DEF 14A_20220429

DEF 14A 1 def14a_20220429.htm DEF 14A DEF 14A_20220429


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

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 Pursuant to §240.14a-12


ROVER GROUP, 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 14a-6(i)(1) and 0-11

720 Olive Way, 19th Floor
Seattle, Washington 98101
(888) 453-7889

April 29, 2022

Dear Fellow Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Rover Group, Inc., to be held on Wednesday, June 15, 2022 at 9:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ROVR2022, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Rover.

Sincerely,

Aaron Easterly

Chief Executive Officer and

Chairperson of the Board

ROVER GROUP, INC.
720 Olive Way, 19th Floor
Seattle, Washington 98101

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Time and Date			9:00 a.m., Pacific Time, on Wednesday, June 15, 2022
Place			The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ROVR2022, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.
Items of Business			•To elect two Class I directors to hold office until our 2025 annual meeting of stockholders and until their respective successors are elected and qualified. •To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. •To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.
Record Date			April 18, 2022 Only stockholders of record as of April 18, 2022 are entitled to notice of and to vote at the annual meeting.
Availability of Proxy Materials			The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 29, 2022 to all stockholders entitled to vote at the annual meeting. The proxy materials and our annual report can be accessed as of April 29, 2022 by visiting www.proxyvote.com.
Voting			Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible.

By order of the Board of Directors,

Melissa Weiland

General Counsel and Secretary

Seattle, Washington

April 29, 2022

TABLE OF CONTENTS


			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
Composition of the Board			7
Nominees for Director			7
Continuing Directors			8
Board Diversity			9
Director Independence			10
Family Relationships			10
Board Leadership Structure and Role of Lead Independent Director			10
Role of Board in Risk Oversight Process			10
Board Committees			11
Attendance at Board and Stockholder Meetings			14
Executive Sessions of Non-Employee Directors			14
Compensation Committee Interlocks and Insider Participation			14
Considerations in Evaluating Director Nominees			14
Stockholder Recommendations and Nominations to our Board of Directors			15
Communications with the Board			15
Policy Prohibiting Hedging or Pledging of Securities			16
Corporate Governance Guidelines and Code of Business Conduct and Ethics			16
Director Compensation			17
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS			2 1
Nominees			21
Vote Required			21
Board Recommendation			21
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Change in Certifying Accountant			2 2
Fees Paid to the Independent Registered Public Accounting Firm			23
Auditor Independence			23
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			23
Vote Required			23
Board Recommendation			23
REPORT OF THE AUDIT COMMITTEE			24

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EXECUTIVE OFFICERS			25
EXECUTIVE COMPENSATION			26
Emerging Growth Company Status			26
Summary Compensation Table			26
Narrative Disclosure to Summary Compensation Table			27
Potential Payments upon Termination or Change of Control			30
Outstanding Equity Awards at Fiscal 2021 Year-End			31
Equity Compensation Plan Information			32
Limitation of Liability and Indemnification of Officers and Directors			33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			34
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			37
Legacy Rover Relationships and Related Person Transactions Prior to the Merger			37
Rover Group, Inc. Related Person Transactions			38
Policies and Procedures for Related Person Transactions			39
OTHER MATTERS			40
Stockholder Proposals or Director Nominations for 2023 Annual Meeting			40
Availability of Bylaws			40
Delinquent Section 16(a) Reports			40
2021 Annual Report			40

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ROVER GROUP, INC.

PROXY STATEMENT

FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
To be held at 9:00 a.m., Pacific Time, on Wednesday, June 15, 2022

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. As used in this proxy statement, references to “we,” “us,” “our,” “Rover” and the “Company” refer to Rover Group, Inc., a Delaware corporation, and its subsidiaries.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

What is Rover Group’s relationship to Nebula Caravel Acquisition Corp.?

On July 30, 2021, A Place for Rover, Inc., or Legacy Rover, consummated a business combination, or the Merger, with Nebula Caravel Acquisition Corp., our legal predecessor company and a special purpose acquisition company, or Caravel, whereby Legacy Rover became a wholly owned subsidiary of Caravel, and Caravel changed its name to Rover Group, Inc. As previously reported in Item 5.01 of our current report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2021, a change in control resulted from the Merger.

Why am I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors, or the Board, for use at the 2022 annual meeting of stockholders of Rover Group, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The annual meeting will be held on Wednesday, June 15, 2022 at 9:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast only. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ROVR2022, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

The Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and form of proxy, and our annual report, is first being sent or given on or about April 29, 2022 to all stockholders of record as of April 18, 2022. The proxy materials and our annual report can be accessed as of April 29, 2022 by visiting www.proxyvote.com. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice of Internet Availability.

Why are you holding a virtual meeting and what do I need to do to attend the annual meeting?

The Board adopted a virtual meeting format for our annual meeting this year to protect our stockholders, Board and employees in light of the ongoing COVID-19 pandemic. In addition, a virtual meeting format will facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

The virtual meeting platform is supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting.

Stockholders of Record. If you were a stockholder of record as of the record date, then you may attend the annual meeting virtually, and will be able to submit your questions during the meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/ROVR2022. To attend and participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability or proxy card.

Street Name Stockholders. If you were a street name stockholder as of the record date and your voting instruction form or Notice of Internet Availability indicates that you may vote your shares through the proxyvote.com website, then you may access and participate in the annual meeting with the 16-digit control number indicated on that voting instruction form or Notice of Internet Availability. Otherwise, street name stockholders should contact their bank, broker or other nominee and obtain a legal proxy in order to be able to attend and participate in the annual meeting.

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The annual meeting live audio webcast will begin promptly at 9:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

The question and answer session will include questions submitted live during the annual meeting. Questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/ROVR2022. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

How can I get help if I have trouble checking in or listening to the annual meeting online?

If you encounter technical or logistical difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-844-986-0822 (U.S.) or 1-303-562-9302 (International) for assistance. These phone numbers are only for technical or logistical difficulties accessing the virtual meeting and cannot be used to vote.

What proposals will be voted on at the annual meeting?

The following proposals will be voted on at the annual meeting:

•the election of two Class I directors to hold office until our 2025 annual meeting of stockholders and until their respective successors are elected and qualified;

•the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

As of the date of this proxy statement, our management and Board were not aware of any other matters to be presented at the annual meeting.

How does the Board recommend that I vote on these proposals?

Our Board recommends that you vote your shares:

•“FOR” the election of each Class I director nominee named in this proxy statement; and

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

Do our directors and officers have an interest in any of the matters to be acted upon at the annual meeting?

Members of our Board have an interest in Proposal 1, the election to the Board of two Class I director nominees as set forth herein, as each of the nominees is currently a member of the Board. Members of the Board and our executive officers do not have any interest in Proposal 2, the ratification of the appointment of our independent registered public accounting firm.

Who is entitled to vote at the annual meeting?

Holders of our Class A common stock as of the close of business on April 18, 2022, the record date for the annual meeting, may vote at the annual meeting. As of the record date, there were 181,849,660 shares of our Class A common stock outstanding. Each share of Class A common stock is entitled to one vote on each matter properly brought before the annual meeting. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the annual meeting. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Street Name Stockholders. If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a

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beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Throughout this proxy statement, we refer to these holders as “street name stockholders.”

Is there a list of registered stockholders entitled to vote at the annual meeting?

A list of registered stockholders entitled to vote at the annual meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the annual meeting between the hours of 9:00 a.m. and 5:00 p.m., Pacific Time, at our principal executive offices located at 720 Olive Way, 19th Floor, Seattle, Washington 98101 by contacting our corporate secretary. The list of registered stockholders entitled to vote at the annual meeting will also be available online during the annual meeting at www.virtualshareholdermeeting.com/ROVR2022, for those stockholders attending the annual meeting.

How many votes are needed for approval of each proposal?

•Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of all of the director nominees named herein, (2) WITHHOLD authority to vote for all such director nominees or (3) vote FOR the election of all such director nominees other than any nominees with respect to whom the vote is specifically WITHHELD by indicating in the space provided on the proxy. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

•Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal. That is, abstentions will have the same effect as a vote AGAINST this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the annual meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

What is a broker non-vote?

If you hold your shares in street name and you do not submit voting instructions to the firm that holds your shares, the firm has discretionary authority to vote your shares only with respect to “routine” matters. For non-routine matters, which include every item to be voted on other than Proposal No. 2—R atification of appointment of independent registered public accounting firm, the firm that holds your shares will not have discretion to vote your shares. This is called a “broker non-vote.”

How do I vote and what are the voting deadlines?

Stockholders of Record. If you are a stockholder of record, you may vote in one of the following ways:

•by Internet at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 14, 2022 (have your Notice of Internet Availability or proxy card in hand when you visit the website);

•by toll-free telephone at 1-800-690-6903, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 14, 2022 (have your Notice of Internet Availability or proxy card in hand when you call);

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•by completing, signing and mailing your proxy card (if you received printed proxy materials), which must be received prior to the annual meeting; or

•by attending the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ROVR2022, where you may vote during the meeting (have your Notice of Internet Availability or proxy card in hand when you visit the website).

