GPRO DEF 14A Report ended Dec. 31, 2019

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under § 240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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•	Proposal No. 1 – Election of Directors. Each director will be elected by a plurality of the votes cast, which means that the nine individuals nominated for election to the board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or any of the nominees or “WITHHOLD” your vote with respect to one or any of the nominees.

•	Proposal No. 2 – Ratification of Appointment of Independent Registered Accounting Firm. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.

•	Proposal No. 3 - Advisory Vote to Approve Executive Compensation. Approval, on a non-binding advisory basis, of our executive compensation of our Named Executive Officers (“ NEOs ”), will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.

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vote via the Annual Meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GPRO2020 , where stockholders may vote and submit questions during the meeting. The Annual Meeting starts at 10:00 a.m. (Pacific Time) on June 2, 2020. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com ;

•	vote via telephone or Internet—in order to do so, please follow the instructions shown on your proxy card; or

•	vote by mail—complete, sign and date the proxy card enclosed herewith and return it before the Annual Meeting in the envelope provided.

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•	delivering to the Corporate Secretary of GoPro (by any means) a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again by telephone or Internet; or

•	attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

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•	reviews the financial information which will be provided to stockholders and others;

•	reviews our system of internal controls by consulting with management, our internal compliance team and the independent registered public accounting firm and monitors compliance with these processes;

•	appoints, retains and oversees the independence and performance of the independent registered public accounting firm;

•	oversees our accounting and financial reporting processes and the audits of our financial statements;

•	pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm;

•	reviews and provides oversight regarding our policies with respect to risk assessment and risk management; and

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•	reviews related party transactions and proposed waivers of our Code of Business Conduct and Ethics.

•	reviews and determines the compensation of our Chief Executive Officer, executive officers and other executives reporting to the Chief Executive Officer;

•	administers our equity incentive plans; and

•	establishes and reviews general policies relating to compensation and benefits of our employees.

•	provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

•	review and assess our current director policies and practices, Chief Executive Officer and other executive officer compensation policies and practices and equity profile relative to market practices (with director compensation review done for the benefit of the nominating and governance committee, which per its charter has responsibility for director compensation review and recommendation);

•	review and assess our current executive compensation program relative to market to identify any potential changes or enhancements to be brought to the attention of the compensation and leadership committee; and

•	review market practices on employee stock purchase plans and other equity programs.

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•	identifies, evaluates and recommends nominees to our board of directors and committees of our board of directors;

•	conducts searches for appropriate directors;

•	evaluates the performance of our board of directors;

•	considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees and related compensation (and was assisted in its 2019 director compensation review by Compensia);

•	reviews developments in corporate governance practices;

•	evaluates the adequacy of our corporate governance practices and reporting; and

•	makes recommendations to our board of directors concerning corporate governance matters.

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(1)	Member of the audit committee. Ms. Zalaznick will be rotating off the audit committee in early May 2020.

(2)	Member of the nominating and governance committee

(3)	Member of the compensation and leadership committee

†	Lead Independent Director

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•	provide fair compensation commensurate with the work required to serve on our Board;

•	be aligned with compensation paid to directors at our peer group companies and reflect the size, scope and complexity of GoPro;

•	align directors' interests with the interests of our stockholders; and

•	to be easily understood and communicated - both to the directors and to our stockholders.

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(1)	The amounts reported in this column represent the aggregate grant date value of RSUs or option awards, as applicable, made to directors in 2019 computed in accordance with FASB ASC Topic 718.

(2)	As noted above, in 2019 GoPro amended our Director Compensation Policy. Beginning with the 2019 Annual Meeting, board members no longer receive annual stock option awards.

(3)

On June 04, 2019, each non-employee member of our Board received an award of 28,510 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 02, 2020, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on each vesting date. As of December 31, 2019 14,255 of the RSUs remained unvested for each board member. In the event of a change in control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested.

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(1)	Consists of options to purchase 95,000 shares of Class B common stock under an option award granted pursuant to our 2010 Plan and 94,325 shares of Class A common stock under option awards granted pursuant to our 2014 Plan.

