What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-04 compared with 2021-02-05 · 247 added, 280 removed, 1051 unchanged (33% of the section changed)

4 unchanged sentences

Changes in Internal Control

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.

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.

Limitations on Effectiveness of Controls and Procedures

7 unchanged sentences

Other Information.

Amended and Restated Bylaws

On February 2, 2021, as part of its periodic review of our governing documents, our board of directors approved amendments to our amended and restated bylaws, to require the full board of directors (not a subcommittee of the board) to authorize the issuance of any voting stock.

The foregoing description of the changes is qualified in its entirety by reference to the full text of our amended and restated bylaws, a copy of which is attached as Exhibit 3.2 and incorporated by reference.

Snap’s amended and restated bylaws reflecting those amendments became effective immediately on approval by the board of directors.

We are including this disclosure in this Form 10-K rather than filing a Form 8-K under Item 5.03 at a later date.

2022 Discretionary Bonus Program

12 unchanged sentences

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.

New Employment Agreement and Transition Agreement

On February 3, 2021, we entered into a new employment agreement and transition agreement with Jared Grusd.

Under the agreement, Mr.

Grusd will enter into a new fixed term employment agreement that will include continued vesting of a portion of his previously granted equity.

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

Grusd will receive acceleration of his 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.

The foregoing description is qualified in its entirety by reference to the full text of the transition agreement, a copy of which is attached as Exhibit 10.30 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 .

Not applicable.

Directors, Executive Officers and Corporate Governance.

8 unchanged sentences

Chief Business Officer

Chief Strategy Officer

Senior Vice President, Engineering

11 unchanged sentences

Stanley Meresman(3)

Miller (1)( 3 )

Poppy Thorpe(1)(3)

2 unchanged sentences

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

21 unchanged sentences

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.

Grusd has served as our Chief Strategy Officer since November 2018.

Grusd was employed by Oath Inc.

as Chief Executive Officer, HuffPost and Global Head of News and Information at Oath Inc.

from June 2017 to October 2018.

Prior to that, Mr.

Grusd served as Chief Executive Officer of HuffPost (formerly Huffington Post) from September 2015 to June 2017 .

From October 2011 to September 2015, Mr.

Grusd was employed by Spotify Technology S.A.

as General Counsel and Global Head of Corporate Development.

Grusd holds an M.B.A.

from Columbia Business School, a J.D.

from University of Chicago Law School, and a B.A.

from University of Pennsylvania.

Jerry Hunter .

1 unchanged sentence

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 from October 2007 to August 2010.

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.

Hunter holds a B.S.

3 unchanged sentences

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.

15 unchanged sentences

from January 2004 until May 2017, and as CEO of Sony Corporation of America from March 2012 to August 2017.

Lynton has served as a member of the board of directors of Ares Management, L.P., Pearson, Warner Music Group Corp., Schrodinger, Inc., and The Boston Beer Company.

Lynton has served as a member of the board of directors of Ares Management Corp, Warner Music Group Corp., Schrodinger, Inc., and The Boston Beer Company.

Lynton also served as a member of the board of directors of Pandora Media, Inc.

from August 2017 until February 2019.

from August 2017 until February 2019 and Pearson plc, from January 2018 to April 2021 .

Lynton holds a B.A.

18 unchanged sentences

Coles has served on our board of directors since December 2015.

Coles has served as Chairperson and Chief Executive Officer of Northern Star Acquisition Corp.

and Northern Star Acquisition Corp.

II, or collectively Northern Star, since July 2020 and December 2020, respectively.

Prior to joining Northern Star, Ms.

Coles served as Chairperson and Chief Executive Officer of Northern Star Acquisition Corp.

since July 2020, until its merger with Bark, Inc.

(formerly Barkbox Inc.) in June 2021.

Coles has served as Chairperson and Chief Executive Officer of Northern Star Investment Corp.

II, Northern Star Investment Corp.

III, and Northern Star Investment Corp.

IV since November 2020.

Prior to joining the Northern Star entities, Ms.

Coles served as Chief Content Officer of Hearst Magazines from September 2016 to August 2018, overseeing editorial for Hearst’s 300 titles globally, and as Editor-in-Chief of Cosmopolitan from September 2012 to September 2016.

1 unchanged sentence

Coles worked for The Times of London from September 1998 to September 2001 and served as New York Bureau Chief for The Guardian from 1997 to 1998.

She currently serves on the board of directors of Sonos, Inc., and is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities.

