What changed in this filing

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Item 9A. Controls and Procedures

2023-02-01 compared with 2022-02-04 · 477 added, 404 removed, 894 unchanged (50% of the section changed)

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Changes in Internal Control

During the first quarter of 2021, we completed the initial phase of our new enterprise resource planning, or ERP, system implementation and migrated our general ledger, consolidation, and planning processes onto the new system.

In connection with this implementation, we modified the design and documentation of our internal control processes and procedures relating to the new system.

As the phased implementation of the new ERP system continues, we could have changes to our processes and procedures, which in turn, could result in changes to our internal control over financial reporting.

As such changes occur, we will evaluate quarterly whether they materially affect our internal control over financial reporting.

Following implementation, the changes to our control environment were validated according to our established processes.

No other changes in our internal control over financial reporting were identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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Other Information.

2022 Discretionary Bonus Program

On February 2, 2022, the compensation committee of the board of directors approved the 2022 Bonus Program.

The 2022 Bonus Program provides executive officers and other eligible employees the opportunity to earn bonuses based on the level of achievement of certain corporate objectives and key results from January 1, 2022 through December 31, 2022.

The compensation committee will set the corporate objectives and key results based on the recommendations of the chief executive officer, and determine the degree to which they have been met after considering the recommendations of management.

Each eligible participant in the 2022 Bonus Program may receive a bonus in an amount up to 100% of such participant’s annual base salary earned in 2022.

The compensation committee may pay all or any portion of an earned bonus in shares of Class A common stock granted under the Snap Inc.

2017 Equity Incentive Plan.

The compensation committee also has the right to adjust the bonus target of any participant upward in the event of over-achievement of the corporate objectives and key results.

There is no set formula for determining the bonus amount under the 2022 Bonus Program based on the achievement of the corporate objectives and key results.

Rather, the compensation committee will exercise its discretion in determining the bonus amount actually earned by each participant.

Awards under the 2022 Bonus Program are expected to occur in the first quarter of 2023.

A participant must remain an employee on the payment date under the 2022 Bonus Program to be eligible to earn a bonus.

The description of the 2022 Bonus Program does not purport to be complete and is qualified in its entirety by reference to the 2021 Bonus Program, a copy of which is attached as Exhibit 10.22 and incorporated by reference.

We are including this disclosure in this Form 10-K rather than filing a Form 8-K under Item 5.02 at a later date.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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The following table sets forth information for our directors and executive officers, and their ages as of December 31, 2022.

Name Age Position

Executive Officers

Co-Founder, Chief Executive Officer, and Director

Robert Murphy

Co-Founder, Chief Technology Officer, and Director

Derek Andersen

Chief Financial Officer

Jeremi Gorman

Chief Business Officer

Senior Vice President, Engineering

Rebecca Morrow

Chief Accounting Officer and Controller

Michael O’Sullivan

General Counsel

Evan Spiegel 32 Co-Founder, Chief Executive Officer, and Director

Robert Murphy 34 Co-Founder, Chief Technology Officer, and Director

Derek Andersen 44 Chief Financial Officer

Jerry Hunter 58 Chief Operating Officer

Rebecca Morrow 49 Chief Accounting Officer

Michael O’Sullivan 57 General Counsel

Non-Employee Directors

Michael Lynton(1)(2)

Director and Chairman of the Board

63 Director and Chairperson of the Board

Kelly Coffey(3)

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Liz Jenkins(3)

Lafley(1)(2)(4)

Stanley Meresman(3)

Poppy Thorpe(1)(3)

Fidel Vargas(2) 54 Director

(1) Member of the compensation committee.

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(3) Member of the audit committee.

Lafley resigned as a member of our board of directors, effective December 31, 2021.

Committee membership noted is as of 2021.

Executive Officers

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in Engineering – Product Design from Stanford University.

We believe that Mr.

Spiegel has served on the board of directors of KKR & Co., Inc.

since October 2021 We believe that Mr.

Spiegel is qualified to serve as a member of our board based on the perspective and experience he brings as our co-founder and Chief Executive Officer.

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Andersen holds a B.B.A from Acadia University, an M.B.A from the Haas School of Business at the University of California, Berkeley, and is a CFA Charter Holder.

Jeremi Gorman.

Gorman has served as our Chief Business Officer since November 2018.

Gorman was employed at Amazon.com, Inc., serving as Head of Global Field Advertising Sales from June 2018 to November 2018, as Head of Field Advertising Sales, U.S.

from April 2015 to June 2018, and as Head of Entertainment Advertising Sales from 2012 to April 2015.

Gorman serves on the board of directors of Samba TV, Inc.

Gorman holds a B.A.

from the University of California, Los Angeles.

Jerry Hunter .

Hunter has served as our Senior Vice President, Engineering since November 2017 and previously served as Vice President of Core Engineering since October 2016.

Hunter has served as our Chief Operating Officer since August 2022 and previously served as our Senior Vice President, Engineering from November 2017 to August 2022, and as our Vice President of Core Engineering from October 2016 to November 2017.

From August 2010 to October 2016, Mr.

Hunter served as Vice President of Infrastructure at Amazon.com, Inc., and previously as Vice President of Corporate Applications at Amazon.com, Inc.

Hunter served as Vice

President of Infrastructure at Amazon.com, Inc., and previously as Vice President of Corporate Applications at Amazon.com, Inc.

from October 2007 to August 2010.

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Rebecca Morrow.

Morrow has served as our Chief Accounting Officer and Controller since September 2019.

Morrow has served as our Chief Accounting Officer since September 2019.

From January 2018 to August 2019, Ms.

Morrow served as Chief Accounting Officer at GoDaddy Inc., and previously served as Vice President of Finance and

Head of Technical Accounting and Reporting from March 2015 to January 2018.

Morrow served as Chief Accounting Officer at GoDaddy Inc., and previously served as Vice President of Finance and Head of Technical Accounting and Reporting from March 2015 to January 2018.

Prior to that, Ms.

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Michael Lynton .

Lynton has served on our board of directors since April 2013 and has been Chairman of our board of directors since September 2016.

Lynton has served on our board of directors since April 2013 and has been Chairperson of our board of directors since September 2016.

Lynton served as Chief Executive Officer or Co-Chief Executive Officer of Sony Entertainment Inc., an international entertainment company, from April 2012 until August 2017, as Chairman and Chief Executive Officer of Sony Pictures Entertainment Inc.

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We believe that Mr.

Lynton is qualified to serve as a member of our board of directors and Chairman due to his extensive leadership experience.

Lynton is qualified to serve as a member of our board of directors and Chairperson due to his extensive leadership experience.

Kelly Coffey .

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Jenkins has served on our board of directors since December 2020.

Jenkins has served as Chief Operating Officer at Be Sunshine, LLC (Hello Sunshine) since January 2021, and served as Chief Financial Officer at Be Sunshine, LLC (Hello Sunshine) from August 2018 to December 2020.

Jenkins has served as Chief Operating Officer at Be Sunshine, LLC (Hello Sunshine) since January 2021, and served as Chief Financial Officer at Hello Sunshine from August 2018 to December 2020.

Prior to joining Hello Sunshine, Ms.

Jenkins worked at Sony Interactive Entertainment as the Head of Strategic Ventures for PlayStation from June 2017 to August 2018, the Creative Cartel as interim Co-Chief Executive Officer from October 2015 to June 2016, and Media Rights Capital from October 2008 to May 2015, most recently serving as Senior Vice President of Corporate Development and Strategy.

She currently serves on the board of GLAAD.

2008 to May 2015, most recently serving as Senior Vice President of Corporate Development and Strategy.

She currently serves as Chair of the board of GLAAD.

Jenkins holds an MBA from The Wharton School at the University of Pennsylvania and a BA in Economics from Stanford University.

We believe that Ms.

Jenkins is qualified to serve as a member of our board of directors due to her experience working with digital and technology companies.

Jenkins is qualified to serve as a member of our board of directors and chair of our audit committee due to her experience working with digital and technology companies and her financial and accounting expertise from her prior experience as Chief Financial Officer of Hello Sunshine.

Stanley Meresman .

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Meresman has served on the boards of directors of various public and private companies, including service as chair of the audit committee for some of these companies.

He currently serves on the board of directors and as chair of the audit committee of Cloudflare, Inc., DoorDash, Inc., and Guardant Health, Inc.

He currently serves on the board of directors and as chair of the audit committee of DoorDash, Inc.

He served as a member of the board of directors and as chair of the audit committees of Palo Alto Networks, Inc.

from September 2014 to December 2018, LinkedIn Corporation from October 2010 to December 2016, and Zynga Inc.

from June 2011 to June 2015, and Medallia, Inc.

from June 2015 to October 2021;

from September 2014 to December 2018, LinkedIn Corporation from October 2010 to December 2016, Zynga Inc.

from June 2011 to June 2015, Medallia, Inc.

from June 2015 to October 2021, Guardant Health, Inc.

from May 2018 to June 2022, and Cloudflare, Inc.

from December 2018 to June 2022;

and on the board of directors of Meru Networks, Inc.

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Meresman holds a B.S.

in Industrial Engineering and Operations Research from the

University of California, Berkeley and an M.B.A.

in Industrial Engineering and Operations Research from the University of California, Berkeley and an M.B.A.

from the Stanford Graduate School of Business.

We believe that Mr.

Meresman is qualified to serve as a member of our board of directors and chair of our audit committee due to his background as a member of the board and chair of the audit committee of other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded companies.

Meresman is qualified to serve as a member of our board of directors due to his background as a member of the board and chair of the audit committee of other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded companies.

Miller has served on our board of directors since October 2016.

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

Independent Chairman

Independent Chairperson

Our board of directors appointed Mr.

Lynton to serve as our independent Chairman of our board of directors in September 2016.

