SEC Form DEF 14A filed by Olo Inc.

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:

Payment of Filing Fee (Check the appropriate box):

 

Dear Fellow Stockholders,

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Olo Inc., a Delaware corporation (“Olo”). The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/OLO2025, on Thursday, June 12, 2025 at 10:00 a.m., Eastern Time. We believe hosting a virtual meeting enables enhanced stockholder access and engagement while reducing the overall cost of our Annual Meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 10:00 a.m., Eastern Time, on June 12, 2025 to ensure your attendance.

The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the accompanying proxy statement.

The Record Date for the Annual Meeting is the close of business on April 16, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

We appreciate your continued support of Olo.

285 Fulton Street, One World Trade Center, 82nd Floor

New York, New York 10007

April 24, 2025

Our board of directors is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Olo Inc., a Delaware corporation (“Olo”), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/OLO2025, on Thursday, June 12, 2025 at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof. Only stockholders of record at the close of business on April 16, 2025 (the “Record Date”) will be entitled to vote at the Annual Meeting.

For the Annual Meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year-ended December 31, 2024 (the “Annual Report”), to our stockholders primarily via the internet. On or about April 24, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail, or by email, by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the overall cost of our Annual Meeting.

In this proxy statement, we refer to Olo Inc. as “Olo,” “we,” or “us” and the board of directors of Olo as “our board of directors.” The Annual Report, which contains consolidated financial statements as of and for the fiscal year-ended December 31, 2024 (“Fiscal Year 2024”), accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge by emailing [email protected]. Exhibits will be provided upon written request and payment of an appropriate processing fee.

 

Our board of directors currently consists of nine members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election.

Our directors are divided into the three classes as follows:

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on our board of directors may be filled only by persons elected by a majority of the remaining directors then in office, even if less than a quorum. A director elected by our board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Olo.

Each of Messrs. Glass and Cancel and Ms. Rottenberg is currently a member of our board of directors and has been nominated for reelection to serve as a Class I director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, then each of these nominees would serve until the annual meeting of stockholders to be held in 2028 and until their successor has been duly elected, or if sooner, until the director’s death, resignation, or removal.

In accordance with our amended and restated bylaws, directors are elected by a plurality of the votes of common stock present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the most “FOR” votes will be elected. Each director must receive at least one “FOR” vote and if nominees are unopposed, election requires only a single “FOR” vote. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “FOR” the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us.

Our audit committee appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year-ending December 31, 2025, and we are asking you, and our other stockholders, to ratify this appointment. Deloitte has served as our independent registered public accounting firm since 2022.

Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our amended and restated bylaws nor other governing documents or law require stockholders to ratify the selection of Deloitte as our independent registered public accounting firm. However, our audit committee is submitting the selection of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, our audit committee, in its discretion, may appoint different independent auditors at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

The affirmative vote of the stockholders representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy (excluding abstentions and broker non-votes) at the Annual Meeting will be required to ratify the selection of Deloitte.

The following table represents the fees billed to us by Deloitte for the periods ended December 31, 2024 and 2023.

All fees described above were pre-approved by our audit committee.

Our audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally permits pre-approval of specified services in the defined categories of audit services, audit-related services, tax services, and permitted non-audit services. Pre-approval may also be given as part of our audit committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the members of our audit committee, but any pre-approval decision made pursuant to such delegation must be reported to our full audit committee at its next scheduled meeting.

We are seeking a non-binding advisory vote on the compensation of our named executive officers, referred to as a “Say-on-Pay” vote, as disclosed in this proxy statement, in accordance with the requirements of Section 14A of the Exchange Act.

Our executive compensation program and the compensation paid to our named executive officers are described in detail in the section “Executive Compensation—Compensation Discussion and Analysis”. Our compensation programs are overseen by our compensation committee and reflect our philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives, and aligns our executive officers’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

To help achieve these objectives, we structure our named executive officers’ compensation to reward the achievement of short-term and long-term strategic and operational goals.

Based on the above, we request that stockholders approve on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement pursuant to the following resolution:

“RESOLVED, that the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” section, compensation tables, and narrative discussion, is hereby APPROVED.”

The affirmative vote of the stockholders representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy (excluding abstentions and broker non-votes) at the Annual Meeting will be required to approve the compensation of our named executive officers.

As an advisory vote, this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. Stockholders should be aware that this non-binding advisory vote occurs after significant executive officer compensation decisions have been made in the current fiscal year. In addition, because the compensation elements integrate into an overall compensation package, it may not be possible or appropriate to change the compensation package to reflect the results of one year’s non-binding advisory vote on the compensation of our named executive officers before the next annual meeting of stockholders.

Our board of directors currently consists of nine members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election. The below graphic shows key attributes for our three nominees and the six other members of our board of directors whose service is continuing.

 

The following table identifies, as of the date of this proxy statement, each of the nominees for election at the Annual Meeting:

The following table identifies, as of the date of this proxy statement, each of the remaining members of our board of directors whose terms continue beyond the Annual Meeting:

Our nominating and corporate governance committee seeks to assemble a board of directors that possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct our business. We do not have a formal policy to consider diversity in identifying director nominees. To that end, our nominating and corporate governance committee has identified and evaluated nominees in the broader context of the overall composition of our board of directors, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that our nominating and corporate governance committee views as critical to effective functioning of our board of directors. These qualifications may be modified from time to time. Candidates for director nominees are reviewed in the context of the current composition of our board of directors, our operating requirements, and the long-term interests of our stockholders.