She currently serves on the board of directors of Bark, Inc., Sonos, Inc., and is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities.

Coles holds a B.A.

10 unchanged sentences

We believe that Ms.

Jenkins is qualified to serve as a member of our board of directors due to her extensive leadership experience and e xperience working with content providers.

Lafley has served on our board of directors since July 2016.

Lafley held various positions within The Procter & Gamble Company since 1977 and served as its President, Chief Executive Officer, and as a member of the board of directors from June 2000 until June 2009 and again from May 2013 to October 2015.

He also served as Chairman of the Board from July 2002 through February 2010 and again from May 2013 through June 2016.

From April 2010 to May 2013, Mr.

Lafley served as a consultant and as a Senior Adviser at Clayton, Dubilier & Rice, LLC, a private equity firm.

Lafley holds a B.A.

from Hamilton College and an M.B.A.

from Harvard Business School.

We believe that Mr.

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

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

Stanley Meresman .

2 unchanged sentences

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., Guardant Health, Inc., and Medallia, Inc.

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 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;

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

from June 2015 to October 2021;

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

1 unchanged sentence

from March 2005 to May 2012.

He also serves on the board of directors of several private companies and board of trustees of the Panetta Institute of Public Policy, a non-profit organization.

He also serves on the board of trustees of the Panetta Institute of Public Policy, a non-profit organization.

From January 2004 to December 2004, Mr.

5 unchanged sentences

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.

2 unchanged sentences

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

Miller is a founder and Chief Executive Officer of G100 Companies, which operates G100 Network and SSA & Company.

Before joining G100 Companies in March 2004, Mr.

Miller is a founder and Chief Executive Officer of Council Advisors (formerly known as G100 Companies), and is also a founder and chairman of G100 Network and SSA & Company.

Before joining Council Advisors in March 2004, Mr.

Miller was employed at Hyatt Hotels Corporation, a global hospitality company, where he served as non-executive vice chairman from August 2003 to December 2004, president from January 1999 to August 2003, and executive vice president from September 1997 to July 2003.

Miller currently serves on the board of directors of QTS Realty Trust, Inc.

and served on the boards of Affinion Group, Inc.

Miller served on the boards of QTS Realty Trust, Inc.

from 2013 to 2021, Affinion Group, Inc.

from 2011 to 2013, AXA Equitable Life Insurance Company from 2002 to 2012, Orbitz Worldwide, Inc.

8 unchanged sentences

Thorpe has served on our board of directors since August 2018.

Thorpe has served as Chief Marketing Officer at Sesame Inc.

since March 2020.

Prior to that, Ms.

Thorpe served as Head of Brand Marketing at Glossier Inc., a beauty brand, from April 2018 to February 2020, Head of Strategy at FNDR, a marketing and advertising agency, from August 2017 to April 2018, and Strategy Director at R/GA, a digital agency, from August 2014 to August 2017.Ms.

Thorpe is a freelance brand consultant.

Previously, Ms.

Thorpe served as Chief Marketing Officer at Sesame Inc.

from March 2020 to May 2021, Head of Brand Marketing at Glossier Inc., a beauty brand, from April 2018 to February 2020, Head of Strategy at FNDR, a marketing and advertising agency, from August 2017 to April 2018, and Strategy Director at R/GA, a digital agency, from August 2014 to August 2017.

Thorpe holds a B.A.

2 unchanged sentences

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

Fidel Vargas .

Vargas has served on our board of directors since July 2021.

Vargas has served as Chief Executive Officer of the Hispanic Scholarship Fund since January 2013.

Prior to joining the Hispanic Scholarship Fund, Mr.

Vargas worked as a Partner at Centinela Capital Partners from June 2006 to December 2012, and from 1992 to 1997, Mr.

Vargas served as Mayor for the City of Baldwin Park, California.

Vargas serves on the President’s Commission on White House Fellowships.

Vargas holds an M.B.A.

in Social Studies from Harvard University.

We believe that Mr.

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

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

19 unchanged sentences

Our board of directors held five meetings during 2021.

No member of our board of directors attended fewer than 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).

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 2020, all members of our board of directors attended our annual meeting of stockholders.

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

Executive Sessions of Independent Directors

16 unchanged sentences

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.

Lynton was a member of the audit committee until December 2020.

The chair of our audit

committee is Mr.

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.

3 unchanged sentences

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

Meresman currently serves on the audit committees of four other public companies, in addition to our company.

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 2020 , the audit committee met nine times.

During 2021, the audit committee met six times.