As Chairman of our board of directors, Mr.

Lynton presides over meetings of our independent directors without management present.

Lynton to serve as our independent Chairperson of our board of directors in September 2016.

As Chairperson of our board of directors, Mr.

Lynton presides over meetings of our independent directors

without management present.

Lynton also performs such additional duties as our board of directors may otherwise determine and delegate.

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The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Our board of directors held five meetings during 2021.

number of meetings held by all committees of the board of directors on which such director served (held during the period that such director served).

Members of our board of directors are invited and encouraged to attend our annual meeting of stockholders.

In 2021, eight members of our board of directors attended our annual meeting of stockholders .

Our board of directors held seven meetings during 2022.

No member of our board of directors attended fewer tha n 75% of the aggregate of (a) the total number of meetings of the board of directors (held during the period for which he or she was a director) and (b) the total number of meetings held by all committees of the board of directors on which such director served (held during the period that such director served).

Mem bers of our board of directors are invited and encouraged to attend our annual meeting of stockholders.

In 2022, nine members of our board of directors attended our annual meeting of stockholders.

Executive Sessions of Independent Directors

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Murphy participates in such sessions.

As Chairman of our board of directors, Mr.

As Chairperson of our board of directors, Mr.

Lynton presides over meetings of our independent directors without management present.

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Thorpe, each of whom our board of directors has determined satisfies the independence requirements under NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of our audit committee is Mr.

Meresman, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

The chair of our audit committee is Ms.

Jenkins, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of our audit

committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

No member of the audit committee, other than Mr.

Meresman, simultaneously serves on the audit committees of more than three public companies.

Meresman currently serves on the audit committees of three other public companies, and for a part of 2021 served on the audit committees of four other public companies, in addition to our company.

Our board of directors has determined that such simultaneous service would not impair the ability of Mr.

Meresman to effectively serve on our audit committee.

During 2021, the audit committee met six times.

No member of the audit committee simultaneously serves on the audit committees of more than three public companies.

During 2022, the audit committee met six time s.

Our board of directors has adopted a written charter for the audit committee, which is available on our website at www.snap.com.

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Miller, and Ms.

Lafley was a member of the compensation committee until his resignation from the board of directors, effective December 31, 2021.

Our board of directors has determined that each of

Our board of directors has determined that each of Mr.

Miller, and Ms.

Thorpe is, and in 2021 Mr.

Lafley was, independent under NYSE listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Thorpe is independent under NYSE listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The chair of our compensation committee is Mr.

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Our board of directors has adopted a written charter for the compensation committee, which is available on our website at www.snap.com.

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate.

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors in overseeing our compensation policies, plans, and programs for directors and employees and to review and determine the compensation to be paid to our executive officers and other senior management, as appropriate.

Specific responsibilities of our compensation committee include:

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• reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy;

• reviewing and approving polices and procedures with respect to perquisites or other personal benefits provided to executive officers, directors, and other senior management.

See the sections titled “Item 11.

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Lynton, and Mr.

As of January 1, 2022, Ms.

Coles became the chair of our nominating and corporate governance committee and Mr.

Vargas joined as a member of the nominating and corporate governance committee.

Lafley was a member, and served as the chairman of, our nominating and corporate governance committee until his resignation from the board of directors, effective December 31, 2021.

The chair of our nominating and corporate governance committee is Ms.

Our board of directors has determined that each current member, and member during 2022, of the nominating and corporate governance committee is and was, respectively, independent under the NYSE listing standards, a non-employee director, and free from any relationship that would interfere with the exercise of his or her independent judgment.

During 2021, the nominating and corporate governance committee met four times.

During 2022, the nominating and corporate governance committee met five times.

Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.snap.com.

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• identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors;

• considering and making recommendations to our board of directors regarding the composition and chairperson of the committees of our board of directors;

• instituting plans or programs for the continuing education of our board of directors and orientation of new directors;

• developing and making recommendations to our board of directors regarding corporate governance guidelines and matters;

overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors and management.

• overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors;

• monitoring, reviewing, and making recommendations to our board of directors regarding its succession planning.

Code of Conduct

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The factors generally considered by the nominating and corporate governance committee and our board of directors are set out in our Corporate Governance Guidelines, which are available on our website at www.snap.com.

If a stockholder who is eligible to vote at the 2022 annual meeting of stockholders wishes to nominate a candidate to be considered for election as a director, it must comply with the procedures set forth in our bylaws and give timely notice of the nomination in writing to our Secretary.

If a stockholder who is eligible to vote at the 2023 annual meeting of stockholders wishes to nominate a candidate to be

considered for election as a director, it must comply with the procedures set forth in our bylaws and give timely notice of the nomination in writing to our Secretary.

All stockholder proposals should be marked for the attention of our Secretary at Snap Inc., 3000 31st Street, Santa Monica, CA 90405.

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To our knowledge, based solely on our review of the copies of such reports furnished to us or written representations from such persons, we believe that, with respect to the year ended December 31, 2022, such persons complied with all such filing requirements, except Mr.

O’Sullivan inadvertently filed one late Form 4 with respect to four transactions.

Hunter inadvertently filed one late Form 4 with respect to one transaction.

Executive Compensation.

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• Derek Andersen, Chief Financial Officer;

Jeremi Gorman, Chief Business Officer;

Jerry Hunter, Senior Vice President, Engineering;

• Jerry Hunter, Chief Operating Officer;

• Rebecca Morrow, Chief Accounting Officer;

• Michael O’Sullivan, General Counsel;

Jared Grusd, former Chief Strategy Officer.

Our board of directors has delegated to the compensation committee the authority and responsibility for reviewing, evaluating, and determining the compensation to be paid to executive officers, overseeing our compensation policies, and administering the compensation plans and programs for Snap.

• Jeremi Gorman, former Chief Business Officer.

General Compensation Philosophy and Objectives

We believe that reinventing the camera represents our greatest opportunity to improve the way that people live and communicate.

We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together.

We seek kind, smart, and creative individuals to accomplish this goal.

Our compensation philosophy supports this goal by attracting the best people to join Snap and incentivizing them to innovate, create, and drive long-term results.

We seek kind, smart, and creative individuals to accomplish our business goals.

Our compensation philosophy supports this objective by attracting the best people to join our company and incentivizing them to innovate, create, and drive long-term results.

Today, we compensate our executive officers mostly with equity that vests over multiple years.

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Miller, and Poppy Thorpe.

In 2021, A.G.

Lafley served as a member of the compensation committee until his resignation from the board of directors, effective December 31, 2021.

No member of the compensation committee are, or were in 2021, an executive officer of Snap, and each of them qualifies, or in the case of Mr.

Lafley, qualified in 2021, as an “independent director” under the NYSE rules.

No member of the compensation committee are, or were in 2022, an executive officer of Snap Inc., and each of them qualifies as an “independent director” under the NYSE rules.

Compensation Consultant’s Role

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In 2022, the compensation committee requested that FW Cook perform a detailed review of our peer group, considering appropriateness of the current peer companies and potential additions based on similarity in market capitalization size and industry.

Based on those considerations and FW Cook’s review, our compensation committee approved removing Dropbox, Electronic Arts, IAC/InterActive, Slack, and VMWare and adding Etsy, Roku, ServiceNow, Shopify, Block (formerly Square), Uber, and Zoom Video.

Based on those considerations and FW Cook’s review, our compensation committee approved maintaining the same peer group as used in 2021.

Our peer group for 2022 consisted of the following companies:

Activision Blizzard

Block (formerly Square)

Activision Blizzard Match Group Twilio

Autodesk Pinterest Twitter

Block (formerly Square) Roku Uber

DocuSign ServiceNow Workday

Etsy Shopify Zillow Group

Intuit Spotify Zoom Video

We use the peer group as a general reference.

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Our current compensation program generally consists of the following components:

• base salary;

• equity-based awards;

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The table below sets forth information regarding the year-end base salary amounts for 2022 for our named executive officers.

Other than Mr.

Grusd, no base salaries were changed for any of our named executive officers in 2021.

2021 Base Salary

Other than Ms.

Morr ow, no base salaries were changed for any of our named executive officers in 2022.

Name 2022 Base Salary

Evan Spiegel $ 1

Derek Andersen 500,000

Jeremi Gorman

Jerry Hunter 500,000

Rebecca Morrow(1) 431,600

Michael O’Sullivan 500,000

Jared Grusd(1)

Grusd served as our Chief Strategy Officer until January 31, 2021, and then transitioned to a Strategic Advisor.

Through January 31, 2021, Mr.

Grusd’s annual base salary was $500,000.

Jeremi Gorman(2) 500,000

Morrow's annual base salary was increased from $415,000 to $431,600 effective March 27, 2022.

Gorman served as our Chief Business Officer until September 16, 2022.

Equity-based Awards

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Although we typically grant RSAs and RSUs to our executive officers, we have granted stock options to our executive officers in limited circumstances.

We generally grant larger, one-time new hire equity awards to our executive officers when they start employment with us.

We generally grant larger, one-time new hire equity awards to our executive officers when they start employment with us or are promoted.

These initial awards are intended to establish a meaningful equity stake and motivate long-term value creation.

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Annual Incentive Compensation

In February 2021, our board of directors approved the 2021 Bonus Program, which provided our named executive officers and other eligible employees the opportunity to earn bonuses on the level of achievement of certain company-wide objectives

and key results, or Corporate OKRs, from January 1, 2021 through December 31, 2021.

In February 2022, our board of directors approved the 2022 Bonus Program, which provided our named executive officers, with the exception of Ms.

Morrow, and other eligible employees the opportunity to earn bonuses on the level of achievement of certain company-wide objectives and key results, or Corporate OKRs, from January 1, 2022 through December 31, 2022.