In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate governance committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence.

Set forth below is biographical information, as of the date of this proxy statement, for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director and nominee’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

We believe each nominee meets the qualifications, skills, and expertise established by our nominating and governance committee for service on our board of directors, including in areas that are critical to our strategy and operations. We also believe that such nominees, combined with the qualifications, skills, and expertise of the continuing directors, will position our board of directors to continue to serve the best interests of us and our stockholders.

Our governance structure reflects our commitment to accountability, ethical conduct, and the alignment of the interests of our board of directors with the long-term interests of our stockholders. Highlights of our governance profile include:

 

Our Class A common stock is listed on the NYSE. Under the NYSE listing standards, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors consults with our legal counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, and any of their family members, and Olo, our executive officers, and our independent auditors, and following the recommendation of our nominating and corporate governance committee, our board of directors has affirmatively determined that the following eight directors are independent directors within the meaning of the applicable NYSE listing standards: Messrs. Gardner, Cancel, Frankel, Kirkpatrick, Meyer, and Neville, and Mses. Rottenberg and Washington. In making these independence determinations, our board of directors considered the applicable NYSE rules and the current and prior relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our capital stock. Mr. Glass is not independent due to his position as our Chief Executive Officer. Accordingly, a majority of our directors are independent, as required under applicable NYSE rules.

Our board of directors has an independent chair, Mr. Gardner. The primary responsibilities of the chair of our board of directors are to: work with our Chief Executive Officer, Mr. Glass, to develop board meeting schedules and agendas; provide our Chief Executive Officer with feedback on the quality, quantity, and timeliness of the information provided to our board of directors; develop the agenda for, and moderate executive sessions of, the independent members of our board of directors; preside over board meetings; act as principal liaison between the independent members of our board of directors and our Chief Executive Officer; convene meetings of the independent directors as appropriate; and perform other duties as our board of directors may determine from time to time. Accordingly, Mr. Gardner has substantial ability to shape the work of our board of directors.

We believe that the separation of the positions of the chair of our board of directors and our Chief Executive Officer reinforces the independence of our board of directors in its oversight of our business affairs. In addition, we believe that having an independent chair of our board of directors creates an environment that is conducive to objective evaluation and oversight of management’s performance, increasing management’s accountability, and improving the ability of our board of directors to monitor whether management’s actions are in the best interests of Olo and our stockholders. As a result, we believe that having an independent chair of our board of directors can enhance the effectiveness of our board of directors as a whole.

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through its various standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for Olo and the implementation of appropriate processes to administer day-to-day risk management.

 

Cybersecurity risk management is a significant part of our overall risk management process. Our cybersecurity risk management program is informed by security frameworks and standards, such as PCI DSS, ISO 27001, and CIS Controls. We have designed and implemented various information security processes that are intended to protect the confidentiality, integrity, security, and availability of our critical systems and information and provide a cross-functional framework for identifying, preventing, and mitigating cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed and services provided by third-party service providers.

Our board of directors delegates cybersecurity risk management oversight to the audit committee of our board of directors. Our audit committee oversees our cybersecurity processes and policies on risk identification, management, and assessment. Our audit committee also reviews the adequacy and effectiveness of such policies, as well as the steps taken by management to mitigate or otherwise control these cybersecurity exposures and to identify future risks. Our audit committee receives periodic reports from our Chief Information Security Officer (“CISO”) and Chief Legal Officer on material cybersecurity risks, developments in cybersecurity, key cybersecurity initiatives, ongoing priorities and work of the GRC Committee, updated risk assessments of our cybersecurity program, and mitigation strategies. Our Chief Legal Officer is also tasked with reporting on material cybersecurity incidents, if any, to our audit committee.

Our cybersecurity risk management processes are implemented, assessed, and managed by certain members of management, including our CISO and Chief Legal Officer, both of whom act as chairs of our GRC Committee. The GRC Committee provides direction, oversight, and management of our cybersecurity and privacy programs with a focus on business objectives, the protection of customer and employee data, safeguarding our systems, and complying with applicable laws, regulations, and contractual obligations. Cross-functional leaders, including members from our information technology, data science, finance, legal, and people and culture teams, are part of the committee. Our GRC

Committee meets periodically to align cybersecurity and privacy strategy with business needs and risk appetite, to monitor the execution of key cybersecurity initiatives, and to serve as an escalation point for any related issues.

Our board of directors also plays an instrumental oversight role in our strategic planning and initiatives. As a part of this role, our board of directors regularly reviews our business strategy with management to ensure alignment on our long-term goals and strategic initiatives. In addition, our board of directors provides oversight over various other strategic initiatives or transactions implemented by us, including corporate development activities and our share repurchase programs.

Our board of directors meets periodically during the year to review significant developments affecting Olo and to act on matters requiring their approval. Our board of directors met ten times during Fiscal Year 2024. With respect to the committees of our board of directors, during the Fiscal Year 2024, our audit committee met five times, our compensation committee met three times, and our nominating and corporate governance committee met four times. During the Fiscal Year 2024, each incumbent director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which they served, other than David Cancel, who was unable to attend four meetings of our board of directors. We encourage our directors, including our director nominees, to attend our Annual Meeting. At the time of the 2024 annual meeting of stockholders, we had nine directors, all of whom attended the 2024 annual meeting of stockholders.

