Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
Lulu’s Fashion Lounge Holdings, Inc. |
(Name of Registrant as Specified in its Charter) |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| Proposal | | | Votes required | | | Effect of Votes Withheld / Abstentions and Broker Non-Votes | |
| Proposal 1: Election of Directors | | | The plurality of the votes cast. This means that the | | | Votes withheld and broker non-votes will have no effect. | |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The majority of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes). | | | Abstentions will have no effect. We do not expect any broker non-votes on this proposal. | |
|
| | The Board of Directors unanimously recommends a vote FOR the election of each of the below Class |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Evan Karp | | | 47 | | | 2017 | | | Director | |
| Michael Mardy | | | 75 | | | 2017 | | | Director | |
| David McCreight | | | 61 | | | 2021 | | | Director | |
| Caroline Sheu | | | 51 | | | 2023 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Dara Bazzano | | | 55 | | | 2022 | | | Director | |
| John Black | | | 60 | | | 2017 | | | Director and Chair | |
| Kelly McCarthy | | | 42 | | | 2023 | | | Director | |
| Kira Yugay | | | 39 | | | 2022 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Anisa Kumar | | | 47 | | | 2022 | | | Director | |
| Crystal Landsem | | | 39 | | | 2023 | | | Chief Executive Officer and Director | |
| Danielle Qi | | | 38 | | | 2017 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Anisa Kumar | | | 48 | | | 2022 | | | Director | |
| Crystal Landsem | | | 40 | | | 2023 | | | Chief Executive Officer and Director | |
| Danielle Qi | | | 39 | | | 2017 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Dara Bazzano | | | 54 | | | 2022 | | | Director | |
| John Black | | | 59 | | | 2017 | | | Director | |
| Kira Yugay | | | 38 | | | 2022 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Dara Bazzano | | | 55 | | | 2022 | | | Director | |
| John Black | | | 60 | | | 2017 | | | Director and Chair | |
| Kelly McCarthy | | | 42 | | | 2023 | | | Director | |
| Kira Yugay | | | 39 | | | 2022 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Evan Karp | | | 46 | | | 2017 | | | Director | |
| Michael Mardy | | | 74 | | | 2017 | | | Director | |
| David McCreight | | | 60 | | | 2017 | | | Executive Chairman | |
| Caroline Sheu | | | 50 | | | 2023 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Anisa Kumar | | | 48 | | | 2022 | | | Director | |
| Crystal Landsem | | | 40 | | | 2023 | | | Chief Executive Officer and Director | |
| Danielle Qi | | | 39 | | | 2017 | | | Director | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Dara Bazzano | | | 55 | | | 2022 | | | Director | |
| John Black | | | 60 | | | 2017 | | | Director and Chair | |
| Kelly McCarthy | | | 42 | | | 2023 | | | Director | |
| Kira Yugay | | | 39 | | | 2022 | | | Director | |
| Board Diversity Matrix (As of May 1, 2023) | | |||||||||
| Total Number of Directors | | | 11 | | ||||||
| | | Female | | | Male | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | | | | | | | |||
| Directors | | | 6 | | | 5 | | | 0 | |
| Part II: Demographic Background | | | | | | | | |||
| African American or Black | | | 0 | | | 0 | | | | |
| Alaskan Native or Native American | | | 0 | | | 0 | | | | |
| Asian | | | 4 | | | 1 | | | | |
| Hispanic or Latinx | | | 0 | | | 0 | | | | |
| Native Hawaiian or Pacific Islander | | | 0 | | | 1 | | | | |
| White | | | 3 | | | 4 | | | | |
| Two or More Races or Ethnicities | | | 1 | | | 1 | | | | |
| LGBTQ+ | | | 0 | | | 0 | | | | |
| Did Not Disclose Demographic Background | | | 0 | | | 0 | | | |