A participant must remain an employee through the payment date under the 2022 Bonus Program to earn a bonus.

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Each Corporate OKR category is assigned a relative weighting by the compensation committee based on recommendations by the Chief Executive Officer, reflecting its importance to the achievement of our Corporate OKRs during the year.

Each eligible participant in the 2021 Bonus Program may receive a bonus in an amount up to 100% of such participant’s annual base salary earned in 2021.

Each eligible participant in the 2022 Bonus Program may receive a bonus in an amount up to 100% of su ch participant’s annual base salary earned in 2022 .

Bonus targets for participants will be correspondingly adjusted downward in the event certain Corporate OKRs are deemed by the compensation committee to have not been fully achieved.

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The Corporate OKRs consisted of growing the overall business, including growing our community, growing our Snapchat application into monetizable platforms, and investing in partnerships to scale our platforms and content.

In February 2022, the compensation committee approved a 45% payment of the bonus target amount to certain of our employees, including our named executive officers, pursuant to the 2021 Bonus Program.

In January 2023, the compensation committee approved a 20% payment of the bonus target amount to certain of our employees, including our named executive officers, pursuant to the 20 22 Bonus Program.

The bonus payment amounts approved by the compensation committee were based on their respective determinations of the degree to which such Corporate OKRs were achieved.

Morrow is eligible to earn a bonus under our performance award program.

These bonuses are paid out at our discretion following a review of Ms.

Morrow's performance in a given year.

In 2022, the amount paid to Ms.

Morrow was $259,375.

Other Benefits

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In 2022, we matched contributions made to our 401(k) plan by our employees up to federal limits, including our named executive officers.

All of the named executive officers, other than Mr.

All of the named executive off icers, other than Mr.

Spiegel, participated in our 401(k) plan.

Our executive officers, including our named executive officers, also receive access to an on-call medical service paid for by us.

Gorman and Mr.

O’Sullivan participated in such on-call medical services in 2021, and we paid applicable tax gross ups related to such services.

Gorman and Messrs.

Hunter and O’Sullivan participated in such on-call medical services in 2022, and we paid applicable tax gross ups related to such services.

We generally do not provide our executive officers with additional retirement benefits, pensions, perquisites, or other personal benefits, except as further described in the section titled “—Summary Compensation Table.” In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective, and for recruitment, motivation, or retention purposes.

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Change of Control Benefits

Some employee equity awards with back-weighted vesting (i.e., 10%/20%/30%/40% vesting), including certain awards held by certain named executive officers, accelerate so that the equity award is evenly-weighted if the employee’s employment is involuntarily terminated other than for cause or voluntary termination for good reason following a change of control (i.e., “double-trigger”).

We believe this change in control benefit makes sense because the logic of back-weighted vesting is that it incentivizes an employee to stay at a company for the entire vesting term;

if there is a change in control of a company during the vesting term and the employee’s employment is subsequently terminated by a company involuntarily or by the employee for good reason, the employee cannot stay for the entire vesting term due to reasons beyond the employee’s control.

We ceased issuing back-weighted equity awards in early 2018, and Mr.

Hunter is the only named executive officer with back-weighted equity vesting that could benefit from such a provision.

Our named executive officers are not entitled to any other change of

control benefits or post-employment payments with the limited exception of equity acceleration on a termination due to death.

For more detail, please see the section titled “—Potential Payments Upon Change in Control.”

Some employee equity awards with back-weighted vesting (i.e., 10%/20%/30%/40% vesting), including certain

awards held by certain named executive officers, accelerate so that the equity award is evenly-weighted if the employee’s

employment is involuntarily terminated other than for cause or voluntary termination for good reason following a change

of control (i.e., “double-trigger”).

We ceased issuing back-weighted equity awards in early 2018.

Hunter is the only named executive officer with back-weighted equity vesting in 2022 that could benefit from such a provision, but such equity award was fully vested as of December 31, 2022.

Our named executive officers are not entitled to any other change of control benefits or post-employment payments with the limited exception of equity acceleration on a termination due to death.

For more detail, please see the section titled “—Potential Payments Upon Termination, Change in Control, or Death.”

Tax and Accounting Considerations

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Hedging and Pledging Prohibition

Our insider trading policy prohibits all employees (including our executive officers), members of our board of directors, and consultants from engaging in derivative securities transactions, including hedging, pledging company securities as collateral, holding company securities in a margin account, or other inherently speculative transactions with respect to our capital stock.

Rule 10b5-1 Sales Plans

Rule 10b5-1 Sales Plan s

Our executive officers and members of our board of directors may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our capital stock on a periodic basis.

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The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time, so long as such termination was made in good faith.

The Securities and Exchange Commission recently adopted new rules, effective in late February 2023, with additional requirements for Rule 10b5-1 plans, including "cooling off" periods and limitations on the number of Rule 10b5-1 plans our executive officers and members of our board of directors may have.

Compensation Committee Report

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compensation committee,

Michael Lynton (Chairman)

Michael Lynton (Chairperson)

Summary Compensation Table

The following table presents all of the compensation awarded to, earned by, or paid to our named executive officers during the fiscal years ended December 31, 2022, 2021, and 2020.

Name and Principal Position

Name and Principal Position Year Salary Bonus Stock

Awards(1) Non-Equity

Incentive Plan

Compensation All Other

Compensation Total

Evan Spiegel 2022 $ 1 $ — $ — $ — $ 2,747,394 (2) $ 2,747,395

Co-Founder and Chief 2021 1 — — — 3,290,615 3,290,616

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Chief Financial Officer 2021 500,000 — 5,876,814 225,000 14,364 6,616,178

Jeremi Gorman

Chief Business Officer

Senior Vice President,

2020 500,000 — 6,242,566 400,000 24,841 7,167,407

Jerry Hunter(5) 2022 500,000 — 28,977,743 100,000 (3) 22,125 (6) 29,599,868

Chief Operating Officer 2021 500,000 — 9,402,903 225,000 12,164 10,140,067

2020 500,000 — 24,970,262 400,000 20,489 25,890,751

Rebecca Morrow(7)

Chief Accounting Officer 2022 427,131 259,375 (8) 921,192 — 12,682 (9) 1,620,380

Michael O'Sullivan 2022 500,000 — 4,018,740 100,000 (3) 22,173 (10) 4,640,913

General Counsel 2021 500,000 — 4,701,451 225,000 21,631 5,448,082

Jared Grusd(8)

Former Chief Strategy Officer

2020 500,000 — 6,810,086 400,000 17,191 7,727,277

Jeremi Gorman(11) 2022 375,000 — 6,909,311 (12) — 165,662 (13) 7,449,973

Former Chief Business 2021 500,000 — 5,876,814 225,000 21,631 6,623,445

Officer 2020 500,000 — 5,675,063 400,000 16,213 6,591,276

(1) Amounts reported represent the aggregate grant date fair value of the equity awards without regard to forfeitures, calculated in accordance with ASC Topic 718.

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Andersen’s health savings account.

Amounts not quantified above total less than $10,000 in aggregate.

Amount reported includes (a) $11,600 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Ms.

Gorman, (c) $5,000 in medical on-call services paid by us on behalf of Ms.

Gorman, and (d) tax “gross up” payments paid to Ms.

Gorman to cover the imputed income associated with the medical on-call services.

Amounts not quantified above total le ss than $10,000 in aggregate.

Hunter was promoted to Chief Operating Officer effective August 30, 2022.

(6) Amount reported includes (a) $12,200 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

Hunter, (c) $5,000 in medical on-call services paid by us on behalf of Mr.

Hunter, and (d) tax “gross up” payments paid to Mr.

Hunter to cover the imputed income associated with the medical on-call services.

Amounts not quantified above total less than $10,000 in aggregate.

Amount reported includes (a) $11,600 in 401(k) plan matching contributions by us, and (b) life insurance premiums paid by us on behalf of Mr.

Morrow was not a named executive officer in fiscal years 2021 or 2020.

(8) Represents amount awarded under the company's performance award program.

(9) Amount reported includes (a) $12,200 in 401(k) plan matching contributions by us, and (b) life insurance premiums paid by us on behalf of Ms.

Amounts not quantified above total less than $10,000 in aggregate.

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Amounts not quantified above total less than $10,000 in aggregate.

Represents all compensation for 2021.

Grusd served as Chief Strategy Officer until January 31, 2021, but continues to serve as a Strategic Advisor.

Grusd was not a named executive officer in 2019 or 2020.

Amount reported is the aggregate modification date fair value of previously granted equity awards in accordance with ASC Topic 718.

This amount does not reflect a new award or the actual economic value that may be realized by Mr.

Amount reported includes (a) $11,600 in 401(k) plan matching contributions by us, and (b) life insurance premiums paid by us on behalf of Mr.

Gorman served as Chief Business Officer until September 16, 2022.

(12) $2,002,360 of the amount reported is the aggregate modification date fair value of previously granted equity awards in accordance with ASC Topic 718, and does not reflect a new award or the actual economic value that may be realized by Ms.

(13) Amount reported includes (a) $145,833 pursuant to the August 2022 transition agreement we entered with Ms.

Gorman, in which we agreed to pay Ms.

Gorman her salary that she would have earned had she remained our Chief Business Officer through December 31, 2022, ( b) $9,921 in 401(k) plan matching contributions by us, (c) life insurance premiums paid by us on behalf of Ms.

Gorman, (d) $5,000 in medical on-call services paid by us on behalf of Ms.

Gorman, and (e) tax “gross up” payments paid to Ms.

Gorman to cover the imputed income associated with the medical on-call services.

Amounts not quantified above total less than $10,000 in aggregate.

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No named executive officer was granted options in 2022.

