YELP INC
10-Ks and 10-Qs
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
ý
No fee required.
¨
Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
LETTER TO OUR SHAREHOLDERS
Dear Fellow Yelp Shareholders,
In 2023, Yelp achieved one of the strongest financial performances in the company’s history through the consistent, focused execution of its product-led strategy. These results — including a number of records across our categories and channels — are a clear indication of the quality of our accelerated product development and the value advertisers find in reaching our high-intent audience. I am proud of the Yelp team's consistent innovation and their unwavering commitment to our mission of connecting people with great local businesses.
Initiatives to Drive Long-term, Profitable Growth
. By further differentiating the Services product experience and increasing the percentage of monetized leads in our Services categories, we delivered record advertising revenue from Services businesses in 2023. Our most efficient sales channels, Self-serve and Multi-location, grew approximately 20% and 15% year over year, respectively. Upgrades to our ad system and technology drove a 5% year-over-year increase in ad clicks as users interacted with even more relevant content. Our execution of these strategic initiatives drove a record $1.34 billion of net revenue with $99 million of net income and $330 million of adjusted EBITDA
1
in 2023.
Trusted Content
. To support the growth of the trusted content that forms the basis of our business, we introduced new visual and interactive ways for our users to contribute and engage with content on Yelp. Product enhancements such as our introduction of review topics, which suggest helpful topics for contributors to cover in their reviews, led to an 8% year-over-year increase in cumulative reviews. We also detailed the significant measures we take to maintain the integrity and quality of our content in our fourth annual Trust Safety Report.
2
Broad-based Local Ad Platform
. We continued to enhance our ad products and system, rolling out nearly 40 product features and updates to help consumers more effortlessly discover and connect with great local businesses. These improvements, along with our high-intent audience, generated robust advertiser demand across a broad range of categories in 2023.
ESG
. We continued to enhance our ESG disclosures with the release of our 2023 ESG Report.
3
In addition to detailing our efforts and impact in key areas, we announced our goal to reduce our carbon footprint to net zero by 2031. These disclosures — as well as our commitment to strong governance practices generally — are informed by shareholder feedback and reflect our dedication to responsible and sustainable business practices.
Prudent Capital Allocation
. We repurchased $200 million worth of shares in 2023, bringing our cumulative repurchases to nearly $1.4 billion as of December 31, 2023. We have continued to repurchase shares into 2024 and plan to continue doing so, subject to market and economic conditions. In February 2024, our Board of Directors authorized the repurchase of an additional $500 million worth of shares.
On behalf of our Board of Directors and management team, we cordially invite you to attend the 2024 Annual Meeting of Stockholders, which will be conducted by live audio webcast on June 13, 2024 at 9:00 a.m. (Pacific time). Details on how to join the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
1
Adjusted EBITDA is not calculated under accounting principles generally accepted in the United States (“GAAP”). For information on how we define and calculate adjusted EBITDA, and a reconciliation of this non-GAAP financial measure to net income, see
Appendix A
.
2
Available at trust.yelp.com. Content available at websites and in documents referenced in this letter are not incorporated herein and are not part of this Proxy Statement.
3
Available at yelp-ir.com/ESG-investors.
We look forward to your participation and, as always, we sincerely appreciate your continued support and interest in Yelp.
Sincerely,
Diane Irvine
Chair, Board of Directors
Yelp Inc.
YELP INC.
350 Mission Street, 10
th
Floor
San Francisco, California 94105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 13, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of YELP INC., a Delaware corporation (the “Company”). The Annual Meeting will be held on Thursday, June 13, 2024 at 9:00 a.m. (Pacific time).
As in past years, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/YELP2024.
At the Annual Meeting, stockholders will vote on the following matters:
1.
To elect the nine nominees for director named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2025 Annual Meeting of Stockholders.
2.
To ratify the selection by the Audit Committee of the Board of Directors of Deloitte Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024.
3.
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
4.
To conduct any other business properly brought before the Annual Meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is April 15, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or at any adjournment thereof.
A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day prior to the meeting at our headquarters at 350 Mission Street, 10
th
Floor, San Francisco, California 94105. If you would like to view the list, please contact us to schedule an appointment by calling (415) 908-3801 or emailing ir@yelp.com.
We look forward to your attendance at our Annual Meeting.
By Order of the Board of Directors
Aaron Schur
Corporate Secretary
San Francisco, California
April 25, 2024
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You are cordially invited to attend and participate in the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote your shares if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you may need to obtain a legal proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on June 13, 2024 via a live audio webcast at www.virtualshareholdermeeting.com/YELP2024 at 9:00 a.m. Pacific time.
The Proxy Statement and Annual Report are available at www.proxyvote.com.
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PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
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i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement and other materials we are sending you or that are available on our website in connection with our
2024 Annual Meeting of Stockholders
(“Other Materials”) contain forward-looking statements that involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Proxy Statement and the Other Materials, including statements regarding our plans and strategies in 2024 as well as our plans, goals and priorities related to environmental, social and governance matters, that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements.
These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Furthermore, such forward-looking statements speak only as of the date of this Proxy Statement. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
ii
PROXY STATEMENT SUMMARY
We are providing you with these proxy materials because the Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting.
This summary highlights certain information contained in this Proxy Statement, but does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement carefully before voting.
| 1 | Election of Directors |
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| The Board recommends a vote FOR all of the named nominees. | ||||||||||||||
Director Nominees
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Diane Irvine
INDEPENDENT CHAIR
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Director Since:
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November 2011
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Committees:
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Audit (Chair)
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Nominating Corporate Governance
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Fred D. Anderson, Jr.
INDEPENDENT
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Director Since:
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February 2011
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Committees:
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Audit
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Compensation (Chair)
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Christine Barone
INDEPENDENT
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Director Since:
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March 2020
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Committees:
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Audit
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Robert Gibbs
INDEPENDENT
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Director Since:
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May 2012
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Committees:
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Audit
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Nominating Corporate Governance (Chair)
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Dan Jedda
INDEPENDENT
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Director Since:
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March 2024
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Sharon Rothstein
INDEPENDENT
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Director Since:
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March 2019
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Committees:
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Compensation
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Nominating Corporate Governance
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Jeremy Stoppelman, CEO | |||||||
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Director Since:
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September 2005
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Chris Terrill
INDEPENDENT
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Director Since:
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March 2022
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Committees:
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Nominating Corporate Governance
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Tony Wells
INDEPENDENT
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Director Since:
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October 2020
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Committees:
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Compensation
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1
The nominees represent a broad range of expertise, experience, viewpoints and backgrounds, as well as a mix of tenure of service on our
Board
. Please see “
Information Regarding the Board of Directors and Corporate Governance—Board of Directors
” on page
8
below for more information about the specific qualifications of the director nominees.
Corporate Governance
We are committed to corporate governance practices that promote long-term stockholder value creation. Some highlights of our governance program include:
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Maintain an independent Chairperson separate from our Chief Executive Officer
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ü
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100% independent committee members
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ü
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Majority voting with director resignation policy in uncontested elections
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ü
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Strong stockholder engagement practice
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ü
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Track record of effective Board refreshment (with five of our independent director nominees having joined in 2019 or later)
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ü
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All directors elected annually
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ü
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Proxy access for stockholders
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ü
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No
short sales, hedging, pledging, margin purchases or other inherently speculative transactions in our equity securities by directors or executive officers
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ü
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Annual say-on-pay vote
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ü
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Stock ownership guidelines for directors and executive officers
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ü
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Updated clawback policy on incentive-based cash and equity compensation for executive officers
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Please see “
Information Regarding the Board of Directors and Corporate Governance—Corporate Governance
” on page
23
below for a detailed discussion of our corporate governance practices.
2
| 2 | Ratification of Independent Registered Public Accounting Firm |
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| The Board recommends a vote FOR this proposal. | ||||||||||||||
| 3 | Advisory Vote on Executive Compensation |
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| The Board recommends a vote FOR this proposal. | ||||||||||||||
Executive Compensation Highlights
Our Board and the Compensation Committee of the Board (the “Compensation Committee”) have implemented the following compensation and governance policies and practices, among others, to establish a responsible and competitive pay program:
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☑
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What We Do | ||||
| ü |
Maintain a completely independent Compensation Committee
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Retain an independent compensation consultant
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| ü |
Structure a substantial majority of total compensation as long-term equity awards
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Set annual and long-term incentive targets based on clearly disclosed, objective performance measures
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Grant performance-based long-term equity awards that constitute a meaningful portion of equity compensation
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Employ our executive officers at will
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Provide reasonable change in control and severance benefits that do not exceed the executive officer’s annual cash compensation (i.e., base salary + cash incentive amount, if any) at the time of termination
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| ü |
Maintain stock ownership guidelines for executive officers and directors
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| ü |
Subject incentive-based cash and equity compensation to a clawback policy
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| ü | Engage with our stockholders and make changes to our executive compensation program when appropriate | ||||
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☒
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What We Do Not Do | ||||
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û
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No guaranteed
salary increases, guaranteed cash incentives or guaranteed equity compensation
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û
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No strict benchmarking of compensation
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û
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No “single-trigger” change in control cash payments or guaranteed equity acceleration
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û
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No excise tax “gross-ups” for change in control or termination benefits
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û
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No excessive perquisites or personal benefits
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û
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No pension arrangements, defined benefit retirement programs or non-qualified deferred compensation plans
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û
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No
hedging, pledging or other inherently speculative transactions in our equity securities
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û
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No stock option exchanges or repricings without stockholder approval | ||||
3
Following feedback from investors and the results of our 2022 say-on-pay vote, our Compensation Committee approved the executive compensation program set forth below for 2023, which is heavily weighted toward at-risk compensation and aligned with our corporate strategy.
2023 Executive Compensation Program
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Base Salary
•
Only element of total direct compensation not at risk
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CHIEF EXECUTIVE OFFICER
Target total direct compensation
95% At-Risk
AVERAGE OF OTHER
NAMED EXECUTIVE OFFICERS
Target total direct compensation
89% At-Risk
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Annual Cash Incentive
•
Based on pre-set corporate performance goals to ensure continued focus on short-term Company performance
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Target amount set at 50% of base salary for all named executive officers
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Payout at 0%-200% of target
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Performance-vesting Restricted Stock Units
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Comprised 50% of the target total value of each named executive officer’s equity compensation opportunity
•
50% vest based on the relative performance of our total stockholder return over a three-year period
◦
Combine a longer-term performance period and relative performance metric
◦
Require above-median performance for target payout
◦
Cap payouts at target if our absolute total stockholder return is negative
•
50% vest based on annual net revenue and adjusted EBITDA performance goals for 2023, which are key annual financial metrics aligned with our long-term strategy
◦
Four-year vesting schedule for shares that become eligible to vest based on achievement level
•
Payout at 0%-200% of target
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Restricted Stock Units
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Remaining 50% of the target total value of each named executive officer’s equity compensation opportunity
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Vest quarterly over four years
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4
ABOUT THE ANNUAL MEETING
Why am I receiving these materials?
We are providing you with these proxy materials because the Board is soliciting your proxy to vote at the Yelp Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof. As used in this Proxy Statement, references to “we,” “us,” “our,” “Yelp” and the “Company” refer to Yelp Inc. and its consolidated subsidiaries.
You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”),
are being distributed and made available on or about April 25, 2024
.
When and where will the Annual Meeting take place?
The Annual Meeting will be hel
d via a live audio webcast on Thursday, June 13, 2024 at 9:00 a.m. Pacific time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/YELP2024, whe
re you will be able to listen to the meeting live, submit questions and vote online.
Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the Internet. This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting.
As a result, our stockholders generally will not receive paper copies of our proxy materials unless they request them. We will instead send a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders of record with instructions for accessing the proxy materials and voting online or by telephone. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to have a printed set of the proxy materials. Instructions on how to access the proxy materials online or to request a printed copy may be found in the Notice.
We intend to mail the Notice on or about April 25, 2024 to all stockholders of record entitled to vote at the Annual Meeting.
How many votes do I have?
On each matter to be voted on, you have one vote for each share of common stock you owned as of April 15, 2024 (the “Record Date”).
5
What am I voting on?
There are three matters scheduled for a vote:
•
Proposal No. 1: t
he election of the nine nominees for director named in this Proxy Statement
;
•
Proposal No. 2: the ratification of the selection by the Audit Committee of the Board (the “Audit Committee”) of Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
•
Proposal No. 3: the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with SEC rules.
We will also transact any other business that may properly come before the meeting, although we are not aware of any such business as of the date of this Proxy Statement.
What are the Board’s voting recommendations?
The Board recommends that you vote your shares as follows:
•
FOR
t
he election of the nine nominees for director named in this Proxy Statement
;
•
FOR
ratification of the selection by the Audit Committee of Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
•
FOR
the advisory approval of executive compensation.
How do I vote in advance of the Annual Meeting?
Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend and vote at the Annual Meeting even if you have already voted by proxy.
If you are a stockholder of record, you may vote in any of the following ways:
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Internet
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Phone
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Mail
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Visit www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from your Notice.
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Dial toll-fre
e 1-800-690-6903 u
sing a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice.
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Complete, sign and date the proxy card and return it promptly in the envelope provided (if you requested a paper copy of the proxy materials or we elect to deliver a proxy card at a later time).
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Your vote must be received by 11:59 p.m. Eastern time on June 12, 2024 to be counted.
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Your vote must be received by 11:59 p.m. Eastern time on June 12, 2024 to be counted.
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If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you instruct.
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6
If you are a stockholder who holds shares through a brokerage firm, bank, trust or other similar organization (that is, in “street name”), you should have received a notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in that notice to ensure that your vote is counted.
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We are holding the Annual Meeting online and providing Internet voting to provide expanded access and to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your voting instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
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How do I attend and participate in the Annual Meeting?
This year’s Annual Meeting will be held entire
ly online via audio webcast. You may attend and vote at the Annual Meeting by logging in to www.virtualshareholdermeeting.com/YELP2024 and following the instructions provided. Y
ou will be asked to provide your 16-digit control number.
Stockholders may submit questions live during the meeting through our Annual Meeting website, where they will also have access to copies of this Proxy Statement and the Annual Report. During the meeting, we will answer as many questions as time permits.
We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 8:45 a.m. Pacific time. If you have technical difficulties during check-in or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/YELP2024 for assistance.
7
INFORMATION REGARDING THE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board of Directors
Our business is managed under the direction of our Board, which is presently composed of nine directors. All of our directors other than our Chief Executive Officer, Jeremy Stoppelman, are independent within the meaning of the listing standards of the New York Stock Exchange (“NYSE”).
The following table sets forth the names, ages as of April 15, 2024, and certain other information with respect to each of our nine nominees for election at the Annual Meeting:
Legend:
µ
Committee Chairperson |
l
Committee Member
8
Summary of Director Experience and Qualifications
The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by one or more of our directors as a result of their particular relevance to our business and structure. While all of these were considered by the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) in connection with this year’s director nomination process, the following matrix does not encompass all experience, qualifications, attributes or skills of our directors.
9
Biographies of Our Board Members
A brief biography of each nomine
e is set forth below. The biographies below also include information regarding the specific experience, qualifications, attributes or skills of each nominee or director that led the Nominating Committee to determine that such individual should serve as a member of the Board as of the date of this Proxy Statement. Please see “
Proposal No. 1—Election of Directors
” below for more information about the election of our directors.
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Fred D. Anderson, Jr. | ||||||||||
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Director Since:
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February 2011
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Committees:
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Audit
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Compensation (Chair)
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Fred D. Anderson, Jr.
serves as Managing Director of NextEquity Partners, a firm he co-founded in July 2015, making venture capital investments in technology and digital media companies. Mr. Anderson previously served as Managing Director of Elevation Partners, a private equity investment fund he co-founded, from July 2004 to December 2021, when the fund was fully realized and liquidated. From March 1996 to June 2004, he served as Executive Vice President and Chief Financial Officer of Apple Inc., one of the world’s largest consumer electronics companies. Prior to joining Apple, Mr. Anderson was Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc., an electronic transaction processing firm, from August 1992 to March 1996. Mr. Anderson currently serves on the board of trustees of Whittier College. Mr. Anderson holds a B.A. from Whittier College and an M.B.A. from the University of California, Los Angeles.
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Qualifications
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ü
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Extensive financial expertise from CFO positions at large, global companies
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ü
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Significant board and senior management experience at large, innovative technology companies
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ü
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Deep experience in analyzing and executing sophisticated corporate transactions
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Other Public Company Board Service
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eBay Inc. (July 2003 – June 2020)
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Move, Inc. (November 2006 – March 2012)
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Palm, Inc. (October 2007 – July 2010)
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Apple Inc. (June 2004 – September 2006)
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Christine Barone | ||||||||||
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Director Since:
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March 2020
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Committees:
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Audit
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Christine Barone
has served as Chief Executive Officer of Dutch Bros Coffee, a drive-through coffee chain, since January 2024 and as President since February 2023. She previously served as Chief Executive Officer of True Food Kitchen, a health-driven and lifestyle brand, from August 2016 to February 2023. From February 2011 to August 2016, Ms. Barone served in various roles at Starbucks Corporation, a premier roaster, marketer and retailer of specialty coffees, most recently as Senior Vice President of Food, Evenings and Licensed Stores. Prior to joining Starbucks, Ms. Barone was a Principal at Bain Company from September 2000 to February 2011. Ms. Barone holds a A.B. in Applied Mathematics from Harvard College and an M.B.A. from Harvard Business School.
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Qualifications
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ü
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Extensive leadership experience in key restaurant category
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ü
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Experience as a senior executive of major public companies
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Other Public Company Board Service
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Dutch Bros Coffee (January 2024 – present)
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10
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Robert Gibbs | ||||||||||
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Director Since:
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May 2012
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||||||||||
|
Committees:
|
Audit
|
||||||||||
|
|
Nominating Corporate Governance (Chair)
|
||||||||||
|
Robert Gibbs
has served as Partner at Bully Pulpit Interactive Media, Inc., a communications agency, since March 2020 and is a contributor on NBC and MSNBC television channels. He previously served as Executive Vice President, Global Chief Communications Officer of McDonald’s Corporation, a global food service retailer, from June 2015 to October 2019. Prior to joining McDonald’s, Mr. Gibbs was a Partner at The Incite Agency, a strategic communications firm he co-founded, from June 2013 to June 2015 and a contributor to cable news channel MSNBC from February 2013 to June 2015. Mr. Gibbs previously served as a senior campaign advisor to President Barack Obama for the 2012 presidential election from January 2012 to November 2012. From January 2009 to February 2011, he served as the 28
th
White House Press Secretary. Prior to January 2009, Mr. Gibbs was the Communications Director for then-U.S. Senator Obama and his 2008 presidential campaign. He was also the Press Secretary for then-U.S. Senator John Kerry’s 2004 presidential campaign and previously specialized in Senate campaigns, serving as Communications Director for the Democratic Senatorial Campaign Committee and for four individual Senate campaigns, including those of Mr. Obama in 2004 and U.S. Senator Fritz Hollings in 1998. Mr. Gibbs holds a B.A. in Political Science from North Carolina State University.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
Extensive media, communications and public policy experience
|
||||||||||
|
ü
|
Leadership experience in key restaurant category
|
||||||||||
|
|
Diane Irvine, Chairperson | ||||||||||
|
Director Since:
|
November 2011
|
||||||||||
|
Committees:
|
Audit (Chair)
|
||||||||||
|
Nominating Corporate Governance
|
|||||||||||
|
Diane Irvine
has served as Chairperson of the Board since September 2015. She previously served as Chief Executive Officer of Blue Nile, Inc., an online retailer of diamonds and fine jewelry, from February 2008 to November 2011, and as President from February 2007 to November 2011. She also served as Chief Financial Officer of Blue Nile from December 1999 to September 2007. From February 1994 to May 1999, Ms. Irvine served as Vice President and Chief Financial Officer of Plum Creek Timber Company, Inc., a timberland management and wood products company. From September 1981 to February 1994, Ms. Irvine served in various capacities, most recently as Partner, with Coopers Lybrand LLP, an accounting firm. Ms. Irvine holds a B.S. in Accounting from Illinois State University and an M.S. in Taxation and a Doctor of Humane Letters from Golden Gate University.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
Extensive financial expertise
|
||||||||||
|
ü
|
Significant public company board and senior management experience
|
||||||||||
|
Other Public Company Board Service
|
|||||||||||
| + |
Funko, Inc. (since August 2017)
|
||||||||||
| + |
Farfetch Limited (August 2020 – December 2023)
|
||||||||||
| + |
Casper Sleep Inc. (July 2019 – January 2022)
|
||||||||||
| + |
XO Group Inc. (November 2014 – December 2018)
|
||||||||||
| + |
Rightside Group, Ltd. (August 2014 – July 2017)
|
||||||||||
| + |
CafePress Inc. (May 2012 – May 2015)
|
||||||||||
| + |
Blue Nile, Inc. (May 2001 – November 2011)
|
||||||||||
|
Other Board Service
|
|||||||||||
| + |
D.A. Davidson Companies (since January 2018)
|
||||||||||
11
|
|
Dan Jedda | ||||||||||
|
Director Since:
|
March 2024
|
||||||||||
|
|
|||||||||||
|
Dan Jedda
has served as Chief Financial Officer of Roku, Inc., a leading television streaming platform, since May 2023. From December 2020 to April 2023, he served as Chief Financial Officer at Stitch Fix, Inc., an online personal styling service. Prior to Stitch Fix, Mr. Jedda worked at Amazon.com, Inc. from June 2005 to December 2020, most recently as Vice President and Chief Financial Officer for Digital Video (including Amazon Studios), Digital Music and the Advertising and Corporate Development organizations. Mr. Jedda holds a B.S. in Accounting and Finance from the University of St. Thomas and an M.B.A. from the University of Minnesota.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
High-growth technology experience, including over 15 years at Amazon.com
|
||||||||||
|
ü
|
Extensive financial expertise
|
||||||||||
|
|
Sharon Rothstein | ||||||||||
|
Director Since:
|
March 2019
|
||||||||||
|
Committees:
|
Compensation
|
||||||||||
|
Nominating Corporate Governance
|
|||||||||||
|
Sharon Rothstein
has served as an Operating Partner at Stripes Group, a growth equity firm, since October 2018. Prior to joining Stripes Group, she served as Executive Vice President, Global Chief Marketing Officer of Starbucks Corporation from April 2013 to February 2018. From May 2009 to March 2013, Ms. Rothstein served as Senior Vice President of Marketing at Sephora, a specialty beauty retailer. Prior to joining Sephora, Ms. Rothstein held senior marketing and brand management positions with Godiva Chocolatier, Starwood Hotels and Resorts, Nabisco Biscuit Company and Procter Gamble. Ms. Rothstein holds a Bachelor of Commerce from the University of British Columbia and an M.B.A. from the University of California, Los Angeles.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
Significant marketing expertise from positions at iconic consumer-facing companies
|
||||||||||
|
ü
|
Leadership experience in key restaurant and hospitality categories
|
||||||||||
|
Other Public Company Board Service
|
|||||||||||
| + | Block, Inc. (since January 2022) | ||||||||||
| + |
InterContinental Hotels Group PLC (since June 2020)
|
||||||||||
| + |
Afterpay Limited (from June 2020 until its acquisition by Block, Inc. in January 2022)
|
||||||||||
12
|
|
Jeremy Stoppelman, CEO | ||||||||||
|
Director Since:
|
September 2005
|
||||||||||
|
Jeremy Stoppelman
is our co-founder and has served as our Chief Executive Officer since our inception in 2004. Prior to founding Yelp, Mr. Stoppelman held various engineering roles at PayPal, Inc., an online payment company, from February 2000 to June 2003, most recently serving as Vice President of Engineering. Prior to PayPal, Mr. Stoppelman was a software engineer at Excite@Home, an Internet company, from August 1999 to January 2000. He holds a B.S. in Computer Engineering from the University of Illinois Urbana-Champaign.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
Perspective gained from his experience as one of our co-founders and our Chief Executive Officer
|
||||||||||
|
ü
|
Significant experience in the Internet industry
|
||||||||||
|
|
Chris Terrill | ||||||||||
|
Director Since:
|
March 2022
|
||||||||||
|
Committees:
|
Nominating Corporate Governance
|
||||||||||
|
Chris Terrill
most recently served as Executive Co-Chairman of Z-Work Acquisition Corp., a special purpose acquisition company investing in the work technology business, from February 2021 until its wind-down in December 2022. He has also served as an advisor to Range Ventures LLC, a Denver-area venture capital firm, since July 2020. Mr. Terrill previously served as Chief Executive Officer and director of ANGI Homeservices Inc. (now Angi Inc.), a digital marketplace for home services, from September 2017 to November 2018. Mr. Terrill served as Chief Executive Officer of HomeAdvisor, a wholly owned subsidiary of IAC Inc. that merged with Angie’s List in September 2017 to form ANGI Homeservices, beginning in May 2011. Prior to joining HomeAdvisor, he held senior marketing roles at Nutrisystem.com, Blockbuster.com and Match.com. Mr. Terrill holds a B.S. from the University of Texas at Austin and an M.B.A. from University of Houston.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
Leadership experience in key home services category
|
||||||||||
|
ü
|
Significant marketing experience from senior positions at various companies
|
||||||||||
|
Other Public Company Board Service
|
|||||||||||
| + |
Anywhere Real Estate Inc. (since July 2016)
|
||||||||||
| + |
Vacasa, Inc. (since November 2020)
|
||||||||||
| + |
Z-Work Acquisition Corp. (February 2021 – December 2022)
|
||||||||||
| + |
Terminix Global Holdings, Inc. (July 2021 – October 2022)
|
||||||||||
| + |
Porch Group Inc. (January 2021 – April 2022)
|
||||||||||
| + |
Angi Inc. (September 2017 – November 2018)
|
||||||||||
13
|
|
Tony Wells | ||||||||||
|
Director Since:
|
October 2020
|
||||||||||
|
Committees:
|
Compensation
|
||||||||||
|
Tony Wells
has served as a Venture Partner at AZ-VC, Arizona’s largest venture capital fund, since April 2024. Mr. Wells previously served as Chief Media Officer of Verizon Communications Inc., one of the world’s leading providers of technology and communications services, from September 2021 to March 2023. From July 2020 to September 2021, he served as Chief Brand Officer of USAA, a family of companies that provides insurance, banking and other services to current and former members of the U.S. military and their families. Mr. Wells also served in several other senior marketing roles at USAA from November 2017 to July 2020, including Senior Marketing Officer for both USAA Bank and USAA Life Insurance Company. Prior to joining USAA, Mr. Wells served as Senior Vice President, Chief Marketing Officer for North America for Schneider Electric SA, an energy management and automation company, from October 2014 to November 2017. Mr. Wells also served in the chief marketing officer role at ADT Security Services and 24 Hour Fitness USA, Inc. His career has also spanned the automotive, home, financial services and retail industries at companies including Visa USA, Interpublic Group of Companies, SFX Sports Group, The Mills Corporation and Nissan North America. Mr. Wells served as an infantry officer in the U.S. Marine Corps, and holds a B.S. from the United States Naval Academy and a Certificate in Business Administration from The Johns Hopkins University Carey Business School.