(2)	Consists of options to purchase 17,234 shares of Class B common stock under an option award granted pursuant to our 2010 Plan and 100,374 shares of Class A common stock under option awards granted pursuant to our 2014 Plan.

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(1)	“Audit fees” include fees for audit services primarily related to the audit of our annual financial statements and internal control over financial reporting; the review of our quarterly financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; and audit services provided in connection with other statutory and regulatory filings.

(2)	“Tax fees” include fees for tax compliance, advice and planning. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal, state and international income tax matters, transfer pricing, international tax structure planning, assistance with indirect sales tax and assistance with tax audits.

(3)	“All other fees” include fees for products and services, namely software subscription fees.

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•	each stockholder known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock;

•	each of our directors;

•	each of our named executive officers (“ NEOs ”); and

•	all directors and executive officers as a group.

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*	Represents beneficial ownership of less than 1% of our outstanding shares of common stock of the designated class of security or less than 1% of the Total Voting Power, as applicable.

(1)	Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.

(2)

Consists of (i) 23,720,830 shares of Class B common stock held by the Woodman Family Trust under Trust Agreement dated March 11, 2011 of which Nicholas Woodman and Jill Woodman are co-trustees, (ii) 1,299,650 shares of Class B common stock held by Mr. Woodman's 2018 GRAT, (iii) 1,299,650 shares of Class B common stock held by the 2018 GRAT for Mr. Woodman's spouse, (iv) 1,250,000 shares of Class B common stock held by Mr. Woodman's 2019 GRAT, (v) 1,250,000 shares of Class B common stock held by the 2019 GRAT for Mr. Woodman's spouse, (vi) 67,727 shares of Class A common stock held by Mr. Woodman and (vii) 25,237 shares of Class A common stock subject to performance stock units held by Mr. Woodman that may settle within 60 days of March 31, 2020. As a co-trustee, Mr. Woodman may be deemed to have shared voting and investment power over the shares owned by the Woodman Family Trust. Mr. Woodman is the sole trustee of all four (4) GRATs.

(3)	Consists of 17,822 shares of Class A common stock held by Mr. Ahmad-Taylor and (ii) 36,338 shares of Class A common stock subject to options held by Mr. Ahmad-Taylor that are exercisable within 60 days of March 31, 2020.

(4)

Consists of (i) 668 shares of Class A common stock held by Mr. Goldman, (ii) 64,329 shares of Class A common stock held in the Goldman-Valeriote Family Trust, (iii) 94,325 shares of Class A common stock subject to options held by Mr. Goldman that are exercisable within 60 days of March 31, 2020, and (iv) 95,000 shares of Class B common stock subject to options held by Mr. Goldman that are exercisable within 60 days of March 31, 2020. Kenneth Goldman and Susan Valeriote are co-trustees and have shared voting and investment power over the shares owned by the Goldman-Valeriote Family Trust.

(5)

Consists of (i) 120,391 shares of Class A common stock held in the Peter and Marie-Helene Gotcher Family Trust, (ii) 100,374 shares of Class A common stock subject to options held by Mr. Gotcher that are exercisable within 60 days of March 31, 2020, and (iii) 17,234 shares of Class B common stock subject to options held by Mr. Gotcher that are exercisable within 60 days of March 31, 2020. Mr. Gotcher is the President of The Peter and Marie-Helene Gotcher Family Trust.

(6)	Consists of (i) 57,641 shares of Class A common stock held by Mr. Lanzone, and (ii) 23,175 shares of Class A common stock subject to options held by Mr. Lanzone that are exercisable within 60 days of March 31, 2020.

(7)	Consists of (i) 99,719 shares of Class A common stock held by the Lurie-Volgelsong Revocable Living Trust, and (ii) 105,913 shares of Class A common stock subject to options held by Mr. Lurie that are exercisable within 60 days of March 31, 2020. Mr. Lurie and his spouse are co-trustees of the Lurie-Volgelsong Revocable Living Trust.

