☒ | | | 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 |
(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. |
| | | ContextLogic Inc. | |
1. | To elect two Class |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
3. | To approve, on an advisory basis, our named executive officer compensation for the year ended December 31, |
4. | To |
5. |
To conduct any other business properly brought before the meeting. |
| | | ContextLogic Inc. | |
You may vote via the Internet at www.proxyvote.com by following the instructions for Internet voting on the proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 18, 2024. Easy-to-follow instructions are available to allow you to vote your shares and confirm that your instructions have been properly recorded. |
You may send a written notice indicating that you are revoking your proxy to the Secretary of the Company at 2648 International Blvd., Ste 115, Oakland, CA 94601. |
| Name | | | Age | | | Position(s) at ContextLogic Inc. | |
| | | | | | |||
| | | | | Chief Financial Officer | | ||
| | | | | | |||
| | | | | | |||
| | | | | | |||
| | | | | Director | | ||
| | | | | ||||
Director | ||||||||
|
| Name | | | Independent | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | ||||||
| | | | | | | | | | |||||||||||
| Michael Farlekas | | | ![]() | | | | | ![]() | | | ![]() | | |||||||
| Marshall Heinberg | | | ![]() | | | ![]() | | | | | | ![]() | | ||||||
| Elizabeth LaPuma | | | ![]() | | | ![]() | | | ![]() | | | | |||||||
| Richard Parisi | | | ![]() | | | ![]() | | | ![]() | ||||||||||
| | ![]() | ![]() | |||||||||||||||||
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(1) | Mr. |
| Board Diversity Matrix | | ||||||||||||
| Total Number of Directors | | | 6 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender(1) | | |
| Directors | | | 2 | | | 3 | | | — | | | 1 | |
| Number of Directors Who Identify in Any of the Categories Below: | | ||||||||||||
| African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | 2 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 3 | | | — | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background(1) | | | 1 | |
| Board Diversity Matrix (as of April 26, 2024) | | ||||||||||||
| Total Number of Directors | | | 5 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Disclose Gender | ||
| Directors | | | 1 | | | 4 | | | — | | | — | |
| Number of | | ||||||||||||
| African American or | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | 1 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 3 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | — | |
| Name of Beneficial Owner | | | Shares Beneficially Owned | | | Ownership % | |
| > 5% Stockholders: | | | | | | ||
| The Vanguard Group(1) | | | 53,826,098 | | | 7.7 | |
| BlackRock, Inc.(2) | | | 43,350,519 | | | 6.2 | |
| Entities affiliated with DST Global(3) | | | 38,301,392 | | | 5.5 | |
| Directors and Named Executive Officers: | | | | | | ||
| Piotr Szulczweski(4) | | | 26,730,644 | | | 3.8 | |
| Vijay Talwar(5) | | | 599,967 | | | * | |
| Jun (Joe) Yan(6) | | | 974,025 | | | * | |
| Vivian Liu(7) | | | 1,133,423 | | | * | |
| Farhang Kassaei(8) | | | 627,849 | | | * | |
| Tarun Jain(9) | | | 178,622 | | | * | |
| Devang Shah(10) | | | 562,505 | | | * | |
| Julie Bradley(11) | | | 52,712 | | | * | |
| Lawrence Kutscher(12) | | | — | | | * | |
| Tanzeen Syed(13) | | | 27,085 | | | * | |
| Stephanie Tilenius(14) | | | 62,059 | | | * | |
| Hans Tung(15) | | | 20,063,128 | | | 2.9 | |
| All executive officers and directors as a group (15 persons)(16) | | | 51,839,172 | | | 7.4 | |
| Name of Beneficial Owner | | | Shares Beneficially Owned | | | Ownership % | |
| > 5% Stockholders: | | | | | | ||
| BlackRock, Inc.(1) | | | 1,608,355 | | | 6.6% | |
| Directors and Named Executive Officers: | | | | | | ||
| Rishi Bajaj(2) | | | 20,000 | | | * | |
| Michael Farlekas(3) | | | — | | | — | |
| Marshall Heinberg(4) | | | — | | | — | |
| Elizabeth LaPuma(5) | | | — | | | — | |
| Richard Parisi(6) | | | — | | | — | |
| Jun Yan(7) | | | 543,758 | | | 2.2 | |
| Ying Liu(8) | | | 177,909 | | | * | |
| Mauricio Monico | | | 108,707 | | | * | |
| All current executive officers and directors as a group (7 persons) | | | 94,110 | | | * | |
* | Less than one percent. |
(1) | Based on the Schedule 13G filed with the SEC on January 26, 2024 by BlackRock, Inc. (“BlackRock”). BlackRock has sole voting power of 1,578,354 shares and sole dispositive power of 1,608,355 shares. The |
LLC, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, and BlackRock Investment Management, LLC. The address of BlackRock, Inc. is 55 East |
• | Jun (Joe) Yan, our former Chief Executive Officer |
• | Vivian Liu, our former Chief Financial Officer and Chief Operating Officer |
• |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | |
| Jun (Joe) Yan(2) Former Chief Executive Officer | | |||||||||||||||||||||
| | | 2023 | | | 550,000 | | | — | | | 2,504,500 | | | 3,373,242 | | | — | | | 6,427,742 | | |
| | | 2022 | | | 145,833 | | | 200,000 | | | 1,678,246 | | | 1,177,986 | | | — | | | 3,202,066 | | |
| Vivian Liu(3) Former Chief Financial Officer and Chief Operating Officer | | |||||||||||||||||||||
| | | 2023 | | | 587,500 | | | | | 880,948 | | | | | | | 1,468,448 | | ||||
| | | 2022 | | | 550,000 | | | — | | | 3,935,184 | | | — | | | — | | | 4,485,184 | | |
| Mauricio Monico(4) Former Chief Product Officer | | |||||||||||||||||||||
| | | 2023 | | | 487,500 | | | — | | | 880,948 | | | — | | | — | | | 1,368,448 | |
(1) | The amounts reported in this column reflect the accounting value for these equity awards and may not correspond to the actual economic value that may be received by our named executive officers from the equity awards. In accordance with SEC rules, this column reflects the grant date fair value of our option grants and restricted stock units (“RSUs”) calculated in accordance with ASC Topic 718 for stock-based compensation transactions. See Note 8 to our consolidated financial statements within Item 8, “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K filed on March 5, 2024 for a discussion of all assumptions made by us in determining the grant date fair value of such awards. |
(2) | Mr. Yan is no longer serving as our Chief Executive Officer, effective as of April 19, 2024. |
(3) | Ms. Liu is no longer serving as our Chief Financial Officer, effective as of April 19, 2024. |
(4) | Mr. Monico was appointed Chief Product Officer |
(1) | Mr. Yan was appointed |
(2) | Ms. Liu terminated her employment with us on April 19, 2024, in connection with the Asset Sale. |
(3) | Mr. Monico was promoted to the role of Chief |
| Named Executive Officer | | | 2022 Base Salary | | | 2021 Base Salary | |
| Mr. Yan | | | $550,000 | | | — | |
| Mr. Szulczewski | | | $450,000 | | | $450,000 | |
| Mr. Talwar | | | $550,000 | | | — | |
| Ms. Liu | | | $550,000 | | | $550,000 | |
| Mr. Jain | | | $550,000 | | | $450,000 | |
| Mr. Shah | | | $550,000 | | | $450,000 | |
| Mr. Kassaei | | | $550,000 | | | $450,000 | |
Ms. Liu | |||||
| Named Executive Officer | | | RSU Award (# of shares) | | | Option Award (# of shares) | |
| Mr. Yan | | | 1,948,051 | | | 1,948,051 | |
| Mr. Talwar | | | 4,633,204 | | | 6,486,486 | |
| Name | | | | | Option Awards | | | Stock Awards | | |||||||||||||
| Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | 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 ($)(*) | | |||
| Jun (Joe) Yan | | | 9/27/2022 | | | 64,935 | | | — | | | 25.85 | | | 9/27/2032 | | | — | | | — | |
| | | 2/15/2023 | | | 112,290 | | | 187,154 | | | 15.03 | | | 2/27/2033(1) | | | — | | | — | | |
| | | 2/15/2023 | | | — | | | — | | | — | | | — | | | 104,167(2) | | | 619,794 | | |
| Vivian Liu | | | 11/10/2021 | | | — | | | — | | | — | | | — | | | 49,172(3) | | | 292,573 | |
| | | 2/15/2022 | | | — | | | — | | | — | | | — | | | 32,150(4) | | | 191,293 | | |
| | | 5/15/2023 | | | | | | | | | 95,238(5) | | | 566,666 | | |||||||
| Mauricio Monico | | | 11/15/2021 | | | — | | | — | | | — | | | — | | | 18,907(3) | | | 112,497 | |
| | | 5/15/2022 | | | — | | | — | | | — | | | — | | | 992(2) | | | 5,902 | | |
| | | 8/15/2022 | | | — | | | — | | | — | | | — | | | 12,500(2) | | | 74,375 | | |
| | | 5/15/2023 | | | — | | | — | | | — | | | — | | | 95,238(5) | | | 566,666 | |
(*) | Market value is based on the closing price of our common stock on December 29, 2023, the last trading day of our fiscal year, which was $5.95 per share. |
(1) | The service-based vesting condition is satisfied as to 1/8th of the total shares of common stock underlying the Option award on each of the quarterly Company vest dates after the Vesting Commencement Date, subject to the executive officer’s continued service to us through the applicable vesting date. The quarterly Company vest dates are February 15th, May 15th, August 15th and November 15th. |
(2) | The service-based vesting condition is satisfied as to 1/8th of the total shares of common stock underlying the RSU award on each of the quarterly Company vest dates after the Vesting Commencement Date, subject to the executive officer’s continued service to us through the applicable vesting date. The quarterly Company vest dates are February 15th, May 15th, August 15th and November 15th. |
(3) | The service-based vesting condition is satisfied as to 1/16th of the total shares of common stock underlying the RSU award on each of the quarterly Company vest dates after the Vesting Commencement Date, subject to the executive officer’s continued service to us through the applicable vesting date. The quarterly Company vest dates are February 15th, May 15th, August 15th and November 15th. |
(4) | The service-based vesting condition is satisfied as to 1/12th of the total shares of common stock underlying the RSU award on each of the quarterly Company vest dates after the Vesting Commencement Date, subject to the executive officer’s continued service to us through the applicable vesting date. The quarterly Company vest dates are February 15th, May 15th, August 15th and November 15th. |
(5) | The service-based vesting condition is satisfied as to 1/10th of the total shares of common stock underlying the RSU award on each of the quarterly Company vest dates after the Vesting Commencement Date, subject to the executive officer’s continued service to us through the applicable vesting date. The quarterly Company vest dates are February 15th, May 15th, August 15th and November 15th. |
| Year | | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Loss (in millions)(7) | | |||||||||||||||
| Jun (Joe) Yan | | | Vijay Talwar | | | Piotr Szulczewski | | | Jun (Joe) Yan | | | Vijay Talwar | | | Piotr Szulczewski | | | Total Stockholder Return(5) | | | Peer Group Total Stockholder Return(6) | | ||||||||||||
| 2022 | | | $3,202,066 | | | $28,606,561 | | | $309,205 | | | $1,943,719 | | | $6,199,723 | | | $(5,721,409) | | | $5,494,836 | | | $ (1,680,635) | | | $2 | | | $102 | | | $(384) | |
| 2021 | | | $— | | | $— | | | $450,000 | | | $— | | | $— | | | $(75,674,326) | | | $11,884,520 | | | $ (1,076,291) | | | $14 | | | $127 | | | $(361) | |
| 2020 | | | $— | | | $— | | | $78,191,786 | | | $— | | | $— | | | $187,675,147 | | | $3,283,653 | | | $ 17,389,221 | | | $82 | | | $101 | | | $(745) | |
| Year | | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Loss (in millions)(7) | | ||||||||||||
| Jun (Joe) Yan | | | Vijay Talwar | | | Piotr Szulczewski | | | Jun (Joe) Yan | | | Vijay Talwar | | | Piotr Szulczewski | | | Total Stockholder Return(5) | | ||||||||||||
| 2023 | | | $6,427,742 | | | $— | | | $— | | | $2,177,108 | | | $— | | | $— | | | $1,418,448 | | | $625,363 | | | $1.09 | | | $(317) | |
| 2022 | | | $3,202,066 | | | $28,606,561 | | | $309,205 | | | $1,943,719 | | | $6,199,724 | | | $(5,721,409) | | | $5,494,836 | | | $(1,680,635) | | | $2.68 | | | $(384) | |
| 2021 | | | $— | | | $— | | | $450,000 | | | $— | | | $— | | | $(75,674,326) | | | $11,884,520 | | | $(700,238) | | | $17.05 | | | $(361) | |
(1) | Our PEOs for each year are as follows: |
| 2023: Jun (Joe) Yan |
2022: Jun (Joe) Yan, |
| 2021: Piotr Szulczewski |
(2) | In accordance with SEC rules, the following adjustments were made to determine the “compensation actually paid” to each person who served as our PEO during fiscal years 2023, 2022, and 2021 |
| Description of Adjustment | | | 2022 | | | 2021 | | | 2020 | | ||||||
| Jun (Joe) Yan | | | Vijay Talwar | | | Piotr Szulczewski | | | Piotr Szulczewski | | | Piotr Szulczewski | | |||
| Summary Compensation Table – Total Compensation | | | $3,202,066 | | | $28,606,561 | | | $309,205 | | | $450,000 | | | $78,191,786 | |
| - grant date fair value of option awards and stock awards granted in the covered fiscal year | | | $(2,856,232) | | | $(25,357,990) | | | $(270,000) | | | $— | | | $(77,741,786) | |
| + fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year | | | $1,597,885 | | | $— | | | $— | | | $— | | | $46,264,255 | |
| + change in fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in prior fiscal years | | | $— | | | $— | | | $— | | | $ (63,784,661) | | | $22,636,973 | |
| + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year | | | $— | | | $2,951,152 | | | $37,800 | �� | | $— | | | $— | |
| + change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested at the end or during the covered fiscal year | | | $— | | | $— | | | $(1,183,260) | | | $ (12,339,665) | | | $118,323,919 | |
| - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | | | $— | | | $— | | | $(4,615,154) | | | $— | | | $— | |
| + dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | | | $— | | | $— | | | $— | | | $— | | | $— | |
| Total Equity Adjustments (subtotal) | | | $(1,258,347) | | | $(22,406,838) | | | $(6,030,614) | | | $ (76,124,326) | | | $109,483,361 | |
| Compensation Actually Paid | | | $1,943,719 | | | $6,199,723 | | | $(5,721,409) | | | $ (75,674,326) | | | $187,675,147 | |
| Description of Adjustment | | | 2023 | | | 2022 | | | 2021 | | ||||||
| Jun (Joe) Yan | | | Jun (Joe) Yan | | | Vijay Talwar | | | Piotr Szulczewski | | | Piotr Szulczewski | | |||
| Summary Compensation Table – Total Compensation | | | $6,427,742 | | | $3,202,066 | | | $28,606,561 | | | $309,205 | | | $450,000 | |
| - grant date fair value of option awards and stock awards granted in the covered fiscal year | | | $(5,877,742) | | | $(2,856,232) | | | $(25,357,990) | | | $(270,000) | | | $— | |
| + fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in the covered fiscal year | | | $1,362,012 | | | $1,597,885 | | | $— | | | $— | | | $— | |
| + change in fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in prior fiscal years | | | $— | | | $— | | | $— | | | $— | | | $(63,784,661) | |
| + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year | | | $868,073 | | | $— | | | $2,951,153 | | | $37,800 | | | $— | |
| + change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested or during the covered fiscal year | | | $(602,977) | | | $— | | | $— | | | $(1,183,260) | | | $(12,339,665) | |
| - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | | | $— | | | $— | | | $— | | | $(4,615,154) | | | $— | |
| + dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | | | $— | | | $— | | | $— | | | $— | | | $— | |
| Total Equity Adjustments (subtotal) | | | $(4,250,634) | | | $(1,258,347) | | | $(22,406,837) | | | $(6,030,614) | | | $(76,124,326) | |
| Compensation Actually Paid | | | $2,177,108 | | | $1,943,719 | | | $6,199,724 | | | $(5,721,409) | | | $(75,674,326) | |
(3) | Our non-PEO NEO’s for each year are as follows: |
| 2023:Vivian Liu, and Mauricio Monico |
2022: Tarun Jain, Vivian Liu, Devang Shah and Farhang Kassaei |
| 2021: Rajat Bahri, Brett Just, Jennifer Oliver, Vivian Liu, Tarun Jain, Farhang Kassaei and Jacqueline Reses |
(4) | In accordance with SEC rules, the following adjustments were made to determine the “compensation actually paid” on average to our non-PEO NEOs during fiscal years 2023, 2022 |
| Description of Adjustment | | | 2022 | | | 2021 | | | 2020 | | Description of Adjustment | | | 2023 | | | 2022 | | | 2021 | |
| Summary Compensation Table – Total Compensation | | | $5,494,836 | | | $11,884,520 | | | $3,283,653 | | Summary Compensation Table – Total Compensation | | | $1,418,447 | | | $5,494,836 | | | $11,884,520 | |
| - grant date fair value of option awards and stock awards granted in the covered fiscal year | | | $(4,832,762) | | | $(11,614,958) | | | $(2,938,031) | | - grant date fair value of option awards and stock awards granted in the covered fiscal year | | | $(880,948) | | | $(4,832,762) | | | $(11,614,958) | |
| + fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in the covered fiscal year | | | $890,730 | | | $3,069,254 | | | $3,069,254 | | + fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in the covered fiscal year | | | $566,666 | | | $890,730 | | | $3,279,786 | |
| + change in fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in prior fiscal years | | | $(2,256,643) | | | $(376,746) | | | $4,057,336 | | + change in fair value at fiscal year end of all outstanding and unvested option awards and stock awards granted in prior fiscal years | | | $(494,118) | | | $(2,256,643) | | | $(376,746) | |
| + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year | | | $830,188 | | | $269,208 | | | $269,208 | | + fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year | | | $127,676 | | | $830,188 | | | $434,729 | |
| + change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested at the end of or during the covered fiscal year | | | $(860,631) | | | $(387,173) | | | $9,647,801 | | + change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested during the covered fiscal year | | | $(112,361) | | | $(860,631) | | | $(387,173) | |
| - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | | | $(946,353) | | | $(3,920,396) | | | $— | | - fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year | | | $— | | | $(946,353) | | | $(3,920,396) | |
| + dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | | | $— | | | $— | | | $— | | + dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation | | | $— | | | $— | | | $— | |
| Total Equity Adjustments (subtotal) | | | $ (7,175,471) | | | $ (12,960,811) | | | $ 14,105,568 | | Total Equity Adjustments (subtotal) | | | $(793,085) | | | $(7,175,471) | | | $(12,584,758) | |
| Compensation Actually Paid | | | $(1,680,635) | | | $ (1,076,291) | | | $17,389,221 | | Compensation Actually Paid | | | $625,363 | | | $(1,680,635) | | | $(700,238) | |
(5) | An investment of $100 is assumed to have been made in our common stock as of December |
(7) | The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | |
| Jun (Joe) Yan Chief Executive Officer | | |||||||||||||||||||||
| | | 2022 | | | 145,833 | | | 200,000(2) | | | 1,678,246 | | | 1,177,986 | | | — | | | 3,202,066 | | |
| Piotr Szulczewski(3) Founder and Former CEO | | |||||||||||||||||||||
| | | 2022 | | | 39,205 | | | — | | | 270,000(4) | | | — | | | — | | | 309,205 | | |
| | | 2021 | | | 450,000 | | | — | | | — | | | — | | | — | | | 450,000 | | |
| | | 2020 | | | 450,000 | | | — | | | 77,741,786 | | | — | | | — | | | 78,191,786 | | |
| Vijay Talwar(5) Former CEO | | |||||||||||||||||||||
| | | 2022 | | | 333,333 | | | 850,000(6) | | | 13,250,963 | | | 12,107,026 | | | 2,065,238(7) | | | 28,606,561 | | |
| Vivian Liu(8) Chief Financial Officer | | |||||||||||||||||||||
| | | 2022 | | | 550,000 | | | — | | | 3,935,184 | | | — | | | — | | | 4,485,184 | | |
| | | 2021 | | | 77,083 | | | 425,000 | | | 16,729,428 | | | — | | | — | | | 17,231,511 | | |
| Tarun Jain(9) Chief Product Officer and Chief Customer Service Officer | | |||||||||||||||||||||
| | | 2022 | | | 525,000 | | | — | | | 5,509,258 | | | — | | | — | | | 6,034,258 | | |
| | | 2021 | | | 187,500 | | | — | | | 15,358,508 | | | — | | | — | | | 15,546,008 | | |
| Devang Shah Chief Administrative Officer, General Counsel and Secretary | | |||||||||||||||||||||
| | | 2022 | | | 525,000 | | | 720,000(10) | | | 4,377,347 | | | — | | | — | | | 5,622,347 | | |
| | | 2021 | | | 450,000 | | | — | | | 4,862,667 | | | — | | | — | | | 5,312,667 | | |
| | | 2020 | | | 376,667 | | | — | | | 4,092,250 | | | — | | | — | | | 4,468,917 | | |
| Farhang Kassaei(11) Former Chief Technology Officer | | |||||||||||||||||||||
| | | 2022 | | | 328,299 | | | — | | | 5,509,258 | | | — | | | — | | | 5,837,557 | | |
| | | 2021 | | | 213,068 | | | — | | | 19,315,435 | | | — | | | — | | | 19,528,503 | |
| Name | | | Grant Date | | | Approval Date | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Shares underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | |
| Jun (Joe) Yan | | | 9/27/2022 | | | 9/7/2022 | | | 1,948,051(2) | | | — | | | — | | | 1,678,246 | |
| | | 9/27/2022 | | | 9/7/2022 | | | — | | | 1,948,051(3) | | | $0.86 | | | 1,177,986 | | |
| Vijay Talwar | | | 2/1/2022 | | | 1/27/2022 | | | 4,633,204(4) | | | | | | | 13,250,963 | | ||
| | | 2/1/2022 | | | 1/27/2022 | | | — | | | 6,486,486(5) | | | $2.86 | | | 12,107,026 | | |
| Vivian Liu | | | 3/15/2022 | | | 3/15/2022 | | | 2,314,814(6) | | | — | | | — | | | 3,935,184 | |
| Tarun Jain | | | 3/15/2022 | | | 3/15/2022 | | | 3,240,740(6) | | | — | | | — | | | 5,509,258 | |
| Devang Shah | | | 3/15/2022 | | | 3/15/2022 | | | 1,851,851(6) | | | — | | | — | | | 3,148,147 | |
| | | 11/2/2022 | | | 11/2/2022 | | | 1,750,000(7) | | | — | | | — | | | 1,229,200 | | |
| Farhang Kassaei | | | 3/15/2022 | | | 3/15/2022 | | | 3,240,740(6) | | | | | | | 5,509,258 | |
| Name | | | | | Option Awards | | | Stock Awards | | ||||||||||
| Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | 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 ($)(*) | | |||
| Jun (Joe) Yan | | | 9/27/2022 | | | — | | | — | | | — | | | 1,948,051(1) | | | 950,064 | |
| | | 9/272022 | | | 1,948,051 | | | 0.86 | | | 9/27/2032(2) | | | — | | | — | | |
| Vivian Liu | | | 11/10/2021 | | | — | | | — | | | — | | | 2,212,734(3) | | | 1,079,150 | |
| | | 3/15/2022 | | | — | | | — | | | — | | | 1,736,111(4) | | | 846,701 | | |
| Tarun Jain | | | 8/2/2021 | | | — | | | — | | | — | | | 922,101(3) | | | 449,709 | |
| | | 3/15/2022 | | | — | | | — | | | — | | | 2,430,555(4) | | | 1,185,382 | | |
| Devang Shah | | | 2/5/2018 | | | — | | | — | | | — | | | 19,130(5) | | | 9,330 | |
| | | 4/1/2019 | | | — | | | — | | | — | | | 31,480(6) | | | 15,353 | | |
| | | 9/1/2020 | | | — | | | — | | | — | | | 109,384(7) | | | 53,347 | | |
| | | 4/28/2021 | | | — | | | — | | | — | | | 147,406(8) | | | 71,890 | | |
| | | 3/15/2022 | | | — | | | — | | | — | | | 1,388,889(4) | | | 677,361 | | |
| | | 11/2/2022 | | | — | | | — | | | — | | | 1,750,000(9) | | | 853,475 | |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise(1) ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | |
| Jun (Joe) Yan | | | — | | | — | | | — | | | — | |
| Piotr Szulczewski | | | 43,375,000 | | | 21,282,975 | | | 1,077,532 | | | 2,135,690 | |
| Vijay Talwar | | | — | | | — | | | 1,737,451 | | | 2,119,690 | |
| Vivian Liu | | | — | | | — | | | 1,646,249 | | | 2,547,088 | |
| Tarun Jain | | | — | | | — | | | 1,179,025 | | | 1,693,986 | |
| Devang Shah | | | — | | | — | | | 1,221,503 | | | 2,003,286 | |
| Farhang Kassaei | | | — | | | — | | | 872,079 | | | 1,492,475 | |
| Name | | | Cash Severance ($) | | | Health and Other Insurance Benefits ($) | | | Option Awards (Unvested and Accelerated) ($) | | | Restricted Stock Units (Unvested and Accelerated) ($)(1) | | | Total ($) | |
| Jun (Joe) Yan | | | | | | | | | | | | |||||
| Termination Not in Connection with a Change in Control(2) | | | — | | | — | | | —(3) | | | 950,064 | | | 950,064 | |
| Termination in Connection with a Change in Control(2) | | | — | | | — | | | —(3) | | | 950,064 | | | 950,064 | |
| Vijay Talwar(4) | | | | | | | | | | | | |||||
| Termination Not in Connection with a Change in Control | | | — | | | — | | | — | | | — | | | — | |
| Termination in Connection with a Change in Control | | | — | | | — | | | — | | | — | | | — | |
| Vivian Liu | | | | | | | | | | | | |||||
| Termination Not in Connection with a Change in Control | | | 275,000 | | | 7,795 | | | — | | | 736,029 | | | 1,018,824 | |
| Termination in Connection with a Change in Control | | | 550,000 | | | 15,590 | | | — | | | 1,925,852 | | | 2,491,442 | |
| Tarun Jain | | | | | | | | | | | | |||||
| Termination Not in Connection with a Change in Control | | | 275,000 | | | 4,298 | | | — | | | 706,719 | | | 986,017 | |
| Termination in Connection with a Change in Control | | | 550,000 | | | 8,596 | | | — | | | 1,635,090 | | | 2,193,686 | |
| Devang Shah | | | | | | | | | | | | |||||
| Termination Not in Connection with a Change in Control | | | 275,000 | | | 13,120 | | | — | | | 811,708 | | | 1,099,827 | |
| Termination in Connection with a Change in Control | | | 550,000 | | | 26,239 | | | — | | | 1,680,755 | | | 2,256,994 | |
| Name | | | Stock Awards($)(1) | | | Total ($) | |
| Julie Bradley | | | 290,000 | | | 290,000 | |
| Tanzeen Syed | | | 315,000 | | | 315,000 | |
| Stephanie Tilenius | | | 285,000 | | | 285,000 | |
| Hans Tung | | | 287,500 | | | 287,500 | |
| Lawrence Kutscher(2) | | | 448,332 | | | 448,332 | |
| Name | | | Stock Awards($)(1) | | | Cash Compensation(2) | | | Total ($) | |
| Julie Bradley(3) | | | 148,383 | | | 127,500 | | | 275,883 | |
| Tanzeen Syed(3) | | | 341,292 | | | | | 341,292 | | |
| Stephanie Tilenius(3) | | | 148,383 | | | 125,625 | | | 274,008 | |
| Hans Tung(3) | | | 309,145 | | | | | 309,145 | | |
| Lawrence Kutscher(3) | | | 148,383 | | | 120,000 | | | 268,383 | |
| Rishi Bajaj(4) | | | 105,200 | | | | | 105,200 | |
(1) | The amounts in this column represent the aggregate grant date fair value of stock awards granted to the non-employee director in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Notes 2 and 8 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for a discussion of the assumptions made by the Company in determining the grant date fair value of its equity awards. As of December 31, |
(2) | The amounts in this column represent the cash compensation each director, who did not opt to receive RSUs in lieu of cash compensation, was paid during fiscal year 2023. Pursuant to the non-employee director compensation program, the cash compensation is paid on a quarterly basis, such that 75% was actually paid in fiscal year 2023 as described in the table above, and the remaining 25% was paid on the next quarterly payment date in January 2024. |
(3) | Resigned from our Board of Directors in April 2024. |
(4) | Mr. |
| Position | | | Cash Retainer Value | |
| Lead Independent Director | | | $20,000 | |
| Audit Committee Chair | | | $20,000 | |
| Compensation Committee Chair | | | $15,000 | |
| Nominating and Corporate Governance Committee Chair | | | $10,000 | |
| Audit Committee Member | | | $10,000 | |
| Compensation Committee Member | | | $ | |
| |||||
Nominating and Corporate Governance Committee Member | | | $5,000 | |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |
| Equity compensation plans approved by stockholders(1) | | | 59,009,282 | | | 5.56(2) | | | 55,062,483(3)(4) | | Equity compensation plans approved by stockholders(1) | | | 2,125,596 | | | 16.31(2) | | | 2,288,152(3)(4) | |
| Equity compensation plans not approved by stockholders(5) | | | 14,972,968 | | | 0.86(2) | | | 10,719,362 | | Equity compensation plans not approved by stockholders(5) | | | 417,305 | | | 25.85(2) | | | 349,811 | |
| Total | | | 73,982,250 | | | 1.04(2) | | | 65,781,845 | | Total | | | 2,542,901 | | | 18.00(2) | | | 2,637,963 | |
(1) | Includes the 2010 Stock Plan (the “2010 Plan”), the 2020 Plan, and our 2020 Employee Stock Purchase Plan (the “ESPP”). The 2010 Plan was terminated following the completion of our initial public offering. |
(2) | Does not take into account outstanding RSUs as these awards have no exercise price. |
(3) | Includes |
(4) | The number of shares reserved for issuance under our 2020 Plan will be increased automatically on the first business day of each of our fiscal years, commencing in 2022 and ending in 2030, by a number equal to the lesser of: (a) 5% of the shares of common stock outstanding on the last business day of the prior fiscal year; or (b) the number of shares determined by our Board of Directors. The number of shares reserved for issuance under our Employee Stock Purchase Plan will be increased automatically on the first business day of each of our fiscal years, commencing in 2022 and ending in 2040, by a number equal to the lesser of: (a) |
(5) | The ContextLogic Inc. 2022 New Employee Equity Incentive Plan (the “2022 Plan”) is a non-shareholder approved plan which was adopted by our Board of Directors on January |
| | | Fiscal Year Ended December 31, | | | | Fiscal Year Ended December 31, | | ||||||||||||||||||||
| | | 2022 | | | 2021 | | | | 2023 | | | 2022 | | ||||||||||||||
| Audit Fees(1) | | | $ | | 3,900,000 | | | $ | | 5,813,120 | | Audit Fees(1) | | | $ | | 3,498,900 | | | $ | | 3,900,000 | | ||||
| Audit Related Fees(2) | | | | — | | | | — | | Audit Related Fees(2) | | | $ | | 165,000 | | | | — | | |||||||
| Tax Fees(3) | | | | | | | | 77,250 | | All Other Fees(3) | | | $ | | 2,000 | | | $ | | 900 | | ||||||
| All Other Fees(4) | | | | 900 | | | | — | | Total Fees | | | $ | | 3,665,900 | | | $ | | 3,900,900 | | ||||||
| Total Fees | | | $ | | 3,900,900 | | | $ | | 5,890,370 | |
(1) | Consists of fees billed for professional services rendered in connection with the annual audit of our consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K, review of the interim consolidated financial statements included in our quarterly reports, professional consultations with respect to accounting matters, and services normally provided in connection with regulatory filings. |
(2) | Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” Total amount for fiscal year ended December 31, 2023 represents fees billed by PricewaterhouseCoopers LLP for the procedures performed in connection with the Asset Sale including review of the preliminary proxy statement filed with the SEC on March 5, 2024. |
(3) |
Consists of all |
(1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of |
| Class | | | Director | | | Term Expiration | |
| I | | | | | | ||
| | | | | | |||
| II | | | | | 2024 Annual Meeting of Stockholders | | |
| | | | | | |||
| III | | | | | 2025 Annual Meeting of Stockholders | ||
|
| Name | | | Age | | | Position(s) with ContextLogic Inc. | |
| | | 58 | | | Director Nominating and Corporate Governance Committee Member | | |
| | | | | Director Audit Committee | |
| | | Pre-Reverse Stock Split | | | 1-for-[ ] | | | 1-for-[ ] | | | 1-for-[ ] | | | 1-for-[ ] | | |
| Number of authorized shares of Common Stock | | | 3,000,000,000 | | | 3,000,000,000 | | | 3,000,000,000 | | | 3,000,000,000 | | | 3,000,000,000 | |
| Number of outstanding shares of Common Stock | | | 694,925,426 | | | | | | | | | | ||||
| Number of shares of Common Stock reserved for issuance upon exercise of outstanding stock options under the 2010 and 2022 Stock Plans | | | 2,024,571 | | | | | | | | | |