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This notice of the Annual Meeting, Proxy Statement,proxy statement, and form of proxy are being distributed and made available on or about May 1, 2023.April 26, 2024.

These materials include this Proxy Statementproxy statement for the Annual Meeting and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2022.2023. We are first making these materials available to you on the Internet on or about May 1, 2023.April 26, 2024.

Our board of directors recommends that you vote:

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The Notice of Internet Availability and, upon your request, the proxy materials were forwarded to you by your broker, bank, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote your shares by following their instructions for voting. You may also vote your shares at the Annual Meeting as described below.

When proxies are properly signed, dated, and returned, the shares represented by the proxies will be voted in accordance with the instructions of the stockholder. If your proxy is signed and returned but no specific instructions are given, you give authority to Matthew Oppenheimer and Saema Somalya to vote your shares in accordance with the recommendations of our board of directors as described above. If any director nominee is not able to serve, proxies may be voted for a substitute nominee designated by our board of directors, unless our board of directors chooses to reduce the number of directors serving on our board of directors. If any matters not described in this Proxy Statementproxy statement are properly presented at the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy.

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

If you are a beneficial owner of shares held in street name, you should follow the instructions of your bank, broker, or other nominee to change or revoke your voting instructions. You may also vote electronically at the Annual Meeting as described above.

The presence, by participation through the virtual meeting center or by proxy, of the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented to conduct business at the Annual Meeting. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the Annual Meeting via our virtual meeting center.

A list of stockholders of record will be available for inspection by stockholders of record for any legally valid purpose related to the Annual Meeting for 10 days prior to the Annual Meeting at
http://www.virtualshareholdermeeting.com/RELY2023.RELY2024.

Abstentions, withhold votes, and broker non-votes are considered “shares present” for the purpose of determining whether a quorum exists, but will not be considered votes properly cast at the Annual Meeting and will have no effect on the outcome of the vote. Under thestock exchange rules, of the New York Stock Exchange, without voting instructions from beneficial owners, brokers will have discretion to vote on so-called “routine” proposals, including the ratification of the appointment of the independent registered public accounting firm, but not on “non-routine” proposals, including the election of directors. Therefore, in order for your voice to be heard, it is important that you vote.

We will pay all the costs of preparing, mailing, and soliciting the proxies. We will ask brokers, banks, voting trustees, and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers, and employees may solicit proxies in person, by telephone, or otherwise. These individuals will not be specially compensated.

In accordance with the SEC rules, we have elected to furnish our proxy materials, including this Proxy Statementproxy statement and the Annual Report, primarily via the Internet rather than by mailing the materials to stockholders. The Notice of Internet Availability of Proxy Materials provides instructions on how to access our proxy materials on the Internet, how to vote, and how to request printed copies of the proxy materials. Stockholders may request to receive future proxy materials in printed form by following the instructions contained in the Notice of Internet Availability of Proxy Materials. We encourage stockholders to take advantage of the proxy materials on the Internet to reduce the costs and environmental impact of our Annual Meeting.

For a proposal to be included in our proxy statement for the 20242025 annual meeting of stockholders pursuant to Rule 14a-8, you must submit it no later than January 2,December 27, 2024. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to: Remitly Global, Inc., 1111 Third Avenue, Suite 2100, Seattle, WA 98101, Attention: Corporate Secretary.

You also may submit a proposal outside of Rule 14a-8 that you do not want included in the proxy statement but that you want to raise at the 20242025 annual meeting of stockholders. We must receive this type of proposal in writing on or after 5:00 p.m. Eastern Time on February 15, 2024,12, 2025, but no later than 5:00 p.m. Eastern Time on March 16, 2024.14, 2025.

consideration and in the event that such business includes a proposal to amend our Bylaws, the text of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest of such stockholder or beneficial owner, including anticipated benefit to any such person therefrom; and (ii) a description of all agreements, arrangements, and understandings between or among any such stockholder or beneficial owner and any of its respective affiliates or associates, on the one hand, and any other person or persons, on the other hand (including their names), in connection with the proposal of such business by such stockholder or beneficial owner.

If you wish to nominate an individual for election as director at the 20242025 annual meeting of stockholders, we must receive your written nomination on or after 5:00 p.m. Eastern Time on February 15, 2024,12, 2025, but no later than 5:00 p.m. Eastern Time on March 16, 2024.14, 2025. You should send your proposal to: Remitly Global, Inc., 1111 Third Avenue, Suite 2100, Seattle, WA 98101, Attention: Corporate Secretary.