All Other Stock

Name Grant Date All Other Stock

of Shares of Stock

Grant Date Fair

or Units(1) Grant Date Fair

Value of Stock

Evan Spiegel — — $ —

Derek Andersen 2/2/2022 141,731 4,545,314

Jeremi Gorman

5/11/2022 77,830 1,699,807

11/28/2022 152,730 1,502,863

Jerry Hunter 2/2/2022 167,188 5,361,719

5/11/2022 113,982 2,489,367

8/31/2022 1,789,697 19,471,904

11/28/2022 168,166 1,654,753

Rebecca Morrow 5/11/2022 33,019 721,135

11/28/2022 20,331 200,057

Michael O’Sullivan 2/2/2022 83,594 2,680,860

5/11/2022 56,992 1,244,705

11/28/2022 9,469 93,175

Jeremi Gorman 2/2/2022 104,493 3,351,091

5/11/2022 71,239 1,555,860

(1) Except as indicated below, equity awards vest and the forfeiture condition lapses only on the satisfaction of a service-based vesting condition.

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These amounts do not reflect the actual economic value realized by the named executive officers.

For a discussion of the valuation of the equity awards, see Notes 1 and 4 of the notes to our consolidated financial statements.

For a discussion of the valuation of the equity awards, see Notes 1 and 4 of the no tes to our consolidated financial statements.

Outstanding Equity Awards as of December 31, 2022

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All awards are for Class A common stock and were granted under our 2017 Plan.

Option Awards

Stock Awards Option Awards

Name Grant Date Number of

Stock That Have Not

Vested(#) (1)

Vested($) (2)

Unexercisable(1)

Vested(#)(1) Market

Vested($)(2) Number of

Exercisable Number of

Unexercisable(1) Option

Evan Spiegel — — $ — — — $ — —

Derek Andersen 3/4/2019 1,266 (3) 11,331 — — — —

Jeremi Gorman

5/16/2019 93,750 (4) 839,062 — — — —

2/18/2020 297,469 (5) 2,662,348 — — — —

2/3/2021 99,170 (6) 887,572 — — — —

2/2/2022 125,392 (7) 1,122,258 — — — —

5/11/2022 77,830 (8) 696,579 — — — —

11/28/2022 99,193 (9) 887,777 — — — —

Jerry Hunter 5/16/2019 31,250 (10) 279,687 700,000 — 14.72 12/29/2027

2/18/2020 528,835 (11) 4,733,073 — — — —

2/3/2021 158,672 (6) 1,420,114 — — — —

2/2/2022 167,188 (12) 1,496,333 — — — —

5/11/2022 113,982 (13) 1,020,139

8/31/2022 1,652,028 (14) 14,785,651 — — — —

11/28/2022 140,782 (9) 1,259,999 — — — —

Rebecca Morrow 9/10/2019 68,750 (15) 615,313 — — — —

5/13/2020 6,572 (16) 58,819 — — — —

5/12/2021 19,772 (17) 176,959 — — — —

5/11/2022 33,019 (18) 295,520 — — — —

11/28/2022 16,265 (9) 145,572 — — — —

Michael O’Sullivan 5/16/2019 93,750 (10) 839,063 — — — —

2/18/2020 264,418 (19) 2,366,541 — — — —

2/3/2021 79,336 (6) 710,057 — — — —

2/2/2022 83,594 (12) 748,167 — — — —

5/11/2022 56,992 (20) 510,078 — — — —

Jeremi Gorman — — — — — — —

(1) Each of our named executive officers, other than Mr.

Spiegel, holds equity awards that only vest, or the forfeiture condition only lapses, on the satisfaction of a service-based condition.

The service-based condition for each of our named executive officers is further described below.

The service-based condition for each of our named executiv e officers is further described below.

If an executive officer dies while in our service, the service-based condition as to 100% of his or her shares subject to the award will be satisfied.

(2) The market value is based on the closing price of our Class A common stock on December 31, 2022, which was $8.95.

The service-based condition for these RSUs is satisfied in 48 equal monthly installments after each month of continuous service from August 15, 2018.

(3) The service-based condition for these RSUs is satisfied in 48 equal monthly installments after each month of continuous service from February 15, 2019.

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Thereafter, the service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/4th of the shares underlying this RSA after each quarter of continuous service by such executive officer from March 15, 2024.

The service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/48th of the shares underlying this RSA after each month of continuous service by Ms.

Gorman from December 15, 2018.

The service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/4th of the shares underlying this RSA on February 15, 2023, subject to continuous service by Ms.

Gorman through such date.

Thereafter, the service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/4th of the shares underlying this RSA after each quarter of continuous service by Ms.

Gorman from February 15, 2023.

(7) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

10% of the RSUs on January 15, 2019;

20% of the RSUs in equal quarterly installments during the 12-month period following January 15, 2019;

30% of the RSUs in equal quarterly installments during the 12-month period following January 15, 2020;

and 40% of the RSUs in equal quarterly installments during the 12-month period following January 15, 2021.

The unvested shares subject to these RSUs are subject to accelerated vesting as described in the section titled “—Employment, Severance, and Change in Control Agreements.”

10,450 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 114,942 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024.

(8) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

41,576 of these RSUs shall vest in equal quarterly installments during the 12-month period following December 15, 2023;

and 36,254 of these RSUs shall vest in equal quarterly installments during the 12-month period following December 15, 2024.

(9) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 12-month period following December 15, 2022.

(10) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from May 15, 2019.

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and 36.4% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2022.

(12) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 12-month period following/from December 15, 2024.

(13) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

61,249 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 52,733 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024.

(14) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 39-month period following September 15, 2022.

(15) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from October 15, 2019.

(16) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from April 15, 2020.

(17) The service-based condition will be satisfied, and the forfeiture condition will lapse for this RSA as follows (in each case subject to continued service through each date):

25% of the RSAs on March 15, 2024;

25% of the RSAs on June 15, 2024;

25% of the RSAs on September 15, 2024;

and 25% of the RSAs on December 15, 2024.

(18) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

5,528 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 27,491 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024.

(19) The service-based condition will be satisfied, and the forfeiture condition will lapse for this RSA as follows (in each case subject to continued service through each date):

33.3% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2021;

and 66.7% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2022.

The service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/6th of the shares underlying this RSA after each month of continuous service by Mr.

Grusd from December 16, 2021.

(20) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

30,625 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 26,367 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024.

Option Exercises and Stock Vested

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No named executive officer exercised options during 2022.

Value Realized

Name Number of

Vesting (#) Value Realized

Evan Spiegel — $ —

Derek Andersen 455,766 8,561,719

Jeremi Gorman

Jerry Hunter 791,376 16,111,423

Rebecca Morrow 77,197 1,770,108

Michael O’Sullivan 329,178 7,292,405

Jeremi Gorman 799,990 16,791,290

(1) The value realized is based on the closing price of our Class A common stock on the vesting date.

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Employment, Severance, and Change in Control Agreements

Offer Letters

We have offer letters with each of our executive officers.

The offer letters generally provide for at-will employment and set forth the executive officer’s initial base salary, eligibility for employee benefits, and confirmation of the terms of previously issued equity grants, if applicable, including in some cases severance benefits on a qualifying termination of employment.

Employment Agreements and Offer Letters

We have employment agreements or offer letters with each of our executive officers.

Except as otherwise described below, the employment agreements and offer letters generally provide for at-will employment and set forth the executive officer’s initial base salary, eligibility for employee benefits, and confirmation of the terms of previously issued equity grants, if applicable, including in some cases severance benefits on a qualifying termination of employment.

If an executive officer dies, all outstanding equity awards will be deemed to satisfy the service-based requirement.

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The key terms of employment with our executive officers are described below.

In October 2016, we entered into an amended and restated offer letter agreement with Evan Spiegel, our co-founder and Chief Executive Officer, with respect to his continuing employment with us.

Spiegel’s annual base salary as of December 31, 2021 was $1.

Robert Murphy

In October 2016, we entered into an amended and restated offer letter agreement with Robert Murphy, our co-founder and Chief Technology Officer, with respect to his continuing employment with us.

Murphy’s annual base salary as of December 31, 2021 was $1.

Evan Spiegel and Robert Murphy

In July 2022, we entered into employment agreements with Evan Spiegel, our co-founder and Chief Executive Officer, and Robert Murphy, our co-founder and Chief Technology Officer, with respect to their continuing employment with us.

The annual base salary for each of Messrs.

Spiegel and Murphy as of December 31, 2022 was $1.

The employment agreements are each effective as of January 1, 2022, and will have an initial term of five years, subject to automatic renewals for successive five year periods unless earlier terminated as provided in their respective employment agreements.

In July 2022, our board of directors determined that it was advisable and in our best interest to approve the Future Stock Split.

In connection with the Future Stock Split, we entered into the Co-Founder Agreements with each of Messrs.

Spiegel and Murphy, and certain of their respective affiliates requiring them, among other things, to convert shares of Class B common stock and Class C common stock into Class A common stock under certain circumstances.

The Future Stock Split will be not be declared and paid until the later of (i) June 30, 2023 and (ii) the first business day following the date on which the average of the volume weighted average price per share of Class A common stock

equals or exceeds $40 per share for 65 consecutive trading days.

If this does not occur by July 21, 2032, the Future Stock Split will not be declared and paid, and the Co-Founder Agreements will terminate.

Derek Andersen

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Jeremi Gorman

In October 2018, we entered into an offer letter agreement with Jeremi Gorman, our Chief Business Officer, with respect to her employment with us.

Gorman’s annual base salary as of December 31, 2021 was $500,000.

In October 2018, we entered into an offer letter agreement with Jared Grusd to serve as our Chief Strategy Officer.

Through January 31, 2021, Mr.

Grusd’s annual base salary was $500,000.

In February 2021, we entered into a new employment agreement and transition agreement with Jared Grusd.

Under the agreements, Mr.