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

7 unchanged sentences

reviewing cybersecurity and data privacy risks;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

3 unchanged sentences

Miller, and Ms.

Our board of directors has determined that each of Mr.

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

Miller, and Ms.

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

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.

The chair of our compensation committee is Mr.

During 2020, the compensation committee met six times.

During 2021, the compensation committee met five times.

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

12 unchanged sentences

Our nominating and corporate governance committee consists of Ms.

Lafley, and Mr.

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

Our board of directors has determined that each member of the nominating and corporate governance committee is 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.

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.

Our board of directors has determined that each current member, and member during 2021, 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.

11 unchanged sentences

We intend to disclose on our website any future amendments of our Code of Conduct or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Conduct.

You can request a copy of our Code of Conduct by writing to our Secretary at Snap Inc., 2772 Donald Douglas Loop North, Santa Monica, CA 90405 .

You can request a copy of our Code of Conduct by writing to our Secretary at Snap Inc., 3000 31st Street, Santa Monica, CA 90405.

Our board of directors believes that good corporate governance is important to ensure that the company is managed for the long-term benefit of our stockholders.

5 unchanged sentences

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.

All stockholder proposals should be marked for the attention of our Secretary at Snap Inc., 2772 Donald Douglas Loop North, Santa Monica, CA 90405.

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

Communications with the Board of Directors

Any stockholder, including a holder of Class A common stock, or any interested party may contact our board of directors regarding genuine issues or questions about us by sending a letter to the board of directors at:

Snap Inc., c/o Secretary, 2772 Donald Douglas Loop North, Santa Monica, CA 90405 , Attention:

Snap Inc., c/o Secretary, 3000 31st Street, Santa Monica, CA 90405, Attention:

Board of Directors.

9 unchanged sentences

This may limit the information available to holders of our Class A common stock.”

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, 2020, such persons complied with all such filing requirements.

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, 2021, such persons complied with all such filing requirements, except Mr.

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

Executive Compensation.

8 unchanged sentences

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.

6 unchanged sentences

Our focus on equity compensation encourages executives to operate like owners, linking their interests with the interests of our stockholders.

In 2020, we introduced an annual incentive compensation program .

As our company grows, we will continue to evaluate our compensation philosophy and programs to ensure they continue to meet our objectives.

8 unchanged sentences

Members of the compensation committee are appointed by our board of directors.

The compensation committee consists of four members of our board of directors:

Michael Lynton, A.G.

Lafley, Scott D.

Miller, and Poppy Thorpe, none of whom is an executive officer of Snap and each of whom qualifies as an “independent director” under the NYSE rules.

Our Chief Executive Officer and other members of our management team provide input to the compensation committee.

The compensation committee consists of three members of our board of directors:

Michael Lynton, Scott D.

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.

Compensation Consultant’s Role

5 unchanged sentences

Management’s Role

Management’s role is to make recommendations to the compensation committee regarding our compensation programs and policies, and to implement the programs and policies approved by the compensation committee.

Management makes recommendations to the compensation committee regarding our compensation programs and policies, and implements the programs and policies approved by the compensation committee.

Our Chief Executive Officer makes recommendations to the compensation committee with respect to compensation for our executive officers, including our named executive officers, other than himself.

7 unchanged sentences

In 2021, 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 Facebook, eBay, and TripAdvisor, and adding DocuSign, Pinterest, Slack, and Twilio.

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.

Our peer group for 2021 consisted of the following companies:

Electronic Arts

IAC/InterActive

Activision Blizzard

Block (formerly Square)

We use the peer group as a general reference.

10 unchanged sentences

The table below sets forth information regarding the year-end base salary amounts for 2021 for our named executive officers.

No base salaries were changed for any of our named executive officers in 2020.

Other than Mr.

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

2021 Base Salary

2 unchanged sentences

Michael O’Sullivan

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.

Equity-based Awards

3 unchanged sentences

Restricted Stock Awards .

RSAs represent the right to receive one share of Class A common stock for each award granted, subject to a forfeiture condition, so the value of the RSAs is tied to the performance of our Class A common stock.

RSAs represent one share of Class A common stock for each award granted, subject to a forfeiture condition, so the value of the RSAs is tied to the performance of our Class A common stock.

The forfeiture condition will typically lapse over multiple years, subject to continued service through each lapse date.

Restricted Stock Units .

RSUs represent the right to receive one share of Class A common stock for each unit granted, subject to continued service.

