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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
 
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under
§240.14a-12
BUMBLE INC.
 
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
Fee paid previously with preliminary materials.
 
Fee computed on table in
exhibit
required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11


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Bumble Inc. Proxy Statement 2025 OFC


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Letter to Stockholders    April 17, 2025

Dear Stockholders,

On behalf of the Board of Directors, our executive leadership team, and employees worldwide, thank you for your investment in Bumble Inc. We are pleased to invite you to our 2025 Annual Meeting of Stockholders on Thursday, June 5, 2025, at 12 p.m. Eastern Time. The meeting will be held virtually, and we encourage you to join us at www.virtualshareholdermeeting.com/BMBL2025.

As Bumble’s Founder and CEO, I return with a renewed sense of purpose and a clear vision for the future. The way people connect and fall in love is evolving, and we are rising to the challenge with boldness, innovation, and an unwavering commitment to our mission. I’m incredibly proud of our team’s dedication to our members and products, and am honored to lead us into this next chapter.

2024 was a transformational year of strategic advancements, product innovation, and foundational work to strengthen our team and how we operate to drive success. As we continue this transformation, we are putting our members at the center of everything we do – strengthening our ecosystem, driving innovation, enhancing our revenue strategy, and rebuilding trust through new safety features. Moving forward, we are redesigning our apps, redefining the experience – making it safer, more joyful, and more intentional. Our focus is on rekindling the magic of Bumble, setting a new standard for modern relationships, and ensuring we create products that people truly love.

With a deepened commitment to member experience and safety, we believe 2025 will be a year in which we sharpen our focus, build on our foundation, and deliver innovation that will position Bumble Inc. for long-term success.

Bumble was built to be different – to care deeply. Now, we’re making it better than ever. Thank you for your continued confidence in Bumble Inc.

 

LOGO   

 

Sincerely,

  

 

LOGO

  

Whitney Wolfe Herd

Founder & CEO

 

 

 

 

 

  2025 Proxy Statement

 

 


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Notice of Annual Meeting of Stockholders

 

Date and Time

Thursday, June 5, 2025 at 12:00 p.m. Eastern Time

Virtual Location

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Bumble Inc., which will be held virtually at www.virtualshareholdermeeting.com/BMBL2025. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

Items of Business

 

1.

To elect the four Class I director nominees listed in this Proxy Statement.

 

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

 

3.

To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

 

4.

To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date

You may vote at the Annual Meeting if you were a stockholder of Bumble Inc. Class A or Class B common stock as of the close of business on April 7, 2025.

Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible, so that the shares may be represented at the Annual Meeting.

How to Vote

VOTE IN ADVANCE OF THE MEETING

LOGO   

 

By Internet

 

  

● Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.

 

● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.

LOGO   

 

By Telephone

 

  

● From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.

 

● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.

LOGO   

 

By Mail

 

  

● If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials.

 

● Mark your selections on the proxy card.

 

● Date and sign your name exactly as it appears on your proxy card.

 

● Mail the proxy card in the enclosed postage-paid envelope provided to you.

 

VOTE ONLINE DURING THE MEETING

LOGO   

 

By Internet

 

  

● See page 8 of this Proxy Statement for details on voting your shares online during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2025.

 

 

 

 

 

  2025 Proxy Statement

 

 


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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 17, 2025.

By Order of the Board of Directors,

 

 

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DEIRDRE RUNNETTE

Secretary

April 17, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 5, 2025: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 are available free of charge at proxyvote.com or our investor relations website at https://ir.bumble.com. A list of stockholders of record at the close of business on April 7, 2025 will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 1105 West 41st Street, Austin, TX 78756, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2025.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

 

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PROXY SUMMARY

     1  

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

     5  

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

     11  

SUSTAINABILITY AND RESPONSIBLE BUSINESS

     18  

NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

     20  

PROPOSAL NO. 1—ELECTION OF DIRECTORS

     23  

COMPENSATION OF DIRECTORS

     30  

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     33  

REPORT OF THE AUDIT COMMITTEE

     35  

PROPOSAL NO. 3—ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

     37  

INFORMATION CONCERNING OUR EXECUTIVE OFFICERS

     38  

COMPENSATION DISCUSSION AND ANALYSIS

     39  

EXECUTIVE COMPENSATION

     51  

OWNERSHIP OF SECURITIES

     72  

TRANSACTIONS WITH RELATED PERSONS

     76  

STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING

     84  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     85  

OTHER BUSINESS

     86  

ANNEX A: NON-GAAP RECONCILIATION

     A-1  

 

 

 

  2025 Proxy Statement

 

 


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 Proxy Summary
  

 

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “Bumble,” and the “Company” refer to Bumble Inc. and its consolidated subsidiaries and (ii) “stockholders” refers to holders of our Class A common stock and Class B common stock unless the context requires otherwise.

 

Voting Agenda/Voting Matters

 

Proposal

 

 

Board
Recommendation
Page
Reference

Proposal 1

To elect the four Class I director nominees listed in the
Proxy Statement

For All

Nominees

  23  

Proposal 2

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025

For   33  

Proposal 3

Advisory (non-binding) vote to approve named executive officer compensation

For   37  

 

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  PROXY SUMMARY

 

    Board Directors and Nominees

 

LOGO  

Whitney Wolfe Herd

Founder and Chief Executive Officer

 

Age: 35

 

Director Since: January 2020

 

Committee Membership:

– None

  LOGO  

Ann Mather

Nominee for Re-election

Chair of the Board

 

Age: 65

 

Director Since: March 2020

 

Committee Membership:

–  Nominating and Corporate
Governance (Chair)

 
       
LOGO  

 

R. Lynn Atchison

Age: 65

 

Director Since: October 2020

 

Committee Membership:

– Audit and Risk (Chair)

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Martin Brand

Nominee for Re-election

 

Age: 50

 

Director Since: August 2024

 

Committee Membership:

– None

 
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Matthew S. Bromberg

 

Age: 58

 

Director Since: July 2020

 

Committee Membership:

– None

  LOGO  

 

Amy M. Griffin

 

Age: 49

 

Director Since: February 2021

 

Committee Membership:

–   Nominating and Corporate
Governance

 
LOGO  

 

Sissie L. Hsiao

Age: 46

 

Director Since: October 2023

 

Committee Membership:

– None

  LOGO  

 

Jonathan C. Korngold

Nominee for Re-election

 

Age: 51

 

Director Since: January 2020

 

Committee Membership:

– Compensation

 
LOGO  

 

Elisa A. Steele

Age: 58

 

Director Since: July 2020

 

Committee Membership:

– Audit and Risk

– Compensation (Chair)

  LOGO  

 

Pamela A. Thomas-Graham

Nominee for Re-election

 

Age: 61

 

Director Since: August 2020

 

Committee Membership:

– Audit and Risk

– Compensation

 

 

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PROXY SUMMARY

 

Board and Leadership Highlights

 

 

LOGO

 

BOARD PRACTICES

 

  Classified board, with yearly election of each of three classes of directors

 

  Annual Board and Committee evaluations

 

  Independent directors meet in executive sessions without management present

 

  Directors limited to no more than five public company boards (including Bumble)

 

  Strong corporate governance guidelines and policies

  

 

OVERSIGHT OF RISK, ETHICS & CORPORATE RESPONSIBILITY

 

  Full Board responsible for risk oversight, with specific areas delegated to relevant Board committees

 

  Code of Conduct applicable to all directors, officers and employees, with certification and periodic compliance training

 

  Full Board oversight of corporate responsibility strategy and approval of Company’s long-term goals and commitments

 

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PROXY SUMMARY

 

NEOs and Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

Last year, we offered our stockholders an opportunity to cast advisory votes on the approval of the compensation of our named executive officers, and we were pleased that approximately 99.8% of the votes cast on the advisory “Say on Pay” proposal at last year’s meeting were voted in favor of our executive compensation program. The following discussion summarizes the significant elements of our executive pay program for fiscal year 2024. For additional information on 2024 executive compensation, please refer to the Compensation Discussion and Analysis, beginning on page 39.

Compensation Elements

The compensation of our named executive officers includes three main components: (i) base salary; (ii) short-term incentives (“STI”), consisting of an annual cash bonus based on four performance metrics (revenue, adjusted EBITDA margin, total paying users and individual performance); and (iii) long-term equity incentives, consisting of stock options and restricted stock units (“RSUs”).

Compensation Philosophy, Policies and Practices

It is Bumble’s philosophy that compensation should be performance-focused, market-competitive, simple, transparent and aligned to our values. In setting executive compensation, the Compensation Committee considers the pay programs of a peer group of 18 similarly-sized companies in the consumer technology and software industries. Our pay policies and practices reflect Bumble’s compensation philosophy.

 

What We Do

   What We Don’t Do

  Link executive pay to Company performance through our annual and long-term incentive plans

  

x   No single-trigger change-in-control provisions (except for a legacy provision for our CEO)

  Balance short- and long-term incentives, cash and equity, and fixed and variable pay

  

x   No guaranteed annual increases or incentive payouts

  Compare executive compensation and Company performance to relevant peer group companies

  

x   No repricing of underwater stock options without shareholder approval

  Have thresholds and maximums in our short-term incentive plan

  

x   No tax gross-ups

  Provide only limited perquisites

  

x   No dividends paid on unvested awards

  All long-term awards for executives are denominated and settled in equity

  

x   No aspect of the pay policies or practices pose a material adverse risk to the Company

  Robust stockholder engagement

  

x   No compensation or incentives that encourage unnecessary or excessive risk taking

  An annual assessment by the Compensation Committee of potential risks in our executive compensation programs

  

x   Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited

  Maintain incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act and Dodd-Frank

    

 

  Retention of an independent compensation consultant

    

 

  Appoint a Compensation Committee comprised solely of independent directors

    

 

 

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 Questions and Answers about the

 Proxy Materials and the Annual Meeting

  

 

Why am I being provided with these materials?

We are providing this proxy statement (the “Proxy Statement”) to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Bumble Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on June 5, 2025 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

 

 

Proposal No. 1: Election of the four Class I director nominees listed in this Proxy Statement.

 

 

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

 

 

Proposal No. 3: Approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

Who is entitled to vote?

Stockholders as of the close of business on April 7, 2025 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 103,230,596 shares of our Class A common stock and 20 shares of our Class B common stock outstanding.

In general, holders of shares of our Class A common stock are entitled to one vote for each share of Class A common stock held as of the Record Date and holders of our Class B common stock are entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Common Unit (as defined below) of Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings”), held as of the Record Date.

This includes shares:

 

 

Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

 

 

Held for you in an account with a broker, bank or other nominee (shares held in “street name”).

Notwithstanding the foregoing, unless they elect otherwise, each of certain affiliates of Whitney Wolfe Herd, our Founder and Chief Executive Officer, and affiliates of Blackstone Inc. (“Blackstone” or “our Sponsor”), to whom we refer collectively as our “Principal Stockholders”, have outsized voting rights as follows. Each Principal Stockholder that holds Class A common stock is entitled to ten votes for each share of Class A common stock held as of the Record Date and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (as defined below) (including Common Units issued upon conversion of vested Incentive Units (as defined below)) of Bumble Holdings held by such Principal Stockholder as of the Record Date.

 

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“Class B Units” refers to the interests in Bumble Holdings called “Class B Units” that were outstanding prior to the Reclassification.

“Common Units” refers to the new class of units of Bumble Holdings created by the Reclassification and does not include Incentive Units.

“Incentive Units” refers to the new class of units of Bumble Holdings created by the reclassification of the Class B Units in the Reclassification. The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Bumble Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock.

“IPO” refers to our initial public offering of Class A common stock, which was completed on February 16, 2021.

“Reclassification” refers to the reclassification of the limited partnership interests of Bumble Holdings in connection with the IPO pursuant to which certain outstanding Class A units were reclassified into a new class of limited partnership interests that we refer to as “Common Units” and certain outstanding Class B Units were reclassified into a new class of limited partnership interests that we refer to as “Incentive Units.”

What constitutes a quorum?

The presence in person or by proxy of stockholders holding a majority in voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting constitutes a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

How many votes are required to approve each proposal?

Under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, even if less than a majority, will be elected. There is no cumulative voting.

Under our Bylaws, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 (Proposal No. 2) requires the vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy and entitled to vote on the subject matter at the Annual Meeting. It is important to note that the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 (Proposal No. 2) is non-binding and advisory. While the ratification of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit and Risk Committee to consider the selection of a different firm.

The non-binding advisory approval of the compensation of our named executive officers (Proposal No. 3) requires the vote of the holders of a majority of the voting power of the shares of capital stock present in person or by proxy and entitled to vote on the subject matter at the Annual Meeting. Although, as an advisory vote, this proposal is not binding upon the Company or the Board, the Board will carefully consider the stockholder vote on this matter, along with all other expressions of stockholder views it receives on specific policies and desirable actions.

Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of the director nominees named in this Proxy Statement (Proposal No. 1), and in favor of Proposal Nos. 2 and 3. Because of their collective voting power, these nominees are assured election, and Proposal Nos. 2 and 3 are assured passage.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the

 

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

broker lacks the authority to vote the shares at its discretion. Under current Nasdaq listing rules, Proposal No. 1 and Proposal No. 3 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on these proposals. Only Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How are votes counted?

With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “WITHHELD” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal. There are no broker non-votes with respect to Proposal No. 2, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

With respect to the advisory (non-binding) vote to approve named executive officer compensation (Proposal No. 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are counted as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of Proposal No. 3.

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to each of the Proposals.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

 

 

“FOR” each of the Class I director nominees set forth in this Proxy Statement;

 

 

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025; and

 

 

“FOR” the advisory (non-binding) vote on the approval of our named executive officer compensation.

Who will count the vote?

Our independent inspector of elections, Broadridge Financial Services, Inc. (“Broadridge”) will tabulate votes cast by proxy or electronically during the meeting. We will report the final voting results in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) within four business days after the Annual Meeting.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

 

 

By Internet—You may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by Internet.

 

 

By Telephone—You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice of Internet Availability or on your proxy card in order to vote by telephone.

 

 

By Mail—If you have received a proxy card, you may vote by mail by signing and dating the enclosed proxy card where indicated and by returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

 

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on June 4, 2025, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than June 4, 2025.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

How do I attend and vote my shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/BMBL2025. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/BMBL2025. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:

 

 

instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/BMBL2025;

 

 

assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/BMBL2025 on the day of the Annual Meeting;

 

 

stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

 

 

you will need the 16-digit number that is included in your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual-only meeting format and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will facilitate full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

 

 

providing stockholders with the ability to submit appropriate questions up to 60 minutes in advance of the meeting;

 

 

providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

 

 

answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

How do I vote online during the Annual Meeting?

Whether you are a stockholder of record, or you hold your shares through a broker, bank or other nominee (also referred to as holding your shares in “street name”), you may vote your shares by attending the Annual Meeting online and following the on-screen voting instructions. You will need the 16-digit number that is included in your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

 

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted on the virtual meeting log in page. Technical support will be available starting at 11:45 a.m. Eastern Time on Thursday, June 5 and until the meeting has finished.

What does it mean if I receive more than one Notice of Internet Availability or proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each Notice of Internet Availability or proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

 

 

voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on June 4, 2025;

 

 

submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than June 4, 2025;

 

 

attending the virtual Annual Meeting and voting in person; or

 

 

delivering a written statement to that effect to the Secretary of the Company at the Company’s principal executive offices, provided such statement is received no later than June 4, 2025.

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy, the named proxies will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees of the Company (for no additional compensation) in person or by telephone, e-mail or facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

What is “householding” and how does it affect me?

SEC rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice of Internet Availability (or a single set of Proxy Materials, if you requested a printed copy) addressed to those stockholders. This process, which is commonly referred to as “householding”, reduces printing costs and postage fees and helps protect the environment as well. Some brokers household materials, delivering a single Notice of Internet Availability or, if applicable, a single set of Proxy Materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.

 

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice of Internet Availability or, if applicable, a separate set of Proxy Materials, or if you are receiving duplicate copies of these materials and wish to have householding apply, please notify your broker. You may also call Broadridge at (866) 540-7095 or write to: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). You can also request prompt delivery of a copy of the Notice of Internet Availability or, if applicable, a set of Proxy Materials by contacting Bumble Investor Relations at ir@team.bumble.com.

What is the mailing address of the Company’s principal executive offices?

Our mailing address is 1105 West 41st Street, Austin, TX 78756.

 

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 The Board of Directors and

 Certain Governance Matters

  

 

Our Board of Directors directs and oversees the management of our business and affairs and has three standing committees: the Audit and Risk Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, from time to time, the Board of Directors, in its discretion, establishes special committees for specific purposes.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq Stock Market (“Nasdaq”) rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of our subsidiaries).

Our Corporate Governance Guidelines define an “independent” director in accordance with Nasdaq Rule 5605(a)(2). In addition, members of the Audit and Risk Committee and the Compensation Committee are subject to the additional independence requirements of applicable SEC rules and Nasdaq listing standards. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually, after taking into consideration the recommendation of the Nominating and Corporate Governance Committee.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Ms. Mather, Ms. Atchison, Mr. Brand, Mr. Bromberg, Ms. Griffin, Ms. Hsiao, Mr. Korngold, Ms. Steele and Ms. Thomas-Graham qualifies as an independent director under Nasdaq listing standards, including with respect to committee service. In addition, our Board of Directors has affirmatively determined that each of Ms. Atchison, Ms. Steele and Ms. Thomas-Graham is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which pertains to service on our Audit and Risk Committee, and that each of Mr. Korngold, Ms. Steele and Ms. Thomas-Graham is “independent” for purposes of Section 10C(a)(3) of the Exchange Act, which pertains to service on our Compensation Committee. In making these determinations, our Board broadly considers all relevant facts and circumstances, including detailed written information provided by each director regarding each director’s business and personal activities as they may relate to the Company and our management. There are no family relationships among any of our directors or executive officers.

Executive Sessions

In accordance with our Corporate Governance Guidelines, our non-management members of the Board meet in executive session, without management present, at least twice a year (and at such other times as they deem appropriate). If the non-management directors include directors who have not been determined to be independent, the independent directors shall separately meet in a private session at least twice a year (and at such other times as they deem appropriate) that excludes management and directors who have not been determined to be independent. In addition, our independent directors that are not affiliated with our Sponsor meet from time to time in a private session that excludes management and any Sponsor-affiliated directors. Our Chair, or in her absence a director designated by the non-management or independent directors, as applicable, will preside at the executive sessions. During 2024, the non-management directors held four executive sessions following each of four regularly scheduled Board meetings, and the independent directors that are not affiliated with our Sponsor held three separate executive sessions.

 

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Board and Committee Self-Evaluations

In accordance with our Corporate Governance Guidelines, the Board, acting through the Nominating and Corporate Governance Committee, conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. Such evaluation may include consideration of the individual performance of directors serving on our Board. The Nominating and Corporate Governance Committee also periodically considers the mix of skills and experience that each director brings to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively.

Leadership Structure

On March 17, 2025, Whitney Wolfe Herd, our Founder, returned to her role as Chief Executive Officer after serving as our Executive Chair of the Board in 2024 (Ms. Wolfe Herd had previously served as Chief Executive Officer from January 2020 until January 2024). Ms. Wolfe Herd is also a director on our Board. In connection with the re-appointment of Ms. Wolfe Herd as our Chief Executive Officer, Ann Mather returned to serving as Chair of our Board after serving as Lead Director in 2024 (Ms. Mather had previously served as our Chair from March 2020 until January 2024).

We believe this leadership structure best serves the interest of Bumble and its stockholders, allowing our Board to continue to benefit from Ms. Mather’s independent leadership and extensive financial, operational and corporate governance expertise, while leveraging Ms. Wolfe Herd’s exceptional industry knowledge, passion, and history with our Company as the Founder.

This leadership structure is consistent with our Corporate Governance Guidelines, which do not impose a policy on whether the roles of Chairperson and Chief Executive Officer should be separate and, if the roles are to be separate, whether the Chairperson should be selected from the independent directors. Further, our Corporate Governance Guidelines provide that a Lead Director should be appointed only whenever the Chairperson of the Board is the Chief Executive Officer of the Company or is a director who does not otherwise qualify as an “independent director.”

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of the Board, the chairperson of any of the Audit and Risk, Compensation or

Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Company’s Chief Legal Officer at Bumble Inc., 1105 West 41st Street, Austin, Texas 78756, who will forward such communications to the appropriate party. Such communications may also be sent by email to clo@team.bumble.com. Communications may be made confidentially or anonymously.

Board Committees and Meetings

Each of the Audit and Risk Committee, the Compensation Committee and the Nominating and Corporate Governance Committee operates under a charter that has been approved by our Board of Directors. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

 

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

 

The following table summarizes the current membership of each of the Audit and Risk, Compensation and Nominating and Corporate Governance Committees.

 

  

 

   Audit and Risk
Committee
   Compensation
Committee
  

 Nominating and 

Corporate

Governance

Committee

R. Lynn Atchison

       LOGO                      

Amy M. Griffin

                             LOGO

Jonathan C. Korngold

                  LOGO           

Ann Mather

                             LOGO

Elisa A. Steele

       LOGO        LOGO           

Pamela A. Thomas-Graham

       LOGO        LOGO           

 

KEY    LOGO     Chairperson    LOGO     Member

All directors are expected to make their best effort to attend all meetings of the Board and meetings of the committees of which they are members. During the year ended December 31, 2024, the Board held five meetings, the Audit and Risk Committee held six meetings, the Compensation Committee held four meetings and the Nominating and Corporate Governance Committee held two meetings. During fiscal year 2024, all of our directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit and Risk Committee

Each of Mses. Atchison, Steele and Thomas-Graham has been determined to be “independent,” consistent with our Audit and Risk Committee charter, Corporate Governance Guidelines, SEC rules and Nasdaq listing standards applicable to boards of directors in general and audit committees in particular. Our Board of Directors has also determined that each of Mses. Atchison, Steele and Thomas-Graham is “financially literate” within the meaning of the listing standards of the Nasdaq. In addition, our Board of Directors has determined that Ms. Atchison qualifies as an audit committee financial expert as defined by applicable SEC regulations.

The duties and responsibilities of the Audit and Risk Committee are set forth in its charter, which may be found on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com, and include assisting the Board of Directors in overseeing the following:

 

 

the quality and integrity of our financial statements, as well as oversight of our accounting and financial reporting processes and financial statement audits;

 

 

the effectiveness of our control environment, including internal controls over financial reporting;

 

 

our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;

 

 

the independent registered public accounting firm’s qualifications, performance and independence;

 

 

the effectiveness of our risk management processes, particularly with respect to financial risk exposure;

 

 

the performance of our internal audit function; and

 

 

our technology security and data privacy programs.

For additional information on the Audit and Risk Committee’s role and its oversight of the independent auditor during 2024, see “Report of the Audit Committee.”

 

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Nominating and Corporate Governance Committee

Each of Mses. Mather and Griffin has been determined to be “independent” as defined by our Corporate Governance Guidelines and Nasdaq listing standards.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com, and include the following:

 

 

identifying individuals qualified to become directors, consistent with the criteria approved by the Board of Directors, from time to time, and selecting, or recommending that our Board of Directors select, the director nominees for each annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings;

 

 

developing and recommending to the Board of Directors a set of corporate governance principles applicable to us and assisting the Board of Directors in complying with them;

 

 

overseeing the evaluation of the Board of Directors;

 

 

recommending members of the Board of Directors to serve on committees of the Board of Directors and evaluating the functions and performance of such committees;

 

 

overseeing and approving the Chief Executive Officer continuity planning process; and

 

 

otherwise taking a leadership role in shaping the corporate governance of the Company.

With respect to director compensation, our Nominating and Corporate Governance Committee reviews and recommends to the full Board of Directors the form and amount of director compensation, as well as makes recommendations regarding director’s and officer’s indemnification and insurance matters.

Compensation Committee

Each of Ms. Steele, Mr. Korngold and Ms. Thomas-Graham has been determined to be “independent” as defined by our Corporate Governance Guidelines and Nasdaq listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com, and include the following:

 

 

overseeing our executive compensation policies and practices;

 

 

reviewing and approving, or recommending to the Board of Directors, matters related to the compensation of our Chief Executive Officer and our other executive officers, including annual base salary, bonus and equity-based incentives and other benefits;

 

 

overseeing administration and monitoring of our incentive and equity-based compensation plans; and

 

 

broadly overseeing matters relating to the attraction, motivation, development and retention of qualified individuals.

Our Compensation Committee makes the final determination regarding the annual compensation of our Chief Executive Officer and our other executive officers, taking into consideration, among other things, each individual’s performance and contributions to the Company. As part of the Compensation Committee’s compensation setting process, the Chief Executive Officer will make recommendations to the Compensation Committee regarding compensation for executive officers other than herself, and the Compensation Committee may also invite other Company employees from time to time to make presentations, provide financial or other background information or advice or to otherwise participate in meetings. Our Chief Executive Officer and other executive officers do not participate in the determination of their own respective compensation or the compensation of directors.

 

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

 

The Compensation Committee currently retains the independent compensation consulting firm Semler Brossy (“Semler”) to advise the Compensation Committee in its review of senior executive compensation. In April 2024, the Compensation Committee assessed the independence of Semler and determined that the firm’s work for the Compensation Committee did not raise any conflicts of interest.

Board Attendance at Annual Stockholders’ Meeting

All directors are expected to make their best effort to attend any meeting of stockholders. Of the 11 directors serving at the time, eight members of our Board attended our 2024 Annual Meeting of Stockholders held virtually in 2024.

Compensation Committee Interlocks and Insider Participation

Other than Whitney Wolfe Herd and Lidiane S. Jones, no member of our Board of Directors was at any time during the last completed fiscal year one of our officers or employees. During 2024, none of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. We are party to certain transactions with affiliates of Blackstone described in “Transactions with Related Persons.”

Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board of Directors’ views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

Our Corporate Governance Guidelines and other corporate governance information are available on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com.

Code of Conduct and Supplemental Code of Ethics for Senior Financial Officers

We have adopted a Code of Conduct, which sets forth the standards for ethical conduct, that applies to all of our directors, officers and employees. The Code of Conduct, which is available on our website at https://ir.bumble.com and on our intranet sites, sets forth our policies and expectations on a number of topics, including compliance with laws, conflicts of interest, use of our assets, business conduct and fair dealing, as well as our commitment to providing a safe, inclusive and supportive workplace environment free from harassment. As part of our compliance and ethics program, new employees receive training regarding the Code of Conduct, and current employees receive supplemental training on an annual basis. The Code of Conduct provides a number of avenues to report openly, or anonymously (in the case of employees), any accounting allegation, compliance allegation (including non-compliance with applicable legal and regulatory requirements or the Code of Conduct), or retaliatory act, including through the telephone hotlines or website managed by EthicsPoint, our outside independent service provider, or by email to our Chief Legal Officer or our Audit and Risk Committee, in each case at the telephone numbers and email addresses listed in the Code of Conduct. In April 2025, we amended our Code of Conduct to make certain administrative and operational updates, along with (i) revisions related to compliance with anti-bribery and anti-corruption laws, (ii) new procedures related to managing conflicts of interest and (iii) updated terms related to reporting violations of the Code of Conduct.