Street Name Stockholders. If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or Notice of Internet Availability indicates that you may vote your shares through the proxyvote.com website, then you may vote those shares at the annual meeting with the 16-digit control number indicated on that voting instruction form or Notice of Internet Availability. Otherwise, you may not vote your shares at the annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholders of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•“FOR” the election of each Class I director nominee named in this proxy statement;

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

In addition, if any other matters are properly brought before the annual meeting or any adjournment or postponement of the meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of Class A common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

Can I change my vote or revoke my proxy?

Stockholders of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the annual meeting by:

•entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above under "How do I vote and what are the voting deadlines?");

•completing and returning a later-dated proxy card, which must be received prior to the annual meeting;

•delivering a written notice of revocation to our corporate secretary at Rover Group, Inc., 720 Olive Way, 19th Floor, Seattle, Washington 98101, Attention: Corporate Secretary, which must be received prior to the annual meeting; or

•attending and voting at the annual meeting (although attendance at the annual meeting will not, by itself, revoke a proxy).

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

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What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Tracy Knox, our Chief Financial Officer, and Melissa Weiland, our General Counsel and Secretary, have been designated as proxy holders for the annual meeting by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board on the proposals as described above. If any other matters are properly brought before the annual meeting, then the proxy holder will use their own judgment to determine how to vote your shares. If the annual meeting is postponed or adjourned, then the proxy holder can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

Who will count the votes?

A representative of Broadridge Investor Communication Solutions, Inc., or Broadridge, will tabulate the votes and act as inspector of election.

How can I contact Rover’s transfer agent?

You may contact our transfer agent, American Stock Transfer & Trust Company, LLC, or AST, by telephone at (800) 937-5449 or (718) 921-8124. You can also e-mail AST at help@astfinancial.com or write AST at Rover Group, Inc., c/o AST, 6201 15th Avenue, Brooklyn, NY 11219. You may also access instructions with respect to certain stockholder matters (for example, change of address) via the Internet at https://www.astfinancial.com/.

How are proxies solicited for the annual meeting and who is paying for such solicitation?

Our Board is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

Where can I find the voting results of the annual meeting?

In a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission, or SEC, within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request paper or email copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?

If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

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I share an address with another stockholder, and we received only one copy of the Notice of Internet Availability or proxy statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. The Notice of Internet Availability for each stockholder will include that stockholder’s unique control number needed to vote his or her shares. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice of Internet Availability or proxy statement and annual report, as applicable, please call Broadridge Financial Solutions, Inc. toll-free at 1-866-540-7095 in the U.S., by email at sendmaterial@proxyvote.com, or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Street name stockholders may contact their broker, bank or other nominee to request information about householding.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our business and affairs are managed under the direction of the Board. Our Board currently consists of eight directors, seven of whom are independent under Nasdaq listing standards. The number of directors are fixed by the Board, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. Each of our directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Our Board is divided into three classes with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Our amended and restated certificate of incorporation provides that any increase or decrease in the number of directors must be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The classification of the Board with staggered three-year terms may have the effect of delaying or preventing changes in control of the Company.

The following table sets forth the names, ages as of April 18, 2022, and certain other information for each of our directors and director nominees:


Name	Class	Age	Position(s)	Rover Group, Inc. Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominees for Director
Aaron Easterly	I	44	Chairperson	2021	2022	2025
Venky Ganesan(3) (4)	I	48	Director	2021	2022	2025

Continuing Directors
Susan Athey(1)(2)	II	51	Director	2021	2023	—
Greg Gottesman (4)	II	52	Director	2021	2023	—
Scott Jacobson(2)	II	45	Director	2021	2023	—
Megan Siegler(3) (4)	III	40	Lead Independent Director	2021	2024	—
Kristina Leslie(2) (3)	III	57	Director	2021	2024	—
Adam H. Clammer	III	51	Director	2020	2024	—

(1) On April 21, 2022, Dr. Athey notified us that she will be resigning from our Board effective August 4, 2022. Until then, Dr. Athey will continue to serve on our Board and as a member of the audit committee.

(2) Member of audit committee.

(3) Member of compensation committee.

(4) Member of nominating and corporate governance committee.

Nominees for Director

Aaron Easterly has served as our chief executive officer and chairperson of our Board since July 30, 2021. Mr. Easterly has served as Legacy Rover’s chief executive officer and as a member of Legacy Rover’s Board since September 2011. Previously, Mr. Easterly served as entrepreneur in residence at Madrona Venture Group from May 2011 until September 2011 and in various positions, including general manager, advertising strategy and monetization, at Microsoft from 2007 until 2011. Mr. Easterly holds an A.B. in Economics with Honors from Harvard University.

We believe Mr. Easterly’s perspective, experience and institutional knowledge as Rover’s co-founder and chief executive officer qualify him to serve on our Board.

Venky Ganesan has served as a member of our Board since July 30, 2021. Mr. Ganesan served on the Legacy Rover Board from February 2014 to July 2021. Mr. Ganesan has served as a managing director at Menlo Ventures since March 2013. Previously, Mr. Ganesan served as a managing director at Globespan Capital from 1998 until 2012 and as the chairperson of the National Venture Capital Association from 2016 until 2017. Mr. Ganesan also serves on the board of several other

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companies, including Abnormal Security, AppDome, MealPal, Dedrone and BitSight Technologies. Mr. Ganesan holds a B.A. in Economics and Math from Reed College and a B.S. in Engineering and Applied Science with a focus on Computer Science from California Institute of Technology.

We believe Mr. Ganesan’s experience as a venture capitalist investing in technology companies, in addition to his experience as a director of various companies, qualifies him to serve on our Board.

Continuing Directors

Susan Athey has served as a member of our Board since July 30, 2021. Dr. Athey served on the Legacy Rover Board from November 2016 to July 2021. Dr. Athey has served as economics of technology professor at Stanford Graduate School of Business since 2013, including as founder of the Golub Capital Social Impact Lab since 2019. Previously, Dr. Athey served as a professor at Massachusetts Institute of Technology, Stanford University and Harvard University, as a consulting chief economist to Microsoft, and on the National Academies Board of Sciences, Technology, and Economic Policy. Dr. Athey also currently serves on the board of several other companies, including Ripple Labs, Inc., Expedia Group, Inc. (NASDAQ: EXPE), LendingClub Corporation (NYSE: LC) and Turo Inc. Dr. Athey holds a B.A. in Economics, Computer Science, and Mathematics from Duke University, a Ph.D. in Economics from Stanford University Graduate School of Business, and an honorary doctorate from Duke University.

We believe Dr. Athey’s experience as an educator, researcher, and adviser to technology companies, in addition to her experience as a director of various companies, qualifies her to serve on our Board.

Greg Gottesman has served as a member of our Board since July 30, 2021. Mr. Gottesman served on the Legacy Rover Board from June 2011 to July 2021. Mr. Gottesman has served as the managing director and co-founder at Pioneer Square Labs since 2015 and as an adjunct faculty member at University of Washington since 2011 teaching entrepreneurship and venture finance. Mr. Gottesman previously served as a managing director at Madrona Venture Group, and as co-founder and chief executive officer at Legacy Rover from incorporation until September 2011. Mr. Gottesman also serves on the board of several other companies, including LumaTax, NextStep, Kevala, Joon Care, Hola Cash Technologies and Boundless Immigration. Mr. Gottesman holds a B.A. with Honors and Distinction in Political Science from Stanford University, a M.B.A. with Honors and Distinction from Harvard Business School, and a J.D. cum laude from Harvard Law School where he served as editor of the Harvard Law Review.

We believe Mr. Gottesman's experience as a venture capitalist investing in technology companies, in addition to his experience as an educator and as a director of various companies, qualifies him to serve on our Board.

Scott Jacobson has served as a member of our Board since July 30, 2021. Mr. Jacobson served on the Legacy Rover Board from October 2017 to July 2021. Mr. Jacobson has served as a managing director at Madrona Venture Group since 2007. Previously, Mr. Jacobson served in senior product and business management positions in the Amazon Kindle and Amazon Marketplace groups at Amazon.com from 2003 until 2007. Mr. Jacobson holds a B.A. in Applied Mathematics and Economics from Northwestern University and a M.B.A. from Stanford Graduate School of Business, where he was an Arjay Miller Scholar.

We believe Mr. Jacobson’s experience as a venture capitalist investing in technology companies, in addition to his leadership experience in technology product development, qualifies him to serve on our Board.