In addition to complying with the advance notice provisions of our Bylaws, to nominate directors stockholders must give timely notice that complies with the additional requirements of Rule 14a-19, and which must be received no later than April 15, 2024.13, 2025.

The number of directors is fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and Bylaws. Our board of directors currently consists of 10nine members. Currently serving members of our board of directors will continue to serve as directors until their resignations, until their terms expire and they do not stand for re-election, or until their successors are duly elected by the holders of our common stock. Ron Shah is retiring from our board of directors effective June 14, 2023, the date of our 2023 Annual Meeting of Stockholders.

Our board of directors is divided into three classes of directors that serve on staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then-expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Directors in Class IIIII are standing for election at this Annual Meeting, while directors in Class IIII and Class III will stand for election at the 20242025 annual meeting and the 20252026 annual meeting, respectively.

Our board of directors, upon the recommendation of our nominating and corporate governance committee, has nominated Bora Chung, Laurent Le Moal,Joshua Hug, Matthew Oppenheimer, and Nigel MorrisMargaret Smyth for election as Class IIIII directors. If elected at this Annual Meeting, the Class IIIII directors will serve until the 20262027 Annual Meeting and until their successors are elected and qualified, or, if earlier, their resignation or removal.

We evaluated the independence of our directors based on the listing standards of Nasdaq, which is where our common stock is listed, and concluded that each director, except Mr. Oppenheimer and Mr. Hug, is independent.

International Managementcorporation. Prior to Queensland Investment Corporation, Ms. Smyth was Vice President of Finance at ConEdison, Inc., an energy company, from Universita Commerciale Luigi BocconiAugust 2012 to September 2014. Earlier in Milan, Italy.her career, Ms. Smyth served as a Senior Managing Partner at Deloitte & Touche and Arthur Andersen. Ms. Smyth also served on the board of directors of Vonage Holdings Corp., a cloud-based communications provider from September 2012 to June 2016. Ms. Smyth holds an M.S. in Accounting from NYU Stern School of Business and a B.A. in Economics from Fordham University. Ms. Smyth is also experienced in advancing sustainability accounting practices and is a Sustainability Accounting Standards Board (SASB) FSA Credential Holder. We believe Mr. Le Moalthat Ms. Smyth is qualified to serve as a member ofon our board of directors because of his extensive industry experience.

The table below provides the names, ages (as of May 1, 2023)April 26, 2024), and certain other information for each of the directors:

Our common stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that 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. In its most recent review, our board of directors determined that all of our non-employee directors are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Additionally, directors serving as talent and compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a talent and compensation committee member.

Our audit and risk committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order 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 or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of each director and considers whether each 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. In making these determinations, our board of directors reviewed and discussed information provided by the directors and by us with regard to each director’s

Our board of directors, which is divided into three classes, currently consists of 10 members, though Mr. Shah is retiring from the board of directors effective June 14, 2023, the date of our 2023 Annual Meeting of Stockholders.nine members. The number of directors is fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and Bylaws. Each class consists, as closely as possible, of one-third (1/3) of the total number of directors, and each class has a three-year term. Vacancies on our board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Currently serving members of our board of directors will continue to serve as directors until their resignations or until their successors are duly elected by the holders of our common stock. The currently serving directors on our board of directors and their respective class is set forth above under the information supporting Proposal No. 1.

The table below provides certain information regarding the composition of our board of directors as of the date of this Proxy Statement.proxy statement. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Our board of directors has delegated to our nominating and corporate governance committee the responsibility for recommending to our board of directors the nominees for election as directors at the annual meeting of stockholders and for recommending persons to fill any vacancy on our board of directors. Our nominating and corporate governance committee selects individuals for nomination to our board of directors based on the following criteria. Nominees for director must:

Directors are selected on the basis of talent and experience. Diversity of background, including diversity of gender, race, ethnic or geographic origin, and age, and experience in business, government and education, engineering, computer software, technology, and other areas relevant to our activities are factors in the selection process. As a majority of our board of directors must consist of individuals who are independent, a nominee’s ability to meet the independence criteria established by Nasdaq is also a factor in the nominee selection process.

For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies set forth in this proxy statement.

In accordance with our corporate governance guidelines, our board of directors does not have a policy as to whether the offices of the chair of the board of directors and Chief Executive Officer should be separate. Our board of directors, in consultation with our nominating and corporate governance committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership for the Company. If the chairperson of our board of directors is our Chief Executive Officer, our board of directors will designate a lead independent director, who will actively participate in setting agendas for meetings of our board of directors and preside at executive sessions of our board of directors. Our nominating and corporate governance committee will periodically consider the leadership structure of our board of directors and make recommendations to change the structure as it deems appropriate.