|
|||||||||||
|
Qualifications
|
|||||||||||
|
ü
|
Extensive marketing, operations, data analytics and strategy experience
|
||||||||||
|
ü
|
Leadership experience in multiple major business categories, including our key home services category
|
||||||||||
|
Other Public Company Board Service
|
|||||||||||
| + |
Nexstar Media Group, Inc. (since July 2023)
|
||||||||||
14
Independence of the Board
Under the NYSE listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. The Board consults with our counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time. In addition to the definition of “independent” set forth in the NYSE listing standards, our Board also considers other factors that contribute to effective oversight and decision making by our Board when determining whether it considers a director to be independent. These other factors can be found in section 1.2 of our Corporate Governance Guidelines, available to stockholders on our website at www.yelp-ir.com under the section entitled “Governance Documents” in the “Governance” menu.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, our executive management and independent auditors, the Board has affirmatively determined that the following eight directors are independent directors within the meaning of the applicable NYSE listing standards, as well as under our additional independence factors: Mses. Irvine, Barone and Rothstein and Messrs. Anderson, Gibbs, Jedda, Terrill and Wells. In addition, the Board previously determined that George Hu was an independent director within the meaning of the applicable NYSE listing standards prior to his resignation from the Board on March 29, 2024.
In making these determinations, the Board found that none of these directors had a material or other disqualifying relationship with the Company. It considered the current and prior relationships that each non-employee director has with our company and each other and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Mr. Stoppelman, our Chief Executive Officer, is not independent by virtue of his employment with the Company.
Board Leadership Structure
Ms. Irvine has served as Chairperson of the Board since September 2015. Ms. Irvine’s tenure on the Board, as well as the deep knowledge of our Company gained in her role as Chairperson of the Audit Committee, allow her to provide valuable insights and facilitate the implementation of our strategic initiatives and business plans. The Board also believes, however, that Ms. Irvine’s independence is an essential complement to her familiarity with the Company and management representation on the Board, helping to foster an environment that is conducive to objective evaluation and oversight of management’s performance.
Ms. Irvine has authority, among other things, to call and preside over Board meetings and set meeting agendas, as well as to preside over and establish agendas for executive sessions of the independent directors, giving her substantial authority to shape the work of the Board. The Board believes that her independence, coupled with her substantial financial expertise and experience in public company management, enhances the effectiveness of the Board as a whole and makes her chairpersonship in the best interests of the Board, the Company and its stockholders.
15
Board Meetings and Committees
The Board met eight times during 2023. Each current member of the Board attended at least 75% of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during the portion of 2023 during which he or she was a director or committee member. As required under applicable NYSE listing standards, in 2023, our independent directors met six times in regularly scheduled executive sessions at which only independent directors were present, including at each regularly scheduled Board meeting as required under our Corporate Governance Guidelines. Ms. Irvine presided over the executive sessions.
Under our Corporate Governance Guidelines, directors are also expected to attend our annual meetings of stockholders. All of our nine then-serving directors attended the 2023 Annual Meeting of Stockholders.
The Board has three standing committees: the Audit Committee, Compensation Committee and Nominating Committee. The following table provides membership and meeting information for 2023 for each of the Board committees:
|
Audit
|
Compensation
|
Nominating
|
|||||||||
|
Diane Irvine
|
µ
|
|
l
|
||||||||
|
Fred D. Anderson, Jr.
|
l
|
µ
|
|
||||||||
|
Christine Barone
|
l
|
|
|||||||||
|
Robert Gibbs
|
l
|
|
µ
|
||||||||
|
George Hu
(1)
|
|
l
|
|
||||||||
|
Sharon Rothstein
|
|
l
|
l
|
||||||||
|
Chris Terrill
|
|
l
|
|||||||||
|
Tony Wells
|
|
l
|
|
||||||||
|
Total meetings in 2023
|
9 | 5 | 5 | ||||||||
µ
Committee Chairperson |
l
Committee Member
(1)
Mr. Hu’s service on the Compensation Committee ended when he resigned from the Board on March 29, 2024.
Below is a description of each committee of the Board. The Board has determined that each member of each committee meets the applicable NYSE rules and regulations regarding “independence” and that each member is free of any relationship that would
bear on the materiality of his or her relationship to us
.
16
Audit Committee
The Board established the Audit Committee to oversee our corporate accounting and financial reporting processes, systems of internal control over financial reporting and audits of our financial statements, and the quality and integrity of our financial statements and reports. For this purpose, the Audit Committee performs several functions, including:
•
reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;
•
evaluating the performance of our independent registered public accounting firm and deciding whether to retain its services;
•
monitoring the rotation of partners of our independent registered public accounting firm on our engagement team as required by law;
•
reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management, including a review of disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
•
conferring with management and our independent registered public accounting firm regarding the scope, adequacy and effectiveness of our internal control over financial reporting;
•
considering, approving, disapproving or ratifying, as appropriate, related-party transactions;
•
reviewing with management our investment philosophy and policies, including management of investment risk and applicable policies pertinent to our investment portfolio;
•
reviewing, with our independent registered public accounting firm and management, significant issues that may arise regarding accounting principles and financial statement presentation;
•
overseeing our cybersecurity risk management processes, including the steps management has taken to monitor and control cybersecurity risks;
•
reviewing and establishing appropriate insurance coverage for our directors and executive officers;
•
conducting an annual assessment of the performance of the Audit Committee and its members, and the adequacy of its charter; and
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters.
The Audit Committee is currently composed of four directors, Mses. Irvine and Barone and Messrs. Anderson and Gibbs, each of whom the Board has determined to be independent (as independence is currently defined in Section 303A.02 of the NYSE listing standards and in Rule 10A-3(b)(1) promulgated under the Exchange Act, as well as under our additional independence factors). The Board has determined that Mses. Irvine and Barone and Mr. Anderson each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Ms. Irvine’s, Mr. Anderson’s and Ms. Barone’s levels of knowledge and experience based on a number of factors, including their formal education and experiences as described in their biographies included in this Proxy Statement. Ms. Irvine is the Chairperson of the Audit Committee.
The Audit Committee has adopted a written charter that is available to stockholders on our website at www.yelp-ir.com under the section entitled “Governance Documents” in the “Governance” menu.
17
Audit Committee Report
(1)
The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2023 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Respectfully submitted,
The Audit Committee of the Board of Directors
Diane Irvine, Chairperson
Fred D. Anderson, Jr.
Christine Barone
Robert Gibbs
____________________
(1) The material in this report is not “soliciting material,
”
is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of Yelp under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Compensation Committee
The Board established the Compensation Committee to oversee our compensation policies, plans and programs, and to review and determine the compensation to be paid to our executive officers and directors. The functions of the Compensation Committee include:
•
determining the compensation and other terms of employment of our Chief Executive Officer and our other executive officers and reviewing and approving corporate performance goals and objectives relevant to such compensation, if appropriate;
•
reviewing and recommending to the full Board the compensation of our directors;
•
evaluating, adopting and administering the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;
•
establishing policies with respect to equity compensation arrangements;
•
reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” and recommending to the full Board its inclusion in our periodic reports to be filed with the SEC; and
•
reviewing and evaluating, at least annually, the performance of the Compensation Committee and the adequacy of its charter.
18
Our Compensation Committee is currently composed of three directors, Messrs. Anderson and Wells and Ms. Rothstein, each of whom the Board has determined to be independent under the NYSE listing standards and our additional independence factors. Mr. Anderson is the Chairperson of the Compensation Committee.
The Compensation Committee has adopted a written charter that is available to stockholders on our website at www.yelp-ir.com under the section entitled “Governance Documents” in the “Governance” menu. Under its charter, the Compensation Committee may form and delegate authority to subcommittees as appropriate, including, but not limited to, a subcommittee composed of one or more members of the Board to grant stock awards under our equity incentive plans.
The specific determinations of the Compensation Committee with respect to executive compensation for 2023 and the Compensation Committee Report, as well as the Compensation Committee’s processes and procedures and the role of our executive officers in recommending and determining executive compensation, are described in detail in the section of this Proxy Statement entitled “
Executive Compensation—Compensation Discussion and Analysis
.” Our compensation arrangements for our non-employee directors are described under the section of this Proxy Statement entitled “
—Director Compensation
” below.
Compensation Committee Interlocks and Insider Participation
As noted above, the members of our Compensation Committee are Messrs. Anderson and Wells and Ms. Rothstein. No member of the Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
Nominating Committee
The Board established the Nominating Committee to oversee our corporate governance functions. Specifically, the functions of the Nominating Committee include:
•
reviewing periodically and evaluating director performance on our Board and its applicable committees, and recommending to the Board and management areas for improvement;
•
interviewing, evaluating, nominating and recommending individuals for membership on our Board;
•
implementing an orientation process for directors and, in the Nominating Committee’s
discretion, instituting a plan or program for the continuing education of directors;
•
reviewing and recommending to our Board any amendments to our corporate governance policies; and
•
reviewing and assessing, at least annually, the performance of the Nominating Committee and its charter.
The Nominating Committee is currently composed of four directors, Messrs. Gibbs and Terrill and Mses. Irvine and Rothstein, each of whom the Board has determined to be independent under the NYSE listing standards and our additional independence factors. Mr. Gibbs is the Chairperson of the Nominating Committee.
The Nominating Committee has adopted a written charter that is available to stockholders on our website at www.yelp-ir.com under the section entitled “Governance Documents” in the “Governance” menu.
19
Oversight Roles of the Board
Our Board is selected by stockholders to provide oversight of, and strategic guidance to, the Company’s senior management. More specifically, the Board is responsible for reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions, assessing major risks facing the Company and considering ways to address those risks, reviewing and providing guidance to management on risks and issues related to environmental, social and governance (“ESG”) matters, and selecting and overseeing management. We discuss each of these responsibilities in greater detail below.
Oversight of Strategy
Our Board is deeply engaged in overseeing the Company’s long-term strategy as well as its annual strategic planning, including evaluating key market opportunities, trends and competitive developments. The Board and committees provide guidance and feedback to senior management regarding our strategy throughout the year, including through the Board’s review of our annual operating plan and strategic initiatives. The Board engages our senior management in robust discussions about our strategy and challenges them to execute on our plans and initiatives, address emerging risks and opportunities, and promote innovation. Each of our directors has significant experience in strategic planning and execution, and brings this experience as well as their other talents and insights to bear on these strategy discussions.
To assess performance against our strategic plans, the Board receives regular updates from senior management on our overall strategic direction, including updates on our performance and priorities. These boardroom discussions are supplemented between meetings through engagement with senior management and updates to the Board on significant items, such as major corporate actions. The Board also has access to and regularly engages with with key leaders beyond senior management to gain deeper insight into strategically significant areas of our operations, further facilitating its oversight role.
The Board’s oversight and management’s execution of our business strategy are focused on the long-term success of our company and delivering value to our stockholders. However, the Board’s oversight of strategic matters includes its ongoing assessment of both opportunities for and potential risks to the Company, thereby informing the Board’s oversight of risk, as described below, and committee-level discussions of a range of issues. Our Board believes that its continuous process of monitoring strategic matters enables it to effectively evaluate their impact on short- and medium-term Company performance and the quality of Company operations.
Oversight of Risk
Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to Yelp and its stockholders. While our management is responsible for the day-to-day management of the risks that we face, the Board is responsible for overseeing our aggregate risk profile and our risk management process, as well as ensuring that an appropriate culture of risk management exists within the Company and setting the right “tone at the top.”
Notably, the Board recognizes Yelp’s responsibility to operate in a responsible and sustainable manner aligned with our mission, vision and values to build authentic connections between consumers and businesses based on trust and integrity, in addition to delivering long-term value to stockholders. The management of key non-financial risks and opportunities, such as consumer protection, workforce inclusion and development, social impact and environmental sustainability, are critical components of the Board’s risk oversight responsibilities.
The Board believes that its current leadership structure facilitates its risk oversight responsibilities. In particular, the Board believes an independent Chairperson, the majority-independent Board and independent Board committees provide a well-functioning and effective balance to management’s representation on the Board. Although the Board does not have a standing risk management committee, it administers its oversight function
20
directly as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company.
The Audit Committee considers and discusses our major financial, legal and regulatory risk exposures, which include financial reporting, accounting processes, regulatory compliance and cybersecurity. The Audit Committee also oversees the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management are undertaken. The Audit Committee also oversees the performance of our internal audit function.
For additional information regarding our cybersecurity risk management and strategy and governance practices, please see the section entitled “
Cybersecurity
” included under Part I, Item 1C of the Annual Report.
Our Nominating Committee oversees risks related to our overall corporate governance, including Board and committee composition, Board size and structure and director independence, as well as succession planning for the Board and management. The Nominating Committee also monitors the effectiveness of our Corporate Governance Guidelines, including whether they are meeting the needs of the business and align with best practices, the NYSE listing standards, and relevant legal and regulatory requirements.
The Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk taking. For additional information regarding the Compensation Committee’s review of compensation-related risk, please see the section of this Proxy Statement entitled “
Executive Compensation—Compensation Risk Assessment
.”
Both the Board as a whole and the various standing committees receive periodic reports from executive management and our Head of Internal Audit, as well as incidental reports as matters may arise. It is the responsibility of the committee chairpersons to report findings regarding material risk exposures to the Board as appropriate.
Oversight of ESG
We believe that the success of our stakeholders — including our employees, customers, and the other people and communities our business touches — is a critical factor in our own success, and that giving appropriate consideration to how our business impacts these stakeholders is therefore in the best interests of our stockholders. This commitment to our stakeholders is reflected in our ESG priorities, goals and practices, which we describe in our annual ESG Report
. Our ESG Report and additional information about our efforts in these areas are available on the “ESG Investors” page of our Investor Relations website.
Several teams across the Company hold responsibility for specific ESG topics, with broader oversight provided by our ESG Council. The ESG Council is led by the Chief Financial Officer and Chief Diversity Officer, and consists of representatives from our Legal, Finance, Investor Relations, Communications, Workplace, People and Information Technology teams. The ESG Council meets monthly and is responsible for setting the overall strategy of Yelp’s ESG programs and communicating such strategy to the Board on a regular cadence to invite input at the highest levels of the organization.
The Board and its committees have responsibility for risk and operational oversight of the following ESG-related issues:
21
| Board/Committee | Areas of ESG-related Oversight | ||||
|
Full Board of Directors
|
•
Corporate culture, talent planning, and diversity and inclusion initiatives
•
Advocacy on matters of public policy such as regulation of the technology industry and antitrust policy
•
Approach to trust and safety
|
||||
| Audit Committee |
•
Ethics and compliance programs
•
Capital allocation, including our support for the initiatives of minority-owned banking institutions and green deposits
|
||||
| Compensation Committee |
•
Employee compensation and benefit programs, well-being and engagement
|
||||
| Nominating Committee |
•
Board composition and diversity
•
Monitoring of significant ESG trends
•
ESG reporting
•
Investor feedback on ESG matters
|
||||
Management Succession Planning
Our Board believes that the directors and Chief Executive Officer should collaborate on succession planning and that the entire Board should be involved in critical aspects of the succession planning process, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential candidates, reviewing the Company’s leadership pipeline and talent strategies, and making management succession decisions. Management succession is discussed in regular meetings as well as executive sessions of the Board and the Nominating Committee.
Our Chief Executive Officer and Chief Operating Officer are responsible for making available to the Board their recommendations and evaluations of potential successors for the Company’s executive officers, including a review of development plans for such individuals to help prepare them for future succession. As outlined in our Corporate Governance Guidelines, the Nominating Committee is primarily responsible for periodically reviewing these succession plans with the Chief Executive Officer and Chief Operating Officer, and, based on such review, making recommendations to the Board with respect to the selection of appropriate individuals to succeed our executive officers.
22
Corporate Governance
Our mission is to connect people with great local businesses. Since our founding nearly 20 years ago, we have built one of the best known Internet brands in the United States. Consumers trust us for the more than 260 million ratings and reviews available on our platform of businesses across a broad range of categories. This consumer trust is the foundation of our business, from which we are able to empower other businesses to succeed. Our advertising products help businesses of all sizes reach a large audience, promote their products and drive conversion of their services.
We recognize that pursuing our mission goes hand in hand with a commitment to corporate governance practices that promote long-term stockholder value creation, including by providing the right leadership structure and composition of the Board, as well as providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to ensure accountability. Accordingly, our Board and Nominating Committee regularly review our corporate governance practices and structure to evaluate whether changes are needed to continue meeting the needs of the business, align with best practices or respond to stockholder feedback. In recent years, we have made a number of enhancements to our corporate governance practices based on such evaluations, including our declassification of the Board and adoption of proxy access, among other things.
To help ensure that the Board will have the necessary practices in place to review and evaluate our business operations as needed to make decisions that are independent of our management, the Board has documented its governance practices in our Corporate Governance Guidelines. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to Board composition and selection, Board meetings and involvement of executive management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. In January 2024, the Board approved and adopted an amendment to the Corporate Governance Guidelines to further enhance our corporate governance practices by providing that the Board will exercise discretion equitably in determining the eligibility of director candidates regardless of the source of nomination, including by adhering to the procedural and information requirements for director candidates as set forth in our Bylaws, and refrain from imposing excessive administrative or evidentiary requirements solely because such candidate is nominated by a stockholder.
Our Board has also adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, including those officers responsible for financial reporting, that, together with our Corporate Governance Guidelines, Bylaws and Board committee charters, provide the framework for the governance of the Company.
23
The following are key highlights of our Board profile and corporate governance practices:
|
ü
|
Approximately 89% of current directors are independent
|
||||
|
ü
|
Maintain an independent Chairperson separate from our Chief Executive Officer
|
||||
|
ü
|
100% independent committee members
|
||||
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ü
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Majority voting with director resignation policy in uncontested elections
|
||||
|
ü
|
Strong stockholder engagement practice
|
||||
|
ü
|
Track record of effective Board refreshment (with five of our independent director nominees having joined in 2019 or later)
|
||||
|
ü
|
All directors elected annually
|
||||
|
ü
|
Proxy access for stockholders
|
||||
|
ü
|
Regular executive sessions of independent directors
|
||||
|
ü
|
Robust Code of Conduct and Corporate Governance Guidelines
|
||||
|
ü
|
Periodic reviews of committee charters, Code of Conduct and Corporate Governance Guidelines
|
||||
|
ü
|
No
short sales, hedging, pledging, margin purchases or other inherently speculative transactions in our equity securities by directors or executive officers
|
||||
|
ü
|
Annual say-on-pay vote
|
||||
|
ü
|
Succession planning process
|
||||
|
ü
|
Stock ownership guidelines for directors and executive officers
|
||||
|
ü
|
Clawback Policy on incentive-based cash and equity compensation for current and former executive officers
|
||||
|
ü
|
Comprehensive risk oversight by full Board and committees
|
||||
|
ü
|
Annual Board and committee self-evaluations, including individual director evaluations
|
||||
|
ü
|
Director participation in orientation and continuing education
|
||||
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of our standing Board committees are available to stockholders on our website at www.yelp-ir.com under the section entitled “Governance Documents” within the “Governance” menu. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver of its provisions to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
Board and Committee Performance Evaluations
Our Board and each of its standing committees conduct annual self-evaluations to determine whether they are functioning effectively and whether any changes are necessary to improve their performance. Our Nominating Committee is responsible for establishing the evaluation criteria and implementing the process for the evaluations. Each year, with the assistance of our outside counsel, we conduct interviews of each director to obtain his or her assessment of the effectiveness of the Board and committees, director performance and Board dynamics. A representative of our outside counsel then reports the results of these interviews to the Nominating Committee and the Board, where the results are discussed.
Board Composition
The
Nominating Committee
seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating Committee has identified and evaluated the nominees for election at the Annual Meeting in the broader context of the Board’s overall composition, with the goal of selecting nominees who complement and strengthen the skills of other members of the Board and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to the effective functioning of the Board, as described in greater detail below.
24
Considerations in Evaluating Director Nominees
The Nominating Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating Committee also considers such factors as possessing relevant expertise on which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating Committee retains the right to modify these qualifications from time to time. Candidates for director are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of the stockholders.
In conducting this assessment, the Nominating Committee typically considers diversity, age, skills and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. Accordingly, the Nominating Committee may consider such factors as diversity of gender, race, professional experience, and differences in viewpoints and skills.
In the case of incumbent directors being considered as candidates for reelection, the Nominating Committee reviews such directors’ overall service to the Company during their current term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating Committee also determines whether the nominee is independent for NYSE purposes, which determination is based upon NYSE listing standards, applicable SEC rules and regulations, our additional independence factors and the advice of counsel, if necessary. The Nominating Committee meets to discuss and consider candidates’ qualifications and then selects nominee(s) for recommendation to the Board by majority vote.