| Name | | | Age | | | Served as a Director Since | | | Position with Lulus | |
| Anisa Kumar | | | 48 | | | 2022 | | | Director | |
| Crystal Landsem | | | 40 | | | 2023 | | | Chief Executive Officer and Director | |
| Danielle Qi | | | 39 | | | 2017 | | | Director | |
| Board Diversity Matrix (As of April 23, 2024) | | |||||||||
| Total Number of Directors | | | 11 | | ||||||
| | | Female | | | Male | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | | | | | | | |||
| Directors | | | 7 | | | 4 | | | 0 | |
| Part II: Demographic Background | | | | | | | | |||
| African American or Black | | | 0 | | | 0 | | | | |
| Alaskan Native or Native American | | | 0 | | | 0 | | | | |
| Asian | | | 4 | | | 0 | | | | |
| Hispanic or Latinx | | | 0 | | | 0 | | | | |
| Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | | |
| White | | | 4 | | | 4 | | | | |
| Two or More Races or Ethnicities | | | 1 | | | 0 | | | | |
| LGBTQ+ | | | 0 | | | 0 | | | | |
| Did Not Disclose Demographic Background | | | 0 | | | 0 | | | |
| | The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 29, 2024. |
| Fee Category | | | 2022 | | | 2021 | |
| Audit Fees | | | $1,233,395 | | | $2,270,485 | |
| Audit Related Fees | | | $1,895 | | | $1,895 | |
| Tax Fees | | | — | | | — | |
| All Other Fees | | | — | | | — | |
| Total Fee | | | $1,235,290 | | | $2,272,380 | |
| | | Fiscal Years Ended | | ||||
| Fee Category | | | December 31, 2023 | | | January 1, 2023 | |
| Audit Fees | | | $1,357,197 | | | $1,233,395 | |
| Audit Related Fees | | | $1,895 | | | $1,895 | |
| Tax Fees | | | — | | | — | |
| All Other Fees | | | — | | | — | |
| Total Fee | | | $1,359,092 | | | $1,235,290 | |
| Name and Position | | | Grant Date Fair Value | | | Number of Units | |
| David McCreight, Executive Chairman | | | — | | | — | |
| Crystal Landsem, Chief Executive Officer | | | — | | | — | |
| Tiffany Smith, Chief Financial Officer | | | — | | | — | |
| Mark Vos, President and Chief Information Officer | | | — | | | — | |
| Non-Executive Director Group | | | $500,000 | | | (1) | |
| Non-Executive Officer Employee Group | | | $463,991(2) | | | 206,218 | |
| Name | | | Age | | | Position | |
| | | | | Chief Executive | | ||
| | | | | President and Chief | | ||
| | | | | | |||
| | | | | Chief | |
| Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Technology and Innovation | |
| Dara Bazzano | | | X | | | Chair | | | X | | | X | |
| John Black | | | X | | | | | | | | |||
| Anisa Kumar | | | | | X | | | | | Chair | | ||
| | | Chair | | | | | | | | ||||
| | | | | | | X | | | | ||||
| Caroline Sheu | | | | | | | Chair | | | X | | ||
| Kira Yugay | | | | | | | | | X | |
• | preparing the audit committee report required by the SEC rules (which is included on page |
| Name and Principal Position(1) | | Year | | Salary | | Bonus(2) | | Stock Awards $(3) | | Option Awards ($)(4) | | Non-Equity Incentive Plan Compensation ($)(5) | | All Other Compensation ($)(6) | | Total ($) | | Name and Principal Position | | Year | | Salary | | Bonus(1) | | Stock Awards $ | | Option Awards ($) | | Non-Equity Incentive Plan Compensation ($)(2) | | All Other Compensation ($)(3) | | Total ($) | | ||||||||||||||||
| David McCreight Executive Chairman and Former Chief Executive Officer(7) | | | 2022 | | | 1,000,000 | | | 1,000,000 | | | 3,000,000 | | | — | | | — | | | — | | | 5,000,000 | | David McCreight Former Executive Chairman and Former Chief Executive Officer(4) | | | 2023 | | | 605,769 | | | — | | | 81,500(5) | | | — | | | — | | | — | | | 687,269 | |
| 2021 | | | 673,077 | | | 1,000,000 | | | 6,000,000 | | | 5,827,059 | | | — | | | — | | | 13,500,136 | | | 2022 | | | 1,000,000 | | | 1,000,000 | | | 3,000,000(6) | | | — | | | — | | | — | | | 5,000,000 | | |||||
| Crystal Landsem Chief Executive Officer; Former Co-President and Chief Financial Officer(8) | | | 2022 | | | 464,231 | | | — | | | 4,999,626 | | | — | | | 220,000 | | | 12,200 | | | 5,696,057 | | Crystal Landsem Chief Executive Officer; Former Co-President and Chief Financial Officer(7) | | | 2023 | | | 496,909 | | | — | | | 10,379,642(8) | | | — | | | — | | | 13,200 | | | 10,889,751 | |
| 2021 | | | 431,644 | | | — | | | — | | | — | | | 220,000 | | | 11,600 | | | 663,244 | | | 2022 | | | 464,231 | | | — | | | 4,999,626(9) | | | — | | | 220,000 | | | 12,200 | | | 5,696,057 | | |||||
| Mark Vos President and Chief Information Officer | | | 2022 | | | 464,231 | | | — | | | 4,999,647 | | | — | | | 220,000 | | | 12,200 | | | 5,696,078 | | Tiffany Smith Chief Financial Officer(10) | | | 2023 | | | 378,437 | | | — | | | 385,000(11) | | | — | | | — | | | 12,194 | | | 775,631 | |
| 2021 | | | 431,644 | | | | | | | | | 220,000 | | | 11,600 | | | 663,244 | | | 2022(10) | | | 319,440 | | | — | | | 279,923(12) | | | — | | | 90,000 | | | 12,200 | | | 701,563 | | ||||||||
| Mark Vos President and Chief Information Officer; Former Co-President and Chief Information Officer | | | 2023 | | | 470,000 | | | — | | | — | | | — | | | — | | | 13,200 | | | 483,200 | | ||||||||||||||||||||||||||
| 2022 | | | 464,231 | | | — | | | 4,999,647(13) | | | — | | | 220,000 | | | 12,200 | | | 5,696,078 | |
| Name and Principal Position(1) | | | Year | | | Salary | | | Bonus | | | Vested Stock Awards $(9),(10),(11) | | | Option Awards ($)(12) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) | |
| David McCreight Executive Chairman and Former Chief Executive Officer | | | 2022 | | | 1,000,000 | | | 1,000,000 | | | 1,861,005 | | | — | | | — | | | — | | | 3,861,005 | |
| 2021 | | | 673,077 | | | 1,000,000 | | | — | | | — | | | — | | | — | | | 1,673,077 | | |||
| Crystal Landsem Chief Executive Officer; Former Co-President and Chief Financial Officer | | | 2022 | | | 464,231 | | | — | | | 1,527,861 | | | — | | | 220,000 | | | 12,200 | | | 2,224,292 | |
| 2021 | | | 431,644 | | | — | | | — | | | — | | | 220,000 | | | 11,600 | | | 663,244 | | |||
| Mark Vos President and Chief Information Officer | | | 2022 | | | 464,231 | | | — | | | 1,527,861 | | | — | | | 220,000 | | | 12,200 | | | 2,224,292 | |
| 2021 | | | 431,644 | | | | | | | | | 220,000 | | | 11,600 | | | 663,244 | |
| Name and Principal Position | | | Year | | | Salary | | | Bonus(1) | | | Restricted Stock Unit Awards ($) | | | Performance Stock Unit Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | |
| David McCreight Former Executive Chairman and Former Chief Executive Officer(4) | | | 2023 | | | 605,769 | | | — | | | 1,984,929(14) | | | — | | | — | | | — | | | — | | | 2,590,698 | |
| 2022 | | | 1,000,000 | | | 1,000,000 | | | 1,861,005(15) | | | — | | | — | | | — | | | — | | | 3,861,005 | | |||
| Crystal Landsem Chief Executive Officer; Former Co-President and Chief Financial Officer(7) | | | 2023 | | | 496,909 | | | — | | | 1,076,268(16) | | | —(20) | | | — | | | — | | | 13,200 | | | 1,586,377 | |
| 2022 | | | 464,231 | | | — | | | 1,527,861(17) | | | — | | | — | | | 220,000 | | | 12,200 | | | 2,224,292 | | |||
| Tiffany Smith Chief Financial Officer(10) | | | 2023 | | | 378,437 | | | — | | | 34,194(18) | | | — | | | — | | | — | | | 12,194 | | | 424,825 | |
| 2022(10) | | | 319,440 | | | — | | | 38,090(18) | | | — | | | — | | | 90,000 | | | 12,200 | | | 459,730 | | |||
| Mark Vos President and Chief Information Officer; Former Co-President and Chief Information Officer | | | 2023 | | | 470,000 | | | — | | | 576,079(19) | | | — | | | — | | | — | | | 13,200 | | | 1,059,279 | |