(8)	Consists of (i) 55,133 shares of Class A common stock held by Ms. Lyne, and (ii) 73,736 shares of Class A common stock subject to options held by Ms. Lyne that are exercisable within 60 days of March 31, 2020.

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(9)	Consists of (i) 46,571 shares of Class A common stock held by the Frederic K. Welts, Jr. Living Trust, and (ii) 55,400 shares of Class A common stock subject to options held by Mr. Welts that are exercisable within 60 days of March 31, 2020. Mr. Welts is the sole trustee and beneficiary of the Frederic K. Welts, Jr. Living Trust.

(10)	Consists of (i) Consists of (i) 63,578 shares of Class A common stock held by Ms. Zalaznick and Phelim Dolan and (ii) 93,543 shares of Class A common stock subject to options held by Ms. Zalaznick that are exercisable within 60 days of March 31, 2020.

(11)

Consists of (i) 276 shares of Class A common stock held by Mr. McGee's spouse, and (ii) 5,858 shares of Class A common stock held by Mr. McGee, (iii) 373,701 shares of Class A common stock subject to options held by Mr. McGee that are exercisable within 60 days of March 31, 2020, and (iv) 2,239 shares of Class A common stock subject to performance stock units held by Mr. McGee that may settle within 60 days of March 31, 2020.

(12)

Consists of (i) 122,540 shares of Class A common stock subject to options held by Ms. Saltman that are exercisable within 60 days of March 30, 2020, (ii) 22,367 shares of Class A common stock subject to restricted stock units held by Ms. Saltman that may settle within 60 days of March 31, 2020, and (iii) 1,221 shares of Class A common stock subject to performance stock units held by Ms. Saltman that may settle within 60 days of March 31, 2020.

(13)

Consists of: (i) 71,699 shares of Class A common stock held by Mr. Jahnke, (ii) 43,391 shares of Class A common stock subject to subject to options held by Mr. Jahnke that are exercisable within 60 days of March 31, 2020, (iii) 9,600 shares of Class B common stock subject to options held by Mr. Jahnke that are exercisable within 60 days of March 31, 2020, and (iv) 1,425 shares of Class A common stock subject to performance stock units held by Mr. Jahnke that may settle within 60 days of March 31, 2020.

(14)	Mr. Barna terminated his employment with the Company on November 20, 2019. As of March 31, 2020, Mr. Barna no longer holds any Class A or Class B common stock of the Company.

(15)

Consists of (i) 671,412 shares of Class A common stock, (ii) 28,820,130 shares of Class B common stock, (iii) 1,122,436 shares of Class A common stock subject to options that are exercisable within 60 days of March 31, 2020, (iv) 22,367 shares of Class A common stock subject to restricted stock units that may settle within 60 days of March 31, 2020, (v) 30,122 shares of Class A common stock subject to performance stock units that may settle within 60 days of March 31, 2020, and (vi) 121,834 shares of Class B common stock subject to options that are exercisable within 60 days of March 31, 2020.

(16)	Consists of 23,720,830 shares of Class B common stock held by the Woodman Family Trust under Trust Agreement dated March 11, 2011 of which Nicholas Woodman and Jill Woodman are co-trustees. As a co-trustee, Mr. Woodman may be deemed to have shared voting and investment power over the shares owned by the Woodman Family Trust.

(17)	Based on a Schedule 13G Amendment No. 3 filing made on February 5, 2020. Consists of 8,609,036 shares of Class A common stock held by BlackRock, Inc. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055 .

(18)	Based on a Schedule 13G Amendment No. 4 filing made on February 12, 2020. Consists of a total of 11,019,801 shares of Class A common stock held by The Vanguard Group - 23-1945930. The address for The Vanguard Group - 23-1945930 is 100 Vanguard Blvd., Malvern, PA 19355.

(19)	Based on a Schedule 13G Amendment No. 2 filing made on February 14, 2020. Consists of 12,668,519 shares of Class A common stock held by Prentice Capital Management, LP. The address for Prentice Capital Management is 100 West Putnam Avenue-Slagle House, Greenwich, CT 06830.