Megan Siegler has served as the Lead Independent Director of our Board since July 30, 2021. Ms. Siegler served on the Legacy Rover Board from July 2017 to July 2021. Ms. Siegler has served as Chief Operating Officer at Niantic since 2020 and on the board of Niantic since 2017. Previously, Ms. Siegler served as managing partner at Spark Capital from 2015 to 2020, as a partner at Kleiner Perkins Caufield & Byers from 2012 until 2015, as the director of products at Square from 2011 until 2012, and in various leadership positions in marketing, business development and product management at Google from 2004 until 2011. Ms. Siegler also serves on the board of several other companies, including Pendo.io and Handshake. Ms. Siegler holds a B.A. in Political Science and History from Stanford University.

We believe Ms. Siegler’s experience as a venture capitalist investing in technology companies, in addition to her leadership experience at some of the world’s largest technology companies and her experience as a director of various companies, qualifies her to serve on our Board.

Kristina Leslie has served as a member of our Board since July 30, 2021. Ms. Leslie served on the Legacy Rover Board from February 2021 to July 2021. Ms. Leslie is the chairperson of the board of Blue Shield of California. Ms. Leslie has served on Blue Shield’s board since 2013, and as a director, chair of the audit committee and member of the compensation committee for Sunstone Hotel Investors (NYSE: SHO) since April 2021. Ms. Leslie also serves on the board of directors and as chairperson of the audit committee for CVB Financial Corp. (NASDAQ: CVBF) and Justworks, Inc. Previously, she served

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on the boards of several other public and private companies, including Glassdoor Inc., Orbitz Worldwide, Inc. (NYSE: OWW), Pico Holdings Inc. (NASDAQ: VWTR), Obagi Medical Products (NASDAQ: OMPI), Bare Escentuals Inc. (NASDAQ: BARE) and Methodist Hospital of Southern California. Ms. Leslie previously served as chief financial officer of DreamWorks Animation SKG, Inc. until her retirement in 2007.

We believe Ms. Leslie’s experience as a director of various companies and her experience as the chief financial officer of a public company qualifies her to serve on our Board.

Adam H. Clammer has served as a member of our Board since inception. Mr. Clammer is a Founding Partner of True Wind Capital, a private equity fund manager focused on the technology industry. Prior to founding True Wind Capital in 2015, Mr. Clammer was with KKR, a global investment manager, which he joined in 1995. At KKR, Mr. Clammer co-founded and led the Global Technology Group. Mr. Clammer was the chief executive officer, president and a director of Nebula Caravel Acquisition Corp., our legal predecessor company, from September 2020 to July 2021. He served on public company boards as a director of AEP Industries (NASDAQ: AEPI), Zhone Technologies (NASDAQ: ZHNE), MedCath (NASDAQ: MDTH), Jazz Pharmaceuticals (NASDAQ: JAZZ), Avago, now Broadcom (NASDAQ: AVGO), NXP (NASDAQ: NXPI), Eastman Kodak (NYSE: KODK), Nebula Acquisition Corporation (NASDAQ: NEBU) and TWC Tech Holdings II Corp. (NASDAQ: TWCT). Mr. Clammer served on several private company boards including, among others, Aricent, GoDaddy and TASC. Mr. Clammer currently serves as Chairman of the Board of LeadVenture and as a director of Open Lending (NASDAQ: LPRO) and Cellebrite DI Ltd. (NASDAQ: CLBT). Prior to joining KKR, Mr. Clammer worked in the Mergers & Acquisitions group at Morgan Stanley from 1992 to 1995. He holds a B.S. in Business Administration from the University of California, Berkeley and an M.B.A. from Harvard Business School, where he was a Baker Scholar.

We believe Mr. Clammer’s experience as a private equity investor investing in companies in various industries, in addition to his experience in publicly-listed companies, qualifies him to serve on our Board.

Mr. Clammer was nominated to our Board by Nebula Caravel Holdings, LLC, or the Sponsor, to serve as a Class III director pursuant to the terms of the Business Combination Agreement entered into between Caravel and Legacy Rover to effectuate the Merger. Please read "Considerations in Evaluating Director Nominees" and “Certain Relationships and Related Party Transactions—Rover Group, Inc. Related Person Transactions—Investor Rights Agreement” for information about the Sponsor's right to designate a director to our Board.

Board Diversity

In August 2021, the SEC approved a Nasdaq proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies on the Nasdaq Global Market to have, or explain why they do not have, at least (1) one diverse director by August 2023 and (2) two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+, by August 2025. In this regard, we currently have three directors who self-identify as female.

The following Board Diversity Matrix provides information on each of our director’s voluntary self-identified characteristics pursuant to Nasdaq Listing Rule 5606.


Board Diversity Matrix (As of April 29, 2022)
Total Number of Directors	8
	Female	Male	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	4	1
Part II: Demographic Background
White	3	3
Did Not Disclose Demographic Background	2

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Director Independence

Our Class A common stock is listed on Nasdaq. As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a board comprised of a majority of independent directors as determined affirmatively by our Board. Under Nasdaq listing rules, a director will qualify as an independent director only if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Nasdaq listing rules applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable to compensation committee members.

Our Board has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Mses. Siegler, Leslie and Athey and Messrs. Ganesan, Gottesman, Jacobson and Clammer, representing seven of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of Nasdaq. Aaron Easterly is not considered an independent director because of his position as our chief executive officer.

In making these determinations, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the nature of and degree to which they were involved in Company transactions described in the section titled “Certain Relationships and Related Person Transactions.”

Family Relationships

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

Board Leadership Structure and Role of Lead Independent Director

Mr. Easterly currently serves as both the chairperson of our Board and as our chief executive officer. Our Board has adopted corporate governance guidelines that provide that one of our independent directors may serve as our lead independent director at any time when the chairperson of our Board is not independent, including when our chief executive officer serves as the chairperson of our Board. Because Mr. Easterly is our chairperson and also our chief executive officer, our Board has appointed Ms. Siegler to serve as our lead independent director. As lead independent director, Ms. Siegler presides over periodic meetings of our independent directors, serves as a liaison between Mr. Easterly and our independent directors and performs such additional duties as our Board may otherwise determine or delegate.

As a result of the Board’s committee system and the existence of a majority of independent directors, the Board maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs. We believe that the leadership structure of our Board, including Ms. Siegler’s role as lead independent director, as well as of the independent committees of our Board, is appropriate and enhances our Board's ability to effectively carry out its roles and responsibilities on behalf of our stockholders, while Mr. Easterly’s combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks that we face, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our Board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions.

In addition, our Board has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, cybersecurity, potential conflicts of interest, and also, among other things, discusses with management and the independent

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auditor guidelines and policies with respect to risk assessment and risk management. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices and the independence of the Board.

Our Board believes its current leadership structure supports the risk oversight function of the Board.

Board Committees

Our Board has established the following standing committees: audit committee; compensation committee; and nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board is described below.

Audit Committee

The current members of our audit committee are Ms. Leslie, Dr. Athey and Mr. Jacobson. Ms. Leslie is the chairperson of our audit committee. Our Board has determined that each member of our audit committee meets the requirements for independence of audit committee members under the rules and regulations of the SEC and the listing standards of Nasdaq, and also meets the financial literacy requirements of the listing standards of Nasdaq.

Our Board has determined that Ms. Leslie qualifies as an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K. In making this determination, our Board considered Ms. Leslie’s formal education and previous experience in financial roles.

Both our independent registered public accounting firm and management will periodically meet privately with our audit committee. Our audit committee is responsible for the following duties, among others:

•select, retain, compensate, evaluate, oversee and, where appropriate, terminate and replace our independent registered public accounting firm;

•review and approve the scope and plans for the audits and the audit fees and approve all non-audit and tax services to be performed by the independent auditor;

•evaluate the independence and qualifications of our independent registered public accounting firm;

•review our financial statements, and discuss with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

•review and discuss with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

•discuss with management our procedures regarding the presentation of our financial information, and review earnings press releases and guidance;

•oversee the design, implementation and performance of our internal audit function;

•set hiring policies with regard to the hiring of employees and former employees of our independent registered public accounting firm and oversee compliance with such policies;

•review, approve and monitor and review conflicts of interest of our board members and officers and related party transactions;

•adopt and oversee procedures to address complaints regarding accounting, internal accounting controls or auditing matters, or fraud, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

•review and discuss with management and our independent registered public accounting firm the adequacy and effectiveness of our legal, regulatory and ethical compliance programs;

•review and discuss with management and our independent registered public accounting firm our guidelines and policies to identify, monitor and address enterprise risks;

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•review and discuss with management our major financial risk exposures, including steps taken to control and monitor such risks; and

•review and discuss with management our major information security risk exposures, including steps taken to control and monitor such risks.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our audit committee is available on our website at https://investors.rover.com/corporate-governance/documents-and-charters.

During 2021, the audit committee of Rover after the Merger and Legacy Rover before the Merger held an aggregate of nine meetings. To date in 2022, our audit committee has held three meetings.

