Governance

We are strongly committed to good corporate governance practices – a commitment that is an important part of doing the right thing for our investors, customers, and other stakeholders. We also aim to develop policies and practices that not only help optimize our operations but also increase our stakeholders’ trust and confidence.

 

Our board of directors has adopted guidelines that set forth the role of board members, director independence standards, board structure and function, director nomination considerations, and other governance policies. Our governance practices are a vital framework within which our board of directors and management can keep our strategic objectives aligned and focused on stockholders and other stakeholders. The board of directors has developed charters for its standing committees – audit, compensation, nominating and corporate governance, and security and privacy – as well as a code of business conduct and ethics that applies to all of our employees, officers, and directors.

 

Current Composition of the Board and its Standing Committees (as of July 31, 2024)

Corporate Governance Highlights

Board Composition

Board Composition

8 out of 9 directors are independent 3 out of 9 directors are diverse

Independent Board Chair

Independent Board Chair

We have an independent Chair of our Board

Independent Board Committees

Independent Board Committees

We have an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Security and Privacy Committee, each of which is composed entirely of independent directors

Single Voting Class; One Share, One Vote

Single Voting Class; One Share, One Vote

We have a single class of common stock with equal voting rights Each share of our Class A common stock is entitled to one vote

Majority Voting Standard; Irrevocable Offer to Resign

Majority Voting Standard; Irrevocable Offer to Resign

We have majority voting in uncontested director elections Directors tender an irrevocable offer to resign if they do not receive majority vote and our Board will accept such offer to resign absent a compelling reason

No Supermajority Voting Requirements

No Supermajority Voting Requirements

Our Amended and Restated Certificate of Incorporation does not have supermajority voting requirements for stockholders when they want to amend our bylaws or remove directors for cause

Phase-in Declassification of the Board

Phase-in Declassification of the Board

Our classified board structure is being phased out so that our Board will be fully declassified by our 2025 annual meeting of stockholders

Annual Board and Committee Self-Assessments

Annual Board and Committee Self-Assessments

Our Board and its committees conduct annual self-assessments

No Poison Pill

No Poison Pill

We do not have a stockholder rights plan, or “poison pill,” in place

Annual Auditor Ratification

Annual Auditor Ratification

Stockholders have the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually

Executive Sessions

Executive Sessions

Directors regularly hold executive sessions without management present

Stock Ownership Guidelines

Stock Ownership Guidelines

Directors and executive officers are subject to stock ownership guidelines

Clawback Policy

Clawback Policy

We have a clawback policy for the recovery of erroneously awarded incentive-based compensation paid to executive officers in the event of an accounting restatement

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