UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

THREDUP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

ThredUp Inc.

969 Broadway

Suite 200

Oakland, California 94607

April 7, 2022[•], 2024

Dear thredUPThredUp Stockholder:

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of the 20222024 Annual Meeting and Proxy Statement. You are entitled to vote at our Annual Meeting and any adjournments, continuations or postponements of our Annual Meeting only if you were a stockholder as of the close of business on March 28, 2022.[•], 2024.

Thank you for your ongoing support of thredUP.ThredUp.

 

Sincerely,

James Reinhart

Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our internet or telephonic voting system.

ThredUp Inc.

969 Broadway

Suite 200

Oakland, California 94607

THREDUP INC.

969 Broadway

Suite 200

Oakland, California 94607

FOR THE 20222024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 26, 202223, 2024

Our board of directors (our “board”“Board”) solicits your proxy on our behalf for the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment, continuation or postponement of the Annual Meeting for the purposes set forth in this proxy statement for our Annual Meeting of Stockholders (this “Proxy Statement”) and the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet on May 26, 202223, 2024 at 12:30 p.m. Pacific Time. On or about April 7, 2022,[•], 2024, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 20212023 Annual Report on Form 10-K (“20212023 Annual Report”). If you held shares of our Class A common stock or Class B common stock at the close of business on March 28, 2022[•], 2024 you are invited to attend the meeting at www.virtualshareholdermeeting.com/TDUP2022TDUP2024 and vote on the proposals described in this Proxy Statement.

In this Proxy Statement the terms “thredUP,“ThredUp,” “the Company,” “we,” “us” and “our” refer to ThredUp Inc. and its subsidiaries. The mailing address of our principal executive offices is ThredUp Inc., 969 Broadway, Suite 200, Oakland, California 94607. 

PROPOSAL ONE:

Number of Directors; Board Structure

Our boardBoard is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class IIII directors expires at the Annual Meeting. The term of the Class III directors expires at the 20232025 annual meeting and the term of the Class IIIII directors expires at the 20242026 annual meeting. After the initial terms expire, directors are expected to be elected to hold office for a three-year term orand until the election and qualification of their successors in office.

On March 8, 2022, two19, 2024, one of our Class IIII directors, Greg Bettinelli and Norman Matthews,Marcie Vu, notified our boardBoard of theirher intent not to stand for re-election as a Class I directors.III director. The decisionsdecision of Greg Bettinelli and Norman MatthewsMarcie Vu not to stand for re-election is not a result of any disagreement with us on any matter relating to our operations, policies or practices. In connection with the expiration of the current term of Mr. Bettinelli and Mr. Matthews at the Annual Meeting, our board nominated Timothy Haley to stand for election as a Class I director at the Annual Meeting. Mr. Haley notified our board of his intention to resign as a Class II director at the conclusion of the Annual Meeting, contingent upon his election as a Class I director at the Annual Meeting. Mr. Haley’s decision to resign as a Class II director is solely to facilitate his election as a Class I director at the Annual Meeting and is not a result of any disagreement with us on any matter relating to our operations, policies or practices.

Nominees

Our boardBoard has nominated Messrs. Ian FriedmanMses. Patricia Nakache and Timothy Haley and Ms. Coretha RushingMandy Ginsberg for election as Class IIII directors to hold office until the 20252027 annual meeting of stockholders orand until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a member of our boardBoard and has consented to serve if elected. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class IIII is up for re-election at the Annual Meeting.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused our boardBoard to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes and skills that led our boardBoard to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our board.Board. Finally, we value our directors’ diversity and experience in relevant areas of business management and on other boardsBoards and boardBoard committees.

The following table sets forth information regarding our directors, including their ages, as of April 7, 2022:5, 2024:

We believe that Ms. RushingNakache is qualified to serve as a member of our board of directors because of her significant knowledge of and history with our company, her experience as a seasoned investor and as a current and former director of numerous privately held consumer growth and technology companies, and her knowledge of the industry in which we operate.

We believe that Ms. Ginsberg is qualified to serve as a member of our board of directors because of her extensive operational, innovation and high-growth experience in human resources as well aswith consumer and digital companies and global company leadership and her experience as an advisor anda board member of publicly traded technology companies.

Information Concerning Continuing Directors

We believe that Mr. ReinhartFriedman is qualified to serve as a member of our boardBoard of directors because of his extensive business and investment experience and perspective as our Chief Executive Officer, Director and Co-Founder.

We believe that Ms. GinsbergMr. Haley is qualified to serve as a member of our boardBoard because of herhis extensive operational, innovationexperience in the venture capital industry and high-growth experience with consumer and digital companies and global company leadership and her experience as a board member of publicly traded and privately held technology companies.companies and his knowledge of the industry in which we operate.

We believe that Mr. Lazar is qualified to serve as a member of our board of directors because of his business and financial expertise and extensive experience as an executive and board member of publicly traded technology companies.

We believe that Mr. Nova is qualified to serve as a member of our board of directors because of his extensive experience with venture capital and technology companies and his experience as former director of publicly traded companies.

Ms. Rushing has served as a board member of 2U, Inc., a publicly traded educational technology company, since April 2016. Ms. Rushing also serves on the board of Nuvei Corporation, a publicly traded Canadian fintech company, since August 2023. She also serves as an external board member for Spencer Stuart, a global search firm and professional services firm, and advisor to private company boards. Ms. Rushing is a requested speaker at Northwesternvarious conferences focused on leadership, human capital, diversity, equity, and inclusion. Ms. Rushing served on the board, most recently as Chair and then Chair Emeritus of The Society for Human Resource Management. Ms. Rushing holds a Master of Education in Human Resources and Counseling from The George Washington University and a Bachelor of Science in EconomicsEducation from The Wharton School of the University of Pennsylvania.East Carolina University.

We believe that Ms. VuRushing is qualified to serve onas a member of our board due toBoard because of her extensive experience in human resources as well as her experience as an advisor in the consumer technology industry and her knowledgeboard member of the industry in which we operate.

CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our board,Board, which is elected by our stockholders. In carrying out its responsibilities, our boardBoard selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies.

Besides verifying the independence of the members of our boardBoard and committees (which is discussed in the section titled “Independence of Our Board”), at the direction of our board,Board, we also: 

In addition, we have adopted a set of corporate governance guidelines.Corporate Governance Guidelines. Our nominatingNominating and corporate governance committeeESG Committee is responsible for reviewing our corporate governance guidelinesCorporate Governance Guidelines from time to time and reporting and making recommendations to our boardBoard concerning corporate governance matters. A copy of our corporate governance guidelinesCorporate Governance Guidelines can be found on our investor relations website at ir.thredup.com. Our corporate governance guidelinesCorporate Governance Guidelines address such matters as:

Meetings of Our Board

Our boardBoard held sevenfour meetings in 2021.2023. Each director attended at least 75% of all meetings of our boardBoard and the committees on which he or she served that were held during fiscal year 2021.2023. Under our corporate governance guidelines,Corporate Governance Guidelines, directors are expected to spend the time needed and meet as frequently as our boardBoard deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend our annual meeting of stockholders, all meetings of our boardBoard and all meetings of the committees on which they serve. Directors are encouraged, but not required, to attend our annual meetings of stockholders.

Code of Conduct

Our boardBoard has adopted a codeCode of conductConduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our codeCode of conductConduct is available on our investor relations website at ir.thredup.com under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver

from, a provision of our codeCode of conductConduct by posting such information on the website address and location specified above. During 2021,2023, no waivers were granted from any provision of the codeCode of conduct.

Independence of Our Board

Our boardBoard has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our boardBoard has determined that Messrs. Bettinelli, Friedman, Haley, Lazar Matthews and Nova and Mmes.Mses. Ginsberg, Nakache, Rushing Sutter and Vu do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.Nasdaq and LTSE. In making these determinations, our boardBoard considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our boardBoard deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and any of their affiliated funds, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Board Leadership Structure

The positions of Chief Executive Officer and Chairperson of our boardBoard are separated. Patricia Nakache serves as the Chairperson of our board,Board, presides over meetings of our boardBoard and holds such other powers and carries out such other duties as are customarily carried out by the Chairperson of our board.Board. The Board believes that with Ms. Nakache’s experience as a current and former director of numerous privately held consumer growth and technology companies, as well as her significant knowledge of the industry in which we operate, she brings abundant governance expertise and business acumen that helps ensure strong independent oversight and effective collaboration among the directors. Our boardBoard believes that separating these roles is appropriate as it allows us to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance.

Our Board’s Role in Risk Oversight

Our boardBoard has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from boardBoard committees and members of senior management to enable our boardBoard to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.

Our boardBoard believes that open communication between our management team and our boardBoard is essential to management and oversight. Our boardBoard meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board,Board, as well as at such other times as they deem appropriate, where, among other topics they discuss major risk exposures, their potential impact on our business and steps we take to manage them.

While our boardBoard is ultimately responsible for risk oversight, our boardBoard committees assist our boardBoard in fulfilling its oversight responsibilities in certain areas of risk. Our audit committeeAudit Committee oversees and reviews the Company’s guidelines and policespolicies that govern the process by which the Company’s exposure to risk is assessed and managed

by management. More specifically, our audit committeeAudit Committee assists our boardBoard in fulfilling its oversight responsibilities with respect to risk assessment and risk management in the areas of internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance, liquidity risk, enterprise risk management and cybersecurity.cybersecurity, in consultation with Deloitte & Touche LLP. Our audit committeeAudit Committee also discusses and considers, with our management team and KPMGDeloitte & Touche LLP, the Company's major financial, operational, privacy, security, competition, regulatory, enterprise, network and product cybersecurity, and accounting risk exposures or other exposures and the steps that the Company's management has taken to monitor and control such exposures. Our nominatingNominating and corporate governance committeeESG Committee assists our boardBoard in fulfilling its oversight responsibilities with respect to the management of risk associated with our board’s

Risks Related to Compensation Policies and Practices

As part of its oversight function, our board,Board, and our compensation committeeCompensation Committee in particular, along with our management team, considers potential risks when reviewing and approving various compensation plans, including executive compensation. Based on this review, our compensation committeeCompensation Committee has concluded that such compensation plans, including executive compensation, do not encourage risk taking to a degree that is reasonably likely to have a materially adverse impact on us or our operations.

Committees of Our Board

Audit Committee

Our audit committeeAudit Committee consists of Messrs. Bettinelli, Friedman and Lazar and Ms. Vu, with Mr. Lazar serving as Chairperson. The composition of our audit committeeAudit Committee meets the requirements for independence under current Nasdaq and LTSE listing standards and SEC rules and regulations. Each member of our audit committeeAudit Committee meets the financial literacy requirements of Nasdaq and LTSE listing standards. In addition, our boardBoard has determined that Mr. Lazar is an audit committeeAudit Committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”) and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.Nasdaq and LTSE. Our audit committee,Audit Committee, among other things:

Our audit committeeAudit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.Nasdaq and LTSE. Our audit committeeAudit Committee held fivesix meetings during 2021.2023.

Compensation Committee

Our compensation committeeCompensation Committee consists of Messrs. Haley and Nova and Mses. Ginsberg and Rushing, with Mr. Haley serving as Chairperson. The composition of our compensation committeeCompensation Committee meets the requirements for independence under Nasdaq and LTSE listing standards and SEC rules and regulations. Each member of the compensation committeeCompensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange

the Exchange Act. The purpose of our compensation committeeCompensation Committee is to discharge the responsibilities of our boardBoard relating to compensation of our executive officers. Our compensation committee,Compensation Committee, among other things:

Compensation Committee Interlocks and Insider Participation

Nominating and Corporate GovernanceESG Committee

Identifying and Evaluating Director Nominees

Our boardBoard has delegated to our nominatingNominating and corporate governance committeeESG Committee the responsibility of identifying suitable candidates for nomination to our boardBoard (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelinesCorporate Governance Guidelines and the committee’sCommittee’s charter. Our nominatingNominating and corporate governance committeeESG Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the committeeCommittee deems to be appropriate in the evaluation process. Our nominatingNominating and corporate governance committeeESG Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board.Board. Based on the results of the evaluation process, our nominatingNominating and corporate governance committeeESG Committee recommends candidates for our board’sBoard’s approval as director nominees for election to our board.Board.

Minimum Qualifications

Our nominatingNominating and corporate governance committeeESG Committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our nominatingNominating and corporate governance committeeESG Committee will consider the current size and composition of our board,Board, as well as the needs of our boardBoard and the respective committees of our board.Board. Some of the qualifications that our nominatingNominating and corporate governance committeeESG Committee consider include, without limitation, issues of character, ethics, integrity, judgment, independence, diversity, skills, education, expertise, business acumen, length of service, understanding of our business and industry, and other commitments. Although our boardBoard does not maintain a specific policy with respect to boardBoard diversity, our boardBoard believes that our boardBoard should be a diverse body, and our nominatingNominating and corporate governance committeeESG Committee considers a broad range of backgrounds, skills and experiences.

Nominees must also have proven achievement and competence in their field, the ability to exercise sound business judgment, an objective perspective, the ability to offer advice and support to our management team, and the ability to make significant contributions to our success. Nominees must also have skills that are complementary to those of our existing board,Board, the highest ethics, a commitment to the long-term interests of our stockholders, and an understanding of the fiduciary responsibilities that are required of a director. Nominees must have sufficient time available in the judgment of our nominatingNominating and corporate governance committeeESG Committee to effectively perform all boardBoard and committee responsibilities. Members of our boardBoard are expected to prepare for, attend and participate in all meetings of our boardBoard and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominatingNominating and governance committeeESG Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. After completing its review and evaluation of director candidates, our nominatingNominating and corporate governance committeeESG Committee recommends to our full boardBoard the director nominees for selection.

Stockholder Recommendations

Eligible stockholders may submit recommendations for director candidates to our nominatingNominating and corporate governance committeeESG Committee by sending the individual’s name and qualifications to our Chief Legal Officer at ThredUp Inc., 969 Broadway, Suite 200, Oakland, California 94607, who will forward all recommendations to our nominatingNominating and corporate governance committee.ESG Committee. Any such recommendations should include the information required by our bylaws. Our nominatingNominating and corporate governance committeeESG Committee will evaluate any candidates properly recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or members of our management team.

Stockholder and Interested Party Communications

Our boardBoard provides to every stockholder and interested party the ability to communicate with our board,Board, as a whole, and with individual directors on our boardBoard through an established process for stockholder and interested party communication. For a stockholder or interested party communication directed to our boardBoard as a whole,

For a stockholder communication directed to an individual director in his or her capacity as a member of our board,Board, stockholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or expedited delivery service to the address listed below or by e-mailemail to ir@thredup.com:

If sent by e-mail,email, the communication should specify “Attn. [Name of Director]” in the subject line. We encourage stockholders to e-mailemail any such communications to us to help ensure prompt receipt.

Our Chief Legal Officer, in consultation with appropriate members of our board,Board, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board,Board, or if none is specified, to the Chairperson of our board.Board. The Chief Legal Officer will generally not forward communications if they are deemed inappropriate, consist of individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to securityholders or other constituencies of the Company, solicitations, advertisements, surveys, “junk” mail, or mass mailings.

Our Impact and ESG (Environmental, Social and Governance) Efforts

We are committed to sustainable and ethical business practices and have implemented ESG policies and goals throughout our company to formalize and manage our commitment over time.

We are also focused on educating the world about fashion waste, helping consumers understand how their fashion habits contribute to climate change and empowering individuals with the tools they need to make more sustainable fashion choices. For example, in 2020,2023, we partnered with independent environmental research firm

Green Story Inc. to create thredUP’srelaunch ThredUp’s Fashion Footprint Calculator to help our users learn more about theirthe carbon footprint associated with clothing purchases and disposal habits. In addition, our annual Resale Report highlightssizes the rapidly emerginggrowing secondhand market and resale economy,industry and includes a fashion waste analysis that shines a light ondata about the global issuesrole sustainability plays in purchasing decisions, as well as the rise of overproduction, disposable fashion culture,branded resale and single-use fashion.its impact.

Additionally, we engage in public policy and advocacy in partnership with industry groups and coalitions to educate policymakers and shape relevant public policy. For instance, we are a founding member of The American Circular Textiles ("ACT") policy group, which aims to develop and shape policies to support circular fashion and textile recycling and recovery in the United States. We believe these efforts will be key for combating the fashion industry’s environmental impact. Our educational, public policy and government relations efforts shine a light on global issues such as overproduction, product circularity, disposable fashion culture and single-use fashion. We are a member of the Ellen MacArthur Foundation, an organization which supports growth of the circular economy by mobilizing solutions at scale, globally, with a diverse set of stakeholders. Earlier this year, we became founding signatories of Fashion Declares, an international business coalition focused on addressing climatic, ecological and social issues in the fashion industry. We have also come out in public support of the Fashion Sustainability and Social Accountability Act, a New York State legislative bill aimed at addressing the environmental impact of the fashion industry.

As part of this goal, we believe in the importance of fostering a diverse, inclusive and safe workplace and we are committed to ensuring our employees and professional contractors are comfortable bringing their authentic selves to work every day. We believe that a unique perspective is critical to solving complex problems and inspiring a new generation of consumersthe world to think secondhand first. Overall,We champion diversity in its most expansive sense, recognizing and embracing a rich spectrum of perspectives, experiences, and talents. Our commitment extends to a broad array of backgrounds, skills, and ideas, fostering an inclusive culture that fuels innovation, creativity, and collective success. Demographically, as of December 31, 2021, 70%2023, 67% of our workforce identifies as female and 72%73% of our workforce identifies as minority, including 56.6%59% as Black or Latinx.Latino/a/x. As of December 31, 2021, 35%2023, 63% of our senior leadership team, which includes executives, senior vice presidents, vice presidents, senior directors, directors and general managers of operations, identifies as female and 30%21% of our senior leadership team identifies as minority, including 7%4% as Black or Latinx.Latino/a/x. We are committed to increasing diversity and representation through our diversity, equity, inclusion and belonging initiatives and to disclosing our diversity on an annual basis.

We continue to evolve the ways in which we come together as a team and focus on building a profitable, purposeful business. In 2023, we debuted our Employee Resource Group program with two initial groups: Uplift Women, dedicated to supporting women, and PrideUP, focused on fostering inclusivity and building a micro-community for members of the LGBTQIA+ community. Both groups are employee-led initiatives aimed at creating a sense of belonging within the broader organization.

We also have created programs to attract, retain and develop skilled workers of all backgrounds in our distribution centers, including thredUPThredUp University, a comprehensive leadership development program. We have also appointed a Diversity, Equity, Inclusion and Belonging (“DEIB”) Program manager tasked with enhancing the speed and efficiency of the implementation of the Company’s DEIB objectives. All full-time United States based employees are eligible to participate in our employee stock purchase plan, paid sabbatical program and 401k plan.

We believe independent governance fosters effective boardBoard leadership. For this reason, we have appointed an independent chair to lead our boardBoard of directors and have confirmed that all of our directors, other than our CEO, are independent according to the Nasdaq’sNasdaq and LTSE listing standards, including all of the members of our Audit,

Compensation and Nominating and Corporate GovernanceESG Committees. Under this framework, we believe that it is easier for boardBoard members to express dissenting views and that different viewpoints and perspectives will make us a more well-rounded and resilient company.

We are proud of having built a corporate culture that emphasizes and supports ethical corporate behavior. We have formally adopted and published our Code of BusinessConduct. The full text of our Code of Conduct and Ethics.is posted on our website at https://ir.thredup.com/corporate-governance/governance-overview under “Governance Documents.” Information on or accessible through our website is not incorporated by reference in this Proxy Statement. We have established a whistleblower program for compliance, ethics and fraud, overseen by our Audit Committee Chairperson and Chief Legal Officer. This year, we areWe also forming anhave a formal internal enterprise risk management committee, reporting to the Audit Committee,process to highlight emerging risks and oversee risk mitigation efforts across the organization.organization, overseen by our Audit Committee pursuant to our Audit Committee charter.

In addition to supporting an ethical culture, our boardBoard of directors values diversity and representative governance. As of December 31, 2021,2023, four of our 11nine directors (36%(44% of our boardBoard of directors), including our boardBoard chairperson, identified as female. Additionally, in January 2022, we appointed Coretha Rushing

Non-Employee Director Compensation

Our non-employee directors may elect to receive their cash retainers in the form of fully-vested restricted stock unit (“RSU”) awards.

Our policy provides that, upon initial election to our board,Board, each new non-employee director will be granted a one-time restricted stock unit award with a value of $300,000 (the “Initial Grant”). Furthermore, on the date of each of our annual meeting of stockholders, other than for non-employee directors that have been on the Board for less than six months as of such date, each non-employee director who continues as a non-employee director following such meeting will be granted an annual restricted stock unitRSU award with a value of $150,000 (the “Annual Grant”). The IPO Grant and Annual Grant vestvests in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. The Initial Grant vests in equal annual

Employee directors receive no additional compensation for their service as a director.

We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our boardBoard or any committee thereof.

The following table presents the total compensation for each person who served as a non-employee director in the year ended December 31, 2021,2023, or fiscal 2021.2023. Other than as set forth in the table below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2021.2023. During fiscal 2021,2023, Mr. Reinhart, our Chief Executive Officer, was a member of our board,Board, as well as an employee, and received no additional compensation for his services as a director. The compensation received by Mr. Reinhart as Chief Executive Officer of the Company is presented in the “Executive Compensation—Summary Compensation Table” below.

PROPOSAL TWO:

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committeeAudit Committee has appointed KPMGDeloitte & Touche LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2022,2024, and we are asking you and other stockholders to ratify this appointment. During 2021, KPMG LLP served as our independent registered public accounting firm.

Although ratification of the appointment of KPMGDeloitte & Touche LLP is not required by our bylaws or otherwise, our boardBoard is submitting the appointment of KPMGDeloitte & Touche LLP to stockholders for ratification as a matter of good corporate governance. A majority of the votes properly castvoting power of the shares present in person or by proxy at the Annual Meeting and entitled to vote on the proposal is required in order to ratify the appointment of KPMGDeloitte & Touche LLP. In the event that a majority of the votes properly castvoting power of the shares present in person or by proxy at the Annual Meeting and entitled to vote do not ratify this appointment of KPMGDeloitte & Touche LLP, our audit committeeAudit Committee will reconsider whether or not to retain KPMGDeloitte & Touche LLP. Even if the appointment is ratified, our audit committee,Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the stockholders.

We expect that representatives of KPMGDeloitte & Touche LLP will attend the Annual Meeting and the representatives will have an opportunity to make a statement if they so choose. The representatives will also be available to respond to appropriate questions from stockholders.

Audit Committee Charter and Practices on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Our audit committeeAudit Committee operates under the audit committeeAudit Committee charter pursuant to which our audit committeeAudit Committee must pre-approve all auditing services and non-audit services to be provided to the Company by independent auditors. Pursuant to the audit committeeAudit Committee charter, the pre-approval requirement is waived for non-audit services if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act apply. Further, our audit committeeAudit Committee may delegate authority to pre-approve non-audit services to the audit committeeAudit Committee chair up to a dollar amount agreed upon by our audit committee,Audit Committee, who shall report all pre-approval decisions to our audit committeeAudit Committee at its next scheduled meeting. The audit committeeAudit Committee has pre-approved all services performed since the audit committeeAudit Committee charter was adopted.

Audit and Non-Audit Fees

The following table sets forth the fees billed or to be billed by KPMGDeloitte & Touche LLP and itstheir affiliates for professional services rendered with respect to the years ended December 31, 20212023 and December 31, 2020.2022, respectively. All of these services were approved by our audit committee.Audit Committee.

Recommendation of our Board

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMGDELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.2024.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

This report is submitted by the audit committeeAudit Committee of the board.Board. The audit committeeAudit Committee consists of the directors whose names appear below. None of the members of the audit committeeAudit Committee is an officer or employee of thredUP,ThredUp, and the boardBoard has determined that each member of the audit committeeAudit Committee is “independent” for audit committeeAudit Committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable Nasdaq and LTSE rules. Each member of the audit committeeAudit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC, Nasdaq and Nasdaq.LTSE.

The audit committee’sAudit Committee’s general role is to assist the boardBoard in monitoring the Company’s financial reporting process and related matters. The audit committee’sAudit Committee ’s specific responsibilities are set forth in its charter.

The audit committeeAudit Committee has reviewed the Company’s consolidated financial statements for the year ended December 31, 20212023 and met with its management team, as well as with representatives of KPMGDeloitte & Touche LLP, the Company’s independent registered public accounting firm, to discuss the consolidated financial statements. The audit committeeAudit Committee also discussed with members of KPMGDeloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, the audit committeeAudit Committee received the written disclosures and the letter from KPMGDeloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committeeAudit Committee concerning independence and discussed with members of KPMGDeloitte & Touche LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the audit committeeAudit Committee recommended to the boardBoard that the Company’s audited consolidated financial statements for the year ended December 31, 20212023 be included in its 20212023 Annual Report.

Audit Committee

Jack Lazar (Chairperson)

Ian Friedman

Marcie Vu

EXECUTIVE OFFICERS

In addition to Mr. Reinhart, who serves as a director, our executive officers as of April 7, 20225, 2024 consisted of the following:

EXECUTIVE COMPENSATION

Overview

Our executive compensation programs are designed to attract, motivate, incentivize and retain our executive officers, who contribute to our long-term success. Pay that is competitive, rewards performance and effectively aligns the interests of our executive officers with those of our long-term stockholders is key to our compensation program design and decisions. We structure our executive compensation programs to be heavily weighted towards long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

Our compensation committeeCompensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In the year ended December 31, 2023, or fiscal 2021,2023, the compensation committeeCompensation Committee continued to retain Compensia to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The compensation committeeCompensation Committee engaged Compensia to, among other things, assist in developing a group of peer companies to help us determine overall compensation for our executive officers, as well as to assess each separate element of compensation. The goal was to ensure that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and aligned with our business and executive talent requirements. We do not believe the retention of, and the work performed by, Compensia creates any conflict of interest because Compensia performs no other work for the Company besides advising the compensation committee.Compensation Committee.

Included in this discussion is specific information about the compensation earned or paid in fiscal 20212023 to the following named executive officers: (i) the individual who served as Chief Executive Officer of the Company during fiscal 20212023 and (ii) the next two most highly compensated executive officers of the Company during fiscal 20212023 (the “Named Executive Officers”). Our Named Executive Officers for fiscal 20212023 are:

Summary Compensation Table

The following table presents information regarding the compensation awarded to, earned by and paid to our named executive officers during fiscal 20212023 and if applicable, for the year ending December 31, 2020,2022, or fiscal 2020.2022.

(1) The amounts reported for fiscal 2022 represent (i) retention bonuses provided to each of our named executive officers based on their continued employment to us through July 29, 2022 and October 31, 2022 in the aggregate amount of $114,145 for Mr. Reinhart, $33,923 for Mr. Homer, and $57,360 for Mr. Marino; and (ii) discretionary cash bonuses in the aggregate amount of $294,655 for Mr. Reinhart, $108,905 for Mr. Homer, and $148,006 for Mr. Marino.

(2) The amounts reported represent the aggregate grant date fair value of the stock optionRSU awards granted to our named executive officers during fiscal 2021,2023 and fiscal 2022, each calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification/FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures.forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the stock optionsRSUs reported in this column are set forth in Note 1110 of our consolidated financial statements included for fiscal 20212023 which are included in our annual report on Form 10-K filed with the SEC on March 22, 2022.5, 2024. The values reported for the RSU awards granted in fiscal 2022 in lieu of bonus eligibility that vest based on certain performance conditions (“PSUs”), as described in further detail in footnote 3 of this table, were calculated based on the expected value of the possible outcomes of the performance conditions related to these awards in accordance with ASC Topic 718 (excluding the effects of estimated forfeitures). The value of the PSU awards granted in fiscal 2022 at the grant date assuming the maximum achievement of the performance conditions was $537,919 for Mr. Reinhart, $159,612 for Mr. Homer and $270,575 for Mr. Marino. The amounts reported in this column reflect the accounting cost for these stock optionsthe RSUs and do not correspond to the actual economic value that may be received by our named executive officers upon the exercisesettlement of the stock optionssuch RSUs or any sale of the underlying shares of Class BA common stock.

(4) Mr. Marino resigned as described more fully in the section titled “Narrative to 2021 Summary Compensation Table” below.our President on December 31, 2023.

Narrative to 2021 Summary Compensation Table

Equity Compensation

Health and Welfare Benefits

Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans.

Perquisites and Personal Benefits

We generally do not provide perquisites to our executives, other than company-paid executive life insurance and executive long-term disability insurance premiums, reimbursement for relocation expenses and certain other de minimis perquisites to our executive officers, including our named executive officers.

Anti-Hedging and Pledging Policy

Our insider trading policy prohibits all of our directors, officers, including our named executive officers, employees and contractors, from (i) trading derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company'sCompany’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities or engage in any other hedging transaction with respect to the Company’s securities, at any time, (ii) using the Company'sCompany’s securities as collateral in a margin account and (iii) pledging the Company'sCompany’s securities as collateral for a loan (or modifying an existing pledge).

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis (the “401(k) Plan”). Participants in the 401(k) Plan are able to defer eligible compensation on a pre-tax or after tax (Roth) basis, subject to applicable annual Internal Revenue Code limits. The 401(k) Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code with the 401(k) Plan’s related trust intended to be tax exempt under Section 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) Plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) Plan.

Employment Agreements with Named Executive Officers

Offer Letters in Place During 2021Fiscal 2023 for Named Executive Officers

We did not have an offer letter agreement in place with Mr. Reinhart during fiscal 2021.2023. Mr. Reinhart’s employment is at-will and he is subject to our standard employment, confidential information, return of property, non-competition, non-solicitation, invention assignment and arbitration agreements.

In July 2010, we entered into an offer letter agreement with Mr. Homer, which set forth his initial annual base salary and his eligibility to participate in our benefit plans generally. Mr. Homer’s employment is at-will and he is subject to our standard employment, confidential information, return of property, non-competition, non-solicitation, invention assignment and arbitration agreements.

In August 2013, we entered into an offer letter agreement with Mr. Marino, which set forth his initial annual base salary, a signing bonus in the amount of $25,000, the term of his employment, certain relocation and expense reimbursements, his eligibility to receive stock option awards, and his eligibility to participate in our benefit plans generally. Mr. Marino’s employment is at-will and he is subject to our standard employment, confidential information, return of property, non-competition, non-solicitation, invention assignment and arbitration agreements.

Executive Severance Plan

Our named executive officers, and certain other executives, participate in an executive severance plan (the “Executive Severance Plan”). Our Executive Severance Plan provides that upon a (i) termination by us for any reason other than for “cause,” as defined in the Executive Severance Plan or (ii) for the Company’s chief executive officer only, a resignation for “good reason,” as defined in the Executive Severance Plan, in each case outside of the change in control period (i.e., the period beginning three months prior to and ending 12 months after, a “change in control,” as defined in the Executive Severance Plan), an eligible participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company, (i) cash payments over six monthly installments for each eligible participant, or for the Company’s chief executive officer 12 monthly installments, equal to 50% of an eligible participant’s “base salary” (as defined in the Executive Severance Plan), or for the Company’s chief executive officer, 100% of his base salary, and (ii) a monthly cash payment equal to our contribution towards health insurance premiums for up to six months for each eligible participant, or for the Company’s chief executive officer, 12 months.

The Executive Severance Plan also provides that upon a (i) termination by us other than for cause or (ii) a resignation for good reason, in each case within the change in control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum cash payment equal 100% of an eligible participant’s base salary, or for the Company’s chief executive officer, 150% of his base salary, (ii) a lump sum cash payment equal to 100% of the eligible participant’s annual target bonus, (iii) a monthly cash payment equal to our contribution towards health insurance premiums for up to 12 months for each eligible participant, or for the Company’s chief executive officer, 18 months, and (iv) accelerated vesting of 100% of the time-based outstanding and unvested equity award

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20212023 regarding shares of common stock that may be issued under the Company’s equity compensation plans consisting of the 2010 Plan, 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and the 2021 Equity Incentive Plan (the “2021 Plan”).

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 7, 2022,14, 2024, for:

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 percentage ownership of our common stock on 58,247,10280,273,242 shares of our Class A common stock and 40,430,11829,944,156 shares of our Class B common stock outstanding as of March 7, 2022.14, 2024. We have deemed shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 7, 202214, 2024 to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person. We have deemed shares of our common stock subject to restricted stock unit awards for which the service condition has been satisfied or would be satisfied within 60 days of March 7, 202214, 2024 to be outstanding and to be beneficially owned by the person holding the restricted stock unit awards for the purpose of computing the percentage ownership of that person. However, we did not deem these shares subject to stock options or restricted stock unit awards outstanding 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 ThredUp Inc., 969 Broadway Suite 200, Oakland, California 94607.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Transactions

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements and indemnification arrangements, discussed, when required, in the sections titled “Executive Officers” and “Executive Compensation” the following is a description of each transaction since January 1, 20212023 and each currently proposed transaction in which:

Investors’ Rights Agreement

We are party to a tenth amended and restated investors’ rights agreement, dated February 16, 2021 that provides, among other things, that certain holders of our capital stock, including entities affiliated with Global Private Opportunities Partners, Highland Capital Partners, Redpoint Ventures, Trinity Ventures and Upfront Ventures, each a current or former holder of more than 5% of our outstanding capital stock, and Norman Matthews, onea former member of our directors,Board, have the right to demand that we file a registration statement or request that their shares of our capital stock be included on a registration statement that we are otherwise filing.

Other Transactions

We have granted stock options and restricted stock unit awards for our common stock to our executive officers and certain of our directors. See the sections titled “Executive Compensation” and “Corporate Governance—Non-Employee Director Compensation” for a description of these options and restricted stock unit awards.

We have entered into indemnification agreements with each of our current directors and officers. Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

Procedures for Approval of Related Party Transactions

Our audit committeeAudit Committee charter provides that the audit committeeAudit Committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

Certain of the transactions described above were entered into prior to the adoption of this policy. Accordingly, such transactions were approved by either the audit committeeAudit Committee or the disinterested members of our boardBoard after making a determination that the transaction was executed on terms no less favorable than those that could have

ADDITIONAL INFORMATION

Delinquent Section 16(a) Reports