Zimmer, (iii) 909,605 shares of Class B common stock held by The Zimmer 2014 Irrevocable Trust dated June 16, 2014, for which Mr. Green serves as trustee, (iv) 500,620 shares of Class B common stock held by The John Zimmer Living Trust dated July 30, 2015, for which Mr. Zimmer serves as trustee and (v) 77,750 shares of Class A common stock issuable to Mr. Zimmer upon the vesting of restricted stock units within 60 days of March 31, 2020.
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(3) | Consists of (i) 456,087 shares of Class A common stock held by Mr. Roberts, (ii) 2,309 shares of Class A common stock held by the Brian K. Roberts & Ann M. Roberts Revocable Trust dated November 27, 2006, for which Mr. Roberts and Mr. Roberts’ spouse serve asco-trustees, (iii) 59,137 shares of Class A common stock issuable to Mr. Roberts upon the vesting of restricted stock units within 60 days of March 31, 2020 and (iv) 450,748 shares of Class A common stock subject to outstanding stock options that are exercisable by Mr. Roberts within 60 days of March 31, 2020.
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(4) | Consists of (i) 21,966 shares of Class A common stock held by Ms. Sverchek, (ii) 77,550 shares of Class A common stock held by the Thomas and Kristin Sverchek Revocable Trust, for which Ms. Sverchek and Ms. Sverchek’s spouse serve asco-trustees, (iii) 20,400 shares of Class A common stock issuable to Ms. Sverchek upon the vesting of restricted stock units within 60 days of March 31, 2020 and (iv) 174,579 shares of Class A common stock subject to outstanding stock options that are exercisable by Ms. Sverchek within 60 days of March 31, 2020.
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(5) | Consists of (i) 3,358 shares of Class A common stock held by Mr. Aggarwal, (ii) 924,369 shares of Class A common stock held by Aggarwal Lee Family Trust, for which Mr. Aggarwal and Mr. Aggarwal’s spouse serve asco-trustees, (iii) 282,556 shares of Class A common stock held by the Aggarwal Lee Children’s Trust dated March 28, 2016, for which Mr. Aggarwal and Mr. Aggarwal’s spouse serve asco-trustees, (iv) 200,000 shares of Class A common stock held by Aggarwal Lee Dynasty Trust dtd April 18, 2016, for which Mr. Aggarwal and Mr. Aggarwal’s spouse serve asco-trustees and (v) 1,119 shares of Class A common stock issuable to Mr. Aggarwal upon the vesting of restricted stock units within 60 days of March 31, 2020.
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(6) | Consists of (i) 3,358 shares of Class A common stock held by Mr. Horowitz, (ii) 82,480 shares of Class A common stock held of record by The 1997 Horowitz Family Trust U/A dated November 20, 2012, for which Mr. Horowitz is a trustee, (iii) 2,243 shares of Class A common stock held by AH Capital Management, L.L.C., with respect to which shares Mr. Horowitz shares voting and dispositive power, (iv) 7,650,778 shares of Class A common stock held of record by AH Parallel Fund III, L.P. for itself and as nominee for AH Parallel FundIII-A, L.P., AH Parallel FundIII-B, L.P., and AH Parallel FundIII-Q, L.P. (collectively, the “AH Parallel Fund III Entities”), (v) 5,134,009 shares of Class A common stock held of record by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz FundIII-A, L.P., Andreessen Horowitz FundIII-B, L.P., and Andreessen Horowitz FundIII-Q, L.P. (collectively, the “AH Fund III Entities”) and (vi) 1,119 shares of Class A common stock issuable to Mr. Horowitz upon the vesting of restricted stock units within 60 days of March 31, 2020. AH Equity Partners III (Parallel), L.L.C. (“AH EP III Parallel”) is the general partner of the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. AH EP III Parallel has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund III Entities. AH Equity Partners III, L.L.C. (“AH EP III”) is the general partner of the AH Fund III Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. AH EP III has sole voting and dispositive power with respect to the shares held by the AH Fund III Entities. The address for each of these entities is 2865 Sand Hill Road, Suite 101, Menlo Park, California 94025.
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(7) | Consists of (i) 3,358 shares of Class A common stock held by Mr. Mikitani, (ii) 31,395,679 shares of Class A common stock beneficially held by Rakuten, Inc., which consist of (a) 16,410,011 shares of Class A common stock held by Viber Media S.à r.l (“Viber”), and (b) 14,985,668 shares of Class A common stock held by Rakuten Europe S.à r.l (“Rakuten Europe”) and (iii) 1,119 shares of Class A
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