Each RSU entitles the holder to one share of Class A common stock for each RSU granted, so the value of the RSUs is tied to the performance of our Class A common stock.

RSUs represent the right to receive one share of Class A common stock for each unit granted, subject to a continued service requirement, so the value of the RSUs is tied to the performance of our Class A common stock.

RSUs typically vest over multiple years, subject to continued service through each vesting date.

13 unchanged sentences

Annual Incentive Compensation

In February 2020, our board of directors approved the 2020 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, 2020 through December 31, 2020.

A participant must have remained an employee through the payment date under the 2020 Bonus Program to have earned a bonus.

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.

A participant must remain an employee through the payment date under the 2021 Bonus Program to earn a bonus.

The Corporate OKRs are approved by the compensation committee.

2 unchanged sentences

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.

The compensation committee also has the right, in its sole discretion, to adjust the bonus target of any participant upward in the event of over-achievement of the Corporate OKRs as determined by the compensation committee.

The Corporate OKRs consisted of growing the overall business, including growing our community, growing our business internationally while supporting local businesses, investing in partnerships to scale our platforms, and accelerating revenue growth and making progress towards adjusted EBITDA profitability.

In February 2021, the c ompensation c ommittee approved a n 80 % payment of the bonus target amount to certain of our employees, including our named executive officers, pursuant to the 2020 Bonus Program.

The bonus payment amounts approved by the c ompensation c ommittee were based on their respective determinations of the degree to which such Corporate OKR s were achieved.

The compensation committee also has the right, in its sole discretion, to adjust the bonus target of any participant upward in the event of over-achievement of the Corporate OKRs.

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.

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.

Other Benefits

Like other employees, our executive officers, including our named executive officers , participate in our employee benefit and welfare plans, including life and disability insurance, medical and dental care plans, and a 401(k) plan.

Like other employees, our executive officers, including our named executive officers, are able to participate in our employee benefit and welfare plans, including life and disability insurance, medical and dental care plans, and a 401(k) plan.

In 2021, we matched contributions made to our 401(k) plan by our employees up to federal limits, including our named executive officers.

1 unchanged sentence

Spiegel, participated in our 401(k) plan.

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

Gorman and Messrs.

Hunter and O’Sullivan participated in such on-call medical services in 2020, and Mr.

Andersen participated in the medical advisor service in 2020, and we paid applicable tax gross ups related to such services.

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.

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.

7 unchanged sentences

Change of Control Benefits

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

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 Messrs.

Hunter and O’Sullivan are the only named executive officers 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.

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.”

1 unchanged sentence

Deductibility of Executive Compensation

Section 162(m) of the Code limits the amount that we may deduct from our U.S.

federal taxable income for compensation paid to persons who are “covered employees” for purposes of Section 162(m) to $1 million per covered employee per year.

Tax Cuts and Jobs Act, or the Tax Act, enacted in December 2017, made certain changes to Section 162(m).

Under the prior law, compensation that qualified as “performance-based compensation” under Section 162(m) was not subject to this deduction limitation.

Pursuant to the Tax Act, this exception for “performance-based compensation” was repealed with respect to taxable years beginning after December 31, 2017, except for certain transition relief for remuneration provided pursuant to a written binding contract that was in effect on November 2, 2017.

As a result, compensation paid to our covered employees in excess of $1 million per year generally will not be deductible unless, among other requirements, it qualifies for the transition relief provided by the Tax Act.

As a newly public company , we may benefit from a transition rule under Section 162(m) so that deduction limits generally do not apply to compensation paid pursuant to equity plans and arrangements that were in effect at the time of our IPO, subject to certain exceptions.

Because of uncertainties as to the application and interpretation of Section 162(m), no assurance can be given that any compensation paid by us will be deductible.

We will continue to monitor the applicability of Section 162(m) to our ongoing compensation arrangements.

While we are mindful of the benefit of full tax deductibility of compensation, we also value the flexibility of compensating our executive officers in a manner that can best promote our corporate objectives.

Therefore, we may approve compensation that may not be fully deductible.

Compensation paid to each of our “covered employees” under Section 162(m) of the Code that exceeds $1 million per taxable year is generally non-deductible.

Although our compensation committee will continue to consider tax implications as one factor in determining executive compensation, it also considers other factors in making its decisions and retains the flexibility to provide compensation to our executive officers in a manner that can best promote our corporate objectives.

Therefore, we may approve compensation that is not deductible.