The board of directors believes that its current leadership structure, with Mr. Oppenheimer serving as the chairman and Chief Executive Officer and Mr. Riese serving as the lead independent director, is appropriate because it enables the board of directors, as a whole, to engage in oversight of management, promote communication and collaboration between management and the board of directors, and oversee governance matters. In addition, the board of directors benefits from the perspective and insights of Mr. Riese and Mr. Oppenheimer as a result of their extensive experience in the financial services and technology industries.

The board’s role in risk oversight is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure, and the board and its committees providing oversight in connection with those efforts, with particular focus on ensuring that the Company’s risk management practices are adequate and regularly reviewing the most significant risks facing the Company.

Our board of directors met sevenfive times during 2022.2023. Our board of directors has an audit and risk committee, a talent and compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members serve on these committees for such term or terms as our board of directors may determine or until their earlier resignations or death. Each committee is governed by a written charter. Each director attended at least 75% of the meetings of our board of directors and the committees on which he or she served during 2022.2023. Each committee charter is posted on our website at https://ir.remitly.com/corporate-governance/governance-overview. From time to time, our board of directors may also establish other, special committees when necessary to address specific issues. During 2022,2023, our audit and risk committee met nineseven times, our talent and compensation committee met eightnine times, and our nominating and corporate governance committee met fivethree times.

Our audit and risk committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee the Company’s corporate accounting and financing reporting processes and audits, is currently composed of Ms. Smyth, Mr. Riese,Blignaut, and Ms. Chung.Campbell. Ms. Smyth is currently the chair of our audit and risk committee and will continue to serve in that role.

Our audit and risk committee’s principal functions are to assist our board of directors in its oversight of:

The primary purpose of the talent and compensation committee is to discharge the responsibilities of our board of directors with respect to compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management. The members of our talent and compensation committee meet the independence requirements under Nasdaq and SEC rules. Each member of this committee is also a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

Our talent and compensation committee is responsible for, among other things:

Our nominating and corporate governance committee is composed of Mr. Morris, Ms. Campbell, and Mr. Shah.Riese. Mr. Morris is the chair of our nominating and corporate governance committee. The members of our nominating and corporate governance committee meet the independence requirements under Nasdaq and SEC rules. Our board of directors expects to appoint a new member to the nominating and corporate governance committee prior to the date of the 2023 Annual Meeting.

Our nominating and corporate governance committee’s principal functions include:

None of the members of the talent and compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board or talent and compensation committee during the year ended December 31, 2022.2023.

Interested parties may communicate with our board of directors or with an individual director by writing to our board of directors or to the particular director and mailing the correspondence to: Remitly Global, Inc., 1111 Third Avenue, Suite 2100, Seattle, WA 98101, Attention: Corporate Secretary. The Corporate Secretary will promptly relay to the addressee all communications that the Corporate Secretary determines require prompt attention and will regularly provide our board of directors with a summary of all substantive communications. Certain items that are unrelated to the duties and responsibilities of the board of directors will be excluded, such as business solicitations, junk mail, mass mailings and spam, employment inquiries, and surveys.

Our board of directors has adopted corporate governance guidelines to reflect the board of directors’ strong commitment to sound corporate governance practices and to encourage effective policy and decision making at both the board of directors and management level, with a view to enhancing long-term value for our stockholders. The corporate governance guidelines are intended to assist the board of directors in the exercise of its governance responsibilities and serve as a framework within which our board of directors may conduct its business. The corporate governance guidelines are subject to periodic reviews and changes by our board of directors and the nominating and corporate governance committee, and are posted on the investor relations page on our website at https://ir.remitly.com.

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 Chief Executive Officer, Chief Financial Officer, and other executive officers. The full text of our code of business conduct and ethics is posted on the investor relations page on our website at https://ir.remitly.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

Our audit and risk committee has the primary responsibility for reviewing and approving or ratifying transactions with related parties. Our audit and risk committee has adopted a formal Related-Party Transaction Policy, pursuant to which the audit and risk committee reviews all transactions that must be reported under applicable rules of the SEC. The audit and risk committee must approve or ratify any covered related-party transaction for it to be consummated or continue.