As previously disclosed under “Item 9A. Controls and Procedures” of Rover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Rover’s management identified material weaknesses in internal control over financial reporting. Notwithstanding these material weaknesses, management concluded that the consolidated financial statements included in Rover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are fairly stated in all material respects in accordance with U.S. GAAP. The report of PricewaterhouseCoopers LLP, Rover’s independent registered public accounting firm, on Rover’s consolidated financial statements as of December 31, 2021 and 2020 and for the three years in the period ended December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

The audit committee is monitoring management’s activities to remediate the material weaknesses. During each audit committee meeting, the audit committee devotes a portion of its meeting agenda to discuss the material weaknesses and management’s remediation efforts. Management has begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include (1) strengthening the internal control environment for financial reporting by improving policies and procedures, implementing new controls, and standardizing the collection of documentation from control owners for more effective monitoring of internal controls, (2) engaging a professional services firm to assist in the design, documentation and testing of internal controls, and (3) hiring additional personnel and training existing personnel to improve the effectiveness and consistency of control activities.

The audit committee will continue to receive updates on management’s remediation efforts and is committed to ensuring management’s implementation of measures designed to remediate the internal control deficiencies that were determined to be a material weakness.

Compensation Committee

The current members of our compensation committee are Ms. Siegler, Mr. Ganesan and Ms. Leslie. Ms. Siegler is the chairperson of our compensation committee. Our Board has determined that each member of our compensation committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of Nasdaq. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Mr. Gottesman, who previously served as the chairperson of our compensation committee since July 30, 2021, resigned as the chairperson and as a member of our compensation committee in April 2022. Mr. Gottesman’s decision to resign from the compensation committee was not because of any disagreement with the Company, management or the Board on any matter relating to our operations, policies or practices.

Our compensation committee is responsible for the following duties, among other things:

•review and approve the compensation for our executive officers, including our chief executive officer;

•review our succession planning process for executive officers other than the chief executive officer, and assist in evaluating potential successors to executive officers other than the chief executive officer;

•review, approve and administer our employee benefit and equity incentive plans;

•establish and review the compensation plans and programs of our employees, and ensure that they are consistent with our general compensation strategy;

•monitor compliance with any stock ownership guidelines;

•approve or make recommendations to our Board regarding the creation or revision of any clawback policy; and

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•determine non-employee director compensation.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our compensation committee is available on our website at https://investors.rover.com/corporate-governance/documents-and-charters. Under its charter, our compensation committee may delegate its authority when it deems it appropriate and in our best interests and when such delegation would not violate

applicable law, regulation or Nasdaq or SEC requirements.

During 2021, the compensation committee of Rover after the Merger and Legacy Rover before the Merger held an aggregate of six meetings. To date in 2022, our compensation committee has held three meetings.

In connection with setting fiscal 2021 executive officer and director compensation, our compensation committee and the compensation committee of Legacy Rover generally relied on our overall performance, input and recommendations from our chief executive officer, our chief financial officer, and our vice president of people and culture, and other considerations it deemed relevant. Members of management recuse themselves from the compensation committee’s deliberations and votes with regard to the approval of their respective compensation packages.

Additionally, for fiscal 2021, the compensation committee of Legacy Rover directly retained Compensia, Inc. to develop a peer group for benchmarking executive officer and board of directors compensation practices, assess senior executive compensation against pre-IPO and public company norms, outline considerations with respect to the use of stock options versus restricted stock units, assist in the development of a pre-IPO and public company Board compensation program based on the peer group compensation data, and provide market data and considerations with respect to the design of an employee stock purchase plan. Prior to the Merger, Compensia reported directly to the compensation committee of Legacy Rover. Following the Merger, Compensia reports directly to our compensation committee. Compensia does not provide any services to us other than the services provided to the compensation committee of Legacy Rover and our compensation committee.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Mr. Gottesman, Ms. Siegler, and Mr. Ganesan. Mr. Gottesman is the chairperson of our nominating and corporate governance committee. Our Board has determined that each member of our nominating and corporate governance committee meets the requirements for independence for nominating and corporate governance committee members under the listing standards of Nasdaq.

Our nominating and corporate governance committee is responsible for the following duties, among other things:

•review and assess and make recommendations to the Board regarding desired qualifications, expertise and characteristics sought of board members;

•identify, evaluate, select or make recommendations to the Board regarding nominees for election to the Board;

•develop policies and procedures for considering stockholder nominees for election to the Board;

•review our succession planning process for our chief executive officer, and assist in evaluating potential successors to the chief executive officer;

•review and make recommendations to the Board regarding the composition, organization and governance of the Board and its committees;

•review and make recommendations to the Board regarding our corporate governance guidelines and corporate governance framework;

•oversee director orientation for new directors and continuing education for our directors;

•oversee the evaluation of the performance of the Board and its committees;

•review and monitor compliance with our code of business conduct and ethics; and

•administer policies and procedures for communications with the non-management members of the Board.

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Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq. A copy of the charter of our nominating and corporate governance committee is available on our website at https://investors.rover.com/corporate-governance/documents-and-charters.

During 2021, Rover's nominating and corporate governance committee, which was established upon the closing of the Merger on July 30, 2021, did not hold any meetings. To date in 2022, our nominating and corporate governance committee has held one meeting.

Attendance at Board and Stockholder Meetings

Our current Board was appointed following the closing of the Merger on July 30, 2021. During 2021, the Board of Rover after the Merger and Legacy Rover prior to the Merger held an aggregate of eleven meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period for which he or she has been a director of Rover after the Merger and Legacy Rover prior to the Merger and (2) the total number of meetings held by all committees of the Board of Rover after the Merger and Legacy Rover prior to the Merger on which he or she served during the periods that he or she served.

Mr. Clammer served on Caravel's board until July 30, 2021. From January 1, 2021 to July 30, 2021, the board of directors of Caravel held two meetings (including regularly scheduled and special meetings), and Mr. Clammer attended at least 75% of the aggregate of (1) the total number of meetings of the Caravel board of directors held during the period for which he served as a director of Caravel and (2) the total number of meetings held by all committees of the Caravel board of directors on which he served during the period that he served.

Although we do not have a formal policy regarding attendance by members of our Board at the annual meetings of stockholders, we strongly encourage, but do not require, directors to attend. This annual meeting will be the first annual meeting of our stockholders.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable Nasdaq rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions without management directors or management present on a periodic basis, but not less than two times per year. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis, but not less than two times per year. These executive sessions are chaired by Ms. Siegler, our lead independent director.

Compensation Committee Interlocks and Insider Participation

During 2021, the members of our compensation committee were Mr. Gottesman, Ms. Siegler and Mr. Ganesan. None of the members of our compensation committee is or has been an officer or employee of Rover Group, Inc. Mr. Gottesman was previously co-founder and chief executive officer of Legacy Rover from incorporation in June 2011 until September 2011. Please read "Certain Relationshi ps and Related Person Tran sactions—Proposed Complementary Service Opportunity." None of our executive officers currently serves, or in the last completed fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or compensation committee.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board and other director qualifications. While our Board has not established specific minimum qualifications for Board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one's field, the ability to exercise sound business judgment, skills that are complementary to the Board, an understanding of our business and the responsibilities required of a Board member, other time commitments, and with respect to diversity, such factors as professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board.

Although our Board does not maintain a specific policy with respect to board diversity, our Board believes that it should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds

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and experiences. For instance, three of our directors are female, each with different perspectives, backgrounds and experiences.

In addition to the process described above, Mr. Clammer was nominated to our Board by the Sponsor to serve as a Class III director pursuant to the terms of the Business Combination Agreement entered into between Caravel and Legacy Rover to effectuate the Merger. As discussed in more detail under “Certain Relationships and Related Party Transactions—Rover Group, Inc. Related Person Transactions—Investor Rights Agreement,” pursuant to the Investor Rights Agreement entered into at the closing of the Merger, by and among Caravel, Legacy Rover, and certain persons and entities holding our Class A common stock, we must include one individual designated by the Sponsor in the slate of nominees recommended by the Board (or duly constituted Board committee) for election as director at each annual meeting of stockholders at which Mr. Clammer’s term expires, subject to the Sponsor and its affiliates beneficially owning at least 3,718,750 shares of our Class A common stock.

If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full Board the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our Board.

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our Board from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation and amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our Board should direct the recommendation in writing by letter to our corporate secretary at Rover Group, Inc., 720 Olive Way, 19th Floor, Seattle, Washington 98101, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Stockholder recommendations must be received by December 31st of the year prior to the year in which the recommended candidates will be considered for nomination. Following verification of the stockholder status of the person submitting the recommendation and verification that all requirements have been met, all properly submitted recommendations will be promptly brought to the attention of the nominating and corporate governance committee. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2023 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2023 Annual Meeting.”

Communications with the Board

Stockholders and other interested parties wishing to communicate directly with our non-management directors, may do so by writing and sending the correspondence to our general counsel, chief financial officer or Legal Department by mail to our principal executive offices at Rover Group, Inc., 720 Olive Way, 19th Floor, Seattle, Washington 98101. Our general counsel, chief financial officer or Legal Department, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our Board to consider and (3) involve matters that are of a type that are improper or irrelevant to the functioning of our Board or our business, for example, mass mailings, job inquiries and business solicitations. If appropriate, our general counsel, chief financial officer or Legal Department will

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route such communications to the appropriate director(s) or, if none is specified, then to the chairperson of the Board or the lead independent director. Our general counsel, chief financial officer or Legal Department may decide in the exercise of his, her or its judgment whether a response to any communication is necessary and will provide a report to the nominating and corporate governance committee on a quarterly basis of any communications received for which the general counsel, chief financial officer or Legal Department has responded.

These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy, persons subject to the policy, including our executive officers, employees and Board members, are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, and (4) holding our common stock in a margin account.

Additionally, under our insider trading policy, covered persons who are required to comply with Section 16 of the Exchange Act may not pledge our securities as collateral for any loan or as part of any other pledging transaction.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our Board and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of our corporate governance guidelines and code of business conduct and ethics are available on our website at https://investors.rover.com/corporate-governance/documents-and-charters.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments and waivers of our code of business conduct and ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting that information on our website address specified above. We will post amendments to and waivers of our code of business conduct and ethics that apply to our directors on the same website.

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Director Compensation

Director Compensation for Fiscal 2021

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board for the fiscal year ended December 31, 2021. As described in more detail below under “—Narrative Disclosure to Director Compensation Table—Outside Director Compensation Policy,” our non-employee “excluded directors,” which include Messrs. Clammer, Ganesan and Jacobson, do not receive cash or equity compensation for their Board and committee service. For the year ended December 31, 2021, Legacy Rover did not provide compensation to non-employee directors prior to the completion of the Merger on July 30, 2021, so the table below shows the total compensation awarded to, earned by or paid to our non-employee directors by Rover on a pro-rata basis after July 30, 2021.

Mr. Easterly, the only director who was also a Legacy Rover and Rover employee and executive officer for the year ended December 31, 2021, received no additional compensation for his service as a director. Mr. Easterly received compensation as an employee and executive officer of Legacy Rover and Rover during 2021 as reported under “Executive Compensation.”


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)(2)(3)(4)			Option Awards ($)(4)	All Other Compensation ($)		Total ($)
Susan Athey	$	18,750	$	299,268	(5)	—	—		$	318,018
Adam Clammer	—		—			—	—		—
Venky Ganesan	—		—			—	—		—
Greg Gottesman	$	19,583	$	299,268	(5)	—	—		$	318,851
Scott Jacobson	—		—			—	—	—	—
Kristina Leslie	$	24,583	$	514,757	(6)	—	—		$	539,340
Megan Siegler	$	26,667	$	299,268	(5)	—	—		$	325,935

________________

(1)The amounts in this column represent the aggregate grant date fair value of restricted stock unit awards, or RSUs, granted to each non-employee director, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718. See Note 15—Stock-Based Compensation to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the assumptions made by us in determining the grant-date fair value of our RSU awards to non-employee directors.

(2)All of these RSU awards were granted pursuant to our 2021 Equity Incentive Plan, or 2021 Plan.

(3)In the event of a “change in control” (as defined in the 2021 Plan), each non-employee director will fully vest in their outstanding company equity awards immediately prior to the consummation of the change in control, provided that the non-employee director continues to be a non-employee director through such date.

(4)The following table lists the aggregate number of outstanding stock awards and option awards held by non-employee directors as of December 31, 2021:


Name	Aggregate Number of Shares Underlying Outstanding Stock Awards	Aggregate Number of Shares Underlying Outstanding Option Awards
Susan Athey	24,430	210,553
Adam Clammer	—	—
Venky Ganesan	—	—
Greg Gottesman	24,430	—
Scott Jacobson	—	—
Kristina Leslie	42,021	—
Megan Siegler	24,430	—

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(5)1/3rd of the 24,430 total shares originally granted pursuant to this RSU award shall vest on each of August 1, 2022, August 1, 2023 and August 1, 2024, subject to the director’s continued service through each vesting date.

(6)On February 23, 2022, 14,007 of the 42,021 total shares originally granted pursuant to this RSU award vested. On March 1, 2022 and on the first of the month every three months thereafter, 1/12th of the remaining total shares granted pursuant to this RSU award shall vest.

Narrative Disclosure to Director Compensation Table

Outside Director Compensation Policy

Prior to the closing of the Merger on July 30, 2021, Legacy Rover had no formal arrangements under which outside directors received compensation for their service on the Board or its committees. Our policy was to reimburse non-employee directors for reasonable, customary, and documented travel expenses to Board or committee meetings, and occasionally grant stock options to non-employee directors upon their respective appointments as directors.

On July 30, 2021, the Board adopted a new compensation policy that governs the cash and equity compensation for our non-employee directors, which became effective on the same date, or the Outside Director Compensation Policy. The Outside Director Compensation Policy was developed with input from an independent compensation consultant regarding practices and compensation levels at comparable companies. It is designed to attract, retain, and reward our non-employee directors. Under the Outside Director Compensation Policy, each of our non-employee directors, other than excluded directors, receives the cash and equity compensation for services described below. We will also continue to reimburse our non-employee directors for reasonable, customary, and documented travel expenses to Board or committee meetings.

For purposes of the Outside Director Compensation Policy, “excluded directors” means any non-employee director who is a current employee, general partner, or other representative of an institutional investor; provided that if an entity ceases to be an institutional investor by ceasing to hold at least 2% of the outstanding shares of our capital stock calculated on a fully diluted basis, each non-employee director who would otherwise be an excluded director if such entity remained an institutional investor may (i) offer to resign, in which case, if the Board rejects such resignation, such non-employee director will no longer constitute an excluded director from the date of such rejection, or (ii) not offer to resign, in which case such non-employee director will only cease to constitute an excluded director if and when such non-employee director is re-elected as a director by our stockholders.

For purposes of the Outside Director Compensation Policy, “institutional investor” means any entity that is an institutional investor that holds at least 2% of the outstanding shares of our capital stock calculated on a fully diluted basis.

Maximum Annual Compensation Limit

The Outside Director Compensation Policy includes a maximum annual limit of $750,000 of cash retainers or fees and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in an individual’s first year of service as a non-employee director. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP) or such other methodology as the Board or any committee appropriately designated by the Board may determine prior to the grant of the applicable equity award becoming effective. Any cash compensation paid or equity awards granted to a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), does not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

Cash Compensation

Our non-employee directors, other than the excluded directors, are entitled to receive the following cash compensation for their services under the Outside Director Compensation Policy:

•$35,000 per year for service as a Board member;

•$20,000 per year for service as non-executive chair of the Board;

•$15,000 per year for service as a lead independent director;

•$20,000 per year for service as chair of the audit committee;

•$10,000 per year for service as a member of the audit committee;

•$12,000 per year for service as chair of the compensation committee;

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•$6,000 per year for service as a member of the compensation committee;

•$8,000 per year for service as chair of the nominating and corporate governance committee; and

•$4,000 per year for service as a member of the nominating and corporate governance committee.

Under the Outside Director Compensation Policy, each non-employee director who serves as the chair of a committee is entitled to receive only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee, provided that each non-employee director who serves as the non-executive chair or the lead independent director is entitled to receive the annual fee for service as a Board member and an additional annual fee as the non-executive chair or lead independent director, as applicable. All cash payments to non-employee directors are paid by us quarterly in arrears on a pro-rated basis.

Equity Compensation - Initial Award

Each person who first becomes a non-employee director after the effective date of the policy, other than the excluded directors, will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, or the Initial Start Date, an initial award of RSUs, or the Initial Award, covering a number of shares of our common stock having a value equal to $300,000 based on the grant date fair value (determined in accordance with GAAP) or such other methodology as the Board or any committee appropriately designated by the Board may determine prior to the grant of an Initial Award becoming effective; provided that any resulting fraction will be rounded down to the nearest whole share. The Initial Award will vest as follows: one third (1/3rd) of the shares subject to the Initial Award will be scheduled to vest each year following the Initial Start Date on the same day of the month as the Initial Start Date (or, if there is no corresponding day in a particular month, then the last day of that month), in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. If the person was a member of the Board and also an employee, becoming a non-employee director due to termination of employment will not entitle them to an Initial Award. If the person was a non-employee director and an excluded director, ceasing to be an excluded director will not entitle the non-employee director to an Initial Award.

On November 2, 2021, the Board approved RSU grants to the non-employee members of the Board who are not excluded directors in the amounts set forth above in footnote 4 to the Director Compensation Table. The awards to the non-employee directors other than Ms. Leslie were consistent with those contemplated by the Outside Director Compensation Policy for newly appointed directors. The size of the grant to Ms. Leslie reflects an understanding from the time of her 2021 recruitment to the board of directors of Legacy Rover.

Equity Compensation - Annual Award

Each non-employee director, other than the excluded directors, automatically will receive, on the first trading day immediately following each annual meeting of our stockholders following the effective date of the policy, an annual award of RSUs, or an Annual Award, covering a number of shares of our common stock having a value of $150,000 based on the grant date fair value (determined in accordance with GAAP) or such other methodology as the Board or any committee appropriately designated by the Board may determine prior to the grant of an Annual Award becoming effective; provided that the first annual award granted to an individual who first becomes a non-employee director following the effective date of the policy will have a grant date fair value equal to the product of (A) $150,000 multiplied by (B) a fraction, (i) the numerator of which is equal to the number of fully completed days between the non-employee director’s initial start date and the date of the first annual meeting of our stockholders to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 365; and provided further that any resulting fraction will be rounded down to the nearest whole share. Each Annual Award will be scheduled to vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the date of the next annual meeting of our stockholders following the grant date, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.

Accordingly, on June 16, 2022, the first trading day after the Annual Meeting, each of Dr. Athey, Mr. Gottesman, Ms. Leslie and Ms. Siegler will receive an Annual Award that will vest in full on the earlier of (i) June 16, 2023 or (ii) the date of the next annual meeting of our stockholders following the grant date, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.

Change of Control

In the event of a “change in control” (as defined in the 2021 Plan), each non-employee director will fully vest in their outstanding company equity awards issued under our Outside Director Compensation Policy, including any Initial Award or Annual Award, immediately prior to the consummation of the change in control, provided that the non-employee director continues to be a non-employee director through such date.

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Limitation of Liability and Indemnification

As discussed below under "Executive Co mpen sation—Limitation of Liability and Indemnification of Officers and Directors," we have have entered into indemnification agreements with, and obtained directors and officers liability protection for, each of our current directors.

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PROPOSAL NO. 1:

ELECTION OF CLASS I DIRECTORS

Our Board currently consists of eight directors and is divided into three classes with staggered three-year terms. At the annual meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Nominees

Our nominating and corporate governance committee has recommended, and our Board has approved, Aaron Easterly and Venky Ganesan as nominees for election as Class I directors at the annual meeting. If elected, each of Mr. Easterly and Mr. Ganesan will serve as a Class I director until the 2025 annual meeting of stockholders and until his respective successor is elected and qualified or until his earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

Mr. Easterly and Mr. Ganesan have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee designated by the present Board to fill the vacancy.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2022. PricewaterhouseCoopers LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2021.

At the annual meeting, we are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Our audit committee is submitting the appointment of PricewaterhouseCoopers LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PricewaterhouseCoopers LLP, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, then our audit committee may reconsider the appointment.

One or more representatives of PricewaterhouseCoopers LLP are expected to be present at the annual meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.

Change in Certifying Accountant

As previously reported under Item 4.01 of our Current Report on Form 8-K filed with the SEC on August 5, 2021, on August 3, 2021, following a meeting of the audit committee of the Board, WithumSmith+Brown, PC, or Withum, who served as Caravel’s independent registered public accounting firm prior to the Merger, was informed that it would be dismissed as our independent registered public accounting firm following its review of our quarter ended June 30, 2021, which consisted only of the accounts of the pre-Merger Caravel. Subsequently, on August 3, 2021, our audit committee approved the engagement of PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2021. PricewaterhouseCoopers LLP previously served as the independent registered public accounting firm for Legacy Rover, which was acquired by Caravel on July 30, 2021.

The reports of Withum on Caravel’s financial statements as of December 31, 2020 and for the period from September 18, 2020 (inception) through December 31, 2020, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from September 18, 2020 (Caravel’s inception) to December 31, 2020 and the subsequent interim period through August 3, 2021, there were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference thereto in its report on Caravel’s pre-Merger financial statements as of December 31, 2020 and for the period from September 18, 2020 (Caravel’s inception) to December 31, 2020. During the period from September 18, 2020 (Caravel’s inception) to December 31, 2020 and the subsequent interim period through August 3, 2021, there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), except for a material weakness in Caravel’s pre-Merger internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants Caravel issued in connection with its initial public offering in December 2020.

Caravel provided Withum with a copy of the disclosures made pursuant to Item 4.01 prior to the filing of the Current Report on Form 8-K filed on August 5, 2021 and requested that Withum furnish a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3) of Regulation S-K, which is attached as Exhibit 16.1 to that Current Report on Form 8-K, stating whether it agrees with such disclosures, and if not, stating the respects in which it does not agree.

During the period from September 18, 2020 (Caravel’s inception) through August 3, 2021, neither Caravel nor anyone on its behalf consulted PricewaterhouseCoopers LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Caravel’s financial statements, and neither a written report was provided to Caravel or oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by Caravel in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.

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Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to Legacy Rover and Rover by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2021 and 2020.


	2021		2020
Audit Fees (1)	$	3,675,262	$	375,855
Audit-Related Fees (2)	—		—
Tax Fees (3)	—		$	3,365
All Other Fees (4)	$	2,791	$	2,791
Total Fees	$	3,678,053	$	382,011

(1) “Audit Fees” consist of aggregate fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years (for example, consents for registration statements on Forms S-1, S-4 and S-8). This category also includes fees for services incurred in connection with Legacy Rover's combination with Caravel.

(2) “Audit-Related Fees” consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees above.

(3) “Tax Fees” consist of aggregate fees billed for professional services rendered by the principal accountant for tax compliance and tax advice related to state tax filings.

(4) “All Other Fees” consist of aggregate fees billed for an automated financial disclosure checklist and a research tool.

Auditor Independence

In 2021, there were no other professional services provided by PricewaterhouseCoopers LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Effective upon the adoption of our audit committee charter on July 30, 2021, our audit committee established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. Since the adoption of this policy on July 30, 2021, all services provided by PricewaterhouseCoopers LLP for our fiscal year ended December 31, 2021 have been pre-approved by our audit committee.

In March 2022, our audit committee, in accordance with our audit committee charter, delegated to the audit committee chairperson full, but non-exclusive, power and authority to pre-approve all non-audit and tax services to be performed by our independent registered public accounting firm that are not otherwise prohibited by law or regulations and any associated fees. Pursuant to this delegation, the audit committee chairperson may not delegate any of the audit committee’s pre-approval responsibilities to management and must report any pre-approval decisions to the audit committee at its next scheduled meeting following such pre-approval.

Vote Required

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. Abstentions will have the same effect as a vote AGAINST this proposal.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2022.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by Nasdaq listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to Rover’s financial reporting process, Rover’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Rover’s consolidated financial statements. Rover’s independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of Rover’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Rover’s financial statements. These are the fundamental responsibilities of management.

In the performance of its oversight function, the audit committee has:

•reviewed and discussed the audited consolidated financial statements with management and PricewaterhouseCoopers LLP;

•discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC; and

•received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence.

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in Rover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Kristina Leslie (Chair)

Susan Athey

Scott Jacobson

This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Rover under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent Rover specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of April 18, 2022.


Name	Age	Position
Aaron Easterly	44	Chief Executive Officer
Tracy Knox (1)	50	Chief Financial Officer
Brent Turner	51	President and Chief Operating Officer

(1) On March 1, 2022, Tracy Knox, the Company’s chief financial officer, indicated her intent to retire as chief financial officer on September 1, 2022. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—NEO Employment Arrangements—Tracy Knox” for more information.

Tracy Knox has served as our chief financial officer since July 30, 2021. Ms. Knox has served as Legacy Rover’s chief financial officer since October 2017 and as a member of Legacy Rover's Board since August 2021. Previously, Ms. Knox served as chief financial officer of Rightside from 2014 until 2017, as chief financial officer at A Place for Mom from 2013 until 2014, as chief financial officer at UIEvolution from 2011 until 2013, and at drugstore.com from 2003, including as chief finance officer from 2008 until 2011. Ms. Knox holds a B.S. in Accounting from Indiana University and a M.B.A. with Honors from University of Washington.

Brent Turner has served as our chief operating officer since July 30, 2021 and our president and chief operating officer since November 7, 2021. Mr. Turner has served as Legacy Rover’s chief operating officer since January 2014. Previously, Mr. Turner served as president at Code Fellows from 2013 until 2014. Mr. Turner previously served on the board of several companies and as chairperson of the alumni board of directors of Vanderbilt Owen Graduate School of Management. Mr. Turner holds a BSEE in Electrical Engineering from University of Memphis and a M.B.A., Operations, Accounting, Finance from Vanderbilt University – Owen Graduate School of Management.

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EXECUTIVE COMPENSATION

Emerging Growth Company Status

As an emerging growth company and smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for our principal executive officer and our two other most highly compensated executive officers. We have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” of say-on-pay votes.