To identify candidates for Board membership, the Nominating Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. For example, the Nominating Committee engaged Heidrick Struggles, a nationally recognized director search firm, to assist with our ongoing Board refreshment process in 2023, as described below. The Nominating Committee also conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board.
At this time, the Nominating Committee does not have a policy with regard to the consideration of director candidates recommended by stockholders and will evaluate such candidates on a case-by-case basis. The Nominating Committee believes that it is in the best position to identify, review, evaluate and select qualified candidates for Board membership, based on the comprehensive criteria for Board membership approved by the Board.
25
Board Refreshment
The Board believes that a degree of refreshment is important to ensure that its composition is aligned with the changing needs of the Company and Board, and that fresh viewpoints and perspectives are regularly considered. At the same time, the Board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides significant value, and that therefore a significant degree of continuity from year to year is in the best interests of stockholders. Accordingly, in addition to seeking to maintain the appropriate balance of skills, knowledge and experience on the Board described above, the Board and the Nominating Committee also look to achieve a balanced mix of newer and longer-serving directors.
To this end, the Board and the Nominating Committee maintain a Board refreshment process in which they evaluate the Board’s composition and work to identify additional director candidates to help drive our strategy and business on an ongoing basis. Most recently, the Nominating Committee engaged Heidrick Struggles in 2023 to help identify candidates for a new independent director position, following which, on the recommendation of the Nominating Committee, our Board appointed Mr. Jedda to fill the vacancy created by Mr. Hu’s resignation in March 2024.
As a result of this process, five of our eight independent director nominees were first appointed to our Board in the last five years, reflecting the meaningful Board refreshment that our Board has undertaken in recent years.
26
As of April 15, 2024
, our Board composition reflected the characteristics shown in the charts below. We believe this Board composition strikes the right balance between long-term understanding of our business and fresh external perspectives, and has the experience, qualifications, attributes and skills needed for the effective oversight of management.
While the Board believes that refreshment is important, it also recognizes that term limits or a mandatory retirement age could cause the loss of experience or expertise important to the effective operation of the Board. Therefore, the Board and the Nominating Committee do not make determinations with regard to Board membership based solely on age or tenure, but rather consider tenure as one of several factors in assessing Board composition.
Committee Compositions
The Board and the Nominating Committee also review committee assignments on an annual basis to help ensure an appropriate mix of skills, experience and tenure on each committee, while also providing each committee with continuity of operations to maintain its effectiveness.
27
Proxy Access
Our Bylaws provide procedures that allow a stockholder or group of up to 50 stockholders that have owned at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy statement for an annual meeting director nominees constituting up to the greater of two individuals or 20% of the number of directors in office, provided the stockholder or stockholders satisfy the requirements specified in the Bylaws.
Stockholder Engagement
Outreach
We believe that effective corporate governance should include regular, constructive conversations with our stockholders. Certain members of our Board, executive management and Investor Relations team engage with stockholders directly throughout the year to discuss our corporate governance and executive compensation programs, as well as to answer questions and elicit feedback. Our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer also regularly engage in dialogue with our stockholders in connection with our quarterly announcement of financial results, at conferences and through other channels. Management provides an overview of these discussions and feedback to the Board and relevant committees for consideration and appropriate follow up.
As part of our ongoing outreach efforts, we reached out to or responded to meeting requests from stockholders collectively representing approximately 73% of our outstanding shares held by non-affiliates in 2023. Members of executive management and our Investor Relations team, joined at times by Ms. Irvine, the Chairperson of our Board, ultimately engaged in discussions with stockholders representing approximately 41% of our outstanding shares held by non-affiliates.
In addition to discussing company performance and strategy, in 2023 we also received input from our stockholders regarding our ESG reporting, executive compensation program and our disclosures regarding cybersecurity oversight, strategy oversight and human capital management. We took the actions set forth in the table below in response to this investor feedback.
28
| What We Heard | How We Responded | |||||||||||||
| ESG Reporting |
•
Positive feedback on our second ESG Report, particularly the detailed disclosures regarding remote work.
•
Request for additional disclosures in the future, including information on pay parity as well as Scope 1 and 2 emissions targets.
|
•
We plan to release our third annual ESG Report in the second quarter of 2024, which will include an update on our efforts to ensure fair compensation across our workforce as well as additional information regarding the evolution of our ESG priorities, goals and practices.
|
||||||||||||
| Executive Compensation |
•
Broad support for our compensation program as it has been structured since 2022.
|
•
Our Compensation Committee approved executive compensation arrangements for 2024 with the same general structure as the 2023 program.
|
||||||||||||
| Cybersecurity Oversight |
•
Request for additional information regarding the Board’s oversight of cybersecurity, including methods for training and information gathering.
|
•
We significantly expanded our disclosures on these topics as required by SEC rules in the section entitled “Cybersecurity” included under Part I, Item 1C in our Annual Report.
|
||||||||||||
| Strategy Oversight |
•
Request for greater clarity on how the Board participates in establishing longer-term strategic directives for the Company.
|
•
We expanded our discussion of the Board’s strategic oversight role in the section entitled “
Role of t
he Board—Oversight of Risk
—Oversight of Strategy
” above.
|
||||||||||||
| Human Capital Management |
•
Request for information about long-term impacts of remote work.
|
•
We released a Remote Work Report in February 2024, which provided detailed information about employee engagement and other trends for our distributed workforce.
1
|
||||||||||||
Communications with the Board
Stockholders, any other security holders of the Company and other interested parties may communicate with the Board at the following address:
The Board of Directors
c/o Corporate Secretary
Yelp Inc.
350 Mission Street, 10
th
Floor
San Francisco, CA 94105
Communications are distributed to the Board or to a particular director, as appropriate, depending on the facts and circumstances outlined in the communication. Material that is unduly hostile, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out will be made available to any non-management director upon request.
1
Available at data.yelp.com/remote-work-report-2024. Content available on our website and documents referenced in this section are not incorporated herein and are not part of this Proxy Statement.
29
Director Compensation
2023 Director Compensation Arrangements
Our Compensation Committee periodically reviews and assesses non-employee director pay practices, typically with the assistance of an independent compensation consultant. In the first quarter of 2023, our Compensation Committee conducted a full evaluation of Board compensation in consultation with Compensia, Inc. (“Compensia”), an independent national compensation consulting firm that is engaged by, and reports directly to, the Compensation Committee. To provide a comparative framework for the Compensation Committee’s evaluation, Compensia provided a compensation analysis consisting of board compensation data from the same peer group used by the Compensation Committee for executive compensation purposes. After considering this market data, as well as the time and responsibility requirements of the various Board roles and committees, our Compensation Committee recommended, and the Board approved, the non-employee director compensation arrangements described below effective as of January 1, 2023 (the “2023 Director Compensation Program”).
Prior to the Compensation Committee’s approval of the 2023 Director Compensation Program, there had been no changes to our non-employee director compensation program since those approved by the Compensation Committee in late 2019. The 2023 Director Compensation Program reflected the following changes to the annual cash fees provided under our previous non-employee director compensation program:
| Board or Committee Role | 2022 | 2023 | ||||||||||||
|
Non-employee director
|
$ | 32,000 | $ | 40,000 | ||||||||||
|
Chairperson of the Board
|
$ | 30,000 | $ | 45,000 | ||||||||||
|
Chairperson of the Nominating Committee
|
$ | 7,000 | $ | 7,500 | ||||||||||
In addition, the 2023 Director Compensation Program made the following changes to the equity compensation provided under our previous non-employee director compensation program: (a) a change to the annual RSU award to increase the target grant value from $175,000 to $205,000 and structure vesting to occur after one year (or at the next annual stockholder meeting) rather than over four years; (b) a change to deliver the initial equity grant for new directors 100% in RSUs that vest annually over three years, rather than a combination of stock options and RSUs; and (c) elimination of the biennial option award covering 10,000 shares of our common stock. The changes to our non-employee director compensation program were intended to align closer with general market practices for non-employee director compensation and to acknowledge the time and responsibility requirements of the Board roles and committees.
As an employee of Yelp, Mr. Stoppelman, our Chief Executive Officer, does not receive any additional compensation for his service on the Board.
Cash Compensation
Each of our non-employee directors receives an annual cash fee of $40,000 and the Chairperson of our Board receives an additional annual cash fee of $45,000. We also provide the following cash compensation for Board committee services, as applicable, to non-employee directors:
|
Board Committee
|
Chairperson Fee
|
Member Fee
|
||||||||||||
|
Audit Committee
|
$ | 20,000 | $ | 9,000 | ||||||||||
|
Compensation Committee
|
$ | 10,000 | $ | 5,000 | ||||||||||
|
Nominating Committee
|
$ | 7,500 | $ | 2,600 | ||||||||||
30
Cash compensation payments are made quarterly in arrears. Our non-employee directors may elect to receive any cash fees that they would otherwise be entitled to in the form of shares of common stock with an equivalent value, issued in the form of restricted stock unit (“RSU”) awards that vest quarterly over the applicable year of service.
Equity Compensation
New non-employee directors are entitled to receive an RSU award valued at $325,000 that vests in equal annual installments over three years.
Each non-employee director is also entitled to receive an RSU award annually (the “Annual RSU Award”) on the date of our annual meeting of stockholders. The Annual RSU Award is valued at $205,000 and fully vests on the earlier of (a) one year from the date of grant or (b) the next annual meeting of stockholders. The grant date fair value of the Annual RSU Award shown in the Director Compensation Table may vary slightly from the stated value due to rounding.
The timing of our equity awards is not coordinated in a manner that intentionally benefits our non-employee directors.
Other Compensation
We have a policy of reimbursing our non-employee directors for their reasonable out-of-pocket expenses incurred in attending our Board and Board committee meetings.
31
Director Compensation for the Year Ended December 31, 2023
The following table shows, for the year ended December 31, 2023, certain information with respect to the compensation of our non-employee directors.
|
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards
(2)(3)(4)
($)
|
Total ($)
|
||||||||
|
Diane Irvine
|
—
(1)
|
312,597
(5)
|
312,597 | ||||||||
|
Fred D. Anderson, Jr.
|
—
(1)
|
263,303
(6)
|
263,303 | ||||||||
|
Christine Barone
|
—
(1)
|
253,456
(7)
|
253,456 | ||||||||
|
Robert Gibbs
|
—
(1)
|
259,697
(8)
|
259,697 | ||||||||
|
George Hu
|
45,000 |
205,005
(9)
|
250,005 | ||||||||
|
Sharon Rothstein
|
47,600 |
205,005
(9)
|
252,605 | ||||||||
|
Chris Terrill
|
—
(1)
|
247,160
(10)
|
247,160 | ||||||||
|
Tony Wells
|
45,000 |
205,005
(9)
|
250,005 | ||||||||
(1) The indicated non-employee director elected to receive the following cash fees he or she was otherwise entitled to receive in the form of an RSU award of equivalent value (calculated as set forth under “
—
Director Compensation Arrangements
—
Cash Compensation
” above): (a) Ms. Irvine, $107,600; (b) Mr. Anderson, $59,000; (c) Ms. Barone, $49,000; (d) Mr. Gibbs, $56,500; and (e) Mr. Terrill, $42,600. The number of shares issued in lieu of cash fees was calculated based on the average closing price of our common stock on the NYSE over the two calendar months prior to grant; as a result, the grant date fair value of such awards varies from the fees provided for under our 2023 Director Compensation Program as described above.
(2) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the aggregate grant date fair value of shares underlying stock awards granted during the year ended December 31, 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair values of RSU awards are calculated based on the closing price of our common stock on the date of grant.
(3) The aggregate number of unvested shares subject to outstanding RSU awards held by each non-employee director as of December 31, 2023 was as follows: (a) 12,830 shares of common stock for Ms. Irvine; (b) 12,419 shares of common stock for Mr. Anderson; (c) 12,688 shares of common stock for Ms. Barone; (d) 12,388 shares of common stock for Mr. Gibbs; (e) 11,931 shares of common stock for Mr. Hu; (f) 11,931 shares of common stock for Ms. Rothstein; (g) 12,805 shares of common stock for Mr. Terrill; and (h) 12,367 shares of common stock for Mr. Wells.
As discussed in footnote 1 to the table above, Mses. Irvine and Barone and Messrs. Anderson, Gibbs and Terrill each elected to receive the cash fees he or she was otherwise entitled to receive in 2023 in the form of an RSU award of equivalent value.
(4) The aggregate number of shares subject to outstanding stock options held by each non-employee director as of December 31, 2023 was as follows: (a) 40,000 shares of common stock for Ms. Irvine; (b) 30,000 shares of common stock for Mr. Anderson; (c) 24,600 shares of common stock for Ms. Barone; (d) 40,000 shares of common stock for Mr. Gibbs; (e) 29,950 shares of common stock for Mr. Hu; (f) 29,950 shares of common stock for Ms. Rothstein; (g) 10,150 shares of common stock for Mr. Terrill; and (h) 21,550 shares of common stock for Mr. Wells.
32
(5) Consists of: (a) $87,700, which represents the grant date fair value of the RSUs Ms. Irvine initially received in lieu of cash board fees for 2023; (b) $19,892, which represents the grant date fair value of the RSUs Ms. Irvine received in lieu of the incremental cash board fees she became entitled to following the adoption of the 2023 Director Compensation Program, adjusted to account for Mr. Gibbs’s replacement of Ms. Irvine as the Chairperson of the Nominating Committee as of March 10, 2023; and (c) $205,005, which represents the grant date fair value of Ms. Irvine’s Annual RSU Award.
(6) Consists of: (a) $50,251, which represents the grant date fair value of the RSUs Mr. Anderson initially received in lieu of cash board fees for 2023; (b) $8,048, which represents the grant date fair value of the RSUs Mr. Anderson received in lieu of the incremental cash board fees he became entitled to following the adoption of the 2023 Director Compensation Program; and (c) $205,005, which represents the grant date fair value of Mr. Anderson’s Annual RSU Award.
(7) Consists of: (a) $40,403, which represents the grant date fair value of the RSUs Ms. Barone initially received in lieu of cash board fees for 2023; (b) $8,048, which represents the grant date fair value of the RSUs Ms. Barone received in lieu of the incremental cash board fees she became entitled to following the adoption of the 2023 Director Compensation Program; and (c) $205,005, which represents the grant date fair value of Ms. Barone’s Annual RSU Award.
(8) Consists of: (a) $42,970, which represents the grant date fair value of the RSUs Mr. Gibbs initially received in lieu of cash board fees for 2023; (b) $11,723, which represents the grant date fair value of the RSUs Mr. Gibbs received in lieu of the incremental cash board fees he became entitled to following the adoption of the 2023 Director Compensation Program, adjusted to account for Mr. Gibbs’s replacement of Ms. Irvine as the Chairperson of the Nominating Committee as of March 10, 2023; and (c) $205,005, which represents the grant date fair value of Mr. Gibbs’s Annual RSU Award.
(9) The amount represents the grant date fair value of the Annual RSU Award received by each of Ms. Rothstein and Messrs. Hu and Wells.
(10) Consists of: (a) $34,107, which represents the grant date fair value of the RSUs Mr. Terrill initially received in lieu of cash board fees for 2023; (b) $8,048, which represents the grant date fair value of the RSUs Mr. Terrill received in lieu of the incremental cash board fees he became entitled to following the adoption of the 2023 Director Compensation Program; and (c) $205,005, which represents the grant date fair value of Mr. Terrill’s Annual RSU Award.
Director Stock Ownership Requirement
In December 2018, our Board adopted Stock Ownership Guidelines that require each non-employee director to attain a minimum share ownership position of the lesser of (a) 2,000 shares or (b) shares valued at 3x the director’s annual cash retainer for service on the Board, excluding any fees paid with respect to service on a committee of the Board, calculated based on the average closing price over the ninety (90) trading days prior to measurement.
Each non-employee director must achieve this minimum position by the later of (x) December 5, 2021 or (y) three years after the individual became subject to the Stock Ownership Guidelines. Each then-serving non-employee director was in compliance with the Stock Ownership Guidelines measured as of December 31, 2023, although the deadline had not passed for Mr. Terrill.
33
PROPOSAL NO. 1
ELECTION OF DIRECTORS
As recommended by the Nominating Committee, the Board’s nominees for election as directors are Fred D. Anderson, Jr., Christine Barone, Robert Gibbs, Diane Irvine, Dan Jedda, Sharon Rothstein, Jeremy Stoppelman, Chris Terrill and Tony Wells, whose terms expire at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.
Each of the nominees is currently a member of our Board. Mr. Jedda was appointed to the Board to fill a vacancy and has not previously been elected by our stockholders. The Nominating Committee recommended Mr. Jedda’s initial election to the Board in connection with its continuation of the refreshment process it began in late 2018, and his candidacy was recommended by a third-party search firm, as described above in the section titled “
Information Regarding the Board of Directors and Corporate Governance—Corporate Governance—Board Composition—Board Refreshment
.”
Shares represented by executed proxies will be voted, unless otherwise directed, for the election of the nine nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board on the recommendation of the Nominating Committee. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
Required Vote and Board Recommendation
Majority Voting with Director Resignation Policy
Our Bylaws include a majority voting with director resignation policy. This policy provides that, in uncontested elections (such as this one), directors are elected by a majority of votes cast by holders of s
hares present in person, by remote communication or represented by proxy and entitled to vote on the election of directors — that is, the nominee must receive a greater number of votes “for” his or her election than votes “against” his or her election.
In the event that an incumbent nominee for director in an uncontested election does not receive the required majority vote and no successor has been elected at such meeting, our Bylaws require the director to promptly tender his or her resignation to the Board. The Nominating Committee will then consider the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating Committee’s recommendation. Within ninety (90) days after the date of the certification of election results, we will disclose the Board’s decision and an explanation of such decision in a filing with the SEC, a press release or other broadly disseminated means of communication.
If the Board does not accept such incumbent director’s resignation, the director will continue to serve until the next annual meeting and until his or her successor is elected and duly qualified. If the Board accepts such incumbent director’s resignation, or if a nominee for director does not receive the required vote and is not an incumbent director, then the Board, in its sole discretion, may decrease the size of the Board or may fill the resulting vacancy by a majority vote of the remaining directors. A director elected by the Board to fill a vacancy, including vacancies created by an increase in the number of directors, will serve until the next annual meeting and until the director’s successor is elected and duly qualified.
Through this policy, the Board seeks to be accountable to all stockholders and respect the rights of stockholders to express their views through their votes for nominees. However, the Board also deems it important to
34
preserve sufficient flexibility to make sound evaluations based on the relevant circumstances in the event a nominee fails to receive a majority of the votes cast with respect to such nominee. For example, the Board may wish to assess whether the sudden resignation of one or more directors would materially impair the effective functioning of the Board. This policy is intended to allow the Board to react to situations that could arise if the resignation of multiple directors would prevent a key committee from achieving a quorum or if a resignation would otherwise impair the functioning of the committee. The policy also would allow the Board to assess whether a director was targeted for reasons unrelated to his or her performance as a director at the Company.
Under this policy, in contested elections — any election in which the number of candidates for director exceeds the number of directors to be elected — directors will be elected by a plurality of the votes of
holders of s
hares present in person, by remote communication or represented by proxy and entitled to vote on the election of directors, meaning the candidates who receive the highest numbers of affirmative votes will be elected as directors.
THE BOARD RECOMMENDS
A VOTE “FOR” ALL OF THE NAMED NOMINEES
35
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 and has further directed that management submit the selection of our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. We first engaged Deloitte Touche LLP in 2008 to audit our financial statements beginning with those for the year ended December 31, 2007. Representatives of Deloitte Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte Touche LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to us for the years ended December 31, 2023 and 2022 by Deloitte Touche LLP, our independent registered public accounting firm.
|
Year Ended December 31,
|
||||||||
|
2023
|
2022
|
|||||||
| (in thousands) | ||||||||
|
Audit Fees
(1)
|
$ | 2,561 | $ | 2,198 | ||||
|
Audit-Related Fees
|
$ | — | $ | — | ||||
|
Tax Fees
(2)
|
$ | 140 | $ | 143 | ||||
|
All Other Fees
(3)
|
$ | 4 | $ | 16 | ||||
|
Total Fees
|
$ | 2,705 | $ | 2,357 | ||||
(1)
Audit Fees are fees and expenses for the audit of our financial statements, review of interim financial statements, and services in connection with our statutory and regulatory filings or engagements in those fiscal years.
(2) Tax Fees are fees billed for tax compliance, advice and planning.
(3) All other fees are fees for products and services other than the services described above. The other fees billed in 2023 and 2022 included the Company’s subscription to the Deloitte Accounting Research Tool, a web-based library of accounting and financial disclosure literature, and, in 2022, fees for permissible trainings and workshops.
All fees described above were pre-approved by the Audit Committee.
36
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte Touche LLP. The policy generally pre-approves specified services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The Audit Committee has delegated to the Chairperson of the Audit Committee the authority to grant interim pre-approvals of audit services, provided that any such pre-approvals are required to be presented to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of the services other than audit services by Deloitte Touche LLP is compatible with maintaining the principal accountant’s independence.
Required Vote and Board Recommendation
The affirmative vote of holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and entitled to vote generally on the subject matter will be required to ratify the selection of Deloitte Touche LLP for the year ending December 31, 2024.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL NO. 2
37
PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. The Board has adopted a policy of soliciting a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, every year in accordance with the preference previously indicated by our stockholders. Accordingly, this year we are again asking the stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
Our executive compensation program for 2023 emphasized teamwork and long-term value creation through a philosophy of rewarding performance by making a meaningful portion of compensation dependent on achieving performance goals, maintaining internal pay equity, tying a substantial portion of compensation to the long-term value of our business, and establishing pay practices that are both competitive and responsible, have a reasonable cost structure and do not encourage unnecessary or excessive risk taking. Consistent with this philosophy, the Compensation Committee designed an executive compensation program that we believe has been effective at achieving its objectives of:
•
attracting and retaining a team of executives with strong leadership and management capabilities;
•
motivating our executives to achieve our business objectives;
•
aligning the interests of our executives with those of our stockholders; and
•
promoting teamwork while also recognizing the role that each executive plays in our success.
As described in detail under the heading “
Executive Compensation—Compensation Discussion and Analysis
,”
our 2023 executive compensation program was heavily weighted towards at-risk compensation. In line with the feedback we received during stockholder outreach discussions and the positive results of our 2022 say-on-pay vote, our Compensation Committee maintained the expanded performance-based compensation components established in our 2022 executive compensation program — performance-vesting RSUs that vest based on our relative total stockholder return (“TSR”) over a three-year period and an annual cash incentive program based on pre-set corporate performance goals. Together with performance-vesting RSUs with short-term financial performance goals and service-vesting RSUs, each with a four-year vesting schedule, our Compensation Committee believes that this total direct compensation mix appropriately aligns the interests of our executive team with our performance and the interests of our stockholders.
Other highlights of our executive compensation program for 2023 include:
•
We increased Mr. Saldanha’s base salary by 6% primarily based on internal pay equity considerations. We did not increase the base salary of any other named executive officer for 2023.
•
We increased the target total value of Mr. Eaton’s equity compensation opportunity by 13% primarily based on internal pay equity considerations. We did not increase the target total value of any other named executive officer’s equity compensation opportunity for 2023.
•
We granted performance-vesting RSUs to our named executive officers that represented 50% of the target total value of each such executive’s equity compensation opportunity, reflecting our stockholders’ preferred mix of equity awards.
38
•
We structured 50% of the performance-vesting RSUs to vest based on the relative performance of our TSR over a three-year period, combining a longer-term performance period and relative performance metric.
•
The TSR performance-vesting RSUs require above-median performance for target payout and cap payouts at target if our absolute TSR is negative.
•
The remaining 50% of the performance-vesting RSUs were eligible to vest based on annual net revenue and adjusted EBITDA performance goals, which are key annual financial metrics aligned with our long-term strategy.
•
Our annual cash incentive program was based on pre-set corporate performance goals.
•
We do not maintain employment agreements with our executive officers that contain multi-year guarantees for salary increases, guaranteed cash incentives or guaranteed equity compensation.