Grusd agreed to enter into a new fixed term employment agreement as a Strategic Advisor that ends on June 30, 2022, which included continued vesting of a portion of his previously granted equity in monthly installments from April 2021 to June 2022, subject to continued employment.

In addition, following execution of a standard release, Mr.

Grusd’s outstanding equity awards that were scheduled to vest through March 15, 2021 and his salary had he remained our Chief Strategy Officer through March 31, 2021 were accelerated.

Grusd’s annual base salary as of December 31, 2021 was $141,177.

In October 2020, we entered into an amended and restated offer letter agreement with Jerry Hunter, our Senior Vice President, Engineering, with respect to his continuing employment with us.

In October 2018, we entered into an offer letter agreement with Jeremi Gorman, our former Chief Business Officer, with respect to her employment with us.

In August 2022, we entered into a transition agreement with Ms.

Under the transition agreement, following the execution of a standard release, Ms.

Gorman's outstanding equity awards that were scheduled to vest pursuant to a monthly schedule through December 31, 2022, and salary had she remained our Chief Business Officer through December 31, 2022, were each accelerated.

In October 2020, we entered into an amended and restated offer letter agreement with Jerry Hunter, our Chief Operating Officer, with respect to his continuing employment with us.

Hunter’s annual base salary as of December 31, 2022 was $500,000.

Hunter’s employment is terminated without cause or he terminates his employment for good reason, within 12 months following a change in control, then the service-based vesting requirement for the RSUs granted prior to 2018 will be deemed satisfied with respect to 1/16th of the RSUs for each completed quarter of service since the vesting commencement date.

Hunter must sign a release of claims agreement as a pre-condition of receiving this termination benefit.

Rebecca Morrow

In July 2019, we entered into an offer letter agreement with Rebecca Morrow, our Chief Accounting Officer and Controller, with respect to her employment with us.

In July 2019, we entered into an offer letter agreement with Rebecca Morrow, our Chief Accounting Officer, with respect to her employment with us.

Morrow’s annual base salary as of December 31, 2022 was $431,600.

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O’Sullivan’s annual base salary as of December 31, 2022 was $500,000.

Potential Payments upon Change in Control or Death

The following table sets forth the estimated payments that would be received by each named executive officer if a hypothetical termination of employment without cause or following a resignation for good reason following a change of control of our company had occurred on December 31, 2021.

Accelerated Vesting of RSUs (1)

Derek Andersen

Jeremi Gorman

Michael O’Sullivan

The amount reported reflects the aggregate market value, based on the closing price of our Class A common stock of $47.03 on December 31, 2021, of the unvested RSUs that would be accelerated.

The table below reflects amounts that would have been received by each named executive officer assuming that his or her employment was terminated due to his or her death on December 31, 2021.

Accelerated Vesting

Potential Payments upon Termination, Change in Control, or Death

Currently, no named executive officer is entitled to any payments upon a termination of employment or a resignation, in each case, following a change of control of our company.

No named executive officer is also entitled to any payments following a resignation for good reason, other than Mr.

Spiegel resigns for good reason as an employee and member of our board of directors, then Mr.

Spiegel is entitled to continue receiving his existing aircraft usage and security benefits provided by us, in each case, subject to the terms of his employment agreement entered into with us in July 2022.

The table below reflects amounts that wou ld have been received by each named executive officer assuming that his or her employment was terminated due to his or her death on December 31, 2022.

Name Accelerated Vesting

of Stock Awards(1)

Evan Spiegel $ —

Derek Andersen 7,106,927

Jeremi Gorman

Jerry Hunter 24,994,996

Rebecca Morrow 1,292,183

Michael O’Sullivan 5,173,906

Jeremi Gorman —

(1) The amount reported reflects the aggregate value, based on the closing price of our Class A common stock of $8.95 on December 31, 2022, of the unvested equity awards that would be accelerated.

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We have the ability to make matching and discretionary contributions to the 401(k) plan.

Currently, we make a match of each participant’s contribution up to federal limits of the participant’s base salary, bonus, and commissions paid during the period, and we make a match of 50% of each participant’s contribution between 3% and 5% of the participant’s base salary, bonus, and commissions paid during the period.

Currently, we match 100% of each participant’s contribution up to a maximum of 3% of the participant’s eligible compensation paid during the period, and also match 50% of each participant’s contribution between 3% and 5% of the participant’s eligible compensation paid during the period.

Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

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The maximum number of shares of our Class A common stock that may be issued under our 2017 Plan as of December 31, 2022 is 157,768,323.

The number of shares of our Class A common stock reserved for issuance under our 2017 Plan will automatically increase on January 1st of each calendar year, starting on January 1, 2018 through January 1, 2027, in an amount equal to 5.0% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.

The number of shares of our Class A common stock reserved for issuance under our 2017 Plan will automatically increase on January 1st of each calendar year, starting on January 1, 2018

through January 1, 2027, in an amount equal to 5.0% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.

The maximum number of shares of our Class A common stock that may be issued on the exercise of incentive stock options under our 2017 Plan is three times the share reserve under the 2017 Plan.

Shares subject to stock awards granted under our 2017 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under our 2017 Plan.

Shares subject to stock awards granted unde r our 2017 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under our 2017 Plan.

Additionally, shares become available for future grant under our 2017 Plan if they were issued under stock awards under our 2017 Plan and if we repurchase them or they are forfeited.

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Under the 2017 Plan, a change in control is defined to include:

(1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets

other than to an entity more than 50% of the combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the board of directors.

Plan Amendment or Termination .

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Authorized Shares .

The maximum number of shares of our Class A common stock that may be issued under our 2014 Plan is 166,164,100, minus the number of shares of our Class B common stock issued after September 4, 2014 under our 2012 Plan.

The ma ximum number of shares of our Class A common stock that may be issued under our 2014 Plan is 166,164,100, minus the number of shares of our Class B common stock issued after September 4, 2014 under our 2012 Plan.

In addition to the share reserve, an additional 53,357,397 shares of Class A common stock are reserved under the 2014 Plan in connection with the distribution of shares of Class A common stock provided as a dividend to the holders of all preferred stock and common stock outstanding on October 31, 2016.

The maximum number of shares of Class A common stock that may be issued on the exercise of incentive stock options under our 2014 Plan is three times such maximum number of shares.

The maximum number of shares of Class A common stock that may be issued on the exercise of incentive stock options under our 2014 Plan is three t imes such maximum number of shares.

Shares subject to stock awards granted under our 2014 Plan that expire, are forfeited, or terminate without being exercised in full or are settled in cash do not reduce the number of shares available for issuance under our 2014 Plan.

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Under the 2014 Plan, a change in control is defined to include:

(1) the acquisition by any person of more than 50% of the combined voting power of our then outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) our stockholders approve or our board of directors approves a plan of complete dissolution or liquidation or a complete dissolution or liquidation otherwise occurs except for a liquidation into a parent corporation, and

(4) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets to an entity that did not previously hold more than 50% of the voting power of our stock.

Plan Amendment or Termination .

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The maximum number of shares of our Class B common stock that may be issued under our 2012 Plan is 91,292,140, minus the number of shares of our Class A common stock issued after September 4, 2014 under our 2014 Plan.

In addition to the share reserve, an additional 50,022,362 shares of Class A common stock are reserved under the 2012 Plan in connection with the Class A Dividend, one share of which will be issued if and when a share from the share reserve is issued in connection with the settlement or exercise of a stock award that was outstanding as of October 31, 2016.

In addition to the share reserve, an additional 50,022,362 s hares of Class A common stock are reserved under the 2012 Plan in connection with the Class A Dividend, one share of which will be issued if and when a share from the share reserve is issued in connection with the settlement or exercise of a stock award that was outstanding as of October 31, 2016.

The maximum number of shares of Class B common stock that may be issued on the exercise of incentive stock options under our 2012 Plan is such maximum number of shares.

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In addition, the ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component.

In particular, where such purchase rights are granted to employees who are foreign nationals or employed or located outside the United States, our board of directors may adopt rules that are beyond the scope of Section 423 of the Code.

In particular,

where such purchase rights are granted to employees who are foreign nationals or employed or located outside the United States, our board of directors may adopt rules that are beyond the scope of Section 423 of the Code.

Share Reserve .

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Limitations on Liability and Indemnification Matters

Our certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law.

Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

any breach of the director’s duty of loyalty to the corporation or its stockholders;

Our certificate of incorporation contains provisions that limit the liability of our current and former directors and officers for monetary damages to the fullest extent permitted by Delaware law.

Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

• any breach of the director’s or officer's duty of loyalty to the corporation or its stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

In addition, Delaware courts could find certain of these limitations of liability in our certificate of incorporation to be inapplicable or unenforceable in an action.

Our certificate of incorporation authorizes us to indemnify our directors, officers, employees, and other agents to the fullest extent permitted by Delaware law.

Our bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents.

Our bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final

disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

Our bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

We have entered into, and expect to continue to enter into agreements to indemnify our directors, executive officers, and other employees as determined by the board of directors.

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We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws, if permitted by applicable law, may discourage stockholders from bringing a lawsuit against our directors or officers for breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders.

Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Director Compensation

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The service-based vesting condition will be fully satisfied for the RSUs and options on July 20, 2023.

If a director’s service ceases before July 20, 2022, vesting of the RSUs and options will be accelerated pro rata,

based on the number of months of service provided by such director.

If a director’s service ceases before July 20, 2023, vesting of the RSUs and options will be accelerated pro rata, based on the number of months of service provided by such director.

In addition, in the event of a change in control, the service-based vesting condition of the RSUs and options will be deemed satisfied for 100% of the RSUs and options that have not yet satisfied the service-based vesting condition, immediately before the closing of such change in control.

Murphy did not receive compensation for his service as a director.