(20)	Based on a Schedule 13G filing made on January 31, 2020. Consists of 6,374,110 shares of Class A common stock held by JP Morgan Chase & Co. The address for JP Morgan Chase & Co. is 383 Madison Avenue, New York NY 10179.

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•	Align executive compensation with the achievement of our business objectives and financial performance;

•	Motivate our executive officers to take actions that enhance long-term stockholder value; and

•	Enable us to attract, reward and retain our executive officers who contribute to our success.

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1.	Elements of Our Executive Compensation Program sets forth our executive compensation philosophy and describes the programs, policies and practices we apply and use to support achievement of our corporate goals and performance objectives.

2.	Further Considerations for Setting Executive Compensation discusses, among other things, the role of our compensation and leadership committee, compensation consultants, compensation peer group, and the impact of tax and accounting considerations.

3.	Business Highlights for 2019 summarizes our business results that impacted our 2019 executive compensation decisions.

4.	Executive Compensation Decisions for 2019 explains the compensation decisions that were made for 2019 based on our corporate results.

5.	Severance and Change in Control Arrangements discusses employment agreements and policies associated with our current and departing executives.

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•	Nicholas Woodman, our Chief Executive Officer and Chairman of our board of directors;

•	Brian McGee, our Executive Vice President, Chief Financial Officer since February 2, 2018; and since February 3, 2020 our Executive Vice President, Chief Financial Officer and Chief Operating Officer;

•	Dean Jahnke, our Vice President, Global Sales since June 2018; and

•	Eve Saltman, our Vice President, Corporate/Business Development, General Counsel and Secretary, since March 29, 2018.

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•	the recommendations of our Chief Executive Officer (except with respect to his own compensation), with the advice of our Chief People Officer;

•	our financial and other objective elements of corporate performance;

•	our corporate and individual achievements against one or more short-term and long-term performance objectives;

•	the individual performance of each executive officer against his or her business objectives;

•	a review of the relevant competitive market analysis prepared by its compensation consultant (as described below);

•	the expected future contribution of the individual executive officer;

•	historical compensation decisions we have made regarding our executive officers; and

•	internal pay equity based on the impact on our business and performance.

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•	researched, analyzed and developed a proposed compensation peer group;

•	provided advice with respect to compensation best practices, regulatory developments and market trends for executive officers and members of our board of directors;

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•	conducted an analysis of long-term incentive equity practices currently used by our compensation peer group and advised on the design of our long-term incentive plans;

•	conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers;

•	conducted an analysis of the levels of overall compensation and each element of compensation for the members of our board of directors;

•	provided design advice on our annual Executive Bonus Plan; and

•	provided ad hoc advice and support throughout the year.

•	the comparability of the company’s primary sales channels, including via the Internet;

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•	the company’s consumer products and/or business services focus;

•	the comparability of the company’s operating history;

•	the comparability of the company’s organizational complexities and growth attributes;

•	the stage of the company’s maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and

•	the comparability of the company’s operational performance (for consistency with our strategy and future performance expectations).

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•	upon our IPO, when the 2014 Plan became effective, our board of directors delegated to the compensation and leadership committee the express authority to administer our 2014 Plan, including the authority to grant awards under the 2014 Plan;

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our board of directors has delegated to the equity management committee (a committee consisting solely of our Chief Executive Officer) the non-exclusive authority to grant equity awards under the 2014 Plan to employees below the level of executive staff vice president where the awards fall within standard guidelines approved by the compensation and leadership committee and subject to a limitation on the number of shares of our common stock that may be granted in any year;

•	equity awards approved by the management committee will be periodically granted on the 15 th day of February, May, August or November;

•	all equity awards granted outside the equity management committee guidelines or to our employees at or above the level of vice president who serve on the Company’s executive staff must be approved by the compensation and leadership committee; and

•	all equity awards to the non-employee members of our board of directors will be granted automatically in accordance with the terms of our Director Compensation Policy.