No Tax Reimbursement of Parachute Payments and Deferred Compensation

1 unchanged sentence

Accounting Treatment

We account for stock-based compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including RSAs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.

We account for stock-based compensation in accordance with the authoritative guidance set forth in Accounting Standards Codification Topic 718, or ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including RSAs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.

Compensation Policies and Practices as they Relate to Risk Management

7 unchanged sentences

The equity-based component of our compensation program is primarily designed to reward employees evenly throughout their tenure, which we believe discourages employees from taking actions that focus only on specific periods.

Furthermore, our executive officers typically receive a substantial portion of their equity in the form of RSAs and RSUs, which does not require our stock price to be trading at certain price for the executive officer to realize value.

Furthermore, our executive officers typically receive a substantial portion of their equity in the form of RSAs and RSUs, which does not require our stock price to be trading at a certain price for the executive officer to realize value.

Executive officer compensation is not tied to any singular performance metric.

5 unchanged sentences

Under a Rule 10b5-1 plan, a broker executes trades under parameters established by the individual when entering into the plan, without further direction from them.

The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.

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.

Compensation Committee Report

5 unchanged sentences

Name and Principal Position

Stock Awards (1)

Non-Equity Incentive Plan Compensation

All Other Compensation

Incentive Plan

Co-Founder and Chief

7 unchanged sentences

General Counsel

Jared Grusd(8)

Former Chief Strategy Officer

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

6 unchanged sentences

Spiegel, and (d) $6 in life insurance premiums paid by us on behalf of Mr.

Amount reported includes (a) $1,276,623 for security for Mr.

Spiegel, (b) $13,864 of imputed income relating to incremental costs of family or guests accompanying Mr.

Spiegel on business flights that Mr.

Spiegel cannot reimburse under the Federal Aviation Regulations, (c) $378,472 in incremental costs for personal flights not reimbursed by Mr.

Spiegel, (d) life insurance premiums paid by us on behalf of Mr.

Spiegel, (e) $420 for a financial services program provided to executives, and (f) related tax “gross up” payments paid to Mr.

Spiegel to cover the imputed income associated with the membership in the financial services program.

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

Amount reported includes (a) $132,235 for our payment of the fees associated with Mr.

Spiegel’s filing in 2018 under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or HSR Act, including legal fees incurred in connection with the filing, otherwise payable by Mr.

Spiegel, as approved by the compensation committee of our board of directors in October 2018, (b) $166,195 in related tax “gross up” payments paid to Mr.

Spiegel to cover the imputed income associated with the 2018 HSR Act filing fee and legal fees, (c) $486,781 for security for Mr.

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

Spiegel, (e) life insurance premiums paid by us on behalf of Mr.

Spiegel, (f) tax “gross up” payments paid to Mr.

Spiegel to cover the imputed income associated with the medical on-call services, and (g) $6,376 of imputed income relating to incremental costs of family or guests accompanying Mr.

Spiegel on business flights that Mr.

Spiegel cannot reimburse under the Federal Aviation Regulations.

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

Andersen was appointed as Chief Financial Officer effective May 20, 2019.

Represents amounts earned under the 2021 Bonus Program for performance from January 1, 2021 through December 31, 2021.

2 unchanged sentences

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

Andersen, (c) $6,750 in medical advisor services paid by us on behalf of Mr.

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

Andersen to cover the imputed income associated with the medical advisor services.

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

Amount reported includes (a) $9,788 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

Andersen, (c) $420 in a financial services program provided to executives, (d) tax “gross up” payments paid to Mr.

Andersen to cover the imputed income associated with the financial services program.

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

Gorman joined us as Chief Business Officer effective November 5, 2018.

Amount reported includes (a) $6,154 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.

Andersen, and (c) contributions by the Company to Mr.

Andersen’s health savings account .

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

4 unchanged sentences

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

Amount reported includes (a) $11,400 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) $11,200 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) $11,000 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, (d) meal allowance provided by us, and (e) tax “gross up” payments paid to Mr.

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

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.

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

4 unchanged sentences

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

Amount reported includes (a) $6,923 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

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

O’Sullivan, (d) $420 in a financial services program provided to executives, and (e) tax “gross up” payments paid to Mr.

O’Sullivan to cover the imputed income associated with the medical on-call services and the financial services program.

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

Amount reported includes (a) $6,923 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

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

O’Sullivan, (d) $420 in a financial services program provided to executives, (e) meal allowance provided by us, and (f) tax “gross up” payments paid to Mr.

O’Sullivan to cover the imputed income associated with the medical on-call services, the financial services program, and meal allowance.

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.

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

2 unchanged sentences

No named executive officer was granted options in 2021.

All Other Stock Awards:

Number of Shares of Stock or Units (1)

Grant Date Fair Value of Stock Awards (2)

All Other Stock

of Shares of Stock

Grant Date Fair

Value of Stock

Derek Andersen

10 unchanged sentences

Option Awards

Number of Shares or Units of Stock That Have Not Vested(#) (1)

Market Value of Shares or Units of Stock That Have Not Vested($) (2)

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable (1)

Option Exercise Price

Option Expiration Date

Stock That Have Not

Vested(#) (1)

Vested($) (2)

Unexercisable(1)

Derek Andersen

6 unchanged sentences

The market value is based on the closing price of our Class A common stock on December 31, 2021, which was $47.03.

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

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

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

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

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 June 15, 2019.

2 unchanged sentences

and 81.8% 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 1/4th of the shares underlying this RSA on March 15, 2024, subject to continuous service by the executive officer 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 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.

10 unchanged sentences

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.”

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

10% of the options on December 29, 2018;

20% of the options in equal quarterly installments during the 12-month period following December 29, 2018;

30% of the options in equal quarterly installments during the 12-month period following December 29, 2019;

and 40% of the options in equal quarterly installments during the 12-month period following December 29, 2020.

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

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.

3 unchanged sentences

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

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 in equal quarterly installments during the 12-month period following August 15, 2017;

20% of the RSUs in equal quarterly installments during the 12-month period following August 15, 2018;

30% of the RSUs in equal quarterly installments during the 12-month period following August 15, 2019;

and 40% of the RSUs in equal quarterly installments during the 12-month period following August 15, 2020.

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.”

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):

1 unchanged sentence

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.

Option Exercises and Stock Vested

1 unchanged sentence

No named executive officer exercised options during 2021.

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)(1)

Evan Spiegel ( 2 )

Value Realized

Derek Andersen

2 unchanged sentences

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

Spiegel was granted an award of RSUs for 37,447,817 shares of Class C common stock, as described in the section titled “ — Employment, Severance, and Change in Control Agreements —Offer Letters—Evan Spiegel .” These RSUs were fully vested on the closing of our initial public offering in March 2017 and were delivered to Mr.

Spiegel in equal quarterly installments over three years that began in November 2017.

In 2020, 9,361,955 shares of Class C common

stock with an aggregate value of $ 173,820,297 , based on the closing price of our Class A common stock on the applicable delivery dates, were delivered to Mr.

Pension Benefits

11 unchanged sentences

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

Under the terms of his offer letter, Mr.

Spiegel was granted an award of RSUs for 37,447,817 shares of Class C common stock, which represented 3.0% of our outstanding capital stock on an as-converted basis on the closing of our initial public offering in March 2017.

These RSUs were fully vested on the closing of our initial public offering and were delivered to Mr.

Spiegel in equal quarterly installments over three years that began on November 30, 2017.

Our board of directors approved the award to Mr.

Spiegel in July 2015 to motivate him to continue growing our business and improving our financial results so that we could undertake an initial public offering, which we regard as an important milestone that provided liquidity to our stockholders and employees.

Robert Murphy

7 unchanged sentences

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, our Chief Strategy Officer, with respect to his employment with us.

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.

9 unchanged sentences

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

O’Sullivan’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.

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

Potential Payments upon Change in Control or Death

6 unchanged sentences

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 of Stock Awards and Options (1)

Accelerated Vesting

of Stock Awards (1)

Derek Andersen

2 unchanged sentences

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

For such purpose, the value realized upon the exercise of an option is calculated as the difference between the closing price of our Class A common stock on December 31, 2020 and the exercise price of the option.

Employee Benefit Plans

23 unchanged sentences

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 367,642,743 .

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.

13 unchanged sentences

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.

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 .

14 unchanged sentences

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.

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.

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.

Additionally, shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award become available for future grant under our 2014 Plan, although such shares may not be subsequently issued pursuant to the exercise of an incentive stock option.

6 unchanged sentences

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.

(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 .

12 unchanged sentences

Shares subject to stock awards granted under our 2012 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 2012 Plan.

Additionally, shares used to pay the exercise price of a stock award or to satisfy the tax

withholding obligations related to a stock award become available for future grant under our 2012 Plan, although such shares may not be subsequently issued pursuant to the exercise of an incentive stock option.