Fees Earned or

Name Fees Earned or

Paid in Cash Stock

Awards(1)(5) Option

Awards(1)(5) Total

Michael Lynton $ 198,333 $ 141,358 $ 125,006 $ 464,697

Kelly Coffey 87,500 141,358 125,006 353,864

Joanna Coles 97,500 141,358 125,006 363,864

Liz Jenkins 108,333 141,358 125,006 374,697

Stanley Meresman 95,834 141,358 125,006 362,198

Miller(2) 157,500 141,358 125,006 423,864

Robert Murphy(3) 524,998 — — 524,998

Poppy Thorpe(4) 91,371 141,358 125,006 357,735

Fidel Vargas(4) 91,371 141,358 125,006 357,735

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For a discussion of the valuation of the equity awards, including the assumptions used, see Notes 1 and 4 of the notes to our consolidated financial statements.

Includes $2,692 of imputed income relating to incremental costs of family or guests accompanying Mr.

Lynton on business flights that Mr.

Lynton cannot reimburse under the Federal Aviation Regulations, as approved by the compensation committee of our board of directors.

(2) Amount reported includes a $5,000 per month retainer for services on a special committee.

Lafley resigned as a member of our board of directors, effective December 31, 2021.

Includes $398 of imputed income relating to incremental costs of family or guests accompanying Mr.

Meresman on business flights that Mr.

Meresman cannot reimburse under the Federal Aviation Regulations, as approved by the compensation committee of our board of directors.

Murphy does not receive any compensation for service as a director.

Amount reported represents (a) $1 for his base salary as an employee, (b) $184,430 for security for Mr.

Murphy, and (c) $6 for life insurance premiums paid by us on behalf of Mr.

Vargas joined the board of directors on July 20, 2021.

Amount reported represents (a) $1 for his annual base salary as an employee, (b) $349,744 for security for Mr.

Murphy, (c) $6 for life insurance premiums paid by us on behalf of Mr.

Murphy, and (d) $175,247 in incremental costs for personal flights not reimbursed by Mr.

(4) Amount reported includes $3,871 retainer for services on a special committee.

(5) As of December 31, 2022, the aggregate number of shares underlying stock awards and option awards outstanding for each of our non-employee directors was:

Name Aggregate

Awards Aggregate

Michael Lynton 9,114 65,553

Kelly Coffey 9,114 31,896

Joanna Coles 9,114 65,553

Liz Jenkins 9,114 21,896

Stanley Meresman 9,114 65,553

Lafley resigned as a member of our board of directors, effective December 31, 2021.

Pursuant to our non-employee director compensation policy, vesting of RSUs and options was accelerated pro rata, based on the number of months of service provided by Mr.

Miller 9,114 65,553

Poppy Thorpe 9,114 63,553

Fidel Vargas 9,114 18,908

In 2022, we also provided Mr.

Lynton with an executive administrative assistant for his duties as Chairman.

Lynton with an executive administrative assistant for his duties as Chairperson.

The executive administrative assistant would occasionally assist Mr.

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As disclosed in the Summary Compensation Table, for the year ended December 31, 2022, the annual total compensation of our Chief Executive Officer was $2,747,395.

The annual total compensation of our median employee, excluding our Chief Executive Officer, for the same period, using the same methodology used to calculate our Chief Executive Officer’s annual total compensation, was $327,710.

The ratio of these amounts is 10 to 1.

The annual total compensation of our median employee,

excluding our Chief Executive Officer, for the same period, using the same methodology used to calculate our Chief Executive Officer’s annual total compensation, was $219,330.

The ratio of these amount s is approximately 12.5 to 1.

We believe such ratio is a reasonable estimate calculated in a manner consistent with Item 402 of Regulation S-K under the Exchange Act.

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As a result, those stockholders and we are not obligated to disclose ownership of our Class A common stock, so there can be no assurance that you, or we, will be notified of such ownership or changes in such ownership.

Furthermore, significant holders of our Class A common stock may hold our stock in nominee or “street name” with various brokers, such that we will not be able to identify their ownerships.

Furthermore, significant holders of our Class A common stock may hold our stock in nominee or “street name” with various brokers, such that we will not be able to identify their ownership.

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

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Applicable percentage ownership is based on 1,319,929,508 shares of Class A common stock, 22,529,132 shares of Class B common stock, and 231,626,943 shares of Class C common stock outstanding as of December 31, 2022.

In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options and RSUs held by the person that are currently exercisable, or would become exercisable or would

vest based on service-based vesting conditions within 60 days of December 31, 2021.

However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Snap Inc., 3000 31st Street, Santa Monica, CA 90405.

Class A Common Stock

Class B Common Stock

Class C Common Stock

Name of Beneficial Owner

Class A Common Stock Class B Common Stock Class C Common Stock % of

Name of Beneficial Owner Shares % Shares % Shares %

Directors and Named Executive Officers:

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Derek Andersen(3) 807,328 * — * — * *

Jeremi Gorman(4)

Jerry Hunter(4) 2,263,072 * — * — * *

Rebecca Morrow(5) 216,678 * — * — * *

Michael O’Sullivan(6) 890,015 * — * — * *

Jared Grusd(7)

Jeremi Gorman 1,343,344 * — * — * *

Michael Lynton(7) 1,081,416 * — * — * *

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Stanley Meresman(11) 77,634 * — * — * *

Miller(12) 141,978 * — * — * *

Poppy Thorpe(13) 67,359 * — * — * *

Fidel Vargas(14) 6,189 * — * — * *

All directors and executive officers as a group (14 persons)(15) 123,305,603 9.3 11,724,820 52.0 231,626,943 100.0 99.5

5% Stockholders:

FMR LLC(16) 143,828,052 10.9 — * — * *

Rowe Price Associates, Inc.(17) 122,086,490 9.2 — * — * *

Vanguard Group Inc.(18)

Entities affiliated with Tencent Holdings Limited(18) 232,655,030 17.6 10,344,970 45.9 — * *

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(3) Includes (a) 490,389 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2022 and (b) RSUs for 1,266 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2022.

Includes 1,229,682 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2021.

Includes (a) 1,310,092 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2021, (b) RSUs for 34,988 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2021, (c) 700,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2021, and (d) 614,126 shares held in trust for which Mr.

(4) Includes (a) 718,757 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2022, (b) 700,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022, and (c) 844,315 shares held in trust for which Mr.

Hunter is trustee and holds dispositive power.

(5) Includes 95,094 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2022.

(6) Includes (a) 437,504 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2022, (b) 452,191 shares of Class A common stock held in trust for which Mr.

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O’Sullivan disclaims beneficial ownership except as to indirect pecuniary interest, if any.

Includes 130,670 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2021.

Includes (a) 945,876 shares of Class A common stock for which Mr.

(7) Includes (a) 945,876 shares of Class A common stock held in trust for which Mr.

Lynton is trustee and (b) 50,689 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

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(10) Includes 7,032 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

Includes (a) 186,980 shares held in trust for which Mr.

Lafley is trustee and holds dispositive power, and (b) 48,330 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2021.

(11) Includes 50,689 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

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(13) Includes 48,689 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

(14) Includes 4,044 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

(15) Consists of (a) 122,324,784 shares of Class A common stock (of which 1,741,744 shares are unvested and subject to forfeiture as of December 31, 2022), 11,724,820 shares of Class B common stock, and 231,626,943 shares of Class C common stock held by our current directors and executive officers or for which they serve as trustees, (b) RSUs for 1,266 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2022, and (c) 979,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

Includes shares held by Ms.

Morrow, and does not include shares held by Mr.

Grusd, as he was not an executive officer as of December 31, 2021, and Mr.

Lafley, who resigned as a member of our board of directors, effective December 31, 2021.

Does not include shares held by Ms.

Gorman, as she was not an executive officer as of December 31, 2022.

(16) Based on information reported by FMR LLC on Schedule 13G filed with the SEC on October 11, 2022.

FMR LLC reported as a parent holding company that certain of its subsidiaries have sole dispositive power with respect to 143,828,052 shares of Class A common stock and sole voting power with respect to 136,845,537 shares of Class A common stock.

FMR LLC reported that Fidelity Management & Research Company LLC beneficially owns 5% or greater of the outstanding shares of Class A common stock.

FMR LLC listed its address as 245 Summer Street, Boston, Massachusetts 02210.

(17) Based on information reported by T.

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listed its address as 100 E.

Pratt Street, Baltimore, MD 21202.

Based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 10, 2021.

The Vanguard Group reported that it has sole dispositive power with respect to 73,910,018 shares of Class A common stock, sole voting power with respect to 0 shares of Class A common stock, shared dispositive power with respect to 1,308,784 shares of Class A common stock, and shared voting power with respect to 644,655 shares of Class A common stock.

The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

Tencent Holdings Limited reported in its 2021 Interim Report that, as of June 30, 2021, it was interested in approximately 243 million shares of Snap Inc.

We believe, based on such reporting and our corporate and transfer agent records, that Tencent Holdings Limited and its affiliates beneficially own 10,344,970 shares of Class B Common Stock, and the balance of shares reported are Class A Common Stock.

As noted above, holders of our Class A common stock, other than our directors or officers, are exempt from the obligation to file reports under Sections 13(d), 13(g), and 16 of the Exchange Act and may hold the stock in nominee or “street name” such that we are not able to identify or confirm their ownerships.

Pratt Street, Baltimore, Maryland 21202.

(18) Tencent Holdings Limited reported in its 2021 Interim Report that, as of June 30, 2021, it was interested in approximately 243 million shares of Snap Inc., and has not provided any update in subsequent reports.

Tencent Holdings Limited listed its registered address as Hutchins Drive, P.O.

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The table set forth below provides information concerning the awards that may be issued under our 2012 Plan, 2014 Plan, and 2017 Plan as of December 31, 2022:

Plan Category Number of

Securities to

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and Rights(1)

Weighted-Average

(a) Weighted-Average

Exercise Price of

(b) Number of

Available for

Plan Category

Equity compensation plans approved by security holders(3) 131,694,045 $ 9.68 157,768,323

Equity compensation plans not approved by security holders — — —

Total 131,694,045 $ 9.68 157,768,323

(1) Excludes RSAs subject to forfeiture that are already included within issued and outstanding Class A common stock as of December 31, 2022.

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Murphy have the right to request that their shares be covered by a registration statement that we are otherwise filing.

Co-Founder Agreements and Related Agreements

We are party to a series of agreements with Mr.

Spiegel and Mr.

Murphy, and certain of their respective affiliates, as applicable, which include:

(i) employment agreements pursuant to which each individual will continue to serve in their respective roles at Snap for an initial five-year term ending on January 1, 2027, subject to automatic renewals for successive five year periods unless earlier terminated as provided in their respective employment agreements, (ii) the Future Stock Split, which shall not be declared and paid until the later of (x) June 30, 2023 and (y) the first business day following the date on which the average of the volume weighted average price per share of Class A common stock equals or exceeds $40 per share for 65 consecutive trading days by July 21, 2032, and (iii) the Co-Founder Agreements, which include (a) the requirement under certain circumstances to convert an equal number of shares of Class B common stock or Class C common stock into Class A common stock in connection with sales by such individual of shares of Class A

common stock received in the special dividend, (b) conversion of such individual’s remaining shares of Class C common stock into Class B common stock at such time as such Class C common stock represents in the aggregate less than 60% of such individual’s Base Class C Common Stock (as such term is defined in our certification of incorporation), and (c) in the event of any sale or liquidation of Snap Inc.

following the special dividend, shares of Class A common stock, Class B common stock, and Class C common stock are to be treated identically, equally, and ratably, on a per share basis, with respect to any consideration received.

Munger, Tolles & Olson LLP

We have in the past engaged the law firm Munger, Tolles & Olson LLP, or Munger, to provide certain legal services to us, and may do so in the future.

Spiegel’s father, John Spiegel, is a partner at Munger, although John Spiegel has not personally provided any material legal services to us.

Spiegel’s father, John Spiegel, is a partner at Munger and has provided legal services to us.

For the year ended December 31, 2022, total services provided by Munger were $5,921,891.

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For the year ended December 31, 2022, total services provided by Gibson were $354,413.

Entities Affiliated with FMR LLC

In the ordinary course of business, FMR LLC and its affiliates, who hold 5% or more of our Class A common stock at December 31, 2022, purchased $2,653,243 of our advertising products for the year ended December 31, 2022.

In addition, we use affiliates of FMR LLC for certain services related to our 401(k) plan.

For the year ended December 31, 2022 total services provided by affiliates of FMR LLC were $539,356.

Entities Affiliated with Tencent

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Aviation Matters

Airplane Leases

In June 2018, we entered into a lease of an aircraft from an entity controlled by Mr.

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The audit and compensation committees of our board of directors approved this lease based on our overall security program for Mr.

Spiegel and their assessment that such an arrangement is more efficient and flexible, and better ensures confidentiality and privacy.

Spiegel may use the aircraft leased by us for personal use pursuant to a time-sharing agreement between us and Mr.

Spiegel and their assessment that such an arrangement is more efficient and flexible, and better ensures confidentiality, privacy, and safety.

Spiegel may use aircraft leased by us for personal use pursuant to a time sharing agreement between us and Mr.

Spiegel in accordance with the provisions of Federal Aviation Regulations 91.501(c).

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Spiegel and guests are flown by our pilots and crew members.

Spiegel reimburses us for certain costs incurred by us in connection with these

flights, up to the maximum permitted under the Federal Aviation Regulations 91.501(d).

Spiegel reimburses us for certain costs incurred by us in connection with these flights, up to the maximum permitted under the Federal Aviation Regulations 91.501(d).

Spiegel has family or guests accompanying him on business flights, Mr.

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Spiegel could not reimburse was $122,676.

Additionally, we entered into a sublease of approximately 10,000 square feet of a hangar from an entity that is controlled by Mr.

Under the terms of this sublease, Mr.

Spiegel’s entity leases the space to us for no charge.

We cover the maintenance and insurance costs associated with the space.

In September 2022, we entered into a lease of an aircraft from an entity controlled by Mr.

Murphy on terms that are advantageous to us.

Under the terms of this lease, Mr.

Murphy’s entity leases the aircraft to us for $0.

We cover all the operating, maintenance, and insurance costs, and property taxes associated with the aircraft.

The lease has a one-year term, which is automatically extended for successive one-year periods unless terminated by either party.

We use the hangar space to store and operate the aircraft that we lease from Mr.

The underlying hangar lease expires in 2023.

In anticipation of that expiration, Mr.

Spiegel’s entity previously entered into a ground lease for a site on which it is required to build a new hangar.

entity may terminate the lease at any time on one year’s prior written notice.

The audit and compensation committees of our board of directors approved this lease based on our overall security program for Mr.

Murphy and their assessment that such an arrangement is more efficient and flexible, and better ensures confidentiality, privacy, and safety.

Murphy may use aircraft leased by us for personal use pursuant to a time sharing agreement between us and Mr.

Murphy in accordance with the provisions of Federal Aviation Regulations 91.501(c).

On these flights, Mr.

Murphy and guests are flown by our pilots and crew members.

Murphy reimburses us for certain costs incurred by us in connection with these flights, up to the maximum permitted under the Federal Aviation Regulations 91.501(d).

Murphy has family or guests accompanying him on business flights, Mr.

Murphy cannot reimburse the incremental cost to us for such family or guests under the Federal Aviation Regulations.

Hangar Leases

In June 2018, we entered into a sublease of approximately 10,000 square feet of a hangar from an entity that is controlled by Mr.

Under the terms of this sublease, Mr.

Spiegel’s entity leased the space to us for no charge.

We covered the maintenance and insurance costs associated with the space.

This lease was terminated in May 2022.

In anticipation of the termination of the prior hangar lease, Mr.

Spiegel’s entity previously entered into a ground lease for a site on which it was required to build a new hangar.

In November 2020, we and Mr.

Spiegel’s entity entered into a twelve-year sublease for $0 allowing us to build and operate a new hangar on that site to support our aviation program, including the storage and operation of the aircraft that we lease from Mr.

We plan to construct the hangar prior to the expiration of the current hangar’s lease in 2023.

Spiegel’s entity will remain solely responsible for the ground lease rental payments, certain airport fees, and taxes, and is providing us with the existing plans and permits procured by Mr.

Spiegel for construction of the hangar.

In exchange for certain costs and ground lease payments that Mr.

Spiegel and Mr.

Construction of the new hangar was completed in 2022.

Spiegel’s entity is solely responsible for the ground lease rental payments, certain airport fees, and taxes.

In exchange for certain construction-related costs and ground lease payments that Mr.

Spiegel’s entity has incurred and will continue to incur, Mr.

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Hunter’s son, John Hunter, has been employed by us since May 2021.

In 2021, John Hunter’s prorated base salary was $76,923, and he received benefits comparable with similar roles at Snap Inc.

In addition, he received 2,694 restricted stock units subject to vesting over thirty-six months.

In 2022, John Hunter’s base salary and discretionary bonus was $132,678, which along with other benefits he received, were commensurate with similar roles at Snap Inc.

In addition, in 2022 he received 2,015 restricted stock units subject to vesting over thirty-six months, commensurate with similar roles at Snap Inc.

John Hunter is not part of Mr.

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In July 2016, we entered into a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our board of directors or our audit committee.

Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $50,000 and such person would have a direct or indirect interest, must be presented to our board of directors or our audit committee for review, consideration, and approval.

person would have a direct or indirect interest, must be presented to our board of directors or our audit committee for review, consideration, and approval.

In approving or rejecting any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

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Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Ms.

Lafley (in 2021), Mr.

Meresman, Mr.

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Audit-Related Fees(2) — 99

Tax Fees(3) 1,399 2,287

All Other Fees(4) 593 461

Total $ 10,758 $ 11,802

(1) Audit fees consist of the fees for professional services rendered for the audit of our financial statements, audit of our internal control over financial reporting, review of our quarterly financial statements, filing of our registration statements, accounting consultations, and audits provided in connection with statutory filings.

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Consolidated Financial Statements

See Index to Financial Statements and Supplemental Data on page 65.

See Index to Financial Statements and Supplementary Data on page 74 .

Financial Statement Schedules

All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of Snap Inc.

February 2, 2017

S-1 333-215866 3.2 February 2, 2017

3.2 Amendment No.

1 to the Amended and Restated Certificate of Incorporation of Snap Inc.

8-K 001-38017 3.1 July 21, 2022

3.3 Certificate of Correction to Amendment No.

1 to the Amended and Restated Certificate of Incorporation of Snap Inc.

8-K/A 001-38017 3.1 August 8, 2022

3.4 Amendment No.

2 to the Amended and Restated Certificate of Incorporation of Snap Inc.

8-K 001-38017 3.1 August 26, 2022

3.5 Amended and Restated Bylaws of Snap Inc.

February 4, 2021

10-K 001-38017 3.2 February 4, 2021

4.1 Form of Class A Common Stock Certificate

February 2, 2017

S-1 333-215866 4.1 February 2, 2017

4.2 Form of Class B Common Stock Certificate

March 7, 2017

S-8 333-216495 4.6 March 7, 2017

4.3 Form of Class C Common Stock Certificate

March 7, 2017

S-8 333-216495 4.7 March 7, 2017

4.4 Description of Securities

February 4, 2021

4.5 Indenture, dated August 9, 2019, by and between Snap Inc.

Bank National Association, as Trustee

August 9, 2019

8-K 001-38017 4.1 August 9, 2019

4.6 Form of Global Note, representing Snap Inc.’s 0.75% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.5)

August 9, 2019

8-K 001-38017 4.2 August 9, 2019

4.7 Indenture, dated April 28, 2020, by and between Snap Inc.

Bank National Association, as Trustee

April 28, 2020

8-K 001-38017 4.1 April 28, 2020

4.8 Form of Global Note, representing Snap Inc.’s 0.25% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.7)

April 28, 2020

8.K 001-38017 4.2 April 28, 2020

4.9 Indenture, dated April 30, 2021, by and between Snap Inc.

Bank National Association, as Trustee

April 30, 2021

8-K 001-38017 4.1 April 30, 2021

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

4.10 Form of Global Note, representing Snap Inc.’s 0% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.9)

April 30, 2021

8-K 001-38017 4.2 April 30, 2021

4.11 Indenture, dated February 11, 2022, by and between Snap Inc.

Bank Trust Company, National Association, as Trustee.

8-K 001-38017 4.1 February 11, 2022

4.12 Form of Global Note, representing Snap Inc.’s 0.125% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

8-K 001-38017 4.2 February 11, 2022

10.1+ Snap Inc.

Amended and Restated 2012 Equity Incentive Plan

February 2, 2017

S-1 333-215866 10.2 February 2, 2017

10.2+ Forms of grant notice, stock option agreement and notice of exercise under the Snap Inc.

Amended and Restated 2012 Equity Incentive Plan

February 2, 2017

S-1 333-215866 10.3 February 2, 2017

10.3+ Forms of restricted stock unit grant notice and award agreement under the Snap Inc.

Amended and Restated 2012 Equity Incentive Plan

February 2, 2017

Incorporated by Reference

S-1 333-215866 10.4 February 2, 2017

10.4+ Snap Inc.

Amended and Restated 2014 Equity Incentive Plan

February 2, 2017

S-1 333-215866 10.5 February 2, 2017

10.5+ Forms of grant notice, stock option agreement and notice of exercise under the Snap Inc.

Amended and Restated 2014 Equity Incentive Plan

February 2, 2017

S-1 333-215866 10.6 February 2, 2017

10.6+ Forms of restricted stock unit grant notice and award agreement under the Snap Inc.

Amended and Restated 2014 Equity Incentive Plan

February 2, 2017

S-1 333-215866 10.7 February 2, 2017

10.7+ Snap Inc.

2017 Equity Incentive Plan

March 7, 2017

S-8 333-216495 99.7 March 7, 2017

10.8+ Forms of global grant notice, stock option agreement and notice of exercise under the Snap Inc.

2017 Equity Incentive Plan

10-K 001-38017 10.8 February 3, 2022

10.9+ Forms of restricted stock unit grant notice and award agreement under the Snap Inc.

2017 Equity Incentive Plan

10-K 001-38017 10.9 February 3, 2022

10.10+ Forms of restricted stock award grant notice and award agreement under the Snap Inc.

2017 Equity Incentive Plan

October 26, 2018

10-Q 001-38017 10.4 October 26, 2018

10.11+ Snap Inc.

2017 Employee Stock Purchase Plan

February 2, 2017

S-1 333-215866 10.11 February 2, 2017

10.12+ Form of indemnification agreement

February 2, 2017

Amended and Restated Offer Letter, by and between Snap Inc.

and Evan Spiegel, dated October 27, 2016

February 2, 2017

Amended and Restated Offer Letter, by and between Snap Inc.

and Robert Murphy, dated October 27, 2016

February 2, 2017

S-1 333-215866 10.12 February 2, 2017

10.13 Co-Founder 's Agreement among Snap Inc., Evan Spiegel, and other Holders signatory thereto, made as of July 21, 2022

8-K 001-38017 10.1 July 21, 2022

10.14 Co-Founder 's Agreement among Snap Inc., Robert Murphy, and other Holders signatory thereto, made as of July 21, 2022

8-K 001-38017 10.2 July 21, 2022

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

10.15+ Employment Agreement by and between Snap Inc.

and Evan Spiegel, dated July 21, 2022

8-K 001-38017 10.3 July 21, 2022

10.16+ Employment Agreement by and between Snap Inc.

and Robert Murphy, dated July 21, 2022

8-K 001-38017 10.4 July 21, 2022

10.17+ Offer Letter, by and between Snap Inc.

and Michael O’Sullivan, dated July 24, 2017

November 8, 2017

10-Q 001-38017 10.1 November 8, 2017

10.18+ Amended and Restated Offer Letter, by and between Snap Inc.

and Jerry Hunter, dated October 7, 2020

February 4, 2021

Offer Letter, by and between Snap Inc.

and Jared Grusd, dated October 19, 2018

February 6, 2019

Offer Letter, by and between Snap Inc.

and Jeremi Gorman, dated October 21, 2018

February 6, 2019

10-K 001-38017 10.16 February 4, 2021

10.19+ Transition Agreement, by and between Snap Inc.

and Jeremi Gorman, dated August 30, 2022

8-K 001-38017 10.1 August 31, 2022

10.20+ Offer Letter, by and between Snap Inc.

and Derek Andersen, dated May 16, 2019

8-K 001-38017 10.1 May 20, 2019

10.21+ Offer Letter, by and between Snap Inc.

and Rebecca Morrow, dated July 12, 2019

October 23, 2019

2021 Bonus Program

February 4, 2021

10-Q 001-38017 10.1 October 23, 2019

10.22+ Snap Inc.

2022 Bonus Program

Revolving Credit Agreement, by and among Snap Inc., Morgan Stanley Senior Funding Inc., Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Barclays Bank PLC, and Credit Suisse AG, Cayman Islands Branch, dated July 29, 2016

February 2, 2017

Incorporated by Reference

Joinder Agreement, by and among Snap Inc., Silicon Valley Bank, and Morgan Stanley Senior Funding, Inc., dated February 20, 2018

February 22, 2018

First Amendment to Revolving Credit Agreement, by and among Snap Inc., Morgan Stanley Senior Funding Inc., Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, and Silicon Valley, dated August 13, 2018

August 13, 2018

Second Amendment to Revolving Credit Agreement, by and among Snap Inc., the lenders party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent, dated August 6, 2019

August 9, 2019

Third Amendment to Revolving Credit Agreement, by and among Snap Inc.

the lenders party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent, dated April 23, 2020

April 28, 2020

Fourth Amendment to Revolving Credit Agreement, by and among Snap Inc., the lenders party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent, dated April 27, 2021

April 30, 2021

10-K 001-38017 10.22 February 3, 2022

10.23 Notice of Prepayment and Termination of Commitments, dated May 5, 2022

10-Q 001-38017 10.1 July 21, 2022

10.24 Revolving Credit Agreement by and among Snap Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, dated May 6, 2022

10-Q 001-38017 10.2 July 21, 2022

10.25 Snap Inc.

Non-Employee Director Compensation Policy

February 22, 2018

10-K 001-38017 10.28 February 22, 2018

10.26+ Form of Time Share Agreement

October 26, 2018

Employment Agreement and Transition Agreement, by and between Snap Inc.

and Jared Grusd, dated February 3, 2021

February 4, 2021

10-Q 001-38017 10.3 October 26, 2018

21.1 List of Subsidiaries

1 unchanged sentence

31.1 Certification of the Chief Executive Officer of Snap Inc.

pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended

pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934

31.2 Certification of the Chief Financial Officer of Snap Inc.

pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended

pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934

32.1* Certification of the Chief Executive Officer and Chief Financial Officer of Snap Inc.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document.

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Definition Linkbase Document.

Incorporated by Reference

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Definition Linkbase Document.

Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Number Description Schedule

Number Exhibit Filing Date

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

2 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

February 3, 2022

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

January 31, 2023

/s/ Derek Andersen

2 unchanged sentences

(Principal Financial Officer)

February 3, 2022

January 31, 2023

/s/ Rebecca Morrow

2 unchanged sentences

(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Evan Spiegel

Chief Executive Officer and Director

February 3, 2022

(Principal Executive Officer)

/s/ Robert Murphy

Director and Chief Technology Officer

February 3, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

/s/ Evan Spiegel Chief Executive Officer and Director January 31, 2023

Evan Spiegel (Principal Executive Officer)

/s/ Robert Murphy Director and Chief Technology Officer January 31, 2023

Robert Murphy

/s/ Derek Andersen

Chief Financial Officer

February 3, 2022

Derek Andersen

(Principal Financial Officer)

/s/ Rebecca Morrow

Chief Accounting Officer

February 3, 2022

Rebecca Morrow

(Principal Accounting Officer)

/s/ Kelly Coffey

February 3, 2022

/s/ Joanna Coles

February 3, 2022

/s/ Elizabeth Jenkins

February 3, 2022

/s/ Derek Andersen Chief Financial Officer January 31, 2023

Derek Andersen (Principal Financial Officer)

/s/ Rebecca Morrow Chief Accounting Officer January 31, 2023

Rebecca Morrow (Principal Accounting Officer)

/s/ Kelly Coffey Director January 31, 2023

/s/ Joanna Coles Director January 31, 2023

/s/ Elizabeth Jenkins Director January 31, 2023

Elizabeth Jenkins

/s/ Michael Lynton

February 3, 2022

/s/ Michael Lynton Director January 31, 2023

Michael Lynton

/s/ Stanley Meresman

February 3, 2022

/s/ Stanley Meresman Director January 31, 2023

Stanley Meresman

February 3, 2022

/s/ Poppy Thorpe

February 3, 2022

/s/ Fidel Vargas

February 3, 2022

Miller Director January 31, 2023

/s/ Poppy Thorpe Director January 31, 2023

/s/ Fidel Vargas Director January 31, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures