UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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(Amendment No. 1)

 

(Mark One)

For the fiscal year ended December 31, 2022

or

 

For the transition period from ____________ to ____________

Commission File Number: 001-38664

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(Exact name of registrant as specified in its charter)

One Curiosity Way

San Mateo, California, 94403

(650) 543-8400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☒    No ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐    No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐  No  ☒

 

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by the Nasdaq Global Select Market on such date, was approximately $1,138,341,000. Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

 

As of April 7, 2023, there were 150,689,947 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

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Momentive Global Inc.

Amendment No. 1 to Annual Report on Form 10-K/A

For the year ended December 31, 2022

 

TABLE OF CONTENTS

EXPLANATORY NOTE

 

This Amendment No. 1 (this “Amendment”) on Form 10-K/A is filed with respect to Momentive Global Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2023. This Amendment updates the Form 10-K, which omitted Part III (Items 10, 11, 12, 13 and 14) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission (the “SEC”) not later than 120 days after the end of the fiscal year.

 

Accordingly, this Amendment is being filed solely to (i) amend Part III (Items 10, 11, 12, 13 and 14) of the Form 10-K to include the information required by such Items, (ii) delete the reference on the cover of the Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Form 10-K, and (iii) file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K; accordingly, paragraphs 3, 4 and 5 of the certifications have been omitted.

 

We expect the proposed acquisition of Momentive Global by entities affiliated with STG Partners, LLC (the “Proposed Acquisition”) to close in the second or third quarter of 2023 and, as such, the Board of Directors of Momentive has decided not to hold the 2023 Annual Meeting at this time. In the event we decide to hold the 2023 Annual Meeting, we will issue a press release, with sufficient notice to stockholders, announcing: (i) the date, time and location of the planned 2023 Annual Meeting and (ii) the new deadline for receipt of stockholder proposals to be submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy materials for the planned 2023 Annual Meeting.

 

This Amendment makes no changes to the Form 10-K except for those to Part III and the filing of related certifications. This Amendment does not amend, update, or change the financial statements or any other items or disclosures contained in the Form 10-K and does not otherwise reflect events occurring after the original date of the Form 10-K; accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Form 10-K.

 

Unless indicated otherwise, throughout this Amendment, references to “we,” “us,” “our,” “the Company,” or “Momentive” mean Momentive Global Inc. and its subsidiaries.

PART III

 

 

Composition of the Board of Directors

 

 

The following table sets forth the names, ages as of March 31, 2023 and certain other information for each member of our board of directors.  Serena Williams resigned as a member of our board of directors effective July 29, 2022.

(1)	Member of our audit committee.

(2)	Member of our compensation committee.

(3)	Member of our nominating and corporate governance committee.

(4)	Member of our strategic committee.

Mr. Lurie was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and his extensive background as an executive of companies in the technology industry.

 

 

Ms. Antonoff was selected to serve on our board of directors because of her perspective and leadership experience with technology companies.

 

 

Ms. Evan was selected to serve on our board of directors because of her experience in operations, strategy, accounting and financial management and investor relations at both publicly and privately-held technology companies.

 

 

Mr. Finley was selected to serve on our board of directors because of his perspective and experience as our founder.

 

 

Mr. Gupta was selected to serve on our board of directors because of his experience in the financial services industry.

 

 

Mr. Spero was selected to serve on our board of directors because of his experience in the venture capital industry and as a director of both publicly and privately held technology companies.

 

Ms. Decker was selected to serve on our board of directors because of her executive experience at a public technology company and her financial expertise as a former equity securities analysist and her service on the boards of directors of numerous public companies.

 

 

Mr. Ebersman was selected to serve on our board of directors because of his perspective and leadership experience with technology companies.

 

 

Ms. James was selected to serve on our board of directors because of her extensive leadership experience in higher education.

 

Ms. Sandberg was selected to serve on our board of directors because of her extensive senior management experience at public internet and technology companies.

 

Director Independence

 

Our common stock is listed on the Nasdaq Global Select Stock Market. Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period after the completion of its initial public offering. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the listing standards 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.

 

To be considered independent for purposes of Rule 10A-3 and under the listing standards of Nasdaq, 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, board of directors, or any other board committee, (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries.

 

To be considered independent for purposes of Rule 10C-1 and under the listing standards of Nasdaq, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director, and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

 

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Mses. Antonoff, Decker, Evan, James, and Sandberg and Messrs. Ebersman, Finley, Gupta, and Spero do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in Part III, Item 13 “Certain Relationships and Related Party Transactions.” In addition, our board of directors has determined that all members of our audit, compensation, and nominating and corporate governance committees are independent.

 

There are no family relationships among any of our directors or executive officers.

 

Board Leadership Structure

 

Mr. Ebersman currently serves as the Chair of our board of directors. The general policy outlined in our Corporate Governance Guidelines is that the Chair of the board of directors and the Chief Executive Officer (“CEO”) positions may, but need not be, served by the same person. Currently, the Chair of our board of directors and the CEO positions are served by separate individuals. Our board of directors believes that the current board leadership structure provides effective independent oversight of management while allowing our board of directors and management to benefit from Mr. Ebersman’s years of experience in leadership and executive roles in the technology industry.

Board and Stockholder Meetings and Committees

 

During the fiscal year ended December 31, 2022, our board of directors held 7 meetings (including regularly scheduled and special meetings) and acted by unanimous written consent from time to time. In order to encourage and enhance communication among independent directors, our independent directors meet in executive session without management directors or company management at least twice per year, as provided in our corporate governance guidelines. Each director, with the exception of Ms. James, attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. Ms. James attended less than 75% of the total number of meetings of our board of directors held during the last fiscal year.

 

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. At our 2022 annual meeting of stockholders, held on June 7, 2022, four of our directors attended.

 

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, which are standing committees of the board of directors. Additionally, in connection with the exploration and evaluation of strategic alternatives available to the Company, our board of directors established a strategic committee in August 2021. The current membership of our committees and the number of meetings held by each committee in fiscal year 2022 is set forth below. Each of our standing committees operates under a written charter that complies with the applicable requirements of the Nasdaq listing standards and the applicable rules and regulations of the SEC. Each of the charters is posted on the “Governance” section of our investor relations website at investor.momentive.ai/governance/governance-documents.

 

 

 

Audit Committee

 

Our audit committee is responsible for, among other things:

 

 

Each of the members of our audit committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our board of directors has determined that each of Mses. Decker and Evan and Mr. Spero is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933.

 

Compensation Committee

 

Our compensation committee is responsible for, among other things:

 

 

Each of the members of our compensation committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

 

Nominating and Corporate Governance Committee

 

Our nominating and corporate governance committee is responsible for, among other things:

 

Board of Directors Diversity Matrix

 

Our board of directors and nominating and corporate governance committee are committed to diversity of experience, gender, race and ethnicity, and seeks to ensure that there is diversity of thought among our directors. We believe that diversity of thought stems from many factors including professional experience, life experience, socio-economic background, gender, race, ethnicity, religion, skill set, and geographic representation. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, abilities, and shareholder and community representation that will allow the board of directors to fulfill its responsibilities.

 

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. In this regard, five self-identify as female, and four self-identify as an under-represented minority. Accordingly, the Company is in compliance with Nasdaq’s diversity requirement. This new Nasdaq disclosure is also aligned with recent requirements by the State of California, where our headquarters is located, regarding board diversity. The Board Diversity Matrix below presents our board of directors’ diversity statistics in the format prescribed by the Nasdaq rules.

 

Communications with the Board of Directors

 

Interested parties wishing to communicate with our non-management directors may do so by writing to the board of directors or to the particular member or members of our board of directors and mailing the correspondence to our Chief Legal Officer at Momentive Global Inc., One Curiosity Way, San Mateo, California 94403. Our Chief Legal Officer or Legal Department, in consultation with appropriate members of our board of directors, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chair of our board of directors.

 

Role of the Board in Risk Oversight

 

One of the key functions of our board of directors is informed oversight of our risk management process which risks include, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and

assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. In addition to oversight of the performance of our external audit function, our audit committee also monitors compliance with legal and regulatory requirements and reviews related party transactions. Our nominating and corporate governance committee monitors the effectiveness of our Corporate Governance Guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

 

Executive Officers

 

The following table sets forth certain information about our executive officers and their respective ages as of March 31, 2023, except as set forth below. Officers are elected by the board of directors to hold office until their successors are elected and qualified. We had no other executive officers serving at the end of our fiscal year ended December 31, 2022.

 

For the biography of Mr. Lurie, see Part III, Item 10 “Composition of the Board of Directors.”

 

 

 

 

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Exchange Act requires our directors, certain officers and beneficial owners of more than ten percent of our outstanding common stock to file initial reports of beneficial ownership on Form 3, and reports of subsequent changes in beneficial ownership on Forms 4 or 5, with the SEC. Based solely on our review of these forms, we believe that all directors, officers and beneficial owners subject to Section 16 complied with the filing requirements applicable to them for the fiscal year ended December 31, 2022, with two exceptions:

 

 

 

Corporate Governance Guidelines and Code of Business Conduct and Ethics

 

Our board of directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, 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 and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our investor relations webpage at investor.momentive.ai in the “Governance” section. We intend to post any amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.

 

Stockholder Recommendations for Nominations to the Board of Directors

 

There were no material changes to the procedures described in our proxy statement relating to the 2022 annual meeting of stockholders by which stockholders may recommend nominees to our board of directors.

Compensation Discussion and Analysis

 

Introduction

 

This Compensation Discussion and Analysis provides information regarding the 2022 compensation program for our principal executive officer, each of the individuals who served as our principal financial officer during the last completed fiscal year, the three executive officers (other than our principal executive officer and each of the individuals who served as our principal financial officer) at fiscal year-end who were our most highly compensated executive officers, and one former executive officer (our “Named Executive Officers”). For 2022, our Named Executive Officers were:

 

 

 

 

 

 

 

 

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2022. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why our compensation committee arrived at the specific compensation decisions for our Named Executive Officers in 2022 and discusses the key factors that the compensation committee considered in determining their compensation.

 

Executive Officer Transitions in 2022

 

On September 30, 2022, Mr. Coulombe resigned as our Chief Financial Officer to pursue another career opportunity. Upon Mr. Coulombe’s departure, Mr. Lurie, our CEO, became our interim Chief Financial Officer and served in that capacity until December 12, 2022. On December 12, 2022, we announced that Mr. Sullivan was appointed as our Chief Financial Officer effective December 12, 2022. Mr. Lurie received no additional compensation for his services as interim Chief Financial Officer.

 

Ms. Carr, our then-current General Manager, Market Research, was appointed Chief Operating Officer of the Company, effective March 1, 2022.

 

On October 3, 2022, Mr. Schoenstein resigned as our Chief Revenue Officer to pursue other career opportunities.  Upon Mr. Schoenstein’s departure, Mr. Ewell expanded his role as Chief Customer Officer to assume Mr. Schoenstein’s Chief Revenue Officer responsibilities.

 

Executive Summary

 

We are a leader in agile experience management, providing Software-as-a-Service (“SaaS”) solutions that help businesses collect and analyze stakeholder sentiment at scale. Our mission is to power the curious, and our vision is to raise the bar for human experiences by amplifying individual voices. We believe the business insights our solutions deliver enable our customers to build market leadership, delight their customers and engage their employees. We have transformed from a provider of digital survey tools sold through the Internet to an enterprise SaaS company that leverages both product-led and sales-led go-to-market motions.

2022 Business Highlights

 

2022 business highlights included the following:

 

 

•

Sales-assisted revenue was $181.3 million, an increase of 27% year-over year.

 

 

 

 

 

 

 

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder Advisory Votes on Named Executive Officer Compensation

 

The compensation committee considered the results of the non-binding stockholder advisory vote on the compensation of our Named Executive Officers conducted at our June 7, 2022 Annual Meeting of Stockholders. As reported in our current report on Form 8-K, filed with the SEC on June 10, 2022, approximately 94.8% of the votes cast on the proposal expressed support for the compensation program offered to our Named Executive Officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, the compensation committee made no changes to our executive compensation program as a result of the Say-on-Pay Vote.

 

Further, consistent with the results of the advisory vote on the frequency of obtaining a Say-on-Pay Vote, our board of directors has elected to conduct the Say-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our Named Executive Officers each year.

 

We value the opinions of our stockholders. Our board of directors and the compensation committee will consider the outcome of the Say-on-Pay Vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future.

Executive Compensation Highlights

 

Based on our overall operating environment and these results, the compensation committee took the following key actions with respect to the compensation of our Named Executive Officers for and during 2022:

 

 

 

Approved annual cash bonus awards for our then-current Named Executive Officers (other than Mr. Sullivan who was not eligible to receive a bonus in 2022) ranged between 49% to 55% of their target annual cash bonus opportunities, based on the exercise of CEO discretion under the 2022 Terms and Conditions pursuant to the Momentive Global Inc. Executive Incentive Compensation Plan (the “Executive Bonus Plan”).

 

 

For annual long-term incentive opportunities, we granted awards in the form of restricted stock awards and units (“RSAs” and “RSUs”) with grant date fair values ranging in aggregate from approximately $2.0 million to approximately $3.75 million for the Named Executive Officers, other than our CEO.

 

For our CEO, we granted a long-term incentive compensation opportunity in the form of RSAs and performance stock awards (“PSAs”) with a grant date fair value of approximately $6.9 million.  The RSAs vest quarterly over three years and the PSAs will vest based on our relative total shareholder return (“TSR”) as compared to the TSR of the S&P Software & Services Select Industry Index (“SPSISS”) over a 3-year performance period.

 

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Management Retention Equity Grants.  Additionally, we granted additional long-term incentive opportunities in the form of stock options to address retention concerns due to the volatility in the stock price and its effect on the retentive power of our Named Executive Officer’s equity holdings.  Of the management team, three of our Named Executive Officer received these retention awards; our CEO did not receive a retention award.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The compensation arrangements for Ms. Carr, Mr. Ewell and Mr. Sullivan were approved by our compensation committee. In establishing these compensation arrangements, we took into consideration the requisite experience and skills that a qualified candidate would need to manage a growing business in a dynamic and ever-changing environment, the competitive market for similar positions at other comparable companies based on a review of compensation survey data and the need to integrate them into the executive compensation structure that we had developed since our initial public offering of our equity securities, balancing both competitive and internal equity considerations. For a summary of the material terms and conditions of Ms. Carr’s, Mr. Ewell’s and Mr. Sullivan’s employment arrangements, see “Employment Arrangements” below.

 

Relationship Between Pay and Performance

 

We design our executive compensation program to align the attraction, motivation, rewards and retention of our Named Executive Officers with the goal of promoting the interests of our stockholders. To ensure this balance and to motivate and reward individual impact and accountability, we seek to ensure that a meaningful portion of our Named Executive Officers’ target annual total direct compensation opportunity is both “at-risk” and variable in nature.

 

We emphasize variable compensation that appropriately rewards our Named Executive Officers through the following two principal compensation elements:

 

 

 

These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

 

We believe that these compensation elements provide balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the compensation committee regularly evaluates the relationship between the reported values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and performance over this period.

 

Executive Compensation Philosophy and Objectives

 

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our executives’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

 

 

 

We structure the annual compensation of our Named Executive Officers using three principal elements: base salary, annual cash bonus opportunities and long-term incentive opportunities in the form of equity awards. 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 Named Executive Officers and stockholders and to link pay with performance.

 

We have not adopted policies or employed guidelines for allocating compensation between short and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, the compensation committee considers a variety of factors in determining the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

 

Compensation-Setting Process

 

Role of Compensation Committee

 

The compensation committee discharges the responsibilities of our board of directors relating to the compensation of our Named Executive Officers and the non-employee members of our board of directors. The compensation committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our Named Executive Officers.

 

In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our Named Executive Officers when making decisions with respect to their compensation.

 

The compensation committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at www.investor.momentive.ai.

 

In May 2022, the compensation committee approved the continued delegation of authority to an Equity Grant Committee comprised of our CEO to grant up to 500,000 RSUs under the Momentive Global Inc. 2018 Equity Incentive Plan to employees who hold positions with the Company that are below the level of executive vice president and who are not, for the avoidance of doubt, subject to Section 16 of the Securities Exchange Act of 1934. Under such delegation of authority, the Equity Grant Committee is to provide a quarterly report to the compensation committee regarding any grant activity.

 

The compensation committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the compensation committee exercises its own judgment in making final decisions with respect to the compensation of our Named Executive Officers.

Role of Management

 

In discharging its responsibilities, the compensation committee works with members of our management, including our CEO. Our management assists the compensation committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The compensation committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our Named Executive Officers (except with respect to his own compensation) based on his evaluation of their performance for the prior year.

 

At the beginning of each year, our CEO reviews the performance of our other Named Executive Officers based on such individual’s level of success in accomplishing the business objectives established for him or her for the prior year and his or her overall performance during that year, and then shares these evaluations with, and makes recommendations to, the compensation committee for each element of compensation as described above. The annual business objectives for each Named Executive Officer are developed through mutual discussion and agreement between our CEO and the Named Executive Officers and take into account the Company’s business objectives, which are reviewed with our board of directors.

 

The compensation committee reviews and discusses our CEO's proposals and recommendations with him and considers them as one factor in determining and approving the compensation of our Named Executive Officers. Our CEO also attends meetings of our board of directors and the compensation committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

 

Role of Compensation Consultant

 

The compensation committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the compensation committee and its chair, and serves at the discretion of the compensation committee, which reviews the engagement annually.

 

In 2022, the compensation committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our Named Executive Officers, and with the data analysis and selection of the compensation peer group.

 

During 2022, Compensia attended the meetings of the compensation committee (both with and without management present) as requested and provided various services including the following:

 

 

 

 

 

 

 

The terms of Compensia’s engagement included reporting directly to the compensation committee chair. Compensia also coordinated with our management for data collection and informal market comparisons for our executive officers. In 2022, Compensia did not provide any other services to us.

 

During fiscal 2022, in light of the evolving complexity and maturity of our executive compensation programs, the compensation committee assessed its consulting needs and providers, and invited compensation consulting firms to discuss these executive compensation needs with the compensation committee and other members of management.  This process enabled the compensation committee to reevaluate its compensation consultant and take a fresh look at our compensation practices and policies.  As a result of this review, the compensation committee appointed Meridian Compensation Partners, LLC (“Meridian”) in February 2023 as its independent compensation consultant for fiscal 2023, replacing Compensia.

 

The compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during 2022. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.  Upon engaging with Meridian, the compensation committee also reviewed firm independence and determined that there also was no conflict as a result of the engagement.

 

Competitive Positioning

 

The compensation committee believes that peer group comparisons are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. For the purpose of assessing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the compensation committee considers in making its decisions with respect to the compensation of our Named Executive Officers.

 

The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

Updated in August 2021 with the assistance of Compensia and then approved by the compensation committee in November 2021, the compensation peer group for 2022 used to analyze the compensation of our Named Executive Officers was comprised of publicly traded technology companies against which we compete for executive talent. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria:

 

 

 

 

After evaluating the current peer companies against these criteria, the compensation committee approved the following set of companies for use in 2022:

 

* Added to the compensation peer group for 2022. DocuSign, Five9, Hubspot and Slack Technologies were removed from the compensation peer group for 2022 from the compensation peer group used for 2021.

 

The compensation committee used data drawn from the companies in our compensation peer group, as well as data from custom data cuts drawn from the Radford Global Compensation Database and from Compensia’s proprietary database, to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target annual cash bonus opportunities and long-term incentive compensation opportunities.

 

Setting Target Total Direct Compensation

 

Each year, the compensation committee conducts an annual review of the compensation arrangements of our Named Executive Officers, typically during the first quarter of the fiscal year. As part of this review, the compensation committee evaluates the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria.

 

The compensation committee does not establish a specific target for formulating the target total direct compensation opportunities of our Named Executive Officers. In making decisions about the compensation of our Named Executive Officers, the members of the compensation committee rely primarily on their general experience and subjective considerations of various factors, including the following:

 

 

 

 

 

 

 

 

 

 

 

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

 

The compensation committee does not weight these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. The members of the compensation committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer and business judgment in making their decisions.

 

The compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. Instead, in making its determinations, the compensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels.

 

Compensation Elements

 

Generally, our executive compensation program consists of three principal elements – base salary, annual cash bonus opportunities and long-term incentive compensation in the form of equity awards:

 

Base Salary

 

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

 

Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time the individual is hired into the role, taking into account his or her position, qualifications, experience, prior salary level and the base salaries of our other executive officers. Thereafter, the compensation committee reviews the base salaries of our Named Executive Officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion and market conditions.

In February 2022, the compensation committee reviewed the base salaries of our Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own base salary), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Following this review, the compensation committee determined to adjust the base salaries for a number of Named Executive Officers to bring their base salaries to levels that were comparable to those of similarly-situated executives in the competitive marketplace.

 

The base salaries of our Named Executive Officers (who did not first become Named Executive Officers in 2022) as determined for 2022 were as follows:

 

 

In connection with her promotion to the position of Chief Operating Officer effective March 1, 2022, the compensation committee approved an increase to the annual base salary for Ms. Carr from $345,000 to $380,000, effective February 1, 2022.

 

In connection with his appointment to the position of Chief Financial Officer effective December 12, 2022, the compensation committee approved an annual base salary for Mr. Sullivan of $430,000, effective December 12, 2022.

 

Mr. Ewell received multiple increases to his base salary in 2022.  Effective February 1, 2022, as part of the annual base salary review, his salary increased from $335,000 to $375,000 and in connection with expanding his role to assume responsibility for our sales-assisted business, the compensation committee approved an increase from $375,000 to $415,000, effective August 4, 2022.

 

The actual salary amounts paid to our Named Executive Officers during 2022 are set forth in “2022 Summary Compensation Table” below.

 

Annual Cash Bonuses

 

We use an annual cash bonus plan to motivate our Named Executive Officers to achieve our annual business goals. In February 2022, the compensation committee approved the terms and conditions of the Executive Bonus Plan to provide incentives for our Named Executive Officers to meet or exceed the principal business objectives set forth in our 2022 annual operating plan. Pursuant to the Executive Bonus Plan, the compensation committee established a target annual cash bonus opportunity for each participant in the plan and a bonus pool, with actual awards payable from such bonus pool, with respect to our 2022 performance. To be eligible to receive a bonus payment, a Named Executive Officer must have remained employed by us through December 31, 2022, and have remained an employee through the time of the bonus payment.

 

 

For purposes of the Executive Bonus Plan, cash bonuses were to be based upon a specific percentage of each Named Executive Officer’s actual annual base salary paid during the year. In February 2022, as part of its annual review of our executive compensation program, the compensation committee reviewed the target annual cash bonus opportunities of our Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Following this review, the compensation committee determined to maintain the target annual cash bonus opportunities for Messrs. Lurie and Ms. Blum at their 2021 levels.

The target annual cash bonus opportunities of our Named Executive Officers as determined for 2022 were as follows:

 

 

In connection with the expansion of Mr. Ewell’s role as Chief Customer Officer and Ms. Carr’s promotion to the position of Chief Operating Officer, the compensation committee approved a target annual cash bonus opportunity under the Executive Bonus Plan for Mr. Ewell and Ms. Carr at 70% of their annual base salary (to be pro-rated for 2022 based on the effective date of the compensation increase). Prior to their promotion, Mr. Ewell and Ms. Carr participated in the Company’s Non-Executive Employee Bonus Plan.

 

Potential annual cash bonuses for our Named Executive Officers under the Executive Bonus Plan could range from zero to 195% of their target annual cash bonus opportunity.

 

 

Participants in the Executive Bonus Plan were eligible to receive a bonus payment based upon the attainment of one or more corporate performance measures that were established by the compensation committee and which related to financial and operational objectives that were important to us. The Executive Bonus Plan was funded based on our actual results for the year as evaluated against these performance measures.

 

In February 2022, the compensation committee selected performance measures in two areas for the Executive Bonus Plan: revenue (weighted 50%) and non-GAAP Operating Income (weighted 50%). The compensation committee believed these performance measures were appropriate because, in its view, they were strong indicators of successful execution of our annual operating plan, and they provided a strong emphasis on growth while managing expenses and strengthening our customer and employee relationships. The compensation committee believed these measures would also most directly influence the creation of sustainable long-term stockholder value. In prior years, the weighting between the two measures was focused more on revenue; however, the compensation committee approved a change to weight the two measures equally and emphasize profitability while maintaining the growth orientation.

 

For purposes of the Executive Bonus Plan:

 

 

In February 2022, the compensation committee established a threshold, target and outperformance achievement level for each of these performance measures. To the extent that performance for any measure was below the threshold performance level, there would be no payment with respect to that measure. In addition, the potential payment for any measure was capped at the outperformance level. Achievement levels and payment percentages for performance between the threshold and outperformance performance levels were set forth in tables approved by the compensation committee. Payment for performance for points between those reflected in the table were to be calculated using straight-line interpolation. The table below shows these measures as determined in February 2022.

 

 

Any earned bonus for a current Named Executive Officer (other than Mr. Sullivan) who did not participate in the Executive Bonus Plan for the full plan year but was employed through the end of the plan year was to be pro-rated based on the portion of the plan year that he or she were actively providing services for us and what would have been earned had such Named Executive Officer remained employed through the full plan year.  Because he was hired in December 2022, Mr. Sullivan was not eligible to receive a 2022 bonus payment.

 

In addition, the Executive Bonus Plan provided that our CEO may make a recommendation to adjust a Named Executive Officer’s bonus payment (other than himself) to reflect an individual performance using a multiplier that may range from 0% to 130% of a Named Executive Officer’s bonus payment to allow our CEO discretion in address individual performance for the year.  In the event that our CEO elected to exercise such discretion, it was subject to review and approval by the compensation committee. Furthermore, if our corporate performance were to yield a corporate multiplier of less than 75%, the individual performance multiplier would be capped at 100%, if the CEO were to exercise discretion.  In 2022, our CEO exercised this discretion (capped at 100% as the corporate multiplier was less than 75%) with respect to the Named Executive Officers’ bonus payments (other than himself) as set forth in the tables below based on their overall contributions to the business in 2022, and such amounts were reviewed and approved by the compensation committee.

 

 

Under the Executive Bonus Plan, payments were made based on our performance with respect to each of the corporate performance measures and the extent to which each objective was achieved for the year. The percentage achievement, and the corresponding payment levels, with respect to the corporate performance measures were as follows:

 

Named Executive Officer (1)(2)		2022 Base Salary ($)				2022 Target Annual Cash Bonus Opportunity (as a percentage of base salary)				2022 Target Annual Cash Bonus Opportunity  ($)(3) (Pro Rated)				Company Multiplier				Individual Multiplier				2022 Actual Annual Bonus Payment ($)(3)				Approximate 2022 Actual Annual Bonus Payment (as a percentage of the 2022 Target Cash Annual Bonus Opportunity)
Zander Lurie			520,000				100	%			517,027				54.5	%			100.0	%			281,780				54.5	%
Priyanka Carr(4)			380,000				70	%			260,989				54.5	%			89.0	%			126,593				48.5	%
Lora Blum			375,000				55	%			205,549				54.5	%			100.0	%			112,024				54.5	%
Ken Ewell(5)			415,000				70	%			228,130				54.5	%			95.0	%			118,114				51.8	%

(1)	Mr. Coulombe and Mr. Schoenstein resigned from their positions prior to the end of the 2022 fiscal year and did not receive a bonus payment pursuant to the terms and conditions of the 2022 Executive Bonus Plan.

(2)	Mr. Sullivan joined the Company in December 2022 and was not eligible to receive a 2022 bonus payment.

(3)	Amounts are calculated using actual earnings in 2022, not annual base salary rates, which were effective in February 2022.

(4)

Ms. Carr’s annual bonus opportunity included a pro-rated target of $17,581 under the Non-Executive Employee Bonus Plan and a pro-rated target of $243,408 under the Executive Bonus Plan. Her actual bonus payment consisted of $8,528 payable pursuant to her participation in our Non-Executive Employee Bonus Plan prior to her promotion and $118,065 payable pursuant to her participations in our Executive Bonus Plan after she was appointed our Chief Operating Officer.

(5)

Mr. Ewell’s annual bonus opportunity included a pro-rated target of $108,746 under the Non-Executive Employee Bonus Plan and a pro-rated target of $119,384 under the Executive Bonus Plan. His actual bonus payment consisted of $56,303 payable pursuant to his participation in our Non-Executive Employee Bonus Plan prior to his promotion and $61,811 payable pursuant to his participation in our Executive Bonus Plan after his role as Chief Customer Officer was expanded to executive officer status.

•

a competitive market analysis prepared by its compensation consultant;

•

the outstanding equity holdings of each Named Executive Officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives);

•

the projected impact of the proposed awards on our earnings;

•

the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group;

•

the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group; and

•

the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above.

•

Time-based RSAs. The RSAs granted to our CEO vest over a three-year period, with 1/12th of the total number of units subject to an award vesting on May 15, 2022 and 1/12th of the total number of units subject to the award vesting quarterly thereafter for the remaining 11 quarters, contingent upon the CEO’s continued employment with or service to us through each applicable vesting date.

•

Performance-based RSAs. The number of shares that become eligible to vest under the performance-based RSAs is based on our relative total shareholder return (“TSR”) as compared to the TSR of the S&P Software & Services Select Industry Index (“SPSISS”) over the scheduled performance period. The SPSISS was selected to align us most closely to our compensation peers. The performance period began on the award’s grant date and is scheduled to end on the last day of our 2024 fiscal year, with additional performance periods that began on the award’s grant date and ended on the last day of our 2022 fiscal year (the “One-Year Performance Period”) and is scheduled to end on the last day of our 2023 fiscal year (the “Two-Year Performance Period”). Performance will be measured at the end of each performance period with actual performance compared against pre-established target levels to determine achievement of the performance goal. The number of shares earned may range from 0% to 200% of the target number of RSAs based on achieved performance during the performance period; provided that up to 33% of the target number of shares will be eligible to vest on the first and second anniversaries of the award’s grant date, based on performance measured during the One-Year Performance Period and the Two-Year Performance Period, respectively.  In the event of a change in control of the Company, the performance period will be shortened and the number of RSAs that will be eligible to vest (reduced by the number of shares that vested during the One-Year Performance Period and the Two-Year Performance Period, if any) will be determined based on actual performance, with the Company’s performance measured using the estimated amount to be paid to the Company’s stockholders.

•

Time-based RSAs. The RSAs granted to such NEOs vest over a three-year period, with 1/12th of the total number of units subject to an award vesting on May 15, 2022 and 1/12th of the total number of units subject to the award vesting quarterly thereafter for the remaining 11 quarters, contingent upon such NEO’s continued employment with or service to us through each applicable vesting date.

Named Executive Officer		RSA or RSU Awards (number of shares)				PSA Awards (number of shares)				Aggregate Equity Awards (grant date fair value)($)
Zander Lurie(1)			238,534				361,408				6,868,121
Priyanka Carr			199,658				–				3,274,391
Rich Sullivan(2)			325,946				–				2,490,227
Ken Ewell(3)			200,352				–				2,621,933
Lora Blum			119,795				–				1,964,638
Justin Coulombe			228,181				–				3,742,168
John Schoenstein			142,613				–				2,338,853

(1)

Mr. Lurie’s PSA award represents the maximum number of shares issued subject to the award. The target number of shares is 180,704.  The grant date fair value number reflects the aggregate grant-date fair value for the target number of shares and is shown in the summary compensation table calculated as described therein.  While the target value of Mr. Lurie’s awards was allocated 50% to time-based RSAs and 50% to performance-based RSAs, a different stock price was used to convert the value into a number of RSAs and performance-based RSAs.

(2)	Equity awards granted to Mr. Sullivan were awarded in connection with his appointment to Chief Financial Officer; excluded is the “Additional Award” he is eligible to receive as outlined in his employment offer letter.

(3)	Equity awards granted to Mr. Ewell include an award granted in August 2022 in connection with his expanded role responsibilities of the sales-assisted business.

Named Executive Officer		Stock Options (number of shares)				Aggregate Equity Awards (grant date fair value)($)
Priyanka Carr			150,000				340,500
Ken Ewell			150,000				340,500
Lora Blum			150,000				340,500

Name		Year		Salary ($)				Bonus ($)				Option Awards ($)(1)				Stock Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(2)				Total ($)
Zander Lurie(3)		2022			517,173				—				—				6,868,121				281,780				6,865				7,673,939
Chief Executive Officer		2021			477,003				—				5,687,119				—				453,153				6,532				6,623,807
& Director		2020			445,000				—				5,501,673				5,605,957				396,050				5,850				11,954,530
Lora Blum		2022			373,789				—				340,500				1,964,638				112,024				6,799				2,797,750
Chief Legal Officer		2021			354,455				—				910,108				1,162,051				231,504				6,532				2,664,650
& Secretary		2020			333,750				—				715,213				655,856				162,113				5,850				1,872,782
Priyanka Carr(4)		2022			377,173				—				340,500				3,274,391				126,593				6,685				4,125,342
Chief Operating Officer
Ken Ewell(5)		2022			388,231				—				340,500				2,621,933				118,114				9,937				3,478,715
Chief Customer Officer
Rich Sullivan(6)		2022			24,808				150,000				—				2,490,227				—				71				2,665,106
Chief Financial Officer
Justin Coulombe(7)		2022			312,519				—				—				3,742,168				—				4,337				4,059,024
Chief Financial Officer		2021			340,305				—				1,387,780				1,565,870				196,643				5,155				3,495,753
John Schoenstein(8)		2022			328,558				205,039				—				2,338,853				—				8,598				2,881,048
Chief Revenue Officer		2021			420,914				—				1,137,640				1,452,571				275,429				8,734				3,295,288
		2020			370,833				—				1,100,323				1,009,005				332,497				7,907				2,820,565

(1)

The amounts reported in the “Option Awards” and “Stock Awards” columns represent the aggregate grant-date fair value of the stock options and/or RSUs, RSAs or PSAs awarded to the Named Executive Officer in 2022, 2021, and 2020 (if applicable), calculated in accordance with ASC Topic 718. Such grant-date fair value does not consider any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant date fair value of the stock options and/or RSUs, RSAs or PSAs reported in these columns are set forth in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 17, 2023.

(2)

For 2022, the amounts reported include: (i) matching 401(k) contributions of $5,125 for each of Mr. Lurie, Ms. Blum and Ms. Carr, and $6,750 for each of Mr. Ewell and Mr. Schoenstein, and $3,091 for Mr. Coulombe; (ii) basic group term life insurance on behalf of Mr. Lurie and Ms. Blum ($810 each), Ms. Carr ($486), Mr. Ewell ($2,322), Mr. Sullivan ($48), Mr. Coulombe ($355) and Mr. Schoenstein ($955), and (iii) tax gross-ups for de minimis perquisites and personal benefits.

(3)

Mr. Lurie serves as our Chief Executive Officer and director, and, from September 30, 2022 through December 12, 2022, following Mr. Coulombe’s resignation as Chief Financial Officer and before Mr. Sullivan’s appointment as Chief Financial Officer, also served as our interim Chief Financial Officer, but received no additional compensation for the interim role. The Company estimated the grant-date fair value of Mr. Lurie’s performance stock award (“PSA”) subject to a relative total stockholder return vesting condition using a Monte Carlo simulation model, with the following assumptions: risk-free interest rate of 2.01%, remaining measurement period of 2.8 years, expected dividend yield of 0.0%, and annualized volatility of 49.8% and 28.3% for our common stock and Index stock respectively. Based on target achievement level of 100%, the grant date fair value of the award was $18.92 per share. The number of shares to be earned under the PSA may range from 0% to 200% of the target number of shares of 180,704.

(4)

Ms. Carr was promoted to the role of Chief Operating Officer in March 2022, and therefore her compensation set forth in the table above reflects compensation received both prior to her promotion and as COO. Please also see Compensation Discussion and Analysis – Compensation Setting Process – Compensation Elements – Base Salary above.

(5)

Mr. Ewell’s role as Chief Customer Officer was expanded in August 2022, and therefore his compensation set forth in the table above reflects compensation received both prior to and after the expansion of his role.  Please also see Compensation Discussion and Analysis – Compensation Setting Process – Compensation Elements – Base Salary above.

(6)

Mr. Sullivan was appointed as Chief Financial Officer in December 2022. Accordingly, amounts reported reflect his salary prorated for the portion of 2022 in which he was employed with us. Mr. Sullivan did not receive an annual cash bonus under the Executive Bonus Plan but instead received a signing bonus of $150,000, payable in two installments of $75,000 each: the first installment was paid in December 2022; and the second installment was paid in February 2023, at the same time Executive Bonus Plan payments were made to the other NEOs.

(7)

Mr. Coulombe was promoted to the role of Chief Financial Officer in June 2021 and departed in September 2022. Accordingly, amounts reported in 2022 reflect Mr. Coulombe’s salary prorated for the portion of 2022 in which he was employed with us, and amounts reported in 2021 reflect both compensation received prior to his promotion and during his tenure as Chief Financial Officer. Mr. Coulombe did not receive a 2022 annual cash bonus.

(8)

Mr. Schoenstein departed as our Chief Revenue Officer in October 2022. Accordingly, amounts reported reflect his salary prorated for the portion of 2022 in which he was employed with us. While Mr. Schoenstein did not receive a 2022 annual cash bonus under the Executive Bonus Plan, he did receive a mid-year retention bonus of $205,039.

				Estimated future payouts under non-equity incentive plan awards(1)						Stock awards (#)(2)		Option awards (#)(2)		Exercise price of option awards ($/Sh)		Grant date fair value of stock and option awards ($)(3)
Name		Grant date		Threshold ($)		Target ($)		Maximum ($)
Zander Lurie(4)		2/25/22		260,000		520,000		780,000		—		—		—		—
		3/13/22		—		—		—		599,942		—		—		6,868,121
Lora Blum		2/25/22		103,125		206,250		309,375		119,795		—		—		1,964,638
		8/29/22		—		—		—		—		150,000		7.14		340,500
Priyanka Carr		2/25/22		133,000		266,000		399,000		199,658		—		—		3,274,391
		8/29/22		—		—		—		—		150,000		7.14		340,500
Ken Ewell(5)		2/25/22		—		—		—		128,352		—		—		2,104,973
		8/24/22		145,250		290,500		435,750		72,000		—		—		516,960
		8/29/22		—		—		—		—		150,000		7.14		340,500
Rich Sullivan(6)		12/13/22		150,500		301,000		451,500		325,946		—		—		2,490,227
Justin Coulombe(7)		2/25/22		147,000		294,000		441,000		228,181		—		—		3,742,168
John Schoenstein(8)		2/25/22		170,000		340,000		510,000		142,613		—		—		2,338,853

(1)

All non-equity incentive plan awards were made under the 2022 terms and conditions of our Executive Bonus Plan. Subject to exercise of CEO discretion, an additional individual performance multiplier ranging from 0% to 130% of a Named Executive Officer’s bonus payment (other than the CEO) may also apply as discussed in Compensation Discussion and Analysis – Compensation-Setting Process – Annual Cash Bonus above.

(2)	Represents number of shares of our common stock underlying each Restricted Stock Award ("RSA"), Performance Restricted Stock Award ("PSA"), Restricted Stock Units award ("RSU") or employee stock option award under the 2018 Equity Incentive Plan (the “2018 Plan”).

(3)	Amounts reported represent the aggregate grant-date fair value of PSAs, RSAs, RSUs and stock option awards calculated in accordance with ASC Topic 718.

(4)	Mr. Lurie received grants of a PSA and an RSA in March 2022. The PSA award reflects 361,408 shares, which is the maximum number of shares subject to the award. The target number of shares subject to the award is 180,704. The RSA was granted for 238,534 shares.

(5)	Mr. Ewell received grants of RSUs in February 2022 prior to expansion of his Chief Customer Officer role. In August 2022, following expansion of his Chief Customer Officer role, Mr. Ewell, received a non-equity incentive grant under the Executive Bonus Plan, an RSU, and an employee stock option.

(6)	Mr. Sullivan joined the Company too late in the year to be eligible for a bonus to be paid under the Executive Bonus Plan. He was paid a signing bonus reflected in the Summary Compensation Table above.

(7)	Mr. Coulombe departed the Company in September 2022 and, accordingly, was paid no bonus under the Executive Bonus Plan.

(8)	Mr. Schoenstein departed the Company in October 2022 and, accordingly, was paid no bonus under the Executive Bonus Plan. He was paid a mid-year retention bonus reflected in the Summary Compensation Table above.

							Option Awards											Stock awards
Name		Grant Date(1)					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)
Zander Lurie		5/19/2015		(3	)			145,000			—			16.03		5/19/2025
		8/6/2015		(4	)			190,000			—			16.03		8/6/2025
		1/16/2016		(5	)			2,200,000			—			16.03		1/16/2026
		3/5/2018		(6	)			561,000			—			13.20		3/5/2028
		2/15/2019		(7	)			414,000			—			12.35		2/15/2029
		2/18/2020		(8	)			387,541			176,155			21.32		2/18/2030
		2/18/2020		(9	)														88,077			616,539
		2/16/2021		(10	)			338,865			—			21.99		2/16/2031
		3/13/2022		(11	)														361,408			2,529,856
		3/13/2022		(12	)														178,900			1,252,300
Lora Blum		2/17/2017		(13	)			243,752			—			16.03		2/17/2027
		3/05/2018		(14	)			7,750			—			13.20		3/5/2028
		2/15/2019		(15	)			41,668			—			12.35		2/15/2029
		2/18/2020		(16	)			67,173			6,107			21.32		2/18/2030
		2/18/2020		(17	)														3,053			21,371
		2/16/2021		(18	)			50,418			36,012			21.99		2/16/2031
		2/16/2021		(19	)														18,006			126,042
		2/25/2022		(20	)														89,846			628,922
		8/29/2022		(21	)			—			150,000			7.14		8/29/2025
Priyanka Carr		9/6/2018		(22	)			8,333			—			13.65		9/6/2028
		2/15/2019		(23	)			8,333			—			12.35		2/15/2029
		2/18/2020		(24	)			51,671			4,697			21.32		2/18/2030
		2/18/2020		(25	)														2,349			16,443
		8/27/2020		(26	)			28,112			9,370			24.91		8/27/2030
		8/27/2020		(27	)														4,685			32,795
		2/4/2021		(28	)														13,505			94,535
		2/16/2021		(29	)			37,813			27,010			21.99		2/16/2031
		2/25/2022		(30	)														149,743			1,048,201
		8/29/2022		(31	)			—			150,000			7.14		8/29/2025
Ken Ewell		2/4/2021		(32	)														31,250			218,750
		2/16/2021		(33	)			62,500			62,500			21.99		2/16/2031
		8/25/2021		(34	)			9,850			13,790			19.67		8/25/2031
		8/25/2021		(35	)														6,895			48,265
		2/25/2022		(36	)														96,264			673,848
		8/24/2022		(37	)														66,000			462,000
		8/29/2022		(38	)			—			150,000			7.14		8/29/2025
Rich Sullivan		12/13/2022		(39	)														325,946			2,281,622
John Schoenstein		10/31/2017		(40	)			78,125			—			16.03		10/31/2027
		3/5/2018		(41	)			29,168			—			13.20		3/5/2028
		2/15/2019		(42	)			137,500			—			12.35		2/15/2029
		2/18/2020		(43	)			93,948			—			21.32		2/18/2030
		2/16/2021		(44	)			54,019			—			21.99		2/16/2031

(1)	Outstanding equity awards granted prior to September 2018 were pursuant to our 2011 Equity Incentive Plan (the “2011 Plan”). All other awards were pursuant to our 2018 Plan. All option awards under the 2011 Plan may be early exercised.

(2)	The market value of unvested shares is calculated by multiplying the number of unvested shares held by the applicable Named Executive Officer by the closing price of our common stock on December 31, 2022, which was $7.00.

(3)	The shares underlying this option were fully vested as of December 31, 2022.

(4)	The shares underlying this option were fully vested as of December 31, 2022.

(5)	The shares underlying this option were fully vested as of December 31, 2022.

(6)	The shares underlying this option were fully vested as of December 31, 2022.

(7)	The shares underlying this option were fully vested as of December 31, 2022

(8)	The shares underlying this option vest, subject to Mr. Lurie’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter.

(9)	The shares underlying this RSU vest, subject to Mr. Lurie’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter.

(10)

The shares underlying this Performance Option becomes exercisable, subject to Mr. Lurie’s continued role as a service provider to us, if both a Time-Based Service Requirement and a Stock Price Achievement Requirement are met as follows: (i) the Time-Based Service Requirement vests as to 1/12th of the total shares on May 15, 2021 and quarterly thereafter; and (ii) the Stock Price Achievement Requirement is met if, on or before February 16, 2025, the average closing price has equaled or exceeded 133% of the Performance Option Exercise Price for 30 consecutive trading days.

(11)

The shares underlying this Performance Restricted Stock Award ("PSA") vest, subject to Mr. Lurie's continued role as a service provider to us, as follows: The number of shares eligible for vesting under the PSA will depend upon (i) the Issuer's total stockholder return ("TSR") as compared to a specified index (the "Index") over a 3-year performance period ending 12/31/2024 (the "Total Performance Period"); (ii) the Issuer's TSR as compared to the Index during the 1st year of the Total Performance Period ending 12/31/2022; and (iii) the Issuer's TSR as compared to the Index during the 2nd year of the Total Performance Period ending 12/31/2023. Vesting in each of the 1st or 2nd years of the Total Performance Period is capped at 1/3 of the target number of shares. On the first anniversary of the award’s grant date, 19,189 shares vested based on performance measured during the One-Year Performance Period. Shares may also vest in the event of a liquidity event in accordance with the PSA agreement. The maximum number of shares of restricted stock subject to the PSA is 361,408. The target number of shares eligible for vesting is 180,704, one-half of the maximum number.

(12)	The shares underlying this RSU vest, subject to Mr. Lurie’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2022 and quarterly thereafter.

(13)	The shares underlying this option were fully vested as of December 31, 2022

(14)	The shares underlying this option were fully vested as of December 31, 2022.

(15)	The shares underlying this option were fully vested as of December 31, 2022

(16)	The shares underlying this option vest, subject to Ms. Blum’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter.

(17)	The shares underlying this RSU vest, subject to Ms. Blum’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter.

(18)	The shares underlying this option vest, subject to Ms. Blum’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2021 and quarterly thereafter.

(19)	The shares underlying this RSA vest, subject to Ms. Blum’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2021 and quarterly thereafter.

(20)	The shares underlying this RSA vest, subject to Ms. Blum’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2022 and quarterly thereafter.

(21)	All of the shares underlying this option vest, subject to Ms. Blum's continued role as a service provider to us, on August 15, 2023.

(22)	The shares underlying this option were fully vested as of December 31, 2022.

(23)	The shares underlying this option were fully vested as of December 31, 2022.

(24)	The shares underlying this option vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter.

(25)	The shares underlying this RSU vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter.

(26)	The shares underlying this option vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on November 15, 2020 and quarterly thereafter.

(27)	The shares underlying this RSU vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on November 15, 2020 and quarterly thereafter.

(28)	The shares underlying this RSU vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2021 and quarterly thereafter.

(29)	The shares underlying this option vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2021 and quarterly thereafter..

(30)	The shares underlying this RSA vest, subject to Ms. Carr's continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2022 and quarterly thereafter.

(31)	All of the shares underlying this option vest, subject to Ms. Carr's continued role as a service provider to us, on August 15, 2023.

(32)	The shares underlying this RSU vest, subject to Mr. Ewell’s continued role as a service provider to us, as to 1/4 of the total shares on November 15, 2021, and then 1/16 of the total shares vest quarterly thereafter.

(33)	The shares underlying this option vest, subject to Mr. Ewell’s continued role as a service provider to us, as to 1/4 of the total shares on November 15, 2021, and then 1/16 of the total shares vest quarterly thereafter.

(34)	The shares underlying this option vest, subject to Mr. Ewell’s continued role as a service provider to us, as to 1/12th of the total shares on November 15, 2021 and quarterly thereafter.

(35)	The shares underlying this RSU vest, subject to Mr. Ewell’s continued role as a service provider to us, as to 1/12th of the total shares on November 15, 2021 and quarterly thereafter.

(36)	The shares underlying this RSU vest, subject to Mr. Ewell’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2022 and quarterly thereafter.

(37)	The shares underlying this RSU vest, subject to Mr. Ewell’s continued role as a service provider to us, as to 1/12th of the total shares on November 15, 2022 and quarterly thereafter.

(38)	All of the shares underlying this option vest, subject to Mr. Ewell's continued role as a service provider to us, on August 15, 2023.

(39)	The shares underlying this RSU vest, subject to Mr. Sullivan's continued role as a service provider to us, as to 1/4 of the total shares on November 15, 2023, and then 1/16 of the total shares vest quarterly thereafter.

(40)	The shares underlying this option were fully vested as of December 31, 2022.

(41)	The shares underlying this option were fully vested as of December 31, 2022.

(42)	The shares underlying this option were fully vested as of December 31, 2022.

(43)	The shares underlying this option vested, subject to Mr. Schoenstein’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2020 and quarterly thereafter until Mr. Schoenstein departed as our Chief Revenue Officer in October 2022.

(44)	The shares underlying this option vested, subject to Mr. Schoenstein’s continued role as a service provider to us, as to 1/12th of the total shares on May 15, 2021 and quarterly thereafter until Mr. Schoenstein departed as our Chief Revenue Officer in October 2022.

		Option awards								Stock awards
Name		Number of shares acquired on exercise (#)				Value realized on exercise ($)(1)				Number of shares acquired on vesting (#)				Value realized on vesting ($)(2)
Zander Lurie			—				—				147,346				1,632,832
Lora Blum			—				—				60,735				648,266
Priyanka Carr			—				—				77,401				783,308
Ken Ewell			—				—				57,653				571,630
Rich Sullivan			—				—				—				—
Justin Coulombe			—				—				66,124				718,154
John Schoenstein			—				—				57,616				672,862

(1)	The value realized upon exercise of option awards is calculated by subtracting the exercise price of the options from the market price of the underlying common stock at the time of exercise. There were no options exercised by our NEOs in 2022.

(2)

The value realized upon vesting of RSAs and RSUs is calculated by multiplying the number of shares vested by the closing price our common stock on the vest date (or, in the event the vest date occurs on a holiday or weekend, the closing price on immediately preceding trading day). There were no PSAs that vested in 2022.

Name		Base Salary Component ($)				Cash Bonus Component ($)				Value of Accelerated Equity Awards ($)				Value of Benefits ($)				Total ($)
Zander Lurie			520,000				—				—				53,383				573,383
Lora Blum			187,500				—				—				15,167				202,667
Priyanka Carr			212,500				—				—				6,936				219,436
Ken Ewell			207,500				—				—				15,167				222,667
Rich Sullivan			215,000				150,500				—				11,505				377,005

Name		Base Salary Component ($)				Cash Bonus Component ($)				Value of Accelerated Equity Awards ($)				Value of Benefits ($)				Total ($)
Zander Lurie			780,000				517,173				4,398,695				53,383				5,749,251
Lora Blum			375,000				205,584				776,335				15,167				1,372,086
Priyanka Carr			425,000				264,021				1,191,974				6,936				1,887,932
Ken Ewell			415,000				271,762				1,402,863				15,167				2,104,792
Rich Sullivan			430,000				15,668				2,281,622				23,010				2,750,300

(1)	Value based on a per share price of $7.00, which was the closing price on December 30, 2022

•

a lump-sum payment equal to (x) 12 months for Mr. Lurie or six months for Mses. Blum and Carr and Messrs. Sullivan, and Ewell of annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction), and (y) with respect to Mr. Sullivan, a portion of his target annual bonus amount, pro-rated based on number of days of completed service for that fiscal year, provided that if Mr. Sullivan is terminated prior to the six-month anniversary of his start date, the pro-rated bonus amount will be based on six months;

•

payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to 18 months for Mr. Lurie and up to six months for Mses. Blum and Carr and Messrs. Sullivan, and Ewell (and for each of their eligible dependents, if any), or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate, or be subject to an excise tax under, applicable law.

•

a lump-sum payment, less applicable withholdings, equal to the sum of (x) 18 months for Mr. Lurie, and 12 months for Mses. Blum and Carr and Messrs. Sullivan, and Ewell, of annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction or if greater, at the level in effect immediately prior to the change in control) and (y) a prorated portion of such executive’s target annual bonus as in effect for the fiscal year in which the termination occurs, prorated based on the number of days of completed service for the fiscal year in which the termination occurs;

•

payment of premiums for coverage under COBRA for the Named Executive Officer and such Named Executive Officer’s eligible dependents, if any, for up to 18 months for Mr. Lurie, for up to 12 months for Mr. Sullivan, and up to six months for Mses. Blum and Carr and Mr. Ewell, or taxable monthly payments for the equivalent period in the event payment of the COBRA premiums would violate, or be subject to an excise tax under, applicable law; and

•

(x) with respect to Messrs. Lurie, and Ewell and Mses. Blum and Carr, 100% accelerated vesting and exercisability of all outstanding equity awards and, in the case of an equity award with performance-based vesting unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels, and (y) with respect to Mr. Sullivan, (1) 25% accelerated vesting of all outstanding equity awards (or 50% if the Additional Award is not granted as of the termination date) upon a change in control on or before the 6 month anniversary of his start date, (2) 50% accelerated vesting of all outstanding equity awards (or 75% if the Additional Award is not granted as of the termination date) upon a change in control between 6 months and one day of his start date and one day prior to the twelve month anniversary of his start date, and (3) 100% accelerated vesting of all outstanding equity awards upon a change in control after the twelve month anniversary of his start date.  The equity award agreement governing Mr. Lurie’s PSA award provides that in the event of a change in control, the number of shares eligible to vest will be determined based on actual performance.  For purposes of this disclosure, we have assumed that the number of shares eligible to vest is calculated based on achievement at 100% of target levels.

•

the median annual total compensation of all employees of our company, other than our Chief Executive Officer (our “Median Employee”) was $194,970. This annual total compensation was calculated in accordance with SEC rules, using the same methodology we use for our Named Executive Officers as set forth in our Summary Compensation Table for 2022 (above);

•

the annual total compensation of our Chief Executive Officer, Zander Lurie, as reported for him in our Summary Compensation Table for 2022 (above) was $7,673,939; and

•

the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our Median Employee was approximately 39 to 1.

•

annual base salary rates (annualized where appropriate for partial-year employees);

•

annual variable cash compensation targets (annual bonus or commission); and

•

the fair value on the Determination Date of our guideline equity awards identified for each employee role granted as part of our regular annual equity award grant cycle, calculated using the same methodology we used for our Named Executive Officers in our Summary Compensation Table for 2022 (above).

Annual Cash Compensation for Non-Employee Directors
Role		Board of Directors				Audit Committee				Compensation Committee				Nominating & Governance Committee
Member		$	30,000			$	8,000			$	5,000			$	3,500
Chair		$	42,000			$	20,000			$	10,000			$	7,500

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)(1)				Total ($)				RSUs Outstanding (#)(2)				Options Outstanding (#)(2)
David A. Ebersman			45,500				120,098				—				165,598				5,025				236,176
Lauren Antonoff(3)			11,318				262,580				—				273,898				36,571				—
Susan L. Decker			41,005				120,098				—				161,103				5,025				236,176
Dana L. Evan			50,000				120,098				—				170,098				5,025				236,176
Ryan Finley			33,965				120,098				—				154,063				5,025				26,176
Sagar Gupta(4)			25,000				360,293				—				385,293				21,775				—
Erika H. James			37,500				120,098				—				157,598				5,025				135,551
Sheryl K. Sandberg(5)			—				—				—				—				—				—
Benjamin C. Spero(6)			46,334				120,098				—				166,432				5,025				26,176
Brad D. Smith(7)			6,667				—				—				6,667				—				—
Serena J. Williams(8)			17,853				120,098				—				137,951				—				—

Plan Category		Number of Securities  to be Issued upon Exercise of Outstanding Options, Restricted Stock Units and Rights (#)			Weighted Average Exercise  Price of Outstanding Options and Rights ($)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the first Column) (#)
Equity compensation plans approved by security holders
2011 Equity Incentive Plan(1)			7,441,722			15.41			—
2018 Equity Incentive Plan(2)			13,714,897			17.33			18,575,514
2018 Employee Stock Purchase Plan(3)			—			—			5,984,411
Equity compensation plans not approved by security holders			—			—			—
TOTAL			21,156,619			16.24			24,559,925

•

each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock;

•

each of our Named Executive Officers;

•

each of our directors and nominees for director; and

•

all of our current executive officers and directors as a group.

		Common Stock
Name of Beneficial Owner		Number				Percentage
Named Executive Officers and Directors:
Zander Lurie(1)			5,978,443				3.9
Lora D. Blum(2)			619,822				*
Priyanka Carr(3)			424,765				*
Ken Ewell(4)			219,675				*
Rich Sullivan(5)			66,068				*
Justin Coulombe(6)			—				*
John S. Schoenstein(7)			—				*
Lauren Antonoff(8)			6,095				*
Susan L. Decker(9)			294,314				*
David A. Ebersman(10)			294,314				*
Dana L. Evan(11)			274,676				*
Ryan Finley(12)			8,154,603				5.4
Sagar Gupta (13)			—				*
Erika H. James(14)			166,812				*
Sheryl K. Sandberg(15)			8,899,833				5.9
Benjamin C. Spero(16)			124,122				*
All executive officers and directors as a group (17 persons)(17)			26,347,230				16.7
Greater than 5% Stockholders:
The Vanguard Group Inc.(18)			13,521,099				9.0
BlackRock, Inc.(19)			10,034,627				6.7
ArrowMark Colorado Holdings, LLC(20)			9,514,875				6.3
Sheryl K. Sandberg Revocable Trust(21)			8,899,833				5.9
SM Profits, LLC(22)			8,105,289				5.4
Magnetar Financial LLC(23)			7,707,761				5.1

		Fiscal Year
		2022				2021
Audit Fees(1)		$	2,988,500			$	2,700,000
Audit-Related Fees(2)			—				47,000
Tax Fees(3)			431,516				702,577
All Other Fees(4)			4,125				6,875
Total Fees		$	3,424,141			$	3,265,442

(a)

The following documents are filed as a part of this Amendment No. 1 on Form 10-K/A:

(1)

Consolidated Financial Statements: Our consolidated financial statements were previously listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

(2)

Financial Statement Schedules: Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 or the notes thereto.

(3)

Exhibits: The documents listed in the following Exhibit Index of this Amendment No. 1 on Form 10-K/A are incorporated by reference or are filed with this Amendment No. 1 on Form 10-K/A, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

EXHIBIT INDEX
				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.		Exhibit		Filing Date
3.1		Fifth Amended and Restated Certificate of Incorporation of the Registrant, as amended.		8-K		001-38664		3.1		June 10, 2022
3.2		Fifth Amended and Restated Bylaws of the Registrant.		8-K		001-38664		3.2		June 10, 2022
4.1		Form of common stock certificate of the Registrant.		10-Q		001-38664		4.1		August 5, 2021
4.2		Description of Registrant’s Securities.		10-K		001-38664		4.2		February 27, 2020
10.1*		Form of Indemnification Agreement between the Registrant and each of its directors and officers.		10-Q		001-38664		10.1		August 5, 2021
10.2*		Momentive Global Inc. 2018 Equity Incentive Plan and related form agreements.		10-Q		001-38664		10.2		August 5, 2021
10.3*		Momentive Global Inc. 2018 Employee Stock Purchase Plan (as amended on August 22, 2019) and related form agreements.		10-Q		001-38664		10.3		August 5, 2021
10.4*		Confirmatory Employment Letter between the Registrant and Alexander J. Lurie, dated as of September 10, 2018.		S-1/A		333-227099		10.9		September 13, 2018
10.5*		Confirmatory Employment Letter between the Registrant and Lora D. Blum, dated as of September 10, 2018.		S-1/A		333-227099		10.10		September 13, 2018
10.6*		Confirmatory Employment Letter between the Registrant and Rebecca Cantieri, dated as of September 10, 2018.		S-1/A		333-227099		10.11		September 13, 2018
10.7*		Confirmatory Employment Letter between the Registrant and Thomas E. Hale, dated as of September 10, 2018.		S-1/A		333-227099		10.12		September 13, 2018
10.8*		Transition Agreement and Release by and between Registrant and Thomas E. Hale, dated February 27, 2022.		10-Q		001-38664		10.3		May 5, 2022
10.9*		Consulting Agreement by and between Registrant and Thomas E. Hale, dated February 27, 2022.		10-Q		001-38664		10.4		May 5, 2022
10.10*		Confirmatory Employment Letter between the Registrant and John S. Schoenstein, dated as of September 10, 2018.		S-1/A		333-227099		10.14		September 13, 2018
10.11*		Offer Letter by and between the Registrant and Justin Coulombe, dated as of June 15, 2021.		8-K		001-38664		10.1		June 21, 2021
10.12*		Offer Letter by and between the Registrant and Clarence Ken Ewell, dated August 1, 2022.		10-Q		001-38664		10.1		November 3, 2022
10.13*		Offer Letter by and between the Registrant and Priyanka Carr, dated February 27, 2022.		10-Q		001-38664		10.2		May 5, 2022
10.14*		Offer Letter by and between the Registrant and Richard E. Sullivan Jr., dated November 18, 2022.		10-K		001-38664		10.14		February 17, 2023
10.15*		Change in Control and Severance Agreement between the Registrant and Richard E. Sullivan Jr., effective as December 12, 2022.		10-K		001-38664		10.15		February 17, 2023
10.16		Cooperation Agreement between Momentive Global Inc. and Legion Partners Asset Management, LLC		10-Q		001-38664		10.5		May 5, 2022

10.17*		Form of Change in Control and Severance Agreements between the Registrant and each of its officers.		10-Q		001-38664		10.1		May 5, 2022
10.18*		Momentive Global Inc. Outside Director Compensation Policy.		10-Q		001-38664		10.1		August 4, 2022
10.19*		Momentive Global Inc. Executive Incentive Compensation Plan.		10-Q		001-38664		10.6		August 5, 2021
10.20*		John S. Schoenstein Sales Compensation Plan.		10-Q		001-38664		10.1		August 7, 2020
10.21		First Amendment to Lease between Bay Meadows Station 4 Investors, LLC and Momentive Inc., dated as of May 12, 2022.		10-Q		001-38664		10.2		August 4, 2022
10.22		Refinancing Facility Agreement, dated as of October 10, 2018, by and among SurveyMonkey Inc., as borrower, SVMK Inc., as guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.		8-K		001-38664		10.1		October 12, 2018
10.23		Second Amended and Restated Credit Agreement, dated as of October 10, 2018, by and among SurveyMonkey Inc., as borrower, SVMK Inc., as guarantor, the lenders party thereto and JPMorgan Chase Bank, N.A.		8-K		001-38664		10.2		October 12, 2018
21.1		List of subsidiaries of the Registrant.		10-K		001-38664		21.1		February 17, 2023
23.1		Consent of Independent Registered Public Accounting Firm.		10-K		001-38664		23.1		February 17, 2023
24.1		Power of Attorney.		10-K		001-38664		24.1		February 17, 2023
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		10-K		001-38664		31.1		February 17, 2023
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		10-K		001-38664		31.2		February 17, 2023
31.3		Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith
31.4		Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith
32.1†		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		10-K		001-38664		32.1		February 17, 2023

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Indicates management contract or compensatory plan.

	Momentive Global Inc.
Date: April 14, 2023	By:	/s/ Richard E. Sullivan Jr.
		Richard E. Sullivan Jr.
		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Signature		Title		Date
/s/ ALEXANDER J. LURIE		Chief Executive Officer and Director		April 14, 2023
ALEXANDER J. LURIE		(Principal Executive Officer)
/s/ RICHARD E. SULLIVAN, JR.		Chief Financial Officer		April 14, 2023
RICHARD E. SULLIVAN, JR.		(Principal Financial Officer)
/s/ CHERIE BUNTYN		Chief Accounting Officer and Controller		April 14, 2023
CHERIE BUNTYN		(Principal Accounting Officer)
*		Chair of the Board of Directors		April 14, 2023
DAVID A. EBERSMAN
*		Director		April 14, 2023
LAUREN ANTONOFF
*		Director		April 14, 2023
SUSAN L. DECKER
*		Director		April 14, 2023
DANA L. EVAN
*		Director		April 14, 2023
RYAN FINLEY
*		Director		April 14, 2023
SAGAR GUPTA
*		Director		April 14, 2023
ERIKA H. JAMES
*		Director		April 14, 2023
SHERYL K. SANDBERG
*		Director		April 14, 2023
BENJAMIN C. SPERO

By:	/s/ Richard E. Sullivan Jr.
	Richard E. Sullivan Jr.
	Attorney-in-Fact