We have also adopted a Supplemental Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer. The Supplemental Code of Ethics, which is available on our website at https://ir.bumble.com and on our intranet sites, addresses matters specific to those senior financial positions in the Company, including responsibility

 

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

 

for the disclosures made in our filings with the SEC, reporting obligations with respect to certain matters and a general obligation to promote honest and ethical conduct within the Company. The senior financial officers are also required to comply with the Code of Conduct.

Each of our Code of Conduct and our Supplemental Code of Ethics for Senior Financial Officers qualifies as a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website. The information contained on, or accessible from, our website is not part of this Proxy Statement. Our Code of Conduct is available free of charge upon request to our Chief Legal Officer at 1105 West 41st Street, Austin, TX 78756.

Oversight of Risk Management

The Board has broad oversight of risk management related to us and our business while delegating certain specific risk oversight responsibilities to its committees. The Board oversees our risk management activities through a combination of processes, including direct engagement with management.

The Audit and Risk Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, the review of related person transactions, our compliance with legal and regulatory requirements and the effectiveness of our risk management processes, particularly with respect to financial and operational risk exposures. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit and Risk Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors.

The Compensation Committee monitors risks associated with the design and administration of our compensation programs, including our incentive-based compensation programs, to promote an environment that does not encourage unnecessary and excessive risk-taking by our employees, including our senior executives. In view of this oversight and based on an assessment conducted by management working with the Compensation Committee’s independent consultant, we do not believe that our employee compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. See “Compensation Discussion and Analysis—Risk and Executive Compensation” for a complete description.

The Nominating and Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, corporate governance and overall Board effectiveness. Our Nominating and Corporate Governance Committee is also responsible for reviewing and advising on material topics related to sustainability and responsible business practices and assisting the Board with respect to its oversight of our programs related to such matters.

In addition, our Board receives periodic detailed operating performance reviews from management. Our Chief Information Security & Trust Officer provides quarterly updates to the Audit and Risk Committee, as well as an annual report to the Board, regarding a range of cybersecurity activities while maintaining the confidentiality, integrity and availability of information, including member information under our custody. Our information security management system takes a risk-based approach to cybersecurity and consists of various programs, including secure software development, operational security, vulnerability management and security education. Our threat detection capabilities include automated 24/7 detection and alerting with automated response protocols designed to support rapid analysis and enrichment for security analysts who are guided by a formally documented Incident Response Plan in the event of a breach. Our Head of Privacy and Data Protection Officer provide periodic reports to the Audit and Risk Committee regarding Bumble’s data privacy and compliance activities (required by applicable laws, including the General Data Protection Regulation (“GDPR”) and any U.S. state-specific privacy laws), which are designed to protect and safeguard our members’ data through comprehensive, documented privacy impact assessment procedures, as well as through dedicated privacy incident monitoring and reporting. For further information related to our cybersecurity strategy, risk management and governance, please refer to “Item 1C—Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Board also receives periodic updates from management on material topics and activities related to sustainability and responsible business practices to review and guide Bumble’s larger strategy related to such matters.

 

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
 
Oversight of Compliance
The Chief Legal Officer oversees our compliance programs. The Chief Legal Officer’s duties include: regularly updating the Audit and Risk Committee on the effectiveness of our compliance programs, providing periodic reports to the Board, and working closely with our various compliance functions to promote coordination and sharing of best practices across these functions.
Disclosure Committee
We have established a Disclosure Committee to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC. This committee is composed of members of management and is currently chaired by our Interim Chief Financial Officer.
Securities Trading Policy
We have adopted a Securities Trading Policy that governs the purchase, sale and/or other disposition of our securities by our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of Nasdaq. The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s Chief Legal Officer prior to engaging in transactions involving the Company’s securities. See “Compensation Discussion and Analysis—Risk and Executive Compensation—Securities Trading Policy and Hedging” for a complete description. The Company’s Securities Trading Policy is included as an exhibit to our most recent Annual Report on Form
10-K.
In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
Controlled Company Exception
In connection with our IPO, our Principal Stockholders entered into a stockholders agreement, described in “Transactions with Related Persons,” and beneficially own approximately 91.4% of the combined voting power of our Class A and Class B common stock as of April 7, 2025, the Record Date. As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our Board of Directors consist of independent directors, (2) that our Board of Directors have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that our director nominations be made, or recommended to our full Board of Directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or Board resolution addressing the nominations process. Although we are not relying on the exemptions from these corporate governance requirements, if we do rely on such exemptions in the future, our stockholders will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that
we
cease to be a “controlled company” and our shares continue to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.
 
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 Sustainability and Responsible Business
  

 

We are committed to responsible business practices and are focused on material topics that speak to Bumble’s societal impact and sustainability. We believe our efforts to build such practices naturally align with our values, corporate mission, business strategy and risk management efforts, and that these efforts serve our stakeholders, including our members, suppliers, business partners, investors and our communities throughout the world.

Our commitment to sustainability and responsible business practices starts at the top, beginning with our Board of Directors and executive management. Our Nominating and Corporate Governance Committee is responsible for reviewing and advising on material sustainability and responsible business topics and assisting the Board in overseeing our programs related to these matters. An internal committee of cross-functional senior leaders reviews the development and execution of our sustainability-related objectives and oversees associated disclosures.

In our inaugural Impact Report, released in November 2024, we shared how Bumble laid the foundations for strong sustainability- and responsible business-informed strategies based on the following five material topics: safety practices, belonging, data privacy & cybersecurity, responsible vendor management and GHG emissions & climate change, as well as our overall approach to product stewardship. Our Impact Report and other sustainability- and responsible business-related disclosures can be found on the “Responsible Business” section of our investor relations website at https://ir.bumble.com.

A Safer, Kinder Internet

Trust & Safety: We anchor our vision for healthy and equitable relationships in thoughtful safety strategies, policies, features and programs to drive a positive and empowering member experience. In 2024, we launched updates to drive enhanced safety on our platforms. Such updates included the development of a proprietary natural language machine learning model designed to flag abusive text. The model uses synthetic data that improves the model’s performance in detecting violations of our policy against Identity-Based Hate, allowing our rude message detector to act against 2,000+ bad profiles daily.

We also expanded our work with nonprofit and thought leadership partners. Bumble hosted workshops with Movember as founding partners in their cross-sector Community of Practice, a collective of tech, media, nonprofit and philanthropic organizations conducting informed research into the online narratives and influences that shape young men’s notions of masculinity. Partnerships such as these have furthered our efforts to support healthy, safer relationships on and off our platforms and have helped formed a critical component of our Safety strategy.

Data Privacy & Cybersecurity: As a global business with members in countries worldwide, we offer an array of protections through both technical and organizational measures that respond to the ever-evolving sector and regulatory environment. Our policies and procedures engage detective and preventive controls, and we continually monitor risk to the security of the information with which we are entrusted. In 2024, we took steps designed to raise the bar on our privacy efforts through an overhaul of Bumble’s Privacy Policy, seeking to empower our members through transparency and underscoring our commitment to privacy and member trust. For our employees, we utilized a new platform to tailor employee privacy training to Bumble’s unique needs, including the launch of our standalone breach reporting module. This approach is designed to enhance engagement and ensure training remains relevant to evolving privacy requirements, in order to better equip employees to handle data responsibly.

Bumble continues to utilize AI to develop innovative product features that strive to enhance our members’ experience. We also have an AI committee consisting of cross-functional, high-level leaders who work on our commitment to advance the responsible use of AI, keeping pace with evolving tech. In 2024, our AI committee focused on developing a comprehensive AI governance framework, including a formal process to ensure that new AI models and systems are developed ethically, responsibly and in a way that seeks to align with Bumble’s AI strategy, the core principles of responsible AI, and evolving legal and regulatory requirements.

 

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SUSTAINABILITY AND RESPONSIBLE BUSINESS

 

Public Policy: Our public policy work focuses on advocating to make our society safer—both online and in real life—and ensuring our awareness and responsiveness to major regulatory and policy changes across the globe. In May 2024, the first-ever EU-wide law (Directive) to Combat Violence Against Women and Domestic Violence was officially adopted. This law introduces cyberflashing as a criminal offense, something Bumble has long advocated for, and broadens the scope of what is classified as nonconsensual image sharing and harmful communication. We continued our collaboration efforts with policymakers, industry, civil society and academia to tackle online toxicity and misogyny.

In the U.S., we continued our work to fight non-consensual intimate image abuse. We helped introduce and support the bipartisan CONSENT Act, the first-ever federal cyberflashing bill in the U.S. If passed, The CONSENT Act will provide a private right of action for recipients of lewd images, including those altered by A.I., across the U.S. In 2024, the documentary film “Zurawski v. Texas” was produced in association with Bumble Inc., which is part of our public conversation regarding how reproductive rights restrictions create significant challenges in retaining and attracting talent, ultimately hurting both business growth and the broader economy.

Healthy & Equitable Relationships

Social Impact: Bumble’s commitment to social impact is focused on building partnerships with nonprofits that align with our core pillars of fostering healthy, safer relationships and driving equity for women. In 2024, we continued our long-standing support of the National Domestic Violence Hotline (US) and sponsored the National Conference on Domestic Violence. We also deepened our work with international partners similarly focused on relationship safety, including The Survivor Hub (AUS) and Refuge (UK). We proudly announced the second cohort of the Next Movers program, which, in partnership with Vital Voices Global Partnership, provides grant funding, training and mentorship to women leaders across the globe fighting for equity.

Employee Engagement & Belonging: At Bumble, we believe our success hinges on our people, and the continued transformation of the employee experience is at the heart of our priorities and approach. During a year of changes across leadership and strategy, the People & Culture team rooted their work in building stability and resilience while creating the conditions for the workforce to productively meet our business objectives.

As a business built on creating meaningful connections, we understand the importance of connecting and engaging IRL (in real life). In 2024, Bumble implemented an office hub-based strategy to better support our global team’s needs within our existing hybrid working model. This approach enhances operational efficiency, fosters collaboration, and enables connectivity across a thriving global team with employee activations. Ultimately, this targeted strategy creates a vibrant local company culture that empowers our employees and drives our collective success.

Our focus on belonging is central to our commitment to our employees and the culture we seek to build at Bumble. Throughout the year, we provide employee programming that highlights cultural moments, fosters inclusivity and awareness and generates respect for various groups. Examples include educational guides, cultural impact classes and in-office events celebrating U.S. and global heritage months, as well as training and awareness-building sessions from LGBTQ+ and culturally-representative philanthropic partners.

Environmental Stewardship

In 2024 we continued work toward our net zero goal, which seeks to eliminate or remove our scope 1 and scope 2 emissions, as well as scope 3 emissions related to data processing, by the end of 2025. In our inaugural Impact Report, we shared initial emissions data relevant to that pledge and ways the company has increased efficiencies in our data center and cloud computing strategies. Throughout 2024, we focused on improving our carbon footprint calculations and methodology, building the foundations for our upcoming supplier engagement program and exploring the next steps in our decarbonization journey. We also commenced a global server refresh effort to downsize and modernize our physical infrastructure, which directly benefits our objectives to achieve energy efficiency.

For more information on these and other initiatives, please see our Impact Report on the “Responsible Business” section of our investor relations website at https://ir.bumble.com.

 

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 Nomination Process and

 Director Qualifications

  

 

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending nominees for election to our Board.

Depth of experience, fitness and the ability to make meaningful contributions to our Board’s oversight of the business and affairs of Bumble, in addition to a willingness to exercise independent judgment, and an impeccable reputation for honest and ethical conduct that aligns with our core values, are important factors when identifying prospective director candidates. Additionally, in identifying potential director candidates, our Board evaluates a candidate’s time commitments to ensure the appropriate amount of time, energy and care is given to the needs of our business.

In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management and other sources, including third party recommendations. The Nominating and Corporate Governance Committee may also engage firms that specialize in identifying director candidates to our Board. Director nominations also may be made at the recommendation of stockholders pursuant to our Bylaws. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.

Our Bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors or a committee of the Board. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership to our Board of Directors is set forth below under “Stockholder Proposals for the 2026 Annual Meeting.”

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

Blackstone is also entitled to designate a non-voting observer to attend meetings of our Board of Directors pursuant to our stockholders agreement. In addition, pursuant to the terms of our stockholders agreement, Blackstone and Whitney Wolfe Herd, our Founder and Chief Executive Officer, have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in the Company. For additional information on our stockholders agreement, see “Transactions with Related Persons.”

Director Qualifications and Composition Developments

Our Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively in light of Bumble’s business, structure and risk.

As specified in our Corporate Governance Guidelines, in identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee takes into account (1) minimum individual qualifications, including strength of character, mature judgment, familiarity with Bumble’s business and industry, independence of thought and an ability to work collegially with the other members of the Board, and (2) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government

 

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NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

 

acumen, financial and accounting background, technology background, compliance background, executive compensation background and the size, composition and combined expertise of the Board.

Mr. Martin Brand joined the Board effective August 1, 2024. Mr. Brand was previously the non-voting observer to the Board designated by Blackstone pursuant to the stockholders agreement. Pursuant to the stockholders agreement, Blackstone designated Mr. Brand to serve as a director on the Board to fill the vacancy created by the resignation of Ms. Jennifer B. Morgan. When considering Mr. Brand’s appointment, the Board considered, among other factors, his extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies.

Board Dashboard

Our directors possess broad expertise, skills, experience and perspectives that facilitate the strong oversight and strategic direction required to govern Bumble’s business and strengthen and support senior management. As illustrated below, each of our directors brings a diversity of skills and experiences to his or her service on the Board that aligns with the Company’s business and long-term strategy and reflects the Board’s commitment to diverse perspectives. For a brief biographical description of each of our directors, including a description of the experience, qualifications, skills and attributes of each of our directors that led to the conclusion that each director should serve as a member of our Board of Directors at this time, see “Proposal No. 1—Election of Directors.”

Our Board Skills, Experience and Composition

The following chart of board skills and experience provides an overview of the diversity of experience on our current Board.

 

  

 

   Senior
Leadership
   Industry
Knowledge
   Technology    Financial
Expertise
   Public/Private
Board
Experience
   International/
Global
Business

Whitney Wolfe Herd

             

 

     

Ann Mather

                 

R. Lynn Atchison

          

 

        

Martin Brand

                 

Matthew S. Bromberg

                 

Amy M. Griffin

          

 

    

 

       

 

Sissie L. Hsiao

       

 

       

 

    

 

  

Jonathan C. Korngold

                

 

  

Elisa A. Steele

                 

Pamela A. Thomas-Graham

       

 

    

 

          

 

 

 

   10 of 10    8 of 10    7 of 10    7 of 10    8 of 10    8 of 10

 

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NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS

 

The following charts provide an overview of the composition of our Board.

 

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 Proposal No. 1—Election of Directors
  

 

Our Board of Directors currently consists of ten directors and is divided into three classes with staggered three-year terms. Ann Mather, Martin Brand, Jonathan C. Korngold and Pamela A. Thomas-Graham constitute a class with a term that expires at this Annual Meeting (the “Class I Directors”); R. Lynn Atchison, Matthew S. Bromberg, Amy M. Griffin and Sissie L. Hsiao constitute a class with a term that expires at the annual meeting of stockholders in 2026 (the “Class II Directors”); and Whitney Wolfe Herd and Elisa A. Steele constitute a class with a term that expires at the annual meeting of stockholders in 2027 (the “Class III Directors”).

Our Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 10. Proxies cannot be voted for a greater number of persons than the nominees named.

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has considered and nominated each of the four Class I nominees named below, each of whom is currently serving as a Class I Director, to be elected for a three-year term expiring at the annual meeting of stockholders in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal from office. Each director will be elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the four individuals nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this Proxy Statement intend to vote the proxies held by them for the election of Ann Mather, Martin Brand, Jonathan C. Korngold and Pamela A. Thomas-Graham. All of the nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board. Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of the nominees named in this Proxy Statement. Because of their collective voting power, these nominees are assured election.

Nominees for Election to the Board of Directors in 2025

The following information describes the offices held, other business directorships and the class and term of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

 

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

Class I—Directors Whose Term Expires in 2025

 

LOGO

 

Age: 65

 

Director Since: March 2020

 

Committee Membership:

 Nominating and Corporate Governance (Chair)

 

Ann Mather

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Ann Mather has served as the Chair of our Board of Directors since March 2025. Ms. Mather previously served as the Chair of our Board of Directors from March 2020 to December 2023. Prior to resuming her role as the Chair of our Board in March 2025, Ms. Mather served as the Lead Director from January 2024 to March 2025. Ms. Mather has more than 20 years of experience serving as a finance executive in a number of technology and media companies, particularly public companies, overseeing and assessing company performance. Ms. Mather serves as a member of the board of directors of Netflix, Inc. (NASDAQ: NFLX), a streaming media company. Ms. Mather also serves on the board of directors of Veem Inc., a payment service provider, Color Health, Inc., an essential healthcare service provider, Aible, Inc., an enterprise AI solutions provider, and Genesys Inc., a software company. Ms. Mather also serves as an independent trustee to the Dodge & Cox Funds board of trustees. From September 1999 to April 2004, Ms. Mather was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from the University of Cambridge, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.

 

QUALIFICATIONS

 

Ms. Mather’s extensive financial, operational and corporate governance expertise, particularly within technology companies, as well as her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors and Nominating and Corporate Governance Committee.

 

LOGO

 

Age: 50

 

Director Since: August 2024

 

Committee Membership:

 None

 

Martin Brand

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Martin Brand has served as a member of our Board of Directors since August 2024. Mr. Brand is Head of North America Private Equity and Global Co-Head of Technology Investing at Blackstone, a global alternative asset manager. Before joining Blackstone in August 2003, Mr. Brand worked as a derivatives trader with Goldman Sachs in New York and Tokyo from August 1998 through June 2000, and was with McKinsey & Company in London from 2000 through 2001. He is a director of London Stock Exchange Group, UKG Software, Liftoff Mobile and First Eagle. Mr. Brand also serves as a trustee of the American Academy Berlin. Mr. Brand received a BA/MA in Mathematics and Computation, First Class Honors, from Oxford University in 1998 and an MBA from the Harvard Business School in 2003.

 

QUALIFICATIONS

 

Mr. Brand’s extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies, makes him a valuable member of our Board of Directors.

 

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

LOGO

 

Age: 51

 

Director Since: January 2020

 

Committee Membership:

 Compensation

 

Jonathan C. Korngold

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Jonathan C. Korngold has served as a member of our Board of Directors since January 2020. Mr. Korngold is a Senior Managing Director and Global Head of Blackstone’s Growth Equity Business, which is focused on providing capital to companies seeking to manage the execution risks associated with high-growth environments. Mr. Korngold is a member of both the BXG and Tactical Opportunities Investment Committees at Blackstone. Prior to joining Blackstone in 2019, Mr. Korngold served in various roles at General Atlantic since 2001, most recently as the head of General Atlantic’s Global Financial Services and Healthcare sectors, Chairman of the firm’s Portfolio Committee, and as a member of the firm’s Management and Investment Committees. Prior to joining General Atlantic in 2001, Mr. Korngold was a member of Goldman Sachs’ Principal Investment Area and Mergers & Acquisitions groups in London and New York, respectively. Mr. Korngold holds an M.B.A. from Harvard Business School and graduated with an A.B. in Economics from Harvard College.

 

QUALIFICATIONS

 

Mr. Korngold’s extensive strategic, financial and leadership experience, as well as his extensive experience with investments in technology companies, makes him a valuable member of our Board of Directors and Compensation Committee.

 

LOGO

 

Age: 61

 

Director Since: August 2020

 

Committee Membership:

 Audit and Risk

 Compensation

 

Pamela A. Thomas-Graham

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Pamela A. Thomas-Graham has served as a member of our Board of Directors since August 2020. Since August 2016, Ms. Thomas-Graham has served as the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury. From 2010 to 2016, she served as a member of the Executive Board at Credit Suisse, a multinational investment bank and financial services company. While at the firm she held several titles, including Chair, New Markets for the Private Bank; and Global Chief Marketing and Talent Officer. From 2008 to 2010, she served as a Managing Director at Angelo, Gordon & Co., a privately held investment firm. From 2005 to 2007, Ms. Thomas-Graham was a Group President of Liz Claiborne Inc. (now Tapestry). She served as President and Chief Executive Officer of NBC Universal’s CNBC television, and President and Chief Executive Officer of CNBC.com, beginning in 1999. She began her career at global consultancy firm McKinsey & Co. in 1989, becoming the firm’s first black woman partner in 1995. Ms. Thomas-Graham serves as a board member of Peloton Interactive Inc. (NASDAQ: PTON); and Compass, Inc. (NYSE: COMP). Ms. Thomas-Graham holds a B.A. in Economics from Harvard University and a joint M.B.A.—J.D. from Harvard Business School and Harvard Law School.

 

QUALIFICATIONS

 

Ms. Thomas-Graham’s extensive strategic and operational experience, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees.

 

 

LOGO  

The Board of Directors Recommends that stockholders vote
“FOR” the election of each of the director nominees named above.

 

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

Continuing Directors

The following information describes the offices held, other business directorships and the class and term of each of the directors who are serving for terms that end after the Annual Meeting. Beneficial ownership of equity securities of the directors is shown under “Ownership of Securities” below.

Class II—Directors Whose Term Expires in 2026

 

LOGO

 

Age: 65

 

Director Since: October 2020

 

Committee Membership:

 Audit and Risk (Chair)

 

R. Lynn Atchison

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

R. Lynn Atchison has served as a member of our Board of Directors since October 2020. Ms. Atchison also serves as a director of Q2 Holdings, Inc. (NYSE: QTWO), a provider of virtual banking solutions, and Zen Business, a privately held business services company. Ms. Atchison previously served as Chief Financial Officer of Spredfast, Inc., a social marketing software provider (acquired by Lithium Technologies, LLC.), from February 2017 to September 2018. Prior to joining Spredfast, Ms. Atchison served as the Chief Financial Officer of HomeAway, Inc., a provider of online vacation rental services (acquired by Expedia, Inc.), from August 2006 until March 2016. Prior to that, Ms. Atchison served as Chief Financial Officer of, or consultant to, various software and technology organizations, including Hoover’s Inc., an early online provider of company information. Ms. Atchison began her career with Ernst & Young in the assurance division. Ms. Atchison is a Certified Public Accountant and holds a B.B.A. in accounting from Stephen F. Austin State University.

 

QUALIFICATIONS

 

Ms. Atchison’s extensive accounting and financial expertise and extensive experience managing technology companies makes her a valuable member of our Board of Directors and Audit and Risk Committee.

 

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

LOGO

 

Age: 58

 

Director Since: July 2020

 

Committee Membership:

 None

 

Matthew S. Bromberg

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Matthew S. Bromberg has served as a member of our Board of Directors since July 2020. Mr. Bromberg is currently the President and CEO of Unity Technologies, a platform to create and grow games and interactive experiences across all major platforms from mobile, PC, and console, to extended reality. He previously served as Chief Operating Officer of Zynga Inc., a mobile social game developer, from August 2016 to November 2021. Prior to joining Zynga, Mr. Bromberg served in various roles at Electronic Arts Inc., a video game company, including most recently as Senior Vice President of Strategy and Operations of the mobile division at Electronic Arts Inc. from January 2015 to July 2016. Prior to joining Electronic Arts, Mr. Bromberg was the Founder and Chief Executive Officer of I’mOK Inc., a location-based communication platform for families. Prior to this, Mr. Bromberg served as the President and Chief Executive Officer of Major League Gaming Corp., a professional eSports company, and as Chief Executive Officer of Davidson Media Holdings, LLC, an online gaming investment and consulting partnership, and held a number of senior roles at AOL Inc. (now a subsidiary of Yahoo!). Mr. Bromberg was a former member of the board of directors of Fitbit, Inc. (now a subsidiary of Google) from March 2018 to January 2021. Mr. Bromberg also serves as a Senior Advisor to Blackstone, the world’s largest alternative asset management business. Mr. Bromberg holds a B.A. in English from Cornell University and a J.D. from Harvard Law School.

 

QUALIFICATIONS

 

Mr. Bromberg’s extensive strategic and operational experience, particularly with technology companies, makes him a valuable member of our Board of Directors.

 

LOGO

 

Age: 49

 

Director Since: February 2021

 

Committee Membership:

 Nominating and Corporate Governance

 

Amy M. Griffin

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Amy M. Griffin has served as a member of our Board of Directors since February 2021. Ms. Griffin is the Founder and Managing Partner of G9 Ventures, an early-stage fund focused on supporting companies that empower consumers to live, look, and feel better. Prior to founding G9 Ventures, Ms. Griffin began her career in marketing at Ms. and Working Woman magazines before moving on to work at Sports Illustrated as a Sports Marketing and Olympic Manager. Beginning in 2011, Ms. Griffin started leveraging her operating and branding experience to both invest in and work alongside early-stage companies. In 2018, she formalized her portfolio into G9 Ventures. Ms. Griffin currently serves on the board of directors of Spanx and Gagosian Gallery, in addition to the board of trustees of The Metropolitan Museum of Art and the women’s board of the Boys Club of New York. Ms. Griffin serves on the advisory board of the One Love Foundation and has held board positions at a number of other organizations, including KIPP, The Virginia Athletics Foundation, The Spence School, and The Mead Foundation. She also serves as a trustee of the John & Amy Griffin Foundation. Ms. Griffin graduated from The University of Virginia with a B.A. in English.

 

QUALIFICATIONS

 

Ms. Griffin’s experience as a successful entrepreneur and investor, together with her marketing and operating experience, makes her a valuable member of our Board of Directors and Nominating and Governance Committee.

 

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

LOGO

 

Age: 46

 

Director Since: October 2023

 

Committee Membership:

 None

 

Sissie L. Hsiao

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Sissie L. Hsiao has served as a member of our Board of Directors since October 2023. Ms. Hsiao is the Vice President and General Manager of Google Assistant and Bard, leading many of Google’s advancements applying AI, natural language, and speech technologies to consumer products. Prior to her current role at Google, Ms. Hsiao was responsible as Vice President and General Manager for Google’s Display, Video, and App Advertising businesses between 2012 and 2021. Prior to that, she led product development of Google Analytics and Google Slides from 2006 to 2012. Ms. Hsiao’s career started at Microsoft, where she was responsible for graphics technologies within the Microsoft Office suite from 2000 to 2006. Ms. Hsiao holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley.

 

QUALIFICATIONS

 

Ms. Hsiao’s extensive strategic and operational experience, particularly with technology companies, makes her a valuable member of our Board of Directors.

Class III—Directors Whose Term Expires in 2027

 

LOGO

 

Age: 35

 

Director Since: January 2020

 

Committee Membership:

 None

 

Whitney Wolfe Herd

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Whitney Wolfe Herd is the founder of Bumble app and our Chief Executive Officer, and has served as a member of our Board of Directors since January 2020. From January 2024 to March 2025, she served as our Executive Chair. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020 to January 2024. She resumed her role as Chief Executive Officer in March 2025. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the executive board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies.

 

QUALIFICATIONS

 

Ms. Wolfe Herd’s perspective and experience as our Founder and former Chief Executive Officer make her a valuable member of our Board of Directors.

 

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

 

LOGO

 

Age: 58

 

Director Since: July 2020

 

Committee Membership:

 Audit and Risk

 Compensation (Chair)

 

Elisa A. Steele

 

PRINCIPAL OCCUPATION AND OTHER INFORMATION

 

Elisa A. Steele has served as a member of our Board of Directors since July 2020. Ms. Steele has served as a director of Namely, Inc., a human resources software company, including serving as the chair of the Namely board of directors from July 2019 through the sale of the company in 2022. She previously served as the Chief Executive Officer of Namely from August 2018 to July 2019. Prior to joining Namely, Ms. Steele served in various positions at Jive Software, Inc., a collaboration software company (acquired by Aurea Software, Inc.), including as Chief Executive Officer and President, from February 2015 to July 2017. Prior to joining Jive Software, Ms. Steele served as Chief Marketing Officer and Corporate Vice President, Consumer Apps & Services at Microsoft Corporation, a worldwide provider of software, services and solutions, and Chief Marketing Officer of Skype, an internet communications company. Ms. Steele also has held executive leadership positions at Yahoo! Inc. and NetApp, Inc. Ms. Steele also serves on the boards of directors of Amplitude, Inc. (NASDAQ: AMPL), Nextdoor (NYSE: KIND), Procore Technologies, Inc. (NYSE: PCOR) and JFrog Ltd (NASDAQ: FROG). Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and an M.B.A. from the Lam Family College of Business at San Francisco State University.

 

QUALIFICATIONS

 

Ms. Steele’s extensive strategic and leadership experience with technology companies, together with her extensive service on the boards of public companies, makes her a valuable member of our Board of Directors, as well as our Audit and Risk and Compensation Committees.

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

 

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 Compensation of Directors
  

 

The following table provides summary information concerning the compensation of our non-employee directors for the year ended December 31, 2024. Because they served as executive officers during the year, Whitney Wolfe Herd and Lidiane Jones did not receive compensation in connection with their service on our Board. Their compensation is presented in the section entitled “Executive Compensation” below.

 

Name

Fees Earned
or Paid in Cash
($)
Stock
Awards
($)(1)
All Other
Compensation
($)
Total
($)

Ann Mather(2)

  375,000   251,791     626,791

R. Lynn Atchison(2)

  150,000   251,791     401,791

Sachin J. Bavishi(3)(4)

       

Martin Brand(4)

       

Matthew S. Bromberg

  75,000   251,791     326,791

Amy M. Griffin

  85,000   251,791     336,791

Sissie L. Hsiao

  75,000   251,791     326,791

Jonathan C. Korngold(4)

       

Jennifer B. Morgan(4)(5)

       

Elisa A. Steele

  145,000   251,791     396,791

Pamela Thomas-Graham(2)

  135,000   251,791     386,791

 

(1)

The amounts reported above for Mses. Mather, Atchison, Griffin, Hsiao, Steele and Thomas-Graham and Mr. Bromberg represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock units granted on June 5, 2024, representing each director’s annual award.

 

(2)

Each of Mses. Mather, Atchison, and Thomas-Graham were members of a special committee during 2024 and received an additional cash compensation of $25,000.

 

(3)

Mr. Bavishi resigned from the Board effective January 2, 2024.

 

(4)

Directors appointed by Blackstone do not receive any compensation from the Company for serving on the Board.

 

(5)

Ms. Morgan resigned from the Board effective July 30, 2024.

 

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COMPENSATION OF DIRECTORS

 

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024.

 

Name

Time Vesting
Incentive Units
(#)
Exit Vesting
Incentive Units
(#)
RSUs
(#)

Ann Mather

  239,769   159,845   21,539

R. Lynn Atchison

  59,943   39,961   21,539

Sachin J. Bavishi

     

Martin Brand

     

Matthew S. Bromberg

  35,965   29,973   21,539

Amy M. Griffin

  59,943   39,961   21,539

Sissie L. Hsiao

      32,368

Jonathan C. Korngold

     

Jennifer B. Morgan

     

Elisa A. Steele

  23,976   26,642   21,539

Pamela Thomas-Graham

  59,943   39,961   21,539

Non-Employee Director Compensation Policy

Effective January 1, 2024, our Board of Directors adopted an updated compensation framework for the non-employee directors of the Company (other than directors employed by Blackstone Inc. and its affiliates) as follows:

Cash Compensation:

 

 

Annual Retainer. An annual cash retainer of (i) $300,000 for the director serving as the chairperson of the Board, and (ii) $75,000 for each other director serving on the Board, in each case, payable quarterly in arrears, and pro-rated for the period of service on the Board.

 

 

Chairpersons Retainer: The amount of the cash retainer for the chairperson of each of the Audit and Risk Committee, Nominating and Corporate Governance Committee and the Compensation Committee is $50,000 annually, payable quarterly in arrears and pro-rated for the period of service.

 

 

Committee Membership Retainer: An additional annual cash retainer for serving in a non-chairperson capacity on specified committees of the Board payable quarterly in arrears, and pro-rated for the period of service as chairperson of the applicable committee, as follows:

 

   

Members of the Audit and Risk Committee of the Board receive an additional $20,000 annually;

 

   

Members of the Compensation Committee of the Board receive an additional $15,000 annually;

 

   

Members of the Nominating and Corporate Governance Committee of the Board receive an additional $10,000 annually; and

 

   

Members assigned to any “special committee” formed by the Board receive an additional $25,000 annually (subject to (a) a twelve-month maximum per such “special committee” assignment and (b) proration based on the duration of the “special committee” assignment), unless otherwise determined by the Board.

 

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COMPENSATION OF DIRECTORS

 

Equity-Based Compensation:

 

 

Annual Awards. On the date of each annual meeting of Company shareholders, each eligible director receives an award of Restricted Stock Units (“RSUs”) in respect of a number of shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) having a grant date value equal to $250,000 with the number of awarded RSUs determined by dividing the grant value by the average of the closing sales price of the Common Stock for the twenty days over which the Common Stock traded ending on the trading date preceding the annual meeting. To the extent an eligible director joins the Board following the date of an annual meeting of shareholders, the director will receive an RSU award pro-rated for the time of service. These annual award RSUs vest in full on the earlier to occur of the one-year anniversary of the annual meeting at which they were granted and the date of the annual meeting of shareholders next following the grant of RSUs.

 

 

Initial Awards. In addition to the Annual Awards described above, to the extent that an eligible director is elected or appointed to the Board for the first time, the director shall receive an award of RSUs in respect of a number of shares of Common Stock having a grant date value equal to $250,000 with the number of awarded RSUs determined by dividing the grant value by the average of the closing sales price of the Common Stock for the twenty days over which the Common Stock traded ending on the trading date preceding the date of the election or appointment of the eligible director. This initial award vests annually in substantially equal installments over a period of three years.

Furthermore, all directors are reimbursed for their reasonable out-of-pocket expenses related to their service as directors, and expenses related to attendance at certain director continuing education programs are reimbursable, subject to pre-approval.

 

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 Proposal No. 2—Ratification of Independent

 Registered Public Accounting Firm

  

 

The Audit and Risk Committee has selected Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for 2025. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Ernst & Young to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit and Risk Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit and Risk Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of Ernst & Young is expected to be present at the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of Ernst & Young unless you specify otherwise.

Audit and Non-Audit Fees

The following table presents fees for professional services rendered by our independent registered public accounting firm, Ernst & Young, and its affiliates for the audits of our consolidated financial statements for the periods shown.

 

(in thousands)

   Year Ended
December 31,
2024
   Year Ended 
December 31, 
2023 

Audit Fees(1)

       $4,201        $3,971 

Audit-Related Fees

              — 

Tax Fees(2)

       524        472 

All Other Fees(3)

              — 

Total Fees

       $4,725        $4,443 

 

(1)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for the audit of the Company’s annual financial statements and the reviews of financial statements. The fees are for services that are normally provided in connection with statutory or regulatory filings such as the Company’s SEC filings (including costs relating to the Company’s secondary stock offering in March 2023). Also includes reimbursement for out-of-pocket expenses and other miscellaneous items.

 

(2)

Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning.

 

(3)

All other fees consist of any products or services not included in the categories above.

The Audit and Risk Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Ernst & Young’s independence and concluded that it was.

 

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PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence and the Audit and Risk Committee’s charter, the Audit and Risk Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit and Risk Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, subject to the next sentence, pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. As part of such procedures, the Audit and Risk Committee has delegated to its chair the authority to review and pre-approve any such services in between the Audit and Risk Committee’s regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit and Risk Committee at the next regularly scheduled meeting.

Ms. Wolfe Herd and Blackstone have informed the Company that they intend to vote in favor of Proposal No. 2. Because of their collective voting power, Proposal No. 2 is assured passage.

 

LOGO

 

The Board of Directors Recommends that you vote “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2025.

 

 

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 Report of the Audit Committee
  

 

The following Report of the Audit and Risk Committee (the “Audit Committee”) does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such information by reference.

The Audit Committee operates pursuant to a written charter approved by the Board of Directors that complies with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC and the Nasdaq listing requirements. The principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of the quality and integrity of our financial statements, as well as oversight of our accounting and financial reporting processes and financial statement audits. The Audit Committee also assists the Board of Directors’ oversight of:

 

 

The effectiveness of our control environment, including internal controls over financial reporting;

 

 

Our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;

 

 

The independent registered public accounting firm’s qualifications, performance and independence;

 

 

The effectiveness of our risk management processes, particularly with respect to financial risk exposure;

 

 

The performance of our internal audit function; and

 

 

Our technology security and data privacy programs.

Additionally, a brief description of the primary responsibilities of the Audit Committee is also included in this Proxy Statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit and Risk Committee.” The full text of the Audit Committee charter is available on the “Governance—Corporate Governance” section of our investor relations website at https://ir.bumble.com.

Our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and maintaining an adequate system of disclosure controls and internal controls over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Ernst & Young, our independent registered public accounting firm for the year ended December 31, 2024, was responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. The Audit Committee monitors these processes, relying, without independent verification, on the information provided to it and the representations made by management.

In the performance of its oversight function, the Audit Committee has reviewed and discussed our audited financial statements with management and Ernst & Young. The Audit Committee has also discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence from us.

The Audit Committee also reviewed the fees paid to Ernst & Young during the year ended December 31, 2024 for audit and non-audit services, which fees are described under “Proposal No. 2—Ratification of Independent Registered Public Accounting Firm—Audit and Non-Audit Fees.” The Audit Committee has determined that the rendering of all non-audit services by Ernst & Young were compatible with maintaining its independence from us.

The Audit Committee discussed with Ernst & Young the overall scope and plans for its audit. The Audit Committee met with Ernst & Young, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

 

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REPORT OF THE AUDIT COMMITTEE

 

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Respectfully submitted by the Audit Committee of the Board of Directors:

R. Lynn Atchison, Chair

Elisa A. Steele

Pamela A. Thomas-Graham

 

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 Proposal No. 3—Advisory (Non-Binding) Vote

 To Approve Named Executive Officer Compensation

  

 

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and SEC Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to approve an advisory (non-binding) resolution on the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this Proxy Statement. Although the voting results are not binding, the Board and the Compensation Committee will take into account the results of the vote when considering future executive compensation arrangements. At our 2023 annual meeting of stockholders, our stockholders voted, on an advisory basis, to hold “say-on-pay” votes every year. In accordance with the outcome of such vote, and the determination of our Board to hold such votes each year, we intend to hold our next “say-on-pay” vote at next year’s annual meeting of stockholders.

We encourage our stockholders to read the Compensation Discussion and Analysis in this Proxy Statement. The Compensation Discussion and Analysis describes in more detail our executive compensation program and related policies and practices and explains the decisions the Compensation Committee has made under this program and the factors considered in making those decisions. We also encourage our stockholders to review the Summary Compensation Table and other related compensation tables and accompanying narratives, which provide detailed information on the compensation of our named executive officers.

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING RESOLUTION:

RESOLVED, that the stockholders of Bumble approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and the related narratives.

 

LOGO

  

 

The Board of Directors recommends that you vote FOR the approval of our named executive officer compensation, as disclosed in this Proxy Statement, on an advisory (non-binding) basis.

 

 

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 Information Concerning Our Executive Officers
  

 

Background information about our current executive officers is set forth below.

Whitney Wolfe Herd, age 35, is the founder of Bumble app and our Chief Executive Officer, and has served as a member of our Board of Directors since January 2020. From January 2024 to March 2025, she served as our Executive Chair. Before assuming the Executive Chair role, Ms. Wolfe Herd served as the Chief Executive Officer of the Company from January 2020 to January 2024. She resumed her role as Chief Executive Officer in March 2024. Prior to founding Bumble app in 2014, Ms. Wolfe Herd was a co-founder of Tinder, a dating application, where she served as Vice President of Marketing from May 2012 to April 2014. Currently, Ms. Wolfe Herd serves on the board of directors of Imagine Entertainment as well as the Executive Board at Southern Methodist University’s Dedman College of Humanities and Sciences, where she graduated with a B.A. in International Studies.

Ronald J. Fior, age 67, has served as our Interim Chief Financial Officer since March 2025. Prior to joining the Company, Mr. Fior served as Interim Chief Financial Officer at Perch, a technology-driven ecommerce company, from April 2023 to February 2024, at Absolute Software (NASDAQ/TSX: ABST), a cybersecurity company, from March 2022 to November 2022, and at Trove Recommerce, a company enabling the resale ecosystem for brands, from February 2021 to March 2022. Mr. Fior is currently a partner of FLG Partners, LLC, a partnership of experienced chief financial officers delivering to chief executive officers and boards of directors high-value, interim and permanent leadership, a position he has held since 2020. Mr. Fior has over 30 years of experience serving as the chief financial officer of various U.S. and international companies. Mr. Fior started his career as a manager and senior auditor at Arthur Young. Mr. Fior holds a Bachelor of Commerce from the University of Saskatchewan and is a Chartered Professional Accountant of Alberta and Canada.

Deirdre Runnette, age 56, has served as our Chief Legal Officer and Secretary since April 2025. Prior to joining the Company, Ms. Runnette served as General Counsel, Corporate Secretary and Chief People Officer at Flexe, Inc., a technology company providing warehousing infrastructure, from April 2019 to February 2024. Prior to her time at Flexe, Inc., Ms. Runnette was Senior Vice President, General Counsel and Corporate Secretary at Zulily, Inc., a direct-to-consumer retail company, from September 2012 to December 2018. Ms. Runnette has also served as a non-executive director at Naked Wines, plc, since June 2022 and is currently the interim Board Chair and Chair of the Renumeration Committee at Naked Wines, plc. Ms. Runnette holds a B.A. in English from Washington State University and a J.D. from the University of Montana.

 

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 Compensation Discussion and Analysis
  

 

Introduction

The following discussion describes the significant elements of the compensation program for our Chief Executive Officer, (who was our Executive Chair during fiscal 2024), our former Chief Executive Officer (who was our Chief Executive Officer during fiscal 2024), our former Chief Financial Officer (who was our Chief Financial Officer during fiscal 2024) and our two other most highly-compensated executive officers for fiscal year 2024 (referred to herein as our “named executive officers” or “NEOs”), who are as follows:

 

Named Executive Officer

   Position

Whitney Wolfe Herd(1)

   Chief Executive Officer (Former Executive Chair)

Lidiane Jones(2)

   Former Chief Executive Officer

Anuradha B. Subramanian(3)

   Former Chief Financial Officer

Elizabeth Monteleone(4)

   Former Chief Legal Officer

Laura Franco(5)

   Former Chief Legal & Compliance Officer

 

(1)

Ms. Wolfe Herd previously served as our Chief Executive Officer until January 1, 2024 and transitioned to Executive Chair effective January 2, 2024. Ms. Wolfe Herd returned to the role of the Company’s Chief Executive Officer, effective as of March 17, 2025.

 

(2)

Ms. Lidiane Jones was named Chief Executive Officer effective January 2, 2024, and she resigned from such position effective March 16, 2025.

 

(3)

Ms. Subramanian resigned effective March 14, 2025.

 

(4)

Ms. Monteleone was named Chief Legal Officer effective June 12, 2024, and resigned effective April 11, 2025.

 

(5)

Ms. Franco resigned effective February 16, 2024.

Executive Summary

This Compensation Discussion and Analysis provides an overview of Bumble Inc.’s executive compensation programs, policies, and practices for our fiscal year 2024. Our executive compensation program is designed to incentivize the achievement of our strategic goals, align the interests of our executives with those of the Company and its stockholders, and reward executives with market-competitive compensation when performance goals are achieved.

Our executive compensation program is grounded in a pay-for-performance philosophy and includes a mix of base salary, annual cash incentive plan, and long-term equity incentives—stock options, RSUs and legacy Incentive Units. Our Compensation Committee regularly reviews and evaluates our compensation programs to ensure they remain competitive, are aligned with market and peer group practices, and support the achievement of our business objectives.

In fiscal year 2024, in alignment with the metrics indicated in the incentive program, our results were as follows:

 

 

Total Paying Users(1) of 4.1 million, achieving between the threshold and target goal for this metric.

 

 

Revenue of $1.072 billion and Adjusted EBITDA Margin(2) of 28.4%, which resulted in not achieving the threshold for these metrics.

 
(1)

As used herein, Total Paying Users does not include paying users from Official and Geneva. Official paying users are not included in Bumble’s key operating metrics. As of December 31, 2024, Geneva has not generated any revenue, and therefore, is excluded from our key operating metrics. Please refer to “—Short-Term Incentive Compensation” below for further information.

 

(2)

Adjusted EBITDA Margin is derived from our financial statements in the same manner as our publicly reported Adjusted EBITDA Margin. Please refer to “—Short-Term Incentive Compensation” below for further information.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Philosophy

Bumble’s executive compensation program is guided by the following core principles:

Bumble’s Compensation Philosophy and Guiding Principles

 

Compensation should be:

   Principles

Aligned to stockholders

  

 Our executive compensation programs align executives’ interests with those of our stockholders and appropriately balance risk and rewards

 

 Our executive compensation programs facilitate long-term stockholder value creation through

 

–  Attracting and incentivizing talented executives to drive performance and growth

 

–  Aligning realized executive pay with the achievement of financial goals and stock price performance

 

 Sound fiscal management

Performance-focused

  

 A majority of executive compensation is variable based on Company financial and market performance

 

 Compensation is designed to motivate our executives to achieve the Company’s annual and long-term strategic goals

 

 Objectives and key results (“OKRs”) are designed to drive business strategy and financial goals that are related to compensatory awards which are objective and rigorous

 

 Compensation is differentiated on the basis of individual performance and contribution

Market-competitive

  

 Compensation opportunities are anchored to the competitive market of similarly-sized companies in the consumer technology and software industries

 

 Rewards are designed to be fair and equitable for each role, reflecting individual experience and performance

Simple and Transparent

  

 Compensation programs are clear and easy to understand

 

 Programs provide direct line of sight between Company and individual performance results and monetary rewards

Aligned to Our Values

  

 Pay programs are designed to ensure equal pay for equal work and to foster diversity, equity and inclusion

Say on Pay

Consistent with the resolution approved by our stockholders at our 2023 Annual Meeting of Stockholders, we seek an annual advisory say-on-pay vote to approve the compensation of our named executive officers. At the 2024 Annual Meeting of Stockholders, stockholders holding 96% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the meeting approved the advisory say-on-pay vote. Accordingly, as described in this Proxy Statement, we will be seeking feedback from our stockholders on executive compensation this year with an advisory say-on-pay vote. Although the vote is non-binding, we value feedback from our stockholders and both the Board and the Compensation Committee will consider the say-on-pay vote results when making future compensation decisions.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Pay Policies and Practices

Our pay practices reflect Bumble’s compensation philosophy and guiding principles:

 

What We Do

   What We Don’t Do

  Link executive pay to Company performance through our annual and long-term incentive plans

  

x   No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd)

  Balance short- and long-term incentives, cash and equity, and fixed and variable pay

  

x   No guaranteed annual increases or incentive payouts

  Compare executive compensation and Company performance to relevant peer group companies

  

x   No repricing of underwater stock options without stockholder approval

  Have thresholds and maximums in our short-term incentive plan

  

x   No tax gross-ups

  Provide only limited perquisites

  

x   No dividends paid on unvested awards

  All long-term awards for executives are denominated and settled in equity

  

x   No aspect of the pay policies or practices pose a material adverse risk to the Company

  Robust stockholder engagement

  

x   No compensation or incentives that encourage unnecessary or excessive risk taking

  An annual assessment by the Compensation Committee of potential risks in our executive compensation programs

  

x   Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited

  Maintain an incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act and Dodd-Frank

    

 

  Retention of an independent compensation consultant

    

 

  Appoint a Compensation Committee comprised solely of independent directors

    

 

Compensation-Setting Process

The Compensation Committee is responsible for assisting the Board in fulfilling its governance and supervisory responsibilities, overseeing certain aspects of our People & Culture function and reviewing compensation policies, processes and practices. The Compensation Committee is also responsible for ensuring that our compensation policies and practices appropriately balance risk and reward consistent with our risk profile.

The Board has adopted a written charter for the Compensation Committee setting out its responsibilities for supervising and administering our compensation programs and reviewing the level and nature of the compensation payable to our executive officers, and, in certain cases, making recommendations to the Board regarding the compensation of certain of our executive officers. The Compensation Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers is fair, reasonable and consistent with the objectives and philosophy of our compensation program.

In December 2023, the Compensation Committee reviewed compensation for Ms. Wolfe Herd, in consideration of the then upcoming leadership transition and for her new role as Executive Chair, and determined no increase was required for 2024. The Compensation Committee also reviewed and recommended compensation for Ms. Jones, in respect of her new role as Chief Executive Officer, to the Board. The Compensation Committee reviewed the compensation of Ms. Subramanian and determined her base salary was competitive versus the market and therefore no increase was required for 2024. In June 2024, Ms. Jones made recommendations to the

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Committee with respect to Ms. Monteleone’s compensation in her newly appointed role as Chief Legal Officer, to better align Ms. Monteleone’s compensation with peer group market practice. These compensation reviews included market data and insights provided by its independent compensation consultant.

Compensation Consultant

Semler Brossy is the independent executive compensation consultant to the Compensation Committee and provides the following executive compensation consulting services to the Compensation Committee:

 

 

Prepare information about market trends and issues, and provide legislative and regulatory updates;

 

 

Prepare market data for executive officer compensation and assess the competitiveness of our compensation;

 

 

Provide guidance in establishing a relevant peer group for assessing executive officer compensation;

 

 

Perform a pay-for-performance analysis, including realizable pay and retention analyses;

 

 

Review executive compensation and annual and long-term incentive plan design; and

 

 

Regularly attend and participate in Compensation Committee meetings.

Each year, as required by its Charter, the Compensation Committee evaluates the independence of its compensation consultant pursuant to the rules of the SEC and Nasdaq. Based on its review, the Compensation Committee does not believe that Semler Brossy had a conflict of interest with respect to the work performed for the Compensation Committee in 2024.

The Compensation Committee believes the advice it receives from Semler Brossy is objective and not influenced by any other relationships with us because of the procedures the consultant and the Compensation Committee have in place, including the following:

 

 

The consultants receive no incentive or other compensation based on the fees charged to us for other services provided by them or any of their affiliates;

 

 

The consultants are not responsible for selling other services or affiliate services to us; and

 

 

The consultants’ professional standards prohibit an individual consultant from considering any other relationships held by the consultant or its affiliates may have with us in rendering his or her advice and recommendations.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Peer Group

In setting executive compensation, the Compensation Committee considers the compensation programs of our competitors, primarily companies in the consumer technology and software industries, to help determine the competitiveness of pay levels and pay mix for executives. Semler Brossy provided the Compensation Committee with market information on base salaries, short-term incentive (“STI”) and long-term incentive (“LTI”) plan design and competitive analysis based on public disclosure of the 18 peer companies listed in the table below. Although the Compensation Committee does not target a fixed percentile relative to the peer group when setting executive compensation for our NEOs, it reviews such peer company information and market data to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry.

 

2024 Peer Group

Angi Inc.

  GoodRX Holdings, Inc.

BlackLine, Inc.

  HashiCorp, Inc.

Box, Inc.

  Match Group, Inc.

Datadog, Inc.

  Pinterest, Inc.

Dropbox, Inc.

  Shutterstock, Inc.

Elastic N.V.

  Smartsheet Inc.

Etsy, Inc.

  Stitch Fix, Inc.

Five9, Inc.

  Udemy, Inc.

fuboTV Inc.

  Zscaler, Inc.

Compensation Components

For 2024, the compensation of our named executive officers included three main components: (i) base salary; (ii) STI (our annual cash incentive plan); and (iii) LTI consisting of stock options and/or RSUs. Ms. Franco was not eligible to receive an award under our annual cash incentive plan or equity incentive plan in 2024 given the timing of her departure.

2024 Compensation Elements

 

Compensation Element

   Objective    Key Features

Base salary

   Provide a competitive fixed level of cash compensation for performing day-to-day responsibilities    Competitive with the peer group with adjustments for individual performance

Annual incentive plan

   Reward short-term financial and strategic performance    Based on a scorecard of financial and strategic measures, including Revenue, Adjusted EBITDA Margin, Total Paying Users and individual strategic performance objectives

Long-term incentive plan

   Align management and stockholder interests, encourage retention and reward long-term Company performance    Mix of RSUs and stock options that vest over multiple years

Base Salaries

We provide each named executive officer with a base salary for the services that such named executive officer performs for us, reflective of the competitive marketplace. Base salary serves as the primary form of fixed compensation for our named executive officers. Base salary can also impact other compensation and benefit opportunities, including annual bonuses, as these opportunities are expressed as a percentage of base salary for

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

certain of our named executive officers. This compensation component constitutes a stable element of compensation, while other compensation elements are variable. Base salaries are reviewed annually and may be increased based on the individual performance of the named executive officer, Company performance, any change in the executive’s position within our business or the scope of his or her responsibilities or, if warranted or necessary, to maintain market competitiveness.

In December 2023, the Compensation Committee reviewed compensation for Ms. Wolfe Herd, in consideration of the then upcoming leadership transition and for her role as Executive Chair, and determined her base salary for 2024 was to remain unchanged at $650,000. The Compensation Committee also reviewed and recommended a base salary of $650,000 for Ms. Jones, in respect to her new role of Chief Executive Officer, to the Board. The Compensation Committee reviewed the base salary of Ms. Subramanian and determined her base salary was competitive versus the market and therefore no increase was required for 2024 and was to remain unchanged at $480,000. In June 2024, Ms. Jones made recommendations to the Compensation Committee with respect to Ms. Monteleone’s compensation in her newly appointed role as Chief Legal Officer, and her base salary was set at $400,000. The adjustment was made to better align with peer group market practice.

Short-Term Incentive Compensation

We believe it is important to provide rewards for specific results and behaviors that support our overall business strategy. Accordingly, for 2024, our named executive officers (except for Ms. Franco) were eligible to earn cash annual incentive payments under our STI program, which was designed to align our strategic initiatives to our annual growth and earnings goals.

Under the 2024 STI program, 80% of each NEO’s payout was determined based on performance relative to Company financial goals and 20% of the payout was determined based on individual performance relative to OKRs. Each metric is measured independently on a linear performance scale, and NEOs are eligible to earn a payout of 50% to 150% of the target payout for the relevant metric with respect to the performance of such metric. If performance is below the threshold level for any metric, the payout for that portion is 0% of the target payout, but other portions would not be affected. Total bonus payouts may range from 0% to 150% of the target payout, based on the combined performance on all metrics. Bonus payout amounts were based on the achievement of performance against a scorecard of financial and strategic objectives as shown in the following table:

 

Scorecard Objectives

   2024 Weighting 

Revenue

  30%

Adjusted EBITDA Margin

  20%

Total Paying Users

  30%

Individual performance

  20%

We selected these performance measures for the following reasons:

 

 

Revenue measures the acceleration of our growth and is the most important overall metric for our business health and performance.

 

 

Adjusted EBITDA Margin, as defined below, measures the Company’s ability to maintain business strength and profitability since it focuses on profitable growth, not just unconstrained growth, which is critically important for a technology company.

“Adjusted EBITDA Margin” is defined as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss and restructuring costs as a percentage of revenue. For a discussion of the Company’s use of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Adjusted EBITDA and Adjusted EBITDA Margin to Net earnings (loss), please refer to Annex A of this Proxy Statement.

 

 

Total Paying Users, as defined below, is an indicator of the volume of members paying for our subscription services and/or in-app purchases and an important measure of our market share and market penetration.

“Total Paying Users” is the sum of Bumble App Paying Users and Badoo App and Other Paying Users (as defined below).

“Bumble App Paying User” is a member that has purchased or renewed a Bumble app or Bumble For Friends app subscription plan and/or made an in-app purchase on Bumble app or Bumble For Friends app in a given month. We calculate Bumble App Paying Users as a monthly average, by counting the number of Bumble App Paying Users in each month and then dividing by the number of months in the relevant measurement period.

“Badoo App and Other Paying User” is a member that has purchased or renewed a subscription plan and/or made an in-app purchase on Badoo app in a given month or made a purchase on one of our other apps that we owned and operated in a given month (excluding Official), or purchase on other third-party apps that used our technology in the relevant period. We calculate Badoo App and Other Paying Users as a monthly average, by counting the number of Badoo App and Other Paying Users in each month and then dividing by the number of months in the relevant measurement period.

Geneva is a non-revenue generating app as of December 31, 2024 and is excluded from Total Paying Users.

 

 

Individual performance is described below.

The following table details the threshold, target and maximum goals, as well as the actual performance results, for each of the financial objectives under the 2024 STI plan.

2024 Short-Term Incentive Award Scorecard

 

Metric

   Threshold
(Payout is
50% of Target)
   Target
(Payout is
100% of
Target)
   Maximum
(Payout is
150% of
Target)
   Actual
Results
   Actual 
(% of 
Target Payout)* 

Financial Objectives (80% weighting)

      

 

 

 

 

 

      

 

 

 

 

 

      

 

 

 

 

 

      

 

 

 

 

 

      

 

 

 

 

 

Revenue (30%)

       $1,103M        $1,174M        $1,244M        $1,072M        0.0 % 

Adjusted EBITDA Margin (20%)

       29.2 %        30.0 %        30.8 %        28.4 %        0.0 % 

Total Paying Users (in thousands) (30%)

       4,034        4,291        4,549        4,149        72.4 % 

 

*

The actual payout results were interpolated (using a straight-line interpolation method) between each applicable level.

Individual Objectives (20% weighting)

The individual performance objectives, which had an overall 20% weighting, were comprised of objectives related to: driving leadership and organization transformation, focus on member trust in the safety and security of our products and innovation across the product to establish the company’s long-term positioning.

With respect to bonuses for each of our NEOs, excluding Ms. Franco, who was not eligible for a bonus under our STI program for 2024, the Compensation Committee considered the following: (i) with respect to Ms. Wolfe Herd, her role as Executive Chair, including her focus on the short-term and long-term strategic planning and positioning of the Company, (ii) with respect to Ms. Jones, her role as Chief Executive Officer, including launching key product innovations, strengthening strategic commercial relationships and managing international growth, (iii) with respect to Ms. Subramanian, her role as Chief Financial Officer, including her management of our finance, tax, global accounting and financial reporting and audit functions, and (iv) with respect to Ms. Monteleone, her role as Chief Legal Officer, including her management of our legal, compliance, privacy, government affairs and public policy functions.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

2024 Short-Term Incentive Individual Goals and Achievements

With respect to bonuses for each of our NEOs, the Compensation Committee considered their progress and achievements against the objectives outlined above. As a result of her resignation and in accordance with Company policy, Ms. Franco was not eligible for a bonus relating to 2024.

In determining the amount payable to each of our named executive officers under the bonus program, the Compensation Committee retained discretion to modify each metric’s weighting, and to exercise positive or negative discretion if it determined it was appropriate in the circumstances. The Compensation Committee did not use its discretion in 2024 to modify awards.

Based on the achievement against the financial objectives and the strategic objectives in 2024, we determined the following payouts under the short-term incentive program to Mses. Wolfe Herd, Jones, Subramanian and Monteleone: $187,740, $189,826, $160,205 and $67,639, respectively. These amounts are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, found in the “Executive Compensation” section, below. For each of our named executive officers (other than Ms. Franco who was not eligible for a bonus relating to 2024), the amounts paid in respect of the 2024 short-term incentive program reflects a payout of 41.70% of each of Ms. Wolfe Herd’s, Ms. Jones’, Ms. Subramanian’s and 31.70% of Ms. Monteleone’s target bonus amounts.

The target bonus amounts that our named executive officers who were employed by the Company as of December 31, 2024 were able to earn under the STI program for fiscal year 2024, and the amounts actually earned, are set forth in the following table:

2024 Short-Term Incentive Plan Payouts

 

Executive

   Target Bonus
Amount
   Corporate
Performance
Component
Payout (80%)
   Individual
Performance
Component
Payout (20%)
   Total Payout
(% of target)
   Total 
Payout($) 

Whitney Wolfe Herd*

       $450,000          21.7 %        100 %        41.70 %      $ 187,740 

Lidiane Jones

      
$455,000
(70% of salary)
 
 
       21.7 %        100 %        41.70 %      $ 189,826 

Anuradha B. Subramanian

      
$384,000
(80% of salary)
 
 
       21.7 %        100 %        41.70 %      $ 160,205 

Elizabeth Monteleone**

      
$213,236
(70% of salary)
 
 
       21.7 %        50 %        31.70 %      $ 67,639 

 

*

Whitney Wolfe Herd’s 2024 target award opportunity was a fixed dollar amount of $450,000 (approximately 69% of base salary).

 

**

Elizabeth Monteleone’s 2024 short-term incentive payout was pro-rated to reflect her mid-year promotion to Chief Legal Officer

As noted above, Ms. Franco was not eligible for a bonus relating to 2024.

Long-Term Equity Incentive Awards

Employee equity incentive awards are a meaningful way to share the Company’s success with the people who help create it and that includes our named executive officers. Unlike salary or bonuses, equity incentive awards are a long-term investment that aligns our team’s contributions with the Company’s growth. By providing equity incentive awards, we reward dedication and empower our employees as true stakeholders in our shared journey, ensuring mutual success. Equity incentive awards are considered “at-risk” compensation since it is directly tied to the performance of our stock price.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

2024 Equity Awards

 

Executive

   Options (#)    Intended Option
Value on Grant ($)
   RSUs (#)   

 Intended RSU 
Value on

Grant ($)*

Whitney Wolfe Herd

       360,855       $ 2,500,000         223,424       $ 2,500,000 

Lidiane Jones

       1,207,226       $ 11,000,000         748,351       $ 11,000,000 

Anuradha B. Subramanian

       —       $ —         178,739       $ 2,000,000 

Elizabeth Monteleone

       135,957       $ 1,000,000         86,465       $ 1,000,000 

 

*

The fair value for accounting purposes is different than the figures in the table given how awards are calculated based on a closing stock price average.

2024 Awards

In January 2024, Ms. Jones received a sign-on equity grant pursuant to her employment agreement, in the form of 50% stock options and 50% time-based RSUs that vest 25% annually over four years. This grant was intended both to cover equity compensation for her first year and offset equity forfeited at her former employer.

In May 2024, the Compensation Committee recommended to the Section 16 Subcommittee (as defined below) annual equity awards to the other named executive officers, as summarized below. The grant to Ms. Wolfe Herd consisted of 50% stock options and 50% time-based RSUs. Stock options and RSUs granted to Ms. Wolfe Heard were scheduled to vest 25% on March 10, 2025, and the remaining 75% vests in equal quarterly installments thereafter over the remaining three years. Ms. Subramanian’s annual equity refresh award grant consisted of 100% time-based RSUs with equal quarterly vests over 4 years with the first installment scheduled to vest on June 10, 2024.

In June 2024, the Compensation Committee approved an equity grant for Ms. Monteleone comprised of 50% stock options and 50% time-based RSUs. These awards granted to Ms. Monteleone as an annual equity refresh award and to reflect her promotion to Chief Legal Officer were scheduled to vest 25% on March 10, 2025, with the remaining 75% vesting in equal quarterly installments thereafter over the remaining three years. Ms. Franco was not eligible for an equity based award in 2024.

Options expire after 10 years. Stock options and RSUs are subject to continued employment on each vesting date, except as set forth below under “Executive Compensation—Potential Payments upon Termination or Change in Control.” Time-based RSUs and Stock Options were selected as the form of 2024 equity awards to encourage retention of our executive officers, incentivize the achievement of business objectives to create long-term enterprise value and align the most significant portion of our NEO’s compensation with our stock price performance.

Retirement and Other Benefits

Our named executive officers are eligible to receive the same benefits we provide, and to participate in all plans we offer, to other full-time employees, including: health and dental insurance; group term life insurance; long-term disability insurance; other health and welfare benefits; and our 401(k) Savings Plan.

Perquisites

We do not offer significant perquisites as part of our compensation program. However, Ms. Wolfe Herd’s employment agreement includes the following perquisites: a car lease, childcare and related travel and lodging expenses when Ms. Wolfe Herd travels with her children and security for Ms. Wolfe Herd at Company offices and when traveling. In 2024, Ms. Wolfe Herd did not receive perquisites in excess of $10,000.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Employment Agreements

Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, which was updated with a letter agreement, dated December 29, 2023 setting forth the terms of her employment as the Company’s Executive Chair, effective January 2, 2024. Bumble Trading LLC entered into an employment agreement with Ms. Jones, dated as of November 3, 2023. Bumble Trading LLC also entered into an amended and restated employment agreement with Ms. Subramanian, dated as of September 23, 2022 and amended February 22, 2023, and with Ms. Franco, dated as of September 22, 2022 and amended February 22, 2023. Bumble Trading LLC entered into an employment agreement with Ms. Monteleone dated as of June 12, 2024. We refer to these agreements as the Wolfe Herd agreement, the Jones agreement, the Subramanian agreement, the Franco agreement and the Monteleone agreement, respectively.

See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for more details on the named executive officer employment agreements.

Risk and Executive Compensation

In reviewing the Company’s compensation policies and practices each year, the Compensation Committee seeks to ensure the executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of the Company. The Compensation Committee also seeks to ensure the Company’s compensation practices do not encourage excessive risk-taking behavior by the executive team. The Compensation Committee has not identified any risks that are reasonably likely to have a material adverse effect on the Company. The key risk-mitigating practices that we have incorporated into our compensation program include, but are not limited to, the following:

 

 

Balance among short- and long-term incentives, cash and equity, and fixed and variable pay;

 

 

Multiple performance measures;

 

 

Maximum pay caps in our short-term incentive plan;

 

 

No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd);

 

 

Clawback provisions (described below); and

 

 

Hedging policy (described below).

 

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Table of Contents
2023-10-31
 
COMPENSATION DISCUSSION AND ANALYSIS
 
Securities Trading Policy and Hedging
The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s Chief Legal Officer prior to engaging in transactions involving the Company’s securities. In order to protect the Company from exposure under insider trading laws, executive officers and directors are generally required to conduct any trading in Bumble securities during designated “window periods” established by the Company, which correspond to the Company’s annual and quarterly earnings releases, and to receive
pre-clearance
for any trades from the Chief Legal Officer. Our executive officers and directors may enter into
pre-programmed
trading plans under SEC
Rule 10b5-1
under the Exchange Act, which certain of our executive officers and directors have entered into, subject to the Company’s
pre-clearance
requirement.
The Company’s Securities Trading Policy also prohibits all employees, directors and officers from hedging (including through variable forward contracts, equity swaps, collars and exchange funds), pledging or short-selling the Company’s securities. None of our named executive officers engaged in any hedging or pledging activities with respect to the Company’s stock during fiscal year 2024. The Company’s Securities Trading Policy is included as an exhibit to our most recent Annual Report on Form
10-K.
Clawback Provisions
All incentive awards made pursuant to the Bumble Inc. 2021 Omnibus Incentive Plan, which we refer to as the Omnibus Incentive Plan, are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Compensation Committee and as in effect from time to time; and (ii) applicable law. Further, unless otherwise determined by the Compensation Committee, to the extent that the executive receives any amount in excess of the amount that the executive should otherwise have received under the terms of the incentive award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the executive will be required to repay any such excess amount to the Company.
Effective
October 2023
, we adopted a standalone clawback policy that is compliant with the requirements of Dodd-Frank, Rule
10D-1
of the Exchange Act and Nasdaq Rule 5608. This policy provides that, upon the occurrence of an accounting restatement of the Company’s financial statements to correct an error, the Compensation Committee must recoup incentive-based compensation that was erroneously granted, earned or vested to our current and former “officers” (as defined under Rule
16a-1
of the Exchange Act) based wholly or in part upon the attainment of any financial reporting measure, subject to limited exceptions. The Clawback Policy is included as an exhibit to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2024.
Grant Timing
We have adopted policies and procedures regarding the timing of when we grant awards, including options. We maintain an Equity Award Grant Policy, which was initially adopted in 2022, and has been revised from time to time. The policy provides that for a newly hired employee, or an employee who is promoted, the grant date of an equity award will be the 10th day of the month following the month on which the employee commenced employment or was promoted, as applicable, subject to the employee being employed on the grant date.
For an employee receiving a retention grant, the grant date will be as determined under the circumstances.
The policy also provides that the date of grant for “officers” as defined under Rule
16a-1(f)
of the Exchange Act (commonly referred to as “Section 16 Officers”) will be made on the earlier to occur of (x) the last day of the open trading window following the Company’s public news release of its annual or quarterly earnings and (y) the 20th day following the Company’s earnings release, provided that such 20th day is in an open trading window. Notwithstanding anything in the policy, if special circumstances arise such that the Compensation Committee or the Board determines it is advisable to grant an award at a time other than as set forth above, the Compensation Committee or the Board may consider and approve any such grant.
The grant of equity-based awards made in 2024 to each of our named executive officers other than Ms. Jones was approved by the independent directors of our Compensation Committee designed to meet the requirements of
 
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COMPENSATION DISCUSSION AND ANALYSIS
 
granting equity-based awards for purposes of Section 16 of the Exchange Act (the “Section 16 Subcommittee”). The grant of equity-based awards made in 2024 to Ms. Jones was approved by our Board of Directors. The grants of equity-based awards to Ms. Wolfe Herd, Ms. Subramanian and Ms. Monteleone were made pursuant to the formula set forth in our Equity Grant Policy, as described above, when the Company’s trading window was open such that the grant was made at a time at which such committee was not in the possession of material
non-public
information. The grants to Ms. Jones were not made as prescribed by the policy, but were made coincident to Ms. Jones’ employment. In 2024, we did not grant stock options to our NEOs during the period from four business days before to one business day after the filing of the Company’s periodic reports on Forms
10-K
and
10-Q
or current reports on Form
8-K
that contained material nonpublic information with the SEC under the Exchange Act.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that
the
Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee
Elisa A. Steele (Chair)
Jonathan C. Korngold
Pamela A. Thomas-Graham
 
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2025
Proxy Statement
 
 


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 Executive Compensation
  

 

Summary Compensation Table

The following table summarizes compensation earned by our named executive officers for the fiscal years indicated.

 

Name and Principal Position

  Year   Salary
($)(2)
  Bonus
($)
  Stock
Awards
($)(3)
  Option
Awards
($)(4)
  Non-Equity
Incentive Plan
Compensation
($)(5)
  All Other
Compensation
($)(6)
  Total ($)(7)

Whitney Wolfe Herd

Chief Executive Officer, Former Executive Chair

      2024       650,000             2,582,781       2,611,327       187,740       13,800       6,045,649
      2023       650,000             3,265,896       2,677,863       424,836       13,200       7,031,795
      2022       650,000             15,038,461             450,000       95,569       16,234,030

Lidiane Jones

Former Chief Executive Officer

      2024       647,917       1,000,000       10,851,090       10,800,689       189,826       13,800       23,503,322

Anuradha B. Subramanian

Former Chief Financial Officer

      2024       480,000             2,066,223             160,205       13,800       2,720,228
      2023       475,000             1,589,396       1,303,231       362,527       13,200       3,743,354
      2022       450,000             2,762,478       3,203,663       345,400       12,100       6,773,641

Elizabeth Monteleone

Former Chief Legal Officer(1)

      2024       353,954       160,000       929,499       907,187       67,639       13,800       2,432,079

Laura Franco

Former Chief Legal and Compliance Officer

      2024       55,404                               2,212       57,616
      2023       425,000             2,351,445       1,928,061             13,200       4,717,706
      2022       400,000             1,773,863       2,402,756       383,800       12,100       4,972,519

 

(1)

Elizabeth Monteleone became our Chief Legal Officer effective June 12, 2024. Prior to being our Chief Legal Officer, Ms. Monteleone was our Assistant General Counsel. In accordance with SEC rules, the amounts reported for Ms. Monteleone for 2024 relate to amounts she received for the entire year, including that portion of time she was our Assistant General Counsel. Ms. Monteleone resigned effective April 11, 2025.

 

(2)

The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered.

 

(3)

Amounts reflect the grant date fair value, determined in accordance with FASB ASC Topic 718 (“ASC 718”), of grants of RSUs. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2024, see Note 15, Stock-based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

 

(4)

Amounts reflect the aggregate grant date fair values determined in accordance with ASC 718. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2024, see Note 15, Stock-based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

 

(5)

For 2024, the amount reported reflects the aggregate annual bonus program payouts paid in early 2025 for performance related to 2024 for each of Mses. Wolfe Herd, Jones, Subramanian and Monteleone. For more information on the determination of these amounts based on the achievement of 2024 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.”

 

(6)

For 2024, amounts in this column reflect the amount of Bumble’s contribution to our 401(k) Savings Plan on behalf of each named executive officer.

 

(7)

The sum of individual amounts may not always equal total amounts indicated due to rounding.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Each of our NEOs is party to an employment agreement, as described below.

Wolfe Herd Agreement

Bumble Holdings entered into an employment agreement with Ms. Wolfe Herd, dated as of January 29, 2020, which we refer to as the Wolfe Herd agreement. The Wolfe Herd agreement provides that Ms. Wolfe Herd will serve as our Chief Executive Officer. The Wolfe Herd agreement had an initial term of three years that automatically

 

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EXECUTIVE COMPENSATION

 

renewed on an annual basis unless terminated in accordance with the Wolfe Herd agreement. The Wolfe Herd agreement also provided for (i) an annual base salary of $650,000, subject to annual review and increase (but not decrease) by the Board of Directors and (ii) eligibility to receive an annual bonus, with a target bonus of $450,000. Ms. Wolfe Herd is also entitled to participate in our employee benefit arrangements, on terms and conditions no less favorable than available to any other senior executive and to receive certain perquisites, including continued maintenance of a leased vehicle for the remainder of the current lease term for such vehicle, childcare services when Ms. Wolfe Herd is traveling with her child (or children, as the case may be), and full-time security benefits at any of our offices or when Ms. Wolfe Herd is traveling under circumstances that pose a risk to Ms. Wolfe Herd, as reasonably determined by Ms. Wolfe Herd.

The Wolfe Herd agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Wolfe Herd’s employment with us and until the second anniversary of termination of employment. In addition, the Wolfe Herd agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

Ms. Wolfe Herd entered into a letter agreement with the Company on December 29, 2023, setting forth the terms of her employment as the Company’s then Executive Chair, effective January 2, 2024. Pursuant to the letter agreement, Ms. Wolfe Herd will continue to (i) receive the same annual base salary as currently in effect, (ii) be eligible to receive an annual cash bonus in accordance with the Company’s bonus plan as currently in effect, and (iii) be eligible to participate in the Company’s employee benefit plans and programs available to senior executives. Ms. Wolfe Herd’s existing equity awards will also continue to vest in accordance with their terms. In addition, for the 2024 annual grant cycle, Ms. Wolfe Herd was entitled to receive an equity grant comprised of (x) options to acquire shares of the Company with a grant date fair value of $2,500,000 and (y) restricted stock units with a grant date fair value of $2,500,000.

Effective as of March 17, 2025, Ms. Wolfe Herd became our Chief Executive Officer and remains on our Board of Directors (but is no longer the Executive Chair of our Board of Directors). Ms. Wolfe Herd entered into a letter agreement with the Company on February 28, 2025, which supersedes the letter agreement described above entered into between Ms. Wolfe Herd and the Company in connection with Ms. Wolfe Herd’s transition to the Executive Chair role in January 2024. Pursuant to this new letter agreement, in connection with her role as our Chief Executive Officer, Ms. Wolfe Herd will continue to (i) receive the same annual base salary as currently in effect, (ii) be eligible to receive an annual cash bonus in accordance with the Company’s bonus plan with a target bonus amount equal to 100% of Ms. Wolfe Herd’s annual base salary, and (iii) be eligible to participate in the Company’s employee benefit plans and programs available to senior executives. Ms. Wolfe Herd’s existing equity awards will also continue to vest in accordance with their terms. In addition, the new letter agreement provides that Ms. Wolfe Herd is entitled to receive an equity grant comprised of restricted stock units with a grant date fair value of $9 million following the commencement of her resumed role as our Chief Executive Officer.

Jones Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Jones, dated as of November 3, 2023, which we refer to as the Jones agreement, pursuant to which Ms. Jones became our Chief Executive Officer effective January 2, 2024.

The Jones agreement provided for “at will” employment that will continue unless otherwise terminated in accordance with the Jones agreement. The Jones agreement provided for an annual base salary of $650,000, subject to increase in our discretion from time to time and eligibility to receive an annual bonus, with a target bonus equal to 70% of Ms. Jones’ base salary for such year.

The Jones agreement also provided for a one-time cash bonus equal to $1 million payable on the first payroll date following Ms. Jones’ commencement of employment with us. This bonus was subject to repayments upon certain termination events, as described below under “Potential Payments upon Termination or Change in Control.”

 

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EXECUTIVE COMPENSATION

 

The Jones agreement also provided for sign on equity awards to be granted within thirty days of Ms. Jones’ commencement of her role of Chief Executive Officer, consisting of options to acquire shares of Bumble with a value of $11 million and restricted stock units with a value of $11 million, with each grant vesting in four equal annual installments on the first four anniversaries of the date of grant. In addition, the Jones agreement provides for paid vacation and participation in our employee benefit plans.

The Jones agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Jones employment with us and until the first anniversary of termination of employment. In addition, the Jones Agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

On January 13, 2025, Ms. Jones notified the Company of her decision to resign as the Company’s Chief Executive Officer and from her position as a director of the Board, effective as of March 16, 2025. Ms. Jones remained employed by the Company during a transition period which ended on April 13, 2025.

Subramanian Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Subramanian, dated as of August 14, 2020 and amended on March 16, 2022, which was superseded by an amended and restated employment agreement, dated as of September 23, 2022, which was subsequently amended on February 22, 2023, which we refer to as the Subramanian agreement.

The Subramanian agreement provided that Ms. Subramanian would serve as our Chief Financial Officer. The Subramanian agreement further provided for “at will” employment that will continue unless otherwise terminated in accordance with the Subramanian agreement. The Subramanian agreement provided for (i) an annual base salary of $480,000, subject to increase in our discretion from time to time; (ii) eligibility to receive an annual bonus, with a target bonus equal to 80% of Ms. Subramanian’s base salary; (iii) eligibility to participate in the long term equity-based incentive plan of Bumble on a basis generally consistent with other senior executives; (iv) paid vacation; and (v) participation in our employee benefit plans.

The Subramanian agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Subramanian’s employment with us and until the first anniversary of termination of employment. In addition, the Subramanian Agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

On November 25, 2024, Ms. Subramanian notified the Company of her decision to resign and she resigned from the Company effective as of March 14, 2025.

Monteleone Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Monteleone effective as of June 12, 2024, which we refer to as the Monteleone agreement.

Pursuant to the Monteleone agreement, Ms. Monteleone served as our Chief Legal Officer. The Monteleone agreement further provides for “at will” employment that will continue unless otherwise terminated in accordance with the Monteleone agreement. The Monteleone agreement provided for (i) an annual base salary of $400,000, subject to increase in our discretion from time to time; (ii) eligibility to receive an annual bonus, with a target bonus equal to 70% of Ms. Monteleone’s base salary, except that with respect to the 2024 fiscal year Ms. Monteleone’s target bonus will be determined on a pro-rata basis according to her target bonus percentage and base salary for the portion of the year prior to the effectiveness of the Monteleone agreement and the target bonus and base salary

 

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as provided in the Monteleone agreement; (iii) eligibility to participate in the long term equity-based incentive plan of Bumble on a basis generally consistent with other senior executives; (iv) paid vacation; and (v) participation in our employee benefit plans.

In connection with Ms. Monteleone’s promotion to the role of Chief Legal Officer, the Monteleone agreement also provided for a one-time cash payment bonus of $100,000 and an equity grant of $2 million, 50% in options and 50% in restricted stock units.

The Monteleone agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants are effective both during Ms. Monteleone’s employment with us and until the first anniversary of termination of employment. In addition, the Monteleone agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

Ms. Monteleone resigned from her position as Chief Legal Officer effective as of April 11, 2025.

Franco Agreement

Bumble Trading LLC entered into an employment agreement with Ms. Franco dated as of October 26, 2020 which was superseded by an amended and restated employment agreement, dated as of September 22, 2022, which was subsequently amended on February 22, 2023, which we refer to as the Franco agreement. The Franco agreement provided that Ms. Franco would serve as our Chief Legal and Compliance Officer. The Franco agreement further provided for “at will” employment that would continue unless otherwise terminated in accordance with the Franco agreement. The Franco agreement provided for (i) an annual base salary of $430,000, subject to increase in our discretion from time to time; (ii) eligibility to receive an annual bonus, with a target bonus equal to 100% of Ms. Franco’s base salary; (iii) eligibility to participate in the long term equity-based incentive plan of Bumble on a basis generally consistent with other senior executives; (iv) paid vacation; and (v) participation in our employee benefit plans.

The Franco agreement contains restrictive covenants, including confidentiality of information, assignment of certain intellectual property, non-competition, non-solicitation and mutual non-disparagement covenants. The confidentiality covenant and non-disparagement covenants have an indefinite term, and the non-competition and non-solicitation covenants were effective both during Ms. Franco’s employment with us and until the first anniversary of termination of employment. In addition, the Franco Agreement further provides for severance benefits, as described below under “Potential Payments upon Termination or Change in Control.”

Ms. Franco resigned from her position as Chief Legal and Compliance Officer effective as of February 16, 2024.

 

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EXECUTIVE COMPENSATION

 

Grants of Plan-Based Awards in 2024

 

 

 

   

 

     

 

    Est. Future Payouts under
Non-Equity Incentive Plan
Awards(1)
    All Other
Stock
Awards:
    All Other Option Awards:  

Name

  Award
Date
    Approval
Date
    Threshold
($)
    Target
($)
    Maximum
($)
   

Number

of
Shares
(#)

    Number
of
Options
(#)
    Exercise
or Base
Price of
Option
Awards
($/Sh)(2)
    Grant Date
Fair Value of
Stock and
Option
Awards
($)
 

Whitney Wolfe Herd

    1/1/2024    

 

 

 

    225,000       450,000       675,000    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    5/28/2024       5/22/2024    

 

 

 

 

 

 

 

 

 

 

 

    223,424    

 

 

 

 

 

 

 

    2,582,781  
    5/28/2024       5/22/2024      

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    360,855     $ 11.56       2,611,327  

Lidiane Jones

    1/1/2024    

 

 

 

    227,500       455,000       682,500    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    1/2/2024       11/1/2023    

 

 

 

 

 

 

 

 

 

 

 

    748,351    

 

 

 

 

 

 

 

    10,851,090  
    1/2/2024       11/1/2023      

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    1,207,226     $ 14.50       10,800,689  

Anuradha B. Subramanian

    1/1/2024    

 

 

 

    192,000       384,000       576,000    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    5/28/2024       5/23/2024      

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    178,739      

 

 

 

 

 

   

 

 

 

 

 

    2,066,223  

Elizabeth Monteleone

    1/1/2024    

 

 

 

    106,618       213,236       319,854    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    6/14/2024       6/11/2024    

 

 

 

 

 

 

 

 

 

 

 

    86,465    

 

 

 

 

 

 

 

    929,499  
    6/14/2024       6/11/2024      

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    135,957     $ 10.57       907,187  

 

(1)

Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2024 under our annual cash incentive program for executive officers. For more information on the determination of these amounts based on achievement of 2024 corporate performance objectives and individual performance, please see “Compensation Discussion and Analysis—Short-Term Incentive Compensation.”

 

(2)

The exercise price of the stock options is the closing price of the Company’s Class A common stock on the date of grant.

 

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Outstanding Equity Awards at December 31, 2024

The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.

 

 

 

   

 

    Option Awards     Stock Awards  

Name

  Grant Date     Grant Type  

Number of

Securities

Underlying

Unexercised

Options—

exercisable

(#)

   

Number of

Securities

Underlying

Unexercised

Options—

unexercisable

(#)

   

Option
Exercise
Price

($)

    Option
Expiration
Date
   

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)

   

Market Value

of Shares or

Units of

Stock That

Have Not

Vested

($)(18)

 

Whitney Wolfe Herd

    5/28/2024 (1)    Options           360,855       11.56       5/28/2034      

 

 

 

 

 

   

 

 

 

 

 

    5/28/2024 (2)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    223,424       1,818,671  

 

    3/14/2023 (3)    Options     94,888       122,001       19.68       3/14/2033      

 

 

 

 

 

   

 

 

 

 

 

 

    3/14/2023 (4)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    93,347       759,845  

 

    1/29/2020 (5)    Exit Vesting Incentive Units    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    458,448        
 

 

    1/29/2020 (6)    Time Vesting Incentive Units    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    707,319        

Lidiane Jones

    1/2/2024 (7)    Options    

 

 

 

 

 

    1,207,226       14.50       1/2/2034      

 

 

 

 

 

     
 

 

    1/2/2024 (8)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    748,351       6,091,577  

Anuradha B. Subramanian

    5/28/2024 (9)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    145,226       1,182,140  
    3/14/2023 (3)    Options     46,179       59,374       19.68       3/14/2033      

 

 

 

 

 

     

 

    3/14/2023 (4)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    45,429       369,792  

 

    5/13/2022 (10)    Options     126,561       57,529       25.54       5/13/2032      

 

 

 

 

 

     

 

    5/13/2022 (11)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    16,772       136,524  

 

    9/21/2020 (5)    Exit Vesting Incentive Units    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    46,624        
 

 

    9/21/2020 (6)    Time Vesting Incentive Units    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    71,930        

Elizabeth Monteleone

    6/14/2024 (12)    Options    

 

 

 

 

 

    135,957       10.75       6/14/2034      

 

 

 

 

 

     
    6/14/2024 (13)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    86,465       703,825  

 

    2/10/2023 (14)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    5,957       48,490  

 

    1/29/2022 (15)    RSUs    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    2,460       20,024  

 

    2/10/2021 (16)    Options     2,772       923       43.00       2/10/2031      

 

 

 

 

 

     
 

 

    6/19/2020 (17)    RSA    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

    3,583       29,166  

Laura Franco(17)

    11/02/2020 (5)    Exit Vesting Incentive Units    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

           
 

 

    11/02/2020 (6)    Time Vesting Incentive Units    

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

           

 

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EXECUTIVE COMPENSATION

 

(1)

Each option award reflected in the table with a May 28, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028.

 

(2)

For Ms. Wolfe Herd, the RSU award reflected in the table with a May 28, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028.

 

(3)

Each option award reflected in the table with a March 14, 2023 grant date is scheduled to vest 25% on February 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on February 10, 2027.

 

(4)

Each RSU award reflected in the table with a March 14, 2023 grant date is scheduled to vest 25% on February 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on February 10, 2027.

 

(5)

The Exit-Vesting Incentive Units vest in 36 equal monthly installments, with the first installment vesting on August 29, 2022, or, if earlier, on the achievement of the specified performance thresholds subject in each case to the executive’s continued employment or service through the applicable vesting date. The specified performance thresholds for the Exit-Vesting Incentive Units are as follows: (i) one-third of the Exit-Vesting Incentive Units vest when and if affiliates of Blackstone receive cash proceeds (or, solely with respect to Ms. Wolfe Herd’s Incentive Units, marketable securities) in respect of their common equity in the Company and its subsidiaries equal to (x) a 2.5x multiple on its investment and (y) a 17.5% annualized internal rate of return on its investment; (ii) one-third of the Exit-Vesting Incentive Units vest when and if affiliates of Blackstone receive cash proceeds (or, solely with respect to Ms. Wolfe Herd’s Incentive Units, marketable securities) in respect of their common equity in the Company and its subsidiaries equal to (x) a 3.0x multiple on its investment and (y) a 17.5% annualized internal rate of return on its investment; and one-third of the Exit-Vesting Incentive Units vest when and if affiliates of Blackstone receive cash proceeds (or solely with respect to Ms. Wolfe Herd’s Incentive Units, marketable securities) in respect of their common equity in the Company and its subsidiaries equal to (x) a 3.5x multiple on its investment and (y) a 17.5% annualized internal rate of return on its investment.

 

(6)

The Time-Vesting Incentive Units vest as to 20% of such units on each of the first five anniversaries of the applicable vesting reference date. The vesting reference date for Ms. Wolfe Herd’s Incentive Units is January 29, 2020; and the vesting reference date for Ms. Subramanian’s Incentive Units is September 21, 2020.

 

(7)

The option award reflected in the table with a January 2, 2024 grant date is scheduled to vest 25% on January 2, 2025 and then in equal annual installments thereafter such that the award is fully vested on January 2, 2028.

 

(8)

The RSU award reflected in the table with a January 2, 2024 grant date is scheduled to vest 25% on January 2, 2025 and then in equal annual installments thereafter such that the award is fully vested on January 2, 2028.

 

(9)

For Ms. Subramanian, the RSU award reflected in the table with a May 28, 2024 grant date vested 6.25% on June 10, 2024 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028.

 

(10)

Each option award reflected in the table with a May 13, 2022 grant date vested 25% on March 29, 2023 and then in equal quarterly installments thereafter such that the award is fully vested on March 29, 2026.

 

(11)

Each RSU award reflected in the table with a May 13, 2022 grant date vested 25% on March 29, 2023 and then in equal quarterly installments thereafter such that the award is fully vested on March 29, 2026.

 

(12)

The option award reflected in the table with a June 14, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028.

 

(13)

The RSU award reflected in the table with a June 14, 2024 grant date is scheduled to vest 25% on March 10, 2025 and then in equal quarterly installments thereafter such that the award is fully vested on March 10, 2028.

 

(14)

Each RSU award reflected in the table with a February 10, 2023 grant date vested 25% on February 10, 2024, then 2% monthly installments through August 10, 2024, and then approximately 6% in quarterly installments thereafter such that the award is fully vested on December 10, 2026.

 

(15)

Each RSU award reflected in the table with a January 29, 2022 grant date vested 25% on January 29, 2023, and then 2% monthly installments through May 29, 2024, and then approximately 6% in equal quarterly installments thereafter such that the award is fully vested on December 29, 2025.

 

(16)

Each option award reflected in the table with a February 10, 2021 grant date vested 25% on February 10, 2022 and then in equal annual installments thereafter such that the award is fully vested on February 10, 2025.

 

(17)

Each RSA award reflected in the table with a June 19, 2020 grant date vested 20% on January 29, 2021, and then in equal annual installments thereafter such that the award is fully vested on January 29, 2025.

 

(18)

Value with respect to the Incentive Units was determined based on the difference between the December 31, 2024 closing market price of our Class A common stock of $8.14 per share and the applicable distribution threshold.

 

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EXECUTIVE COMPENSATION

 

Option Exercises and Stock Vested in 2024

 

 

 

Stock Awards

Name

Number of
Shares Acquired
on Vesting (#)(1)
Value Realized
on Vesting ($)(2)

Whitney Wolfe Herd

  1,565,827   2,909,748

Lidiane Jones

   

Anuradha B. Subramanian

  234,116   817,516

Elizabeth Monteleone

  9,084   95,344

Laura Franco

  35,977   396,687

 

(1)

For Ms. Wolfe Herd, represents 1,493,226 Incentive Units and 72,603 RSUs that vested in 2024; for Ms. Subramanian, represents 82,263 RSUs and 151,853 Incentive Units that vested in 2024; for Ms. Monteleone, represents 9,084 RSUs that vested in 2024; and for Ms. Franco, represents 6,106 Incentive Units and 29,871 RSUs that vested in 2024.

 

(2)

Value for Incentive Units was determined by the difference between the closing market price of our Class A common stock on the applicable vesting date and the applicable distribution threshold. Once an Incentive Unit vests, it is eligible to be converted for Common Units, which Common Units are eligible for exchange for shares of our Class A common stock upon the NEO’s election. During 2024, no NEO converted Incentive Units for Common Units and no NEO converted Common Units into shares of our Class A common stock.

 

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EXECUTIVE COMPENSATION

 

Potential Payments upon Termination or Change in Control

The following table sets forth the estimated incremental payments and benefits that would have been payable to our NEOs upon termination of employment and/or in connection with a change in control, assuming that the triggering event occurred on December 31, 2024. Due to the number of factors that affect the nature and amount of any potential payments or benefits, actual payments and benefits may differ from those presented in the table below.

 

  

 

   Payment Scenario    Cash Salary
Severance
($)(1)
     Cash Bonus
Severance
($)(2)
     Equity with
Accelerated
Vesting
($)(3)(4)(5)(6)
     Continued
Health
Benefits
($)(7)
    

Total

($)

 

Whitney Wolfe Herd

   Termination Without Cause or for Good Reason      650,000        450,000        0        13,471        1,113,471  

 

   Termination Without Cause or for Good Reason following Change in Control      650,000        450,000        2,578,516        13,471        3,691,987  

 

   Death or Disability                                   
 

 

   Change in Control(8)                    0                

Lidiane Jones

   Termination Without Cause or for Good Reason      650,000        455,000        3,045,785        7,747        4,158,532  

 

   Termination Without Cause or for Good Reason following Change in Control      650,000        455,000        6,091,577        7,747        7,204,324  
 

 

   Death or Disability                                   

Anuradha B. Subramanian

   Termination Without Cause or for Good Reason      480,000                      15,163        495,163  

 

   Termination Without Cause or for Good Reason following Change in Control      480,000               1,688,456        15,163        2,183,619  
 

 

   Death or Disability                                   

Elizabeth Monteleone

   Termination Without Cause or for Good Reason      400,000                      6,466        406,466  

 

   Termination Without Cause or for Good Reason following Change in Control      400,000               801,505        6,466        1,207,971  
 

 

   Death or Disability                                   

Laura Franco

   Termination Without Cause or for Good Reason                                   

 

   Termination Without Cause or for Good Reason following Change in Control                                   
 

 

   Death or Disability                                   

 

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EXECUTIVE COMPENSATION

 

(1)

“Cash Salary Severance” represents, for Mses. Wolfe Herd, Jones, Subramanian and Monteleone, 12 months of base salary payable over 12 months.

 

(2)

With respect to a December 31, 2024 termination date, bonuses for 2024 which would have been earned by the named executive officers (as set forth in the Summary Compensation Table under Non-Equity Incentive Plan Compensation) are not included as “Cash Bonus Severance.” Such amounts are $187,740, $189,826, $160,205 and $67,639 for Mses. Wolfe Herd, Jones, Subramanian and Monteleone, respectively. For Ms. Wolfe Herd, the cash payment in the table represents an amount equal to her target bonus, payable within 60 days following her termination. Ms. Wolfe Herd would receive the amount in the table plus the earned bonus (as set forth in the Summary Compensation Table under Non-Equity Incentive Plan Compensation, found in the “Executive Compensation” section of this Proxy Statement) in the event of a termination without “cause” or a resignation for “good reason” on December 31, 2024.

 

(3)

Represents, for Ms. Wolfe Herd (i) in the event of a termination without “cause” or her resignation for “good reason” prior to a change in control, an additional 20% of her Time-Vesting Incentive Units accelerating and becoming vested upon such termination of employment (and, in addition, her Exit-Vesting Incentive Units will remain eligible to vest for 180 days following such termination of employment); and (ii) in the event of a change in control (including termination of employment without “cause” or resignation for “good reason” on such change in control), full acceleration and vesting of outstanding stock options, RSUs, Time-Vesting Incentive Units and Exit-Vesting Incentive Units, assuming all performance conditions are satisfied in full. The value with respect to the Incentive Units was determined based on the difference between the December 31, 2024 closing market price of our Class A common stock of $8.14 per share and the applicable distribution threshold.

 

(4)

Represents, for Ms. Jones, (i) in the event of a termination without “cause” or her resignation for “good reason” prior to a change in control, two tranches of outstanding stock options and RSUs accelerating and becoming vested upon termination of employment; and (ii) full acceleration and vesting of stock options and RSUs in the case of a termination without “cause” or a resignation with “good reason” following a change in control.

 

(5)

Represents, for Ms. Subramanian, (i) full acceleration and vesting of Time-Vesting Incentive Units, in the case of her termination of employment without cause or for her resignation for “good reason” following a change in control and full acceleration and vesting of Exit-Vesting Incentive Units, assuming all performance conditions are satisfied in full and (ii) full acceleration and vesting of outstanding stock options and RSUs in the case of a termination without “cause” or a resignation with “good reason” following a change in control.

 

(6)

Represents, for Ms. Monteleone, full acceleration and vesting of outstanding stock options, RSUs, and Restricted Stock in the case of a termination without “cause” or a resignation with “good reason” following a change in control.

 

(7)

Amounts reflect the Company’s cost of providing continued health insurance benefits coverage as provided in the respective executive’s employment agreements, as described below.

 

(8)

Represents full acceleration of Time-Vesting Incentive Units upon a change in control. Value with respect to the Incentive Units was determined based on the difference between the December 31, 2024 closing market price of our Class A common stock of $8.14 per share and the applicable distribution threshold.

Severance Arrangements

Ms. Wolfe Herd. Pursuant to the terms of the Wolfe Herd agreement, if Ms. Wolfe Herd’s employment is terminated (i) by us without “cause” (as defined in the Wolfe Herd agreement) and not due to her death or disability or (ii) for “good reason” (as defined in the Wolfe Herd agreement) by Ms. Wolfe Herd, Ms. Wolfe Herd will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus):

 

 

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months;

 

 

an amount equal to the target bonus for the year of termination of employment, payable within 60 days following such termination of employment; and

 

 

if Ms. Wolfe Herd timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which Ms. Wolfe Herd becomes eligible for medical and/or dental coverage from a subsequent employer.

In addition, upon a termination of Ms. Wolfe Herd’s employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), Ms. Wolfe Herd will be entitled to a pro-rated bonus for the year of termination of employment, based on actual performance and paid no later than two and one-half months after the end of the applicable performance period, which we refer to as the pro-rated bonus.

 

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EXECUTIVE COMPENSATION

 

Our obligation to provide the severance payments and benefits are contingent upon Ms. Wolfe Herd’s execution and non-revocation of a release of claims and Ms. Wolfe Herd’s continued compliance, in all material respects, with any existing non-competition, non-solicitation and confidentiality agreements with us.

Ms. Jones. On January 13, 2025, Ms. Jones notified the Company of her decision to resign (without “good reason”), effective as of March 16, 2025. Ms. Jones remained employed by the Company during a transition period which ended on April 13, 2025. Because Ms. Jones was still serving as a named executive officer at the end of the Company’s last completed fiscal year, the narrative that follows relates to what Ms. Jones would have received assuming a termination on December 31, 2024. However, Ms. Jones received only her vested and accrued rights and benefits through her termination date and no further payments or benefits.

Pursuant to the terms of the Jones agreement, if Ms. Jones’ employment is terminated (i) by us without “cause” (as defined in the applicable agreement) and not due to her death or disability or (ii) terminated for “good reason” (as defined in the applicable agreement) by Ms. Jones, Ms. Jones will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior performance period bonus):

 

 

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months;

 

 

an amount equal to 100% of the Target Bonus then in effect, payable in equal monthly installments over 12 months;

 

 

the pro-rated bonus;

 

 

if the executive timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which the executive becomes eligible for medical and/or dental coverage from a subsequent employer; and

 

 

in the event Executive’s employment is terminated prior to January 2, 2025, the portion of sign on options and restricted stock units that were scheduled to vest in the 24-month period immediately following such termination shall become fully vested.

In addition, upon a termination of Ms. Jones’ employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), the executive will be entitled to the pro-rated bonus.

Our obligation to provide the severance payments and benefits listed above are contingent upon the executive’s execution and non-revocation of a release of claims and the executive’s continued compliance with any existing non-competition, non-solicitation and confidentiality agreements with us.

Ms. Subramanian. On November 25, 2024, Ms. Subramanian notified the Company of her decision to resign (without “good reason”), effective as of March 14, 2025. Because Ms. Subramanian was still serving as a named executive officer at the end of the Company’s last completed fiscal year, the narrative that follows relates to what Ms. Subramanian would have received assuming a termination on December 31, 2024. However, Ms. Subramanian received only her vested and accrued rights and benefits through her resignation date of March 14, 2025 and no further payments or benefits.

Pursuant to the terms of each of the Subramanian agreement, if Ms. Subramanian’s employment is terminated (i) by us without “cause” (as defined in the applicable agreement) and not due to her death or disability or (ii) terminated for “good reason” (as defined in the applicable agreement) by the executive, the executive will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior performance period bonus):

 

 

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months;

 

 

the pro-rated bonus; and

 

 

if the executive timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which the executive becomes eligible for medical and/or dental coverage from a subsequent employer.

 

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EXECUTIVE COMPENSATION

 

In addition, upon a termination of Ms. Subramanian’s employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), the executive will be entitled to the pro-rated bonus.

Our obligation to provide the severance payments and benefits listed above are contingent upon the executive’s execution and non-revocation of a release of claims and the executive’s continued compliance with any existing non-competition, non-solicitation and confidentiality agreements with us.

Ms. Monteleone. On March 31, 2025, the Company and Ms. Monteleone mutually agreed to Ms. Monteleone’s resignation, effective April 11, 2025, pursuant to which Ms. Monteleone would receive the severance payments and benefits consistent with a resignation with “good reason” within the meaning of Ms. Monteleone’s employment agreement. Because Ms. Monteleone was still serving as a named executive officer at the end of the Company’s last completed fiscal year, the narrative that follows relates to what Ms. Monteleone would have received assuming a termination on December 31, 2024. However, as described above, Ms. Monteleone received the severance benefits and payments consistent with a resignation with “good reason” in connection with her resignation.

Pursuant to the terms of the Monteleone agreement, if Ms. Monteleone’s employment is terminated (i) by us without “cause” (as defined in the applicable agreement) and not due to her death or disability or (ii) terminated for “good reason” (as defined in the applicable agreement) by the executive, the executive will be entitled to receive the following severance payments and benefits, in addition to certain accrued obligations (including any earned but unpaid prior performance period bonus):

 

 

an amount equal to 12 months’ base salary, payable in equal monthly installments over 12 months;

 

 

the pro-rated bonus; and

 

 

if the executive timely elects continued coverage under COBRA, continued medical and dental coverage, at active employee rates, for up to 12 months following termination of employment or, if earlier, until the date on which the executive becomes eligible for medical and/or dental coverage from a subsequent employer.

In addition, upon a termination of the executive’s employment due to her death or as a result of her disability, in addition to certain accrued obligations (including any earned but unpaid prior year annual bonus), the executive will be entitled to the pro-rated bonus.

Our obligation to provide the severance payments and benefits listed above are contingent upon the executive’s execution and non-revocation of a release of claims and the executive’s continued compliance with any existing non-competition, non-solicitation and confidentiality agreements with us.

Ms. Franco. Per SEC rules, because Ms. Franco was not serving as a named executive officer of the Company at the end of the last completed fiscal year, the disclosure for Ms. Franco applies only to her resignation. On February 16, 2024, Ms. Franco resigned from employment and she received only her vested and accrued rights and benefits through her resignation date and no further payments or benefits.

Equity Awards

Treatment of Incentive Units Upon a Termination without “cause” or by executive for “good reason”

Ms. Wolfe Herd. In the event that Ms. Wolfe Herd’s employment is terminated by us without “cause” or by Ms. Wolfe Herd for “good reason” (each as defined in the Wolfe Herd agreement), an additional 20% of the Time-Vesting Incentive Units will become vested upon such termination of employment. Furthermore, the Exit-Vesting Incentive Units will remain eligible to vest for 180 days following termination of employment if the applicable exit-vesting criteria discussed above under “—Outstanding Equity Awards at December 31, 2024” is satisfied during such 180-day period (including upon a change in control event that occurs during such period, as described below).

Ms. Subramanian. There is no additional vesting with respect to the Incentive Units held by Ms. Subramanian upon a termination of employment by us without “cause” or by Ms. Subramanian for “good reason” (other than as set forth below following a change in control event, as applicable).

 

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EXECUTIVE COMPENSATION

 

Change in Control

Ms. Wolfe Herd. If a change in control (generally defined to include the acquisition of a majority of Bumble Holdings and its subsidiaries by a third party) occurs while Ms. Wolfe Herd is employed or providing services, all unvested Time-Vesting Incentive Units will become fully vested on an accelerated basis. Furthermore, the Exit-Vesting Incentive Units will vest to the extent the applicable vesting criteria discussed above under “—Outstanding Equity Awards at December 31, 2024” is satisfied in connection with such change-in-control event. This award is no longer outstanding as of this Proxy Statement date. Any such Exit-Vesting Incentive Units that do not vest in connection with the change-in-control event will remain outstanding and eligible to vest in connection with the receipt by affiliates of Blackstone of cash or marketable securities (as determined in accordance with Ms. Wolfe Herd’s Incentive Unit award agreement) in respect of its investment prior to Ms. Wolfe Herd’s termination of employment with us or, if applicable, during the 180-day period following termination of employment by us without “cause” or by Ms. Wolfe Herd for “good reason.”

Mses. Jones, Subramanian and Monteleone. If a change in control occurs while either of Mses. Jones, Subramanian or Monteleone is employed or providing services, and, within the two-year period following such change-in-control event, the employment of such executive is terminated by us (or a successor) without “cause,” or the executive resigns her employment for “good reason,” then unvested option awards, unvested RSUs, and unvested Restricted Stock (in the case of Ms. Monteleone) will become vested upon such termination of employment. In addition, for Ms. Subramanian, all then-unvested outstanding Time-Vesting Incentive Units (or substitute equity or consideration of a successor or its affiliate, as applicable), and outstanding Exit-Vesting Incentive Units will vest to the extent the applicable vesting criteria discussed above under “Outstanding Equity Awards at December 31, 2024” is satisfied in connection with such change in control event.

Equity Compensation Plan Information

In connection with our IPO, all Class B Units were either converted to Incentive Units, restricted shares of Class A common stock or vested shares of our Class A common stock and all Phantom Class B Units of Buzz Management Aggregator L.P. were converted into RSUs in respect of a number of shares of our Class A common stock. In addition, Class B unitholders whose units were not converted to Incentive Units and all Phantom Class B unitholders were granted options to purchase shares of Class A common stock under our Omnibus Incentive Plan.

The following table sets forth information as of December 31, 2024 regarding the Company’s equity compensation plans, giving effect to the conversion described above. The only plans pursuant to which the Company may currently make additional equity grants or issue equity compensation are the Omnibus Incentive Plan and the Employee Stock Purchase Plan.

 

Plan Category

  Number of
Securities to be
Issued Upon
Exercise
of Outstanding
Options, Warrants
and Rights
(a)
  Weighted Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(b)
  Number of 
Securities Remaining 
Available for Future 
Issuance Under 
Equity 
Compensation 
Plans (Excluding 
Securities Reflected 
in Column (a)) 
(c)  

Equity compensation plans approved by security holders:

     

 

 

 

 

 

                   

Omnibus Incentive Plan

      12,277,179 (1)      $ 17.82 (2)        22,208,197 (3) 
       

Employee Stock Purchase Plan

            N/A       4,500,000 (4) 
       

Equity compensation plans not approved by security holders:

                 

Total:

      12,277,179      

 

 

 

 

 

      26,708,197

 

(1)

Total includes stock options, RSUs and Incentive Units. With respect to Incentive Units, the amount in the table includes shares of Class A common stock that would be issuable upon the exchange of an equivalent number of Common Units into which outstanding Incentive Units on December 31, 2024 would be convertible based on our closing price of $8.14 per share.

 

(2)

The weighted average exercise price relates only to stock options. The calculation of the weighted average exercise price does not include outstanding equity awards that are received or exercised for no consideration.

 

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EXECUTIVE COMPENSATION

 

(3)

These shares are available for grant as of December 31, 2024 under the Omnibus Incentive Plan pursuant to which we may make various stock-based awards including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, RSUs, Common Units, Incentive Units, performance awards and other stock-based or stock-denominated awards with respect to the Company’s Class A common stock. The aggregate number of shares of Class A common stock covered by the Omnibus Incentive Plan is increased on the first day of each fiscal year during its term by the number of shares of Class A common stock in an amount equal to the least of (x) 12,000,000 shares of Class A common stock, (y) 5% of the total number of shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year, and (z) a lower number of shares of Class A common stock as determined by the Board. Effective January 1, 2025, an additional 5,355,382 shares of Class A common stock, equal to 5% of the total number of Class A common stock outstanding as of December 31, 2024 became available to grant under the Omnibus Incentive Plan.

 

(4)

These shares are reserved for issuance under our Employee Stock Purchase Plan. No offering periods will commence under the Employee Stock Purchase Plan until such time and subject to such terms and conditions as may be determined by the Compensation Committee of our Board.

 

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Table of Contents
 
EXECUTIVE COMPENSATION
 
CEO Pay Ratio
For fiscal year 2024, the annual total compensation for the median employee of the Company, other than our CEO, was $124,280. During fiscal year 2024, Ms. Wolfe Herd served as CEO until January 1, 2024, and Ms. Jones served thereafter. Pursuant to the Pay Ratio Rules, in the event a company has multiple individuals serving as CEO during the applicable fiscal year, it is permissible to calculate the CEO pay ratio based on the annualized compensation of the individual serving as the CEO on the median employee identification date. As noted above, Ms. Lidiane was appointed our CEO effective January 2, 2024 and served in such capacity through December 31, 2024, the date on which we identified our median employee for purposes of calculating the CEO pay ratio for 2024. As such, for purposes of the CEO pay ratio calculation, given that Ms. Lidiane did not commence employment until January 2, 2024, we annualized certain elements of her compensation, including base salary and
non-equity
incentive plan compensation. All other components of compensation are the same amounts as disclosed in the Summary Compensation Table. Ms. Jones’ total annual compensation for the purposes of this calculation was $23,505,617. Based on this information, for fiscal year 2024 our CEO pay ratio was 189:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation
S-K.
To identify our median employee, we used the following methodology:
 
 
To determine our total population of employees, we included all full-time, part-time, and temporary employees as of December 31, 2024. We did not exclude any
non-U.S.
employees.
 
 
We determined our median compensated employee by using a ‘total direct compensation’ measure consisting of: (i) fiscal year 2024 base salary or hourly wages, including overtime pay, (ii) bonuses and commission payable for fiscal year 2024, and (iii) grant date fair value, determined in accordance with ASC 718, of any equity awards granted in fiscal year 2024.
 
 
We annualized the base pay of any part-time or full-time employees who were employed by us for less than the full year.
 
 
Payments made in foreign currencies were converted to U.S. dollars using
12-month
average exchange rates for the year.
Although we identified a new median employee for 2024, our calculation methodology for 2024 was the same methodology used
to
calculate our 2023 CEO pay ratio.
Pay Versus Performance
The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other named executive officers for the fiscal year 2024. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K
(“Item 402(v)”), the amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to
Non-CEO
NEOs” have been calculated in a manner consistent with Item 402(v). Footnotes (2) and (4) below set forth the adjustments from the total compensation for each NEO reported in the Summary Compensation Table (“SCT”) above. They do not reflect the actual amount of compensation earned by or paid to our
non-CEO
NEOs during the applicable year. For information regarding the
non-CEO
NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement and the Executive Compensation section of our 2024, 2023 and 2022 Proxy Statements, as applicable.
 
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EXECUTIVE COMPENSATION
 
Pay Versus Performance Table
The following table provides summary information concerning pay versus performance for our CEO and
non-CEO
NEOs for the years ended December 31, 2024, 2023, 2022 and 2021.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Value of Initial Fixed
$100 investment based
on:
 
 
 
 
Year
Summary
Compensation
Table Total for
CEO 1
($)
(1)
Summary
Compensation
Table Total for
CEO 2
($)
(2)
Compensation
Actually Paid
to CEO 1
($)
(3)
Compensation
Actually Paid
to CEO 2
($)
(3)
Average Summary
Compensation
Table Total for
Non-CEO NEOs

($)
(4)
Average
Compensation
Actually Paid to
Non-CEO NEOs

($)
(5)(6)
Total
Stockholder
Return
($)
(7)
Index
Total
Stockholder
Return
($)
(8)
Net Income
($ Millions)
(9)
Total
Revenue

($ Millions)
(10)
2024
  6,045,649   23,503,322   (6,543,959 )   12,083,906   1,736,641   (624,840 )   11.58   91.21   (768.4 )   1,071.6
2023
  7,031,795   N/A   (15,584,729 )   N/A   4,576,451   (5,182,198 )   20.96   70.41   (1.9 )   1,051.8
2022
  16,234,030   N/A   (41,123,355 )   N/A   7,707,501   (2,765,959 )   29.94   49.12   (114.1 )   903.5
2021
  1,125,200   N/A   75,084,565   N/A   956,913   16,653,709   48.16   93.68   281.7   760.9
 
(1)
Reflects compensation amounts reported in the “Summary Compensation Table” for Whitney Wolfe Herd, our CEO as of March 17, 2025 and who previously served as our CEO prior to January 2, 2024, for the respective years shown.
 
(2)
Reflects compensation amounts reported in the “Summary Compensation Table” for Lidiane Jones, who served as our CEO from January 2, 2024 until March 17, 2025.
 
(3)
Compensation actually paid (“CAP”) to our CEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
 
Year
2024
2024
CEO
Whitney
Wolfe Herd
Lidiane
Jones
SCT Total Compensation ($)
  6,045,649   23,503,322
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
  (5,194,110 )   (21,651,778 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
  3,245,176   10,232,362
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
  (5,865,383 )  
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
  (4,775,291 )  
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
   
Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($)
   
Compensation Actually Paid ($)
  (6,543,959 )   12,083,906
 
(4)
The following
non-CEO
named executive officers are included in the average figures shown below:
 
2024: Anuradha B. Subramanian (Chief Financial Officer), Elizabeth Monteleone (Chief Legal Officer) and Laura Franco (Former Chief Legal and Compliance Officer)
 
2023: Tariq M. Shaukat (President), Anuradha B. Subramanian (Chief Financial Officer) and Laura Franco (Chief Legal and Compliance Officer)
 
2022: Tariq M. Shaukat (President), Anuradha B. Subramanian (Chief Financial Officer) and Laura Franco (Chief Legal and Compliance Officer)
 
2021: Tariq M. Shaukat (President) and Anuradha B. Subramanian (Chief Financial Officer)
 
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EXECUTIVE COMPENSATION
 
(5)
Average CAP for our
non-CEO
NEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
 
Year
2024
Non-CEO
NEOs
See note
(4)
SCT Total Compensation ($)
  1,736,641
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
  (1,300,970 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
  814,831
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
  (460,733 )
Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
  96,629
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
  (419,483 )
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
  (1,091,755 )
Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($)
 
Compensation Actually Paid ($)
  (624,840 )
 
(6)
CAP, as required under SEC rules, reflects adjustments to unvested and vested equity awards during the years shown in the table based on year-end (or vesting date) accounting valuations. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant decrease to 2024, 2023 and 2022 CAP).
The valuation methodology for Exit-Vesting Incentive Unit fair values is calculated based on the Monte Carlo pricing model (or the stock price in the case of a vesting date value).
As of the measurement date, adjustments to the fair values have been made using the stock price as of the measurement date and updated assumptions (i.e., expected time to liquidity event, volatility, dividend yield, risk free interest rates).
The weighted-average assumptions the Company used in the Monte Carlo model for the modified Exit-Vesting Incentive Units are as follows:
 
Date
Dividend
Yield
Expected
Volatility
Risk-Free
Interest Rate
Expected Time to
Liquidity Event (Years)
12/31/2021
    60%     0.47%     1.3
7/15/2022
    60%     2.1% to 3.1%     1.0
12/31/2022
    75%     4.1% to 4.7%     1.0
12/31/2023
    50%     4.4% to 5.5%     0.75
12/31/2024
    60%     4.2% to 4.4%     0.75
On July 15, 2022 (the “Modification Date”), the Exit-Vesting Incentive Units were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award. Incremental expense associated with the modification of the Exit-Vesting Incentive Units for the CEO was $15.0 million and average incremental expense associated with this modification for
Non-CEO
NEOs was $2.2 million. These amounts are expected to be recognized over a period of 3.0 years and is disclosed in the Summary Compensation Table. If the performance conditions are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting Incentive Units and the associated stock-based compensation will be accelerated pursuant to the terms of the award agreements. The fair value of the Exit-Vesting Incentive Units as of the date of any vesting date since the Modification Date is based on the Company’s stock price as of such vesting date.
 
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EXECUTIVE COMPENSATION
 
Incremental expense for the modified Exit-Vesting Incentive Units was based on the Modification Date fair value of modified Exit-Vesting Incentive Units. The Modification Date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted above.
The valuation methodology for Time-Vesting Incentive Unit and stock option fair values is calculated based on the Black-Scholes option pricing model as of the dates below. As of each measurement date, adjustments to the fair values have been made using the stock price as of the dates below and updated assumptions (i.e., expected life, volatility, dividend yield, risk free interest rates) as of the measurement date.
The assumptions the Company used in the Black-Scholes model for the Time-Vesting Incentive Units at each measurement date are as follows:
 
Date
  
Dividend
Yield
  
Expected
Volatility
  
Risk-Free
Interest Rate
  
Expected Life
(Years)
12/31/2021
      55% to 60%    0.1% to 1.1%    0.1 to 3.8
12/31/2022
      75%    4.1% to 4.7%    0.1 to 2.8
12/31/2023
      50%    4.3% to 5.5%    0.1 to 1.8
12/31/2024
      55% to 60%    4.2% to 4.4%    0.1 to 0.7
The assumptions the Company used in the Black-Scholes model for the stock options at each measurement date are as follows:
 
Date
  
Dividend
Yield
  
Expected
Volatility
  
Risk-Free

Interest Rate
  
Expected Life
(Years)
12/31/2022
      55%    3.9% to 4.0%    4.8 to 6.3
12/31/2023
      55%    3.9%    3.8 to 4.2
12/31/2024
      60%    4.2% to 4.4%    3.1 to 6.3
Time-vesting RSU fair values are calculated using the stock price. The value of the Time-Vesting Incentive Units as of the date of any vesting date is based on the Company’s stock price as of such vesting date. Adjustments have been made using the stock price as of
year-end.
 
(7)
For the relevant fiscal year, represents the cumulative total stockholder return (“TSR”) of Bumble for the measurement periods ending on December 31, 2024, 2023, 2022 and from February 10, 2021 to December 31, 2021.
 
(8)
For the relevant fiscal year, represents the cumulative TSR of the Nasdaq CTA Internet Index (the “Index”) for the measurement periods ending on December 31 of each of 2024, 2023, 2022 and 2021, respectively. The Nasdaq CTA Internet Index is the same index we use in our performance graph in the Company’s Annual Reports on Form
10-K
for the year ended December 31, 2024.
 
(9)
Reflects “Net earnings (loss)” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form
10-K
for each of the years ended December 31, 2024, 2023, 2022 and 2021.
 
(10)
Reflects “Revenue” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form
10-K
for each of the years ended December 31, 2024, 2023, 2022 and 2021.
 
  68   2025 Proxy Statement
 
 

 
EXECUTIVE COMPENSATION
 
Narrative Disclosure to Pay Versus Performance Table
Relationship between Financial Performance Measures
The graphs below compare (i) the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) the Index TSR, (iv) our Net Income, and (v) our Total Revenue, in each case, for the years ended December 31, 2024, 2023, 2022 and 2021.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
 
 
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EXECUTIVE COMPENSATION
 
LOGO
 
 
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EXECUTIVE COMPENSATION
 
Pay Versus Performance Tabular List
Identified in accordance with the requirements of Item 402(v)(6), the following performance measures, presented in no particular order, represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2024:
 
 
Total Revenue;
 
 
Paying Users; and
 
 
Adjusted EBITDA Margin.
The Compensation Committee has not historically and does not currently evaluate CAP as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial or
non-financial
performance measures specifically to link NEO CAP to Company performance.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
 
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Table of Contents
 Ownership of Securities
  

 

The following table sets forth information regarding the beneficial ownership of shares of our Class A common stock and of Common Units, as of April 7, 2025, by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Bumble Inc., (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group.

The percentage of beneficial ownership of (1) Class A common stock is based upon 103,230,596 shares issued and outstanding and (2) Common Units is based upon 149,440,316 Common Units outstanding (including 103,230,596 Common Units held directly or indirectly by the Company), in each case as of April 7, 2025.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of Class A common stock and/or Common Units, as applicable, issuable pursuant to the exchange of Common Units, conversion of vested Incentive Units, or otherwise are either immediately exchangeable or convertible within 60 days of April 7, 2025. These securities are deemed to be outstanding and beneficially owned by the person holding those Common Units or Incentive Units, as applicable, for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all securities shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons listed in the table is c/o Bumble Inc., 1105 West 41st Street, Austin, Texas 78756.

 

 

 

   Class A Common Stock
Beneficially Owned(1)
   Common Units
Beneficially Owned(1)
   Combined 
Voting 
Power(2)

Name of Beneficial Owner

   Number    Percentage    Number    Percentage    Percentage 

Parties to our Stockholders Agreement as a group

       31,042,819        30.1 %        46,192,185        30.9 %        91.4 % 

Blackstone(3)

       30,116,110        29.2 %        23,961,274        16.0 %        64.7 % 

Whitney Wolfe Herd(4)

       926,709        *        22,230,911        14.9 %        26.7 % 

Ann Mather(5)

       29,030        *                      *

R. Lynn Atchison(6)

       36,522        *                      *

Martin Brand

                                  

Matthew S. Bromberg(7)

       36,522        *                      *

Amy M. Griffin(8)

       189,222        *                      *

Sissie L. Hsiao(9)

       29,742        *                      *

Jonathan C. Korngold

                                  

Elisa A. Steele(10)

       60,970        *                      *

Pamela A. Thomas-Graham(11)

       43,057        *                      *

Elizabeth Monteleone(12)

       93,302        *                      *

Lidiane S. Jones(13)

       423,596        *                      *

Anuradha B. Subramanian(14)

       243,417        *                      *

Laura Franco(15)

       27,524        *                      *

Current directors and executive officers as a group (12 persons)(16)

       1,445,076        1.4 %        22,230,911        14.9 %        26.8 % 

 

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OWNERSHIP OF SECURITIES

 

 

 

   Class A Common Stock
Beneficially Owned(1)
   Common Units Beneficially
Owned(1)
   Combined 
Voting 
Power(2)

Name of Beneficial Owner

   Number    Percentage    Number    Percentage    Percentage 

Other 5% Stockholders:

      

 

 

 

 

 

      

 

 

 

 

 

      

 

 

 

 

 

      

 

 

 

 

 

      

 

 

 

 

 

The Vanguard Group(17)

       10,208,851        9.9 %                      1.2 % 

BlackRock, Inc.(18)

       9,915,582        9.6 %                      1.2 % 

Ameriprise Financial, Inc.(19)

       6,382,493        6.2 %                      *

 

*

Represents less than 1%.

 

(1)

Subject to the terms of the exchange agreement, the Common Units are exchangeable for shares of our Class A common stock on a one-for-one basis. See “Transactions With Related Persons—Exchange Agreement.” Beneficial ownership of Common Units reflected in this table has not also been reflected as beneficial ownership of shares of our Class A common stock for which such units may be exchanged. In calculating the percentage of Common Units beneficially owned, the Common Units held by Bumble Inc. are treated as outstanding.

 

(2)

Represents percentage of voting power of the Class A common stock and Class B common stock of Bumble Inc. voting together as a single class. In general, each share of our Class A common stock entitles its holder to one vote on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Shares of Class B common stock have no economic rights but each share generally entitles each holder, without regard to the number of shares of Class B common stock held by such holder, to a number of votes that is equal to the aggregate number of Common Units held by such holder on all matters on which stockholders of Bumble Inc. are entitled to vote generally. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Notwithstanding the foregoing, unless they elect otherwise, each of our Principal Stockholders is entitled to outsized voting rights as follows. Until the High Vote Termination Date (the earlier to occur of (i) seven years from the closing of the IPO and (ii) the date the parties to the stockholders agreement cease to own in the aggregate 7.5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units), each share of Class A common stock held by a Principal Stockholder entitles such Principal Stockholder to ten votes and each Principal Stockholder that holds Class B common stock is entitled, without regard to the number of shares of Class B common stock held by such Principal Stockholder, to a number of votes equal to 10 times the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by such Principal Stockholder. In addition, if, at any time, our Founder is neither an employee nor a director, any Class A common stock or Class B common stock held by our Founder will be entitled to one vote per share (in the case of the Class A common stock) or a number of votes that is equal to the aggregate number of Common Units (including Common Units issued upon conversion of vested Incentive Units) of Bumble Holdings held by our Founder (in the case of the Class B common stock), in each case on all matters on which stockholders of Bumble Inc. are entitled to vote generally.

 

(3)

Information about the number of shares beneficially owned is based on information reported by the Blackstone Funds (as defined below) on Schedule 13D/A filed with the SEC on March 5, 2024. Reflects 12,802 shares of Class A common stock, 23,700,687 Common Units and one share of Class B common stock directly held by BX Buzz ML-5 Holdco L.P., 213,881 Common Units and one share of Class B common stock directly held by BX Buzz ML-6 Holdco L.P., 46,706 Common Units and one share of Class B common stock directly held by BX Buzz ML-7 Holdco L.P., 1,311,478 shares of Class A common stock directly held by BX Buzz ML-1 Holdco L.P., 18,045,239 shares of Class A common stock directly held by BX Buzz ML-2 Holdco L.P., 2,929,491 shares of Class A common stock directly held by BX Buzz ML-3 Holdco L.P. and 7,817,100 shares of Class A common stock directly held by BX Buzz ML-4 Holdco L.P. (together, the “Blackstone Funds”).

 

BX Buzz ML-1 GP LLC is the general partner of BX Buzz ML-1 Holdco L.P. BX Buzz ML-2 GP LLC is the general partner of BX Buzz ML-2 Holdco L.P. BX Buzz ML-3 GP LLC is the general partner of BX Buzz ML-3 Holdco L.P. BX Buzz ML-4 GP LLC is the general partner of BX Buzz ML-4 Holdco L.P. BX Buzz ML-5 GP LLC is the general partner of BX Buzz ML-5 Holdco L.P. BX Buzz ML-6 GP LLC is the general partner of BX Buzz ML-6 Holdco L.P. BX Buzz ML-7 GP LLC is the general partner of BX Buzz ML-7 Holdco L.P.

 

BXG Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-1 Holdco L.P. and the sole member of BX Buzz ML-1 GP LLC. BCP Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-2 Holdco L.P. and the sole member of BX Buzz ML-2 GP LLC. BSOF Buzz Aggregator LLC is the sole limited partner of BX Buzz ML-3 Holdco L.P. and the sole member of BX Buzz ML-3 GP LLC. BTO Buzz Holdings II L.P. is the sole limited partner of BX Buzz ML-4 Holdco L.P. and the sole member of BX Buzz ML-4 GP LLC. Blackstone Buzz Holdings L.P. is the sole limited partner of BX Buzz ML-5 Holdco L.P. and the sole member of BX Buzz ML-5 GP LLC. Blackstone Tactical Opportunities Fund – FD L.P. is the sole limited partner of BX Buzz ML-6 Holdco L.P. and the sole member of BX Buzz ML-6 GP LLC. Blackstone Family Investment Partnership Growth– ESC L.P. is the sole limited partner of BX Buzz ML-7 Holdco L.P. and the sole member of BX Buzz ML-7 GP LLC.

 

BTO Holdings Manager—NQ L.L.C. is the general partner of Blackstone Buzz Holdings L.P. Blackstone Tactical Opportunities Associates—NQ L.L.C. is the managing member of BTO Holdings Manager—NQ L.L.C. BTOA—NQ L.L.C. is the sole member of Blackstone Tactical Opportunities Associates—NQ L.L.C. Blackstone Tactical Opportunities Associates III—NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund—FD L.P. BTO DE GP—NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III—NQ L.P.

 

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OWNERSHIP OF SECURITIES

 

BXG Side-by-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership—Growth ESC L.P. Blackstone Holdings II L.P. is the sole member of BXG Side-by-Side GP L.L.C.

 

BXG Holdings Manager L.L.C. is the general partner of BXG Buzz Holdings L.P. Blackstone Growth Associates L.P. is the managing member of BXG Holdings Manager L.L.C. BXGA L.L.C. is the general partner of Blackstone Growth Associates L.P.

 

Blackstone Strategic Opportunity Associates L.L.C. is the managing member of BSOF Buzz Aggregator L.L.C. Blackstone Holdings II L.P. is the sole member of Blackstone Strategic Opportunity Associates L.L.C. BCP VII Holdings Manager—NQ L.L.C. is the general partner of BCP Buzz Holdings L.P. Blackstone Management Associates VII NQ L.L.C. is the managing member of BCP VII Holdings Manager—NQ L.L.C. BMA VII NQ L.L.C. is the managing member of Blackstone Management Associates VII NQ L.L.C.

 

Blackstone Holdings II L.P. is the managing member of each of BTOA—NQ L.L.C., BTO DE GP—NQ L.L.C., BXGA L.L.C., and BMA VII NQ L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.

 

BTO Holdings Manager L.L.C. is the general partner of BTO Buzz Holdings II L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the managing member of Blackstone Tactical Opportunities Associates L.L.C. Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.

 

Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

 

Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman may be deemed to beneficially own the securities directly or indirectly controlled by such Blackstone entities or him, but each disclaims beneficial ownership of such securities (other than the Blackstone Funds to the extent of their direct holdings). The address of Mr. Schwarzman and each of the other entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.

 

(4)

Reflects (a) 22,230,911 Common Units and one share of Class B common stock directly held by Beehive Holdings III, LP, (b) 99,475 shares of Class A common stock directly held by Ms. Wolfe Herd, (c) 10,371 shares of Class A common stock which Ms. Wolfe Herd has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units, (d) 212,213 shares of Class A common stock which Ms. Wolfe Herd has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options, (e) 465,116 shares of Class A common stock held directly by Ms. Wolfe Herd’s spouse, (f) 23,255 shares of Class A common stock held by a trust, of which Ms. Wolfe Herd’s spouse is the trustee and (g) 116,279 shares of Class A common stock held in a foundation over which Ms. Wolfe Herd’s spouse may be deemed to have shared voting and dispositive power. Ms. Wolfe Herd may be deemed to have shared investment and voting power over the shares held by her spouse, the trust and the foundation described herein. The shares of Class A common stock described in (b) through (g) above are entitled to one vote per share.

 

The general partner of Beehive Holdings II, LP is Beehive Holdings Management II, LLC. The general partner of Beehive Holdings III, LP is Beehive Holdings Management III, LLC. Whitney Wolfe Herd is the sole member of Beehive Holdings Management II, LLC and Beehive Holdings Management III, LLC. The address of Ms. Wolfe Herd and each of the other entities listed in this footnote is c/o Bumble Inc., 1105 West 41st Street, Austin, Texas 78756.

 

(5)

Reflects (a) 7,491 shares of Class A common stock directly held by Ms. Mather and (b) 21,539 shares of Class A common stock which Ms. Mather has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units.

 

(6)

Reflects (a) 14,983 shares of Class A common stock directly held by Ms. Atchison and (b) 21,539 shares of Class A common stock which Ms. Atchison has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units.

 

(7)

Reflects (a) 14,983 shares of Class A common stock directly held by Mr. Bromberg and (b) 21,539 shares of Class A common stock which Mr. Bromberg has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units.

 

(8)

Reflects (a) 152,700 shares of Class A common stock beneficially owned by Ms. Griffin’s spouse, (b) 14,983 shares of Class A common stock directly held by Ms. Griffin and (c) 21,539 shares of Class A common stock which Ms. Griffin has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units. Ms. Griffin may be deemed to have shared investment and voting power over the shares beneficially owned by her spouse.

 

(9)

Reflects (a) 8,203 shares of Class A common stock directly held by Ms. Hsiao and (b) 21,539 shares of Class A common stock which Ms. Hsiao has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units.

 

(10)

Reflects (a) 39,431 shares of Class A common stock directly held by Ms. Steele and (b) 21,539 shares of Class A common stock which Ms. Steele has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock unit.

 

(11)

Reflects (a) 21,518 shares of Class A common stock directly held by Ms. Thomas-Graham and (b) 21,539 shares of Class A common stock which Ms. Thomas-Graham has the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units.

 

(12)

Reflects (a) 55,618 shares of Class A common stock directly held by Ms. Monteleone and (b) 37,684 shares of Class A common stock which Ms. Monteleone has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options. Ms. Monteleone resigned effective April 11, 2025.

 

(13)

Reflects (a) 121,790 shares of Class A common stock directly held by Ms. Jones and (b) 301,806 shares of Class A common stock which Ms. Jones has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options.

 

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OWNERSHIP OF SECURITIES

 

(14)

Reflects (a) 64,080 shares of Class A common stock directly held by Ms. Subramanian and (b) 179,337 shares of Class A common stock which Ms. Subramanian has the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options.

 

(15)

Reflects 27,524 shares of Class A common stock directly held by Ms. Franco. Ms. Franco resigned effective February 16, 2024.

 

(16)

Reflects (a) 1,034,035 shares of Class A common stock beneficially owned by our directors and executive officers, (b) 22,230,911 Common Units beneficially owned by our directors and executive officers and (c) 161,650 shares of Class A common stock which our directors and executive officers have the right to acquire on or within 60 days of April 7, 2025 through the vesting of restricted stock units and (d) 249,897 shares of Class A common stock which our directors and executive officers have the right to acquire on or within 60 days of April 7, 2025 through the exercise of stock options. Information regarding the beneficial ownership of our equity securities by Deirdre Runnette, who became our Chief Legal Officer effective April 14, 2025, is not included. As of April 7, 2025, Ms. Runnette did not beneficially own any of our shares of Class A common stock, RSUs or stock options, or any Common Units.

 

(17)

Information about shares beneficially owned is based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 13, 2024, in which The Vanguard Group reported that it has sole dispositive power with respect to 10,041,908 shares of Class A common stock, shared dispositive power with respect to 166,943 shares of Class A common stock, sole voting power with respect to 0 shares of Class A common stock and shared voting power with respect to 66,276 shares of Class A common stock. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, PA 19355.

 

(18)

Information about shares beneficially owned is based on information reported by BlackRock, Inc., on Schedule 13G filed with the SEC on January 26, 2024, in which BlackRock, Inc. reported that it has sole dispositive power with respect to 9,915,582 shares of Class A common stock, shared dispositive power with respect to 0 shares of Class A common stock, sole voting power with respect to 9,434,065 shares of Class A common stock and shared voting power with respect to 0 shares of Class A common stock. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, NY 10001.

 

(19)

Information about shares beneficially owned is based on information reported by Ameriprise Financial, Inc., on Schedule 13G filed with the SEC on February 14, 2025, in which Ameriprise Financial, Inc. reported that it has sole dispositive power with respect to 0 shares of Class A common stock, shared dispositive power with respect to 6,382,493 shares of Class A common stock, sole voting power with respect to 0 shares of Class A common stock and shared voting power with respect to 6,381,548 shares of Class A common stock. Ameriprise Financial, Inc. listed its address as 145 Ameriprise Financial Center, Minneapolis, MN 55474.

 

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Table of Contents
 Transactions With Related Persons
  

 

Statement of Policy Regarding Transactions with Related Persons

Our Board of Directors has adopted a written policy regarding transactions with related persons, which we refer to as our “Related Person Transaction Policy,” to assist it in reviewing, approving and ratifying transactions with related persons and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as our Corporate Governance Guidelines and our Code of Conduct. Our Related Person Transaction Policy requires that each “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any “related person” (as defined Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest) be reviewed and approved or ratified by an approving body composed of disinterested and independent members of the Board of Directors or any committee of the Board of Directors. Except as otherwise noted, our Board of Directors has designated the Audit and Risk Committee to serve as the approving body for this purpose. In its review, the Audit and Risk Committee will consider the relevant facts and circumstances, including:

 

 

the related person’s relationship with the Company and interest in the transaction;

 

 

the material terms of the transaction;

 

 

the importance and fairness of the transaction both to Bumble and the related person;

 

 

the business rationale for entering into the transaction;

 

 

whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of Bumble;

 

 

whether the value and terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by Bumble with non-related persons, if any; and

 

 

with respect to a non-employee director or nominee, whether the transaction would compromise the director’s independence under our Corporate Governance Guidelines, the Nasdaq listing standards (including those applicable to committee service) and Rule 10A-3 of the Exchange Act, if such non-employee director serves on the Audit and Risk Committee, or status as a “non-employee director” under Rule 16b-3 of the Exchange Act, if such non-employee director serves on the Compensation Committee.

The Audit and Risk Committee will not approve or ratify a related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company. The Audit and Risk Committee may also conclude, upon review of all relevant information, that the transaction does not constitute a related person transaction and thus that no further review is required under the policy.

Stockholders Agreement

In connection with our IPO, we entered into a stockholders agreement with our Principal Stockholders. This agreement requires us to, among other things, nominate a number of individuals designated by our Sponsor for election as our directors at any meeting of our stockholders (each a “Sponsor Director”) such that, upon the election of each such individual, and each other individual nominated by or at the direction of our Board of Directors or a duly-authorized committee of the Board, as a director of our Company, the number of Sponsor Directors serving as directors of our Company will be equal to: (i) if our Sponsor, entities affiliated with Accel Partners LP (our “Co-Investor”) and their affiliates together continue to beneficially own at least 50% of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is greater than 50% of the total number of directors comprising our Board of Directors; (ii) if our Sponsor, our Co-Investor and their affiliates together continue to beneficially own at least 40% (but less than 50%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is at least 40% of the total

 

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number of directors comprising our Board of Directors; (iii) if our Sponsor, our Co-Investor and their affiliates together continue to beneficially own at least 30% (but less than 40%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is at least 30% of the total number of directors comprising our Board of Directors; (iv) if our Sponsor, our Co-Investor and their affiliates together continue to beneficially own at least 20% (but less than 30%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is at least 20% of the total number of directors comprising our Board of Directors; and (v) if our Sponsor, our Co-Investor and their affiliates together continue to beneficially own at least 5% (but less than 20%) of the outstanding shares of Class A common stock, assuming exchange of all Common Units, the lowest whole number that is at least 10% of the total number of directors comprising our Board of Directors. In addition, for so long as our Sponsor, our Co-Investor and their affiliates together continue to beneficially own at least 5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units, our Sponsor will have the right to appoint a non-voting observer to attend meetings of our Board of Directors. For so long as the stockholders agreement remains in effect, Sponsor Directors may be removed only with the consent of our Sponsor. In the case of a vacancy on our Board created by the removal or resignation of a Sponsor Director, the stockholders agreement will require us to nominate an individual designated by our Sponsor for election to fill the vacancy. Additionally, our Sponsor must consent to any increase or decrease in the total number of directors on our Board of Directors. The stockholders agreement and our Amended and Restated Certificate of Incorporation (the “Charter”) and Bylaws require that certain amendments to our Charter and Bylaws, and any change to the number of our directors, will require the consent of our Sponsor.

In addition, the stockholders agreement permits our Sponsor and its affiliates to assign their rights and obligations under the agreement, in whole or in part, without our prior written consent, including the ability to designate an assignee as a “Principal Stockholder” for the purposes of the voting provisions of our Charter. Furthermore, the stockholders agreement also requires us to cooperate with our Sponsor in connection with certain future pledges, hypothecations, grants of security interest in or transfers (including to third party investors) of any or all of the Common Units held by our Sponsor, including to banks or financial institutions as collateral or security for loans, advances or extensions of credit. Moreover, our Sponsor has certain customary information rights pursuant to the stockholders agreement.

Additionally, the stockholders agreement grants our Founder the right to nominate one director to our Board of Directors for so long as our Founder beneficially owns at least 50% of the Common Units beneficially owned by our Founder as of the closing of the Sponsor Acquisition (as described below) (as appropriately adjusted for any stock split, stock dividend, combination, reclassification, recapitalization, merger, consolidation, exchange or the like).

Exchange Agreement

In connection with our IPO and related transactions, we entered into an exchange agreement with the holders of our Common Units, including our Sponsor and our Founder, pursuant to which each holder of Common Units (including Common Units issued upon conversion of vested Incentive Units) (and certain permitted transferees thereof) may on a quarterly basis (subject to the terms of the exchange agreement) exchange their Common Units for shares of Class A common stock of Bumble on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. In addition, subject to certain requirements, our Sponsor and our Founder are generally permitted to exchange Common Units for our Class A common stock from and after the closing of our IPO provided that the number of Common Units surrendered in such exchanges during any 30 calendar day period represent, in the aggregate, greater than 2% of total interests in partnership capital or profits. Any Class A common stock received by our Sponsor or our Founder in any such exchange during a restricted period would be subject to applicable restrictions. The exchange agreement also provides that a holder of Common Units will not have the right to exchange Common Units if Bumble determines that such exchange would be prohibited by law or regulation or would violate other agreements with Bumble to which the holder of Common Units may be subject. Bumble may impose additional restrictions on exchange that it determines to be necessary or advisable so that Bumble Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Bumble is correspondingly increased as it acquires the exchanged Common Units.

 

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Registration Rights Agreement

In connection with our IPO and related transactions, we entered into a registration rights agreement with our Principal Stockholders and our Co-Investor, which provides for customary “demand” registrations and “piggyback” registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act of 1933, as amended.

Tax Receivable Agreement

In connection with our IPO and related transactions, Bumble entered into a tax receivable agreement with certain of our pre-IPO owners, including our Sponsor and our Founder, that provides for the payment by Bumble to such pre-IPO owners of 85% of the benefits, if any, that Bumble actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Bumble’s allocable share of existing tax basis acquired in our IPO, (ii) increases in Bumble’s allocable share of existing tax basis and adjustments to the tax basis of the tangible and intangible assets of Bumble Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock in connection with or after our IPO and (iii) Bumble’s utilization of certain tax attributes of certain entities that are taxable as corporations for U.S. federal income tax purposes in which the pre-IPO owners that received shares of Class A common stock pursuant to the Blocker Restructuring (as defined below) held interests prior to the IPO (the “Blocker Companies”) (including the Blocker Companies’ allocable share of existing tax basis) and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. There is significant existing tax basis in the assets of Bumble Holdings as a result of the Sponsor Acquisition, and subsequent sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) are expected to result in increases in the tax basis of the assets of Bumble Holdings. The existing tax basis, increases in existing tax basis and tax basis adjustments generated over time may increase (for tax purposes) the depreciation and amortization deductions available to Bumble and, therefore, may reduce the amount of U.S. federal, state and local tax that Bumble would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge. Bumble’s allocable share of existing tax basis acquired in our IPO and the increase in Bumble’s allocable share of existing tax basis and the anticipated tax basis adjustments upon purchases or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. Actual tax benefits realized by Bumble may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the tax receivable agreement is an obligation of Bumble and not of Bumble Holdings. Bumble expects to benefit from the remaining 15% of cash tax benefits, if any, it realizes from such tax benefits. For purposes of the tax receivable agreement, the cash tax benefits will be computed by comparing the actual income tax liability of Bumble to the amount of such taxes that Bumble would have been required to pay had there been no existing tax basis, no anticipated tax basis adjustments of the assets of Bumble Holdings as a result of purchases or exchanges and no utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis), and had Bumble not entered into the tax receivable agreement. The actual and hypothetical tax liabilities determined in the tax receivable agreement will be calculated using the actual U.S. federal income tax rate in effect for the applicable period and an assumed, weighted-average state and local income tax rate based on apportionment factors for the applicable period (along with the use of certain other assumptions). The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless Bumble exercises its right to terminate the tax receivable agreement early (in full or in part), certain changes of control occur (as described in more detail below) or Bumble breaches any of its material obligations under the tax receivable agreement, in which case Bumble’s applicable obligations generally will be accelerated and due as if Bumble had exercised its right to terminate the tax receivable agreement. The payment to be made upon an early termination of the tax receivable agreement will generally equal the present value of payments to be made under the tax receivable agreement using certain assumptions. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. 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tax basis adjustments upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including:

 

 

the timing of purchases or exchanges—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of Bumble Holdings at the time of each purchase or exchange. In addition, the increase in Bumble’s allocable share of existing tax basis acquired upon the future exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock will vary depending on the amount of remaining existing tax basis at the time of such purchase or exchange;

 

 

the price of shares of our Class A common stock at the time of the purchase or exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of Bumble Holdings, is directly proportional to the price of shares of our Class A common stock at the time of the purchase or exchange;

 

 

the extent to which such purchases or exchanges do not result in a basis adjustment—if a purchase or an exchange does not result in an increase to the existing basis, increased deductions will not be available;

 

 

the amount of tax attributes—the amount of applicable tax attributes of the Blocker Companies at the time of certain restructuring transactions in connection with the IPO that resulted in the acquisition by certain pre-IPO owners of shares of Class A common stock in exchange for their ownership interests in the Blocker Companies and Bumble acquiring an equal number of outstanding Common Units (the “Blocker Restructuring”) will impact the amount and timing of payments under the tax receivable agreement;

 

 

changes in tax rates—payments under the tax receivable agreement will be calculated using the actual U.S. federal income tax rate in effect for the applicable period and an assumed, weighted-average state and local income tax rate based on apportionment factors for the applicable period, so changes in tax rates will impact the magnitude of cash tax benefits covered by the tax receivable agreement and the amount of payments under the tax receivable agreement; and

 

 

the amount and timing of our income—Bumble is obligated to pay 85% of the cash tax benefits under the tax receivable agreement as and when realized. If Bumble does not have taxable income, Bumble is not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the tax receivable agreement for a taxable year in which it does not have taxable income because no cash tax benefits will have been realized. However, any tax attributes that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in cash tax benefits that will result in payments under the tax receivable agreement.

We expect that as a result of the size of Bumble’s allocable share of existing tax basis acquired in our IPO (including such existing tax basis acquired from the Blocker Companies pursuant to the Blocker Restructuring), the increase in Bumble’s allocable share of existing tax basis and the anticipated tax basis adjustment of the tangible and intangible assets of Bumble Holdings upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock and our possible utilization of certain tax attributes, the payments that we may make under the tax receivable agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual cash tax benefits that Bumble realizes in respect of the tax attributes subject to the tax receivable agreement and/or if distributions to Bumble by Bumble Holdings are not sufficient to permit Bumble to make payments under the tax receivable agreement after it has paid taxes and other expenses. Late payments under the tax receivable agreement generally will accrue interest at an uncapped rate equal to the Benchmark Rate (as defined below) plus 500 basis points. The payments under the tax receivable agreement are not conditioned upon continued ownership of us by the pre-IPO owners. Effective June 30, 2023, by operation of the Adjustable Interest Rate (LIBOR) Act of 2022 (the “LIBOR Act”), the benchmark rate under the tax receivable agreement is the Secured Overnight Financing Rate (SOFR) as adjusted by the applicable tenor spread adjustment prescribed by the LIBOR Act (as adjusted, the “Benchmark Rate”).

In addition, Bumble may elect to terminate the tax receivable agreement early (in full or in part) by making an immediate payment equal to the present value of the anticipated future cash tax benefits with respect to all

 

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Common Units (or the relevant portion of Common Units in the case of a partial termination), including Common Units issued or that would be issued upon the conversion of vested Incentive Units entitled to convert to Common Units. In determining such anticipated future cash tax benefits, the tax receivable agreement includes several assumptions, including that (i) any Common Units (including Common Units issued or that would be issued upon the conversion of vested Incentive Units entitled to convert to Common Units) that have not been exchanged are deemed exchanged for the market value of the shares of Class A common stock at the time of termination, (ii) Bumble will have sufficient taxable income in each future taxable year to fully realize all potential tax benefits, (iii) Bumble will have sufficient taxable income to fully utilize any remaining net operating losses subject to the tax receivable agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the five-year period after the early termination or change in control, (iv) the tax rates for future years will be those specified in the law as in effect at the time of termination and (v) certain non-amortizable assets are deemed disposed of within specified time periods. In addition, the present value of such anticipated future cash tax benefits are discounted at a rate equal to the lesser of (i) 6.5% per annum and (ii) the Benchmark Rate plus 100 basis points. Based upon certain assumptions, we estimate that if Bumble had exercised its termination right as of December 31, 2024, the aggregate amount of the early termination payments before application of the discount rate required under the tax receivable agreement would have been approximately $775.4 million. The foregoing number is merely an estimate and the actual payments could differ materially.

Furthermore, in the event of certain changes of control, if Bumble breaches any of its material obligations under the tax receivable agreement and in certain events of bankruptcy or liquidation, the obligations of Bumble would be automatically accelerated and be immediately due and payable, and Bumble would be required to make an immediate payment equal to the present value of the anticipated future cash tax benefit with respect to all Common Units (including Common Units issued or that would be issued upon the conversion of vested Incentive Units entitled to convert to Common Units), calculated based on the valuation assumptions described above. As a result, Bumble could be required to make payments under the tax receivable agreement that are greater than the specified percentage of the actual cash tax benefits that Bumble realizes in respect of the tax attributes subject to the tax receivable agreement or that are prior to the actual realization, if any, of such future tax benefits. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity. Changes in law or changes in tax rates following the date of acceleration may also result in payments being made in excess of the future tax benefits, if any.

Decisions made by our pre-IPO owners in the course of running our business may influence the timing and amount of payments that are received by an exchanging or selling existing owner under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction generally will accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase an existing owner’s tax liability without giving rise to any rights of an existing owner to receive payments under the tax receivable agreement.

Payments under the tax receivable agreement will be based on the tax reporting positions that we will determine. Bumble will not be reimbursed for any payments previously made under the tax receivable agreement if Bumble’s allocable share of existing tax basis acquired in our IPO and increased upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock, the anticipated tax basis adjustments or our utilization of tax attributes are successfully challenged by the IRS, although such amounts may reduce our future obligations, if any, under the tax receivable agreement. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the Bumble’s cash tax benefits. In the fiscal year ended December 31, 2024, we made payments to related persons under the tax receivable agreement of approximately $23.1 million. In the three months ended March 31, 2025, we made payments under the tax receivable agreement of approximately $16.0 million.

Bumble Holdings Amended and Restated Limited Partnership Agreement

As a result of our IPO and related transactions, Bumble holds Common Units in Bumble Holdings and became the general partner of Bumble Holdings. Accordingly, Bumble operates and controls all of the business and affairs of Bumble Holdings, has the obligation to absorb losses and receive benefits from Bumble Holdings, and consolidates

 

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the financial results of Bumble Holdings and, through Bumble Holdings and its operating entity subsidiaries, conducts our business.

Pursuant to the amended and restated limited partnership agreement of Bumble Holdings among Bumble, as general partner, and the pre-IPO owners that held Common Units following the Reclassification, including our Sponsor and our Founder, as limited partners, Bumble has the right to determine when distributions will be made to holders of Common Units and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially are not entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Bumble Holdings. However, Incentive Units have the benefit of adjustment provisions that reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at which time the Incentive Units will participate pro rata with distributions on Common Units.

The holders of Common Units and Incentive Units, including Bumble, will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Bumble Holdings. Net profits and net losses of Bumble Holdings will generally be allocated to its holders (including Bumble) pro rata in accordance with the percentages of their respective Common Units or Incentive Units held, except as otherwise required by law. The amended and restated limited partnership agreement of Bumble Holdings provides for cash distributions, which we refer to as “tax distributions,” to the holders of Common Units and Incentive Units if Bumble, as the general partner of Bumble Holdings, determines that a holder, by reason of holding Common Units or Incentive Units, as applicable, incurs an income tax liability. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Bumble Holdings allocated to the holder of Common Units or Incentive Units that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporation residing in New York, New York, whichever is higher. Tax distributions will be pro rata as among the Common Units and, unless an adjustment to their participation threshold has been made in lieu of such participation, will be pro rata as among the Incentive Units (other than unvested Incentive Units).

Subject to certain restrictions, pursuant to the terms of the amended and restated limited partnership agreement of Bumble Holdings, the holders of vested Incentive Units will have the right to convert their vested Incentive Units into a number of Common Units of Bumble Holdings that will generally be equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per share value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A common stock). Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Bumble in accordance with the terms of the exchange agreement as described above. An unvested Incentive Unit will not be exchangeable unless and until such Incentive Unit vests. The Incentive Units will automatically be converted into Common Units in accordance with the foregoing formula on the date that is seven years from the date of the Reclassification.

Pursuant to the amended and restated limited partnership agreement of Bumble Holdings, certain actions of Bumble Holdings or its subsidiaries require the prior approval of our Founder. Subject to the exceptions and qualifications provided in the amended and restated limited partnership agreement, these matters include: (i) any issuance or transfer of any equity securities of any subsidiary of Bumble Holdings to our Sponsor, (ii) any repurchase or redemption of equity securities of Bumble Holdings or its subsidiaries, (iii) entering into, amending or modifying, or waiving any provision of, any agreement or transaction with or involving our Sponsor or any of its affiliates, other than ordinary course commercial agreements and certain other transactions, (iv) non-pro rata distributions by Bumble Holdings, (v) with respect to any tax matter, taking any action that would reasonably be expected to have a materially adverse and disproportionate effect on our Founder relative to any other limited partner, (vi) the creation of any tax receivable agreement or similar agreement in which our Founder does not participate on substantially similar terms to our Sponsor, (vii) the conversion or exchange of our Founder’s Common Units in certain

 

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transactions, and (viii) entering into any agreement or commitment to do any of the foregoing. The foregoing approval rights of our Founder will terminate at such time as our Founder no longer beneficially owns at least 50% of the Common Units beneficially owned by our Founder as of the closing of the Sponsor Acquisition (as appropriately adjusted for any stock split, stock dividend, combination, reclassification, recapitalization, merger, consolidation, exchange or the like).

The amended and restated limited partnership agreement of Bumble Holdings also provides that substantially all expenses incurred by or attributable to Bumble (such as expenses incurred by Bumble in our March 2024 Sponsor Repurchase Transaction (as discussed below)), but not including obligations incurred under the tax receivable agreement by Bumble, income tax expenses of Bumble and payments on indebtedness incurred by Bumble, will be borne by Bumble Holdings.

Support and Services Agreement

In connection with the closing of the Sponsor Acquisition, Bumble Holdings and Buzz Merger Sub Ltd. entered into a support and services agreement (the “Support and Services Agreement”) with Blackstone Buzz Holdings L.P. (“BBH”), an affiliate of our Sponsor. Under the Support and Services Agreement, we reimburse BBH and its affiliates for expenses related to support services customarily provided by our Sponsor’s portfolio operations group to our Sponsor’s portfolio companies, as well as healthcare-related services provided by our Sponsor’s Equity Healthcare group and our Sponsor’s group purchasing program. The Support and Services Agreement also requires us to, among other things, make certain information available to our Sponsor and to indemnify BBH and its affiliates against certain claims.

For the year ended December 31, 2024, we reimbursed BBH and its affiliates approximately $424,798.54 pursuant to the Support and Services Agreement.

Sponsor Acquisition

In November 2019, Bumble Holdings entered into the Acquisition Agreement with Worldwide Vision Limited and the other parties thereto. Under the terms of the Acquisition Agreement, Worldwide Vision Limited would be merged with and into Buzz Merger Sub Ltd., a wholly owned indirect subsidiary of Bumble Holdings (the “Merger”). Concurrently with the execution of the Acquisition Agreement, Bumble Holdings entered into a Founder Agreement with our Founder (the “Founder Agreement”). Under the terms of the Founder Agreement, our Founder agreed, among other things, to contribute all of the shares held by our Founder in Bumble Holding Limited, an indirect subsidiary of Worldwide Vision Limited (“Bumble Holding Limited”), to Bumble Holdings concurrently with the closing of the Merger in exchange for a combination of cash and certain equity interests in Bumble Holdings. The Merger and the other transactions contemplated by the Acquisition Agreement and the Founder Agreement (such transactions, the “Sponsor Acquisition”) were consummated on January 29, 2020 (the “Sponsor Acquisition Closing”).

The former shareholders of Worldwide Vision Limited and our Founder are entitled to certain contingent deferred consideration in connection with the Sponsor Acquisition. Under the terms of the Acquisition Agreement, if our Sponsor receives cash dividends, distributions or other payments from Bumble Holdings that in the aggregate equal 2.5 times our Sponsor’s aggregate investment in Bumble Holdings, Bumble Holdings will not be permitted to make any further dividend, distribution or other payment to its unitholders until it has paid an aggregate amount equal to $150 million pro rata to the former shareholders of Worldwide Vision Limited and our Founder.

Restrictive Covenant Agreement

In November 2019, in connection with the signing of the Acquisition Agreement and as a condition to the Sponsor Acquisition Closing, our Founder and Bumble Holdings entered into a Restrictive Covenant Agreement pursuant to which our Founder has agreed to certain restrictive covenants, including confidentiality of information, noncompetition and non-solicitation covenants, and a covenant not to acquire beneficial ownership or voting control, or provide any loan or financial assistance to, any person or entity that engages in a competitive business

 

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with our business (the “non-investment covenant”). The confidentiality covenant has an indefinite term, and the noncompetition covenant, the non-solicitation covenant and the non-investment covenant were effective until January 29, 2023.

Trademark Assignment and License

In January 2020, in connection with the closing of the Sponsor Acquisition, our Founder and Bumble Holding Limited entered into a Trademark Assignment and License pursuant to which (i) our Founder assigned ownership of the trademark MAKE THE FIRST MOVE (the “Mark”) to Bumble Holding Limited and (ii) Bumble Holding Limited licensed the Mark back to Founder on a non-exclusive, worldwide, royalty-free and fully paid up basis for Founder’s use in certain circumstances.

Sponsor Repurchase Transaction

On March 3, 2024, Bumble and Bumble Holdings entered into an agreement with certain entities affiliated with our Sponsor whereby (i) Bumble agreed to repurchase 2,509,316 shares of its Class A common stock owned by certain entities affiliated with our Sponsor and (ii) Bumble Holdings agreed to repurchase 1,996,487 Common Units (the Common Units and the shares of Class A common stock are collectively referred to herein as the “Equity Interests”) from certain entities affiliated with our Sponsor in a private transaction at a price per Equity Interest of $11.0968, for an aggregate purchase price of $50.0 million (the “2024 Sponsor Repurchase”).

The 2024 Sponsor Repurchase was made under the Company’s existing share repurchase program and was approved by a special committee of our Board of Directors, consisting solely of independent directors not affiliated with our Sponsor, pursuant to authority delegated to it by our Board of Directors.

Commercial Transactions with Sponsor Portfolio Companies

Our Sponsor and its affiliates have ownership interests in a broad range of companies. We have entered and may in the future enter into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services. None of these transactions or arrangements has been or is expected to be material to us.

The Company uses Liftoff Mobile Inc., a company in which Blackstone affiliated funds hold a controlling interest since March 2021, for marketing and advertising purposes. During the year ended December 31, 2024, the Company incurred marketing costs related to these transactions of $5.7 million, which are included within selling and marketing expense in the consolidated statements of operations in our Annual Report on Form 10-K for the year ended December 31, 2024. During the year ended December 31, 2024, the Company also recognized advertising revenues related to these transactions of approximately $1.1 million, which are included within revenue in the consolidated statements of operations in our Annual Report on Form 10-K for the year ended December 31, 2024.

The Company uses TaskUs Inc., a company in which Blackstone-affiliated funds hold an ownership interest, for moderator services. During the year ended December 31, 2024, the Company incurred costs related to these transactions of $7.1 million, which are included within cost of revenue in the consolidated statements of operations in our Annual Report on Form 10-K for the year ended December 31, 2024.

 

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 Stockholder Proposals for the 2026 Annual Meeting
  

 

If any stockholder wishes to propose a matter for consideration at our 2026 annual meeting of stockholders (the “2026 Annual Meeting”), the proposal should be mailed by certified mail return receipt requested, to our Secretary, Bumble, Inc., 1105 West 41st Street, Austin, TX 78756. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our proxy statement for the 2026 Annual Meeting, a proposal must be received by our Secretary on or before December 18, 2025. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In addition, our Bylaws permit stockholders to nominate candidates for director and present other business for consideration at our annual meeting of stockholders. To make a director nomination or present other business for consideration at the 2026 Annual Meeting, you must submit a timely notice in accordance with the procedures described in our Bylaws. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of our Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our 2026 Annual Meeting, such a proposal must be received on or after February 5, 2026, but not later than March 7, 2026. In the event that the date of the 2026 Annual Meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of this year’s Annual Meeting of Stockholders, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the 2026 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 2026 Annual Meeting or the tenth day following the day on which public announcement of the date of the 2026 Annual Meeting is first made. The Bylaws have additional requirements that must also be followed in connection with submitting nominations or other business at an annual meeting.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 6, 2026.

 

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 Cautionary Statement Regarding

 Forward-Looking Statements

  

 

This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of our management with respect to, among other things, our operations, our business strategy and plans, our objectives and initiatives, our financial performance and our industry. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believe(s),” “expect(s),” “potential,” “continue(s),” “may,” “will,” “should,” “could,” “would,” “seek(s),” “predict(s),” “intend(s),” “trends,” “plan(s),” “estimate(s),” “anticipate(s),” “projection,” “will likely result” and or the negative version of these words or other comparable words of a future or forward-looking nature, although not all forward-looking statements contain these words. Such forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements and you should not rely upon forward-looking statements as predictions of future events. These risks and uncertainties include, but are not limited to, those described under the caption “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and our other SEC filings, which are available on our investor relations website at https://ir.bumble.com and on the SEC website at www.sec.gov. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

 

LOGO   85  

 

 

 

 


Table of Contents
 Other Business
  

 

The Board does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the Board, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

 

By Order of the Board of Directors,

 

 

LOGO

 

DEIRDRE RUNNETTE

Secretary

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our Investor Relations website at https://ir.bumble.com and click on “Financials & SEC Filings.” Copies of our Annual Report on Form 10-K for the year ended December 31, 2024, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request to Investor Relations at ir@team.bumble.com.

 

  86   2025 Proxy Statement

 

 


Table of Contents
 Annex A : Non-GAAP Reconciliation
  

 

In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance.

Adjusted EBITDA and Adjusted EBITDA Margin

We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with our restructuring plans, as management does not believe these expenses are representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:

 

 

Adjusted EBITDA and Adjusted EBITDA margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

 

 

Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;

 

 

Adjusted EBITDA and Adjusted EBITDA margin exclude stock-based compensation expense and employer costs related to stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

 

 

Adjusted EBITDA and Adjusted EBITDA margin do not reflect the interest and derivative (gains) losses, net or the cash requirements to service interest or principal payments on our indebtedness, and free cash flow does not reflect the cash requirements to service principal payments on our indebtedness; and

 

 

Adjusted EBITDA and Adjusted EBITDA margin do not reflect income tax (benefit) provision we are required to make.

Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.

We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest and derivative (gains) losses, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

 

LOGO   A-1  

 

 

 

 


Table of Contents

 

ANNEX A : NON-GAAP RECONCILIATION

 

The following table presents a reconciliation of Adjusted EBITDA to Net earnings (loss), the most comparable financial measure prepared in accordance with GAAP for the period indicated:

 

Adjusted EBITDA and Adjusted EBITDA Margin

(In thousands, except percentages)

   Year Ended 
December 31, 2024 

Net loss

     $ (768,374 )

Add back:

      

 

 

 

 

 

Income tax provision

       23,128

Interest and derivative (gains) losses, net(1)

       39,945

Depreciation and amortization expense

       70,616

Stock-based compensation expense

       26,245

Employer costs related to stock-based compensation(2)

       2,638

Litigation costs, net of insurance reimbursements(3)

       10,730

Foreign exchange (gain) loss(4)

       (3,777 )

Restructuring costs(5)

       20,355

Transaction and other costs(6)

       1,672

Changes in fair value of contingent earn-out liability

       (20,208 )

Changes in fair value in equity securities

       543

Tax receivable agreement liability remeasurement expense(7)

       8,341

Impairment loss(8)

       892,248

Adjusted EBITDA

     $ 304,102

Net loss margin

       (71.7 )%

Adjusted EBITDA margin

       28.4 %

 

(1)

Includes interest income received on money market funds and interest rate swaps, fair value changes in interest rate swaps, and interest expense incurred in connection with our long-term debt.

 

(2)

Represents employer portion of Social Security and Medicare payroll taxes domestically, National Insurance contributions in the United Kingdom and comparable costs internationally related to the settlement of equity awards.

 

(3)

Represents certain litigation costs, net of insurance proceeds, associated with pending litigations or settlements of litigation that arise outside of the ordinary course of business.

 

(4)

Represents foreign exchange (gain) loss due to foreign currency transactions.

 

(5)

Represents costs associated with our restructuring plans, such as severance, benefits and other related costs.

 

(6)

Represents transaction costs related to acquisitions and secondary offerings such as legal, accounting, advisory fees and other related costs.

 

(7)

Represents recognized adjustments to the tax receivable agreement liability.

 

(8)

Represents impairment charges to indefinite-lived intangible assets, the Fruitz asset group and goodwill.

 

  A-2   2025 Proxy Statement

 

 


Table of Contents

LOGO

Bumble Inc. Corporate Information Board of Directors Executive Officers Stock Exchange Ann Mather Whitney Wolfe Herd Bumble Inc. stock is listed for trading on Nasdaq under Chair of the Board of Directors Founder, Chief Executive Officer and the ticker symbol “BMBL”. Director Whitney Wolfe Herd Transfer Agent Founder, Chief Executive Officer and Ronald J. Fior Director Interim Chief Financial Officer Registered stockholder records are maintained by our transfer agent: R. Lynn Atchison Deirdre Runnette Director Chief Legal Officer Computershare 150 Royall Street Martin Brand Canton, MA 02021 Director US Toll-Free: 1-800-736-3001 Matthew S. Bromberg International: 1-781-575-3100 Director Web: computershare.com/investor Amy M. Griffin Email: web.queries@computershare.com Director Annual Stockholders Meeting Materials Sissie L. Hsiao Director A copy of the Company’s annual report filed with the Securities and Exchange Commission (Form 10-K) Jonathan C. Korngold and Notice & Proxy Statement will be furnished without Director charge to any shareholder upon request. Elisa A. Steele By Internet: Director www.proxyvote.com Pamela A. Thomas-Graham By Phone: Director 1-800-579-1639 By Email: sendmaterial@proxyvote.com Investor Relations Bumble Inc. 1105 West 41st Street Austin, TX 78756 ir@team.bumble.com ir.bumble.com


Table of Contents

LOGO

Bumble Inc. OBC


Table of Contents

LOGO

 

  

LOGO

BUMBLE INC.

 

1105 WEST 41ST STREET

 

AUSTIN, TX 78756

  

 

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

  

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 4, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

  

During The Meeting - Go to www.virtualshareholdermeeting.com/BMBL2025

  

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

   VOTE BY PHONE - 1-800-690-6903
  

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 4, 2025. Have your proxy card in hand when you call and then follow the instructions.

   VOTE BY MAIL
  

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Mailed proxy cards must be received by 11:59 p.m. Eastern Time on June 4, 2025.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

  
    V70703-P24826    KEEP THIS PORTION FOR YOUR RECORDS
     DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

 

 

BUMBLE INC.

 

The Board of Directors recommends you vote FOR the following:

 

 

For

All

 

 

Withhold

All

 

 

For All

Except

 

 

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

     

 

LOGO

 
     
 

1.  The election of four Class I directors of Bumble Inc., each to serve a three-year term expiring at the 2028 Annual Meeting of Stockholders and until such director’s successor is elected and qualified.

 

     

 

     
 

Nominees:

           
 

01) Ann Mather

           
 

02) Martin Brand

           
 

03) Jonathan C. Korngold

           
 

04) Pamela A. Thomas-Graham

           
 

The Board of Directors recommends you vote FOR the following proposals:

  For   Against   Abstain  
 

2.  The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

       
 

3.  Approval, on a non-binding advisory basis, of the compensation of the named executive officers as disclosed in the Proxy Statement.

       
 

Note: To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

     
 

The shares represented by this proxy when properly executed will be voted in the manner directed herein by the signer(s). If no such direction is made, this proxy will be voted FOR the election of the director nominees listed on Proposal 1, FOR Proposal 2 and FOR Proposal 3. It will be voted in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting.

     
 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

     
                   
 

  

         

  

           
 

Signature [PLEASE SIGN WITHIN BOX]

 

Date

     

Signature (Joint Owners)

 

Date

       


Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

 

 

V70704-P24826  

 

 

Bumble Inc.

Annual Meeting of Stockholders

June 5, 2025 at 12:00 p.m. ET

This proxy is being solicited on behalf of the Board of Directors of Bumble Inc.

The signer(s) hereby constitute(s) and appoint(s) Whitney Wolfe Herd, Ronald Fior and Deirdre Runnette, and each of them, the signer(s) true and lawful agents and proxies, with full power of substitution in each, to represent the signer(s) at the Annual Meeting of Stockholders of Bumble Inc. to be held on June 5, 2025 at 12:00 p.m. (Eastern Time) virtually at www.virtualshareholdermeeting.com/BMBL2025 and at any adjournments or postponements thereof, and to vote as specified on this proxy all shares of stock of Bumble Inc. held of record by the signer(s) at the close of business on April 7, 2025 as the signer(s) would be entitled to vote if personally present, and further authorize(s) such proxies to vote such shares in their discretion upon such other business as may properly come before the Annual Meeting of Stockholders and any adjournment or postponement thereof. The signer(s) hereby acknowledge(s) receipt of the Notice of Internet Availability of Proxy Materials and/or Proxy Statement. The signer(s) hereby revoke(s) all proxies heretofore given by the signer(s) to vote at the Annual Meeting and any adjournments or postponements thereof.

This proxy when properly executed will be voted in the manner directed on the reverse side. If this proxy is signed but no direction given, this proxy will be voted FOR the election of each of the director nominees listed on the reverse side, FOR Proposal 2 and FOR Proposal 3. It will be voted in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting.

IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ABOVE.

Continued and to be signed on reverse side

v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name BUMBLE INC.
Entity Central Index Key 0001830043
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other named executive officers for the fiscal year 2024. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation
S-K
(“Item 402(v)”), the amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to
Non-CEO
NEOs” have been calculated in a manner consistent with Item 402(v). Footnotes (2) and (4) below set forth the adjustments from the total compensation for each NEO reported in the Summary Compensation Table (“SCT”) above. They do not reflect the actual amount of compensation earned by or paid to our
non-CEO
NEOs during the applicable year. For information regarding the
non-CEO
NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis and the Executive Compensation sections of this Proxy Statement and the Executive Compensation section of our 2024, 2023 and 2022 Proxy Statements, as applicable.
 
 
 
 
 
Pay Versus Performance Table
The following table provides summary information concerning pay versus performance for our CEO and
non-CEO
NEOs for the years ended December 31, 2024, 2023, 2022 and 2021.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Value of Initial Fixed
$100 investment based
on:
 
 
 
 
Year
Summary
Compensation
Table Total for
CEO 1
($)
(1)
Summary
Compensation
Table Total for
CEO 2
($)
(2)
Compensation
Actually Paid
to CEO 1
($)
(3)
Compensation
Actually Paid
to CEO 2
($)
(3)
Average Summary
Compensation
Table Total for
Non-CEO NEOs

($)
(4)
Average
Compensation
Actually Paid to
Non-CEO NEOs

($)
(5)(6)
Total
Stockholder
Return
($)
(7)
Index
Total
Stockholder
Return
($)
(8)
Net Income
($ Millions)
(9)
Total
Revenue
($ Millions)
(10)
2024
  6,045,649   23,503,322   (6,543,959 )   12,083,906   1,736,641   (624,840 )   11.58   91.21   (768.4 )   1,071.6
2023
  7,031,795   N/A   (15,584,729 )   N/A   4,576,451   (5,182,198 )   20.96   70.41   (1.9 )   1,051.8
2022
  16,234,030   N/A   (41,123,355 )   N/A   7,707,501   (2,765,959 )   29.94   49.12   (114.1 )   903.5
2021
  1,125,200   N/A   75,084,565   N/A   956,913   16,653,709   48.16   93.68   281.7   760.9
 
(1)
Reflects compensation amounts reported in the “Summary Compensation Table” for Whitney Wolfe Herd, our CEO as of March 17, 2025 and who previously served as our CEO prior to January 2, 2024, for the respective years shown.
 
(2)
Reflects compensation amounts reported in the “Summary Compensation Table” for Lidiane Jones, who served as our CEO from January 2, 2024 until March 17, 2025.
 
(3)
Compensation actually paid (“CAP”) to our CEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
 
Year
2024
2024
CEO
Whitney
Wolfe Herd
Lidiane
Jones
SCT Total Compensation ($)
  6,045,649   23,503,322
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
  (5,194,110 )   (21,651,778 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
  3,245,176   10,232,362
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
  (5,865,383 )  
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
  (4,775,291 )  
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
   
Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($)
   
Compensation Actually Paid ($)
  (6,543,959 )   12,083,906
 
(4)
The following
non-CEO
named executive officers are included in the average figures shown below:
 
2024: Anuradha B. Subramanian (Chief Financial Officer), Elizabeth Monteleone (Chief Legal Officer) and Laura Franco (Former Chief Legal and Compliance Officer)
 
2023: Tariq M. Shaukat (President), Anuradha B. Subramanian (Chief Financial Officer) and Laura Franco (Chief Legal and Compliance Officer)
 
2022: Tariq M. Shaukat (President), Anuradha B. Subramanian (Chief Financial Officer) and Laura Franco (Chief Legal and Compliance Officer)
 
2021: Tariq M. Shaukat (President) and Anuradha B. Subramanian (Chief Financial Officer)
 
 
 
 
 
(5)
Average CAP for our
non-CEO
NEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
 
Year
2024
Non-CEO
NEOs
See note
(4)
SCT Total Compensation ($)
  1,736,641
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
  (1,300,970 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
  814,831
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
  (460,733 )
Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
  96,629
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
  (419,483 )
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
  (1,091,755 )
Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($)
 
Compensation Actually Paid ($)
  (624,840 )
 
(6)
CAP, as required under SEC rules, reflects adjustments to unvested and vested equity awards during the years shown in the table based on year-end (or vesting date) accounting valuations. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant decrease to 2024, 2023 and 2022 CAP).
The valuation methodology for Exit-Vesting Incentive Unit fair values is calculated based on the Monte Carlo pricing model (or the stock price in the case of a vesting date value).
As of the measurement date, adjustments to the fair values have been made using the stock price as of the measurement date and updated assumptions (i.e., expected time to liquidity event, volatility, dividend yield, risk free interest rates).
The weighted-average assumptions the Company used in the Monte Carlo model for the modified Exit-Vesting Incentive Units are as follows:
 
Date
Dividend
Yield
Expected
Volatility
Risk-Free
Interest Rate
Expected Time to
Liquidity Event (Years)
12/31/2021
    60%     0.47%     1.3
7/15/2022
    60%     2.1% to 3.1%     1.0
12/31/2022
    75%     4.1% to 4.7%     1.0
12/31/2023
    50%     4.4% to 5.5%     0.75
12/31/2024
    60%     4.2% to 4.4%     0.75
On July 15, 2022 (the “Modification Date”), the Exit-Vesting Incentive Units were modified to also provide for time-based vesting in 36 equal installments, with the first installment vesting on August 29, 2022, and subsequent installments vesting on each of the next 35 monthly anniversaries of August 29, 2022, subject to the award holder’s continued employment through each applicable vesting date and subject to other terms and conditions of the award. Incremental expense associated with the modification of the Exit-Vesting Incentive Units for the CEO was $15.0 million and average incremental expense associated with this modification for
Non-CEO
NEOs was $2.2 million. These amounts are expected to be recognized over a period of 3.0 years and is disclosed in the Summary Compensation Table. If the performance conditions are met prior to their respective time-vesting schedules, vesting of these Exit-Vesting Incentive Units and the associated stock-based compensation will be accelerated pursuant to the terms of the award agreements. The fair value of the Exit-Vesting Incentive Units as of the date of any vesting date since the Modification Date is based on the Company’s stock price as of such vesting date.
 
 
 
 
 
Incremental expense for the modified Exit-Vesting Incentive Units was based on the Modification Date fair value of modified Exit-Vesting Incentive Units. The Modification Date fair value was measured using a Monte Carlo model, which incorporates various assumptions noted above.
The valuation methodology for Time-Vesting Incentive Unit and stock option fair values is calculated based on the Black-Scholes option pricing model as of the dates below. As of each measurement date, adjustments to the fair values have been made using the stock price as of the dates below and updated assumptions (i.e., expected life, volatility, dividend yield, risk free interest rates) as of the measurement date.
The assumptions the Company used in the Black-Scholes model for the Time-Vesting Incentive Units at each measurement date are as follows:
 
Date
  
Dividend
Yield
  
Expected
Volatility
  
Risk-Free
Interest Rate
  
Expected Life
(Years)
12/31/2021
      55% to 60%    0.1% to 1.1%    0.1 to 3.8
12/31/2022
      75%    4.1% to 4.7%    0.1 to 2.8
12/31/2023
      50%    4.3% to 5.5%    0.1 to 1.8
12/31/2024
      55% to 60%    4.2% to 4.4%    0.1 to 0.7
The assumptions the Company used in the Black-Scholes model for the stock options at each measurement date are as follows:
 
Date
  
Dividend
Yield
  
Expected
Volatility
  
Risk-Free

Interest Rate
  
Expected Life
(Years)
12/31/2022
      55%    3.9% to 4.0%    4.8 to 6.3
12/31/2023
      55%    3.9%    3.8 to 4.2
12/31/2024
      60%    4.2% to 4.4%    3.1 to 6.3
Time-vesting RSU fair values are calculated using the stock price. The value of the Time-Vesting Incentive Units as of the date of any vesting date is based on the Company’s stock price as of such vesting date. Adjustments have been made using the stock price as of
year-end.
 
(7)
For the relevant fiscal year, represents the cumulative total stockholder return (“TSR”) of Bumble for the measurement periods ending on December 31, 2024, 2023, 2022 and from February 10, 2021 to December 31, 2021.
 
(8)
For the relevant fiscal year, represents the cumulative TSR of the Nasdaq CTA Internet Index (the “Index”) for the measurement periods ending on December 31 of each of 2024, 2023, 2022 and 2021, respectively. The Nasdaq CTA Internet Index is the same index we use in our performance graph in the Company’s Annual Reports on Form
10-K
for the year ended December 31, 2024.
 
(9)
Reflects “Net earnings (loss)” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form
10-K
for each of the years ended December 31, 2024, 2023, 2022 and 2021.
 
(10)
Reflects “Revenue” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form
10-K
for each of the years ended December 31, 2024, 2023, 2022 and 2021.
     
Company Selected Measure Name Total Revenue      
Named Executive Officers, Footnote
(4)
The following
non-CEO
named executive officers are included in the average figures shown below:
 
2024: Anuradha B. Subramanian (Chief Financial Officer), Elizabeth Monteleone (Chief Legal Officer) and Laura Franco (Former Chief Legal and Compliance Officer)
 
2023: Tariq M. Shaukat (President), Anuradha B. Subramanian (Chief Financial Officer) and Laura Franco (Chief Legal and Compliance Officer)
 
2022: Tariq M. Shaukat (President), Anuradha B. Subramanian (Chief Financial Officer) and Laura Franco (Chief Legal and Compliance Officer)
 
2021: Tariq M. Shaukat (President) and Anuradha B. Subramanian (Chief Financial Officer)
     
Peer Group Issuers, Footnote
(8)
For the relevant fiscal year, represents the cumulative TSR of the Nasdaq CTA Internet Index (the “Index”) for the measurement periods ending on December 31 of each of 2024, 2023, 2022 and 2021, respectively. The Nasdaq CTA Internet Index is the same index we use in our performance graph in the Company’s Annual Reports on Form
10-K
for the year ended December 31, 2024.
     
Adjustment To PEO Compensation, Footnote
(3)
Compensation actually paid (“CAP”) to our CEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
 
Year
2024
2024
CEO
Whitney
Wolfe Herd
Lidiane
Jones
SCT Total Compensation ($)
  6,045,649   23,503,322
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
  (5,194,110 )   (21,651,778 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
  3,245,176   10,232,362
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
  (5,865,383 )  
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
  (4,775,291 )  
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
   
Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($)
   
Compensation Actually Paid ($)
  (6,543,959 )   12,083,906
     
Non-PEO NEO Average Total Compensation Amount $ 1,736,641 $ 4,576,451 $ 7,707,501 $ 956,913
Non-PEO NEO Average Compensation Actually Paid Amount $ (624,840) (5,182,198) (2,765,959) 16,653,709
Adjustment to Non-PEO NEO Compensation Footnote
(5)
Average CAP for our
non-CEO
NEOs in 2024 reflects the respective amounts set forth above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
 
Year
2024
Non-CEO
NEOs
See note
(4)
SCT Total Compensation ($)
  1,736,641
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
  (1,300,970 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
  814,831
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
  (460,733 )
Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)
  96,629
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
  (419,483 )
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
  (1,091,755 )
Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($)
 
Compensation Actually Paid ($)
  (624,840 )
     
Compensation Actually Paid vs. Total Shareholder Return
LOGO
 
     
Compensation Actually Paid vs. Net Income
LOGO
 
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
 
     
Total Shareholder Return Vs Peer Group
LOGO
 
     
Tabular List, Table
Pay Versus Performance Tabular List
Identified in accordance with the requirements of Item 402(v)(6), the following performance measures, presented in no particular order, represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2024:
 
 
Total Revenue;
 
 
Paying Users; and
 
 
Adjusted EBITDA Margin.
     
Total Shareholder Return Amount $ 11.58 20.96 29.94 48.16
Peer Group Total Shareholder Return Amount 91.21 70.41 49.12 93.68
Net Income (Loss) $ (768,400,000) $ (1,900,000) $ (114,100,000) $ 281,700,000
Company Selected Measure Amount 1,071,600,000 1,051,800,000 903,500,000 760,900,000
Measure:: 1        
Pay vs Performance Disclosure        
Name Total Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Paying Users      
Measure:: 3        
Pay vs Performance Disclosure        
Name Adjusted EBITDA Margin      
Whitney Wolfe Herd [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 6,045,649 $ 7,031,795 $ 16,234,030 $ 1,125,200
PEO Actually Paid Compensation Amount $ (6,543,959) $ (15,584,729) $ (41,123,355) $ 75,084,565
PEO Name Whitney Wolfe Herd Whitney Wolfe Herd Whitney Wolfe Herd Whitney Wolfe Herd
Lidiane Jones [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 23,503,322      
PEO Actually Paid Compensation Amount $ 12,083,906      
PEO Name Lidiane Jones      
PEO | Whitney Wolfe Herd [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (5,194,110)      
PEO | Whitney Wolfe Herd [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (5,865,383)      
PEO | Whitney Wolfe Herd [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,775,291)      
PEO | Whitney Wolfe Herd [Member] | Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,245,176      
PEO | Lidiane Jones [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (21,651,778)      
PEO | Lidiane Jones [Member] | Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,232,362      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,300,970)      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (460,733)      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 96,629      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (419,483)      
Non-PEO NEO | Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 814,831      
Non-PEO NEO | Fair Value of Stock and Option Awards Forfeited during the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,091,755)      
v3.25.1
Recovery of Erroneously Awarded Compensation - Restatement Determination Date:: 2023-10-31
12 Months Ended
Dec. 31, 2024
Erroneously Awarded Compensation Recovery  
Restatement Determination Date Oct. 31, 2023
Aggregate Erroneous Compensation Not Yet Determined
Clawback Provisions
All incentive awards made pursuant to the Bumble Inc. 2021 Omnibus Incentive Plan, which we refer to as the Omnibus Incentive Plan, are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Compensation Committee and as in effect from time to time; and (ii) applicable law. Further, unless otherwise determined by the Compensation Committee, to the extent that the executive receives any amount in excess of the amount that the executive should otherwise have received under the terms of the incentive award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the executive will be required to repay any such excess amount to the Company.
Effective
October 2023
, we adopted a standalone clawback policy that is compliant with the requirements of Dodd-Frank, Rule
10D-1
of the Exchange Act and Nasdaq Rule 5608. This policy provides that, upon the occurrence of an accounting restatement of the Company’s financial statements to correct an error, the Compensation Committee must recoup incentive-based compensation that was erroneously granted, earned or vested to our current and former “officers” (as defined under Rule
16a-1
of the Exchange Act) based wholly or in part upon the attainment of any financial reporting measure, subject to limited exceptions. The Clawback Policy is included as an exhibit to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2024.
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Grant Timing
We have adopted policies and procedures regarding the timing of when we grant awards, including options. We maintain an Equity Award Grant Policy, which was initially adopted in 2022, and has been revised from time to time. The policy provides that for a newly hired employee, or an employee who is promoted, the grant date of an equity award will be the 10th day of the month following the month on which the employee commenced employment or was promoted, as applicable, subject to the employee being employed on the grant date.
For an employee receiving a retention grant, the grant date will be as determined under the circumstances.
The policy also provides that the date of grant for “officers” as defined under Rule
16a-1(f)
of the Exchange Act (commonly referred to as “Section 16 Officers”) will be made on the earlier to occur of (x) the last day of the open trading window following the Company’s public news release of its annual or quarterly earnings and (y) the 20th day following the Company’s earnings release, provided that such 20th day is in an open trading window. Notwithstanding anything in the policy, if special circumstances arise such that the Compensation Committee or the Board determines it is advisable to grant an award at a time other than as set forth above, the Compensation Committee or the Board may consider and approve any such grant.
The grant of equity-based awards made in 2024 to each of our named executive officers other than Ms. Jones was approved by the independent directors of our Compensation Committee designed to meet the requirements of
 
 
 
 
 
granting equity-based awards for purposes of Section 16 of the Exchange Act (the “Section 16 Subcommittee”). The grant of equity-based awards made in 2024 to Ms. Jones was approved by our Board of Directors. The grants of equity-based awards to Ms. Wolfe Herd, Ms. Subramanian and Ms. Monteleone were made pursuant to the formula set forth in our Equity Grant Policy, as described above, when the Company’s trading window was open such that the grant was made at a time at which such committee was not in the possession of material
non-public
information. The grants to Ms. Jones were not made as prescribed by the policy, but were made coincident to Ms. Jones’ employment. In 2024, we did not grant stock options to our NEOs during the period from four business days before to one business day after the filing of the Company’s periodic reports on Forms
10-K
and
10-Q
or current reports on Form
8-K
that contained material nonpublic information with the SEC under the Exchange Act.
Award Timing Method We maintain an Equity Award Grant Policy, which was initially adopted in 2022, and has been revised from time to time.
Award Timing, How MNPI Considered we did not grant stock options to our NEOs during the period from four business days before to one business day after the filing of the Company’s periodic reports on Forms
10-K
and
10-Q
or current reports on Form
8-K
that contained material nonpublic information with the SEC under the Exchange Act.
MNPI Disclosure Timed for Compensation Value true
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true

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