Additionally, shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award become available for future grant under our 2012 Plan, although such shares may not be subsequently issued pursuant to the exercise of an incentive stock option.

Corporate Transactions .

22 unchanged sentences

In the event of certain significant corporate transactions, including:

converted or exchanged into other property by virtue of the transaction, any then-outstanding rights to purchase our stock under the ESPP may be assumed, continued, or substituted for by any surviving or acquiring entity (or its parent company).

(1) a sale of all or substantially all of our assets, (2) the sale or disposition of 90% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction, any then-outstanding rights to purchase our stock under the ESPP may be assumed, continued, or substituted for by any surviving or acquiring entity (or its parent company).

If the surviving or acquiring entity (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then the participants’ accumulated payroll contributions will be used to purchase shares of our common stock within ten business days before such corporate transaction, and such purchase rights will terminate immediately.

12 unchanged sentences

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.

24 unchanged sentences

In 2021, we paid fees and made equity awards to our non-employee directors.

We granted each non-employee director (a) RSUs for 5,800 shares of Class A common stock under our 2017 Plan and (b) options to purchase 10,612 shares of Class A common stock under our 2017 Plan, with the exception of Ms.

Jenkins who joined our board of directors in 2020 after the equity awards were granted.

We granted each non-employee director (a) RSUs for 1,965 shares of Class A common stock under our 2017 Plan and (b) options to purchase 4,044 shares of Class A common stock under our 2017 Plan.

The service-based vesting condition will be fully satisfied for the RSUs and options on July 20, 2022.

If a director’s service ceases before July 19, 2021, 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, 2022, 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 Paid in Cash

Stock Awards (1)( 7 )

Option Awards (1)( 7 )

Fees Earned or

Michael Lynton(2)

Kelly Coffey (2)

Liz Jenkins (3)

Stanley Meresman(5)

Robert Murphy(6)

Christopher Young ( 6 )

Fidel Vargas(7)

Amounts reported represent the aggregate grant date fair value of RSUs and stock options granted during 2021 under our 2017 Plan without regard to forfeitures, calculated in accordance with ASC Topic 718.

1 unchanged sentence

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.

Coffey joined the board of directors on May 18, 2020 and was granted (a) RSUs for 1,485 shares of Class A common stock under our 2017 Plan and (b) options to purchase 2,376 shares of Class A common stock under our 2017 Plan.

The service-based vesting condition for these additional RSUs and options was fully satisfied on July 18, 2020.

Jenkins joined the board of directors on December 10, 2020.

Amount reported includes a $5,000 per month retainer for Mr.

Lafley’s services on a special committee.

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.

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.

1 unchanged sentence

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

Chris Young resigned from our board of directors on November 10, 2020.

Amount reported also includes a $5,000 per month retainer for Mr.

Young’s services on a special committee.

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

As of December 31, 2021, the aggregate number of shares underlying stock awards and option awards outstanding for each of our non-employee directors was:

Aggregate Stock

Aggregate Option Awards

Michael Lynton

Stanley Meresman

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.

In 2021, we also provided Mr.

10 unchanged sentences

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

To determine our median employee, we used the total compensation of our employees from our company records, including salary and wages (including overtime for hourly employees), bonuses, commissions, allowances and other imputed income, and grant date fair value of equity awards.

To determine our median employee, we used the total compensation of our employees from our company records, including salary and wages, bonuses, commissions, allowances, and grant date fair value of equity awards.

We applied this measure to our global employee population as of October 1, 2021 and calculated total compensation for the 12 months prior to such date, annualizing all compensation other than equity awards for employees who did not work the full 12 months.

18 unchanged sentences

Applicable percentage ownership is based on 1,364,886,581 shares of Class A common stock, 22,769,005 shares of Class B common stock, and 231,626,943 shares of Class C common stock outstanding as of December 31, 2021.

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, 2020.

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., 2772 Donald Douglas Loop North, Santa Monica, CA 90405.

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

9 unchanged sentences

Michael O’Sullivan(6)

Jared Grusd(7)

Michael Lynton(8)

1 unchanged sentence

Joanna Coles(10)

Lafley (1 0 )

Liz Jenkins(11)

Stanley Meresman(13)

Miller ( 12 )

Poppy Thorpe(15)

1 unchanged sentence

5% Stockholders:

Rowe Price Associates, Inc.(17)

Vanguard Group Inc.(18)

Entities affiliated with Tencent Holdings Limited(19)

Represents beneficial ownership of less than 1%.

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 their ownerships.