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•

In 2019, we released the HERO8 Black and MAX cameras which have redefined what's possible with a GoPro camera. HERO8 Black reinvents the HERO camera with its lighter, sleeker design, with folding mounting fingers, expansion mods and HyperSmooth 2.0. MAX is like having three cameras in one: a maximum-stabilized single-lens HERO camera, a dual lens spherical camera and a high-performance vlogging camera, with all modes benefiting from MAX HyperSmooth making MAX the most stabilized camera at any price point in all of digital imaging.

•	In July, we combined the GoPro and Quik Apps into one mobile editing experience. We integrated the best of the Quik video editing app into the GoPro app to create a single app experience for the GoPro user. As a result, usage of the GoPro App’s automatic editing tools grew 400% year-over-year in the fourth quarter of 2019.

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Throughout 2019, we focused on expanding the value and awareness of our Plus offerings, which led to 69% year-over-year growth in paying Plus subscribers. Our efforts included the introduction and international roll-out of new benefits for the Plus Subscriber, including unlimited cloud storage of original quality videos and photos, no-questions asked damaged camera replacement, and discounts on GoPro accessories.

•	For the second consecutive year, we deepened the relationship with our global community by including them in the launch of HERO8 Black and MAX with the Million Dollar Challenge, showcasing the passions and talents of our community and rewarding 45 creators with an equal share of $1 million. We received 42,000 video submissions, an increase of 68% vs. last year’s Million Dollar Challenge.

•	We achieved revenue growth and non-GAAP profitability for the year.

•	GoPro revenue for the full year 2019 was $1.195 billion, up 4% year-over-year.

•	GoPro’s adjusted EBITDA for the full year 2019 was $72 million, a 230% increase year-over-year.

•	We successfully completed the move of our U.S.-bound camera production to Guadalajara, Mexico.

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•	In April, GoPro’s YouTube channel surpassed 2 billion cumulative views, and GoPro’s content achieved all-time highs in 2019, with more than 2 million organic views per day across all channels in 2019, 737 million organic, non-paid views in total, an increase of 29% year-over-year.

•	GoPro gained more than four million new social followers in 2019, growing its total following to 42.8 million across all platforms.

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(1)

Mr. McGee’s annual base salary for 2019 is the weighted average of his $500,000 annual base salary from January 1, 2019, to October 17, 2019, and his $525,000 annual base salary from October 18, 2019, to December 31, 2019. Mr. McGee’s annual target bonus opportunity (in dollars) for 2019 reflects his target bonus opportunity (as a percentage of base salary) for 2019 multiplied by his weighted average base salary over 2019.

(2)	Mr. Barna’s annual base salary reflects the actual compensation he received during his 2019 employment, and Mr. Barna's actual target bonus opportunity (expressed as a percentage of base salary), in each case, prior to the termination of his employment in November 2019. However, Mr. Barna ceased to be eligible to receive any bonus upon the termination of his employment in November 2019.

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(1)	Net revenue would be calculated by our finance department and verified by our executive management, subject to certification and final approval by our compensation and leadership committee.

(2)	Pre-tax profit/loss would be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible charges, and other one-time charges as appropriate but includes bonus expense (including bonus payments under this 2019 Executive Bonus Plan).

(3)	Net profit would be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible changes, and other one-time charges as appropriate but includes non-GAAP taxes and bonus expense (including bonus payments under this 2019 Executive Bonus Plan).

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(1)	Each NEO's annual target bonus opportunity (in dollars) for 2019 reflects his or her target bonus opportunity (as a percentage of base salary) for 2019 multiplied by his or her weighted average base salary over 2019.

(2)	Mr. Barna's actual bonus payment and percentage of target annual cash bonus opportunity for 2019 are listed as zero because he ceased to be eligible to receive any bonus upon the termination of his employment in November 2019.

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Cash Severance. We will pay the participant a cash lump sum equal to 12 months of the participant’s base salary (less applicable deductions and withholding), as in effect immediately prior to the participant’s termination by GoPro or, in the case of voluntary termination by the participant with good reason (as defined in the policy), immediately prior to the occurrence of the event constituting good reason.

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COBRA Payments. Subject to the participant timely electing coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), we will continue to pay the employer portions of such insurance premiums for the participant and/or his or her eligible dependents, as applicable, for up to 12 months following the participant’s termination. Such COBRA subsidies will cease, however, if a participant becomes eligible for comparable group medical, dental and/or vision insurance coverage under the plan(s) of a subsequent employer, or if the participant otherwise ceases to receive COBRA coverage under our plan(s), before the end of the aforementioned 12-month period.

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(2)

The amounts reported in this column represent the aggregate grant date fair value of option awards made to each NEO in 2019, 2018 and 2017 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the option awards reported in the Option Awards column are set forth in Note 6 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020. Note that the amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by the NEO.

(3)	The amounts reported in this column represent the NEO’s annual cash bonus awards, which for 2019, 2018 and 2017, we awarded under the 2019 Executive Bonus Plan, the 2018 Executive Bonus Plan, and the 2017 Executive Bonus Plan, respectively, based on the compensation and leadership committee’s determination of individual and overall company performance.

(4)	Represents the value of corporate merchandise.

(5)	In January 2018, our CEO volunteered to forego salary and bonus for 2018 and entered into a waiver agreement for which he would receive a nominal salary of $1 and no 2018 target cash bonus opportunity. In connection with our 2018 results, the compensation and leadership committee reinstated Mr. Woodman's base salary and target opportunity effective January 1, 2019.

(6)	Effective as of February 3, 2020, Mr. McGee was promoted to Executive Vice President, Chief Financial Officer and Chief Operating Officer.

(7)	Mr. Jahnke was promoted to Vice President, Global Sales in June 2018 and designated by the Board as an executive officer on February 4, 2019.

(10)	Mr. Barna resigned as our Senior Vice President, Chief Technology Officer effective on November 20, 2019.

(11)	Represents $16,646 for an additional spot bonus, $8,652 under the employee annual bonus plan, $11,000 in matching 401(k) account contributions, $1,000 in charitable contribution matching and $176 in value of corporate merchandise.

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(1)

As set forth under the 2019 Executive Bonus Plan, the threshold amount represents corporate financial performance of (i) achievement of net revenue at $1.17 billion and (ii) achievement of pre-tax profit/loss of $15 million, which, together, would result in an overall plan funding level of 25% (and individual bonus payouts at 25% of annual target bonus opportunities for 2019, subject to adjustment by the compensation and leadership committee).

(2)

As set forth under the 2019 Executive Bonus Plan, the maximum amount represents corporate financial performance of (i) achievement of net revenue at $1.24 billion and (ii) achievement of pre-tax profit/loss of $53 million, which, together, would result in an overall plan funding level of 150% (and individual bonus payouts at 150% of annual target bonus opportunities for 2019, subject to adjustment by the compensation and leadership committee).

(3)	The amounts in these columns represent the threshold, target, and maximum number of shares that may be earned and vest with respect to performance-based restricted stock units granted during fiscal 2019.

(4)

The amounts reported in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The grant date fair value for PSU awards was computed based on achievement of the PSU awards’ performance at 100% of the target number of shares granted, which was the probable outcome of the performance conditions on the grant date. The grant date fair value for both RSUs and PSUs was determined to be equal to the closing price of our Class A common stock on date of grant. The assumptions used in calculating the grant date fair value of the option awards reported in the Option Awards column are set forth in Note 6 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14,

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(5)	Mr. McGee’s estimated future payouts under the 2019 Executive Bonus Plan reflect his weighted - average base salary over 2019.

(6)

The PSUs granted on May 15, 2019, are scheduled to vest between February 15, 2020, and February 15, 2022, subject to the satisfaction of the performance condition for the performance period beginning on January 01, 2019, and ending on December 31, 2019, as determined by the compensation and leadership committee. If the Minimum (Threshold) Revenue Hurdle is determined by the compensation and leadership committee not to have been achieved, none of the shares under the PSU awards will be earned or vest and the PSU awards will be forfeited in their entirety for no value. If the Minimum (Threshold) Revenue Hurdle, Target Revenue Hurdle or Maximum Revenue Hurdle are determined to by the compensation and leadership committee to have been achieved the PSUs earned will be determined according to the following Revenue Hurdle Schedule.

(7)	One-fourth of the total RSUs granted vest on February 15, 2020, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company.

(8)

One-fourth of the total options granted vest on February 15, 2020, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between the participant and the Company.

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(1)

Represents the fair market value of a share of our Class A or Class B common stock, as applicable. For options granted pre-IPO, market value of our common stock was determined by our board of directors on the date of grant. For options granted after our IPO, market value is the closing price of our Class A common stock on the date of grant. See Note 6 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, for a discussion of the valuation of our Class A common stock.

(2)

The amounts in these columns represent shares of restricted stock units with service-based vesting requirements, including PSUs for which the performance conditions have been satisfied but are subject to additional time-based service requirements. The PSUs for which the performance conditions have been satisfied continue to be denoted as "PSUs" in these columns for reference. The share numbers and values for the 2019 PSUs for which the performance conditions have been met reflect a downward adjustment to 55% of the original target shares based on the goal metric certification by the compensation and leadership committee on February 18, 2020.

(3)

After the number of earned PSUs was determined by the compensation and leadership committee on February 18, 2020, 1/3rd of the earned PSUs vested on February 18, 2020, and the remaining earned PSUs will vest quarterly on the 15th of each of February, May, August and November, until the PSUs are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company.

(4)	One-fourth of the total options granted vested on September 28, 2016, and an additional 1/48th vested monthly thereafter until the option was fully vested.

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(5)	One-fourth of the total RSUs granted vested on February 15, 2017, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(6)

One-fourth of the total options granted vested on February 3, 2017, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(7)	One-sixth of the total RSUs granted vested on August 15, 2017, and an additional 1/6th will vest semi-annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(8)

One-sixth of the total options granted vested on August 15, 2017, and an additional 1/36th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(9)	One-fourth of the total RSUs granted vested on February 15, 2019, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company.

(10)

One-fourth of the total options granted vested on February 15, 2019, and an additional 1/48th will vest monthly thereafter, until the options are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and service agreement between the participant and the Company.

(11)	One-fourth of the total RSUs granted will vest February 15, 2020, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to the participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the participant and the Company.

(12)

One-fourth of the total options granted will vest on February 15, 2020, and an additional 1/48th will vest monthly thereafter, until the options are fully vested, subject to the participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and service agreement between the participant and the Company.

(13)

One-fourth of the total options granted vested on March 31, 2015, and an additional 1/48th vested monthly thereafter until the option was fully vested. Mr. Jahnke received this stock option award on May 01, 2014, prior to our IPO under the 2010 Plan. All options under the 2010 Plan entitle the option holder to conduct a cash exercise and request that out Class B common stock be issued to settle the exercise. Any other exercise type, and a cash exercise absent such a request, would be settled in our Class A common stock.

(14)	One-fourth of the total RSUs granted vested on August 15, 2017, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to Mr. Jahnke’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Jahnke and the Company.

(15)

One-fourth of the total options granted vested on August 15, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. Jahnke’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Jahnke and the Company.

(16)	One-sixth of the total RSUs granted vested on August 15, 2018, and an additional 1/6th will vest semi-annually thereafter until the units are full vested, subject to Mr. Jahnke’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Jahnke and the Company.

(17)	One-fourth of the total options granted vested on March 29, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company.

(18)	One-fourth of the total RSUs granted vested on April 15, 2019, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company.

(19)

Mr. Barna resigned as our Senior Vice President, Chief Technology Officer effective on November 20, 2019. All unvested stock options, RSUs and PSUs were forfeited at termination of employment. Vested, outstanding stock options have the standard 3-month post-termination of employment grace period in which to be exercised; if not exercised, the vested, outstanding stock options will be cancelled on February 20. 2020.

(20)

One-fourth of the total options granted vested on September 22, 2016, and an additional 1/48 th will vest monthly thereafter until the options are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(21)

One-fourth of the total options granted vested on February 26, 2017, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Barna and the Company.

(22)	One-fourth of the total options granted vested on June 15, 2017, and an additional 1/24th vested monthly thereafter until the option was fully vested.

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•	a single lump sum payment equal to the sum of 12 months of his then-current base salary and target bonus (assuming a 150% achievement threshold);

•	an additional payment equal to the pro-rata portion of his actual target bonus for the year of his termination of employment; and

•	continuation of COBRA benefit s for 12 months following his termination of employment (or if applicable law requires otherwise, a lump sum payment equal to that amount).

•	a single lump sum payment equal to the sum of 24 months of his then-current base salary and target bonus (assuming a 150% achievement threshold);

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•	an additional payment equal to the pro-rata portion of his actual target bonus for the year of his termination of employment;

•	full accelerated vesting of all the shares of our common stock subject to his then-outstanding and unvested equity awards, if any; and

•	continuation of benefits under COBRA for 18 months following his termination of employment (or if applicable law requires otherwise, a lump sum payment equal to that amount).

•	12 months of his then-current base salary;

•	100% of his target annual bonus;

•	$3,000 per month for 12 months in lieu of employee benefits; and

•	all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Mr. McGee, including awards that would otherwise only vest upon satisfaction of performance criteria, will accelerate and become vested and exercisable in full immediately prior to his separation from service.

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•	12 months of his then-current base salary;

•	100% of his target annual bonus;

•	$3,000 per month for 12 months in lieu of employee benefits; and

•	all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Mr. Jahnke, including awards that would otherwise only vest upon satisfaction of performance criteria, will accelerate and become vested and exercisable in full immediately prior to his separation from service.

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•	12 months of her then-current base salary;

•	100% of her target annual bonus;

•	$3,000 per month for 12 months in lieu of employee benefits; and

•	all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Ms. Saltman, including awards that would otherwise only vest upon satisfaction of performance criteria, would accelerate and become vested and exercisable in full immediately prior to her separation from service.

(1)

The value of the accelerated vesting of outstanding and unvested equity awards has been calculated based on the closing market price of our Class A common stock on Nasdaq on December 31, 2019, which was $4.34 per share, less, if applicable, the exercise price of each outstanding and unvested stock option. PSUs subject to accelerated vesting upon a qualifying termination of 100% of eligible unvested

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(2)	This amount is cost of COBRA continuation based on Mr. Woodman's 2019 medical, dental and vision benefits costs.

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(1)	Includes our 2010 Plan, grants assumed under the Sparrow Acquisition Plan (“ SAP Plan ”), and our 2014 Plan. Excludes purchase rights accruing under our 2014 Employee Stock Purchase Plan.

(2)	The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs or PSUs, because these award types have no exercise price.

(3)

There are no shares of common stock available for issuance under our 2010 Plan or under the SAP Plan, but those plans will continue to govern the terms of options or awards granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2010 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2014 Plan. In addition, the number of shares reserved for issuance under our 2014 Plan increased automatically by 5,068,787 on January 01, 2020 and will increase automatically on the first day of January of each of 2021 through 2024 by the number of shares equal to 3% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs and PSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors. There are 7,427,516 shares of Class A common stock available for issuance under the 2014 Employee Stock Purchase Plan. The number of shares reserved for issuance under our 2014 Employee Stock Purchase Plan increased automatically by 1,689,595 on January 01, 2020 and will increase automatically on the first day of January of each year during the term of the 2014 Employee Stock Purchase Plan by the number of shares equal to 1% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs and PSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors.

(4)	Excludes outstanding 4,282 RSUs that were assumed as part of an acquisition. In connection with the acquisition, GoPro has only assumed the outstanding RSUs, but not the plan itself, and therefore, no further awards may be granted under the acquired-company plan.

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•	we have been or are to be a participant;

•	the amount involved exceeds $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

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