•
Our employment agreements with our executive officers
do not provide for specific employment terms and our U.S.-based executive officers
are employed at will. All executive officers are expected to demonstrate high-quality performance in order to continue serving as members of our executive team.
•
We offer reasonable change in control and severance benefits to our executive officers, as customary in our industry, with cash severance payments under these agreements not exceeding the executive officer’s annual cash compensation (i.e., base salary + cash incentive amount, if any) at the time of termination.
•
We do not provide excise tax reimbursements or “gross ups” to our executive officers with respect to benefits received in connection with a change in control or termination event.
•
We provide few fringe benefits to our executive officers and do not offer access to car allowances, financial planning advice or club memberships.
We believe this program is reasonable in light of the executive compensation programs of companies with whom we compete for talent, and responsible in that it encourages our executive officers to pursue sustainable increases in stockholder value without encouraging excessive risk taking. We encourage you to read the
Compensation Discussion and Analysis
, compensation tables and related narrative disclosures included in this Proxy Statement for additional details about our executive compensation program.
The Board is asking the stockholders to indicate their support for the compensation of our named executive officers, as described in this Proxy Statement, by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.”
Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Required Vote and Board Recommendation
Advisory approval of this Proposal No. 3 requires the vote of the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy and entitled to vote generally on the subject matter. Unless the Board decides to modify its policy regarding the frequency of soliciting advisory
39
votes on the compensation of our named executive officers, the next scheduled advisory vote on executive compensation will be at the 2025 Annual Meeting of Stockholders.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL NO. 3
40
EXECUTIVE OFFICERS
The names, ages and certain other information concerning our executive officers as of April 15, 2024 are set forth below. There are no family relationships between any of our directors and any of our executive officers.
|
Name
|
Age
|
Position Held With the Company
|
||||||
|
Jeremy Stoppelman
|
46 |
Co-Founder and Chief Executive Officer
|
||||||
|
David Schwarzbach
|
55 |
Chief Financial Officer
|
||||||
|
Sam Eaton
|
51 |
Chief Technology Officer
|
||||||
|
Joseph R. (“Jed”) Nachman
|
51 |
Chief Operating Officer
|
||||||
|
Carmen Amara (Orr)
|
49 |
Chief People Officer
|
||||||
|
Craig Saldanha
|
46 |
Chief Product Officer
|
||||||
Jeremy Stoppelman
. Biographical information regarding Mr. Stoppelman is set forth under “
Information Regarding the Board of Directors and Corporate Governance—Board of Directors—Biographies of Our Board Members
.”
|
David Schwarzbach
has served as our Chief Financial Officer since February 2020. Mr. Schwarzbach previously served as Chief Financial Officer of Optimizely, Inc., a private company that provides A/B testing tools and personalization capabilities for websites, mobile apps and connected devices, from October 2015 to January 2020. He also served as Chief Operating Officer of Optimizely from February 2017 to January 2020. From June 2011 to September 2015, Mr. Schwarzbach held several senior finance positions at eBay Inc., an Internet marketplace company, most recently as Vice President and Chief Financial Officer of eBay’s multibillion-dollar North American Marketplaces business. Mr. Schwarzbach holds a B.S. in Plant Science from the University of California, Davis and an M.P.A. in Economics and Public Policy from Princeton University.
|
|||||||
|
Sam Eaton
has served as our Chief Technology Officer since January 2021. Mr. Eaton previously served as Senior Vice President, Engineering from September 2018 to December 2020 and Vice President, Operations and Infrastructure from April 2016 to September 2018, where he was responsible for scaling and innovating our technical infrastructure and backend systems. Mr. Eaton joined Yelp in April 2013 as Director of Engineering to run the site reliability engineering team. Prior to Yelp, Mr. Eaton spent seven years as Director of Web Technology for Future Publishing, a major U.K. media company. Mr. Eaton holds a B.A. in Computing and Artificial Intelligence from the University of Sussex.
|
|||||||
41
|
Jed Nachman
has served as our Chief Operating Officer since August 2016 and previously served as our Chief Revenue Officer from January 2016 to August 2016, Senior Vice President of Revenue from September 2011 to January 2016 and Vice President of Sales from January 2007 to September 2011. Prior to joining us, Mr. Nachman held several senior sales roles at Yahoo! from January 2002 to January 2007, most recently as Director of Corporate Sales for the Western Region for Yahoo! HotJobs, an online job search company. Prior to Yahoo!, Mr. Nachman served as sales manager at HotJobs from June 1999 to 2002, when it was acquired by Yahoo!. Prior to HotJobs, Mr. Nachman was an associate at Robertson Stephens from 1996 to 1998. Mr. Nachman holds a B.A. in Economics from the University of Colorado at Boulder.
|
|||||||
|
Carmen Amara (Orr)
has served as our Chief People Officer since January 2022. Prior to joining us, Ms. Amara held several senior human resources roles at eBay Inc., most recently serving as Vice President of Global People Operations Development from February 2021 to January 2022. Prior to that role, she served as Vice President of People from March 2018 to February 2021 and Senior Director, Human Resources Business Partner – Global Customer Experience from November 2014 to February 2018. Prior to eBay, Ms. Amara served in various roles at The Home Depot from June 2002 to May 2012, including Human Resources Director from 2010 to May 2012. Ms. Amara holds a B.A. in Spanish and International Studies from Colby College and an M.B.A. in International Business from Bentley University, and is certified in Executive Coaching through Columbia University.
|
|||||||
|
Craig Saldanha
has served as our Chief Product Officer since February 2022. Prior to joining us, Mr. Saldanha served in several product roles at Amazon.com, Inc. from July 2013 to February 2022, including most recently as a Director of Product and Engineering for Prime Video from February 2021 to February 2022. Prior to that role, he served as Director and General Manager of X-Ray for Prime Video from August 2018 to February 2021, Head of Amazon Prime Video, India from August 2017 to August 2018 and Senior Manager, Product Management for Prime Video from March 2017 to July 2017. Prior to Amazon, Mr. Saldanha spent a decade at Intel Corporation in various technical roles. Mr. Saldanha holds a B.E. in Electrical Engineering from the University of Mumbai, an M.S. in Computer Engineering from the University of Wisconsin-Madison and an M.B.A. from Carnegie Mellon University.
|
|||||||
42
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our compensation discussion and analysis describes our executive compensation program and the decisions in 2023 regarding compensation for our named executive officers (sometimes referred to as “NEOs”):
•
Jeremy Stoppelman, our Chief Executive Officer;
•
David Schwarzbach, our Chief Financial Officer;
•
Sam Eaton, our Chief Technology Officer;
•
Jed Nachman, our Chief Operating Officer; and
•
Craig Saldanha, our Chief Product Officer.
Executive Summary
This executive summary provides an overview of: (1) our strategy and 2023 business highlights; (2) highlights of our 2023 executive compensation program; (3) the impact of our 2023 advisory vote and stockholder outreach on executive compensation; (4) our executive compensation governance policies and practices; and (5) an analysis of our pay-for-performance alignment.
Our Strategy and 2023 Business Performance
As one of the best known Internet brands in the United States, Yelp is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust us for the more than 260 million ratings and reviews available on our platform of businesses across a broad range of categories, while businesses advertise with us to reach our large audience of purchase-oriented and generally affluent consumers. We believe our ability to provide value to both consumers and businesses not only fulfills our mission to connect consumers with great local businesses, but also positions us well in the local, digital advertising market in the United States.
Our performance in 2023 demonstrated that our product-led strategy can drive durable growth. We delivered one of the strongest financial performances in our company’s history — including another year of record annual revenue and profitable growth — through the consistent execution of our strategic initiatives:
ü
Net revenue increased by 12% year over year to a record $1.34 billion, driven by strong advertiser demand across categories and channels.
ü
Net income nearly tripled from 2022 to a strong $99 million, representing a 7% net income margin, and adjusted EBITDA
1
increased by 23% year over year to a record $330 million, representing a 25% adjusted EBITDA margin.
1
ü
Ad clicks returned to growth in 2023, up 5% year over year as we continued improving our ad technology to more efficiently match consumers with the right advertisers at the right time. Advertiser demand for our high-intent ad clicks remained robust in 2023, driving a 9% increase in average cost per click compared to the prior year.
1
Adjusted EBITDA and adjusted EBITDA margin are not calculated under accounting principles generally accepted in the United States (“GAAP”). For information on how we define and calculate adjusted EBITDA and adjusted EBITDA margin, and a reconciliation of these non-GAAP financial measures to net income and net income margin, see
Appendix A
.
43
ü
By further differentiating the Services product experience for consumers and advertisers, we were able to better connect consumers with service professionals and deliver more valuable leads to Services businesses in 2023. These efforts, which included launching Yelp Guaranteed, improving our matching technology and introducing new dynamic landing pages based on a consumer’s location that serve as an entry point to a monetized project submission flow for certain categories and geographies, contributed to a record $793 million of advertising revenue from Services businesses in 2023.
ü
By prioritizing investments in our Self-serve and Multi-location channels, we have significantly shifted our go-to-market mix toward our most efficient channels in recent years. Our product and marketing investments drove another year of record customer acquisition in our Self-serve channel, which contributed to annual revenue growth of approximately 20% year over year in this channel. Multi-location channel revenue also increased as we continued to expand our product offerings, our Agency Development Program, which streamlines the process by which large media agencies purchase Yelp ads on behalf of their enterprise customers, and Yelp Audiences, our off-Yelp offering.
ü
In 2023, we enhanced the consumer experience with new discovery and review features, including an AI-powered search experience and a more visual and interactive review-writing process. For example, we used advanced technologies such as large language models to more effectively leverage our large first-party dataset for seamless search and discovery experiences. To reduce friction in review writing, we launched review topics, which suggest helpful topics for contributors to cover in their reviews. We also updated the review submission flow to enable users to post high-resolution videos of up to 12 seconds in length alongside their review text and photos. Together, these efforts contributed to 22 million new reviews from Yelp users in 2023, bringing our cumulative reviews to 287 million.
We believe that the investments we have made in our strategic initiatives have led our business to new highs in recent years, and we see further opportunities to build upon this success and deliver even greater value to both consumers and advertisers over the long term. In 2024, we plan to expand upon these initiatives by investing in providing the most trusted local search and discovery platform, delivering the best Home Services experience for consumers and service professionals, optimizing advertiser value through our advanced technology and driving profitable growth through our most efficient channels.
44
2023 Pay Highlights
•
We increased Mr. Saldanha’s base salary by 6% primarily based on internal pay equity considerations. We did not increase the base salary of any other named executive officer for 2023.
•
We increased the target total value of Mr. Eaton’s equity compensation opportunity by 13% primarily based on internal pay equity considerations. We did not increase the target total value of any other named executive officer’s equity compensation opportunity for 2023.
•
Performance-vesting RSUs (“Performance Equity Awards”) comprised 50% of the target total value of each named executive officer’s equity compensation opportunity.
•
We structured 50% of the Performance Equity Awards to vest based on the relative performance of our total stockholder return over a three-year period (the “TSR RSUs”), combining a longer-term performance period and relative performance metric.
•
The TSR RSUs require above-median performance for target payout and cap payout at target if absolute TSR is negative.
•
The remaining 50% of the Performance Equity Awards vest based on annual net revenue and adjusted EBITDA performance goals (the “Financial Performance RSUs”), which are key annual financial metrics aligned with our long-term strategy.
•
Our annual cash incentive program was based on pre-set corporate performance goals (the “Performance Bonus Plan”).
•
95% of the target total value of the direct compensation we awarded to our Chief Executive Officer was “at risk”; an average of 89% of the target total value of the direct compensation awarded to our other named executive officers was at risk.
Impact of 2023 Advisory Vote and Stockholder Outreach on Executive Compensation
At our 2023 Annual Meeting of Stockholders, our annual say-on-pay proposal received approximately 96% support, consistent with the preceding year’s result of 94%. Our Compensation Committee believes that this result reflected strong support for our executive compensation program as it has been structured since 2022. Following significant stockholder engagement in 2021, we expanded the performance-based compensation components for our 2022 executive compensation program to include the Performance Bonus Plan and TSR RSUs, the latter of which incorporated a relative performance metric and a longer performance period.
Although our 2023 say-on-pay proposal received strong support, we proactively solicited further input on pay practices as part of our regular outreach efforts in advance of making executive compensation decisions for 2024. Following our 2023 Annual Meeting, we reached out to, or responded to meeting requests from, stockholders collectively representing approximately 73% of our outstanding shares held by non-affiliates (i.e., excluding shares held by officers and directors). Members of executive management and our Investor Relations team, joined at times by Diane Irvine, the independent Chairperson of our Board, ultimately engaged in substantive discussions with stockholders collectively representing approximately 41% of our outstanding shares held by non-affiliates. These stockholders generally expressed support for the current structure of our executive compensation program.
Based on the feedback from these discussions and the results of our 2023 say-on-pay vote, our Compensation Committee approved executive compensation arrangements for 2024 with the same general structure as the 2023 program.
45
Executive Compensation Governance
Our Board and Compensation Committee have implemented the following compensation and governance policies and practices, which they determined to be in the best interests of our stockholders:
| ☑ | What We Do | ||||
| ü |
Maintain a completely independent Compensation Committee
|
||||
| ü |
Retain an independent compensation consultant
|
||||
| ü |
Structure a substantial majority of total compensation as long-term equity awards
|
||||
| ü |
Set annual and long-term incentive targets based on clearly disclosed, objective performance measures
|
||||
| ü |
Grant performance-based long-term equity awards that constitute a meaningful portion of equity compensation
|
||||
| ü |
Employ our executive officers at will
|
||||
| ü |
Provide reasonable change in control and severance benefits that do not exceed the executive officer’s annual cash compensation (i.e., base salary + cash incentive amount, if any) at the time of termination
|
||||
| ü |
Maintain stock ownership guidelines for executive officers and directors
|
||||
| ü |
Subject incentive-based cash and equity compensation to a clawback policy
|
||||
| ü | Engage with our stockholders and make changes to our compensation program when appropriate | ||||
| ☒ | What We Do Not Do | ||||
|
û
|
No guaranteed
salary increases, guaranteed cash incentives or guaranteed equity compensation
|
||||
|
û
|
No strict benchmarking of compensation
|
||||
|
û
|
No “single-trigger” change in control cash payments or guaranteed equity acceleration
|
||||
|
û
|
No excise tax “gross-ups” for change in control or termination benefits
|
||||
|
û
|
No excessive perquisites or personal benefits
|
||||
|
û
|
No pension arrangements, defined benefit retirement programs or non-qualified deferred compensation plans
|
||||
|
û
|
No
hedging, pledging or other inherently speculative transactions in our equity securities
|
||||
|
û
|
No stock option exchanges or repricings without stockholder approval | ||||
Pay-for-Performance Alignment
Our 2023 executive compensation program was heavily weighted towards at-risk compensation. Our Compensation Committee believes that our combination of appropriate base salary, long-term equity awards, including Performance Equity Awards, and the Performance Bonus Plan appropriately align the interests of our executive team with our performance and the interests of our stockholders:
•
the value of the TSR RSUs depends on the performance of our total stockholder return over a three-year period relative to that of the other companies in the Russell 2000 Index, focusing management on longer-term performance and incorporating a relative performance metric;
•
the Financial Performance RSUs and cash incentive opportunities under the Performance Bonus Plan would have value only to the extent that we achieved certain predetermined performance goals, based on performance measures aligned with our long-term strategy; and
•
RSUs, including any Performance Equity Awards that become eligible to vest based on our performance, will not retain their expected value if our shares lose value.
46
For the pay-versus-performance disclosure prescribed by SEC rules, which does not necessarily reflect the way our Compensation Committee views the alignment between our performance and our named executive officers’ compensation, see the section entitled “
—Pay versus Performance
” below.
In late January 2023, our Compensation Committee approved a target total direct compensation mix (i.e., base salary + target cash incentive + target total value of equity compensation) for our named executive officers that reflected this alignment:
CHIEF EXECUTIVE OFFICER
95% At-Risk
AVERAGE OF OTHER NEOs
89% At-Risk
Executive Compensation Objectives, Philosophy and Design
Objectives and Philosophy
.
We operate in a highly dynamic industry where the market for talent is extremely competitive. As our business has evolved, our Compensation Committee has continued its ongoing efforts to ensure that our executive compensation program is aligned with our strategy and the needs, scale and resources of our business, including our program objectives, philosophy and design. Despite changes in our business and the evolution of our compensation arrangements, we continue to believe our executive compensation program must satisfy certain basic objectives:
|
Attract and retain a team of executive officers with strong leadership and management capabilities
|
Motivate our executive officers to achieve our business objectives
|
Align the interests of our executive officers with those of our stockholders
|
Promote teamwork while also recognizing the role each executive officer plays in our success
|
|||||||||||||||||
We approach these objectives by emphasizing teamwork and long-term value creation through a philosophy of:
•
rewarding performance by making a meaningful portion of compensation dependent on achieving performance goals;
•
maintaining internal pay equity, such that each executive officer’s compensation reflects the relative importance of his role, while at the same time providing a certain amount of parity to promote teamwork;
•
tying a substantial portion of compensation directly to the long-term value and growth of our business and total stockholder return; and
•
establishing pay practices that are both competitive and responsible, have a reasonable cost structure and do not encourage unnecessary or excessive risk taking.
47
Design
.
Based on the above principles, the total compensation package for 2023 for our named executive officers consisted of the following key components:
|
Compensation Component
|
Delivery Method
|
Purpose
|
|||||||||
|
Fixed Compensation
|
Base Salary
|
Cash
|
To compensate our executive officers for their day-to-day responsibilities, at levels necessary to attract and retain executive talent
|
||||||||
|
At-Risk Compensation
|
Short-Term Incentive Awards
|
Annual Cash Incentive
|
To drive achievement of key annual corporate performance goals
|
||||||||
|
Long-Term Incentive Awards
|
Financial Performance RSUs
|
To link pay directly to Company performance in the short term, while service-based vesting component also serves as a retention tool over a longer-term period
|
|||||||||
|
TSR RSUs
|
To link pay to Company’s relative performance over a longer-term performance period
|
||||||||||
|
Service-Vesting RSUs
|
To align pay with long-term stockholder value, while ensuring continued motivation and retention during periods of market volatility
|
||||||||||
|
Post-Employment Change in Control Compensation
|
Executive Severance Benefits Plan
|
Cash and Vesting Acceleration
|
Limited severance and change in control benefits to encourage our executive officers to work to maximize stockholder value
|
||||||||
We also provide our executive officers with comprehensive employee benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, an employee stock purchase plan and other plans and programs made available to all of our eligible employees.
We do not affirmatively set out in any given year, or with respect to any given new hire package, to apportion compensation in any specific ratio between cash and equity, or between long- and short-term compensation. Rather, the total compensation package awarded to our executive officers is determined based on the factors described in the paragraphs above and in greater detail below.
Executive Compensation Program Components
Base Salary
We provide a base salary as a fixed source of compensation for our executive officers, allowing them a degree of certainty in the face of having a substantial portion of their compensation “at risk” in the form of equity awards with value generally contingent on stock price appreciation and, in the case of Performance Equity Awards, achievement of performance goals. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent.
Our Compensation Committee does not apply specific formulas in setting initial salary levels or determining adjustments from year to year. Rather, our Compensation Committee may consider a range of factors, including:
•
the executive officer’s anticipated responsibilities and individual experience;
•
the value of the other elements of the executive officer’s compensation package;
48
•
internal pay equity among our executive officers; and
•
negotiations with the executive officer.
In January 2023, our Compensation Committee approved a 2023 annual base salary for each named executive officer, as set forth in the following table:
|
Name
|
2023 Annual Base Salary
|
Percent Increase from 2022 Base Salary (%)
|
||||||
|
Jeremy Stoppelman
|
$ | 500,000 | — | |||||
|
David Schwarzbach
|
$ | 500,000 | — | |||||
|
Sam Eaton
(1)
|
£ | 374,165 | — | |||||
|
Jed Nachman
|
$ | 500,000 | — | |||||
|
Craig Saldanha
|
$ | 475,000 | 5.6 | |||||
(1) In February 2022, our Compensation Committee approved an annual base salary of $500,000 for Mr. Eaton for 2022. In connection with Mr. Eaton’s relocation to the United Kingdom effective March 16, 2022, his base salary was converted to £374,165 based on the average exchange rate from February 13, 2022 to March 14, 2022.
With the exception of Mr. Saldanha, the Compensation Committee determined not to increase the base salary of any named executive officer for 2023 based on pay equity considerations and its determination that their existing base salaries provided sufficient fixed compensation for retention purposes. The Compensation Committee approved a base salary increase of approximately 6% for Mr. Saldanha primarily based on internal pay equity considerations.
Cash Incentive Compensation
2023 Annual Cash Incentive Opportunity.
In 2022, our Compensation Committee adopted the Performance Bonus Plan, which provides the opportunity for our executive officers to earn annual cash incentives based on the achievement of designated corporate performance goals. The Compensation Committee believes that providing an annual cash incentive opportunity helps drive the achievement of key short-term performance goals as well as attract and retain talented individuals in the competitive market for technology executives.
2023 Target Cash Incentive Opportunity.
To establish each named executive officer’s target cash incentive opportunity for 2023, which is expressed as a percentage of base salary, the Compensation Committee considered peer company practices from Compensia’s 2023 executive compensation analysis, the value of the other elements of the executive officer’s compensation package, and internal pay equity among our executive officers. Based on its consideration of these factors, our Compensation Committee determined to maintain a target cash incentive opportunity for each named executive officer equal to 50% of their respective base salaries.
Although the target cash incentive opportunity for certain named executive officers was substantially lower than the opportunities for comparable executive officers at our peer companies — including for Mr. Stoppelman, whose target opportunity was below the 10
th
percentile for the chief executive officer position — our Compensation Committee determined that it would provide a sufficient short-term cash incentive while maintaining our emphasis on equity. The Compensation Committee also determined that each named executive officer’s target cash incentive opportunity should be the same to maintain internal pay equity.
49
2023 Performance Bonus Plan Goals and Achievement.
For 2023, each named executive officer’s annual cash incentive was determined based on our level of achievement of two corporate performance goals — net revenue and adjusted EBITDA — which are key short-term business metrics aligned with our strategy. Payouts were capped at 200% of target. The Compensation Committee approved the threshold, target and stretch performance levels for each corporate performance goal in January 2023 with the conviction that they were appropriately challenging and demonstrated significant rigor, considering our financial forecasts and business outlook at the time as well as our historical performance. The performance levels for the 2023 corporate performance goals and the associated achievement of each goal are set forth in the following table:
|
Corporate
Performance Goal |
2022 Result
|
Business Outlook
(1)
|
Performance Levels
(2)
|
|||||||||||||||||||||||
| Weighting |
Threshold
(25%)
|
Target
(100%) |
Stretch
(3)
|
2023 Result
|
Payout | |||||||||||||||||||||
| 50% |
2023 Net Revenue
|
$1.19B | $1.29B - $1.31B | $1.26B | $1.32B | $1.40B |
$1.34B
|
126.7% | ||||||||||||||||||
| 50% |
2023 Adjusted EBITDA
(4)
|
$270M | $290M - $310M | $270M | $310M | $350M |
$330M
|
138.4% | ||||||||||||||||||
|
Overall Payout
|
132.5% | |||||||||||||||||||||||||
(1) Business outlook as announced on February 9, 2023.
(2) Payouts for performance between these specified performance levels are linearly interpolated, with performance below the threshold performance level resulting in a 0% payout. Moreover, if the threshold performance level for one corporate performance goal was not achieved, the maximum payout percentage for the other corporate performance goal was capped at 100%, notwithstanding achievement in excess of such goal’s target performance level.
(3) The maximum payout percentages for the 2023 net revenue goal and the 2023 adjusted EBITDA goal were 225% and 175%, respectively.