Our board of directors, led by the nominating and corporate governance committee, conducts self-assessments of the board, each committee, and each director on an annual basis, consistent with our corporate governance guidelines. The self-assessment process allows directors to provide anonymous feedback on the board's performance, including the effectiveness of the board's oversight over risk and strategy; alignment of the board and committees with the company's mission and culture; board and committee leadership; the size, structure and composition of the board and committees; culture; and communication with management.

In 2022, the nominating and corporate governance committee engaged an independent third party, RHR International, to facilitate board and committee evaluations. RHR International conducted interviews with each director on board and committee performance, compiled the findings, and discussed them with the nominating and corporate governance committee and the board of directors. The board and the nominating and corporate governance committee used the findings from the 2022 evaluations to guide governance initiatives throughout 2023, including with respect to board education.

The nominating and corporate governance committee also approvedoversees a board education program which encouragesincludes presentations on a variety of topics related to their service on our board of directors and enableswithin the fintech industry, both from senior management and from experts outside of the company. The board education program also includes a tailored onboarding program for new directors that includes meetings with management and materials on the company's business, industry, strategy, technology, cultural values, risk management, and corporate governance policies and practices.

We also encourage and enable directors to enroll in continuing education programs sponsored by third parties such as the National Association of Corporate Directors at our expense. On an ongoing basis, directors also receiveIn 2023, our board education program included a number of presentations by management and outside experts on a varietytopics cited as areas of topics related to their service on ourinterest and focus by the board of directors such as cybersecurity and within the industry both from senior management and from experts outside of our company.trends.

Our environmental, social and governance (ESG)global impact goals stem from our vision to transform the lives of immigrants and their families by providing the mostwith trusted financial services that transcend borders. Our global impact programs focus on the planet. The board reviewsincremental opportunities and monitorschallenges that Remitly is uniquely positioned to solve, across three objectives that expand our impact and extend our global reach: (1) deepen the Company’s ESG-related goals, initiativespositive impact we have around the world through inclusive products; (2) protect our people, operations, and risks as well asplanet for the Company’s strategies for discharging its ESG-related responsibilitieslong-term through resilient business practices; and goals that are in line with our overall business strategy.

Our Pledge 1% commitment which publicly acknowledges our intent to give back and expand our social impact in order to sustainably further our mission to expand the financial inclusion of immigrants.mission. In July 2021, our board of directors approved the reservation of up to 1,819,609 shares of our common stock, or approximately 1% of our fully-diluted capitalization as of June 30, 2021, that we may issue to or for the benefit of a charitable organization in equal installments over ten years. In each of 2021 and 2022,2023, our board of directors fulfilled our promise and approved the issuance and donation of 181,961 shares of our common stock — the third installment of our Pledge 1% commitment — to the Remitly Philanthropic Fund.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or issuable under convertible securities held by that person that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 177,733,293192,294,023 shares of common stock outstanding as of the Beneficial Ownership Date.

Directors, officers, and employees are prohibited by our Insider Trading Policy from engaging in hedging transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Hedging transactions may permit a director, officer, or employee to continue to own our securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer, or employee may no longer have the same objectives as our other stockholders.

Our Insider Trading Policy only permits pledges of our securities by employees, officers and directors with the written pre-approval of our General Counsel.EVP, Legal and Risk. Under that policy, our General CounselEVP, Legal and Risk only approves pledges of our securities by directors and officerseligible individuals in amounts consistent with guidelines approved by the nominatingtalent and corporate governancecompensation committee of our board of directors. AsThe guidelines are designed to, among other things, confirm compliance with our policy against hedging transactions, ensure that the eligible individual has adequate financial means and liquidity to avoid selling the pledged shares, and maintain ongoing oversight of any pledge arrangement. Based on those guidelines, the record date, there are no outstanding pledgesEVP, Legal and Risk approved a pledge by executive officers and directors.our Chief Operating Officer of certain shares of our common stock as collateral for a line of credit.

Section 16(a) of the Exchange Act requires that the Company’s officers and directors and persons who beneficially own more than 10% of the Company’s common stock (collectively, “Reporting Persons”), file reports when there are changes or updates related to their beneficial ownership with the SEC and provide copies of such reports to the Company. Our records indicate that all reports were filed on a timely basis, except for a Form 4 filed on behalf of each of William Bryant, Laurent Le Moal, Ron Shah, and Charles Stonecipher, due to an administrative error.basis.

Under our non-employee compensation policy, non-employee directors are entitled to receive an annual cash retainer of $35,000, paid quarterly in arrears and pro-rated for partial quarters served, for service on our board of directors and additional annual cash compensation for committee membership as follows:

In addition, the lead independent director of the board of directors will receive an additional $16,000. In the event we have a non-executive chairperson of our board of directors, that director shallwill receive an additional $60,000 (in lieu of any cash compensation for the lead independent director compensation).

Remitly’s vision is to transform the lives of immigrants and their families by providing the mostwith trusted financial services on the planet.that transcend borders. This is a bold endeavor that will impact hundreds of millions of lives around the planet. The view that we take is that bold endeavors are accomplished by intense short-term focus grounded in a clear long-term vision.

Compensation at Remitly includes a cash base salary, emphasis on equity for long-term financial incentive, and competitive benefits that align with our values, mission, and needs of our global teammates. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our NEOs, stockholders, and customers and to link pay with performance. Equity is a significant portion of each employee’s total compensation, and the proportion of equity-to-cash increases with seniority.

20222023 was a strong year for us marked by significant achievement across our business. 20222023 business and financial highlights included the following:

The T&C Committee carries out the Board’sboard’s responsibilities relating to compensation and other organization and people matters, including evaluating, recommending, approving, and reviewing executive officer and director compensation arrangements, plans, policies, and programs maintained by Remitly; administering the Company’s cash- and equity-based compensation plans; and reviewing with management Remitly’s strategies and policies related to human capital management.

The T&C Committee retains a compensation consultant (as described below) to provide support in the review and assessment of our executive compensation program. However, the T&C Committee exercises its own judgment in making final decisions with respect to the compensation of our NEOs.

We do not provide annual cash bonuses or maintain non-equity incentive compensation plans. Instead, equity compensation is a significant portion of total compensation for our employees, including our NEOS,NEOs, which we believe keeps the focus on delivering long-term returns and results and ties our executives’ compensation to our stockholder returns.

We consider signing bonuses in new-hire contexts. In 2022, Mr. Sinha and Mr. Munipalli received signing bonuses of $225,000 and $150,000, respectively, upon joining Remitly.

During 2022,In April 2023, the T&C Committee approved initial equity awards to Mr. Sinha and Mr. Munipalli in connection with their appointment as our Chief Technology Officer and Chief Financial Officer, respectively. In April and May of 2022, the T&C Committee also granted equity compensation awards to certain executives and employees of the company, including Mr. Hug, Mr. Munipalli, Mr. Sharma, and Ms. Yoakum, under the Company’s 2021 Plan. While the committee recommended that our Chief Executive Officer, Matthew Oppenheimer, be included in these awards, Mr. Oppenheimer declined to be considered for an equity compensation award in recognition of industry-wide

The table below sets forth information relating to option awards exercised and RSU awards vested for the fiscal year ended December 31, 2022.2023.

We entered into offer letters with each of our NEOs, Mr. Oppenheimer, Mr. Hug, Mr. Munipalli, Mr. Sinha and Ms. Yoakum.NEOs. Each offer letter:

We have entered into Change in Control and Severance Agreements with each of our NEOs. These agreements provide for benefits upon either a termination by us of the executive officer’s employment without “cause” or a resignation by the executive officer for “good reason” (each as defined in the Change in Control and Severance Agreements); provided, however that only Mr. Oppenheimer and Mr. Hug are entitled to good reason protection outside of the change in control period (defined below). We refer to either of these terminations as a “qualifying termination.” The benefits provided under the Change in Control and Severance Agreements vary depending on whether the executive officer is subject to a qualifying termination within a period commencing three months prior to a “change in control” (as defined in the Change in Control and Severance Agreements) and ending 12 months following such change of control, which period we refer to as the “change in control period.”

If a qualifying termination occurs prior to or after the change of control period, subject to the executive officer’s timely execution and non-revocation of a release of claims, the executive officer will be entitled to:

If a qualifying termination occurs during the change of control period, subject to the named executive officer’s timely execution and non-revocation of a release of claims, the named executive officer will be entitled to:

The Change in Control and Severance Agreements will be in effect for three years from the effective date in the case of Mr. Oppenheimer and Mr. Hug, and two years from the effective date in the case of our other NEOs, in each case unless renewed, or earlier terminated, subject to certain limitations.

The tables below set forth the potential payments that would have been provided to each of our NEOs under each of the circumstances specified below if he or she had terminated employment with us effective December 31, 2022.2023. The estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs subject to acceleration by the closing price of our common stock on December 31, 2022,29, 2023, which was $11.45.$19.42. The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested in-the-money stock options subject to acceleration by the difference between the exercise price of the option and the closing price of our common stock on December 31, 202229, 2023 which was $11.45.$19.42.