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$20,000 per year for service as a member of the audit committee;

$30,000 per year for service as chair of the compensation committee;

$15,000 per year for service as a member of the compensation committee;

$30,000 per year for service as chair of the NGC; and

$15,000 per year for service as a member of the NGC.

Each non-employee director who serves as the chair of a committee will receive only the additional annual fee 
as  the  chair  of  the  committee  and  not  also  the  additional  annual  fee  as  a  member  of  the  committee.  All  cash 
payments to non-employee directors will be paid quarterly in arrears on a prorated basis.

Equity Compensation

Annual Award. Each non-employee director automatically will be granted, on the date of each annual meeting 
of  stockholders  beginning  in  2027,  an  award  of  RSUs  (the  “Annual  Award”)  with  a  value  of  $325,000  (the 
“Annual  Award  Grant  Value”),  which  value  will  be  converted  to  a  number  of  shares  of  our  Class  A  common 
stock  in  accordance  with  then-current  standard  company  practices  using  the  same  methodology  applied  to 
employee equity awards pursuant to the company’s equity grant policy, as most recently approved by our board 
of  directors  or  a  board  committee  that  has  been  designated  appropriate  authority  (the  “Conversion 
Methodology”). An Annual Award will vest in four equal quarterly installments on each Quarterly Vesting Date 
(as  defined  below)  that  occurs  following  the  grant  date  of  the  Annual  Award  provided  that,  in  any  event,  the 
Annual  Award  will  vest  in  full  on  the  day  immediately  before  the  date  of  our  next  annual  meeting  of 
stockholders that follows the grant date of the Annual Award, subject to the non-employee director continuing 
to be a service provider to us through the applicable vesting date. “Quarterly Vesting Date” means February 20, 
May 20, August 20, and November 20 of a given year.

Initial  Award  and  Pro-Rated  Annual  Award.  Each  person  who  first  becomes  a  non-employee  director 
following the effective date of the Director Compensation Policy will be automatically granted:

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An award of RSUs with a value of $400,000, which value will be converted to a number of shares of 
our  Class  A  common  stock  subject  to  such  award  using  the  Conversion  Methodology  (an  “Initial 
Award”); and

An  award  of  RSUs  with  a  value  equal  to  the  Annual  Award  Grant  Value  multiplied  by  the  fraction 
obtained  by  dividing  (A)  the  number  of  full  months  during  the  period  beginning  on  the  date  the 
individual first becomes a non-employee director and ending on the one-year anniversary of the date of 
our then-most recent annual meeting of stockholders by (B) 12, which will be converted to a number of 
shares of our Class A common stock subject to such award using the Conversion Methodology (a “Pro-
Rated Annual Award”). 

The grant of each Initial Award and Pro-Rated Annual Award will be made effective on the first trading date on 
or after the date on which such individual first becomes a non-employee director (such date, the “Initial Start 
Date”). If an individual is a member of our board of directors and also an employee, becoming a non-employee 
director due to termination of employment will not entitle the non-employee director to an Initial Award or a 
Pro-Rated Annual Award. 

The Initial Award will vest as follows: 12.5% of the RSUs will vest on the six-month anniversary of the Vesting 
Commencement Date (as defined below) and the balance of the RSUs will vest in 14 successive equal quarterly 
installments  on  each  Quarterly  Vesting  Date  thereafter,  subject  to  the  non-employee  director  remaining  a 
service  provider  to  us  through  the  applicable  vesting  date.  “Vesting  Commencement  Date”  means  the  first 
Quarterly Vesting Date that occurs on or following the Initial Start Date. The Pro-Rated Annual Award will vest 
in equal installments on each Quarterly Vesting Date that occurs between the Initial Start Date and the earlier 
of (i) our next annual meeting of stockholders that occurs after the Pro-Rated Annual Award’s grant date or (ii) 
the  one-year  anniversary  of  our  most  recent  annual  meeting  of  stockholders,  provided  that,  in  any  event,  the 
Pro-Rated Annual Award will vest in full on the day immediately before the date of our next annual meeting of 
stockholders  that  occurs  after  the  Pro-Rated  Annual  Award’s  grant  date  (for  purposes  of  clarity,  each  such 

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