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data from our peer group for his role, level, and location. We review market data twice a year and make 
adjustments to our compensation benchmarks as needed.

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Aligning  Executive  Interests  with  Our  Stockholders.  We  provide  incentives  that  seek  to  align  our 
executives’ interests with those of our stockholders through long-term equity awards, which vest over 
time.

Compensation Governance Highlights 

What We Do: 

What We Do Not Do: 

☑ Maintain a competitive, consistent, and simple 
compensation philosophy to attract, retain, and 
motivate top executive talent.

☒ Enter into employment agreements that provide 

for fixed terms, automatic compensation 
increases, or guaranteed equity grants.

☑ Focus our executive compensation program on at-
risk compensation, which aligns stockholder and 
executive interests. 

☑ Deliver a majority of our NEOs’ compensation 
opportunities in the form of long-term equity 
awards.

☒ Provide single-trigger change of control benefits 

or excessive cash severance. 

☒ Provide our NEOs with golden parachute excise 

tax reimbursement or “gross-ups.”

☑ Conduct regular compensation reviews to ensure 
alignment with competitive market practices.

☒ Provide perquisites as a meaningful component of 

our executive compensation.

☑ Provide for double-trigger change of control 

severance provisions for only our Chief Financial 
Officer, and none of our other NEOs.

☒ Maintain any executive pension plans, or any 
retirement programs that are not generally 
available to all employees.

☒ Award option grants at discounted stock prices.

Executive Compensation Process

Role of the Board of Directors and Compensation Committee 

Our  executive  compensation  program  has  historically  been  overseen  by  the  non-employee  members  of  our 
board  of  directors,  which,  as  a  group,  has  made  decisions  regarding  the  compensation  for  our  NEOs  after 
considering recommendations from management, as further discussed below. 

Following  the  completion  of  this  offering,  the  compensation  committee  of  our  board  of  directors  will  oversee 
our executive compensation program and provide recommendations to our board of directors on compensation 
decisions  for  our  executive  officers.  The  compensation  committee  will  work  closely  with  its  independent 
compensation consultant (engaged in connection with this offering, as described below) and meet regularly to 
make  decisions  on  our  executive  compensation  program.  We  expect  that  our  compensation  committee  will 
review a variety of market data and information, including survey data, and consider the recommendations of 
its  independent  compensation  consultant  when  making  compensation  decisions.  Following  the  completion  of 
this  offering,  the  compensation  committee’s  responsibilities  will  include,  among  other  things,  reviewing  and 
approving  (or  making  recommendations  to  our  board  of  directors,  as  applicable):  overall  compensation 
strategy;  amounts  and  form  of  executive  compensation;  goals  and  objectives  to  be  considered  in  determining 
the compensation of our Chief Executive Officer and other executive officers; annual and long-term incentive 
plans  and  benefit  plans;  board  of  directors  compensation;  whether  such  compensation  policies  and  practices 
create risks that are reasonably likely to have a material adverse effect on the company; annual say-on-pay vote 
results; annual proxy and CD&A disclosure; and compensation peer group.

Role of Management

Our  Chief  Executive  Officer  and  our  other  executive  officers  do  not  set  their  own  compensation,  nor  are  they 
present when our board of directors sets their individual compensation. Our President reviews and advises on 
compensation  for  the  seven  co-founders  but  does  not  make  specific  recommendations  on  or  participate  in 
decisions  related  to  her  compensation  or  our  Chief  Executive  Officer’s  compensation.  Our  President  also 
provides  her  evaluation  and  makes  recommendations  with  respect  to  base  salary  and  equity  awards  for  each 

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