(4) For purposes of our Performance Bonus Plan, adjusted EBITDA is defined as our non-GAAP adjusted EBITDA financial measure as reported in our periodic filings with the SEC (see
Appendix A
for a detailed definition of adjusted EBITDA and a reconciliation of this non-GAAP metric to net income).
2023 Cash Incentive Payout.
The payouts under the Performance Bonus Plan for 2023 to the named executive officers were as follows:
| Name | 2023 Target Cash Incentive | 2023 Actual Cash Incentive | Percent of 2023 Target Cash Incentive | ||||||||
|
Jeremy Stoppelman
|
$ | 250,000 | $ | 331,353 | 132.5 | % | |||||
|
David Schwarzbach
|
$ | 250,000 | $ | 331,353 | 132.5 | % | |||||
|
Sam Eaton
(1)
|
£ | 187,083 | £ | 247,961 | 132.5 | % | |||||
|
Jed Nachman
|
$ | 250,000 | $ | 331,353 | 132.5 | % | |||||
|
Craig Saldanha
|
$ | 237,500 | $ | 314,785 | 132.5 | % | |||||
(1) Mr. Eaton’s actual cash incentive for 2023 of £247,961 represents $316,225 based on the exchange rate in effect on the payment date.
Craig Saldanha Earned Retention Bonus.
In February 2022, in order to incentivize Mr. Saldanha to join the Company, the Compensation Committee approved a one-time cash retention bonus of $100,000, subject to Mr. Saldanha remaining employed by the Company for one year from his start date in February 2022. The retention
50
bonus was earned and paid to Mr. Saldanha in February 2023 following his satisfaction of this requirement. The Compensation Committee believed this bonus was necessary and appropriate to help secure Mr. Saldanha’s employment by offsetting the compensation opportunities he would forfeit as a result of leaving his former employer.
Equity Compensation
The primary component of our executive compensation program is equity awards. Our Compensation Committee believes this approach has allowed us to attract and retain key talent in our industry and aligned our executive team’s focus and contributions with our long-term interests and those of our stockholders.
In determining the size, form and material terms of executive equity awards, our Compensation Committee may consider, among other things:
•
the executive officer’s total compensation opportunity;
•
the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value;
•
equity awards granted to similarly situated executive officers at our peer group companies;
•
individual accomplishments;
•
any recent changes to the executive officer’s job duties;
•
the executive officer’s existing equity award holdings (including the unvested portion of such awards);
•
internal pay equity among our executive officers;
•
the cost associated with equity awards, including both stockholder dilution and compensation expense; and
•
feedback received from our stockholder outreach discussions.
Equity Compensation Mix
. We deliver equity compensation to our executive officers through a mix of Performance Equity Awards and service-vesting RSUs, with the target total value of each executive officer’s awards split evenly between them. This target mix reflects the most prevalent mix used by our peer group companies and the preferred combination expressed by our investors during our stockholder outreach discussions. In 2023, our Compensation Committee continued to believe that this target mix of Performance Equity Awards and RSUs would best incentivize each individual executive officer and awarded equity compensation with the target total value evenly split between Performance Equity Awards and RSUs to each named executive officer.
All Performance Equity Awards are subject to the achievement of one or more performance goals, and Performance Equity Awards with one-year performance periods are also subject to our standard four-year vesting schedule for RSUs, allowing them to serve as a retention tool in addition to tying executive pay directly to Company performance. Because RSUs have value even in the absence of stock appreciation, RSUs help us retain and incentivize employees during periods of market volatility. RSUs typically vest in equal quarterly installments over four years and, as a result, our Compensation Committee believes they are also an effective tool to motivate our executive officers to build sustainable stockholder value. In addition, RSU awards cover fewer shares of common stock than stock option awards of equivalent grant date fair value, which helps manage the dilutive effect of our equity compensation program.
Target Total Value of Equity Compensation
.
In January 2023, our Compensation Committee reviewed the then-current equity compensation opportunities and holdings of our named executive officers. Using the 2023 peer group equity compensation data as a general reference, and considering the factors described in the bullet
51
points above, our Compensation Committee approved awards consisting of RSUs and Performance Equity Awards covering the following numbers of shares to our named executive officers:
|
Target Total Value
(1)
|
Increase from 2022 Target Total Value
|
Performance Equity Awards at
Target Achievement Level
(2)
|
|||||||||||||||
|
Name
|
RSUs
|
Financial Metrics | 3-Year Relative TSR | ||||||||||||||
|
Jeremy Stoppelman
|
$ | 8,500,000 | —% | 141,667 | 70,834 | 70,834 | |||||||||||
|
David Schwarzbach
|
$ | 4,100,000 | —% | 68,334 | 34,167 | 34,167 | |||||||||||
|
Sam Eaton
(3)
|
$ | 4,100,000 | 13% | 68,334 | 34,167 | 34,167 | |||||||||||
|
Jed Nachman
|
$ | 4,250,000 | —% | 70,834 | 35,417 | 35,417 | |||||||||||
|
Craig Saldanha
|
$ | 3,000,000 |
N/A
(4)
|
50,000 | 25,000 | 25,000 | |||||||||||
(1) “
Target total value” of equity compensation represents the value used by our Compensation Committee to calculate the number of shares subject to each named executive officer’s equity awards at the target performance level, with the number of shares subject to each award calculated based on the closing price of our common stock on the grant date.
This target total value differs from the value reflected in the
Summary Compensation Table
, which
represents the aggregate grant date fair value of each named executive officer’s equity awards calculated in accordance with ASC 718. While the grant date fair value under ASC 718 for RSUs and the Financial Performance RSUs is also calculated
based on the closing price of our common stock on grant date, the grant date fair value for the TSR RSUs is
calculated
using a Monte Carlo model. In addition, the grant date fair value for both the Financial Performance RSUs and the TSR RSUs is calculated assuming the probable outcome of the performance conditions.
(2) The 2023 Performance Equity Awards covered the following numbers of shares at each achievement level:
|
Name
|
Financial Performance RSUs | TSR RSUs | |||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||
|
Jeremy Stoppelman
|
17,709 | 70,834 | 141,668 | 35,417 | 70,834 | 141,668 | |||||||||||||||||
|
David Schwarzbach
|
8,542 | 34,167 | 68,334 | 17,084 | 34,167 | 68,334 | |||||||||||||||||
|
Sam Eaton
|
8,542 | 34,167 | 68,334 | 17,084 | 34,167 | 68,334 | |||||||||||||||||
|
Jed Nachman
|
8,855 | 35,417 | 70,834 | 17,709 | 35,417 | 70,834 | |||||||||||||||||
|
Craig Saldanha
|
6,250 | 25,000 | 50,000 | 12,500 | 25,000 | 50,000 | |||||||||||||||||
(3) The increase to Mr. Eaton’s target total equity value was primarily based on internal pay equity considerations.
(4) Mr. Saldanha was newly hired in 2022 and received time-vesting RSUs valued at $4.0 million as part of his new hire package.
Our Compensation Committee determined that the size of these awards would address our retention goals as well as provide sufficient incentive opportunities to motivate our executive officers to achieve our business objectives. The relative size of the awards reflects our Compensation Committee’s desire for pay parity, while recognizing the scope and importance of each role’s responsibilities. For Mr. Stoppelman, in particular, although
52
his target total cash compensation continued to be well below the median for chief executive officers at our peer group companies, the Compensation Committee determined not to increase the target total value of his equity compensation from his 2022 target total equity value.
TSR RSUs
. In accordance with the preference of our investors, our Compensation Committee tied the vesting of 50% of the target total value of the 2023 Performance Equity Awards to our relative total stockholder return over a three-year period to focus management on longer-term performance. A percentage of the target number of shares subject to the TSR RSUs, ranging from zero to 200%, will vest based on the percentile rank of our total stockholder return relative to that of the other companies in the Russell 2000 Index over the period beginning January 1, 2023 and ending December 31, 2025 (the “TSR Goal”). The Compensation Committee will calculate the percentage of the target shares, if any, that will vest (the “Earned Shares”) based on our level of achievement of the TSR Goal, as follows:
| Threshold | Target | Stretch | |||||||||
|
Percentile Rank
|
25
th
|
55
th
|
75
th
|
||||||||
|
Percent of Target Shares Earned
|
50% | 100% | 200% | ||||||||
Our total stockholder return for the period, as well as the total stockholder return of the other companies in the Russell 2000 Index, will be calculated based on the average closing price of each company’s stock over the last 20 trading days of the performance period compared to the average closing price over the first 20 trading days of the performance period. In the event that our absolute total stockholder return for the performance period is below zero, the Earned Shares may not exceed 100% of the target shares.
The Compensation Committee will make the final determination of our level of achievement of the TSR Goal, as well as the number of Earned Shares, as soon as administratively practicable following the end of the three-year performance period, but no later than March 15, 2026. The Earned Shares, if any, will fully vest (a) on February 20, 2026 if the Compensation Committee has made its determination on or prior to that date, or (b) on March 15, 2026, in each case subject to the applicable executive officer’s continued service as of such vesting date.
Financial Performance RSUs
. The Financial Performance RSUs, which represented the remaining 50% of the target total value of the 2023 Performance Equity Awards, were subject both to the achievement of performance goals for annual financial metrics and our standard four-year vesting schedule for RSUs. The one-year performance period reflects the predominant practice of companies in our industry due to the difficulty for such companies of developing durable longer-term financial goals or repeatable strategic goals.
As in previous years, the performance goals for the Financial Performance RSUs were based on our annual net revenue and adjusted EBITDA, which are key short-term business metrics aligned with our strategy. A percentage of the target number of shares subject to the Financial Performance RSUs, ranging from zero to 200%, would become eligible to vest based on our level of achievement of the net revenue and adjusted EBITDA performance goals measured with reference to the threshold, target and stretch performance levels established for the 2023 Performance Bonus Plan.
Our Compensation Committee was required to make the final determination of our level of achievement of the performance goals, as well as the number of shares subject to the Financial Performance RSUs that would become eligible to vest (which we refer to as the “Eligible Shares”), no later than March 15, 2024. The percentage of the target shares that would become Eligible Shares would be calculated in the same manner as the payout percentage under the 2023 Performance Bonus Plan. On March 15, 2024, the Eligible Shares, if any, would vest to the extent that the applicable executive officer had met the service-based vesting schedule as of such date. Thereafter, the Eligible Shares would continue vesting in accordance with the service-based vesting schedule, subject to the applicable executive officer’s continued service as of each such vesting date.
53
On March 7, 2024, our Compensation Committee evaluated the level of achievement of the performance goals based on the Company’s reported financial results for the year ended December 31, 2023:
| Actual Performance | Achievement Level | |||||||
|
Performance Goal
|
||||||||
|
2023 Net Revenue
|
$1.34B | 126.7% | ||||||
|
2023 Adjusted EBITDA
|
$330M | 138.4% | ||||||
Based on the Company’s performance in 2023, our Compensation Committee determined that 132.5% of the target shares subject to each executive officer’s respective Financial Performance RSUs would become Eligible Shares:
|
Name
|
Eligible Shares
|
||||
|
Jeremy Stoppelman
|
93,885 | ||||
|
David Schwarzbach
|
45,286 | ||||
|
Sam Eaton
|
45,286 | ||||
|
Jed Nachman
|
46,943 | ||||
|
Craig Saldanha
|
33,136 | ||||
In accordance with the terms of the Financial Performance RSUs, 31.25% of these Eligible Shares vested on March 15, 2024. These shares represent the portion of the Eligible Shares that had met the service-based vesting schedule as of such date (i.e., the portion of such shares that would have vested on the four vesting dates in 2023 and the first quarter of 2024). The remaining Eligible Shares will continue vesting on a quarterly basis through the fourth quarter of 2026, subject to the applicable executive officer’s continued service as of each such vesting date.
Post-Employment and Change in Control Compensation
We maintain the Executive Severance Benefits Plan (the “Severance Plan”), which provides that our executive officers are eligible to receive certain cash severance upon an involuntary termination without cause, plus certain equity vesting acceleration if the involuntary termination occurs during the three months prior to a change in control or within the 12 months following a change in control, in each case subject to signing a release of claims and compliance with continuing obligations of confidentiality. For a summary of the material terms and conditions of the Severance Plan, see “
Compensation Plans and Arrangements—Change in Control and Severance Arrangements—Severance Plan
” below.
Our Compensation Committee believed, based on the experience of its members, that such severance benefits are reasonable and allow our executive officers to focus on pursuing business strategies that, while in the best interests of our stockholders, may result in a disruption of their employment. Our Compensation Committee has also determined that the limited benefits upon which an involuntary termination not in connection with a change in control provided under the Severance Plan are in line with the benefits provided at the companies with whom we compete for talent and appropriate to encourage our executive officers to remain with us.
Employee Benefits
We offer standard health, dental, vision, life and disability insurance benefits to our executive officers on the same terms and conditions generally provided to all other employees. Our executive officers may also
54
participate in our broad-based 401(k) plan, which in 2023 included a company match of up to $1,000 per year for employees with less than one year of tenure and up to $3,000 per year for employees with more than one year of tenure, including executive officers. Each of our named executive officers other than Messrs. Stoppelman and Eaton received 401(k) matching contributions in 2023 as set forth in the
Summary Compensation Table
below. We believe these benefits are reasonable and consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining qualified employees. In addition, the Yelp Foundation typically offers to match donations to charitable organizations made by our regular full-time employees, subject to certain limitations on the amount per employee per year. In 2023, Messrs. Schwarzbach and Saldanha participated in this matching program in the amounts of $1,250 and $250, respectively.
We generally do not offer many executive perquisites. However, from time to time, we may consider providing limited perquisites to the extent our Compensation Committee believes that these limited perquisites facilitate the efficient operation of our business, including by helping to attract and retain key talent or addressing security concerns. For example, we may provide tax consulting benefits to executive officers who relocate abroad. As a result of the additional tax burden created by Mr. Nachman’s previous secondment to our wholly owned subsidiary Yelp UK Ltd., we provided Mr. Nachman with tax equalization benefits. We continue to pay for the preparation of his tax returns and tax equalization settlement calculations for the tax years affected by his secondment in accordance with our tax equalization policy and as provided in the letter agreement we entered into with Mr. Nachman in May 2014 (the “Repatriation Agreement”). We currently expect that Mr. Nachman’s tax return for the 2023 tax year (to be filed in 2024) will be the final return affected by his secondment. The actual amounts received by Mr. Nachman are set forth in the
Summary Compensation Table
below. Although the final terms of Mr. Nachman’s compensation during his secondment and in connection with his return were the result of individual negotiations with him, they generally reflected benefits we typically provided to employees we required to relocate abroad at that time.
Mr. Stoppelman’s executive assistant may also provide him with incidental assistance with personal matters, such as personal scheduling support, and the incremental cost to the Company of such services is included in the
Summary Compensation Table
. Because Mr. Stoppelman’s executive assistant is employed and paid by the Company, the aggregate incremental cost to the Company of these services is based on the approximate amount of the executive assistant’s regular time spent on Mr. Stoppelman’s personal matters during a particular year as a percentage of her total time spent working for the Company during that year, multiplied by her applicable Company-paid base salary. We believe providing these services is for the Company’s benefit as they enhance Mr. Stoppelman’s productivity and allow him to operate more effectively.
Summary Information Regarding 2024 Executive Compensation Program
In the fourth quarter of 2023 and first quarter of 2024, our Compensation Committee approved cash and equity compensation arrangements for 2024 with the same general structure as our 2023 executive compensation. However, in line with organization-wide changes to our compensation mix aimed at reducing stock-based compensation expense as a percentage of net revenue, the Compensation Committee increased the base salary and decreased the target total equity compensation value for each named executive officer, as set forth below. As a result of these changes, the target total value of each executive officer’s compensation opportunity for 2024 decreased by 6% to 8% from his 2023 compensation opportunity.
55
| Name |
Annual Base Salary
|
Target Cash Incentive (% of Base Salary)
|
Target Total
Equity Value
(1)
|
Target Total Compensation
|
|||||||||||||||||||
| 2024 |
% Change from 2023
|
2024 |
% Change from 2023
|
2024 |
% Change from 2023
|
||||||||||||||||||
|
Jeremy Stoppelman
|
$600,000 | 20% | 50% | $7,650,045 | (10)% | $8,550,045 | (8)% | ||||||||||||||||
|
David Schwarzbach
|
$550,000 | 10% | 50% | $3,690,036 | (10)% | $4,515,036 | (7)% | ||||||||||||||||
|
Sam Eaton
(2)
|
£430,290 | 15% | 50% | $3,690,036 | (10)% | $4,475,079 | (7)% | ||||||||||||||||
|
Jed Nachman
|
$550,000 | 10% | 50% | $3,825,036 | (10)% | $4,650,036 | (7)% | ||||||||||||||||
|
Craig Saldanha
|
$522,500 | 10% | 50% | $2,700,000 | (10)% | $3,483,750 | (6)% | ||||||||||||||||
(1) The 2024 equity awards covered the following numbers of shares at each achievement level:
|
Name
|
RSUs
|
Financial Performance RSUs | TSR RSUs | |||||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||
|
Jeremy Stoppelman
|
87,470 | 10,934 | 43,735 | 87,470 | 21,868 | 43,735 | 87,470 | |||||||||||||||||||
|
David Schwarzbach
|
42,192 | 5,274 | 21,096 | 42,192 | 10,548 | 21,096 | 42,192 | |||||||||||||||||||
|
Sam Eaton
|
42,192 | 5,274 | 21,096 | 42,192 | 10,548 | 21,096 | 42,192 | |||||||||||||||||||
|
Jed Nachman
|
43,735 | 5,467 | 21,868 | 43,736 | 10,934 | 21,868 | 43,736 | |||||||||||||||||||
|
Craig Saldanha
|
30,872 | 3,859 | 15,436 | 30,872 | 7,718 | 15,436 | 30,872 | |||||||||||||||||||
(2) Mr. Eaton’s 2024 target total compensation and the percentage change from his 2023 target total compensation reflect his cash compensation for each year converted to U.S. dollars based on the average exchange rate in effect between October 1, 2023 and October 10, 2023, reflecting the exchange rate used by the Compensation Committee in setting Mr. Eaton’s 2024 compensation.
Compensation Setting Process
Role of Our Compensation Committee
Our Compensation Committee is primarily responsible for executive compensation decisions, including establishing our executive compensation philosophy and programs, as well as determining specific compensation arrangements for each executive officer. Our Compensation Committee generally reviews our compensation programs and individual executive compensation arrangements on an annual basis to determine whether any changes would be appropriate.
In making executive compensation decisions, our Compensation Committee may consult with its independent compensation consultant and management, as described below; however, our Compensation Committee uses its own judgment, as well as the experiences and individual knowledge of its members, in making final decisions regarding our executive compensation program. We believe this approach helps us compete in hiring and retaining the best possible talent while maintaining a reasonable and responsible cost structure.
Role of Management
In general, our Compensation Committee works closely with members of our management, including our Chief People Officer, to manage and develop our executive compensation program, including reviewing existing
56
compensation arrangements for adjustments (as needed) and establishing new hire packages. Our Finance and People Operations teams work with the Chief People Officer to gather data — which may include information related to each executive officer’s job duties, company-wide pay levels and benefits, current financial constraints, each executive officer’s current equity award holdings, shares available for grant under our equity plans, and company and individual accomplishments, as appropriate — that management reviews in making its recommendations to the Compensation Committee and provides to the Compensation Committee to assist it in making executive compensation decisions.
Our Chief People Officer and, from time to time, other members of our executive management attend meetings (or portions of meetings) of the Compensation Committee to present information and answer questions. Members of our People Operations and Legal teams also attend Compensation Committee meetings. Our Compensation Committee meets in executive session when appropriate to discuss and determine the compensation for each executive officer. No executive officer voted on or was present during the final deliberations of our Compensation Committee regarding the amount or any component of his or her own compensation package or of any other executive officer’s compensation package.
Role of Compensation Consultant
Our Compensation Committee has the authority under its charter to engage its own advisors to assist in carrying out its responsibilities, and typically engages an independent compensation consultant to provide advice on current market practices and other compensation-related matters. We expect our Compensation Committee will continue this practice in the future to ensure that our executive compensation program is competitive and aligned with our strategy. As in past years, our Compensation Committee engaged Compensia to provide the executive compensation advisory services described below in preparation for its 2023 evaluation of our pay practices.
From time to time, representatives of compensation consultants may attend meetings (or portions of meetings) of our Compensation Committee to present information and answer questions. The compensation consultant reports to our Compensation Committee rather than management, though representatives of the firm may meet with members of management and employees in our People Operations and Legal teams to collect data and obtain management’s perspective on compensation for our executive officers.
Our Compensation Committee periodically assesses whether the work of its compensation advisors, including its compensation consultant, presents any conflict of interest, taking into consideration the independence factors required by the NYSE listing standards. Our Compensation Committee most recently evaluated Compensia’s independence in March 2024 and determined that Compensia’s work, including that of the individual compensation advisors it employs, as compensation consultant to our Compensation Committee has not created any conflict of interest and that it is satisfied with Compensia’s independence.
Role of Market Data
To provide a comparative framework for its annual review of our executive compensation program, our Compensation Committee typically reviews the executive compensation practices of a public company peer group. Our Compensation Committee generally compiles our peer company group annually in the third quarter with the assistance of its independent compensation consultant. The compensation consultant then provides a compensation analysis to our Compensation Committee in the fourth quarter, which consists of executive compensation data from these companies’ most recent publicly available compensation disclosures. In some instances, our Compensation Committee may supplement publicly available data from the peer company group with relevant published survey sources.
57
In the third quarter of 2022, in preparation for making executive compensation decisions for 2023, our Compensation Committee requested that Compensia develop an updated peer company group. Based on Compensia’s recommendations, our Compensation Committee approved the following peer company group:
|
1-800-FLOWERS.COM, Inc.
(FLWS)
|
CarGurus, Inc.
(CARG)
|
LendingClub Corp.
(LC)
|
Revolve Group, Inc.
(RVLV)
|
TripAdvisor, Inc.
(TRIP)
|
||||||||||||||||||||||
|
Angi Inc.
(ANGI)
|
Cars.com Inc.
(CARS)
|
LendingTree, Inc.
(TREE)
|
Shutterstock, Inc.
(SSTK)
|
Vacasa, Inc.
(VCSA)
|
||||||||||||||||||||||
|
Box, Inc.
(BOX)
|
Envestnet, Inc.
(ENV)
|
Overstock.com, Inc.
(OSTK)
|
Squarespace, Inc.
(SQSP)
|
Ziff Davis, Inc.
(ZD)
|
||||||||||||||||||||||
|
Bumble Inc.
(BMBL)
|
Frontdoor, Inc.
(FTDR)
|
Redfin Corporation
(RDFN)
|
Stitch Fix, Inc.
(SFIX)
|
ZipRecruiter, Inc.
(ZIP)
|
||||||||||||||||||||||
The companies included in the 2023 peer group were chosen based on generally meeting the industry, revenue, market capitalization and other criteria set forth in the table below as of August 2022. Our corresponding metrics are also included for comparison. Of the seven companies from our 2022 peer group that were not included in the 2023 peer group:
•
Cornerstone OnDemand, Inc., Mandiant, Inc., Proofpoint, Inc. and Stamps.com Inc. were removed because they were acquired (or were in the process of being acquired);
•
Groupon, Inc., was removed because it no longer met our market capitalization parameters; and
•
QuinStreet, Inc. and Quotient Technology Inc. were removed because they no longer met our revenue or market capitalization parameters.
| Industries | Net Revenue Over Previous Four Quarters | Market Capitalization |
Other Criteria (Preferred but Not Required)
|
|||||||||||
|
2023 Peer Group Companies
|
Internet and Direct Marketing Retail |
$636M – $2.4B
|
$599M – $6.7B
|
Positive revenue growth | ||||||||||
| Interactive Media and Services | ||||||||||||||
|
$1.195B median
|
$2.1B median
|
Market cap 2.5x annual net revenue | ||||||||||||
| Application and Systems Software | ||||||||||||||
| Yelp Inc. | Interactive Media and Services |
$1.118B
|
$2.1B
|
19% year-over-year revenue growth
(1)
|
||||||||||
|
Market cap 1.9x annual net revenue
|
||||||||||||||
(1) For the four quarters ended June 30, 2022.