This section discusses the material components of the executive compensation program offered to our executive officers who were our “named executive officers” for the year ended December 31, 2021. Such executive officers consist of the following persons, referred to herein as our named executive officers, or NEOs:

•Aaron Easterly, our Chief Executive Officer;

•Tracy Knox, our Chief Financial Officer; and

•Brent Turner, our President and Chief Operating Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt could vary significantly from our historical practices and currently planned programs summarized in this discussion. As used in this section, “Rover,” the “Company,” “we,” “us” and “our” refers to Legacy Rover prior to the closing of the Merger on July 30, 2021 and Rover after the closing. Upon the closing of the Merger, the executive officers of Legacy Rover became the executive officers of Rover.

To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving these goals.

We believe our compensation program should promote the success of the company and align executive incentives with the long-term interests of our stockholders. Our historical compensation programs reflect our startup origins in that they consisted primarily of salary, cash bonuses, and stock option awards. Since the closing of the Merger, we have moved from stock option awards to RSU awards with service-based vesting conditions. As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require.

Summary Compensation Table

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2021 and December 31, 2020. The number of shares subject to each option award and, where applicable, the per share incremental fair value change related to the amendment to the exercise price of certain options, reflect changes as a result of our capitalization adjustments in connection with the Merger.


Name and Principal Position	Year	Salary ($)			Bonus ($)		Non-Equity Incentive Plan Compensation ($)(1)		Stock Awards ($)(2)			Option Awards ($)(2)			All Other Compensation ($)(3)		Total ($)
Aaron Easterly	2021	$	423,333		$	43,000	$	592,969	$	5,491,675		—			$	20,126	$	6,571,103
Chief Executive Officer	2020	$	263,975	(4)	$	96,713	—		—			$	1,437,002	(7)	—		$	1,797,690
Tracy Knox	2021	$	371,000		$	50,000	$	414,844	$	2,211,125		—			$	8,418	$	3,055,387
Chief Financial Officer	2020	$	307,608	(5)	$	95,055	—		—			$	315,244	(8)	—		$	717,907
Brent Turner	2021	$	415,000		$	35,000	$	504,258	$	2,750,491	(10)	—			$	9,801	$	3,714,550
Chief Operating Officer and President	2020	$	374,084	(6)	$	120,500	—		—			$	347,712	(9)	—		$	842,296

________________

(1)The amount earned in 2021 represents incentive bonuses earned in 2021 and paid in August 2021 and March 2022 pursuant to the terms and conditions of our Executive 2021 Bonus Plan, as described in the section titled “—Narrative Disclosure to Summary Compensation Table—Executive 2021 Bonus Plan.”

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(2)The amounts in this column represent the aggregate grant date fair value of RSU awards and option awards granted to each NEO, computed in accordance with FASB ASC Topic 718. See Note 15—Stock-Based Compensation to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards.

(3)Includes, for 2021, (i) with respect to Mr. Easterly, Rover-provided 401(k) matching contributions that commenced in August 2021 in the aggregate amount of $6,500, holiday gifts and related reimbursements provided to all Rover employees with a fair market value of $285, and Rover-paid incremental offering expenses (other than underwriting discounts and commissions) associated with Mr. Easterly’s inclusion in a resale registration statement filed by Rover and Rover’s secondary offering in November 2021 in the aggregate amount of $13,317; (ii) with respect to Ms. Knox, Rover-provided 401(k) matching contributions that commenced in August 2021 in the aggregate amount of $6,500, holiday gifts and related reimbursements provided to all Rover employees with a fair market value of $285, and Rover-paid incremental offering expenses (other than underwriting discounts and commissions) associated with Ms. Knox’s inclusion in Rover’s secondary offering in November 2021 in the aggregate amount of $1,608; and (iii) with respect to Mr. Turner, Rover-provided 401(k) matching contributions that commenced in August 2021 in the aggregate amount of $5,200, holiday gifts and related reimbursements provided to all Rover employees with a fair market value of $285, and Rover-paid incremental offering expenses (other than underwriting discounts and commissions) associated with Mr. Turner’s inclusion in Rover’s secondary offering in November 2021 in the aggregate amount of $4,291.

(4)This amount reflects a period of 118 days when Mr. Easterly’s annualized salary rate was reduced to $1.

(5)This amount reflects a period of 182 days when Ms. Knox’s annualized salary rate was reduced to 85%.

(6)This amount reflects a period of 182 days when Mr. Turner’s annualized salary rate was reduced to 85%.

(7)This amount reflects the sum of (i) the grant date fair value of an option to purchase 50,235 shares granted on June 26, 2020, or $51,884.08, (ii) the grant date fair value of an option to purchase 1,225,554 shares granted on June 26, 2020, or $1,184,110.60, (iii) the incremental increase in the fair value of the option to purchase 1,162,281 shares with an incremental fair value change of $0.17 per share arising from the amendment to the exercise price of such option, or $193,616.80, and (iv) the incremental increase in the fair value of the option to purchase 46,703 shares with an incremental fair value change of $0.16 per share arising from the amendment to the exercise price of such option, or $7,391.00.

(8)This amount reflects the sum of (i) the grant date fair value of an option to purchase 20,841 shares granted on June 26, 2020, or $21,351.57, (ii) the grant date fair value of an option to purchase 237,287 shares granted on June 26, 2020, or $227,287.15, (iii) the incremental increase in the fair value of the option to purchase 339,666 shares with an incremental fair value change of $0.17 per share arising from the amendment to the exercise price of such option, or $56,582.80, and (iv) the incremental increase in the fair value of the option to purchase 63,329 shares with an incremental fair value change of $0.16 per share arising from the amendment to the exercise price of such option, or $10,022.12.

(9)This amount reflects the sum of (i) the grant date fair value of an option to purchase 16,508 shares of common stock granted on June 26, 2020, or $17,050.00, (ii) the grant date fair value of an option to purchase 247,623 shares of common stock granted on June 26, 2020, or $237,187.50, (iii) the incremental increase in the fair value of the option to purchase 502,872 shares with an incremental fair value change of $0.17 per share arising from the amendment to the exercise price of such option, or $83,770.20, and (iv) the incremental increase in the fair value of the option to purchase 61,320 shares with an incremental fair value change of $0.16 per share arising from the amendment to the exercise price of such option, or $9,704.25.

(10)This amount reflects the sum of (i) the grant date fair value of an award of RSUs covering 24,450 shares granted on November 7, 2021, or $300,491, and (ii) the grant date fair value of an award of RSUs covering 200,000 shares granted on November 2, 2021, or $2,450,000.

Narrative Disclosure to Summary Compensation Table

NEO Employment Arrangements

We have entered into written offer letters setting forth the terms and conditions of employment for each of our NEOs, as described below. These agreements provide for at-will employment. In addition, each of our NEOs has executed our standard form of confidential information, invention assignment and arbitration agreement.

Aaron Easterly

We entered into an employment agreement with Mr. Easterly, our chief executive officer, in September 2011, which was amended in March 2012. Mr. Easterly’s employment agreement provides for an annual base salary, eligibility to receive an annual target bonus, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us. Mr. Easterly’s current base annual salary is $478,000 and his annual target bonus is 100% of his base annual salary.

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Under the terms of Mr. Easterly’s employment agreement, if Mr. Easterly’s employment is Involuntarily Terminated (as defined in Mr. Easterly’s employment agreement) in connection with or within 12 months after a Change in Control (as defined in Mr. Easterly’s employment agreement), then 100% of the then unvested and outstanding Rover equity awards held by Mr. Easterly shall immediately vest. In addition, upon a Change in Control, any unvested and outstanding Rover equity awards held by Mr. Easterly that have a vesting date that would otherwise occur more than 12 months after the Change in Control will instead vest in equal quarterly installments over the following 12 months and be fully vested on the first anniversary of the closing of the Change in Control, subject to Mr. Easterly’s continued service. Finally, any unvested and outstanding Rover equity award held by Mr. Easterly that would be set to terminate in connection with a Change in Control will vest in full prior to such termination.

Tracy Knox

We entered into an employment agreement with Ms. Knox, our chief financial officer, in September 2017. Ms. Knox’s employment agreement, which was superseded by the Employment and Transition Agreement discussed below, provided for an annual base salary, eligibility to receive an annual target bonus, and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us. Ms. Knox’s current base annual salary is $400,000 and her annual target bonus is 66% of Ms. Knox’s base annual salary.

In connection with Ms. Knox’s planned retirement, we entered into an Employment and Transition Agreement, or the Transition Agreement, dated as of March 4, 2022, with Ms. Knox. Subject to earlier separation of her at-will employment, the Transition Agreement provides that Ms. Knox will continue to serve as our Chief Financial Officer through September 1, 2022, or the Succession Date, and will remain employed at-will as an advisor to the Company through December 31, 2022, or the Planned Separation Date. The Transition Agreement supersedes the prior employment arrangements with Ms. Knox. From the Succession Date through her separation from employment, or the Transition Period, Ms. Knox will remain employed at her current full-time salary and benefits for purposes of assisting with the transition of her duties to a successor Chief Financial Officer.