| 2022 | | | 464,231 | | | — | | | 1,527,861(19) | | | — | | | — | | | 220,000 | | | 12,200 | | | 2,224,292 | |
(1) |
Amount represents an annual bonus earned by Mr. McCreight for fiscal 2022 pursuant to his Pre-IPO Employment Agreement, which was earned based on his continued employment with us through the payment date. |
(2) | Amounts represent the annual performance-based bonuses earned by our NEOs based on the achievement of certain performance objectives during fiscal 2022. No performance bonuses were paid to our NEOs for fiscal 2023. See the section titled “2023 Bonuses” below. |
(3) | Amounts represent Company matching contributions under our 401(k) plan. |
(4) | Mr. McCreight commenced employment with us in April 2021 and transitioned to the role of Executive Chairman as part of a leadership succession plan, effective March 6, 2023. Mr. McCreight concluded his service as Executive Chairman on March 6, 2024, at the end of the initial term under his Executive Chairman Employment Agreement. |
(5) | The amount reported for Mr. McCreight for fiscal 2023 represents the aggregate grant date fair value of RSUs granted under the terms of his Pre-IPO Employment Agreement. |
(6) | The amount reported for Mr. McCreight for fiscal 2022 represents the aggregate grant date fair value of RSUs granted under the terms of the Executive Chairman Employment Agreement (described under the section titled “Employment Agreements” below) in connection with his transition to the role of Executive Chairman. The grant date fair value reflects the monetary value of the $2 million RSU Award and the $1 million Additional RSU Award (both as described under the section titled “Employment Agreements” below). The RSUs have a grant date of November 11, 2022 for accounting purposes in accordance with FASB ASC Topic 718. The number of RSUs subject to the $2 million RSU Award became determinable under the terms of the Executive Chairman Employment Agreement on March 17, 2023. |
(7) |
Ms. Landsem was appointed Chief Executive Officer, effective March 6, 2023. |
(8) | For accounting purposes in accordance with FASB ASC Topic 718, the amount reported for Ms. Landsem for fiscal 2023 represents the aggregate grant date fair value of RSUs and PSUs granted under the terms of her Employment Agreement on March 5, 2023, which is intended to represent approximately three-years’ worth of equity grants for Ms. Landsem. Under the terms of Ms. Landsem’s agreement, she received an award of 1,811,573 RSUs, which vest quarterly through December 31, 2026. Ms. Landsem also received an award of 1,811,573 PSUs, which vest annually through March 5, 2026, provided the volume-weighted average price of the Company’s common stock over trailing ten (10) trading days equals or exceeds $7.50, $10.00 and $12.50, respectively, and is subject to continued service requirements. As of April 23, 2024, none of the PSUs have vested. |
(9) | For accounting purposes in accordance with FASB ASC Topic 718, the amount reported for Ms. Landsem for fiscal 2022 represents the aggregate grant date fair value related to an award of 488,722 RSUs on January 4, 2022, at a share price of $10.23. The January 2022 RSU award vested quarterly through December 31, 2023, and as of January 2, 2023, 244,360 RSUs had fully vested. |
(10) | Ms. Smith was appointed Chief Financial Officer, effective March 6, 2023. |
(11) | The amount reported for Ms. Smith for fiscal 2023 represents the aggregate grant date fair value of RSUs granted under the terms of her Employment Agreement on March 8, 2023. The grant date fair value reflects the monetary value of the $385,000 RSU Award, which vests annually through March 6, 2026. The RSUs have a grant date of March 8, 2023 for accounting purposes in accordance with FASB ASC Topic 718. The number of RSUs subject to the $385,000 RSU Award became determinable under the terms of her Employment Agreement on March 17, 2023. |
(12) | Amounts reported for Ms. Smith for fiscal 2022 represent the aggregate grant date fair value related to an award of 12,187 RSUs on January 4, 2022, at a share price of $10.23, and an award of 25,000 RSUs on March 30, 2022, at a share price of $6.21. The January 2022 RSU award vested quarterly through December 31, 2023, and as of January 2, 2023, 6,092 RSUs had fully vested. The March 2022 RSU award vests annually on April 2, 2023, March 31, 2024, and April 6, 2025, and as of December 31, 2023, 8,333 RSUs had fully vested. |
(13) | Amounts reported for Mr. Vos for fiscal 2022 represent the aggregate grant date fair value related to an award of 488,724 RSUs on January 4, 2022, at a share price of $10.23. The January 2022 RSU award vested quarterly through December 31, 2023, and as of January 2, 2023, 244,360 RSUs had fully vested. |
(14) | Amount represents the stock award income reported on Mr. McCreight’s 2023 IRS Form W-2 related to the vesting of RSUs associated with the special compensation award, RSUs granted under the Pre-IPO Employment Agreement (described under the section titled “Employment Agreements” below) and RSUs vested related to the $2 million RSU Award under the Executive Chairman Employment Agreement (described under the section titled “Employment Agreements” below). |
(15) | Amount represents the stock award income reported on Mr. McCreight’s 2022 IRS Form W-2 related to the vesting of RSUs associated with the special compensation award (described under the section titled “Employment Agreements” below). |
Amount excludes the aggregate grant date fair value of Mr. McCreight’s $2 million RSU Award and $1 million Additional RSU Award under the Executive Chairman Employment Agreement (described under the section titled “Employment Agreements” below), the former of which was not legally granted to Mr. McCreight until March 2023 and the latter of which |
Amounts represent the stock award income reported on Ms. Landsem’s |
(17) | Amounts represent the stock award income reported on Ms. Landsem’s 2022 IRS Form W-2 related to the vesting of certain of her RSUs associated with the IPO (described under the section titled “IPO-Related Restricted Stock Units”). |
(19) | Amounts represent the stock award income reported on Mr. Vos’s 2022 and 2023 IRS Form W-2s related to the vesting of certain of his RSUs associated with the IPO (described under the section titled |
(20) | In fiscal 2023, the employment date service condition and the volume-weighted average share price market condition for vesting were not eligible to |
| | | | | Option Awards | | | Stock Awards(1) | | ||||||||||||||
| Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | |
| David McCreight | | | 3/31/2023(4) | | | 161,397(5) | | | 161,396(6) | | | 11.35 | | | 4/19/2031 | | | — | | | — | |
| | | | | | | | | — | | | — | | | 208,914(7) | | | 524,374 | | ||||
| Crystal Landsem | | | 4/3/2022(8) | | | — | | | — | | | — | | | — | | | 244,362 | | | 613,349 | |
| Mark Vos | | | 4/3/2022(8) | | | — | | | — | | | — | | | — | | | 244,364 | | | 613,354 | |
| | | | | Option Awards | | | Stock Awards(1) | | ||||||||||||||
| Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | |
| David McCreight | | | 3/31/2023(3) | | | 161,397(4) | | | — | | | 11.35 | | | 4/19/2031 (4) | | | — | | | — | |
| | | 3/31/2023(5) | | | — | | | — | | | — | | | — | | | 209,205 | | | 389,121 | | |
| | | 4/30/2023(6) | | | — | | | — | | | — | | | — | | | 6,469 | | | 12,032 | | |
| Crystal Landsem | | | 6/30/2023(7) | | | | | | | | | | | 1,500,000 | | | 2,790,000 | | ||||
| | | 3/5/2024(8) | | | | | | | | | | | 1,811,571 | | | 3,369,522 | | |||||
| Mark Vos | | | | | — | | | — | | | — | | | | | — | | | — | | ||
| Tiffany Smith | | | 4/2/2023(9) | | | — | | | — | | | — | | | — | | | 16,667 | | | 31,000 | |
| | | 3/8/2024(10) | | | — | | | — | | | — | | | — | | | 118,025 | | | 219,527 | | |
| | | 3/6/2026(10) | | | — | | | — | | | — | | | — | | | 43,063 | | | 80,097 | |
(1) | For Mr. McCreight, represents the right to be issued shares of our common stock (the “special compensation awards”) and restricted stock units. For Ms. Landsem and |
Amount determined by multiplying the number of shares by |
Option vests as to 1/12th of the underlying shares on each monthly anniversary of the vesting commencement date, subject to continued service with us. Upon completion of our initial public offering, the option became vested and exercisable as to 161,397 of the underlying shares. If we undergo a change in control, the option will fully vest. |
On February 13, 2023, the Company and Mr. McCreight entered into a First Amendment to Lulu’s Fashion Lounge Holdings, Inc. 2021 Equity Incentive Plan Stock Option Agreement that extends the post-termination exercise period of 161,397 vested stock options from 90 days to three (3) years from a termination of service other than for cause, death and disability. |
(5) | Mr. McCreight’s $2 million RSU Award per the terms of the Executive Chairman Agreement. The award was granted in two parts for an aggregate total of 836,820 RSUs, the combination of which vested in equal quarterly installments from April 1, 2023 through January 1, 2024. |
(6) |
(7) |
(8) |
(9) | The RSUs vest in three, equal installments on April 2, 2023, March 31, 2024, and April 6, 2025. |
(10) | Ms. Smith’s RSU Award per the terms of her employment agreement. The RSU award was granted in two parts for an aggregate total of 161,088 RSUs, the combination of which vest in three, equal installments on March 8, 2024, March 7, 2025, and March 6, 2026. |
| Name(1)(2) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(3) | | | All Other Compensation ($) | | | Total ($) | |
| Dara Bazzano | | | 61,875 | | | 324,442 | | | — | | | 386,317 | |
| John Black | | | 32,299 | | | 347,113 | | | — | | | 379,412 | |
| Evan Karp | | | — | | | — | | | — | | | — | |
| Anisa Kumar | | | 7,988 | | | 252,944 | | | — | | | 260,932 | |
| Eric Liaw | | | — | | | 391,010(4) | | | — | | | 391,010 | |
| Michael Mardy | | | 77,499 | | | 332,740 | | | — | | | 410,239 | |
| Danielle Qi | | | — | | | — | | | — | | | — | |
| Kira Yugay | | | — | | | — | | | — | | | — | |
| Name(1) | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(2) | | | All Other Compensation ($) | | | Total ($) | |
| Dara Bazzano | | | 69,683 | | | 100,606 | | | — | | | 170,289 | |
| John Black | | | 78,077 | | | 100,606 | | | — | | | 178,683 | |
| Evan Karp | | | — | | | — | | | — | | | — | |
| Anisa Kumar | | | 57,500 | | | 100,606 | | | — | | | 158,106 | |
| Eric Liaw(3) | | | — | | | 49,430 | | | — | | | 49,430 | |
| Michael Mardy | | | 77,500 | | | 100,606 | | | — | | | 178,106 | |
| Kelly McCarthy | | | 18,548 | | | 260,393 | | | — | | | 278,941 | |
| Danielle Qi | | | — | | | — | | | — | | | — | |
| Caroline Sheu(4) | | | — | | | 311,825 | | | — | | | 311,825 | |
| Kira Yugay | | | — | | | — | | | — | | | — | |
(1) | Our non-employee directors held the following unvested equity awards as of fiscal |
| Name | | | Number of RSUs | |
| Dara Bazzano | | | | |
| John Black | | | | |
| Evan Karp | | | — | |
| Anisa Kumar | | | | |
| Eric Liaw(3) | | | | |
| Michael Mardy | | | 55,254 | |
| Kelly McCarthy | | | 123,409 | |
| Danielle Qi | | | — | |
| | | | ||
| | | — | ||
|
(2) |
The amounts reported in this column reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718 based on the closing price per share of our common stock on the grant date. |
Eric Liaw served as a director until June 13, 2023. He elected to receive |
(4) | Caroline Sheu elected to receive her annual cash retainer in the form of RSUs quarterly. |
| | | Chair | | | Non-Chair | | |
| Audit Committee Member | | | $20,000 | | | $10,000 | |
| Compensation Committee Member | | | $15,000 | | | $7,500 | |
| Nominating and Corporate Governance Committee Member | | | $10,000 | | | $7,500 | |
| | | Chair | | | Non-Chair | | |
| Audit Committee Member | | | $20,000 | | | $10,000 | |
| Compensation Committee Member | | | $15,000 | | | $7,500 | |
| Nominating and Corporate Governance Committee Member | | | $15,000 | | | $7,500 | |
| Technology and Innovation Committee Member | | | $15,000 | | | $7,500 | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |
| Plan Category | | | (a) | | | (b) | | | (c) | |
| Equity compensation plans approved by security holders(1) | | | 1,868,381(2) | | | 11.35(3) | | | 4,384,342(4)(5)(6) | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | |
| Total | | | 1,868,381 | | | 11.35 | | | 4,384,342 | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |
| Plan Category | | | (a) | | | (b) | | | (c) | |
| Equity compensation plans approved by security holders(1) | | | 5,541,374(2) | | | 11.35(3) | | | 3,321,659(4)(5)(6) | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | |
| Total | | | 5,541,374 | | | 11.35 | | | 3,321,659 | |
(1) | Consists of the 2021 Plan, the Omnibus Equity Plan and the ESPP. |
(2) | Represents |
(3) | Represents the weighted-average exercise price of options outstanding under the 2021 Plan. Does not take into account |
(4) | Consists of |
(5) | To the extent outstanding awards under the 2021 Plan are forfeited or lapse unexercised, the shares of common stock subject to such awards will be available for issuance under the Omnibus Equity Plan. The number of shares of common stock reserved for issuance under the Omnibus Equity Plan will automatically increase on the first day of each fiscal year, starting in 2022 and continuing through 2031, equal to the lesser of (a) 4% of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year; and (b) such smaller number of shares as determined by our Board of Directors. |
(6) | The number of shares of common stock reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year, starting in 2022 and continuing through 2031, equal to the lesser of (a) 1% of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year; and (b) such smaller number of shares as determined by our Board of Directors. |
| Stockholder | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | |
| 5% or Greater Stockholders | | | | | | ||
| Entities affiliated with H.I.G.(1) | | | 13,791,895 | | | 34.7% | |
| Entities affiliated with Institutional Venture Partners(2) | | | 7,518,342 | | | 18.9% | |
| Canada Pension Plan Investment Board(3) | | | 7,500,000 | | | 18.9% | |
| Principal Global Investors, LLC(4) | | | 2,033,112 | | | 5.1% | |
| Named Executive Officers and Directors | | | | | | ||
| David McCreight(5) | | | 692,543 | | | 1.7% | |
| Crystal Landsem(6) | | | 561,385 | | | 1.4% | |
| Mark Vos(7) | | | 561,523 | | | 1.4% | |
| Dara Bazzano(8) | | | 17,228 | | | * | |
| John Black(9) | | | 15,172 | | | * | |
| Evan Karp(10) | | | — | | | — | |
| Anisa Kumar(11) | | | 9,921 | | | * | |
| Eric Liaw(12) | | | 22,914 | | | * | |
| Michael Mardy(13) | | | 30,086 | | | * | |
| Danielle Qi(10) | | | — | | | — | |
| Kira Yugay(10) | | | — | | | — | |
| Caroline Sheu(14) | | | 10,107 | | | * | |
| All executive officers and directors as a group (13 persons)(15) | | | 1,934,784 | | | 4.9% | |
| Stockholder | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | |
| 5% or Greater Stockholders | | | | | | ||
| Entities affiliated with H.I.G.(1) | | | 13,791,895 | | | 33.4% | |
| Entities affiliated with Institutional Venture Partners(2) | | | 7,547,200 | | | 18.3% | |
| Canada Pension Plan Investment Board(3) | | | 7,500,000 | | | 18.1% | |
| Principal Global Investors, LLC(4) | | | 2,181,349 | | | 5.3% | |
| Named Executive Officers and Directors | | | | | | ||
| David McCreight(5) | | | 1,079,191 | | | 2.6% | |
| Crystal Landsem(6) | | | 878,224 | | | 2.1% | |
| Tiffany Smith(7) | | | 55,430 | | | * | |
| Mark Vos(8) | | | 733,378 | | | 1.8% | |
| Dara Bazzano(9) | | | 65,017 | | | * | |
| John Black(10) | | | 72,331 | | | * | |
| Evan Karp(11) | | | — | | | — | |
| Anisa Kumar(12) | | | 61,524 | | | * | |
| Michael Mardy(13) | | | 88,876 | | | * | |
| Danielle Qi(11) | | | — | | | — | |
| Kira Yugay(11) | | | — | | | — | |
| Caroline Sheu(14) | | | 102,882 | | | * | |
| Kelly McCarthy(15) | | | 35,689 | | | * | |
| All executive officers and directors as a group (13 persons)(16) | | | 3,162,542 | | | 7.7% | |
* | Less than one percent. |
(1) | Based on a Schedule 13G filed with the SEC on February 14, 2022 and information available to the Company. Consists of 13,791,895 shares of common stock held by H.I.G. Growth |
(2) | Based on a Schedule 13G filed with the SEC on February 15, 2023 and information available to the Company. Consists of (a) 3,730,160 shares of common stock held by Institutional Venture Partners XV, L.P.; (b) 19,843 shares of common stock held by Institutional Venture Partners XV Executive Fund, L.P.; (c) |
(3) | Based on a Schedule 13G filed with the SEC on February 14, 2022 and information available to the Company. Consists of 7,500,000 shares of common stock held by Canada Pension Plan Investment Board (“CPPIB”). None of the members of the board of directors of CPPIB has sole voting or dispositive power with respect to the shares of common stock beneficially owned by CPPIB. The address for CPPIB is One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W5, Canada. |
(4) | Based on a Schedule 13G filed with the SEC on February 15, 2023 and information available to the Company. Consists of |
(5) | Includes |
(6) | Ms. Landsem may be deemed the beneficial owner of Mr. Vos’s shares of common stock reported in footnote |
(7) | Ms. Smith has no expected vesting within 60 days of April 17, 2024. |
(8) | Mr. Vos may be deemed the beneficial owner of Ms. Landsem’s shares of common stock reported in footnote (6), but disclaims beneficial ownership in the securities. |
Includes |
Includes |
Mr. Karp, |
Includes |
| Stockholder | | | Shares of Series B | | | Total Series B Preferred Stock | |
| Institutional Venture Partners XV, L.P. | | | 207,232 | | | $207,232 | |
| Institutional Venture Partners XV Executive Fund, L.P. | | | 1,102 | | | $1,102 | |
| Institutional Venture Partners XVI, L.P. | | | 208,383 | | | $208,383 | |
| Canada Pension Plan Investment Board | | | 416,667 | | | $416,667 | |
| LFL Acquisition Corp. | | | 5,000,000 | | | $5,000,000 | |
| H.I.G.-GPII, Inc. | | | 1,666,667 | | | $1,666,667 | |
| Stockholder | | | Shares of Series B-1 Preferred Stock | | | Total Series B-1 Preferred Stock Purchase Price | |
| Mark Vos | | | 600,000 | | | $600,000 | |
| Crystal Landsem | | | 400,000 | | | $400,000 | |