In November 2017, Tencent Holdings Limited notified us that it, together with its affiliates, acquired 145,778,246 shares of our non-voting Class A common stock via open market purchases.

Because Tencent is not obligated to disclose changes in its ownership of our Class A common stock, we cannot confirm whether it still owns such shares and there can be no assurance that you, or we, will be notified of any changes to their ownership of such shares.

Includes 4,577,844 shares of Class A common stock and 5,862,410 shares of Class B common stock held in trust for which Mr.

6 unchanged sentences

Hunter is trustee and holds dispositive power.

Includes (a) 865,377 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2020 and (b) RSUs for 106,538 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2020.

Includes (a) 757,213 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2021, (b) 345,539 shares of Class A common stock held in trust for which Mr.

O’Sullivan is trustee and holds dispositive power, and (c) 160 shares of Class A common stock held by members of Mr.

O’Sullivan’s immediate family for which Mr.

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.

2 unchanged sentences

Includes 46,645 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2021.

Includes 2,988 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2021.

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

3 unchanged sentences

Includes 44,645 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2021.

Consists of (a) 149,481,523 shares of Class A common stock (of which 7,168,504 shares are unvested and subject to forfeiture as of December 31, 2020, but for which the service-based vesting condition will be satisfied with respect to 436,330 shares within 60 days of December 31, 2020), 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 165,214 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2020, and (c) 636,574 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2020.

Includes shares held by Mr.

Grusd and Ms.

Based on our corporate and transfer agent records.

Consists of (a) 129,669,510 shares of Class A common stock (of which 4,209,206 shares are unvested and subject to forfeiture as of December 31, 2021), 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 67,424 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2021, and (c) 947,201 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2021.

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.

Based on information reported by T.

Rowe Price Associates, Inc.

on Schedule 13G/A filed with the SEC on February 16, 2021.

Rowe Price Associates, Inc.

reported that it has sole dispositive power with respect to 126,220,479 shares of Class A common stock and sole voting power with respect to 50,083,450 shares of Class A common stock.

Rowe Price Associates, Inc.

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.

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

Box 2681, Grand Cayman KY1-1111 Cayman Islands.

Securities Authorized for Issuance under Equity Incentive Plans

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, 2021:

Number of Securities to

be Issued Upon Exercise

Securities to

Upon Exercise

of Outstanding

Options, Warrants and

Options, Warrants

and Rights(1)

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights (2)

Number of Securities

Remaining Available for Issuance

Under Equity Compensation Plans

(excluding securities

reflected in column (a))

Available for

Plan Category

41 unchanged sentences

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.

28 unchanged sentences

The audit and compensation committees of our board of directors approved this arrangement based on their assessment that it is fair and reasonable to us.

Employment Relationships

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.

John Hunter is not part of Mr.

Hunter’s household.

Indemnification Agreements

10 unchanged sentences

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.

Miller, and Ms.

Thorpe do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards.

Thorpe, and Mr.

Vargas do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director and the transactions described above.

5 unchanged sentences

Audit-Related Fees(2)

Tax Fees ( 3 )

All Other Fees(4)

21 unchanged sentences

Amended and Restated Bylaws of Snap Inc.

February 4, 2021

Form of Class A Common Stock Certificate

5 unchanged sentences

Description of Securities

February 4, 2021

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

8 unchanged sentences

April 28, 2020

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

Bank National Association, as Trustee

April 30, 2021

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

Amended and Restated 2012 Equity Incentive Plan

6 unchanged sentences

February 2, 2017

Incorporated by Reference

Amended and Restated 2014 Equity Incentive Plan

10 unchanged sentences

2017 Equity Incentive Plan

Incorporated by Reference

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

18 unchanged sentences

and Jerry Hunter, dated October 7, 2020

February 4, 2021

Offer Letter, by and between Snap Inc.

14 unchanged sentences

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

4 unchanged sentences

August 9, 2019

Incorporated by Reference

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

1 unchanged sentence

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

Non-Employee Director Compensation Policy

4 unchanged sentences

and Jared Grusd, dated February 3, 2021

February 4, 2021

List of Subsidiaries

8 unchanged sentences

Inline XBRL Instance Document.

Incorporated by Reference

Inline XBRL Taxonomy Extension Schema Document.

44 unchanged sentences

Elizabeth Jenkins

February 4, 2021

/s/ Michael Lynton

7 unchanged sentences

February 3, 2022

/s/ Fidel Vargas

February 3, 2022

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