Compensia subsequently provided a compensation analysis to our Compensation Committee consisting of a detailed market assessment and retention analysis for our named executive officers, as well as an overview of market trends. Our Compensation Committee reviewed Compensia’s analysis and market data to inform its
58
evaluation of our executive compensation program for 2023; however, it did not benchmark to any particular level.
Role of Stockholder Input
Our Compensation Committee considers the voting results from our most recent annual advisory vote on executive compensation, as well as any specific input provided by stockholders through our engagement activities, in determining executive compensation levels.
When our Compensation Committee made 2023 executive compensation decisions in January 2023, the most recent advisory vote results were from our 2022 Annual Meeting of Stockholders, at which approximately 94% of the votes affirmatively cast were voted in favor of the say-on-pay proposal approving the compensation of our named executive officers. Based on this result, feedback from investors during our stockholder outreach discussions and its ongoing review of our compensation practices, our Compensation Committee determined not to make any significant changes to our executive compensation program for 2023.
Additional information about stockholder engagement and the impact of our say-on-pay proposal at our 2023 Annual Meeting of Stockholders is set forth above under “
—Executive Summary—Impact of 2023 Advisory Vote and Stockholder Outreach on Executive Compensation
.”
Other Compensation Policies
Stock Ownership Guidelines
. In December 2018, we adopted stock ownership guidelines for our executive officers and non-employee directors. The stock ownership guidelines require our Chief Executive Officer to attain ownership of the greater of (a) 30,000 shares or (b) shares valued at 3x his base salary, and require each of our other executive officers to attain ownership of the lesser of (w) shares valued at 1x his base salary or (x) 10,000 shares. Non-employee directors must attain ownership of the lesser of (y) 3x the director’s annual cash retainer for service on the Board, excluding committee fees, or (z) 2,000 shares. For purposes of our stock ownership guidelines, the calculation of an individual’s stock ownership includes the in-the-money value of vested, unexercised stock options, but does not include unvested RSUs or unearned Performance Equity Awards.
Each executive officer and director must achieve this minimum position by the later of (x) December 5, 2021 or (y) three years after the individual became subject to the Stock Ownership Guidelines. Each of our named executive officers currently exceeds his ownership requirement under the Stock Ownership Guidelines and would continue to exceed his ownership requirement even excluding in-the-money vested, unexercised stock options.
Equity Grant Timing
. Equity awards for executive officers are typically approved by the Compensation Committee in the early part of each year as part of the Compensation Committee’s approval of our annual executive compensation program. The timing of our equity awards is not coordinated in a manner that intentionally benefits our executive officers; grant dates typically occur on dates determined in accordance with our policy regarding the timing of the grant of equity awards. This policy provides, among other things, that the grant date for equity awards approved by written consent will generally be the next of the following dates to occur on or after the date the consent is effective: the fifth business day of the month or tenth business day of the month. The grant date for equity awards approved at regularly scheduled meetings is typically the meeting date. On limited occasions, grant dates may occur later or outside of our annual grant cycle for new hires, promotions, retention and other purposes.
Prohibition on Short Sales, Margin Purchases, Hedging and Pledging
. Our Board has adopted an Insider Trading Policy that prohibits our employees and directors, among others, from engaging in the following transactions in the Company’s securities:
59
•
holding Yelp securities in a margin account or otherwise pledging Yelp securities as collateral;
•
short sales;
•
trading in puts, calls and other derivative securities;
•
other inherently speculative transactions in our equity securities; and
•
hedging, including through financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.
Prior to engaging in any transaction in the Company’s securities, certain individuals must first obtain pre-clearance of the transaction from the Company’s General Counsel, except with respect to trading pursuant to certain written plans, contracts, instructions or arrangements under Rule 10b5-1 that have been approved by the Company. These pre-clearance requirements apply to our executive officers and Board members, as well as (a) all employees at the vice president level and above, (b) employees on our Legal team and (c) such other employees as we may designate from time to time because of their access to sensitive Company information.
Compensation Recovery Policies
. In accordance with the new requirements of the SEC and NYSE listing standards, we adopted an Incentive Compensation Recoupment Policy (the “Clawback Policy”) in September 2023 that requires us to seek recovery of erroneously awarded incentive-based compensation received by our executive officers during any three-year period prior to the date the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under the securities laws, including any required accounting restatement that results from the correction of an error that is material to the previously issued financial statement(s), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In the event of a financial restatement, any executive officer of the Company would forfeit the amount of any incentive-based compensation paid during the three years preceding the date of the restatement that the Compensation Committee determines exceeds the amount the employee would have received had the revised financial statement(s) been used to determine the compensation, subject to certain exceptions. The Clawback Policy applies to incentive-based compensation received on or after October 2, 2023, as further described in the Clawback Policy.
Our Clawback Policy is filed as an exhibit to our Annual Report.
We also maintain a Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”) that requires us to seek to recover certain incentive-based compensation from a current or former officer who is (or was at the relevant time) subject to Section 16 of the Exchange Act (an “Affected Officer”) if: (a) we are required to prepare an accounting restatement for any fiscal period commencing after the adoption of the Recoupment Policy due to material non-compliance with any financial reporting requirement and (b) it is determined that fraud, gross negligence or intentional misconduct by such Affected Officer contributed to the non-compliance underlying the restatement. The Recoupment Policy was adopted in January 2019 and applies to incentive-based compensation received prior to October 2, 2023.
Tax and Accounting Considerations
Deductibility of Executive Compensation
.
Under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code (the “Code”), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for (i) certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date or (ii) the reliance period exception for certain compensation paid by corporations that became publicly held on or before December 20, 2019.
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Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.
Taxation of “Parachute” Payments and Deferred Compensation
.
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain defined limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code. We have not historically, and did not in 2023, provide any executive officer, including any named executive officer, with a “gross up” or other reimbursement payment for any tax liability that he might owe as a result of the application of Sections 280G, 4999 or 409A of the Code, and we have not agreed, and are not otherwise contractually obligated to provide, any named executive officers with such a “gross up” or other reimbursement in connection with such taxes.
Accounting Treatment
.
The accounting impact of our compensation programs is a factor that the Compensation Committee considers in determining the size and structure of our programs to ensure that our compensation programs are reasonable and in the best interests of the stockholders.
Compensation Committee Report
(1)
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained in this Proxy Statement. Based on such review and discussion, our Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s definitive proxy statement for its 2024 Annual Meeting of Stockholders.
Respectfully submitted,
The Compensation Committee of the Board of Directors
Fred D. Anderson, Jr., Chairperson
Sharon Rothstein
Tony Wells
____________________
(1) The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of Yelp under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Compensation Risk Assessment
As part of its annual review of our executive compensation program for 2023, as well as the compensation programs generally available to our employees, our Compensation Committee considered potential risks arising from our compensation policies and practices, as well as the management of these risks, in light of our overall business, strategy and objectives.
Based on its review, the Compensation Committee concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not create risk that is reasonably likely to have a material adverse effect on the Company. In making this determination, the Compensation Committee considered our pay mix, base salaries, the attributes of our variable compensation programs, including our equity program, cash incentive opportunities and sales compensation plans, as well as our alignment with market pay levels and compensation program designs.
The Compensation Committee believes the structure of our compensation program for executive officers does not encourage excessive or unnecessary risk-taking behavior. The base salary component does not encourage risk taking because it is a fixed amount. Although the cash incentive opportunity under the Performance Bonus Plan and the Financial Performance RSUs have short-term performance goals, the significant weighting of our executive compensation program towards long-term equity discourages short-term risk taking. Long-term equity awards (including Eligible Shares earned under Financial Performance RSUs) do not encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our stock price and because awards are staggered and subject to long-term vesting schedules or performance periods to help ensure that executives have significant value tied to long-term stock price performance.
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Summary Compensation Table
The following table shows compensation awarded to, paid to or earned by our named executive officers for the years ended December 31, 2023, 2022 and 2021.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) |
Stock
Awards
(1)
($)
|
Non-Equity Incentive Plan Compensation
(2)
($)
|
All Other Compensation ($) | Total ($) | ||||||||||||||||
|
Jeremy Stoppelman
|
2023 |
500,000
|
— |
|
331,353 |
30,121
(3)
|
|
||||||||||||||||
|
Chief Executive Officer
|
2022 | 500,000 | — | 10,109,480 | 207,125 |
29,662
|
|
||||||||||||||||
|
|
2021 | 500,000 | — | 9,516,849 | — |
27,827
|
|
||||||||||||||||
|
David Schwarzbach
|
2023 | 500,000 | — | 4,976,936 | 331,353 |
3,000
(4)
|
5,811,289 | ||||||||||||||||
|
Chief Financial Officer
|
2022 | 500,000 | — | 4,876,423 | 207,125 |
2,925
|
5,586,473 | ||||||||||||||||
|
|
2021 | 450,000 | — | 4,078,672 | — |
1,575
|
4,530,247 | ||||||||||||||||
|
Sam Eaton
(5)
|
2023 | 465,424 | — | 4,976,936 | 316,225 | — | 5,758,585 | ||||||||||||||||
|
Chief Technology Officer
|
2022 | 462,352 | — | 5,960,051 | 186,525 | — | 6,608,928 | ||||||||||||||||
|
|
2021 | 500,000 | — | 3,860,801 | — | — | 4,360,801 | ||||||||||||||||
|
Jed Nachman
|
2023 | 500,000 | — | 5,159,017 | 331,353 |
17,564
(6)
|
6,007,933 | ||||||||||||||||
|
Chief Operating Officer
|
2022 | 500,000 | — | 5,054,740 | 207,125 |
113,672
(7)
|
5,875,538 | ||||||||||||||||
|
|
2021 | 450,000 | — | 4,758,464 | — |
69,613
(8)
|
5,278,078 | ||||||||||||||||
|
Craig Saldanha
(9)
|
2023 | 475,000 | 100,000 | 3,641,625 | 314,785 |
3,000
(4)
|
4,534,410 | ||||||||||||||||
|
Chief Product Officer
|
2022 | 398,077 | 625,000 | 3,583,558 | 186,413 |
800
|
4,793,848 | ||||||||||||||||
(1) The amounts reported here do not reflect the actual economic value realized by our named executive officers. In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock awards, calculated in accordance with ASC 718. The grant date fair values of RSU awards and Financial Performance RSUs are calculated based on the closing price of our common stock on the date of grant. Assumptions used in the calculation of the grant date fair value of the TSR RSUs are set forth in footnote 5 to the
Grants of Plan-Based Awards Table
below.
The grant date fair value of the Performance Equity Awards assumes the probable outcome of the performance conditions (i.e., at 125.5% of target for the Financial Performance RSUs and 160.1% for the TSR RSUs). If the Performance Equity Awards were instead valued based on the maximum outcome of the performance conditions, the grant date fair values of such awards would increase as follows: from $6,067,995 to $8,500,080 for Mr. Stoppelman; from $2,926,916 to $4,100,040 for Mr. Schwarzbach; from $2,926,916 to $4,100,040 for Mr. Eaton; from $3,033,997 to $4,250,040 for Mr. Nachman; and from $2,141,625 to $3,000,000 for Mr. Saldanha.
(2) The amounts reported here reflect payouts to the named executive officers under the Performance Bonus Plan for performance in 2023, which were paid in March 2024.
(3) The amount reported consists of (a) $29,994 of incremental cost to the Company for assistance with personal matters provided by Mr. Stoppelman’s executive assistant and (b) $127 of incremental cost to the Company for certain online security services provided by the Company. See “
—Compensation Discussion and Analysis—Executive Compensation Program Components—Employee Benefits
” for more details.
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(4) The amount reported consists of Company-paid 401(k) plan matching contributions. These benefits were provided to the named executive officers on the same terms as provided to all of our regular full-time employees.
(5) Mr. Eaton’s cash compensation was paid in British pounds. His base salary was converted using the average exchange rate for 2023 and his payout under the Performance Bonus Plan was converted using the exchange rate in effect on the payment date.
(6) The amount reported consists of (a) $3,000 of Company-paid 401(k) matching contributions, (b) $14,500 of tax preparation payments paid pursuant to Mr. Nachman’s Repatriation Agreement and (c) $64 of incremental cost to the Company for certain online security services provided by the Company.
(7) This amount reflects the addition of the following amounts to the amount previously reported: (a) $25,473 in tax equalization payments made on behalf of Mr. Nachman for 2022; and (b) $3,050 in payments related to the preparation of Mr. Nachman’s 2022 tax returns incurred after April 26, 2023, the date that our definitive proxy statement for our 2023 Annual Meeting of Stockholders was filed with the SEC. The tax equalization payments represent additional taxes on income imputed to Mr. Nachman as a result of our payment of certain other taxes on his behalf.
(8) This amount reflects the addition of $1,550 to the amount previously reported, which represents payments related to the preparation of Mr. Nachman’s 2021 tax returns incurred after April 26, 2023.
(9) Mr. Saldanha began his employment with the Company on February 14, 2022. Because Mr. Saldanha was not a named executive officer prior to 2022, SEC rules do not require his compensation for 2021 to be reported.
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Compensation Plans and Arrangements
Employment Agreements
We entered into amended and restated employment letter agreements with Messrs. Stoppelman and Nachman on February 3, 2012. The amended and restated employment letter agreements provided that our executive officers are eligible to participate in our incentive compensation programs, insurance programs and other employee benefit plans established by us, including our Severance Plan.
We entered into employment agreements with Messrs. Schwarzbach and Saldanha on December 27, 2019 and January 13, 2022, respectively. The agreements provide for initial base salary, e
ligibility to participate in our standard benefit plans, including the Severance Plan, and initial equity awards. Mr. Saldanha’s agreement also provides for his signing bonus and retention bonus.
We entered into an employment letter agreement with Mr. Eaton on August 26, 2013 that provided for his initial base salary, eligibility to participate in our standard benefit plans and initial equity awards, but did not provide for severance. Effective March 16, 2022, Mr. Eaton relocated from the United States to the United Kingdom and became an employee of our wholly owned subsidiary Yelp UK Ltd. pursuant to a contract of employment dated as of the same date (the “U.K. Employment Agreement”). Mr. Eaton’s U.K. Employment Agreement provides for his base salary in British Pounds, eligibility to participate in our standard U.K. employee benefit plans and the Severance Plan, and termination provisions.
The employment agreements described above do not provide for a specific employment term and our executive officers are employed on an at-will basis, with the exception of Mr. Eaton, whose employment may be terminated with the greater of two months’ notice or the applicable statutory minimum notice under the terms of the U.K. Employment Agreement.
Performance Bonus Plan
The Performance Bonus Plan is an annual incentive program pursuant to which each executive who is deemed to be an officer under Section 16 of the Exchange Act (a “Section 16 officer”) is eligible to participate in, and, if warranted, to receive an annual performance-based cash incentive thereunder. The amount of the cash incentive payment is based on a target award expressed as either a pre-set target percentage of the participant’s annual base salary earned during the year or a set dollar amount. The Compensation Committee is responsible for establishing the target awards as well as the proportion of the target award that will be based on corporate performance goals and individual performance goals, if any.
The corporate performance goals under the Performance Bonus Plan are established by the Compensation Committee and may be based on performance criteria as described in the plan document. Individual performance goals may be based on the participant’s contributions toward the achievement of the corporate goals, department goals for such individual’s area of accountability or responsibility, or other individual goals derived from or related to the corporate performance goals for such year.
For each participant, the amount of the cash incentive payment for a given year depends upon the Company’s achievement of the applicable corporate performance goals established by the Compensation Committee for that year, and, if applicable, an assessment of the participant’s individual performance and such other factors as the Compensation Committee may determine appropriate. For any year, the achieved corporate performance percentage and/or the individual performance percentage may exceed 100%, provided that neither may exceed 200% or such other maximum payout limitation set by the Compensation Committee for the applicable year. Each participant must remain a Section 16 officer through the cash incentive payment date to be eligible to receive the cash incentive. Cash incentives are paid in cash unless otherwise determined by the Compensation Committee.
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Change in Control and Severance Arrangements
Severance Plan
Each of our executives at the level of vice president or above who is deemed to be a Section 16 officer and selected by the Board is eligible to participate in the Severance Plan, including each of our named executive officers.
Each eligible participant who suffers an involuntary termination without cause or, in the case of our Chief Executive Officer, a constructive termination will be eligible to receive, provided that he or she signs a release of claims and complies with continuing obligations of confidentiality, (i) a lump sum cash payment equal to one year of his or her then-current base salary, (ii) a lump sum cash incentive payment equal to the actual cash incentive amount the participant would have earned for the year in which the termination occurred, if any, based on our actual performance, prorated for the period of active service, and (iii) one year of company-paid health insurance coverage.
In the event a participant suffers an involuntary termination without cause or a constructive termination within a Change in Control Period, the lump sum cash incentive payment will be equal to the actual cash incentive amount as if we had achieved all of the goals at the target level of achievement under the Performance Bonus Plan in the year in which the termination occurred and will not be pro-rated. Additionally, each participant who experiences an involuntary termination without cause or a constructive termination during a Change in Control Period will receive accelerated vesting of 100% of the number of their unvested shares subject to each equity award held by such participant that was awarded after the adoption of the Severance Plan.
These benefits are subject to a “best after-tax” provision in the case where benefits would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the Code. This means that the executive officer will receive whichever of the following two alternative forms of payment would result in the executive officer’s receipt, on an after-tax basis, of the greater amount of benefits notwithstanding that all or some portion of the benefit may be subject to the excise tax: (a) payment in full of the entire amount of the benefits or (ii) payment of only a part of the benefit so that the executive officer receives the largest benefit possible without the imposition of the excise tax. If a participant has other severance benefits in another agreement with us, he or she will not receive double benefits.
2023 Financial Performance RSUs
If a change in control (as defined in the Severance Plan) had occurred during the performance period for the 2023 Financial Performance RSUs, the number of shares subject to such awards that would have become Eligible Shares would have been the target number of shares subject to the awards pro-rated based on the number of days elapsed in the performance period as of the effective time of such change in control. The portion of such Eligible Shares that had met the time-based vesting schedule would have become vested as of the quarterly vest date immediately following the effective date of the change in control.
If a change in control occurs at a time when any Eligible Shares (including Eligible Shares resulting from such change in control) are outstanding and not fully vested, such Eligible Shares will be eligible to continue vesting pursuant to the service-based vesting schedule after the change in control if the acquiring, surviving or continuing entity continues, assumes or substitutes for the Financial Performance RSUs in such change in control on substantially the same terms and conditions in effect as prior to the transaction, subject to potential vesting acceleration upon or following such change in control pursuant to the terms of the Severance Plan. Notwithstanding the terms of the Severance Plan, the vesting acceleration provisions of such plans will apply to Eligible Shares only; if a change in control had occurred after the performance period, no shares subject to the 2023 Financial Performance RSUs would have been eligible for vesting acceleration under the Severance Plan if the Company had not achieved the applicable threshold performance level.
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TSR RSUs
If a change in control (as defined in the Severance Plan) occurs during the performance period for the 2022 or 2023 TSR RSUs, the number of shares subject to each such award that become Earned Shares will be determined based on the percentile rank of our total stockholder return relative to that of the other companies in the Russell 2000 Index calculated as follows:
•
the Company’s total stockholder return will be calculated based on the fair market value of the per-share consideration received by the Company’s stockholders in the change in control compared to the average closing price of its stock over the first 20 trading days of the applicable performance period; and
•
the total stockholder return of the other companies in the Russell 2000 Index will be calculated based on the average closing price of each company’s stock over the 20 trading days ending on the last trading day prior to the change in control compared to the average closing price over the first 20 days of the applicable performance period.
If the acquiring, surviving or continuing entity continues, assumes or substitutes for the TSR RSUs, any Earned Shares will vest on the first day following the end of the performance period (i.e., January 1, 2025 for the 2022 TSR RSUs and January 1, 2026 for the 2023 TSR RSUs), subject to the recipient’s continued service through the end of the respective performance periods as well as to potential vesting acceleration upon or following such change in control pursuant to the terms of the Severance Plan. If the TSR RSUs are not assumed, substituted for or continued by the acquiring, surviving or continuing entity, any Earned Shares will vest immediately prior to the closing of the change in control, subject to the recipient’s continued service through the closing date of such change in control.
Other Equity Awards
Equity awards are subject to potential vesting acceleration under the terms of our 2012 Equity Incentive Plan, as amended (the “2012 Plan”). The 2012 Plan provides that in the event of a specified corporate transaction, as defined in the 2012 Plan, the administrator will determine how to treat each outstanding stock award. The administrator may: (1) arrange for the assumption, continuation or substitution of a stock award by a successor corporation; (2) arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation; (3) accelerate the vesting of a stock award and provide for its termination prior to the transaction; (4) arrange for the lapse of any reacquisition or repurchase rights held by us; or (5) cancel the stock award prior to the transaction in exchange for a cash payment, which may be reduced by the exercise price payable in connection with the stock award. The administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner.
The administrator may provide, in an individual award agreement or in any other written agreement between a participant and us, that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a change in control (as defined in the 2012 Plan). In the absence of such a provision, no such acceleration of the stock award will occur.
Additional Benefits
We maintain a tax-qualified 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under our 401(k) plan, employees may elect to defer a portion of their eligible compensation, subject to applicable annual limits under the Code. We intend for the 401(k) plan to qualify under Section 401(a) and 501(a) of the Code so that contributions by employees to the 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from the 401(k) plan.
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For a description of additional benefits we offer to our executive officers, including health and welfare benefits, please
see “
—Compensation Discussion and Analysis—Executive Compensation Program Components—Employee Benefits
.”
Pension Benefits
Other than with respect to the 401(k) Plan, our employees, including our named executive officers, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.
Non-Qualified Deferred Compensation
During the year ended December 31, 2023, our employees, including our named executive officers, did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.
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Grants of Plan-Based Awards
The following table shows certain information regarding grants of plan-based awards to our named executive officers during the year ended December 31, 2023.
Grants of Plan-Based Awards in the Year Ended December 31, 2023
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
All Other Stock Awards: Number of Shares of Stock or Units
(3)
(#)
|
Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||
| Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||
| Jeremy Stoppelman | ||||||||||||||||||||||||||||||||
| 1/25/23 | 1/25/23 | 62,500 | 250,000 | 500,000 | — | — | — | — | — | |||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 17,709 | 70,834 | 141,668 | — |
2,665,838
(4)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 35,417 | 70,834 | 141,668 | — |
3,402,157
(5)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | — | — | — | 141,667 |
4,250,010
(6)
|
|||||||||||||||||||||||
| David Schwarzbach | ||||||||||||||||||||||||||||||||
| 1/25/23 | 1/25/23 | 62,500 | 250,000 | 500,000 | — | — | — | — | — | |||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 8,542 | 34,167 | 68,334 | — |
1,285,875
(4)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 17,084 | 34,167 | 68,334 | — |
1,641,041
(5)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | — | — | — | 68,334 |
2,050,020
(6)
|
|||||||||||||||||||||||
| Sam Eaton | ||||||||||||||||||||||||||||||||
| 1/25/23 | 1/25/23 | 56,583 | 226,332 | 452,665 | — | — | — | — | — | |||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 8,542 | 34,167 | 68,334 | — |
1,285,875
(4)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 17,084 | 34,167 | 68,334 | — |
1,641,041
(5)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | — | — | — | 68,334 |
2,050,020
(6)
|
|||||||||||||||||||||||
| Jed Nachman | ||||||||||||||||||||||||||||||||
| 1/25/23 | 1/25/23 | 62,500 | 250,000 | 500,000 | — | — | — | — | — | |||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 8,855 | 35,417 | 70,834 | — |
1,332,919
(4)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 17,709 | 35,417 | 70,834 | — |
1,701,079
(5)
|
|||||||||||||||||||||||
| — | — | — | — | — | — | 70,834 |
2,125,020
(6)
|
|||||||||||||||||||||||||
| Craig Saldanha | ||||||||||||||||||||||||||||||||
| 1/25/23 | 1/25/23 | 59,375 | 237,500 | 475,000 | — | — | — | — | — | |||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 6,250 | 25,000 | 50,000 | — |
940,875
(4)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | 12,500 | 25,000 | 50,000 | — |
1,200,750
(5)
|
|||||||||||||||||||||||
| 1/25/23 | 1/25/23 | — | — | — | — | — | — | 50,000 |
1,500,000
(6)
|
|||||||||||||||||||||||
(1) The amounts in this column represent the 2023 cash incentive opportunity under the Performance Bonus Plan. Please see “
—Compensation Discussion and Analysis—Executive Compensation Components—Cash
69
Incentive Compensation
.” Mr. Eaton’s opportunity at each achievement level was converted from British pounds to U.S. dollars using the exchange rate in effect on January 1, 2023.
(2) The amounts in this column represent shares of common stock subject to Performance Equity Awards granted pursuant to our 2012 Plan. Please see
“
—Compensation Discussion and Analysis—Executive Compensation Program Components—Equity Compensation
.”
(3) The
amounts in this column represent shares of common stock subject to RSU awards granted pursuant to our 2012 Plan. Please see “
—Compensation Discussion and Analysis—Executive Compensation Program Components—Equity Compensation
.”
(4) This amount represents the grant date fair value of the Financial Performance RSUs calculated in accordance with ASC 718 and assuming the probable outcome of the performance conditions. The grant date fair value of the Financial Performance RSUs is calculated based on the closing price of our common stock on the date of grant.
(5)
This amount represents the grant date fair value of the TSR RSUs calculated in accordance with ASC 718 and
assuming the probable outcome of the performance conditions
. We used a Monte Carlo model to determine the grant date fair value of the TSR RSUs, which requires assumptions and judgments about the variables used in the calculation. We used the following assumptions for the Monte Carlo model:
Remaining Performance Period: 2.93 years
Expected Volatility: 58.83%
Compounded Risk-Free Interest Rate (2.93-year): 3.77%
Compounded Dividend Yield: 0%
(6) This amount represents the grant date fair value of the RSU award calculated in accordance with ASC 718
based on the closing price of our common stock on the date of grant.
70
Outstanding Equity Awards at Fiscal Year End
The following table shows certain information regarding outstanding equity awards at December 31, 2023 for the named executive officers.
Outstanding Equity Awards at December 31, 2023
|
|
|
Option Awards | Stock Awards | ||||||||||||||||||||||||||
| Name | Grant Date | 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 ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | ||||||||||||||||||||
| Jeremy Stoppelman | |||||||||||||||||||||||||||||
| 01/08/2015 | 32,600 | — | 53.83 | 01/08/2025 | — | — | — | — | |||||||||||||||||||||
| 03/09/2016 | 426,200 | — | 20.47 | 03/09/2026 | — | — | — | — | |||||||||||||||||||||
| 03/01/2017 | 347,650 | — | 34.66 | 03/01/2027 | — | — | — | — | |||||||||||||||||||||
| 03/01/2017 | 305,950 | — | 34.66 | 03/01/2027 | — | — | — | — | |||||||||||||||||||||
| 01/16/2018 | 288,000 | — | 43.58 | 01/16/2028 | — | — | — | — | |||||||||||||||||||||
| 02/07/2019 | 272,700 | — | 36.25 | 02/07/2029 | — | — | — | — | |||||||||||||||||||||
| 02/05/2021 | — | — | — | — |
29,855
(3)
|
1,413,336 | — | — | |||||||||||||||||||||
| 02/22/2021 | — | — | — | — |
40,690
(4)
|
1,926,265 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
60,164
(3)
|
2,848,164 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
24,926
(4)
|
1,179,997 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — | — | — |
120,328
(5)
|
5,696,328 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — |
106,251
(3)
|
5,029,922 | — | — | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
141,668
(6)
|
6,706,563 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
141,668
(5)
|
6,706,563 | |||||||||||||||||||||
| David Schwarzbach | |||||||||||||||||||||||||||||
| 03/06/2020 | 67,406 |
4,494
(7)
|
28.94 | 03/06/2030 | — | — | — | — | |||||||||||||||||||||
| 03/06/2020 | — | — | — | — |
2,879
(8)
|
136,292 | — | — | |||||||||||||||||||||
| 02/05/2021 | — | — | — | — |
12,795
(3)
|
605,715 | — | — | |||||||||||||||||||||
| 02/22/2021 | — | — | — | — |
17,440
(4)
|
825,610 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
29,021
(3)
|
1,373,854 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
12,024
(4)
|
569,216 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — | — | — |
58,042
(5)
|
2,747,708 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — | |||||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
68,334
(6)
|
3,234,932 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
68,334
(5)
|
3,234,932 | |||||||||||||||||||||
| Sam Eaton | |||||||||||||||||||||||||||||
| 06/30/2014 | 7,100 | — | 76.68 | 06/30/2024 | — | — | — | — | |||||||||||||||||||||
| 07/01/2015 | 2,950 | — | 42.44 | 07/01/2025 | — | — | — | — | |||||||||||||||||||||
| 02/05/2021 | — | — | — | — |
19,192
(3)
|
908,549 | — | — | |||||||||||||||||||||
71
|
|
|
Option Awards | Stock Awards | ||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | ||||||||||||||||||||
| 02/22/2021 | — | — | — | — |
8,720
(4)
|
412,805 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
25,786
(3)
|
1,220,709 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
11,325
(9)
|
536,126 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
10,682
(4)
|
505,686 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — | — | — |
51,572
(5)
|
2,441,418 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — | |||||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
68,334
(6)
|
3,234,932 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
68,334
(5)
|
3,234,932 | |||||||||||||||||||||
| Jed Nachman | |||||||||||||||||||||||||||||
| 01/08/2015 | 24,450 | — | 53.83 | 01/08/2025 | — | — | — | — | |||||||||||||||||||||
| 03/09/2016 | 53,300 | — | 20.47 | 03/09/2026 | — | — | — | — | |||||||||||||||||||||
| 03/01/2017 | 83,450 | — | 34.66 | 03/01/2027 | — | — | — | — | |||||||||||||||||||||
| 01/16/2018 | 117,850 | — | 43.58 | 01/16/2028 | — | — | — | — | |||||||||||||||||||||
| 02/07/2019 | 83,900 | — | 36.25 | 02/07/2029 | — | — | — | — | |||||||||||||||||||||
| 02/05/2021 | — | — | — | — |
14,928
(3)
|
706,692 | — | — | |||||||||||||||||||||
| 02/22/2021 | — | — | — | — |
20,346
(4)
|
963,180 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
30,082
(3)
|
1,424,082 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — |
12,462
(4)
|
589,951 | — | — | |||||||||||||||||||||
| 02/14/2022 | — | — | — | — | — | — |
60,164
(5)
|
2,848,164 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — |
53,126
(3)
|
2,514,985 | — | — | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
70,834
(6)
|
3,353,282 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
70,834
(5)
|
3,353,282 | |||||||||||||||||||||
| Craig Saldanha | |||||||||||||||||||||||||||||
| 03/14/2022 | — | — | — | — |
64,711
(10)
|
3,063,419 | — | — | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — |
37,500
(3)
|
1,775,250 | — | — | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
50,000
(6)
|
2,367,000 | |||||||||||||||||||||
| 01/25/2023 | — | — | — | — | — | — |
50,000
(5)
|
2,367,000 | |||||||||||||||||||||
(1) Represents the market value of the unvested shares subject to each RSU based on the closing price of our common stock on December 30, 2023, which was $47.34 per share.
(2) Represents the market value of the unvested shares subject to each Performance Equity Award based on a price of $47.34 per share.
(3)
1/16
th
of the shares subject to this RSU vest on a quarterly basis over four years following the grant date.
(4) 31.25% of the shares underlying this Performance Equity Award vested on March 15th of the calendar year following the grant date, with 6.25% of the shares vesting quarterly thereafter until fully vested.
72
(5) Represents the maximum payout (i.e., 200% of the target shares) under the applicable TSR RSUs. The shares subject to this Performance Equity Award vest in the first quarter of third calendar year following the grant date
based on the percentile rank of our total stockholder return relative to that of the other companies in the Russell 2000 Index over the period beginning January 1 of the calendar year of the grant date and ending December 31 two calendar years later.
(6) Represents the maximum payout (i.e., 200% of the target shares) under the 2023 Financial Performance RSUs. 1/16th of the shares subject to this Performance Equity Award vest on a quarterly basis over four years following the grant date, subject to the achievement of net revenue and adjusted EBITDA performance goals for the year ended December 31, 2023. In March 2024, our Compensation Committee determined that
132.54%
of the target shares subject to the 2023 Financial Performance RSUs would become Eligible Shares.
(7) 25% of the shares underlying this option vested on February 14, 2021, with the remainder vesting on a monthly basis over the following 36 months.
(8) 25% of the shares underlying this RSU vested on February 20, 2021, with the remainder vesting on a quarterly basis over the following three years.
(9) The shares underlying this RSU vest quarterly over four years, as follows: 50% vested over the first year following the grant date; 25% vests over the second year following the grant date; and 12.5% vests in each of the third and fourth years following the grant date.
(10) 25% of the shares underlying this RSU vested on February 20, 2023, with the remainder vesting on a quarterly basis over the following three years.
73
Option Exercises and Stock Vested
The following table shows certain information regarding option exercises and stock vested during the year ended December 31, 2023.
Option Exercises and Stock Vested in the Year Ended December 31, 2023
| 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)
($)
|
||||||||||
|
Jeremy Stoppelman
|
665,000 | 5,379,350 | 214,246 | 7,732,198 | ||||||||||
|
David Schwarzbach
|
— | — | 92,713 | 3,444,205 | ||||||||||
|
Sam Eaton
|
18,850 | 179,829 | 93,523 | 3,480,786 | ||||||||||
|
Jed Nachman
|
— | — | 105,077 | 3,908,715 | ||||||||||
|
Craig Saldanha
|
— | — | 62,831 | 2,220,911 | ||||||||||
(1) The value realized is calculated as the difference between the closing price of our common stock on the date of exercise and the applicable exercise price of such options, multiplied by the number of shares underlying the options that were exercised.
(2) The value realized equals the closing price of our common stock on each vesting date or, if the vesting date fell on a non-trading day, the closing price on the trading day immediately preceding the vesting date, multiplied by the number of shares that vested on that date.
74
Potential Payments Upon Termination or Change in Control
The following table sets forth quantitative estimates of the benefits that each of our named executive officers would be entitled to in connection with certain termination and change in control events pursuant to the terms of the Severance Plan. The table assumes that the qualifying termination or change in control event, as indicated, occurred on December 31, 2023.
| Lump Sum Cash Severance Payment |
Continuation of Benefits
(3)
($)
|
Value of Equity Acceleration
(4)
($)
|
Total ($) | ||||||||||||||
| Name |
Base Salary
(1)
($)
|
Cash Incentive
(2)
($)
|
|||||||||||||||
|
Jeremy Stoppelman
|
|||||||||||||||||
|
Qualifying Termination
(5)
|
500,000 | 331,353 | 9,021 | — | 840,374 | ||||||||||||
|
Qualifying Termination Upon Change in Control
(6)
|
500,000 | 250,000 | 9,021 | 28,153,855 | 28,912,877 | ||||||||||||
|
David Schwarzbach
|
|||||||||||||||||
|
Qualifying Termination
(5)
|
500,000 | 331,353 | 27,816 | — | 859,168 | ||||||||||||
|
Qualifying Termination Upon Change in Control
(6)
|
500,000 | 250,000 | 27,816 | 13,619,705 | 14,397,521 | ||||||||||||
|
Sam Eaton
|
|||||||||||||||||
|
Qualifying Termination
(5)
|
476,312 | 315,654 | 2,269 | — | 794,236 | ||||||||||||
|
Qualifying Termination Upon Change in Control
(6)
|
476,312 | 238,156 | 2,269 | 13,303,913 | 14,020,650 | ||||||||||||
|
Jed Nachman
|
|||||||||||||||||
|
Qualifying Termination
(5)
|
500,000 | 331,353 | 27,177 | — | 858,529 | ||||||||||||
|
Qualifying Termination Upon Change in Control
(6)
|
500,000 | 250,000 | 27,177 | 14,076,975 | 14,854,152 | ||||||||||||
|
Craig Saldanha
|
|||||||||||||||||
|
Qualifying Termination
(5)
|
475,000 | 314,785 | 27,816 | — | 817,601 | ||||||||||||
|
Qualifying Termination Upon Change in Control
(6)
|
475,000 | 237,500 | 27,816 | 8,389,169 | 9,129,485 | ||||||||||||
(1) Represents one year of each named executive officer’s base salary in effect as of December 31, 2023. The amounts indicated do not include the payment of any accrued salary or vacation that might be due upon termination of employment. With respect to Mr. Eaton, the amount reported represents his base salary of £374,165 converted based on the exchange rate in effect on December 31, 2023.
(2) Represents each named executive officer’s actual 2023 cash incentive payment for a qualifying termination and each named executive officer’s target 2023 cash incentive payment for a qualifying termination during a Change in Control Period.
(3) Represents 12 months of payments of premiums for continued health insurance coverage under COBRA or, with respect to Mr. Eaton, continued health coverage in the United Kingdom, assuming in each case that the executive officer timely elects to receive the benefits. Under the Severance Plan, we would continue to pay for such premiums for 12 months unless the executive officer earlier (a) becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment, or (b) loses eligibility for continuation of coverage under COBRA or our U.K. private health insurance, as applicable.
75
With respect to Mr. Eaton, the amount reported is £1,782 converted to U.S. dollars based on the exchange rate in effect on December 31, 2023.
(4) The value of unvested RSUs subject to accelerated vesting — including any shares subject to Performance Equity Awards that become Eligible Shares or Earned Shares as a result of the change in control — is calculated as the number of RSUs subject to accelerated vesting held by the applicable named executive officer multiplied by $47.34, the closing price of our common stock on December 29, 2023.
Under the terms of the 2023 Financial Performance RSUs, the target number of shares subject to such awards would become Eligible Shares. Based on a Change in Control Price of $47.34, the percentile rank of our TSR relative to that of the other companies in the Russell 2000 Index was 90.93% for the 2023 TSR RSUs and 82.91% for the 2022 TSR RSUs, resulting in 200% of the target shares becoming Earned Shares in each case.
The value of unvested options that are subject to accelerated vesting and have an exercise price of less than $47.34 is calculated as (a) the difference between $47.34 and the exercise price of the applicable option, multiplied by (b) the number of unvested options subject to accelerated vesting held by the applicable named executive officer.
(5) Represents benefits payable under the Severance Plan upon an involuntary termination without cause or, with respect to Mr. Stoppelman, a constructive termination (as such terms are defined in the Severance Plan).
(6) Represents benefits payable under the Severance Plan upon an involuntary termination without cause or a constructive termination that occurs during a Change in Control Period.
In addition to the benefits described and quantified above, the 2012 Plan provides for an extended period of time during which an optionholder may exercise options following the optionholder’s termination of service, which time period we refer to as the post-termination exercise period. Generally, under the 2012 Plan, if an optionholder’s service relationship with us ends, the optionholder may exercise any vested options for up to three months after the date that the service relationship ends. However, if the optionholder’s service relationship with us ceases due to disability or death, the optionholder, or his or her beneficiary, may exercise any vested options for up to 12 months in the event of disability or 18 months in the event of death, after the date the service relationship ends. Accordingly, each of the named executive officers would be entitled to an extended post-termination exercise period in the event of a termination due to death or disability.
76
CEO Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Jeremy Stoppelman, our Chief Executive Officer (“CEO”):
For the year ended December 31, 2023, the median of the total annual compensation of all employees of our Company (other than our CEO) was $107,000. The annual total compensation of our CEO for purposes of determining the CEO pay ratio was $11,179,479, as reported in the “Total” column of the
Summary Compensation Table
. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees in 2023 was approximately 104 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows:
•
We selected December 31, 2023, which is the last day of our most recently completed fiscal year, as the date upon which we would identify the median employee.
•
As of December 31, 2023, our employee population (other than the CEO) consisted of approximately 4,873 individuals, 4,021 of whom were located in the United States and 852 of whom were located outside of the United States, consisting of 441 employees in Canada, 92 in Germany, 307 in the United Kingdom, 10 in Ireland and two in Belgium. The pay ratio disclosure rules permit a company to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent or less of the company’s total number of employees. Applying this
de minimis
exemption, we excluded all 92 of our employees located in Germany, the 10 employees located in Ireland and the two employees located in Belgium from our median employee calculation. Following the application of this exemption, the total number of employees used in our median employee calculation was 4,769 (4,021 from the United States, 441 from Canada and 307 from the United Kingdom).
•
We used total direct compensation for 2023 (i.e., total cash compensation + grant date fair value of equity awards granted in 2023 (with Performance Equity Awards valued based on target achievement)), as compiled from our payroll and stock administration records, as a consistently applied compensation measure to identify the “median employee” from our employees in the United States, Canada and the United Kingdom. We also annualized the compensation of all employees who joined Yelp mid-year during 2023. We converted amounts paid in Canadian dollars and British pounds into U.S. dollars using the exchange rate in effect on December 31, 2023.
•
Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
77
Pay versus Performance
The following table sets forth the compensation of our CEO, who is our principal executive officer (“PEO”), and the average compensation of our other NEOs (“non-PEO NEOs”), both as reported in the Summary Compensation Table (“SCT”) and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the periods presented below. The table also provides information on our TSR, the cumulative TSR of a peer group, net income (loss) and net revenue. For further information regarding how the Company aligns executive compensation with the Company’s performance, see “
—Compensation Discussion and Analysis
” above.
2023 Pay versus Performance Table
| Year |
SCT Total for PEO
(1)
($)
|
Compensation Actually Paid to PEO
(2)
($)
|
Average SCT Total for Non-PEO NEOs
(3)
($)
|
Average Compensation Actually Paid to Non-PEO NEOs
(2)
($)
|
Value of Initial Fixed $100 Investment Based on: |
Net Income (loss)
(6)
(in thousands)
($)
|
Net Revenue
(7)
(in thousands) ($)
|
|||||||||||||||||||
|
TSR
(4)
($)
|
Peer Group TSR
(4)(5)
($)
|
|||||||||||||||||||||||||
| 2023 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2022 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2021 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2020 |
|
|
|
|
|
|
(
|
|
||||||||||||||||||
(1)
Jeremy Stoppelman
served as our CEO in each of the reporting years. The dollar amounts reported are the amounts of total compensation reported for Mr. Stoppelman for each corresponding year in the “Total” column of the SCT.
(2)
Reflects the amount of compensation actually paid to Mr. Stoppelman and our non-PEO NEOs in the applicable year, calculated as indicated in the tables below in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Stoppelman or our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to Mr. Stoppelman’s and our other NEOs’ compensation for 2023, see “
—Compensation Discussion and Analysis
” above.
78
| PEO 2023 ($) | PEO 2022 ($) | PEO 2021 ($) | PEO 2020 ($) | |||||||||||
|
Summary Compensation Table Total
|
|
|
|
|
||||||||||
|
Less
: Stock award value reported in the Summary Compensation Table for the covered year
(a)
|
|
|
|
|
||||||||||
|
Plus
: Fair value as of the end of the covered year of all awards granted in covered year that are outstanding and unvested as of the end of the covered year
|
|
|
|
|
||||||||||
|
Plus
: Change in fair value as of the end of the covered year of any awards granted in any prior years that are outstanding and unvested as of the end of the covered year
|
|
(
|
|
(
|
||||||||||
|
Plus
: Fair value as of the vesting date of vested awards that are granted and vest in the covered year
|
|
|
|
|
||||||||||
|
Plus
: Change in fair value as of the vesting date of any awards granted in any prior years for which all applicable vesting conditions were satisfied at the end of or during the covered year
|
|
(
|
|
(
|
||||||||||
|
Less
: Fair value at the end of the prior year of awards granted in any prior year that fail to meet the applicable vesting conditions during the covered year
|
|
|
|
|
||||||||||
|
Plus
: Dollar value of any dividends or other earnings paid on stock or option awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year
|
|
|
|
|
||||||||||
|
Compensation Actually Paid
(b)
|
|
|
|
|
||||||||||
| Non-PEO NEOs 2023 ($) | Non-PEO NEOs 2022 ($) | Non-PEO NEOs 2021 ($) | Non-PEO NEOs 2020 ($) | |||||||||||
|
Summary Compensation Table Total
|
|
|
|
|
||||||||||
|
Less
: Stock award value reported in the Summary Compensation Table for the covered year
(a)
|
|
|
|
|
||||||||||
|
Plus
: Fair value as of the end of the covered year of all awards granted in covered year that are outstanding and unvested as of the end of the covered year
|
|
|
|
|
||||||||||
|
Plus
: Change in fair value as of the end of the covered year of any awards granted in any prior years that are outstanding and unvested as of the end of the covered year
|
|
(
|
|
(
|
||||||||||
|
Plus
: Fair value as of the vesting date of vested awards that are granted and vest in the covered year
|
|
|
|
|
||||||||||
|
Plus
: Change in fair value as of the vesting date of any awards granted in any prior years for which all applicable vesting conditions were satisfied at the end of or during the covered year
|
|
(
|
|
(
|
||||||||||
|
Less
: Fair value at the end of the prior year of awards granted in any prior year that fail to meet the applicable vesting conditions during the covered year
|
|
|
|
|
||||||||||
|
Plus
: Dollar value of any dividends or other earnings paid on stock or option awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year
|
|
|
|
|
||||||||||
|
Compensation Actually Paid
(b)
|
|
|
|
|
||||||||||
79
(a) The grant date fair value of equity awards represents the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for each covered year.
(b)
The fair values set forth in the tables above are calculated in accordance with ASC 718 as of the end of the respective years, other than fair values of awards that vested in the covered year, which are valued as of the applicable vesting date. The assumptions used for purposes of calculating fair values of the TSR RSUs and the Performance Equity Awards granted in 2019 as of the end of the respective years are as follows:
| Award | Measurement Date | Remaining Performance Period | Expected Volatility | Compounded Risk-Free Interest Rate | Compounded Dividend Yield | ||||||||||||
| 2019 Performance Equity Awards | 12/31/2019 |
|
|
% |
|
% |
|
% | |||||||||
| 2019 Performance Equity Awards | 12/31/2020 |
|
|
% |
|
% |
|
% | |||||||||
| 2019 Performance Equity Awards | 12/31/2021 |
|
|
% |
|
% |
|
% | |||||||||
| 2019 Performance Equity Awards | 12/31/2022 |
|
|
% |
|
% |
|
% | |||||||||
| 2022 TSR RSUs | 12/31/2022 |
|
|
% |
|
% |
|
% | |||||||||
| 2022 TSR RSUs | 12/31/2023 |
|
|
% |
|
% |
|
% | |||||||||
| 2023 TSR RSUs | 12/31/2023 |
|
|
% |
|
% |
|
% | |||||||||
(c) Total does not sum due to rounding.
(3)
The non-PEO NEOs included in this calculation for each year are:
2023 — David Schwarzbach, Sam Eaton, Jed Nachman and Craig Saldanha
2022 — David Schwarzbach, Sam Eaton, Jed Nachman and Craig Saldanha
2021 — David Schwarzbach, Sam Eaton, Jed Nachman and Vivek Patel
2020 — David Schwarzbach, James Miln, Jed Nachman, Vivek Patel and Laurence Wilson
(4) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company's share price at the beginning of the measurement period.
(5) The peer group TSR is based on the NYSE Arca Tech 100 Index, which is the industry index used in our Annual Report pursuant to Item 201(e) of Regulation S-K for the year ended December 31, 2023.
(6) Net income (loss) as reported in the Company’s consolidated financial statements included in the Annual Report.
(7)
Net revenue
as reported in the Company’s consolidated financial statements included in the Annual Report.
80
(9) The previously reported amount of $4,867,114 incorrectly reflected adjustments to the average SCT total compensation of our non-PEO NEOs that were calculated including Ms. Amara’s compensation. Ms. Amara was not a named executive officer in 2022.
(10) The previously reported amount of $2,803,042 incorrectly reflected adjustments to the average SCT total compensation of our non-PEO NEOs that were calculated including Mr. Eaton’s compensation. Mr. Eaton was not a named executive officer in 2020.
Performance Measures
As required, the table below sets forth the most important measures that we use to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “
—Compensation Discussion and Analysis
.”
|
2023 Most Important Measures (Unranked)
|
||
|
|
||
|
|
||
|
|
||
Relationship Between Compensation Actually Paid and Financial Performance Measures
The following graphs further illustrate the relationship between the pay and performance figures included in the Pay versus Performance Table above. In addition, the first graph below illustrates the relationship between Company TSR and that of the NYSE Arca Tech 100 Index.
81
The information provided under the “Pay versus Performance” heading is not deemed to be incorporated by reference into any filing of Yelp under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
82
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our capital stock as of March 1, 2024 by:
•
each of our directors;
•
each of our named executive officers;
•
all of our executive officers and directors as a group; and
•
all those known by us to be beneficial owners of more than five percent of our common stock.
Beneficial ownership is determined according to the rules of the SEC and generally means that the person has beneficial ownership if he, she or it possesses sole or shared voting power of a security, including options that are currently exercisable or exercisable within 60 days of March 1, 2024. Applicable percentages are based on 69,009,355 shares of common stock outstanding on March 1, 2024. Shares subject to options exercisable or RSUs (including Performance Equity Awards) expected to vest as of or within 60 days of March 1, 2024 are deemed to be outstanding for computing the percentage ownership of the person holding such options and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.
This table is based upon information supplied by our officers and directors, as well as our review of Schedule 13Gs filed with the SEC. Except as indicated by footnote, and subject to applicable community property laws, we believe that each person identified in the table possesses sole voting and investment power with respect to all capital stock shown to be held by that person. The address of each executive officer and director, unless otherwise indicated by footnote, is c/o Yelp Inc., 350 Mission Street, 10
th
Floor, San Francisco, California 94105.
|
Beneficial Owner
|
Number of Shares of Common Stock
|
Percent of Total
|
||||||
|
Principal Stockholders
|
||||||||
|
BlackRock, Inc.
(1)
|
12,398,023 | 18.0% | ||||||
|
The Vanguard Group, Inc.
(2)
|
9,203,382 | 13.3% | ||||||
|
Jeremy Stoppelman
(3)
|
4,120,824 | 5.8% | ||||||
|
Named Executive Officers and Directors
|
||||||||
|
Jeremy Stoppelman
(3)
|
4,120,824 | 5.8% | ||||||
|
David Schwarzbach
(4)
|
167,166 | * | ||||||
|
Sam Eaton
(5)
|
43,952 | * | ||||||
|
Jed Nachman
(6)
|
503,229 | * | ||||||
|
Craig Saldanha
(7)
|
61,992 | * | ||||||
|
Diane Irvine
(8)
|
101,988 | * | ||||||
|
Fred D. Anderson, Jr.
(9)
|
50,441 | * | ||||||
|
Christine Barone
(10)
|
44,734 | * | ||||||
|
Robert Gibbs
(11)
|
64,401 | * | ||||||
|
Dan Jedda
|
— | * | ||||||
83
|
Beneficial Owner
|
Number of Shares of Common Stock
|
Percent of Total
|
||||||
|
Sharon Rothstein
(12)
|
46,074 | * | ||||||
|
Chris Terrill
(13)
|
11,614 | * | ||||||
|
Tony Wells
(14)
|
28,420 | * | ||||||
|
All current executive officers and directors as a group (14 persons)
(15)
|
5,263,353 | 7.4% | ||||||
* Less than one percent.
(1) Based on information contained in a Schedule 13G/A filed with the SEC on January 19, 2024, BlackRock, Inc. (“BlackRock”), a global investment management firm, has sole voting power over 11,858,980 shares and sole dispositive power over 12,398,023 shares. The Schedule 13G/A filed by BlackRock provides information only as of December 31, 2023 and, consequently, the beneficial ownership of BlackRock may have changed between December 31, 2023 and March 1, 2024. The address of BlackRock is 50 Hudson Yards, New York, New York 10001.
(2) Based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group, Inc. (“Vanguard”), an independent advisor, has shared voting power over 123,004 shares, sole dispositive power over 9,009,642 shares and shared dispositive power over 193,740 shares. The Schedule 13G/A filed by Vanguard provides information only as of December 29, 2023 and, consequently, the beneficial ownership of Vanguard may have changed between December 29, 2023 and March 1, 2024. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(3) Consists of (a) 2,068,310 shares held by the Jeremy Stoppelman Revocable Trust, over which Mr. Stoppelman retains sole voting and dispositive power, (b) 350,075 shares held by Mr. Stoppelman, (c) 29,339 shares underlying Performance Equity Awards expected to vest within 60 days of March 1, 2024 and (d) 1,673,100 shares issuable upon exercise of options exercisable within 60 days of March 1, 2024.
(4) Consists of (a) 81,111 shares held by Mr. Schwarzbach, (b) 14,155 shares underlying Performance Equity Awards expected to vest within 60 days of March 1, 2024 and (c) 71,900 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(5) Consists of (a) 19,747 shares held by Mr. Eaton, (b) 14,155 shares underlying Performance Equity Awards expected to vest within 60 days of March 1, 2024 and (c) 10,050 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(6) Consists of (a) 125,610 shares held by Mr. Nachman, (b) 14,669 shares underlying Performance Equity Awards expected to vest within 60 days of March 1, 2024 and (c) 362,950 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(7) Consists of (a) 51,637 shares held by Mr. Saldanha and (b) 10,355 shares underlying Performance Equity Awards expected to vest within 60 days of March 1, 2024.
(8) Consists of (a) 64,905 shares held by Ms. Irvine and (b) 37,083 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(9) Consists of (a) 23,358 shares held by Mr. Anderson and (b) 27,083 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
84
(10) Consists of (a) 23,051 shares held by Ms. Barone and (b) 21,683 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(11) Consists of (a) 27,318 shares held by Mr. Gibbs and (b) 37,083 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024. Mr. Gibbs transferred an economic interest in 20,730 of such exercisable options pursuant to a domestic relations order and disclaims beneficial ownership of the underlying shares.
(12) Consists of (a) 19,041 shares held by Ms. Rothstein and (b) 27,033 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(13) Consists of (a) 6,962 shares held by Mr. Terrill and (b) 4,652 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
(14) Consists of (a) 11,231 shares held by Mr. Wells and (b) 17,189 shares issuable upon exercise of options exercisable within 60 days of March 1, 2024.
(15) Includes (a) 91,647 shares underlying Performance Equity Awards expected to vest within 60 days of March 1, 2024 and (b) 2,289,806 shares issuable upon exercise of options exercisable within 60 days after March 1, 2024.
85
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2023, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% stockholders were complied with, except for: one report covering one transaction for each of Messrs. Stoppelman, Schwarzbach, Eaton and Nachman filed on March 10, 2023; one report covering one transaction for Mr. Gibbs filed on March 17, 2023; one report covering one transaction for Mr. Stoppelman filed on September 13, 2023; and one report covering three transactions for Mr. Stoppelman filed on November 8, 2023, due to administrative errors.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to our equity compensation plans under which awards remained outstanding or available for future grant as of December 31, 2023. Information is included for our 2012 Plan and our 2012 Employee Stock Purchase Plan, as amended (the “ESPP”), each of which was adopted with the approval of our stockholders, and our 2023 Inducement Award Plan (the “2023 Plan”), for which stockholder approval was not required under the NYSE listing standards.
| Plan Category | Shares of Common Stock to be Issued Upon Exercise of Outstanding Options and Rights (a) |
Weighted-Average Exercise Price of Outstanding Options and Rights
(1)
(b) ($)
|
Shares of Common Stock Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | ||||||||
|
Equity compensation plans approved by stockholders
|
12,284,933
(2)
|
34.94 |
12,386,494
(3)
|
||||||||
|
Equity compensation plans not approved by stockholders
|
190,863
(4)
|
— |
1,208,549
(5)
|
||||||||
|
Total
|
12,475,796
|
34.94 | 13,595,043 | ||||||||
(1) The weighted-average exercise price excludes RSU awards and Performance Equity Awards, which have no exercise price.
(2) Consists of (a) options to purchase 2,542,988 shares of common stock under our 2012 Plan; (b) 9,003,792 shares of common stock subject to outstanding RSU awards under our 2012 Plan; and (c) 738,153 shares of common stock subject to outstanding Performance Equity Awards under our 2012 Plan (including the 2023 Performance Equity Awards assuming the target achievement level).
Excludes purchase rights currently accruing under our ESPP. Each offering under our ESPP consists of one six-month purchase period and eligible employees may purchase shares of our common stock at a price equal to 85% of the fair market value of our common stock at the end of each offering period.
(3) Consists of (a) 10,304,487 shares of common stock reserved for issuance under our 2012 Plan and (b) 2,082,007 shares of common stock reserved for issuance under our ESPP.
86
(4) Consists of shares of common stock subject to outstanding RSU awards under our 2023 Plan. In February 2023, the Compensation Committee adopted the 2023 Plan, pursuant to which we initially reserved 1,400,000 shares of our common stock for issuance to individuals who were not previously employees of Yelp, or who are returning to employment with Yelp following a bona fide period of non-employment, as an inducement material to such persons entering into employment with Yelp, in accordance with Rule 303A.08 of the NYSE listing standards.
(5) Consists of shares reserved for issuance under our 2023 Plan.
87
TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
We have adopted a written Related-Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration, and approval or ratification of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any “related person” are participants involving an amount that exceeds $100,000. Transactions involving compensation for services provided to the Company as an employee, director or consultant are not covered by this policy. A related person is any executive officer, director or more than five percent stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where the Audit Committee would be inappropriate, to another independent committee of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders.
In considering related-person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources of comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties, or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and our stockholders, as the Audit Committee determines in the good faith exercise of its discretion.
Certain Related-Person Transactions
Below we describe transactions and series of similar transactions since January 1, 2023 to which we were or will be a party, in which:
•
the amounts involved exceeded or will exceed $120,000; and
•
any of our directors, executive officers or holders of more than five percent of our common stock, or any immediate family member of the foregoing persons, had or will have a direct or indirect material interest.
The Yelp Foundation
In 2011, our Board approved the establishment of the Yelp Foundation, a non-profit organization designed to support consumers and businesses in the communities in which we operate. Messrs. Stoppelman
and
Nachman are officers and directors of the Yelp Foundation. As described under “
Executive Compensation—Compensation Discussion and Analysis—Other Compensation Policies
,” the Yelp Foundation made matching charitable donations to charitable organizations on behalf
of Messrs. Saldanha and Schwarzbach in 2023
.
88
Indemnification
Our Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), and Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law. In addition to the indemnification required in our Restated Certificate and Bylaws, we have entered into indemnification agreements with each of our current directors, officers and certain employees. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us.
89
PROCEDURAL MATTERS
General
The Board is soliciting your vote with this Proxy Statement and proxy card for use at the Annual Meeting, to be held on Thursday, June 13, 2024 at
9:00
a.m. Pacific time and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held entirely online via audio webcast. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice to log in t
o www.virtualshareholdermeeting.com/YELP2024.
Our Annual Report, including our financial statements for the year ended December 31, 2023, is also enclosed or available online at the same website as this Proxy Statement. These proxy materials are first being made available to stockholders on or about April 25, 2024.
The Notice you are receiving identifies the items to be voted on at the Annual Meeting and provides instructions on how to vote by telephone or online, by requesting and returning a printed proxy card, or by submitting a ballot online during the Annual Meeting. Please note that you cannot vote by marking the Notice and returning it.
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of your Notices to ensure that all of your shares are voted.
We may send you a proxy card, along with a second Notice, on or after
May 6, 2024
. In addition, you may request a printed copy of our proxy materials by following the instructions found in the Notice.
Stockholders Entitled to Vote; Record Date
Only stockholders of record at the close of business on the Record Date — April 15, 2024 — will be entitled to vote at the Annual Meeting. On the Record Date, there were
67,840,595
shares of our common stock outstanding and entitled to vote.
Stockholders of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares electronically online or by telephone, or by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time, to ensure your vote is counted.
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are a beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting.
As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account; to do so, simply follow the voting instructions provided by that organization. You are also invited to attend
the Annual Meeting and may vote your shares online at the meeting by following the instructions indicated below. However, because you are not the stockholder of record, you may not be able to
90
vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
Voting; Revocability of Proxies
Vote at the Annual Meeting
If you are a stockholder of record, you may vote your shares at the Annual Meeting by following the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/YELP2024. You will be asked to provide the control number from your Notice.
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you may need to obtain a valid proxy from your broker, bank or other agent to vote online during the Annual Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
The webcast of the Annual Meeting will begin promptly
at 9:00 a.m. Pacific time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific time, and you should allow reasonable time for the check-in procedures. If you have technical difficulties during check-in or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/YELP2024 for assistance.
Voting by Proxy
Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend and vote at the Annual Meeting even if you have already voted by proxy. All shares entitled to vote and represented by properly executed proxies received, and not revoked, by the deadlines set forth below will be voted in accordance with the instructions indicated on those proxies.
Stockholders of Record.
If you are a stockholder of record, you may vote by proxy over the telephone, vote by proxy online, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time:
|
|
|
|
||||||||||||
|
Internet
|
Phone
|
Mail
|
||||||||||||
|
To vote online, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from your Notice.
|
To vote over the telephone, dial toll-fre
e 1-800-690-6903 u
sing a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice.
|
To vote using the printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided.
|
||||||||||||
|
Your vote must be received by 11:59 p.m. Eastern time on June 12, 2024 to be counted.
|
Your vote must be received by 11:59 p.m. Eastern time on June 12, 2024 to be counted.
|
Your signed proxy card must be received prior to the Annual Meeting to be counted.
|
||||||||||||
91
Beneficial Owners.
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted.
Discretionary Voting
If you return a signed and dated proxy card or otherwise vote without providing specific voting instructions, your shares will be voted in accordance with the Board’s recommendations, as applicable:
•
FOR
the election of each of the nine nominees for director;
•
FOR
the ratification of the selection of Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
•
FOR
the advisory approval of executive compensation.
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares on those matters in accordance with his best judgment.
Revocability of Proxies
You can revoke your proxy at any time before the final vote at the Annual Meeting.
Stockholders of Record.
If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may grant a subsequent proxy by telephone or online.
•
You may submit another properly completed proxy card with a later date.
•
You may send a timely written notice that you are revoking your proxy to our Corporate Secretary by emailing ir@yelp.com.
Such notice will be considered timely if it is received at the indicated address by the close of business on the business day immediately preceding the date of the Annual Meeting.
•
You may attend and vote online during the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owners.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
Effect of Not Casting Your Vote
Stockholders of Record.
If you are a stockholder of record and do not vote by telephone, online, by completing a proxy card that may be delivered to you or online during the Annual Meeting, your shares will not be voted.
Beneficial Owners.
If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or agent will still be able to vote your shares depends on whether the NYSE deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.
92
Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation) and certain corporate governance proposals, even if management supported. Accordingly, your broker or agent may not vote your shares on Proposal Nos. 1 or 3 without your instructions, but may vote your shares on Proposal No. 2. The unvoted shares on non-routine matters are referred to as “broker non-votes.”
Quorum; Abstentions; Broker Non-Votes
In order to conduct business at the Annual Meeting, a quorum must be present at the meeting or represented by pro
xy. A quorum will be present if stockholders holding at least a majority of the voting power of the shares of stock entitled to vote are present at the Annual Meeting in person, by remote communication or represented by proxy. On the Record Date, there were 67,840,595 shares of our common stock outstanding and entitled to vote. Thus, the holders of 33,920,298 shares of our common stock must be present in person, by remote communication or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum only if you
submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you attend the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of shares representing a majority of the voting power present at the Annual Meeting in person, by remote communication or represented by proxy may adjourn the Annual Meeting to another date.
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count votes “For” and “Against,” abstentions and, if applicable, broker non-votes.
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes:
| Proposal Number | Proposal Description | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non-Votes | ||||||||||||||||||||||
| 1 |
Election of Directors
|
“For” votes from the holders of a majority of the votes cast with respect to each director’s election
(1)
|
No effect
|
None
|
||||||||||||||||||||||
| 2 |
Ratification of the selection of Deloitte Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024
|
“For” votes from the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy at the Annual Meeting and entitled to vote generally on the subject matter
|
Against
|
None
(2)
|
||||||||||||||||||||||
| 3 |
Advisory approval of the compensation of our named executive officers
|
“For” votes from the holders of a majority of the voting power of the shares present in person, by remote communication or represented by proxy at the Annual Meeting and entitled to vote generally on the subject matter
|
Against
|
None
|
||||||||||||||||||||||
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(1) The majority voting standard for uncontested elections is subject to a director resignation policy, as set forth in our Bylaws. For additional information, see “
Proposal No. 1 — Required Vote and Board Recommendation
.”
(2) Broker non-votes will have no effect; however, Proposal No. 2 is considered a routine matter, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2.
Expenses of Solicitation
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Deadlines to Submit Stockholder Proposals and Director Nominations for 2025 Annual Meeting
To be considered for inclusion in next year’s proxy materials, you must submit your proposal, in writing, by
December 26, 2024 to
our Corporate Secretary at 350 Mission Street, 10
th
Floor, San Francisco, California 94105, and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Exchange Act.
Pursuant to our Bylaws, if you wish to bring a proposal before the stockholders or nominate a director at the 2025 Annual Meeting of Stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, including any nomination under Rule 14a-19 of the Exchange Act, you must notify our Corporate Secretary, in writing, not later than the close of business on March 15, 2025 nor earlier than February 13, 2025. However, if our 2025 Annual Meeting of Stockholders is not held betwee
n May 14, 2025
an
d July 13, 2025, to
be timely, notice by the stockholder must be received no earlier than the close of business on the 120
th
day prior to the 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 90
th
day prior to the 2025 Annual Meeting of Stockholders or the 10
th
day following the day on which public announcement of the date of the 2025 Annual Meeting of Stockholders is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
The chairperson of the 2025 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by the Board for the 2025 Annual Meeting of Stockholders will confer discretionary voting authority with respect to any proposal (i) presented by a stockholder at that meeting for which we have not been provided with timely notice and (ii) made in accordance with our Bylaws, if (x) the 2025 proxy statement briefly describes the matter and how management’s proxy holders intend to vote on it, and (y) the stockholder does not comply with the requirements of Rule 14a-4(c)(2) promulgated under the Exchange Act.
In addition, our Bylaws contain “proxy access” provisions that permit a stockholder or group of
stockholders to include director candidates that they intend to nominate in our annual meeting proxy statement and on our proxy card, provided that the stockholder ownership, notice and other requirements set forth in our Bylaws are satisfied. To be timely for our 2025 Annual Meeting of Stockholders, the required notice under the proxy access provisions of our Bylaws must be received by our Corporate Secretary not earlier than the close of business on November 26, 2024 and not later than the close of business on December 26, 2024. However, if our 2025 Annual Meeting of Stockholders is not held between May 14, 2025 and August 12, 2025, then notice under the proxy access provisions must be received no earlier than the close of business on the 150
th
day prior to the 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 120
th
day prior to such annual meeting or the 10
th
day following the day on which public announcement of the date of such annual meeting is first made.
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Delivery of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or set of other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
We and a number of brokers with account holders who are Yelp stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from us (if you are a stockholder of record) or your broker (if you are a beneficial owner) that we or they, as applicable, will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, or if you currently receive multiple copies and would like to request householding of your communications, please notify the Company or your broker. Direct your written request to the Company to the attention of our Corporate Secretary, Yelp Inc., 350 Mission Street, 10
th
Floor, San Francisco, California 94105, or contact our Corporate Secretary at (415) 908-3801.
In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice of Internet Availability of Proxy Materials or the full set of proxy materials, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered.
OTHER MATTERS
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
Aaron Schur
Corporate Secretary
April 25, 2024
A copy of the Company’s Annual Report to the U.S. Securities and Exchange Commission on Form 10-K for the year ended December 31, 2023 is available without charge upon written request to: Corporate Secretary, Yelp Inc., 350 Mission Street, 10
th
Floor, San Francisco, California 94105,
or by email to ir@yelp.com.
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APPENDIX A
Reconciliation of Non-GAAP Financial Measures
Our consolidated financial statements are prepared in accordance with GAAP. However, we have also disclosed adjusted EBITDA and adjusted EBITDA margin, each of which is a non-GAAP financial measure. We have included adjusted EBITDA and adjusted EBITDA margin because they are key measures used by our management and Board to understand and evaluate our operating performance and trends, to prepare and approve our annual budget, and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In particular, adjusted EBITDA should not be viewed as a substitute for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•
adjusted EBITDA does not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;
•
adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
•
adjusted EBITDA does not take into account any income or costs that management determines are not indicative of ongoing operating performance, such as material litigation settlements, impairment charges and fees related to shareholder activism; and
•
other companies, including those in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because of these limitations, you should consider adjusted EBITDA and adjusted EBITDA margin alongside other financial performance measures, net income (loss) and our other GAAP results.
Adjusted EBITDA
. Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items, such as material litigation settlements, impairment charges and fees related to shareholder activism.
Adjusted EBITDA margin
. Adjusted EBITDA margin is a non-GAAP financial measure that we calculate as Adjusted EBITDA divided by net revenue.
The following is a reconciliation of net income to adjusted EBITDA, as well as the calculation of net income margin and adjusted EBITDA margin, for each of the periods indicated (in thousands, except percentages):
A-1
| Year Ended December 31, | |||||||||||
|
|
2023 | 2022 | |||||||||
|
Reconciliation of Net Income to Adjusted EBITDA:
|
|||||||||||
|
Net income
|
$ | 99,173 | $ | 36,347 | |||||||
|
Provision for income taxes
|
5,909 | 30,431 | |||||||||
|
Other income, net
|
(26,039) | (8,425) | |||||||||
|
Depreciation and amortization
|
42,184 | 44,852 | |||||||||
|
Stock-based compensation
|
173,451 | 156,090 | |||||||||
|
Litigation settlement
(1)(2)
|
11,000 | — | |||||||||
|
Asset impairment
(1)
|
23,563 | 10,464 | |||||||||
|
Fees related to shareholder activism
(1)
|
1,252 | — | |||||||||
|
Adjusted EBITDA
|
$ | 330,493 | $ | 269,759 | |||||||
|
Net revenue
|
$ | 1,337,062 | $ | 1,193,506 | |||||||
|
Net income margin
|
7 | % | 3 | % | |||||||
|
Adjusted EBITDA margin
|
25 | % | 23 | % | |||||||
(1)
Recorded within general and administrative expenses on our consolidated statements of operations.
(2)
Represents the loss contingency recorded in connection with our agreement to settle a class action lawsuit asserting claims under the California Invasion of Privacy Act. Note that this amount does not include any legal fee reimbursements that we expect to receive related to this matter; we do not adjust for legal fees and related reimbursements, which we consider to be part of our ongoing operations. See Note 13, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements in the Annual Report for additional information.
A-2
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS iiPROXY STATEMENT SUMMARYABOUT THE ANNUAL MEETINGINFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCEBoard of DirectorsSummary of Director Experience and QualificationsBiographies of Our Board MembersIndependence of the BoardBoard Leadership StructureBoard Meetings and CommitteesOversight Roles of the BoardOversight of StrategyOversight of RiskOversight of ESGManagement Succession PlanningCorporate GovernanceBoard and Committee Performance EvaluationsBoard CompositionProxy AccessStockholder EngagementDirector CompensationPROPOSAL NO. 1 ELECTION OF DIRECTORSPROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION