UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x
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Check the appropriate box:
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| o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a‑12 |
REVOLVE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
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x No fee required
o Fee paid previously with preliminary materials
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
REVOLVE GROUP, INC.
12889 Moore Street
Cerritos, California 90703
NOTICE OF 20212022 ANNUAL MEETING OF STOCKHOLDERS
To be held at 11:00 a.m. Pacific Time on Friday, June 11, 202110, 2022
TO STOCKHOLDERS OF REVOLVE GROUP, INC.:Dear Fellow Stockholders:
The 2021 Annual MeetingWe are pleased to invite you to attend the 2022 annual meeting of Stockholdersstockholders of Revolve Group, Inc., or REVOLVE, a Delaware corporation, willto be held on Friday, June 11, 2021,10, 2022 at 11:00 a.m. Pacific Time, solelyTime. The annual meeting will be conducted virtually via live webcast onaudio webcast. You will be able to attend the Internet at www.virtualshareholdermeeting.com/RVLV2021, forannual meeting virtually by visiting www.proxydocs.com/RVLV, where you will be able to register in advance to access and listen to the following purposesmeeting live, submit questions and vote online.
We are holding the annual meeting, as more fully described in the accompanying proxy statement, to act upon the following matters:
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TheOur board of directors of REVOLVE has fixed the close of business on April 16, 202114, 2022 as the record date for the annual meeting. Only stockholders of record of our common stock on April 16, 202114, 2022 are entitled to notice of and to vote at the annual meeting. Our proxy statement contains furtherFurther information regarding voting rights and the matters to be voted upon.upon is presented in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the 20212022 Annual Meeting of Stockholders to Be Held on Friday, June 11, 202110, 2022. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the Internet. The Notice provides instructions on how to vote and includes instructions on how to receive a copy of our proxy materials and annual report by mail or e-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed directly at the following Internet address: www.proxyvote.com,www.proxydocs.com/RVLV, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares at the annual meeting.
We appreciate your continued support of REVOLVE and look forward to you attending the meeting virtually or receiving your proxy.REVOLVE.
By order of the Board of Directors,
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Mike Karanikolas Co-Founder and Co-Chief Executive Officer
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| Michael Mente Co-Founder and Co-Chief Executive Officer |
Cerritos, California |
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PROXY STATEMENT
FOR 20212022 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
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REVOLVE GROUP, INC.
PROXY STATEMENT
FOR 20212022 ANNUAL MEETING OF STOCKHOLDERS
to be held on Friday, June 11, 202110, 2022 at 11:00 a.m. Pacific Time
This proxy statement and the accompanying proxy card are furnished by REVOLVE in connection with solicitation of proxies by our board of directors for use at the 2021 Annual Meeting of Stockholders of REVOLVE, or the Annual Meeting, to be held on Friday, June 11, 2021, at 11:00 a.m. Pacific Time, solely via live webcast on the Internet at www.virtualshareholdermeeting.com/RVLV2021, and for any postponements, adjournments or continuations thereof. On or about April 29, 2021, we first mailed to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for the Annual Meeting and our annual report to stockholders and how to submit your proxy for the Annual Meeting.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not incorporated by reference into this
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
Why am I receiving these materials?
This proxy statement and references tothe form of proxy are furnished in connection with the solicitation of proxies by our website address in this proxy statement are inactive textual references only.
How Do I Attendboard of directors for use at the Annual Meeting?
We2022 annual meeting of stockholders of Revolve Group, Inc., or REVOLVE, a Delaware corporation, and any postponements, adjournments or continuations thereof. The annual meeting will hold the Annual Meetingbe held on Friday, June 11, 202110, 2022 at 11:00 a.m. Pacific Time, solelyTime. The annual meeting will be conducted virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/RVLV2021.audio webcast. You will not be able to attend the Annual Meetingannual meeting virtually by visiting www.proxydocs.com/RVLV, where you will be able to register in person.advance to access and listen to the meeting live, submit questions and vote online during the meeting.
Stockholders will need to log-in to www.virtualshareholdermeeting.com/RVLV2021 using the 16-digit control number onThe Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this proxy cardstatement, the accompanying notice of annual meeting and form of proxy, and our annual report, is first being sent or voting instruction formgiven on or about April 29, 2022 to attendall stockholders of record as of April 14, 2022. The proxy materials and our annual report can be accessed as of April 29, 2022 by visiting www.proxydocs.com/RVLV. If you receive a Notice, then you will not receive a printed copy of the Annual Meeting.proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice.
What proposals will be voted on at the annual meeting?
Stockholders may vote their shares at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/RVLV2021 on the day of and during the Annual Meeting. If you are a beneficial owner, you must submit a legal proxy from your broker or other nominee as the record holder and a letter from your broker or other nominee showing that you were the beneficial owner of your shares on the record date.
Who Is Soliciting My Vote?
The board of directors of REVOLVE is soliciting your vote in connection with the Annual Meeting.
What Matters Am I Voting On?
Youfollowing proposals will be voting on:voted on at the annual meeting:
the election of the directors named in this proxy statement, each to serve until our 20222023 annual meeting of stockholders, or until their successors are duly elected and qualified;
a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2021; and
any other business that may properly come before the meeting.
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How Does the Board of Directors Recommend I Vote on These Proposals?
Our board of directors recommends that you vote your shares:
“FOR” the five nominees named in this proxy statement for election as directors; and;
“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the currentour fiscal year ending December 31, 2021.2022;
As of the date of this proxy statement, our management and board of directors were not aware of any other matters to be presented at the annual meeting.
How does the board of directors recommend that I vote on these proposals?
Our board of directors recommends that you vote your shares:
Who Is Entitledis entitled to Vote?vote at the annual meeting?
Only holdersHolders of our Class A common stock and Class B common stock as of the close of business on April 16, 2021,14, 2022, the record date are entitled to receive notice of and tofor the annual meeting, may vote at the Annual Meeting.annual meeting. As of the record date, there were 35,777,02040,710,564 shares of our Class A common stock outstanding and 36,422,33332,597,119 shares of our Class B common stock outstanding and entitled to vote.outstanding. Our Class A common stock and Class B common stock willwill vote as a single class on all matters described in this proxy statement for which your vote is being solicited. In deciding all matters atStockholders are not permitted to cumulate votes with respect to the Annual Meeting, each stockholder will be entitled to one vote for eachelection of directors. Each share of Class A common stock is entitled to one vote on each matter properly brought before the annual meeting and ten votes for each share of Class B common stock heldis entitled to ten votes on each matter properly brought before the record date. We do not have cumulative voting rights for the election of directors.annual meeting. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our common stock.
What Is the Difference Between Holding Shares as a Stockholder Stockholdersof Record and as a Beneficial Owner?
Many of our stockholders hold their shares as beneficial owners through a brokerage firm or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially through a broker or other nominee “in street name.”
Registered Stockholders or Stockholders of Record
If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, then you are considered the stockholder of record with respect to those shares and the Notice was providedsent directly to you directly by us. As thea stockholder of record, you have the right to grant your voting proxy directly to our designated proxiesthe individuals listed inon the proxy card or to vote on your own behalf at the annual meeting. We have enclosed a proxy card for you to use. Throughout this proxy statement, orwe refer to attend online and vote at the Annual Meeting.these holders as “stockholders of record.”
Beneficial OwnersStreet Name Stockholders
If your shares are held in a stock brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held “inin street name” and the Notice was forwarded to you by your broker, bank or other nominee, whowhich is considered the stockholder of record with respect to those shares. As thea beneficial owner, you mayhave the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Throughout this proxy statement, we refer to these holders as “street name stockholders.”
Can our co-founders and co-chief executive officers determine the outcome of the proposals?
Yes. Each share of our Class A common stock is entitled to one vote per share and each share of our Class B common stock is entitled to ten votes per share. As of the record date, MMMK Development, Inc., or MMMK Development, an entity controlled by our co-founders and co-chief executive officers, and Messrs. Karanikolas and Mente collectively controlled approximately 89.0% of the voting power of our outstanding common stock and therefore will be able to determine the outcome of all matters submitted to our stockholders for approval at the annual meeting. See the section captioned “Security Ownership of Certain Beneficial Owners and Management.”
Is there a list of registered stockholders entitled to vote at the annual meeting?
A list of registered stockholders entitled to vote at the annual meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m. Pacific Time at our principal executive offices located at 12889 Moore Street, Cerritos, California 90703 by contacting our corporate secretary. The list of registered stockholders entitled to vote at the annual meeting will also be available online during the annual meeting for those stockholders who have registered to attend at www.proxydocs.com/RVLV.
How many votes are needed for approval of each proposal?
Proposal No. 1: Election of Directors
Each director is elected by a plurality of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of each of the director nominees named herein or (2) WITHHOLD authority to vote for each such director nominee. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non‑vote, will have no effect on the outcome of the election.
Proposal No. 2: Ratification of the Appointment of KPMG LLP
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the annual meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions are considered votes cast and thus will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the outcome of this proposal.
Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers
The approval, on a non-binding advisory basis, of our named executive officer compensation requires the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the annual meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions are considered votes cast and thus will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this vote is advisory only, it will not be binding on us or on our board of directors. Our board of directors and our compensation committee will consider the outcome of the vote when determining the compensation of our named executive officers.
Proposal No. 4: Advisory Vote on the Frequency of Advisory Votes on the Compensation of Our Named Executive Officers
The approval, on a non-binding advisory basis, of the frequency of future stockholder non-binding advisory votes on our named executive officer compensation selected by stockholders will be the frequency that receives the greatest number of votes. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Because this vote is advisory only, it will not be binding on us or on our board of directors. Our board of directors and our compensation committee will consider the outcome of the vote when determining how often we should submit to stockholders a non-binding advisory vote to approve the compensation of our named executive officers.
What is the quorum requirement for the annual meeting?
A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our bylaws and Delaware law. The presence, virtually or by proxy, of holders of a
majority of the voting power of the stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the annual meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.
How do I vote and what are the voting deadlines?
Stockholders of Record
If you are a stockholder of record, you may vote in accordance withone of the following ways:
Submitting your proxy by Internet, by telephone or by mail will in no way limit your right to vote at the annual meeting if you later decide to attend virtually. Even if you currently plan to virtually attend the annual meeting, we recommend that you also invitedsubmit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. However, sinceannual meeting.
In order to virtually attend the annual meeting, you must first register at www.proxydocs.com/RVLV at least 15 minutes prior to the start of the annual meeting. Upon completing your registration, you will receive further instructions via e-mail, including a beneficial owner is notunique link that will allow you to access the annual meeting and submit questions.
Street Name Stockholders
If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of record,Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or the Notice indicates that you may vote your shares through the www.proxydocs.com/RVLV website, then you may vote those shares at the annual meeting with the control number indicated on that voting instruction form or the Notice. Otherwise, you may not vote your shares online at the Annual Meetingannual meeting unless you follow your broker’s or nominee’s procedures for obtainingobtain a legal proxy.proxy from your broker, bank or other nominee.
How CanWhat if I Contact REVOLVE’s Transfer Agent?do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?
You can contact our transfer agent using the following information:
By Regular Mail:Stockholders of Record
EQ Shareowner Services
PO Box 64874
St Paul MN 55164-0874
By Overnight Mail:
EQ Shareowner Services
1110 Centre Point Curve, Suite 101
Mendota Heights, MN 55120-4100
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By Telephone:
800-468-9716
How Do I Vote?
You may vote by attending the virtual Annual Meeting online or by following the instructions set forth in the Notice or on your proxy card or, ifIf you are a beneficial owner,stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:
In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.
Street Name Stockholders
Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by followingtheir customers. In the procedures provided byabsence of timely directions, your broker, bank or other nominee. You may accessnominee will have discretion to vote your shares on our sole routine matter: the Notice, proxy materials andproposal to ratify the appointment of KPMG LLP as our annual reportindependent registered public accounting firm for our fiscal year ending December 31, 2022. Your broker, bank or other nominee will not have discretion to stockholders at www.proxyvote.com. You may vote on any other proposals, which are considered non‑routine matters, absent direction from you. In the Internet by goingevent that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to www.proxyvote.com and followingvote your shares on the instructions. You may alsonon‑routine matters, then those shares will be treated as broker non‑votes with respect to the non‑routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote by telephone by calling 1-800-690-6903 freeto ensure that your shares are counted on each of charge.the proposals.
Can I Change My Votechange my vote or Revoke My Proxy?revoke my proxy after I return my proxy card?
Yes. YouStockholders of Record
If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meetingannual meeting by:
casting entering a new vote by Internet or by telephone;
completing and returning a later-datedlater‑dated proxy card;
notifying thedelivering a written notice of revocation to our corporate secretary of REVOLVE, in writing,at Revolve Group, Inc., Attention: Corporate Secretary, 12889 Moore Street, Cerritos, California 90703, which must be received prior to the annual meeting; or
virtually attending the Annual Meeting and voting.
Attendanceannual meeting (although attendance at the Annual Meetingannual meeting will not, causeby itself, revoke a proxy).
Street Name Stockholders
If you are a street name stockholder, then your previously granted proxybroker, bank or other nominee can provide you with instructions on how to be revoked unless you submit a written ballot at the Annual Meeting.change your vote or revoke your proxy.
What Isdo I need to do to attend the Effectannual meeting?
We will be hosting the annual meeting via live audio webcast only. The live audio webcast of Givingthe annual meeting will be available for listening by the general public, but participation in the annual meeting, including voting shares and submitting questions, will be limited to stockholders.
Stockholders of Record
If you were a Proxy?
A proxy isstockholder of record as of the record date, then you may attend the annual meeting virtually and will be able to submit your legal designation of another person to votequestions during the stock you own at the Annual Meeting. The person you designate is your “proxy,”meeting and you give your proxy authority to vote your shares electronically during the meeting by
registering at www.proxydocs.com/RVLV. To attend and participate in the annual meeting, you will need the control number included on the Notice or proxy card. If you lose your control number, you may join the annual meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business as of the record date. The annual meeting live audio webcast will begin promptly at 11:00 a.m. Pacific Time on Friday, June 10, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time and you should allow ample time for the check-in procedures.
Street Name Stockholders
If you were a street name stockholder as of the record date and your voting by telephoneinstruction form or overthe Notice indicates that you may vote your shares through the www.proxydocs.com/RVLV website, then you may access and participate in the annual meeting with the control number indicated on that voting instruction form or the Notice. Otherwise, street name stockholders should contact their bank, broker or other nominee and obtain a legal proxy in order to be able to attend and participate in the annual meeting.
Can I ask questions at the annual meeting?
You may submit questions via the Internet during the annual meeting by participating in the webcast by registering at www.proxydocs.com/RVLV. We will answer timely submitted questions on a matter to be voted on at the annual meeting before voting is closed on the matter. Following adjournment of the formal business of the annual meeting, we will address appropriate general questions from stockholders regarding our company in the order in which the questions are received. Questions received during the annual meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data privacy protection issues and we may edit profanity or other inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition.
As noted above, if you requestedlose your control number, you may join the annual meeting as a “Guest” but you will not be able to receive a printed copyvote, ask questions or access the list of stockholders as of the proxy materials, by submittingclose of business as of the proxy card.record date.
How can I get help if I have trouble checking in or listening to the annual meeting online?
If you encounter difficulties accessing the virtual annual meeting during the check-in or meeting time, please call the technical support number that will be provided in the instructional e-mail you will receive after registering for the virtual annual meeting.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors,directors. Jodi Lumsdaine Chapin, our general counsel and corporate secretary, and Jesse Timmermans, our chief financial officer, have been designated as proxy holders for the annual meeting by our board has designated Ms. Jodi Chapin and Mr. Jesse Timmermans to serve as proxies for the Annual Meeting.of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meetingannual meeting in accordance with the instructioninstructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above.
If any other matters not described in the proxy statement are properly presented atbrought before the Annual Meeting,annual meeting, then the proxy holders will use their own judgment to determine how to vote your shares.
If the Annual Meetingannual meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, as well, unless you have properly revoked your proxy, instructions, as described above.
Why Did I Receive a Notice RegardingWho will count the Availability of Proxy Materials onvotes?
Jodi Lumsdaine Chapin, our general counsel and corporate secretary, and Jesse Timmermans, our chief financial officer, will tabulate the Internet Instead of a Full Set of Proxy Materials?
In accordance with the rules of the U.S. Securities and Exchange Commission, or SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report to our stockholders, primarily via the Internet. On or about April 29, 2021, we first mailed to our stockholders the Notice that contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals to be presented at the Annual Meeting and how to request printed copies of the proxy materials and our annual report to stockholders.
Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the
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availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.
How Do We Count Votes?
The Inspector of Election appointed by our board of directors for the Annual Meeting is responsible for counting votes. For Proposal No. 1, the Inspector of Election will separately count “For” and “Withhold” votes and broker non-votes for each nominee. For Proposal No. 2, the Inspectoract as inspectors of Election will separately count “For” and “Against” votes, abstentions and broker non-votes. See the section below captioned “How mayelection.
Is my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?” for more information.confidential?
What Is a Quorum?
A quorum is the minimum number of shares required to virtually attend or be represented by proxy at the Annual Meeting for the meeting to be properly held and business to be conducted at the meeting in accordance with our bylaws and Delaware law. If there is no quorum at the Annual Meeting, either the chairperson of the meeting or the stockholders entitled to vote who are present at the meeting may adjourn the meeting to another date. The presence, online or by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum at the meeting.
A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted (referred to as “stockholder withholding”) with respect to a particular matter. Similarly, a broker may not be permitted to vote stock, referred to as a “broker non-vote,” held in street name with respect to certain matters in the absence of instructions from the beneficial owner of the stock. The shares subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum.
How Many Votes Are Needed for Approval of Each Matter?
Proposal No. 1 — Election of Directors: The election of directors requires a plurality vote of the shares of common stock voted at the Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” with respect to a particular nominee (whether as a result of a stockholder abstention or withholding or a broker non-vote) will have no effect on the outcome of the election.
Proposal No. 2 — Ratification of the Appointment of KPMG LLP: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2021 must receive the affirmative “FOR” vote of a majority of the shares present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal.
How Are Proxies Solicited for the Annual Meeting?
The board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation, including the cost of preparing, assembling, printing, filing, mailing and otherwise distributing the Notice or proxy materials and soliciting votes for use at the Annual Meeting will be borne by REVOLVE. If you choose to access the proxy materials or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for any telephone charges you may incur. In addition to the mailing of the Notice or proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.
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How May My Brokerage Firm or Other Intermediary Vote My Shares If I Fail to Provide Timely Directions?
If your broker holds your shares as your nominee (that is, in “street name”), you will need to follow the instructions your broker provides to instruct your broker on how to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal No. 2) is considered routine under applicable rules. Since a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to exist in connection with this proposal. The election of directors (Proposal No. 1) is considered non-routine under applicable rules. Absent direction from you, your broker will not have discretion to vote on the election of directors, and therefore there may be broker non-votes in connection with this proposal.
Is My Vote Confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within REVOLVE or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
How can I contact REVOLVE’s transfer agent?
You may contact our transfer agent, Equiniti Trust Company, by telephone at 800-468-9716, or by writing Equiniti Trust Company at EQ Shareowner Services, PO Box 64874, St. Paul, Minnesota 55164-0874. You may also access instructions with respect to certain stockholder matters (such as a change in your address) via the Internet at www.shareowneronline.com.
How are proxies solicited for the annual meeting and who is paying for such solicitation?
Our board of directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.
Where Cancan I Findfind the Voting Resultsvoting results of the Annual Meeting?annual meeting?
If possible, we will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K8‑K that we will file with the U.S. Securities and Exchange Commission, or SEC, within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K,8‑K, we will file a Form 8-K8‑K to publish preliminary results and will provide the final results in an amendment to the Form 8-K8‑K as soon as they become available.
Why did I Share an Addressreceive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with Another Stockholder, and We Received Only One Paper Copythe rules of the Proxy Materials. How May I Obtain an Additional CopySEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. We believe that this process expedites stockholders’ receipt of the proxy materials, lowers the costs of the annual meeting and helps conserve natural resources. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials?Materials instead of a paper copy of the proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings. We may, at our discretion, voluntarily choose to mail or deliver a paper copy of the proxy materials, including our proxy statement and annual report, to one or more stockholders.
Can I access the proxy statement and annual report on the Internet?
Yes. As noted above, we are furnishing our proxy materials to our stockholders via the Internet, except for those stockholders who have elected to receive paper copies. We highly recommend that you receive electronic delivery of our proxy statements, annual reports and other stockholder communications. This helps reduce the use of paper and reduces our printing, postage and other costs. If you have previously requested paper copies of such materials, you can elect to receive electronic copies when you vote on the Internet.
This proxy statement, the form of proxy card and our annual report are available at www.proxydocs.com/RVLV. If you are a stockholder of record who has requested to receive paper copies of the proxy materials and would like to
access our future proxy statements and annual reports electronically instead of receiving paper copies in the mail, there are several ways to do this. You can mark the appropriate box on your proxy card or follow the instructions if you vote by telephone or the Internet. If you choose to access future proxy statements and annual reports on the Internet, you will receive a proxy card in the mail next year with instructions containing the Internet address for those materials. Your choice will remain in effect until you advise us otherwise. If you have Internet access, we hope you make this choice.
What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed proxy materials?
If you receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.
I share an address with another stockholder and we received only one copy of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability of Proxy Materials or proxy statement and annual report?
We have adopted a procedure approved by the SEC called “householding” to limit duplicate copies of our proxy materials being printed and delivered to stockholders sharing the same household. Under this householding procedure,“householding,” under which we send onlycan deliver a single copy of the Notice of Internet Availability of Proxy Materials and, if applicable, the proxy materialsstatement and annual report, to multiple stockholders of record who share the same address unless we receive contrary instructions from one of those stockholders notifies us that the stockholder would like a separate copy of the Notice or proxy materials.more stockholders. This householding procedure reduces our printing costs,and mailing costs, and fees.costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materialsstatement and annual report, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that REVOLVEwe only send a single copy of thenext year’s Notice or proxy statement and ifannual report, as applicable, the proxy materials, stockholdersyou may contact us by telephone at (562) 677-9513 or at the following address:as follows:
Revolve Group, Inc.
Attention: Investor Relations
12889 Moore Street
Cerritos, California 90703
Stockholders who hold shares in streetTel: (562) 677-9513
Street name stockholders may contact their brokerage firm,broker, bank broker-dealer or other similar organizationnominee to request information about householding.
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Who should I contact if I have questions?
What Is the Deadline to Propose Actions for Consideration at Next Year’s Annual Meeting of Stockholders or to Nominate Individuals to Serve as Directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary inIf you are a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2022 annual meeting of stockholders, unless the dateholder of our 2022 annual meeting is changed by more than 30 days fromcommon stock through a brokerage account and you have any questions or need assistance in voting your shares, you should contact the date ofbroker or bank where you hold the Annual Meeting, our corporate secretary must receive the written proposal at our principal executive offices not later than December 30, 2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:account.
Revolve Group, Inc.
Attention: Corporate Secretary
12889 Moore Street
Cerritos, California 90703
Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in our proxy materials with respect to such meeting, (2) otherwise properly brought before the meeting by or at the directionIf you are a registered holder of our boardcommon stock and you have any questions or need assistance in voting your shares, please call our Investor Relations department at (562) 677-9513.
As an additional resource, the SEC website has a variety of directors, or (3) properly brought beforeinformation about the meeting by a stockholder of record entitled to voteproxy voting process at the annual meeting who has delivered timely written notice to our corporate secretary, which notice must contain the information specified in our bylaws. To be timely for our 2022 annual meeting of stockholders, our corporate secretary must receive the written notice at our principal executive offices:www.sec.gov/spotlight/proxymatters.shtml.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. UNDER NO CIRCUMSTANCES DOES THE DELIVERY OF THIS PROXY STATEMENT CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROXY STATEMENT.
not earlier than February 13, 2022; and
not later than the close of business on March 15, 2022.
However, if we hold our 2022 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:
the 90th day prior to such annual meeting; and
the 10th day following the day on which public announcement of the date of such meeting is first made.
If, after complying with the provisions above, a stockholder, or such stockholder’s qualified representative, does not appear at the 2022 annual meeting to present the stockholder’s proposal, we are not required to present the proposal for a vote at such meeting.
Nomination of Director Candidates
You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to the corporate secretary of REVOLVE at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section of this proxy statement captioned “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”
In addition, our bylaws permit stockholders of record to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must be entitled to vote at the annual meeting and provide the information required by our bylaws. In addition, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by our corporate secretary within the time period described above under “What Is the Deadline to Propose Actions for Consideration at Next Year’s Annual Meeting of Stockholders or to Nominate Individuals to Serve As Directors?”
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Availability of Bylaws
A copy of our bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
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ELECTION OF DIRECTORS
Our business and affairs are managed under the direction of our board of directors, which is currently composed of five members. Because we qualify as a “controlled company” under the corporate governance rules of the New York Stock Exchange, or NYSE, we are not required to comply with certain corporate governance standards, including the requirement to have a majority of our board of directors be independent.standards. See the section of this proxy statement captioned “Board of Directors and Corporate Governance—Controlled Company Exemption.” At each annual meeting of stockholders, directors will be elected for a one-year term.
Nominees for Director
The following table below sets forth the names and certain other information for each of the nominees for election as a director as of April 29, 2021.2022. Directors elected at the Annual Meetingannual meeting will serve until our 20222023 annual meeting of stockholders, or until their successors are duly elected and qualified.
Nominees |
| Age |
| Position |
Mike Karanikolas |
|
|
| Co-Chief Executive Officer and Director |
Michael Mente | 41 | Co-Chief Executive Officer and Director | ||
Melanie Cox(3) | 62 | Director | ||
Oana Ruxandra(4) |
| 40 |
|
|
|
|
|
| |
|
|
| ||
|
|
| Director |
|
|
|
|
|
|
Nominees for Director
Michael (“Mike”) Karanikolas, our co-founder, has served as our co-chief executive officer and as a member of our board of directors since inception. Before founding REVOLVE in 2003, Mr. Karanikolas was a software engineer at NextStrat from 2000 until 2002. Mr. Karanikolas holds a B.S. in engineering from Virginia Tech University. We believe Mr. Karanikolas’s perspective, experience and institutional knowledge as our co-founder and co-chief executive officer qualify him to serve as director.
Michael Mente, our co-founder, has served as our co-chief executive officer and as a member of our board of directors since inception. Before founding REVOLVE in 2003, Mr. Mente was an analyst at NextStrat from 2001 until 2002. Mr. Mente holds a B.S. in business administration from the University of Southern California. We believe Mr. Mente’s perspective, experience and institutional knowledge as our co-founder and co-chief executive officer qualify him to serve as director.
Melanie Cox has served as a member of our board of directors since July 2020. Ms. Cox has served as the chief executive officer of Backcountry.com LLC since June 2020 and has also served on its board of directors since March 2020. From April 2017 until June 2020, and from April 2009 until April 2015, Ms. Cox served as founder and chief executive officer of MBC Consulting, where she advised private equity firms on retail strategy and diligence and also held interim chief executive officer roles at rue21 and American Laser Skincare. From April 2015 through March 2017, Ms. Cox served as managing director at Versa Capital Management, a private equity firm, where she also served as chief executive officer on its behalf at Wet Seal. Each of rue21 and Wet Seal filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in May 2017 and February 2017, respectively. Prior to Versa Capital Management, Ms. Cox held executive-level positions at various companies and private equity firms, including scoop NYC, Gymboree, Urban Outfitters, Contempo Casuals, Wet Seal, Prentice Capital and Cerbus Capital Management. Ms. Cox currently serves on the board of directors of Duckhorn Portfolio, Inc., a producer of luxury wines listed on the NYSE. Ms. Cox completed coursework in American studies at the University of Texas at Austin. The Board believes thatWe believe Ms. Cox’s experience as a retail president and chief executive officer of multiple public and private companies as well as her experience in private equity qualify her to serve on our board of directors.
Oana Ruxandra has served as a member of our board of directors since January 2022. Since June 2019, Ms. Ruxandra has been leading global digital strategy and business development at Warner Music Group, or WMG, as well as M&A-related activities. In such capacity, Ms. Ruxandra oversees global digital partnerships and negotiations with a focus on exploring new forms of commercial innovation and creating new digital revenue opportunities across both Web2 and Web3. From December 2018 through June 2019, Ms. Ruxandra served as executive vice president, new business channels—chief acquisition officer at WMG, a role that required her to attract non-traditional partners and identify unconventional M&A opportunities. From 2016 until December 2018, she served as senior vice president of digital strategy and partnerships at Universal Music Group, prior to which she spent four years at WMG, advancing to vice president of digital strategy and business development. Ms. Ruxandra previously spent seven years in the financial industry at firms such as BlackRock and Constellation Capital Management. Ms. Ruxandra received her B.A. in economics and political science from Columbia University and her M.B.A. from The Wharton School at the University of Pennsylvania. We believe Ms. Ruxandra’s experience as an executive of multiple multinational recording conglomerates qualifies her to serve on our board of directors.
Hadley Mullin has served as a member of our board of directors since 2012. Since 2004, Ms. Mullin has served as a senior managing director at TSG Consumer Partners, a private equity firm. From 1996 to 2004, Ms. Mullin served as a consultant at Bain and Company. She serves as a director of a number of privately held companies. Ms. Mullin holds a B.A. in government from Dartmouth College and an M.B.A. from Stanford
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University Graduate School of Business. We believe Ms. Mullin’s experience as a managing director of a private equity firm and as a director of various companies qualifies her to serve on our board of directors.
Marc Stolzman has served as a member of our board of directors since June 2018. Since May 2019, Mr. Stolzman has served as the senior vice president and executive lead of finance of Peapod Digital Labs. From September 2018 until April 2019, Mr. Stolzman served as the president and chief financial officer of Kymeta Corporation, where he served as chief financial officer from April 2015 until August 2018. From 2012 until 2015, he was the chief financial officer of Zulily. Prior to Zulily, Mr. Stolzman held chief financial officer and executive-level finance positions at various companies including Zumiez, Blue Nile and Starbucks. Mr. Stolzman holds a B.A. in finance from Washington State University. We believe Mr. Stolzman’s experience as a chief financial officer of multiple public and private companies qualifies him to serve on our board of directors.
Vote Required
Each director is elected by a plurality of the voting power of the shares present virtually or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of each of the director nominees named herein or (2) WITHHOLD authority to vote for each such director nominee. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non‑vote, will have no effect on the outcome of the election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH |
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Independence
Our Class A common stock is listed on the NYSE. Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of a listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his and her background, employment and affiliations, including family relationships, our board of directors has determined that, other than Messrs. Karanikolas and Mente, none of our directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of the other directors is “independent” as that term is defined under the rules of the NYSE. Our board of directors also determined that each of Mss. Cox and MullinRuxandra and Mr. Stolzman satisfy the independence standards for the committees on which they serve as established by applicable SEC rules and the rules of the NYSE. We qualify as a “controlled company” under the corporate governance rules of NYSE, which exempts us from the requirement that we have a nominating and corporate governance committee composed entirely of independent directors.
In making its independence determinations, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Leadership Structure
Our board of directors believes that having our co-chief executive officer Mike Karanikolas also serve as chairperson of the board, while also having Ms. MullinCox serve as lead independent director, is the appropriate leadership structure for us at this point in our company’s development. We believe that this structure provides appropriate leadership and oversight of our company and facilitates effective functioning of both management and the board of directors. Our corporate governance guidelines are posted on our website at https://investors.revolve.com/governance/governance-documents.
Risk Management
Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity riskslegal, financial, operational and operationalstrategic risks. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our audit committee is responsible for overseeing the management of our risks relating to accounting matters and financial reporting. Our nominating and corporate governance committee is responsible for overseeing the management of our risks associated with the independence of our board of directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions from committee members about such risks. Our board of directors believes its administration of its risk oversight function has not affected the board of directors’ leadership structure.
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Controlled Company Exemption
MMMK Development, Inc., an entity controlled by our co-founders and co-chief executive officers, controls a majority of the voting power represented by our common stock. As a result, we are a “controlled company” within the meaning of the corporate governance rules of NYSE. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We intend to rely on the foregoing exemptions provided to controlled companies under the corporate governance rules of NYSE. Therefore, we do not have an entirely independent nominating and corporate governance committee and may not perform an annual performance evaluation of the nominating and corporate governance committee unless and until such time as we are required to do so. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If we cease to be a “controlled company” and our shares continue to be listed on NYSE, we will be required to comply with these provisions within the applicable transition periods.
Board Meetings
During the fiscal year ended December 31, 2020,2021, our board of directors held tenfive meetings (including regularly scheduled and special meetings). No director attended fewer than 75% of the total number of meetings of the board of directors and the committees of which he or she was a member.
Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meetings of stockholders, we encourage, but do not require, directors to attend. All of our directors who served at the time of last year’s annual meeting of stockholders attended such meeting.
Executive Sessions of Independent Directors
To encourage and enhance communication among independent directors, and as required under applicable NYSE rules, our corporate governance guidelines provide that the independent directors will meet in executive sessions without management directors or management present on a periodic basis. These executive sessions are chaired by Ms. Cox, our lead independent director.
Board Committees
Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below. Our board of directors may from time to time establish other committees.
Audit Committee
The members of our audit committee are Mss. Cox and MullinRuxandra and Mr. Stolzman, each of whom is a non-employee member of our board of directors. Our audit committee chairperson, Mr. Stolzman, is our audit committee financial expert, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the rules of the NYSE. Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems.
Our audit committee:
approves the hiring, discharging and compensation of our independent registered public accounting firm;
oversees the work of our independent registered public accounting firm;
reviews and evaluates the qualifications, independence and performance of the independent registered public accounting firm;
reviews the qualifications, independence and performance of the independent registered public accounting firm;
reviews our consolidated financial statements and review our critical accounting policies and estimates;
develops procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
reviews the adequacy and effectiveness of our internal controls; and
reviews and discusses the scope and results of the audit with the independent registered public accounting firm and reviews, with management and the independent registered public accounting firm, our interim and annual operating results.
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During 2020,2021, our audit committee met four times. The audit committee also meets periodically with our outside auditors without management present, at such times as it deems appropriate. Our board of directors has adopted a written charter for the audit committee in compliance with the applicable rules of the SEC and the listing standards of the NYSE that is available on our website at https://investors.revolve.com/governance/governance-documents.governance-documents.
Compensation Committee
The members of our compensation committee are Mss. Cox and MullinRuxandra and Mr. Stolzman, each of whom is a non-employee member of our board of directors. Ms. MullinCox is the chairperson of our compensation committee. Our compensation committee oversees our compensation policies, plans and benefits programs.
Our compensation committee:
reviews and approves or recommends policies, plans and programs relating to compensation and benefits of our officers and employees;
reviews and approves or recommends corporate goals and objectives relevant to the compensation of our founders and co-chief executive officers and other senior officers;
evaluates the performance of our executive officers in light of established goals and objectives;
reviews and approves or recommends compensation of our executive officers based on its evaluations; and
establishes and administers annual and long-term incentive compensation plans for our executive officers and other senior executives;
During 2020,2021, our compensation committee met four times. Our board of directors has adopted a written charter for the compensation committee in compliance with the applicable rules of the SEC and the listing standards of the NYSE that is available on our website at https://investors.revolve.com/governance/governance-documents.governance-documents. Pursuant to its charter, the compensation committee may form subcommittees and delegate to such subcommittees any power and authority the compensation committee deems appropriate, excluding any power or authority required by law, regulation or listing standard to be exercised by the compensation committee as a whole.
Nominating and Corporate Governance Committee
The members of our nominating and corporate governance committee are Messrs. Karanikolas and Mente. Mr. Karanikolas is the chairperson of our nominating and corporate governance committee. Our nominating and corporate governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.
Our nominating and corporate governance committee:
reviews and makes recommendations with regard to our certificate of incorporation, bylaws and corporate governance guidelines;
assesses the performance of members of the board of directors and makes recommendations regarding committee and chairperson assignments;
recommendsdetermines the relevant criteria, including any minimum or desired qualifications, for board of directors membership and conducts searches for potential members of theon our board of directors; and
establishes procedures for identifying, evaluating and submitting candidates, including candidates recommended by our stockholders, for election to our board of directors;
During 2020,2021, our nominating and corporate governance committee met one time.time and our board of directors otherwise fulfilled the responsibilities of the nominating and corporate governance committee during 2021. Our board of directors has adopted a written charter for the nominating and corporate governance committee in compliance with the applicable rules of the SEC and the listing standards of the NYSE that is available on our website at https://investors.revolve.com/governance/governance-documentsgovernance-documents..
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Considerations in Evaluating Director Nominees
Our board of directors and our nominating and corporate governance committee regularly review the composition of the board of directors and use a variety of methods for identifying and evaluating potential directors whose perspectives, skills and experiences will enable them to make meaningful contributions to shaping the future of our company. In their evaluation of director candidates, they will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that are considered include, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business, other commitments and the like. Other than the foregoing, there are no stated minimum criteria for director nominees.
Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee
considers a broad range of perspectives, backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee considers these and other factors as it oversees the annual board of director and committee evaluations.
Stockholder Recommendations for Nominations to the Board of Directors
The nominating and corporate governance committee will consider candidates for directors recommended by stockholders so long as such recommendations comply with the certificate of incorporation and bylaws of our company and applicable laws, rules and regulations, including those promulgated by the SEC. The committee will evaluate such recommendations in accordance with its charter, our bylaws and the regular nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our corporate secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our board of directors. The committee has discretion to decide which individuals to recommend for nomination as directors.
A stockholder of record can nominate a candidate directly for election to the board of directors by complying with the requirements and procedures in Section 2.4 of our bylaws. For additional information regarding stockholder nominations of director candidates, see the section of this proxy statement captioned “General Information—What Is the Deadline to Propose Actions“Other Matters— Stockholder Proposals or Director Nominations for Consideration at Next Year’s2023 Annual Meeting of Stockholders or to Nominate Individuals to Serve As Directors?Meeting.”
Stockholder and Interested Party Communications with the Board of Directors
Stockholders and interested parties wishing to communicate with a non-management member of our board of directors may do so by writing to such director and mailing the correspondence to: Revolve Group, Inc., Attention: Corporate Secretary, 12889 Moore Street, Cerritos, California 90703. All such communications will be forwarded to the appropriate committee of the board of directors, or if none is specified, to the chairperson of the board of directors.
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Our board of directors has adopted corporate governance guidelines. These guidelines address, among other items, the responsibilities of our directors, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our co-chief executive officers, chief financial officer and other executive and senior financial officers. Our corporate governance guidelines and code of business conduct and ethics available on our website at https://investors.revolve.com/governance/governance-documents. We will post amendments to our code of business conduct and ethics or waivers of our code of business conduct and ethics for directors and executive officers on the same website.
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Compensation Committee Interlocks and Insider Participation
The members of our compensation committee are Mss. Cox and MullinRuxandra and Mr. Stolzman. None of the membermembers of the compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of our compensation committee may be deemed to have an interest in certain transactions requiring disclosure under Item 404 of Regulation S-K under the Securities Act that are disclosed in section of this proxy statement captioned “Related Person Transactions,” which disclosure is hereby incorporated by reference in this section.
Director Compensation
The compensation paid to Messrs. Karanikolas and Mente in respect of their employment in 20202021 is included in the Summary Compensation Table in the section of this proxy statement captioned “Executive Compensation.” The following table provides information concerning compensation earned by our non-employee directors during 2020.2021:
Name |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($) |
|
| Total ($) |
|
| Fees Earned or Paid in Cash ($) |
| Stock Awards ($) |
|
Total ($) | |||
Melanie Cox(1) |
|
| 31,250 |
|
|
| 100,005 |
|
|
| 131,255 |
| ||||||
Hadley Mullin |
|
| — |
|
|
| — |
|
|
| — |
| ||||||
Marc Stolzman(2) |
|
| 35,000 |
|
|
| 99,998 |
|
|
| 134,998 |
| ||||||
Melanie Cox(1) |
| 62,500 |
| 99,991 |
| 162,491 | ||||||||||||
Hadley Mullin(2) |
| — |
| — |
| — | ||||||||||||
Oana Ruxandra(3) |
| — |
| — |
| — | ||||||||||||
Marc Stolzman(4) |
| 70,000 |
| 99,991 |
| 169,991 | ||||||||||||
| (1) The amount reported in the “Fees Earned or Paid in Cash” column represents (a) an annual $50,000 retainer for board service, (b) an annual $7,500 retainer for audit committee service, and (c) an annual $5,000 retainer for compensation committee service. The amount reported in the “Stock Awards” column represents the aggregate grant date fair value of stock awards granted in 2021. The amount has been computed in accordance with ASU No. 2016 09 “Compensation—Stock Compensation (Topic 718),” or ASC Topic 718. As of December 31, 2021, Ms. Cox held 1,742 shares of Class A common stock issuable upon the vesting of restricted stock units, which will vest the day prior to the annual meeting subject to her continued service as a non-employee director through the vesting date. (2) Ms. Mullin voluntarily declined any compensation for her service as a director during 2021 due to her affiliation with TSG Consumer Partners. Ms. Mullin resigned from our board of directors on January 13, 2022. (3) Ms. Ruxandra was appointed to our board of directors on January 18, 2022. (4) The amount reported in the “Fees Earned or Paid in Cash” column represents (a) an annual $50,000 retainer for board service, (b) an annual $15,000 retainer for audit committee (chairperson) service, and (c) an annual $5,000 retainer for compensation committee service. The amount reported in the “Stock Awards” column represents the aggregate grant date fair value of stock awards granted in 2021. The amount has been computed in accordance with ASC Topic 718. As of December 31, 2021, Mr. Stolzman held 1,742 shares of Class A common stock issuable upon the vesting of restricted stock units, which will vest the day prior to the annual meeting subject to his continued service as a non-employee director through the vesting date. |
|
|
We reimburse directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings.
Outside Director Compensation Policy
Our board of directors adopted an outside director compensation policy for all of our non-employee directors, other than any director, including Hadley Mullin, who is affiliated with TSG Consumer Partners.directors. This outside director compensation policy was developed in connection with our initial public offering in 2019, with input from Compensia, Inc., an independent compensation consultant, regarding practices and compensation level at comparable companies. It is designed to attract, retain and reward non-employee directors.
Cash Compensation
Under the outside director compensation policy, our non-employee directors will be eligible to receive annual cash compensation for service on our board of directors and committees of our board of directors as follows, subject to the limits in our 2019 Equity Incentive Plan, or the 2019 Plan:
$50,000 for service as a non-employee director;
$15,000 for service as chairperson of the audit committee;
$7,500 for service as a member of the audit committee;
-14-
$10,000 for service as chairperson of the compensation committee;
$5,000 for service as a member of the compensation committee;
$7,500 for service as chairperson of the nominating and corporate governance committee; and
$3,750 for service as a member of the nominating and corporate governance committee.
All cash payments to non-employee directors will be paid quarterly in arrears on a proratedpro-rated basis.
Equity Compensation
Initial Awards
Subject to the limits in our 2019 Plan, each person who first becomes a non-employee director (other than a person that ceases to be an employee of ours but remains a director of ours) on or following the effective date of the outside director compensation policy will be granted an initial award of restricted stock units covering a number of shares of our Class A common stock with a grant date value approximately equal to the grant date fair value described below, which grant will be effective on the first trading date on or after the date on which such person first becomes a non-employee director on or following the effective date of the outside director compensation policy, whether through election by our stockholders or appointment by our board of directors to fill a vacancy. The grant date fair value of each initial award will be either (1) $100,000 or (2) if the scheduled date of the next annual meeting of our stockholders that occurs following the grant of such initial award (or if the date of such annual meeting has not been scheduled, the one-year anniversary of the annual meeting of our stockholders that occurs before the date the initial award is granted) is within six months after the date the initial award is granted, $50,000. Each initial award will vest as to 100% of the restricted stock units on the earlier of (1) the one-year anniversary of the date of grant of the initial award or (2) the day prior to the date of the next annual meeting of our stockholders that occurs following the grant of such initial award, in each case, subject to continued service as a non-employee director through the applicable vesting date.
Annual Awards
Subject to the limits in our 2019 Plan, each non-employee director will be automatically granted, on the date of each annual meeting of our stockholders following the effective date of the outside director compensation policy, an annual award of restricted stock units covering a number of shares of our Class A common stock with a grant date value of approximately $100,000, such grant subject to the non-employee director continuing in that capacity following the date of the annual meeting of our stockholders on which the annual award is granted. Each annual award will fully vest on the earlier of (1) the one-year anniversary of the date of grant of the annual award or (2) the day prior to the date of the next annual meeting of our stockholders that occurs following the grant of such annual award, in each case, subject to continued service as a non-employee director through the applicable vesting date.
In the event of a change in control, as defined in our 2019 Plan, each non-employee director’s outstanding company equity awards will become fully vested and exercisable (if applicable).
We also will continue to reimburse our outside directors for reasonable, customary and documented expenses incurred in connection with their service on the board of directors or any committee of the board.board of directors.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TheOur audit committee of our board of directors has appointed KPMG LLP or KPMG,as our independent registered public accounting firm to audit our consolidated financial statements for theour fiscal year ending December 31, 2021. During the year ended December 31, 2020,2022. KPMG LLP served as our independent registered public accounting firm.
Notwithstanding its selection, and even if our stockholders ratify the selection, our audit committee may in its discretion appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ended December 31, 2021.
At the annual meeting, we are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.2022. Our audit committee is submitting the selectionappointment of KPMG LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance.
Representatives Notwithstanding the appointment of KPMG will participateLLP, 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 KPMG LLP, then our audit committee may reconsider the appointment. One or more representatives of KPMG LLP are expected to be present at the Annual Meeting,annual meeting, and they will have an opportunity to make statementsa statement and willare expected to be available to respond to appropriate questions from stockholders.
If the stockholders do not ratify the appointment of KPMG, our board of directors may reconsider the appointment.stockholders.
Fees Paid to the Independent Registered Public Accounting Firm
The following table below summarizes the fees billed by KPMG LLP for the fiscal years ended December 31, 20202021 and 2019,2020, inclusive of out-of-pocket expenses. All fees described below were pre-approved by the audit committee.
Fee Category |
| Year Ended December 31, | ||||
| 2021 |
| 2020 | |||
Audit fees(1) |
| $ | 956,989 |
| $ | 563,500 |
Audit-related fees |
|
| — |
|
| — |
Tax fees |
|
| — |
|
| — |
All other fees(2) |
|
| 78,500 |
|
| 50,100 |
Total fees |
| $ | 1,035,489 |
| $ | 613,600 |
|
| Year Ended December 31, |
| |||||
Fee Category |
| 2020 |
|
| 2019 |
| ||
Audit fees(1) |
| $ | 563,500 |
|
| $ | 711,400 |
|
Audit-related fees(2) |
|
| — |
|
|
| 253,332 |
|
Tax fees(3) |
|
| — |
|
|
| — |
|
All other fees(4) |
|
| 50,100 |
|
|
| 50,503 |
|
Total fees |
| $ | 613,600 |
|
| $ | 1,015,235 |
|
(1) Audit fees consist of fees for professional services rendered in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements and consultations on accounting matters directly related to the audit.
|
|
|
|
|
|
|
|
(2) All other fees consist of fees related to consulting services on duty drawback claims.
Auditor Independence
In 2020,2021, there were no other professional services provided by KPMG LLP, other than those listed above, that would have required theour audit committee to consider their compatibility with maintaining the independence of KPMG.KPMG LLP.
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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. All fees paid to KPMG LLP for our fiscal years ended December 31, 20202021 and 20192020 were pre-approved by our audit committee. The audit committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings.
Vote Required
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the annual meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions are considered votes cast and thus will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no effect on the outcome of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP |
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REPORT OF THE AUDIT COMMITTEE REPORT
The audit committee is a committee of the board of directors is currently comprised of three independent directors, all of whom meet the independence requirements for audit committee members under the NYSE listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter originally adopted by the board of directors in June 2019, whichdirectors. This written charter is reviewed on an annual basisannually for changes, as appropriate. With respect to our financial reporting process, management is responsible for (1) establishing and amended as necessary by the board of directors upon recommendation by the audit committee.
The current members of the audit committee are Melanie Cox, Hadley Mullinmaintaining internal controls and Marc Stolzman. Mr. Stolzman serves as the chairperson of the audit committee. Each of Mss. Cox and Mullin and Mr. Stolzman is an “independent director” as currently defined in 303A.02 of the NYSE Listed Company Manual and Rule 10A-3 of the Exchange Act. The board of directors has also determined that Mr. Stolzman is an “audit committee(2) preparing our consolidated financial expert” as described in applicable rules and regulations of the SEC.
The audit committee appoints an accounting firm as ourstatements. Our independent registered public accounting firm. The independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Management is responsible forthe effectiveness of our internal controls andcontrol over financial reporting. It is the financial reporting process. The audit committee is responsible for monitoring and overseeing these processes.
The audit committee held four meetings during 2020. The meetings were designed to provide information toresponsibility of the audit committee necessary for it to conductoversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, of the external financial reporting activities and audit process of our company, and to facilitate and encourage communication between the audit committee management and our independent registered public accounting firm, KPMG. Management represented to the audit committee that our financial statements were prepared in accordance with generally accepted accounting principles. The audit committee has:
The audit committee has KPMG LLP;
The audit committee has also SEC; and
Based on itsthe review of the audited financial statements and the various discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in ourthe Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 20202021 for filing with the SEC.
TheRespectfully submitted by the members of the audit committee of the board of directors of REVOLVE:directors:
Marc Stolzman (Chairperson)
Melanie Cox
Hadley MullinOana Ruxandra
The material in thisThis audit committee report is not “soliciting material,” isshall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and isshall not to be deemed incorporated by reference into any prior or subsequent filing made by Revolve Group, Inc.us under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent we specifically request that the information be treated as “soliciting material” or specifically incorporate it by reference.
PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act and in accordance with SEC rules, we are providing our stockholders with the opportunity to vote at the annual meeting on this non-binding advisory proposal regarding the compensation of our named executive officers (commonly referred to as “say-on-pay”).
This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers 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 policies and practices described in this proxy statement. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our named executive officers and will not be binding on us, the board of directors or the compensation committee. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation policies and practices, which the 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 made beforeany actions are necessary to address those concerns.
For more information about the compensation that we paid to our named executive officers during the year ended December 31, 2021, please refer to the section of this proxy statement captioned “Executive Compensation,” which we believe 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 stockholder value creation.
We are asking our stockholders to approve the compensation of our named executive officers as described in this proxy statement by voting in favor of the following non-binding resolution:
“RESOLVED, that the stockholders of Revolve Group, Inc. approve, on a non-binding advisory basis, the compensation of Revolve Group, Inc.’s named executive officers, as disclosed in Revolve Group, Inc.’s proxy statement for the 2022 annual meeting of stockholders pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, the compensation tables and related narrative disclosures.”
Vote Required
The approval, on a non-binding advisory basis, of our named executive officer compensation requires the affirmative vote of a majority of the voting power of the shares present virtually or afterby proxy at the date hereofannual meeting and irrespectiveentitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions are considered votes cast and thus will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of any general incorporation language in any such filing.this proposal.
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.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE SAY-ON-PAY APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION
ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES
ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, stockholders have the opportunity to advise the board of directors, in a vote on a non-binding advisory basis, whether we should conduct a non-binding advisory vote to approve named executive officer compensation (that is, votes similar to the non-binding advisory vote in Proposal No. 3) every one, two or three years.
While our compensation strategies are related to both short-term and longer-term business outcomes, we realize that compensation decisions are made annually. We also believe that an annual non-binding advisory vote on named executive officer compensation will allow stockholders to provide us with more frequent direct feedback on our compensation disclosures and named executive officer compensation program. The board of directors has determined that holding a non-binding advisory vote on named executive officer compensation every year is the most appropriate policy for us at this time, and recommends that stockholders vote for future non-binding advisory votes on named executive officer compensation to occur each year.
Vote Required
The approval, on a non-binding advisory basis, of the frequency of future stockholder non-binding advisory votes on our named executive officer compensation selected by stockholders will be the frequency that receives the greatest number of votes. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on a non-binding advisory basis, as to whether future stockholder non-binding 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 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 in this matter and, to the extent there is any significant vote in favor of one time period over another, will consider the outcome of this vote when making future decisions regarding the frequency of holding future stockholder non-binding advisory votes on the compensation of our named executive officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF ONCE EVERY “ONE YEAR” FOR THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
EXECUTIVE OFFICERS
The names of our executive officers, their ages, their positions with REVOLVE and other biographical information as of April 29, 2021,2022 are set forth below. Executive officers are elected by our board of directors to hold office until their successors are duly elected and qualified. There are no family relationships among our directors or executive officers.
Name |
| Age |
| Position |
Mike Karanikolas |
|
|
| Co-Chief Executive Officer and Director |
Michael Mente |
|
|
| Co-Chief Executive Officer and Director |
|
|
| ||
Jesse Timmermans |
|
|
| Chief Financial Officer |
Mike Karanikolas. See the section of this proxy statement captioned “Proposal No. 1—Election of Directors—Nominees for Director” for Mr. Karanikolas’s biographical information.
Michael Mente. See the section of this proxy statement captioned “Proposal No. 1—Election of Directors—Nominees for Director” for Mr. Mente’s biographical information.
David PujadesJesse Timmermans has served as our chief operating officer since August 2012. Mr. Pujades previously served as our vice president of operations from March 2011 until August 2012 and worked in business strategy from December 2009 to March 2011. Mr. Pujades holds a B.S. in engineering from Universitat Politècnica de Catalunya, and an M.A. in international studies and an M.B.A. from the University of Pennsylvania.
Jesse Timmermans has been our chief financial officer since January 2017. Mr. Timmermans previously served as the chief financial officer of Jobalign from June 2014 to January 2017, and worked at Blue Nile from July 2004 until June 2014, most recently as the vice president of finance and controller. Mr. Timmermans holds a B.S. in accounting from Central Washington University.
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OurCOMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis includes a detailed discussion of compensation for the following current and former executive officers during the fiscal year ended December 31, 2021, which we refer to as our named executive officers, including our principal executive officers and the next two most highly compensated executive officers, as of December 31, 2020, were:officers:
Mike Karanikolas, our co-chief executive officer and director;
Michael Mente, our co-chief executive officer and director;
David Pujades, our chief operating officer; and
Jesse Timmermans, our chief financial officer.officer; and
Summary Compensation Table
The following table provides information regarding the compensation earned by or paid to* Mr. Pujades resigned as our named executive officers with respect to the years ended December 31, 2020 and 2019.
Name and Principal Position |
| Year |
| Salary ($) |
|
| Option |
| Bonus ($)(2) |
| All Other Compensation($)(3) |
|
| Total Compensation |
| |||
Mike Karanikolas |
| 2020 |
|
| 296,721 |
|
|
| — |
| 155,000 |
| 21,358 |
|
|
| 473,079 |
|
Co-Chief Executive Officer |
| 2019 |
|
| 451,235 |
|
|
| — |
| — |
| 21,074 |
|
|
| 472,309 |
|
Michael Mente |
| 2020 |
|
| 296,721 |
|
|
| — |
| 155,000 |
| 4,120 |
|
|
| 455,841 |
|
Co-Chief Executive Officer |
| 2019 |
|
| 451,235 |
|
|
| — |
| — |
| 4,066 |
|
|
| 455,301 |
|
David Pujades |
| 2020 |
|
| 385,453 |
|
|
| 240,111 |
| 267,884 |
| 13,454 |
|
|
| 906,902 |
|
Chief Operating Officer |
| 2019 |
|
| 445,318 |
|
|
| — |
| 427,000 |
| 13,287 |
|
|
| 885,605 |
|
Jesse Timmermans |
| 2020 |
|
| 314,712 |
|
|
| 198,009 |
| 216,600 |
| 21,358 |
|
|
| 750,679 |
|
Chief Financial Officer |
| 2019 |
|
| 348,352 |
|
|
| — |
| 200,500 |
| 21,074 |
|
|
| 569,926 |
|
|
|
|
|
|
|
Impact of the COVID-19 Pandemic on Executive Compensation
In April 2020, in light of the COVID-19 pandemic, our board of directors, in consultation with each of our named executive officers, approved a voluntary reduction to each named executive officer’s annual base salary. The reduced base salary for each named executivechief operating officer which was effective as of April 12, 2020, wasSeptember 15, 2021 to spend more time with his family before evaluating his next career opportunity. In connection with his resignation, Mr. Pujades remained employed with us as set forth below:a non-officer employee through November 9, 2021, at which point he terminated his employment and became eligible to receive the separation payments described in the section captioned “—Employment Arrangements; Post-Employment Compensation—Pujades Separation Compensation.”
Executive Summary
Our company culture and team mirror the attributes of our core customer; we are socially engaged, digital-first, high energy, results-driven and collaborative. We hire people who are passionate about fashion, technology, serving the customer and entrepreneurialism, and who are not burdened by conventional notions of traditional retail. We encourage creativity and constant improvement with a singular focus on the customer experience. We give our employees the opportunity to make an immediate contribution to our business, while maintaining our commitment to maximizing value over the long term.
Our approach to executive compensation reflects our goals of attracting and retaining the most dynamic, innovative and skilled talent in a highly-competitive market as we continue to drive financial performance, build our brand, deliver a best-in-class customer experience and separate ourselves from the competition as the next-generation fashion retailer for Millennial and Generation Z consumers. 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 contributions to our business.
Compensation Philosophy
Our general compensation philosophy is to provide programs to attract, retain and motivate key employees who are critical to our long-term success and to tie a significant portion of their compensation to delivering business results. Our executive compensation program is designed with a mix of short-term and long-term components, and cash and equity elements in proportions that we believe provide appropriate incentives to retain and motivate our senior executives and management team and help to achieve success in our business. Our executive compensation program consists of three basic components:
Mr. Karanikolas’s annuala base salary was reduced by more than 99% to $1;
Mr. Mente’san annual, base salaryshort-term incentive opportunity that we believe is designed to incentivize and reward achievement for our key annual goals; in 2021, this short-term incentive opportunity was reduced by more than 99%payable 50% in performance-based restricted stock units and 50% in cash; and
Mr. Pujades’s annual base salary was reduced by 50%long-term time-based vesting requirements, in order to $233,730;promote retention and
Mr. Timmermans’s annual base salary was reduced by 50% align the executive’s interest to $192,500.those of our stockholders.
In August 2020,We endeavor to maintain compensation policies and practices that are consistent with improved understandingsound governance standards. We believe it is important to provide competitive compensation packages and a high-quality work environment in order to hire, retain and motivate critical personnel, and we seek to ensure that our executive compensation program is consistent with our short-term and long-term goals given the nature of the impactmarket in which we compete for key personnel. The following policies and practices were in effect in 2021:
Mr. Karnikolas: $450,000;our other full-time, salaried employees;
Mr. Mente: $450,000;No Pension or Supplemental Retirement Plans
Mr. Pujades: $467,460; and –
Mr. Timmermans: $385,000.
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During the temporary salary reductions, all other elementsmembers of our named executive officers’ compensation arrangements remained unchanged.
In March 2021, followingteam are eligible to participate in our board of director’s review of our business and financial position, our board of directors approved 2020 year-end bonus for each of our named executive officers. The 2020 year-end bonus for each named executive officer also included a one-time discretionary bonus in an amount that approximated the amount by which such named executive officer’s annual base salary was reduced between April 2020 and August 2020.
Executive Employment Arrangements
Mike Karanikolas
We entered into an employment agreement with Mr. Karanikolas, our co-chief executive officer, in September 2018. The employment agreement provides for the severance and change in control benefits described below and supersedes any then-existing agreement or arrangement Mr. Karanikolas may have had with us, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does401(k) plan, but we do not have a specific term and provides that Mr. Karanikolas is an at-will employee. Under the employment agreement, Mr. Karanikolas receives an annual base salary of $450,000.
If, within the period beginning three months before and ending six months after a change in control, Mr. Karanikolas’s employment is terminated by us other than for cause, death, or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following benefits:
a lump-sum payment equal to six months of his annual base salary as of immediately before his termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) or, if such amount is greater, as of immediately before the change in control;
a taxable lump-sum payment equal to aggregate cost of the premiums necessary to continue health insurance coverage for him and his eligible dependents under COBRA for six months (based on the COBRA premium rates in effect on the date of his termination), regardless of whether he or his eligible dependents elect continuation coverage under COBRA; and
100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteria will be deemed achieved at the greater of actual performance measured as of the date of termination or 100% of target levels.
The receipt of the payments and benefits above is conditioned on Mr. Karanikolas timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Karanikolas’s employment agreementsponsor or otherwise payable to Mr. Karanikolas would constitute “parachute payments” within the meaningmaintain any pension or supplemental retirement plans;
Summary of Compensation Decisions and Changes Made in 2021
In 2021, we made the following key compensation decisions with respect to Messrs. Timmermans and Pujades:
Our Compensation-Setting Process
At the beginning of each fiscal year, the compensation committee reviews our executive compensation program to assess whether the various elements of our program, as well as its compensation actions and decisions:
Following this assessment, the compensation committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements.
In connection with its annual review of our executive compensation program, the compensation committee evaluates and establishes compensation opportunities for each of our named executive officers. The compensation committee does not use a single method or measure in setting or approving the compensation opportunities for each individual compensation element for our executive officers.
In setting compensation for our executive officers, the compensation committee considers one or more of the following factors:
No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of compensation levels quantifiable. The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in approving compensation matters or developing its compensation recommendations for the approval of our board of directors. The members of the compensation committee consider all of this information and applies their business judgment in approving compensation matters and developing compensation recommendations for the approval of our board of directors.
Role of Board of Directors and Compensation Committee
In 2021, our executive compensation program was administered primarily by our board of directors and compensation committee. The compensation committee has overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our co-chief executive officers and other named executive officers. In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices, and considers the performance of our named executive officers when formulating recommendations or making decisions with respect to their compensation.
Role of Management
In discharging its responsibilities, the compensation committee works with members of our management team, including our co-chief executive officers. Our management team assists the compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The compensation committee solicits and reviews recommendations and proposals from our management, including our co-chief executive officers, with respect to adjustments to cash compensation, equity compensation opportunities, program structures and other compensation-related matters for our executive officers (other than with respect to the executive officer’s own compensation).
The compensation committee reviews and discusses these recommendations and proposals with our co-chief executive officers and considers them as one factor in determining the compensation for our executive officers other than our co-chief executive officers. Our co-chief executive officers recuse themselves from all discussions and recommendations regarding their own compensation and are not present when their compensation is discussed.
Compensation Consultant
Under its charter, the compensation committee has the authority to retain the services of one or more executive compensation advisors, including compensation consultants and legal, accounting and other advisors, as it determines in its sole discretion to assist in the creation of our compensation plans and arrangements and related excise tax, he would be entitledpolicies and practices. The compensation committee makes all determinations regarding the engagement, fees and services of these external advisors, and any such external advisor reports directly to the compensation committee.
The compensation committee uses an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2021, the compensation committee engaged Korn Ferry, a national compensation consulting firm, as its compensation consultant to advise it on certain executive compensation matters, including competitive market pay practices for our executive officers, and data analysis and selection of the compensation peer group.
For 2021, the scope of Korn Ferry’s engagement included research, analysis and support relating to:
Competitive Market Position
As part of its deliberations, the compensation committee considers competitive market data and related analysis on executive compensation levels and practices that is provided by Korn Ferry. During the fourth quarter of 2020, the compensation committee reviewed comparative executive compensation data provided by the independent compensation consultant and identified our compensation peer group for 2021 compensation decisions based generally on the selection criteria described below:
The companies comprising our 2021 compensation peer group are as follows:
In performing the executive compensation assessment for 2022, Korn Ferry used market data that reflected a blend of (1) compensation data from the peer group above and (2) Korn Ferry’s 2020 Retail Industry Total Remuneration Survey. Collectively, we refer to the peer group data and the survey data as the “market data.”
We believe that peer group and other market comparisons are useful guidelines to measure the competitiveness of our compensation practices. The compensation committee has not adopted any formal benchmarking guidelines, but it generally uses the market data as a reference point during the course of its deliberations. The compensation committee maintains discretion to set levels of executive compensation above or below peer levels based upon distinguishing factors such as our internal pay equity and compensation budget, individual performance and contribution to our company, an executive’s level of experience and responsibilities, and comparability of roles within other peer companies.
Elements of Executive Pay and 2021 Compensation
Our executive compensation program consists of three principal elements: base salary, an annual bonus opportunity and long-term equity compensation. Our executive officers also participate in several company-wide health and welfare benefit plans, which are consistent with the arrangements offered to our other employees. Finally, our executive officers are eligible to receive either full paymentcertain post-employment compensation arrangements.
We use these compensation elements to make up our executive compensation program because:
We view these primary compensation elements as related, but distinct, components of our total compensation program. We do not believe that would resulttotal compensation should be derived from a single element, but should be balanced in nosupport of our overall compensation philosophy. Each of these compensation elements is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation program and a discussion of the amounts paid to our named executive officers in 2021 under each of these elements.
Base Salary
Base salary represents the fixed portion of the paymentscompensation of our named executive officers and benefits being subjectis an important element of compensation intended to attract and retain highly talented individuals.
The compensation committee and board of directors reviews and determines adjustments to the excise tax, whichever resultsbase salaries for each of our named executive officers as part of its annual executive compensation review after considering the factors described above.
In March 2021, the compensation committee recommended, and the board of directors approved, the annual base salaries for our named executive officers in the greater amount of after-tax benefits to him. Mr. Karanikolas’s employment agreement does not require us to provide any tax gross-up payments to him.
Michael Mente
We entered into an employment agreement with Mr. Mente,amounts set forth in the table below. For our co-chief executive officer,officers, no changes were made to their annual base salaries. For Messrs. Timmermans and Pujades, their salaries were increased by approximately 16% and 5%, respectively, after taking into account the factors above, including the market analysis performed by Korn Ferry and these executives’ roles in September 2018.our business.
Name | 2021 Base Salary ($) |
Mike Karanikolas | 450,000 |
Michael Mente | 450,000 |
Jesse Timmermans | 450,000 |
David Pujades | 490,000 |
2021 Bonus Plan
Messrs. Timmermans and Pujades each participated in our 2021 Bonus Plan, which was designed to motivate these named executive officers and other key employees to drive “top line” growth (using a revenue growth goal) as well as “bottom line” profitability (using an adjusted EBITDA growth goal), weighted equally. Our co-chief executive officers did not participate in the 2021 Bonus Plan.
Target Annual Bonus Opportunities
In March 2021, the compensation committee reviewed the target annual bonus opportunities of Messrs. Timmermans and Pujades, taking into consideration a competitive market analysis prepared by Korn Ferry, the recommendations of our co-chief executive officers, and the other factors described above. Following this review, the compensation committee recommended, and the board of directors approved, the 2021 target annual bonus opportunities in the amounts set forth in the table below.
As part of its approval of the 2021 target annual bonus opportunities, the compensation committee believed it would be appropriate to provide 50% of each of Messrs. Timmermans’s and Pujades’s 2021 target annual bonus opportunity in the form of PSUs in an effort to incentivize such officers to drive long-term growth and thus be rewarded through long-term stock price appreciation. The employment agreement providesremaining 50% of the 2021 target annual bonus opportunity for each of Messrs. Timmermans and Pujades was in the severanceform of cash, consistent with past practices. The board of directors approved this structure following the compensation committee’s recommendation and changeapproved the grant of the PSUs in control benefits described belowMarch 2021.
The total 2021 target annual bonus opportunity, broken out into the cash portion (50% of the total) and supersedes any then-existing agreement or arrangement Mr. Mente may have had with us, including any agreement that provided for severance and/or changethe PSU portion (50% of the total) is set forth in control payments or benefits.the following table:
Name |
Total 2021 Target Annual Bonus Opportunity ($) |
2021 Target Annual Cash Bonus Opportunity ($) | 2021 Target Annual Equity Bonus Opportunity (PSUs at Target) (#)(1) |
Mike Karanikolas | — | — | — |
Michael Mente | — | — | — |
Jesse Timmermans | 200,000 | 100,000 | 2,134 |
David Pujades | 196,000 | 98,000 | 2,091 |
(1) The employment agreement does not have a specific term and provides that Mr. Mente is an at-will employee. number of PSUs at target was determined by dividing 50% of the named executive officer’s total 2021 target annual bonus opportunity by the closing price of our Class A common stock on March 8, 2021, the date the PSUs were granted.
Under the employment agreement, Mr. Mente receives an2021 Bonus Plan, each of Messrs. Timmermans and Pujades was eligible to earn from 0% up to 200% of his target annual base salarybonus opportunity depending on our actual performance against the revenue and adjusted EBITDA targets in 2021.
2021 Bonus Plan Performance Matrix
In March 2021, the compensation committee and our board of $450,000.directors, with input from management, approved Revenue Growth and Adjusted EBITDA Growth as the performance measures under the 2021 Bonus Plan. The compensation committee and board of directors selected these performance measures because they believed that these metrics were appropriate drivers of profitable growth, which enhance stockholder value over the short and long term.
-21-The 2021 Bonus Plan was to fund based on the extent of our achievement against the target level of each of the financial metrics as set forth below:
2021 Bonus Plan Performance Measure | Target Level (%) | Weighting (%) |
Revenue Growth | 23 | 50 |
Adjusted EBITDA Growth | 15.5 | 50 |
The Revenue Growth goal funded with respect to that performance measure as follows:
Percentage Achievement of 2021 Revenue Growth Goal* | Payment Percentage of Revenue Growth Goal* (%) |
15% or below | 0 |
23% | 100 |
30% or more | 200 |
The Adjusted EBITDA Growth goal funded with respect to that performance measure as follows:
Percentage Achievement of 2021 Adjusted EBITDA Growth Goal* | Payment Percentage of Adjusted EBITDA Growth Goal* (%) |
6% or below | 0 |
15.5% | 100 |
26% or more | 200 |
* If withinRevenue Growth and Adjusted EBITDA Growth achievement during 2021 is between the period beginning three months before and ending six months after a change in control, Mr. Mente’s employment is terminated by us other than for cause, death, or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitledpercentage levels identified above, then the payment percentage with respect to the following benefits:
a lump-sum payment equal to six months of his annual base salary as of immediately before his termination (or if the terminationapplicable performance metric is due to a resignation for good reasoncalculated based on a material reduction in base salary, then as of immediately before such reduction) or, if such amount is greater, as of immediately before the change in control;
a taxable lump-sum payment equallinear interpolation between those levels (rounded to aggregate costone decimal).
For purposes of the premiums necessary to continue health insurance coverage2021 Bonus Plan, the financial performance measures had the following meanings:
Performance Measure | Meaning |
Revenue | The company’s annual revenue as determined in accordance with GAAP. |
Revenue Growth | (The Revenue for the company's 2021 fiscal year less the Revenue for the company's 2020 fiscal year) / the Revenue for the company's 2020 fiscal year * 100%. |
Adjusted EBITDA | A non-GAAP measure calculated as the company’s annual net income before other expense, net; (benefit) provision for income taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense and certain non-routine items. |
Adjusted EBITDA Growth | (The Adjusted EBITDA for the company’s 2021 fiscal year less the Adjusted EBITDA for the company’s 2020 fiscal year) / the Adjusted EBITDA for the company’s 2020 fiscal year * 100%. |
2021 Bonus Plan Decisions
In February 2022, the compensation committee reviewed our overall performance for him2021, including performance against the performance measures established under the 2021 Bonus Plan, and his eligible dependents under COBRA for six months (baseddetermined that we achieved 200% of target based on the COBRA premium rates in effect onfollowing levels of achievement:
Performance Measure | Target Performance Level (%) | Actual Performance Level (%) | Weighted Payment Percentage (%) |
Revenue Growth | 23 | 54 | 100 |
Adjusted EBITDA Growth | 15.5 | 65 | 100 |
The target annual bonus opportunities and the dateactual cash bonus payments and PSUs earned by Messrs. Timmermans and Pujades for 2021 were as follows:
Name |
Total 2021 Target Annual Bonus Opportunity ($) |
2021 Actual Annual Cash Bonus ($) | 2021 Annual Equity Bonus (Earned PSUs) (#) |
Mike Karanikolas | — | — | — |
Michael Mente | — | — | — |
Jesse Timmermans | 200,000 | 200,000 | 4,268 |
David Pujades(1)) | 196,000 | 138,883 | 2,964 |
(1) For Mr. Pujades, actual bonus payments and PSUs earned were pro-rated for the period of his termination), regardless of whether he or his eligible dependents elect continuation coverage under COBRA; and
100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteria will be deemed achieved at the greater of actual performance measuredservice as of the date of termination or 100% of target levels.
The receipt of the payments and benefits above is conditioned on Mr. Mente timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Mente’s employment agreement or otherwise payable to Mr. Mente would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax, he would be entitled to 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 him. Mr. Mente’s employment agreement does not require us to provide any tax gross-up payments to him.
David Pujades
We entered into an employment agreement with Mr. Pujades, our chief operating officer in September 2018.2021.
Equity Compensation
We view equity compensation as a critical element of our executive compensation program. The employment agreement providesrealized value of these equity awards bears a direct relationship to our stock price and, therefore, these awards are an incentive for our named executive officers to create sustainable, long-term value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market.
Equity compensation for our named executive officers is granted primarily in the severanceform of stock options to purchase shares of our Class A common stock, which typically vest in equal annual installments over five years. The grant size is determined by the compensation committee after considering the factors described above, including the competitive market data, the individual executive’s past and change in control benefits described belowexpected future contributions to us, and supersedesthe value of any then-existing agreement or arrangement Mr. Pujades may have had with us,outstanding vested and unvested equity awards held by each of our executive officers, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does not have a specific term and provides that Mr. Pujades is an at-will employee.
Under Mr. Pujades’s employment agreement, he receives an annual base salary of $424,000 and is eligible for an annual target bonus equal to 40% of his annual base salary. Mr. Pujades’s annual base salary was increased to $467,460 effective March 2020, and to $490,000 effective March 2021. Mr. Pujades’s annual target bonus was increased to $196,000 effective March 2021.
If Mr. Pujades is terminated by us without “cause” (as defined in his employment agreement) during a performance period and before any annual bonus is paid, he will receive a prorated portion (based on the number of days he was employed during the performance period) of the actual bonus he would have received based on the achievement of the relevant performance metrics had he been employed through the payment date.
If, within the period beginning three months before and ending 12 months after a change in control, which we refer to as the Change in Control Period, Mr. Pujades’s employment is terminated by us other than for cause, death, or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following benefits:
a lump-sum payment equal to 100% of his annual base salary as of immediately before his termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary,
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a taxable lump-sum payment equal to aggregate cost of the premiums necessary to continue health insurance coverage for him and his eligible dependents under COBRA for six months (based on the COBRA premium rates in effect on the date of his termination), regardless of whether he or his eligible dependents elect continuation coverage under COBRA; and
100% accelerated vesting of all outstanding equity awards and with respectother long-term incentive compensation opportunities granted to each executive officer in prior years. The exercise
price of stock options is equal to the fair market value of our Class A common stock on the grant date. The compensation committee recommends the final grants to the board of directors for its approval.
In March 2021, our board of directors, upon recommendation from the compensation committee after considering the factors described above, approved the stock option grants to Messrs. Timmermans and Pujades set forth in the table below to be effective in March 2021, and vesting in equal annual installments over five years. Our board of directors, after considering the factors described above and, in particular, the vested and unvested status of Mr. Pujades’s equity awards, approved an additional grant to Mr. Pujades in March 2021 that vests on the one-year anniversary of the grant date. Our co-chief executive officers have not received equity compensation from us.
Name | Option Value ($)(1) | Vesting Schedule |
Mike Karanikolas | — | — |
Michael Mente | — | — |
Jesse Timmermans | 500,000 | (2) |
David Pujades(4) | 175,000 | (2) |
David Pujades(4) | 70,000 | (3) |
(1) The number of shares subject to each option was determined by in a manner that results in such option having a grant date fair value (calculated in accordance with performance-basedthe Black-Scholes option valuation methodology) approximately equal to the Option Value set forth above.
(2) 20% will vest annually on the anniversary of the grant date through the fifth anniversary of the grant date, subject to continued service with us.
(3) 100% will vest on the first anniversary of the grant date, subject to continued service with us.
(4) The entire grant was forfeited upon Mr. Pujades’s last day of service with us in November 2021.
In March 2021, our board of directors, upon recommendation from the compensation committee, also approved the following option grants to Mr. Pujades that became effective on August 3, 2021: (1) an option grant with a value of $175,000 and vesting unless otherwise specifiedon the schedule set forth in footnote 2 to the table immediately above and (2) an option grant with a value of $70,000 and vesting on the schedule set forth in footnote 3 to the table immediately above. The compensation committee and board of directors believed that these grants were important to provide incentives to retain Mr. Pujades through the effective date of grant and in the award agreements governing suchfuture. The grant size and terms were set by the board of directors after taking into account the vested and unvested status of Mr. Pujades equity awards, all performance goals or other vesting criteria will be deemed achieved at the greaterawards. These grants were forfeited upon Mr. Pujades's last day of actual performance measured as of the date of termination or 100% of target levels.
In addition, if Mr. Pujades’s employment is terminated byservice with us other than for “cause,” death, or “disability” both (1) outside the Change in Control Period and (2) outside of the period beginning upon the completion of our initial public offering and ending on the expiration of the lock-up period, or the IPO Period, he will beNovember 2021.
Benefits
Our named executive officers are eligible to receive the following payments and benefits:
continuing payments of his base salary as of immediately before his termination (or if the termination is duesame employee benefits that are generally available to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) for a period of six months; and
a taxable lump-sum payment equal to aggregate cost of the premiums necessary to continue health insurance coverage for him and his eligible dependents under COBRA for six months (based on the COBRA premium rates in effect on the date of his termination), regardless of whether he or his eligible dependents elect continuation coverage under COBRA.
If Mr. Pujades’s employment is terminated by us other than for “cause,” death, or “disability” both (1) outside the Change in Control Period and (2) during the period beginning upon the IPO Period, he will be eligible to receive the following payments and benefits:
the severance payments described above for a termination of his employment by us other than for “cause,” death, or “disability” both (1) outside the Change in Control Period and (2) outside of the IPO Period;
continuing payments of his base salary as of immediately before his termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) through the end of the IPO period;
a taxable lump-sum payment equal to aggregate cost of the premiums necessary to continue health insurance coverage for him and his eligible dependents under COBRA through the end of the IPO period (based on the COBRA premium rates in effect on the date of his termination), regardless of whether he or his eligible dependents elect continuation coverage under COBRA; and
accelerated vesting of his outstanding equity awards to the extent they would have vested as of the end of the IPO Period, with any unvested awards remaining outstanding until the earlier of the three-month anniversary of such termination and a change in control (with full vesting on such change in control).
The receipt of the payments and benefits above is conditioned on Mr. Pujades timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Pujades’s employment agreement or otherwise payable to Mr. Pujades would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would beour full-time employees, subject to the related excise tax, he would be entitled to receive either full paymentsatisfaction of such paymentscertain eligibility requirements. These health and welfare benefits or such lesser amount that would result in no portion of the paymentsinclude medical and dental benefits, life insurance benefits and short- and long-term disability insurance.
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benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. Mr. Pujades’s employment agreement does not require us to provide any tax gross-up payments to him.
Jesse Timmermans
We entered into an employment agreement with Mr. Timmermans, our chief financial officer, in September 2018. The employment agreement providesIn addition, we maintain a 401(k) retirement savings plan for the severance and change in control benefits described below and supersedes any then-existing agreement or arrangement Mr. Timmermans may have had with us,benefit of our employees, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does not have a specific term and provides that Mr. Timmermans is an at-will employee.
Under Mr. Timmermans’s employment agreement, he receives an annual base salary of $300,000 and is eligible for an annual target bonus of $75,000. Mr. Timmermans’s annual base salary was increased to $385,000 effective March 2020 and to $450,000 effective March 2021. Mr. Timmermans’s annual target bonus was increased to $200,000 effective March 2021. If Mr. Timmermans is terminated by us without “cause” (as defined in his employment agreement) during a performance period and before any annual bonus is paid, he will receive a prorated portion (based on the number of days he was employed during the performance period) of the actual bonus he would have received based on the achievement of the relevant performance metrics had he been employed through the payment date.
If, within the period beginning three months before and ending six months after a change in control, Mr. Timmermans’s employment is terminated by us other than for cause, death, or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following benefits:
a lump-sum payment equal to six months of his annual base salary as of immediately before his termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) or, if such amount is greater, as of immediately before the change in control;
a taxable lump-sum payment equal to aggregate cost of the premiums necessary to continue health insurance coverage for him and his eligible dependents under COBRA for six months (based on the COBRA premium rates in effect on the date of his termination), regardless of whether he or his eligible dependents elect continuation coverage under COBRA; and
100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteria will be deemed achieved at the greater of actual performance measured as of the date of termination or 100% of target levels.
The receipt of the payments and benefits above is conditioned on Mr. Timmermans timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Timmermans’s employment agreement or otherwise payable to Mr. Timmermans would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax, he would be entitled to 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 him. Mr. Timmermans’s employment agreement does not require us to provide any tax gross-up payments to him.
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Outstanding Equity Awards at December 31, 2020
The following table sets forth information regarding outstanding equity awards held by our named executive officers, as of December 31, 2020.
|
| Option Awards |
| |||||||||||||||||
Name |
| Grant Date |
|
| Number of Securities Underlying Unexercised Options Exercisable (#) |
|
| Number of Securities Underlying Unexercised Options Unexercisable (#) |
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
| |||||
Mike Karanikolas |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Michael Mente |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
David Pujades |
| 8/30/2013(1) |
|
|
| 40,509 |
|
|
| — |
|
|
| 3.19 |
|
| 8/30/2023 |
| ||
|
| 2/9/2016(2) |
|
|
| 95,272 |
|
|
| 23,818 |
|
|
| 6.01 |
|
| 2/9/2026 |
| ||
|
| 2/9/2016(2) |
|
|
| 7,411 |
|
|
| 1,853 |
|
|
| 18.31 |
|
| 2/9/2026 |
| ||
|
| 8/15/2016(3) |
|
|
| 142,924 |
|
|
| 35,731 |
|
|
| 7.18 |
|
| 8/15/2026 |
| ||
|
| 8/15/2016(3) |
|
|
| 11,118 |
|
|
| 2,780 |
|
|
| 22.62 |
|
| 8/15/2026 |
| ||
|
| 4/13/2020(4) |
|
|
| — |
|
|
| 57,600 |
|
|
| 10.32 |
|
| 4/13/2030 |
| ||
Jesse Timmermans |
| 3/10/2017(3) |
|
|
| — |
|
|
| 7,412 |
|
|
| 7.67 |
|
| 3/10/2027 |
| ||
|
| 3/10/2017(3) |
|
|
| 55,027 |
|
|
| 95,274 |
|
|
| 8.54 |
|
| 3/10/2027 |
| ||
|
| 4/13/2020(4) |
|
|
| — |
|
|
| 47,500 |
|
|
| 10.32 |
|
| 4/13/2030 |
| ||
|
|
|
|
|
|
|
|
401(k) Plan
We maintain a tax-qualified 401(k) retirement plan, that provides eligible employees with an opportunitymay elect to save for retirement ondefer a tax-advantaged basis. Eligible employees with an entry date first occurring on or after May 1, 2018 are automatically enrolled in the 401(k) plan. Participants may defer up to 90%portion of their eligible compensation, within the limits prescribed by the Code. We do not match participantCode, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. The 401(k) plan also permits us to make discretionary matching contributions of up to 50% of the 401(k) plan for the benefitfirst 12% of eligible participants. All participants’ interests in any employer nonelective contributions and discretionary matching contributions under our 401(k) Plan vest beginning in the second year after the contribution is made and in equal installments thereafter so that such contributions are 100% vested in the sixth year after such contributions are made. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.compensation. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and allearnings on Roth contributions are deductible by usnot taxable when made. Thedistributed from the 401(k) plan also permits contributionsplan. Additionally, our named executive officers are permitted to be made on a post-tax basis for those employees participatingparticipate in the Roth 401(k) plan component.same health and welfare plans as other U.S. employees, including medical, dental, and vision plans.
-25-In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similarly situated companies.
EquityEmployment Arrangements; Post-Employment Compensation Plan Information
We entered into employment agreements with Messrs. Karanikolas, Mente, Timmermans and Pujades that do not have a specific term and provide for at-will employment. For a summary of the material terms and conditions of these employment arrangements, see the section captioned “—Executive Employment Arrangements.”
Each of these employment agreements provides for change in control and severance payments and benefits upon certain qualifying termination events. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave our company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.
We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for our company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive and our investors.
All payments and benefits in the event of a change in control of the company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following table provides informationa change in control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of December 31, 2020the transaction.
We do not use excise tax payments (or “gross-ups”) relating to a change in control of the company and have no such obligations in place with respect to the sharesany of our common stocknamed executive officers.
For information regarding the change in control and severance agreements for the named executive officers, as well as an estimate of the potential payments and benefits payable under these agreements as of the end of 2021, see the sections captioned “—Executive Employment Arrangements” and “—Potential Payments Upon Termination or Change in Control” below.
Pujades Separation Compensation
On October 28, 2021, the compensation committee approved an amendment to the employment agreement of Mr. Pujades. Under this amendment, Mr. Pujades’s 2021 bonus was pro-rated based on his time in service as our chief operating officer during 2021. With respect to the 50% portion of Mr. Pujades’s 2021 bonus that may bewas payable through the vesting of PSUs, the PSUs continued to vest subject to achievement of the previously approved performance targets but were no longer subject to the continued service requirement, and the ultimate number of shares issued upon vesting was pro-rated based on Mr. Pujades’s time in service as our chief operating officer during 2021. The compensation committee approved this amendment to promote a smooth transition of Mr. Pujades’s role and responsibilities, and to recognize his contributions toward our achieving the strong results in 2021 during the period in which he was in service with us.
As noted in the section captioned “—Elements of Executive Pay and 2021 Compensation—2021 Bonus Plan,” in February 2022, the compensation committee determined the achievement under our existing equity2021 Bonus Plan, resulting in a payment to Mr. Pujades of $138,883 in a cash bonus and the vesting of 2,964 of his PSUs.
In addition, Mr. Pujades receives the severance benefits under his employment agreement in exchange for executing an effective release of claims when his employment with us terminated in November 2021.
Other Compensation Information
Accounting Considerations
We take financial reporting implications into consideration in designing compensation plans:plans and arrangements for the members of our executive team, other employees and members of our board of directors. These accounting considerations include ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards.
Tax Considerations
|
| A |
|
| B |
|
| C |
| |||
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(1) |
|
| Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)(2) |
| |||
Equity compensation plans approved by security holders(3) |
|
| 4,141,365 |
|
| $ | 9.20 |
|
|
| 4,400,331 |
|
Equity compensation plans not approved by security holders |
|
| — |
|
|
| — |
|
|
| — |
|
Total |
|
| 4,141,365 |
|
|
| 9.20 |
|
|
| 4,400,331 |
|
|
|
|
|
|
|
LimitsWe have not provided any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A.
Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for the chief executive officer and certain of our current and former highly compensated executive officers (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the board of directors and compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions.
Hedging and Pledging Policies
As part of our insider trading policy, all employees, including executive officers, and members of our board of directors are prohibited from engaging in transactions in publicly traded or privately negotiated options, such as puts and calls, and other derivative securities (whether or not publicly traded) involving our securities. This prohibition applies to any hedging or similar transaction designed to decrease the risks associated with holding our securities. Stock options, stock appreciation rights and other securities issued pursuant to our benefit plans or other compensatory arrangements and broad-based index options, futures or baskets are not subject to this prohibition. Our insider trading policy also prohibits certain types of pledges of our securities by certain of our employees, including executive officers, and members of our Board,board of directors; specifically, holding our securities in margin accounts or pledging our securities as collateral for a loan.
-26-Compensation and Risk
We have undertaken a risk review of our employee compensation plans and arrangements in which our employees (including our executive officers) participate, to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten our value. In our review, we considered numerous factors and design elements that manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including the following:
Based on our review, we concluded that any potential risks arising from our employee compensation programs, including our executive compensation programs, are not reasonably likely to have a material adverse effect on us.
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 year ended December 31, 2021.
Respectfully submitted by the members of the compensation committee of the board of directors:
Melanie Cox (Chairperson)
Oana Ruxandra
Marc Stolzman
This compensation committee report 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 or the 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.
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table provides information regarding the compensation earned by or paid to our named executive officers with respect to the years ended December 31, 2021, 2020 and 2019:
Name and Principal Position |
|
|
Year |
|
Salary ($) |
|
Bonus ($)(1) |
|
Stock |
|
Option |
|
Non-Equity Incentive Plan Compensation ($)(4) |
|
All Other Compensation ($)(5) |
|
Total Compensation ($) |
Mike Karanikolas Co-Chief Executive Officer |
|
| 2021 |
| 451,236 |
| — |
| — |
| — |
| — |
| 21,358 |
| 472,594 |
|
| 2020 |
| 296,721 |
| 155,000 |
| — |
| — |
| — |
| 21,358 |
| 473,079 | |
|
|
| 2019 |
| 451,235 |
| — |
| — |
| — |
| — |
| 21,074 |
| 472,309 |
Michael Mente Co-Chief Executive Officer |
|
| 2021 |
| 451,236 |
| — |
| — |
| — |
| — |
| 4,120 |
| 455,356 |
|
| 2020 |
| 296,721 |
| 155,000 |
| — |
| — |
| — |
| 4,120 |
| 455,841 | |
|
|
| 2019 |
| 451,235 |
| — |
| — |
| — |
| — |
| 4,066 |
| 455,301 |
Jesse Timmermans Chief Financial Officer |
|
| 2021 |
| 440,879 |
| — |
| 199,998 |
| 499,963 |
| 200,000 |
| 21,358 |
| 1,362,198 |
|
| 2020 |
| 314,712 |
| 216,600 |
| — |
| 198,009 |
| — |
| 21,358 |
| 750,679 | |
|
| 2019 |
| 348,352 |
| 200,500 |
| — |
| — |
| — |
| 21,074 |
| 569,926 | |
David Pujades(6) Former Chief Operating Officer |
|
| 2021 |
| 417,755 |
| — |
| 138,893 |
| 490,017 |
| 138,833 |
| 294,837 |
| 1,480,335 |
|
| 2020 |
| 385,453 |
| 267,884 |
| — |
| 240,111 |
| — |
| 13,454 |
| 906,902 | |
|
| 2019 |
| 445,318 |
| 427,000 |
| — |
| — |
| — |
| 13,287 |
| 885,605 |
(1) The amounts represent performance-based, discretionary bonuses.
(2) The amounts represent the aggregate grant date fair value of PSUs awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value restricted stock unit awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022. For Mr. Pujades, the amount in 2021 is pro-rated from the $195,969 grant date fair value based on the portion of the year in which he served as our chief operating officer.
(3) The amounts represent the aggregate grant date fair value of stock options awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value options awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022.
(4) The amounts represent bonuses earned and payable upon the achievement of corporate objectives, which were paid in the following year. See the section captioned “—Elements of Executive Pay and 2021 Compensation—2021 Bonus Plan.” For Mr. Pujades, the amount in 2021 is pro-rated based on the portion of the year in which he served as our chief operating officer.
(5) For Messrs. Karanikolas, Mente and Timmermans, the amounts represent the excess healthcare premium costs paid by us as compared to the healthcare premium costs we paid for the majority of our employee base for similar coverage. For Mr. Pujades, the 2019 and 2020 amounts represent the excess healthcare premium costs paid by us as compared to the healthcare premium costs we paid for the majority of our employee base for similar coverage, and the 2021 amount represents (a) $245,000 in severance, (b) $8,283 in COBRA benefits, (c) $30,017 in accrued paid time off and (d) $11,537 in excess healthcare premium costs paid by us as compared to the healthcare premium costs we paid for the majority of our employee base for similar coverage. See the section captioned “—Employment Arrangements; Post-Employment Compensation—Pujades Separation Compensation.”
(6) Mr. Pujades resigned as our chief operating officer effective as of September 15, 2021 and resigned from his employment with us on November 9, 2021.
Grants of Plan-Based Awards in Fiscal Year 2021
The following table presents information regarding grants of plan-based awards during 2021 to our named executive officers:
|
|
|
|
Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) |
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
| All Other Option Awards: Number of Securities Underlying Options (#) |
|
Exercise or Base Price of Option Awards ($/Sh) |
|
Grant Date Fair Value of Stock and Option Awards | ||||||||
Name |
| Grant Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
| |||||
Mike Karanikolas |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Michael Mente |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Jesse Timmermans |
| 3/8/2021 |
| — |
| 100,000 |
| 200,000 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 3/8/2021 |
| — |
| — |
| — |
| — |
| 2,134 |
| 4,268 |
| — |
| — |
| 199,998 |
|
| 3/8/2021 |
| — |
| — |
| — |
| — |
| — |
| — |
| 25,878 |
| 46.86 |
| 499,963 |
David Pujades |
| 3/8/2021 |
| — |
| 98,000 |
| 196,000 |
| — |
| — |
| — |
| — |
| — |
| — |
|
| 3/8/2021 |
| — |
| — |
| — |
| — |
| 2,091 |
| 4,182 |
| — |
| — |
| 195,969 |
|
| 3/8/2021 |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,153 |
| 46.86 |
| 70,020 |
|
| 3/8/2021 |
| — |
| — |
| — |
| — |
| — |
| — |
| 9,057 |
| 46.86 |
| 174,981 |
|
| 8/2/2021 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,477 |
| 71.01 |
| 70,000 |
|
| 8/2/2021 |
| — |
| — |
| — |
| — |
| — |
| — |
| 5,528 |
| 71.01 |
| 175,016 |
(1) The amounts represent cash bonus opportunities under our 2021 Bonus Plan. See the section captioned “—Elements of Executive Pay and 2021 Compensation—2021 Bonus Plan.”
(2) The amounts represent PSUs under our 2021 Bonus Plan. See the section captioned “—Elements of Executive Pay and 2021 Compensation—2021 Bonus Plan.”
(3) For PSUs, the amounts represent the aggregate grant date fair value of PSUs awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value restricted stock unit awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022.
(4) For stock options, the amounts represent the aggregate grant date fair value of stock options awarded to the named executive officer, calculated in accordance with ASC Topic 718. A description of the methodologies and assumptions we use to value options awards and the manner in which we recognize the related expense are described in Note 9, Equity-based Compensation in our consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022.
Outstanding Equity Awards at December 31, 2021
The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2021:
|
|
| Option Awards |
| Stock Awards | ||||||||||
Name |
|
Grant Date |
|
Number of Securities Underlying Unexercised Options Exercisable |
|
Number of Securities Underlying Unexercised Options Unexercisable |
|
Option Exercise Price |
|
Option Expiration Date |
| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested | |
Mike Karanikolas |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Michael Mente |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Jesse Timmermans |
| 3/10/2017(5) |
| — |
| 3,706 |
| 7.67 |
| 3/10/2027 |
|
|
|
| |
|
| 3/10/2017(5) |
| — |
| 47,637 |
| 8.54 |
| 3/10/2027 |
|
|
|
| |
|
| 4/13/2020(2) |
| — |
| 38,000 |
| 10.32 |
| 4/13/2030 |
|
|
|
| |
|
| 3/8/2021(2) |
| — |
| 25,878 |
| 46.86 |
| 3/8/2031 |
|
|
|
| |
|
| 3/8/2021(4) |
| — |
| — |
| — |
| — |
| 4,268 |
| 239,179 | |
David Pujades |
| 2/9/2016(1) |
| 16,119 |
| — |
| 6.01 |
| 2/9/2026 |
|
|
|
| |
|
| 4/13/2020(2) |
| — |
| 46,080 |
| 10.32 |
| 4/13/2030 |
|
|
|
| |
|
| 3/8/2021(3) |
| — |
| 4,153 |
| 46.86 |
| 3/8/2031 |
|
|
|
| |
|
| 3/8/2021(2) |
| — |
| 9,057 |
| 46.86 |
| 3/8/2031 |
|
|
|
| |
|
| 3/8/2021(4) |
| — |
| — |
| — |
| — |
| 2,964 |
| 166,103 | |
|
| 8/2/2021(3) |
| — |
| 2,477 |
| 71.01 |
| 8/2/2031 |
|
|
|
| |
|
| 8/2/2021(2) |
| — |
| 5,528 |
| 71.01 |
| 8/2/2031 |
|
|
|
| |
(1) This option became fully vested and exercisable on February 9, 2021.
(2) This option vests over five years, with 20% vesting on each of the first five anniversaries of the vesting commencement date of the option, and will also vest upon certain qualifying terminations as described in the section captioned “—Executive Employment Arrangements.”
(3) This option vests over one year, with 100% vesting on the first anniversary of the vesting commencement date of the option, and will also vest upon certain qualifying terminations as described in the section captioned “—Executive Employment Arrangements.”
(4) The vesting of this award of PSUs was subject to achievement of performance-based conditions in 2021, as described in the section captioned “—Elements of Executive Pay and 2021 Compensation—2021 Bonus Plan.” In February 2022, our board of directors determined that we achieved 200% of target levels of achievement of the performance-based conditions. As result, the vesting percentage for these PSUs was 200%, and, in the case of Mr. Pujades, pro-rated based on the portion of the year in which he served as our chief operating officer. The amounts in the table represent the earned PSUs.
(5) This option vests over five years, with 20% vesting on each of the first five anniversaries of the vesting commencement date of the option, and will also vest in full upon the consummation of a change in control, in each case, subject to the named executive officer’s continued service through such date.
Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2021
The following table presents information concerning the exercise of options during 2021 by our named executive officers (with the reported value for exercised options based on the market price on the applicable date less the applicable exercise price):
Name |
| Option Awards | ||
| Number of Shares Acquired on Exercise (#) |
|
Value Realized on Exercise ($) | |
Mike Karanikolas |
| — |
| — |
Michael Mente |
| — |
| — |
Jesse Timmermans |
| 115,870 |
| 6,382,788 |
David Pujades |
| 356,817 |
| 19,839,116 |
Executive Employment Arrangements
Mike Karanikolas
We entered into an employment agreement with Mr. Karanikolas, our co-chief executive officer, in September 2018. The employment agreement provides for the severance and change in control payments and benefits described below and supersedes any then-existing agreement or arrangement Mr. Karanikolas may have had with us, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does not have a specific term and provides that Mr. Karanikolas is an at-will employee. As of December 31, 2021, Mr. Karanikolas’s annual base salary was $450,000.
If, within the period beginning three months before and ending six months after a change in control, Mr. Karanikolas’s employment is terminated by us other than for cause, death or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following payments and benefits:
The receipt of the payments and benefits above is conditioned on Mr. Karanikolas timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Karanikolas’s employment agreement or otherwise payable to Mr. Karanikolas would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to 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 him. Mr. Karanikolas’s employment agreement does not require us to provide any tax gross-up payments to him.
Michael Mente
We entered into an employment agreement with Mr. Mente, our co-chief executive officer, in September 2018. The employment agreement provides for the severance and change in control payments and benefits described below and supersedes any then-existing agreement or arrangement Mr. Mente may have had with us, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does not have a specific term and provides that Mr. Mente is an at-will employee. As of December 31, 2021, Mr. Mente’s annual base salary was $450,000.
If, within the period beginning three months before and ending six months after a change in control, Mr. Mente’s employment is terminated by us other than for cause, death or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following payments and benefits:
The receipt of the payments and benefits above is conditioned on Mr. Mente timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Mente’s employment agreement or otherwise payable to Mr. Mente would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to 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 him. Mr. Mente’s employment agreement does not require us to provide any tax gross-up payments to him.
Jesse Timmermans
We entered into an employment agreement with Mr. Timmermans, our chief financial officer, in September 2018. The employment agreement provides for the severance and change in control payments and benefits described below and supersedes any then-existing agreement or arrangement Mr. Timmermans may have had with us, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does not have a specific term and provides that Mr. Timmermans is an at-will employee. As of December 31, 2021, Mr. Timmermans’s annual base salary was $450,000 and his annual target bonus was $200,000.
If Mr. Timmermans is terminated by us without “cause” (as defined in his employment agreement) during a performance period and before any annual bonus is paid, he will receive a pro-rated portion (based on the number of days he was employed during the performance period) of the actual bonus he would have received based on the achievement of the relevant performance metrics had he been employed through the payment date.
If, within the period beginning three months before and ending six months after a change in control, Mr. Timmermans’s employment is terminated by us other than for cause, death or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following payments and benefits:
The receipt of the payments and benefits above is conditioned on Mr. Timmermans timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us.
In addition, if any of the payments or benefits provided for under Mr. Timmermans’s employment agreement or otherwise payable to Mr. Timmermans would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to 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 him. Mr. Timmermans’s employment agreement does not require us to provide any tax gross-up payments to him.
David Pujades
We entered into an employment agreement with Mr. Pujades, our former chief operating officer, in September 2018, which was amended in October 2021 as described in the section captioned “—Employment Arrangements; Post-Employment Compensation—Pujades Separation Compensation.” The employment agreement provides for the severance and change in control payments and benefits described below and supersedes any then-existing agreement or arrangement Mr. Pujades may have had with us, including any agreement that provided for severance and/or change in control payments or benefits. The employment agreement does not have a specific term and provides that Mr. Pujades is an at-will employee. As of December 31, 2021, Mr. Pujades’s annual base salary was $490,000 and his annual target bonus was $196,000.
If Mr. Pujades is terminated by us without “cause” (as defined in his employment agreement) during a performance period and before any annual bonus is paid, he will receive a pro-rated portion (based on the number of days he was employed during the performance period) of the actual bonus he would have received based on the achievement of the relevant performance metrics had he been employed through the payment date.
If, within the period beginning three months before and ending 12 months after a change in control, which we refer to as the Change in Control Period, Mr. Pujades’s employment is terminated by us other than for cause, death or disability or he resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to the following payments and benefits:
In addition, if Mr. Pujades’s employment is terminated by us other than for cause, death or disability outside the Change in Control Period, he will be eligible to receive the following payments and benefits:
The receipt of the payments and benefits above is conditioned on Mr. Pujades timely signing and not revoking a release of claims, returning all documents and property belonging to us, and resigning from all officer and director positions with us. In connection with the termination of his employment in November 2021, Mr. Pujades received the severance benefits set forth in the paragraph above following his execution of an effective release of claims. Mr. Pujades’s employment agreement was amended in October 2021 to provide that he would be entitled to a pro-rated amount of the achieved portion of his 2021 annual bonus. See the section captioned “—Employment Arrangements; Post-Employment Compensation—Pujades Separation Compensation” for additional details.
In addition, if any of the payments or benefits provided for under Mr. Pujades’s employment agreement or otherwise payable to Mr. Pujades would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to 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 him. Mr. Pujades’s employment agreement does not require us to provide any tax gross-up payments to him.
Potential Payments Upon Termination or Change in Control
As described in the section captioned “—Executive Employment Arrangements,” our named executive officers are entitled to receive severance and change in control payments and benefits upon certain qualifying events. The tables below set forth the potential payments that would have been provided to each of our named executive officers under each of the circumstances specified below if he had terminated employment with us effective December 31, 2021. The estimated benefit amount of unvested PSUs was calculated by multiplying the number of unvested PSUs by the closing price of our Class A common stock on December 31, 2021, which was $56.04, assuming the achievement of 100% of the performance targets. The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested stock options subject to acceleration by the difference between the exercise price of the option and the closing price of our Class A common stock on December 31, 2021, which was $56.04.
No Change in Control – Termination Without Cause
Mike Karanikolas | Michael Mente | Jesse Timmermans | ||||
Cash bonus ($) | — | — | 200,000 | |||
Total ($) | — | — | 200,000 |
Change in Control – Termination Without Cause
|
| Mike Karanikolas |
| Michael Mente |
| Jesse Timmermans |
Base salary ($) |
| 225,000 |
| 225,000 |
| 225,000 |
Cash bonus ($) |
| — |
| — |
| 200,000 |
PSUs ($) |
| — |
| — |
| 119,589 |
Stock options ($) |
| — |
| — |
| 4,416,937 |
Continued benefits ($) |
| 13,537 |
| 4,369 |
| 13,609 |
Total ($) |
| 238,537 |
| 229,369 |
| 4,975,135 |
Change in Control – Resignation for Good Reason
|
| Mike Karanikolas |
| Michael Mente |
| Jesse Timmermans |
Base salary ($) |
| 225,000 |
| 225,000 |
| 225,000 |
PSUs ($) |
| — |
| — |
| 119,589 |
Stock options ($) |
| — |
| — |
| 4,416,937 |
Continued benefits ($) |
| 13,537 |
| 4,369 |
| 13,609 |
Total ($) |
| 238,537 |
| 229,369 |
| 4,775,135 |
In connection with the termination of his employment in November 2021, Mr. Pujades received the severance benefits under his employment agreement following his execution of an effective release of claims. The cash severance has an aggregate value of $245,000 and the COBRA benefits have a value of $8,283. In addition, in the first quarter of 2022, Mr. Pujades received a pro-rated amount of the achieved portion of his 2021 annual bonus, payable in the form of $138,883 in cash and vesting of 2,964 PSUs. See the section captioned “—Employment Arrangements; Post-Employment Compensation—Pujades Separation Compensation” for additional details.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2021 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:
Plan Category |
|
Class of Common Stock |
|
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) |
| (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |
Equity compensation plans approved by security holders |
| Class A |
| 1,578,457(2) |
| $ | 14.19 |
| 6,329,835(3) |
|
| Class B |
| 796,150(4) |
| $ | 12.10 |
| — |
Equity compensation plans not approved by security holders |
| — |
| — |
|
| — |
| — |
Total |
|
|
| 2,374,607 |
| $ | 13.48 |
| 6,329,835 |
(1) The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our Class A common stock underlying restricted stock units, which have no exercise price.
(2) Includes our 2019 Plan.
(3) Includes 4,929,835 shares available for issuance under our 2019 Plan and 1,400,000 shares available for issuance under our 2019 Employee Stock Purchase Plan, or the ESPP. Our 2019 Plan provides that on January 1 of each fiscal year, the number of shares authorized for issuance under the 2019 Plan is automatically increased by a number equal to the least of (subject to adjustment upon changes in our capitalization as provided in the 2019 Plan) (a) 6,900,000 shares, (b) 5% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year and (c) such number of shares determined by our board of directors. Pursuant to this provision, on January 1, 2022, the number of shares available for future issuance under our 2019 Plan was increased by 3,661,666 shares. The ESPP provides that on January 1 of each fiscal year, beginning with the fiscal year following the fiscal year in which the first offering period (if any) commences, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the least of (a) 1,400,000 shares, (b) 1% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year and (c) such number of shares determined by the board of directors or a committee designated by the board of directors. To date, no offering period or purchase period under our ESPP has begun.
(4) Includes our 2013 Equity Incentive Plan, or the 2013 Plan. The 2013 Plan was terminated as to the grant of future awards in connection with our initial public offering on June 6, 2019 and since then we have not granted any additional awards under the 2013 Plan. However, the 2013 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2013 Plan.
CORPORATE RESPONSIBILITY HIGHLIGHTS
Our board of directors and management believe that operating our business responsibly benefits our many and diverse stakeholders and drives long-term value creation. We endeavor to conduct our business in ways that are principled, transparent and accountable to our stockholders and other stakeholders. We strive to focus our efforts where we can have the most positive impact on our business and society and we are committed to managing the risks and opportunities that arise from sustainability issues.
Our environmental, social and governance, or ESG, initiatives and programs are led by a diverse team of executive officers and employees from our operations, marketing, public relations, products, buying, merchandising and investor relations departments accountable to our board of directors. As our board of directors and ESG team continue to evaluate further ESG initiatives, we have highlighted below a number of ESG-focused initiatives we have already taken or are in the process of taking. More ESG information can be found on our investor relations website at: https://investors.revolve.com/social-impact.
Helping customers discover sustainable styles and brands. In 2021, we began adding sustainability badges on our websites to help our customers discover and shop sustainable fashion. We recognize that many of our customers want to make more sustainable choices, so we have made the process more intuitive.
Designing REVOLVE owned brand styles with more natural products.We recognize the importance of thoughtful sourcing decisions and that sustainability starts with design. Our REVOLVE owned brand design teams are increasingly seeking to offer more products that are sustainable and eco-conscious, without sacrificing quality or style. Examples include WellBeing + BeingWell, our new sustainable activewear collection; anna nata, our responsibly-sourced line that uses certified fabrications with a focus on fibers derived from natural resources such as bark, wood or other plants; our sustainable denim line from Lovers and Friends; and our Tularosa Green collection from Tularosa.
Recycled poly bags for REVOLVE owned brands. In 2020, our REVOLVE owned brands began using more eco-friendly poly bags made from recycled materials.
Removed invoices and offer paperless returns: In 2019, REVOLVE. We have eliminated paper invoices from all domestic customer shipments, an initiative that saves millions of sheets of paper annually. Moreover, we continue to maintain a paperless return model that does not require customers to print a mailing label or fill out paper forms to process returns.
Recycling and reuse. Within our distribution center, we have expanded our recycling initiatives in recent years. We recycle 100% of all cardboard that comes into our fulfillment operations, which represented more than 600approximately 850 tons in 20202021 alone. We also reuse all pallets and partner with a waste management specialist firm to help us further minimize our waste.
Packaging initiatives. Product packaging has a significant impact on the environment and we are taking steps to reduce our impact. In 2021, we introduced a new shipping box design for our FORWARDFWRD website that is highly eco-friendly. It is made from 50% recycled materials, primarily post-consumer waste. We are also working with partners to evaluatetesting the potential reuse of certain boxes returned by customers, which could reduce costs and carbon emissions in the future.
Designing REVOLVE owned brand styles with more natural products.We recognize the importance of thoughtful sourcing decisions and that sustainability starts with design. Our REVOLVE owned brand design teams are increasingly seeking to offer more products that are sustainable and eco-conscious, without sacrificing quality or style, such as our new Tularosa Green collection from Tularosa.
Investments in energy efficiency. In recent years, we have transitioned to using more energy friendly appliances in our facilities, including motion sensor lights and LED bulbs, which require significantly less energy than conventional bulbs. Many of our facilities also benefit from “daylight harvesting” near windows, leveraging sensors to automatically reduce electrical lighting when there is sufficient natural
-27-
Testing environmentallyEnvironmentally friendly shipping options. In 2020,2021, we began to test offer consumers environmentally friendly shipping options for those who are willing to forgo receiving their orders via express shipping. For product returns, we also continue to primarily utilize ground shipping, which results in significantly reduced emissions when compared to express shipping.
Developing new office building to be highly sustainable. We have signed a lease to move into a new office building in 2022. Working with our landlord, we are custom-designing the building to be highly sustainable, including evaluating use of solar electricity, electric chargers, efficient lighting and much more.
Social Initiatives
Raised $250,000Human capital initiatives. We have adopted a modern hybrid workplace environment that embraces flexibility for our employees while encouraging connection and community. Building on our learnings in 2020 and 2021 when our outstanding financial results demonstrated how capably many of our teams can execute in a distributed, remote environment, we now offer significantly increased flexibility to donate N95 masksour employees while promoting important opportunities for frontline healthcare workers. Our COVID-19 response enabled us to leverage our unique combination of competencies – including global sourcing expertisein-person interaction, collaboration and worldwide social media reach – to raise awareness for the cause and deliver the personal protective equipment where it was needed most to protect our frontline healthcare workers.team building.
Diversity and Inclusion Committee. In 2020, we formed the DiversityOur diversity and Inclusion Committee,inclusion committee, which includes several of the members of our executives. The committeemanagement team, meets frequently to actively initiate and advance diversity and inclusion efforts within the REVOLVE community, including some of the ones highlighted below.
The REVOLVE Mentorship Program. In 2021, we launched the REVOLVE Mentorship Program to assist and support the growth of Black-owned and designed brands and help them overcome the business obstacles they face in the fashion industry. The program provides Black-owned and designed brands on REVOLVE important resources for advancement, anchored by mentorship from leaders throughout REVOLVE, including in sales and analytics, brand marketing, production and manufacturing, accounting and finance, website development and human resources.
Dedicated section of the REVOLVE website for Black-owned brands. In 2021, we launched a dedicated section of the REVOLVE website to highlight Black-owned brands and we plan to expand the assortment to include BIPOC brands in the future. Moreover, we have regularly highlighted individual Black-owned brands on the REVOLVE website and in our social channels.
Significant increase in Black-owned brands. The number of Black-ownedBlack-owned apparel brands on REVOLVE as of Marchincreased 41% during 2021 had more than tripled versus the prior-year comparable periodcompared to 2020 and we continue to expand the assortment through proactive outreach.
Expanded diversity across marketing channels. In 2020,2021, more than 60%50% of our new studio editorial models photographed were women of color. Additionally, our increased focus on expanding diversity has led to significant expansion of ethnic diversity and body inclusivity across our global base of REVOLVE brand ambassadors.
Successful efforts to expand size inclusivity of our offerings. In 2022, we have made considerable progress expanding the size inclusivity of our offerings, including the launch and promotion of Khloe Kardashian’s size inclusive brand, Good American, and announcing our planned size inclusive collaboration with content creator and curve model, Remi Bader, set to launch with REVOLVE in the fall of 2022.
Begun disclosing employee diversity statistics. As of December 31, 2020, 78%2021, 79% of our employees were women and 86%85% were persons of color. Among our executive team, 30% were40% were women and 50%40% were persons of color.
Code of Conduct for suppliers and vendors to promote fair and ethical operations. Our Code of Conduct for supplier and vendor partners is designed to promote principles of fair and ethical treatment of workers, compliance with all applicable local laws, rules and regulations, and transparency to allow for accountability and reasonable substantiation of compliance. We strive to ensure that our vendors pay fair
-28-
|
Charitable match program for employee donations. donations.In 2020,2021, we established a program to match employee financial donations to qualifying charities around the world, enabling employees to contribute to charities of their choice with a 1:1 contribution match up to $10,000 per year on behalf of REVOLVE.
Wide-ranging support for local community organizations. Over the years, the REVOLVE employee community has supported many local organizations, including Toys for Tots, Step Up, the American Cancer Society and a mentorship program for local high school students interested in a fashion design career, just to name a few.
Raised $250,000 to donate N95 masks for frontline healthcare workers. Our COVID-19 response enabled us to leverage our unique combination of competencies, including global sourcing expertise and worldwide social media reach, to raise awareness for the cause and deliver the personal protective equipment where it was needed most to protect our frontline healthcare workers.
Governance Initiatives
Gender diversity on theour board of directorsdirectors.: 40% of our board members are female.
Large equity ownership aligns management interests with stockholder interests. Our management teamexecutive officers collectively owns more than 50%own approximately 45% of our common stock, which we believe effectively aligns our interests with stockholderour stockholders’ interests. For instance,The total compensation packages of our co-founders and co-CEOs, who together own more than 50% of our common stock, have not received any equity grants since the inception of our company and their total compensation packagesco-chief executive officers also rank at the low end among CEOschief executive officers in our peer group, according to published governance reports.
Significant portion of executive compensation tied to specific performance targets. A significant portion of our executive compensation is tied to annual performance objectives approved by the compensation committee of the board of directors.
Independent compensation consultant engaged by the compensation committee. Our compensation committee has engaged with an independent compensation consultant to ensure our compensation is fair and competitive, while balancing stockholder interests.
Regular engagement with stockholders on a broad range of business and governance topics. We engage with stockholders regarding business and governance topics on an ongoing basis and their feedback is regularly shared with the executive team and board of directors.
-29-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table below sets forth the beneficial ownership of our commoncapital stock as of April 16, 2021 for:14, 2022 by:
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our Class A common stock or Class B common stock;
eacheach of our named executive officers;
each of our directors; and
all of our executive officers and directors as a group.
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 orand entities identified in the table have sole voting power and sole investment power with respect to all shares shown asthat they beneficially owned, by them, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.
We have based our calculation of the percentage of beneficial ownership on 35,777,02040,710,564 shares of our Class A common stock and 36,422,33332,597,119 shares of our Class B common stock outstanding as of April 16, 2021.14, 2022. We have deemed shares of our Class A common stock and Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 16, 2021,14, 2022 or issuable pursuant to restricted stock units which are subject to vesting and settlement conditions expected to occur within 60 days of April 16, 2021,14, 2022 to be outstanding and to be beneficially owned by the person holding the stock option or restricted stock unit 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 for each person or entity listed in the table is c/o Revolve Group, Inc., 12889 Moore Street, Cerritos, California 90703.
Name of Beneficial Owner |
|
Class A Common Stock |
|
Class B Common Stock |
| Percent of Total Voting Power† | ||||
|
Number |
|
Percentage |
|
Number |
|
Percentage |
| ||
Greater than 5% Stockholders |
|
|
|
|
|
|
|
|
|
|
MMMK Development, Inc.(1) |
| — |
| — |
| 32,561,788 |
| 99.9 |
| 88.8 |
Entities affiliated with FMR LLC(2) |
| 5,922,380 |
| 14.5 |
| — |
| — |
| 1.6 |
William Blair Investment Management, LLC(3) |
| 3,994,347 |
| 9.8 |
| — |
| — |
| 1.1 |
The Vanguard Group, Inc.(4) |
| 3,825,181 |
| 9.4 |
| — |
| — |
| 1.0 |
Entities affiliated with BlackRock, Inc.(5) |
| 2,572,533 |
| 6.3 |
| — |
| — |
| * |
Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
Mike Karanikolas(6) |
| 123,000 |
| * |
| 32,561,788 |
| 99.9 |
| 88.8 |
Michael Mente(7) |
| 73,000 |
| * |
| 32,597,119 |
| 100.0 |
| 88.9 |
Melanie Cox(8) |
| 7,866 |
| * |
| — |
| — |
| * |
Oana Ruxandra(9) |
| 1,154 |
| * |
| — |
| — |
| * |
Marc Stolzman(10) |
| 4,742 |
| * |
| — |
| — |
| * |
Jesse Timmermans(11) |
| 17,386 |
| * |
| 51,343 |
| * |
| * |
David Pujades(12) |
| 40,050 |
| * |
| — |
| — |
| * |
All directors and executive officers as a group (6 persons)(13) |
| 227,148 |
| * |
| 32,648,462 |
| 100.0 |
| 89.0 |
* Less than 1%.
† Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. The Class A common stock and Class B common stock vote together on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or our certificate of incorporation.
(1) Consists of 32,561,788 shares of Class B common stock held of record by MMMK Development. Messrs. Karanikolas and Mente, our co-chief executive officers and directors, are the sole stockholders of MMMK Development and share voting and dispositive power over the shares held by MMMK Development.
(2) Based solely on the Schedule 13G/A filed with the SEC on February 9, 2022 by FMR LLC, or FMR, and Abigail P. Johnson. FMR beneficially owns an aggregate of 5,922,380 shares of Class A common stock, which consists of (a) 2,637,841 shares as to which it has sole voting power and (b) 5,922,380 shares as to which it has sole dispositive power, and Ms. Johnson beneficially owns an aggregate of 5,922,380 shares of Class A common stock as to which she has sole dispositive power. Members of the Johnson family, including Ms. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares of FMR will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, as amended, or the Investment Company Act, to form a controlling group with respect to FMR. Neither FMR nor Ms. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act, or the Fidelity Funds, advised by Fidelity Management & Research Company LLC, or FMR Co. LLC, a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ boards of trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The principal business address of FMR is 245 Summer Street, Boston, MA 02210.
(3) Based solely on a Schedule 13G/A filed with the SEC on February 10, 2022 by William Blair Investment Management, LLC, or William Blair. William Blair beneficially owns 3,994,347 shares of Class A common stock, which consists of (a) 3,649,901 shares as to which it has sole voting power and (b) 3,994,347 shares as to which it has sole dispositive power. The principal business address of William Blair is 150 North Riverside Plaza, Chicago, IL 60606.
(4) Based solely on a Schedule 13G/A filed with the SEC on February 10, 2022 by the Vanguard Group Inc., or Vanguard. Vanguard beneficially owns 3,825,181 shares of Class A common stock, which consists of (a) 55,640 shares as to which it has shared voting power, (b) 3,739,948 shares as to which it has sole dispositive power and (c) 85,233 shares as to which it has shared dispositive power. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(5) Based solely on a Schedule 13G filed with the SEC on February 4, 2022 by BlackRock Inc, or BlackRock. BlackRock beneficially owns 2,572,533 shares of Class A common stock, which consists of (a) 2,520,439 shares as to which it has sole voting power and (b) 2,572,533 shares as to which it has sole dispositive power. The principal business address of BlackRock is 55 East 52nd Street, New York, NY 10055.
(6) Consists of (a) 123,000 shares of Class A common stock held of record by Mr. Karanikolas and (b) 32,561,788 shares of Class B common stock held of record by MMMK Development. See footnote (1) regarding Mr. Karanikolas’s relationship with MMMK Development.
(7) Consists of (a) 73,000 shares of Class A common stock held of record by Mr. Mente,(b) 35,331 shares of Class B common stock held of record by Mr. Mente and (c) 32,561,788 shares of Class B common stock held of record by MMMK Development. See footnote (1) regarding Mr. Mente’s relationship with MMMK Development.
(8) Consists of (a) 6,124 shares of Class A common stock and (b) 1,742 shares of Class A common stock issuable upon the vesting of restricted stock units within 60 days after April 14, 2022.
(9) Consists of 1,154 shares of Class A common stock issuable upon the vesting of restricted stock units within 60 days after April 14, 2022.
(10) Consists of (a) 3,000 shares of Class A common stock and (b) 1,742 shares of Class A common stock issuable upon the vesting of restricted stock units within 60 days after April 14, 2022.
(11) Consists of (a) 2,711 shares of Class A common stock, (b) options to purchase 14,675 shares of Class A common stock that are exercisable within 60 days after April 14, 2022 and (c) options to purchase 51,343 shares of Class B common stock that are exercisable within 60 days after April 14, 2022.
(12) Consists of 40,050 shares of Class A common stock based on information provided by Mr. Pujades and our transfer agent.
(13) Consists of (a) 207,835 shares of Class A common stock, (b) 32,597,119 shares of Class B common stock, (c) options to purchase 14,675 shares of Class A common stock that are exercisable within 60 days after April 14, 2022, (d) options to purchase 51,343 shares of Class B common stock that are exercisable within 60 days after April 14, 2022 and (e) 4,638 shares of Class A common stock issuable upon the vesting of restricted stock units within 60 days after April 14, 2022.
| Class A Common Stock |
|
| Class B Common Stock |
|
| Percent of Total |
| |||||||||||||
Name of Beneficial Owner |
| Number |
|
| Percentage |
|
| Number |
|
| Percentage |
|
| Voting Power† |
| ||||||
Greater than 5% Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
MMMK Development, Inc.(1) |
| — |
|
|
| — |
|
|
| 36,387,002 |
|
|
| 99.9% |
|
|
| 91.0% |
| ||
Entities affiliated with FMR LLC(2) |
|
| 4,627,066 |
|
|
| 12.9% |
|
|
| — |
|
|
| — |
|
| 1.2% |
| ||
Entities affiliated with Vanguard Group, Inc.(3) |
|
| 2,212,815 |
|
|
| 6.2% |
|
|
| — |
|
|
| — |
|
| 0.6% |
| ||
Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Mike Karanikolas(4) |
|
| 123,000 |
|
| * |
|
|
| 36,387,002 |
|
|
| 99.9% |
|
|
| 91.0% |
| ||
Michael Mente(5) |
|
| 73,000 |
|
| * |
|
|
| 36,422,333 |
|
|
| 100.0% |
|
|
| 91.1% |
| ||
Melanie Cox(6) |
| 6,124 |
|
|
| * |
|
|
| — |
|
|
| — |
|
|
| * |
| ||
Hadley Mullin |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||
Marc Stolzman(7) |
|
| 10,501 |
|
|
| * |
|
|
| 18,205 |
|
| * |
|
| * |
| |||
David Pujades(8) |
| 11,520 |
|
|
| * |
|
|
| 128,965 |
|
| * |
|
| * |
| ||||
Jesse Timmermans(9) |
| 9,500 |
|
|
| * |
|
|
| 106,370 |
|
| * |
|
| * |
| ||||
All directors and executive officers as a group (7 persons)(10) |
|
| 233,645 |
|
|
| * |
|
|
| 36,675,873 |
|
|
| 100.0% |
|
|
| 91.2% |
| |
|
|
|
|
|
|
|
|
|
|
-30-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-31-
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following is a summaryThere are no transactions or series of similar transactions since January 1, 2020 tothe beginning of our last fiscal year in which we have been or will be a party in whichparticipant, the amount involved exceededexceeds $120,000 and in which any of our directors, nominees for director, executive officers directors, promoters or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest, other than compensation arrangements which are described underin the section of this proxy statement captioned “Executive Compensation.”
Related Party Transaction Policy
We have adopted a formal, written policy that our executive officers, directors (including director nominees), holders of more than 5% of any class of our voting securities and any member of the immediate family of or any entities affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior approval or, in the case of pending or ongoing related party transactions, ratification of our audit committee. For purposes of our policy, a related party transaction is a transaction, arrangement or relationship where we were, are or will be involved and in which a related party had, has or will have a direct or indirect material interest.
Certain transactions with related parties, however, are excluded from the definition of a related party transaction, including, but not limited to:
transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $120,000;
transactions where a related party’s interest derives solely from his or her service as a director of another entity that is a party to the transaction;
transactions where a related party’s interest derives solely from his or her ownership of less than 10% of the equity interest in another entity that is a party to the transaction; and
transactions where a related party’s interest derives solely from his or her ownership of a class of our equity securities and all holders of that class received the same benefit on a pro rata basis.
No member of the audit committee may participate in any review, consideration or approval of any related party transaction where such member or any of his or her immediate family members is the related party. In approving or rejecting the proposed agreement, our audit committee shall consider the relevant facts and circumstances available and deemed relevant by the audit committee, including, but not limited to:
the benefits and perceived benefits to us;
the materiality and character of the related party’s direct and indirect interest;
the availability of other sources for comparable products or services;
the terms of the transaction; and
the terms available to unrelated third parties under the same or similar circumstances.
In reviewing proposed related party transactions, the audit committee will only approve or ratify related party transactions that are in, or not inconsistent with, the best interests of us and our stockholders.
The transactions described below were consummated prior to our adoption of the formal, written policy described above, and therefore the foregoing policies and procedures were not followed with respect to the transactions. However, we believe that the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
-32-
Registration Rights Agreement
In connection with our initial public offering, we entered into a registration rights agreement with certain of our stockholders, including MMMK Development Inc. and Michael Mente, our co-chief executive officer. As of April 16, 2021,14, 2022, the holders of all of our outstanding shares of Class B common stock or their permitted transferees are entitled to rights with respect to the registration of their shares under the Securities Act. The registration rights agreement provides these stockholders the right, subject to certain conditions, to require us to file registration statements for the public resale of the shares of Class A common stock issuable upon conversion of their shares of Class B common stock, or to include such shares in registration statements that we may file.
Indemnification Agreements
As permitted by Delaware General Corporation Law, we have entered into indemnification agreements with each of our current directors, officers and some employees. These agreements provide for the indemnification of our directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of us, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of us or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
Other Transactions
We have entered into employment and other agreements with certain of our executive officers that, among other things, provide for certain severance or change ofin control benefits. For a description of agreements with our named executive officers, see the section of this proxy statement captioned “Executive Compensation—Executive Employment Arrangements.”
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2020Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Based solely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC by the reporting persons, and written representations from certain reporting persons, we believe that our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements applicable to them during 2021, except that a Form 4 filed by Marc Stolzman related to an option exercise and sale that took place on March 1, 2021 was filed late on April 5, 2021 due to an inadvertent administrative error.
Stockholder Proposals or Director Nominations for 2023 Annual ReportMeeting
If a stockholder would like us to consider including a proposal in our proxy statement for our 2023 annual meeting pursuant to Rule 14a‑8 of the Exchange Act, then the proposal must be received by our corporate secretary at our principal executive offices on or before December 30, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a‑8 regarding the inclusion of stockholder proposals in our proxy materials. Proposals should be addressed to:
Revolve Group, Inc.
Attention: Corporate Secretary
12889 Moore Street
Cerritos, California 90703
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal or nominate a director at an annual meeting, but do not seek to include the proposal or director nominee in our proxy statement. In order to be properly brought before our 2023 annual meeting, the stockholder must provide timely written notice to our corporate secretary, at our principal executive offices, and SEC Filingsany such proposal or nomination must constitute a proper matter for stockholder action. The written notice must contain the information specified in our bylaws. To be timely, a stockholder’s written notice must be received by our corporate secretary at our principal executive offices:
If the date of the 2023 annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of this year’s annual meeting, then such written notice must be received by our corporate secretary at our principal executive offices no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, then we are not required to present the proposal for a vote at such annual meeting.
Availability of Bylaws
A copy of our bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
2021 Annual Report
Our financial statements for theour fiscal year ended December 31, 20202021 are included in our Annual Report on Form 10-K. Our annual report, andwhich we will make available to stockholders at the same time as this proxy statementstatement. Our proxy materials and our annual report are posted on our website at https://investors.revolve.com/financials/sec-filings and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Investor Relations, Revolve Group, Inc., Attention: Investor Relations, 12889 Moore Street, Cerritos, California 90703. Copies of all exhibits
Information contained on, or that can be accessed through, our website is not intended to the annual report on Form 10-K for the fiscal year ended December 31, 2020 may be obtained for a nominal fee, which fee will not exceedincorporated by reference into this proxy statement, and references to our reasonable expenseswebsite address in furnishing such copies by sending a written request to Investor Relations, Revolve Group, Inc., 12889 Moore Street, Cerritos, California 90703.this proxy statement are inactive textual references only.
* * *
The board of directors does not know of any other matters to be presented at the Annual Meeting.annual meeting. If any additional matters are properly presented at the Annual Meeting, our designated proxies listedannual meeting, the persons named in thisthe proxy statement will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the Annual Meeting,annual meeting, regardless of the number of shares that you hold. You are therefore urged to vote by telephone or by using the Internet as instructed in the Notice or on the accompanying proxy card or, or if you requestedpromptly as possible to receive a printed copy of the proxy materials, by executing and returning, atensure your earliest convenience, the accompanying proxy card in the envelope that has also been provided.
vote is recorded.
THE BOARD OF DIRECTORS
Cerritos, California
April 29, 20212022
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www.proxypus
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VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 p.m. Eastern Time on June 10, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/RVLV2021You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Time on June 10, 2021. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.REVOLVE GROUP, INC.12889 MOORE STREETCERRITOS, CA 90703D53615-P53052For All Withhold AllFor All ExceptREVOLVE GROUP, INC.To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.The Board of Directors recommends you vote FOR the following:!!!1. Election of Directors Nominees: 01) Mike Karanikolas 02) Michael Mente 03) Melanie Cox 04) Hadley Mullin 05) Marc StolzmanFor AgainstAbstainThe Board of Directors recommends you vote FOR the following proposal:!!!2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2021.NOTE: In their discretion, each proxy may also vote upon such other business as may properly come before the meeting or any postponement or adjournment thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Notice and Proxy Statement are available at www.proxyvote.comD53616-P53052REVOLVE GROUP, INC.Annual Meeting of StockholdersJune 11, 2021 at 11:00 AM PTVia the Internet at www.virtualshareholdermeeting.com/RVLV2021This proxy is solicited by the Board of DirectorsThe undersigned hereby appoints Jesse Timmermans and Jodi Lumsdaine Chapin, or either of them, as proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock and Class B common stock of REVOLVE GROUP, INC. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM PT on June 11, 2021, via a live webcastat www.virtualshareholdermeeting.com/RVLV2021, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse sidezVOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 p.m. Eastern Time on June 10, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/RVLV2021You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Time on June 10, 2021. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.REVOLVE GROUP, INC.12889 MOORE STREETCERRITOS, CA 90703D53615-P53052For All Withhold AllFor All ExceptREVOLVE GROUP, INC.To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.The Board of Directors recommends you vote FOR the following:!!!1. Election of Directors Nominees: 01) Mike Karanikolas 02) Michael Mente 03) Melanie Cox 04) Hadley Mullin 05) Marc StolzmanFor AgainstAbstainThe Board of Directors recommends you vote FOR the following proposal:!!!2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2021.NOTE: In their discretion, each proxy may also vote upon such other business as may properly come before the meeting or any postponement or adjournment thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Notice and Proxy Statement are available at www.proxyvote.comD53616-P53052REVOLVE GROUP, INC.Annual Meeting of StockholdersJune 11, 2021 at 11:00 AM PTVia the Internet at www.virtualshareholdermeeting.com/RVLV2021This proxy is solicited by the Board of DirectorsThe undersigned hereby appoints Jesse Timmermans and Jodi Lumsdaine Chapin, or either of them, as proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock and Class B common stock of REVOLVE GROUP, INC. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM PT on June 11, 2021, via a live webcastat www.virtualshareholdermeeting.com/RVLV2021, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side