As required under applicable NYSE listing standards, during the Fiscal Year 2024, our non-employee directors met in regularly scheduled executive sessions at which only non-employee directors were present. Mr. Gardner, our chair, presided over the executive sessions of the board of directors and the chair of each committee presided over the corresponding executive sessions of that committee.

Our board of directors has established a standing audit committee, compensation committee, and nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. Our board of directors has adopted written charters for each of these committees, which are available to stockholders on our investor relations website at investors.olo.com.

The following table provides membership as of the Record Date of April 16, 2025 for each of the standing committees of our board of directors:

C= Chair  M= Member

Our board of directors has determined that each member of every standing committee meets the applicable NYSE rules and regulations regarding “independence” and each member is free of any relationship that would impair their individual exercise of independent judgment with regard to us.

Below is a description of each standing committee of our board of directors:

We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and all applicable SEC and NYSE rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Our board of directors has determined that each of Messrs. Kirkpatrick and Neville and Ms. Washington satisfies the independence requirements under the listing standards of the NYSE and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit committee is Mr. Kirkpatrick, who our board of directors has determined is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. Each member of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

We believe that the composition and functioning of our compensation committee complies with all applicable SEC and NYSE rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

The chair of our compensation committee is Ms. Rottenberg. Our board of directors has determined that each of Ms. Rottenberg and Messrs. Gardner and Cancel is independent under the listing standards of the NYSE and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our compensation committee generally meets at least quarterly. Our compensation committee also acts periodically by unanimous written consent, in lieu of a formal meeting. The agenda for each meeting is usually developed by the chair of our compensation committee, in consultation with management. Our compensation committee meets regularly in executive session. From time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by our compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations by our compensation committee regarding the compensation of our Chief Executive Officer.

The charter of our compensation committee grants our compensation committee full access to all of our books, records, facilities, and personnel. In addition, under the charter, our compensation committee has the authority to obtain, at our expense, advice and assistance from compensation consultants, internal and external legal, accounting or other advisors, and other external resources that our compensation committee considers necessary or appropriate in the performance of its duties. Our compensation committee has direct responsibility for the oversight of the work of any consultants or advisors engaged to advise our compensation committee. In particular, our compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultants' reasonable fees and other retention terms.

In July 2024, our compensation committee engaged Aon’s Human Capital Solutions Practice (a Division of Aon plc) (“Aon”) to be our compensation consultant for 2025 compensation planning. Our prior compensation consultant,

Compensia, Inc. (“Compensia”), served as our compensation consultant for 2024 compensation planning that is detailed in the section titled “Executive Compensation — Compensation Discussion and Analysis.” Our compensation committee requested that Aon:

As part of its engagement, our compensation committee requested that Aon develop a comparative group of companies and analyze their competitive performance and compensation levels. Aon ultimately developed market-based frameworks that were presented to our compensation committee for its consideration.

Generally, our compensation committee’s process for determining executive compensation consists of two related elements: determining compensation levels and establishing performance objectives for the current year. For executive officers, other than our Chief Executive Officer, our compensation committee solicits and considers evaluations and recommendations submitted to our compensation committee by our Chief Executive Officer. The evaluation of our Chief Executive Officer’s performance is conducted by our compensation committee, which determines any adjustments to their compensation as well as awards to be granted. For all executive officers and non-employee directors, as part of its deliberations, our compensation committee may review and consider various factors, as discussed in detail in the section titled “Executive Compensation — Compensation Setting Process.”

No member of our compensation committee is currently an executive officer or employee of Olo. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. Please refer to the section titled “Transactions with Related Persons” for information about related person transactions involving members of our compensation committee or their affiliates.

We believe that the functioning of our nominating and corporate governance committee complies with all applicable SEC and NYSE rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

The chair of our nominating and corporate governance committee, as of the date of this proxy statement, is Mr. Meyer. Effective upon the conclusion of the Annual Meeting, Ms. Washington will become the chair of our nominating and corporate governance committee and Mr. Meyer will remain a member of our nominating and corporate governance committee. Our board of directors has determined that each of Messrs. Meyer and Frankel and Mses. Rottenberg and Washington is independent under the listing standards of the NYSE.

Our nominating and corporate governance committee will consider stockholder recommendations of director candidates, so long as they comply with applicable law and our amended and restated bylaws, which procedures are summarized below. Stockholders who wish to recommend individuals for consideration by our nominating and corporate governance committee to become nominees for election to our board of directors, should do so by delivering a written recommendation to our nominating and corporate governance committee at 285 Fulton Street, One World Trade Center, 82nd Floor, New York, New York 10007, Attention: Corporate Secretary, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the preceding year’s annual meeting of stockholders. We also encourage you to supplementally submit any such recommendation via email to [email protected].

Each submission must include, among other things, the name, age, business address, and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of our capital stock, a description of the proposed candidate’s business experience for at least the last five years, and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected.

If, rather than submitting a candidate to our nominating and corporate governance committee for consideration, you wish to formally nominate a director pursuant to proxy materials that you will prepare and file with the SEC, please refer to the deadline described in “When are stockholder proposals and director nominations due for next year’s annual meeting?” in the section titled “Questions and Answers About These Proxy Materials and Voting” and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our board of directors.

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations. Our stockholder outreach efforts include in-person and virtual meetings between management and investors, analyst meetings, and management presentations at investor and industry conferences. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement,

news releases, and our website. Our webcasts for quarterly earnings releases are open to everyone. These webcasts are available in real time and are archived on our website for a period of time.

Interested parties wishing to communicate with our board of directors, or an individual director, may do so by sending a written communication to the board of directors, or such director, c/o 285 Fulton Street, One World Trade Center, 82nd Floor, New York, New York 10007, Attn: Corporate Secretary. We also encourage interested parties to supplementally email any such communications to us at [email protected] to help ensure prompt receipt. The Corporate Secretary will review each communication. The Corporate Secretary will forward all such communication to our board of directors, or to any individual director to whom the communication is addressed, unless the communication contains advertisements or solicitations or is unduly hostile, threatening, or similarly inappropriate, in which case the Corporate Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

Our board of directors has adopted the Olo Inc. Code of Business Conduct and Ethics which applies to all employees, executive officers, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as well as our directors, contractors, consultants, and others who may be temporarily assigned to perform work or services for us. The Code of Business Conduct and Ethics is available on our website at investors.olo.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Our board of directors has adopted the Olo Inc. Corporate Governance Guidelines for the conduct and operation of our board of directors to give directors a flexible framework for effectively pursuing our objectives for the benefit of our stockholders. The Corporate Governance Guidelines set forth the practices our board of directors intends to follow with respect to board composition and selection, board meetings, board access to management, Chief Executive Officer performance evaluation, management succession planning, and board committees and compensation. The Corporate Governance Guidelines may be viewed on our website at investors.olo.com.

We utilize a comprehensive, multi-part annual evaluation process to ensure that our board of directors is operating effectively and that its processes reflect best practices. The evaluation also aims to (i) find opportunities where our board of directors and committees can improve their performance and effectiveness, (ii) assess any need to evolve the composition and expertise of our board of directors, and (iii) ensure that our board of directors and committees are operating in accordance with our Corporate Governance Guidelines and committee charters. Our nominating and corporate governance committee oversees the evaluation process and solicits feedback for enhancement and improvement.

 

Our culture is driven by our employees’ passion, trustworthiness, and relentless drive to improve. Our employees are the backbone of our success. As of December 31, 2024, we had 617 employees operating across the United States. We have a history of being a “remote first” workplace with approximately 87% of our employees working remotely as of December 31, 2024. We are proud of our remote distributed work culture, and we have a concerted focus on fostering culture and community across all of Team Olo. We work hard to make sure that all employees, including those working remotely, are fully engaged with Olo and its respective teams.

We believe that we are well-equipped to continue to support fully remote work without disruption to our business. None of our employees are represented by a labor union with respect to their employment. We have not experienced any work stoppages, and we consider our relations with our employees to be strong.

We are committed to building an inclusive culture that promotes growth for all employees and supports and celebrates everyone’s voices and perspectives.

We also offer high-quality benefits, wellness initiatives, and a competitive compensation package designed to attract new employees and to retain, motivate, and reward current employees. We offer all full-time employees the opportunity to participate in an employee stock purchase plan, to foster a strong sense of ownership and engage our employees in being committed to our long-term success. Our benefits package is available to all employees working 25+ hours per week and includes competitive health, dental, vision, and disability insurance as well as mental health support and holiday pay.

Our learning and development function offers experiences focused on onboarding, management, leadership, and functional-technical, product, and soft-skills development. In 2024, we enhanced our manager development offerings, including a development program called GROW | Olo’s Leadership Development Program; a 7-month cohort-based program aimed at growing the leader, their team, and Olo.

As part of launching Olo for Good in 2021, we joined Pledge 1%, committing 1% of our fully diluted equity outstanding as of immediately prior to our initial public offering, 1% of our product, and 1% of employee time to social responsibility initiatives. The Olo for Good initiative includes a donor-advised fund created through our independent donor-advised fund sponsor, Tides Foundation. In 2024, through Tides Foundation, Olo for Good donated a total of $900,000 in annual grants and $129,000 in strategic grants to various non-profit organizations.

Our non-employee director compensation policy, which was most recently amended and restated in July 2024, is applicable to all of our non-employee directors. This policy provides that each such non-employee director will be eligible to receive the following compensation for service on our board of directors and our standing committees:

Additional cash retainers for board of directors or committee service (e.g., for service on any ad hoc or other committees of the board of directors) may be approved by our board of directors or our compensation committee. RSU awards under our non-employee director compensation policy described above will be granted under our 2021 Equity Incentive Plan (the “2021 Plan”). Each such award will vest subject to the director’s continuous service with us, provided that each award will vest in full upon a “Change in Control,” as defined in the 2021 Plan.

Non-employee director compensation, including equity and cash, is capped at $1,000,000 in their first calendar year and $750,000 annually thereafter.

In November 2023, our compensation committee amended our non-employee director compensation policy to grant RSU awards based on a share count equal to award value divided by the average NYSE closing price of our Class A common stock over the 30 trading days immediately preceding the grant date. As a result of the November 2023 amendment, in February 2024, our compensation committee granted a one-time RSU award to our board of directors to provide them with the number of shares they would have received for their 2023 annual RSU award (or, in the case of Mr. Kirkpatrick, his initial RSU award) if such amendment was in place during the entirety of the fiscal year-ended December 31, 2023.

The following table provides the total compensation earned by or paid to each of our non-employee directors during Fiscal Year 2024. Directors who are also employees receive no additional compensation as directors. During Fiscal Year 2024, Noah H. Glass, our Chief Executive Officer, was a member of our board of directors and an employee, and received no additional compensation for his services as a director. Please refer to the section titled “Executive Compensation — 2024 Summary Compensation Table” for more information about Mr. Glass' compensation as a named executive officer.

The audit committee of the board of directors has reviewed and discussed the audited financial statements for the fiscal year-ended December 31, 2024 with our management. The audit committee has also reviewed and discussed with Deloitte & Touche LLP, our independent registered public accounting firm for the fiscal year-ended December 31, 2024, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and rules adopted by the SEC. The audit committee has also received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with Deloitte & Touche LLP the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our 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 and filed with the SEC.

Lee Kirkpatrick, Chair

Colin Neville

Zuhairah Washington

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Olo under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The following table sets forth, for our executive officers, their ages and position held with us as of the date of this proxy statement:

Biographical information for Noah H. Glass is included above with the directors’ biographies under the section titled “Board of Directors and Corporate Governance”.

Peter Benevides has served as our Chief Financial Officer since January 2020, overseeing our financial planning and reporting processes. Mr. Benevides previously held the positions of Senior Vice President from January 2018 until December 2019 and Vice President of Finance from April 2015 until January 2018. Prior to joining us, Mr. Benevides held the position of Vice President of Finance and Controller at UrbanDaddy, Inc., a digital media and e-commerce company. Earlier in his career, Mr. Benevides served as the Director of Finance at several companies, including Turntable.fm, Inc., a social music service, and Sony Music Entertainment, a global recorded music company. Mr. Benevides serves on the board of the University of Rhode Island’s College of Business, Innovation & Entrepreneurship Program. Mr. Benevides is a Certified Public Accountant and Certified Management Accountant and holds a B.S. and an M.S. in Accounting from the College of Business Administration at the University of Rhode Island.

Joanna Lambert has served as our Chief Operating Officer since July 2023, overseeing our operations, research and development, and growth strategy. In 2024, Ms. Lambert’s responsibilities expanded to include oversight of Strategy & Operations, Marketing, Customer Experience, Business Development, Partnerships, and M&A. Ms. Lambert brings more than 25 years of executive leadership experience scaling businesses globally in financial services, media, and technology. Prior to joining us, Ms. Lambert was employed from 2018 to 2023 by Yahoo Inc. (formerly Verizon Media Group, itself formerly Oath Inc.) (“Yahoo”), which includes leading brands such as Yahoo Finance, Yahoo News, Yahoo Mail, Yahoo Sports, MAKERS, TechCrunch, AOL, and others. At Yahoo, Ms. Lambert spent 2018 to 2019 as the General Manager of Finance and Tech, then served as the President and General Manager of Yahoo from 2019 to 2022, and served as Strategic Advisor from 2022 until 2023. During Ms. Lambert’s time at Yahoo, she oversaw strategy and operations, media and content, subscriptions, product development, business development, and marketing across 19 markets globally. Prior to Yahoo, Ms. Lambert served in roles at Paypal Holdings, Inc. (NASDAQ: PYPL) (“Paypal”), including Vice President Consumer Product & General Manager, Venmo. Prior to Paypal, Ms. Lambert held various leadership positions at American Express Company (NYSE: AXP), where her final role was Senior Vice President, Chief Product Officer and Operational Excellence. Ms. Lambert currently serves as a Board Member for two non-profits, National Public Radio (“NPR”) and Pencil, Inc. She holds a Bachelor of Business, Communications degree from Queensland University of Technology.

Sherri Manning has served as our Chief People Officer since August 2023, overseeing our people and culture strategy. Ms. Manning brings more than 20 years of experience in the human resources domain providing strategic leadership during rapid expansion, post-IPO development, and acquisitions at globally recognized companies and late-stage startups. Prior to joining us, Ms. Manning served as the Chief People Officer at BigCommerce Holdings, Inc. (NASDAQ: BIGC) (“BigCommerce”) from 2017 to 2023, where she orchestrated the human resources, facilities/real estate, and administrative functions. Earlier in her career, Ms. Manning held leadership roles with multiple companies, including at International Business Machines Corporation (NYSE: IBM), UniversalPegasus International, Q2 Holdings, Inc. (NYSE: QTWO), and Dell Technologies, Inc. (NYSE: DELL), in which she displayed a keen sense for company culture, DEI, ethics and compliance, organization development, and human resources management. Ms. Manning has also been recognized for her significant contributions to the field of Human Resources, including winning the 2023 OnCon ICON Award for

being one of the Top 10 Human Resources Professionals in the US. Ms. Manning has a B.A. in Political Science from Phillips University, a J.D. from the University of Oklahoma College of Law, and a L.L.M. from Georgetown University Law Center.

Robert Morvillo has served as our Chief Legal Officer and Corporate Secretary since January 2024, overseeing our legal and compliance strategy. Mr. Morvillo previously held the position of General Counsel and Corporate Secretary from January 2023 until December 2023, and Senior Vice President of Legal from July 2022 until January 2023. Prior to joining us, from 2015 until 2022, Mr. Morvillo served in several roles at Diebold Nixdorf, Inc. (NYSE: DBD), an international financial and retail technology company, including as the Vice President, Associate General Counsel where he oversaw various legal functions such as strategic contracting, data privacy, cybersecurity, payments, and compliance. Earlier in his career, Mr. Morvillo was a litigator at a boutique defense firm and Goodwin Procter LLP where he represented companies and individuals in civil, criminal, and regulatory investigations and trials. Mr. Morvillo also clerked for the Honorable Richard M. Berman in the Southern District of New York. Mr. Morvillo holds a B.A. in History from Miami University and a J.D. from Brooklyn Law School.

Our executive compensation program is designed to attract, motivate, incentivize, and retain our executive officers, who contribute to our long-term success. Pay that is competitive, rewards performance, and effectively aligns the interests of our executive officers with our long-term stockholders is key to our program’s design and objectives. Our executive compensation program emphasizes long-term equity, which correlates with sustainable long-term value for our stockholders.

Our executive compensation program consists of the following elements: base salary, the annual cash bonus plan (the “Bonus Plan”), the sales compensation plan (including the sales commission payments to our former Chief Revenue Officer), and long-term equity incentives. We believe that these elements balance incentives for our executive officers and promote our overarching philosophy of paying for demonstrable performance.

The compensation provided to our named executive officers for Fiscal Year 2024, is detailed in the “Executive Compensation — 2024 Summary Compensation Table” below.

Our named executive officers for Fiscal Year 2024, which consisted of our principal executive officer, our principal financial officer, and the next three most highly compensated executive officers were:

Management Changes in 2024

Effective January 1, 2024, Robert Morvillo was promoted from General Counsel and Corporate Secretary to Chief Legal Officer and Corporate Secretary. On November 1, 2024, Olo and Diego Panama, our former Chief Revenue Officer, mutually agreed that Mr. Panama would depart Olo effective December 31, 2024. Olo and Mr. Panama also mutually agreed that he would continue to provide advisory services on an as-needed basis through March 31, 2025.

We are Olo, a leading open SaaS platform for restaurants. We provide restaurant brands with an enterprise-grade, open SaaS platform that powers their digital ordering, delivery, and full-stack payment programs and enables brands to collect, analyze, and act on data to drive more personalized guest experiences and profitable traffic. Our platform and application programming interfaces, or APIs, seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Leading restaurant brands trust Olo for its capabilities, reliability, security, scalability, and interoperability. Our platform currently handles, on average, more than 2.5 million orders per day, and more than 95 million guests have transacted on our platform over the last year. As of December 31, 2024, our customer base included more than 750 restaurant brands, representing approximately 86,000 active locations, across all industry service models, including quick service, fast casual, casual dining, family dining, and coffee and snack food.

Based on our overall operating environment and our business results, our compensation committee took the following key actions regarding our named executive officer compensation for and during Fiscal Year 2024:

We design our executive compensation program to align the recruitment, motivation, and retention of our executive officers, including our named executive officers, with the interests of our stockholders. To ensure this balance, we seek to ensure that a meaningful portion of our executive officers’ annual target total compensation opportunity is both “at-risk” and variable in nature.

We emphasize variable compensation that appropriately rewards our executive officers through the following two principal compensation elements:

These variable pay elements ensure that, each year, a substantial portion of our executive officers’ target total compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

We believe that these compensation elements provide balanced incentives for our executive officers to meet our business objectives and drive long-term growth. To ensure that we remain aligned with our compensation philosophy, our compensation committee regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our performance over this period.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our compensation committee reviews our executive compensation program on an annual basis to ensure

consistency with our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2024:

At our 2024 annual meeting of stockholders, we conducted a non-binding stockholder advisory vote on the approval of the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). Over 97% of the shares represented and entitled to vote on this proposal (excluding broker non-votes) voted to approve, on an advisory basis, the compensation of our named executive officers at last year’s annual meeting. Our compensation committee believes that the vote outcome indicates that stockholders generally approve of the structure of our executive compensation program. Based on the strong level of support, our compensation committee structured executive compensation for 2024 in a manner that was generally consistent with our 2023 executive compensation program.

We value the opinions of our stockholders. Our board of directors and our compensation committee will consider the outcome of this year’s Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our named executive officers. Please refer to Proposal 3 in this proxy statement for more information.

We structure the annual compensation of our executive officers using a combination of the following principal elements: base salary, annual cash bonus opportunities, sales commission payments (as applicable), and long-term equity incentives. The design of our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide a compensation program that is competitive, rewards achievement of our business objectives, and aligns our employees’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

We have not adopted policies or employed guidelines for allocating total compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. As described below, our compensation committee considers a variety of factors in formulating and proposing the appropriate annual mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

Our compensation committee may discharge the responsibilities of our board of directors relating to the compensation of our executive officers, including our named executive officers, the non-employee members of our board of directors, and employees, as appropriate. Our compensation committee has the overall responsibility for overseeing our compensation and benefits policies generally, and for overseeing and evaluating the compensation plans, policies, and practices applicable to our executive officers.

In carrying out its responsibilities, our compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy. The compensation committee develops strategies and makes recommendations and decisions that it believes further this philosophy or better align with developments in best compensation practices. The compensation committee also reviews the performance of our executive officers when making recommendations and decisions with respect to their compensation.

Our compensation committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually and revised as appropriate. The charter is available at investors.olo.com. Our compensation committee also retains compensation consultants (as described below) to provide support in reviewing and assessing our executive compensation program; however, our compensation committee exercises its own judgment in determining the compensation of our executive officers, including our named executive officers.

Each year, our compensation committee conducts an annual review of the target total compensation of our executive officers, including our named executive officers, as appropriate. This typically occurs during the first quarter of the year.

Our compensation committee targets the 50th percentile of market data when reviewing the target total compensation of our executive officers. In determining the target total compensation of our executive officers, our compensation committee relies primarily on their general experience and subjective considerations of various factors, including the following:

These factors provide the framework for formulating and determining the target total compensation for each executive officer, including each named executive officer. No single factor is determinative in these decisions, nor is the impact of any individual factor on the determination of pay levels quantifiable.

Our compensation committee does not weigh the above factors in a predetermined manner or apply formulas to determine the target total compensation of our executive officers. The members of our compensation committee consider this information in light of their individual experience; their knowledge of Olo, the competitive market, and each executive officer; and their own business judgment.

Our compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or to make specific compensation decisions with respect to our executive officers. Instead, in determining the compensation of our executive officers, our compensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment. Our compensation committee also reviews broad-based compensation surveys to gain a general understanding of market compensation levels.

In discharging its responsibilities, our compensation committee works with members of our management, including our Chief Executive Officer. Our management assists our compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. Our compensation committee solicits and reviews our Chief Executive Officer’s proposals with respect to executive compensation program structures, as well as any recommendations for adjustments to base salary, annual cash bonus, sales commission payments, long-term equity incentives, and other compensation-related matters for our executive officers, including our named executive officers (except with respect to our Chief Executive Officer’s own compensation), based on our Chief Executive Officer’s evaluation of their performance for the prior fiscal year.

Performance of our executive officers, including our named executive officers, is reviewed annually by our Chief Executive Officer. Each executive officer is evaluated based on the level of success in accomplishing their annual business objectives and their overall performance for the year. The annual business objectives for each executive officer are developed through mutual discussion and alignment between our Chief Executive Officer and each executive officer, and takes into account our overall business objectives.

Our Chief Executive Officer’s evaluations, along with any recommendations for compensation adjustments, are shared with our compensation committee for review and discussion. Our compensation committee utilizes these evaluations and recommendations as just one factor in determining the compensation of our executive officers, including our named executive officers. Our Chief Executive Officer also attends meetings of our board of directors and our compensation committee at which executive compensation matters are addressed, except with respect to discussions involving our Chief Executive Officer’s own compensation.

Our compensation committee has the sole authority to retain external compensation consultants to assist it by providing information, analysis, and other advice relating to our executive compensation program. Our compensation committee also has the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultants report directly to our compensation committee and its chair, and serve at the discretion of our compensation committee, which reviews the engagements annually.

In 2024, our compensation committee engaged Compensia, a national compensation consulting firm, to serve as its independent compensation consultant and to advise on executive compensation matters.

During 2024, Compensia attended the meetings of our compensation committee (both with and without management present), as requested, and provided various services, including the following:

Compensia also coordinated with our management for data collection and job matching for our executive officers. In 2024, Compensia did not provide any other services to us.

In July 2024, our compensation committee engaged Aon as our compensation consultant for 2025 compensation planning. Our compensation committee has evaluated its relationship with Compensia for Fiscal Year 2024 services, and its relationship with Aon for the fiscal year-ending December 31, 2025 services, to ensure that it believes that each compensation consultant is independent from management. This review process included a review of both consultants’ services to Olo, the quality of those services, and the fees associated with the services. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), the listing standards of the NYSE, and such other factors as were deemed relevant under the circumstances, our compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia and Aon. In addition, our compensation committee evaluated the independence of its other outside advisors to our compensation committee, including outside legal counsel, considering the same independence factors, and concluded their work for our compensation committee did not raise any conflicts of interest.

For purposes of assessing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. Generally, this compensation peer group consists of SaaS companies, with a focus on enterprise software companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is one of several factors that our compensation committee uses to determine the compensation of our executive officers, including our named executive officers. Our compensation committee reviews our compensation peer group at least annually and may replace some or all of the companies from time to time as changes in market positions and company size, including our own, may suggest more representative peer group companies.

In August 2023, our compensation committee directed Compensia to review and update our compensation peer group to reflect current market conditions, to remove both acquired and to be acquired companies, and to retain key peer companies identified by management and our compensation committee. In identifying and selecting the companies to comprise the updated compensation peer group, Compensia considered the following primary criteria:

The updated compensation peer group for Fiscal Year 2024, as approved by our compensation committee in August 2023, consisted of the following companies:

BTRS Holdings Inc., Duck Creek Technologies, Inc., and Sumo Logic, Inc. were removed from our 2024 compensation peer group, having been acquired since their inclusion in our 2023 group. Additionally, to align our executive compensation with the 50th percentile among our peers based on revenue and market capitalization, we removed Lightspeed Commerce Inc. and Workiva Inc. from our peer group. In their place, we added Braze, Inc., Expensify Inc., Par Technology Corp., Riskified Ltd., and Weave Communications Inc. Although Riskified Ltd. is headquartered in Israel, we included it due to its comprehensive executive compensation disclosures and its prior identification by executive management as a relevant competitor.

Additionally, our compensation committee utilized data from custom data cuts drawn from the Radford Global Technology Survey database (including a survey cut of 15 of the 18 companies in our compensation peer group and a survey cut of U.S. software companies with revenues between $100 million and $1.0 billion), to evaluate the competitive market when determining the total compensation packages for our executive officers for Fiscal Year 2024.

As part of our annual compensation-related risk review, our compensation committee, in consultation with management and Compensia, conducted an analysis to determine whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on us in light of our overall business, strategy, and objectives. This risk assessment included, among other things, a review of our cash compensation and long-term equity incentives across executive and non-executive employee populations, as well as other compensation-related policies to which our employees are subject.

The compensation risk assessment is two-pronged and evaluates both (i) material enterprise risks related to our business that may be exacerbated by compensation policies and practices and (ii) the potential risks arising from attributes in our compensation practices, performance criteria, payout curves and leverage, pay mix, and verification of performance results.

After reviewing the results of the analysis, our compensation committee and management believe our current compensation policies and practices (i) balance an appropriate risk and reward profile in relation to our overall business strategy and (ii) do not encourage our employees, including our executive officers, to take excessive or inappropriate risks that are reasonably likely to have a material adverse effect on us.

 

Base salary represents the fixed portion of the compensation of our executive officers, including our named executive officers, and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each executive officer with a specified level of cash compensation during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests.

We establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual, taking into account their position, qualifications, experience, prior salary level, market compensation levels, practices against peer companies, and the base salaries of our other executive officers. Additionally, our compensation

committee reviews the base salaries of our executive officers each year as part of its annual review of our executive compensation program, with input from our Chief Executive Officer (except with respect to the Chief Executive Officer’s own base salary) and makes such adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer’s performance, individual contributions, responsibilities, and market conditions. In addition, the base salaries of our executive officers may be adjusted by our compensation committee in the event of a promotion or significant change in responsibilities.

In February 2024, our compensation committee reviewed the base salaries of our executive officers, including our named executive officers, taking into consideration a competitive market analysis prepared by Compensia, as well as the other factors described in “Executive Compensation — Setting Target Total Compensation” above. Following this review, our compensation committee adjusted the base salary of our recently promoted Chief Legal Officer and Corporate Secretary, bringing his base salary to a level that is comparable to those of similarly-situated executive officers in our compensation peer group and the relevant compensation market data to improve competitive alignment with our peers. Our compensation committee did not adjust the base salary for any other named executive officer.

The base salaries of our named executive officers for 2024 were as follows:

The actual salaries paid to our named executive officers during 2024 are set forth in the “2024 Summary Compensation Table” below.

We use the Bonus Plan to motivate our executive officers, including our named executive officers, to achieve our annual business goals. In February 2024, as part of its annual review of our executive compensation program, our compensation committee reviewed the annual target cash bonus opportunities of our executive officers, including our named executive officers, taking into consideration a competitive market analysis prepared by Compensia as well as the other factors described in “Executive Compensation — Setting Target Total Compensation” above. Following this review, our compensation committee increased the annual target cash bonus for our Chief Legal Officer and Corporate Secretary, bringing his annual target cash bonus to a level that is comparable to those of similarly-situated executive officers in our compensation peer group and the relevant market data. Mr. Panama was not a participant in the Bonus Plan, as he was subject to his sales compensation plan, as described further below. Our compensation committee did not adjust the annual target cash bonus for any other named executive officer.

The 2024 annual target cash bonuses of our named executive officers participating in the Bonus Plan were as follows:

Potential annual cash bonuses for our named executive officers under the Bonus Plan could range from 50% to 135% of their annual target cash bonus.

The Bonus Plan is based on the attainment of certain corporate performance measures relating to financial and operational objectives, as determined by our compensation committee. The Bonus Plan was funded based on our actual results for the year as evaluated against these performance measures.

In November 2023, our compensation committee selected the following three performance measures: non-GAAP total gross profit (weighted 50%), non-GAAP operating income (“NGOI”) (weighted 25%) and gross revenue (weighted 25%). Our compensation committee believed these performance measures were appropriate because, in its view, they were strong indicators of the successful execution of our annual management plan and provided a strong emphasis on growth while managing expenses and strengthening our customer and employee relationships. Our compensation committee also believed these measures most directly influence the creation of sustainable long-term stockholder value.

For purposes of the Bonus Plan, non-GAAP total gross profit was calculated by adjusting GAAP total gross profit for the following items: applicable stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions) and related payroll tax expense, and applicable capitalized internal-use software and intangible amortization. NGOI was calculated by adjusting GAAP operating income for the following items: applicable stock-based compensation expense and related payroll tax expense, equity expense related to charitable contributions of our Class A common stock (non-cash expense), certain litigation-related expenses (which consist of legal and other professional fees associated with litigation-related matters which are not indicative of our core operations and are not part of our normal course of business), costs and impairment charges associated with the sublease of our former corporate headquarters, loss on disposal of assets, non-cash capitalized internal-use software impairment, applicable capitalized internal-use software and intangible amortization (non-cash expense), restructuring charges, certain severance costs, and transaction costs (typically incurred within one year of the related acquisition). Gross revenue was calculated in accordance with GAAP.

In November 2023, our compensation committee approved a threshold, target, and maximum achievement level for each of these performance measures, as pegged against our Fiscal Year 2024 management plan. To the extent that performance for any measure was below the threshold achievement level, there would be no payment with respect to that measure. In addition, the potential payment for any measure was capped at the maximum payout level. Payout for points between achievement levels were to be calculated using linear interpolation. The below-referenced achievement levels, which are pegged against our Fiscal Year 2024 management plan, should not be interpreted as a prediction of how we will perform in future periods. As described, the purpose of these achievement levels was to establish a method for determining the payment of annual cash bonuses.

The table below provides details of the performance measures and the various attainment levels for Fiscal Year 2024 (in millions except percentages).

The table below shows our performance measures as compared to our actual attainment and the resulting payout levels for Fiscal Year 2024 (in millions, except percentages):