If Ms. Knox remains employed through the Planned Separation Date, and only to the extent we pay discretionary bonuses to bonus-eligible employees in respect of fiscal year 2022, Ms. Knox will be entitled to the full bonus that would have been allocated to her had she remained employed through the date such bonuses are paid (but without any performance multipliers) (such discretionary bonus with respect to fiscal year 2022, whether the full bonus or prorated, the “Bonus Payment”); provided that any such Bonus Payment will be paid no later than March 15, 2023.

If we terminate Ms. Knox’s employment other than for Cause (as defined in the Transition Agreement) during the Transition Period, Ms. Knox will be entitled to the following, or the Severance:

•Ms. Knox will be entitled to a lump sum severance payment equal to the portion of her annual salary that would have been payable for the remaining portion of the Transition Period; and

•To the extent we pay discretionary bonuses to bonus-eligible employees in respect of fiscal year 2022, Ms. Knox will be entitled to a portion of the bonus that would have been allocated to her had she remained employed through the date such bonuses are paid (but without any performance multipliers), prorated based on the number of days Ms. Knox was employed in fiscal year 2022; provided that any such bonus will be paid no later than March 15, 2023.

To receive the Severance or the Bonus Payment, Ms. Knox must sign and not revoke a release of claims in favor of the Company.

If, prior to the Planned Separation Date, Ms. Knox resigns or the Company terminates her employment for Cause, she will not be entitled to the Severance or the Bonus Payment.

Ms. Knox will vest in her outstanding equity awards through the date of her separation from employment, which equity awards will continue to be governed by the terms and conditions of the applicable equity incentive plans and award agreements, including any accelerated vesting provisions therein.

Brent Turner

We entered into an offer letter with Mr. Turner, our president and chief operating officer, in January 2014. Mr. Turner’s offer letter provides for an annual base salary and eligibility to participate in employee benefit or group insurance plans maintained from time to time by us. Mr. Turner’s current base annual salary is $437,000 and his annual target bonus is 65% of his base annual salary.

Executive 2021 Bonus Plan

In July 2021, the compensation committee of our Board adopted a bonus plan for our employees, including our NEOs, for calendar year 2021, which we refer to as the Executive 2021 Bonus Plan. The Executive 2021 Bonus Plan is a sub plan under

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our Employee Incentive Compensation Plan. Each of our NEOs was a participant in the Executive 2021 Bonus Plan. The Executive 2021 Bonus Plan provided for non-equity incentive compensation based upon the combined achievement of corporate performance goals over calendar year 2021, subject to a personal payout multiplier based on individual performance. Bonuses under the Executive 2021 Bonus Plan are bifurcated, with 25% of target bonus payments payable with respect to the first six month period of 2021 based on the degree of achievement of the applicable performance goals at the end of such six month period, and 75% of target bonus payments payable following the second six month period of 2021 based on the degree of achievement of the applicable performance goals for all of 2021 subject to a multiplier based on individual performance (with bonuses payable with respect to the first six month period of 2021 subject to true up in the first quarter of 2022 for the applicable individual performance multiplier and overall attainment of corporate performance goals).

Under the Executive 2021 Bonus Plan, bonus payments are determined by (i) multiplying each participant’s target bonus for the applicable performance period by a factor (the “bonus funding percentage”) determined by achievement of the combined corporate performance goals for the applicable performance period (such resulting amount, the “corporate bonus amount”), and (ii) multiplying each participant’s resulting corporate bonus amount by a personal payout multiplier based on individual performance (the “individual performance multiplier”).

The achievement of the corporate performance goals, which we refer to as the bonus funding percentage, is based on the achievement of target goals related to annual revenue and adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, excluding bonus expense.


Adjusted EBITDA excluding bonus expense	Revenue
		82% Target Annual Revenue or less		86% Target Annual Revenue		90% Target Annual Revenue		100% Target Annual Revenue		110% Target Annual Revenue or greater
	55% Target Adjusted EBITDA	0	%	0	%	0	%	0	%	110	%
	85% Target Adjusted EBITDA	0	%	0	%	0	%	35	%	120	%
	100% Target Adjusted EBITDA	0	%	45	%	90	%	100	%	130	%
	130% Target Adjusted EBITDA	0	%	50	%	95	%	110	%	140	%
	160%Target Adjusted EBITDA	0	%	60	%	100	%	120	%	150	%

The bonus funding percentage scaled linearly between applicable target goals, provided that the bonus funding percentage was subject to a ceiling of 100% if the annual revenue did not reach 100% of the target.

The achievement of the individual performance goals, which we refer to as the individual multiplier, scales from 0% to 150% depending on our assessment of individual performance.

In August 2021, our compensation committee reviewed achievement of the corporate performance goals for the first six month period of calendar year 2021. As we were on pace to achieve corporate performance goals for the entirety of calendar year 2021, we assumed 100% payouts and our compensation committee approved 25% of the target bonus payment. Accordingly, we paid bonuses under the 2021 Executive Bonus Plan to Mr. Easterly, Ms. Knox and Mr. Turner in August 2021 in the amounts of $78,125, $45,250 and $66,625, respectively.

In March 2022, our compensation committee reviewed achievement of the corporate performance goals for the entirety of calendar year 2021, and approved a bonus funding percentage of 150%. The compensation committee also reviewed achievement of individual performance goals, and approved individual multipliers for Mr. Easterly, Ms. Knox and Mr. Turner of 125%, 150% and 125%, respectively. Accordingly, we paid bonuses under the 2021 Executive Bonus Plan to Mr. Easterly, Ms. Knox and Mr. Turner in March 2022 in the amounts of $514,844, $369,594 and $437,633, respectively.

Other Compensation

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Benefits and Perquisites

We provide benefits to our NEOs on the same basis as provided to all of our employees, including medical, dental and vision insurance; life and accidental death and dismemberment insurance; short-and long-term disability insurance; a health savings account; a health and wellness incentive; and a home internet allowance. We do not maintain any executive-specific benefit or perquisite programs.

401(k) Plan

We maintain a 401(k) retirement savings plan for the benefit of our employees, including our NEOs, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Internal Revenue Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan. During 2021, we provided employees, including our NEOs, with a 50% match on their first 4% of contributions after a 30-day waiting period. In April 2022, our compensation committee approved a 100% match for all employees, including our NEOs, on the first 4% of contributions after a 30-day waiting period, retroactive to January 1, 2022.

Pension benefits

We do not maintain any pension benefit or retirement plans other than the 401(k) Plan.

Nonqualified deferred compensation

We do not maintain any nonqualified deferred compensation plans.

2022 RSU Grants

On March 3, 2022, the compensation committee approved under the 2021 Equity Incentive Plan refresh grants of 714,846 RSUs to Mr. Easterly, 225,908 RSUs to Ms. Knox, and 549,987 RSUs to Mr. Turner. On June 1, 2022, 1/16th of each NEO’s new RSU grants will vest, and 1/16th shall vest on the first of the month every three months thereafter, subject to the applicable NEO’s continued service.

Potential Payments upon Termination or Change of Control

Mr. Easterly may receive certain equity award acceleration benefits in connection with a change of control or his involuntary termination following a change of control pursuant to his employment agreement with us and the equity award agreements underlying each of his outstanding and unvested Rover stock options and restricted stock unit awards. See the section titled “—Narrative Disclosure to Summary Compensation Table—NEO Employment Arrangements” above.

Ms. Knox’s equity award agreements underlying each of her outstanding and unvested Rover equity awards generally provide that if Ms. Knox’s employment is Involuntarily Terminated (as defined in the applicable award agreement) in connection with or within 12 months after a Change in Control (as defined in the applicable equity plan under which the award was granted), then 100% of the then unvested and outstanding shares subject to such award will immediately vest.

Mr. Turner’s equity award agreements underlying each of his outstanding and unvested Rover equity awards generally provide that if Mr. Turner’s employment is Involuntarily Terminated (as defined in the applicable award agreement) in connection with or within 12 months after a Change in Control (as defined in the applicable equity plan under which the award was granted), then 100% of the then unvested and outstanding shares subject to such award will immediately vest.

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Outstanding Equity Awards at Fiscal 2021 Year-End

The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2021. The number of shares subject to each option award and, where applicable, the option exercise price per share, reflect changes as a result of our capitalization adjustments in connection with the Merger.


		Option Awards(1)											Stock Awards(1)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable(2)			Number of Securities Underlying Unexercised Options (#) Unexercisable(2)		Equity incentive plan awards: Number of Securities underlying unexercised unearned options (#)(2)		Option Exercise Price($)(3)			Option Expiration Date	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(4)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(5)
Aaron Easterly	11/2/21	—		—	—	—	—		—			—	364,244	(6)	$	3,551,379
Aaron Easterly	12/17/14	770,632	(7)		—		—		$	0.36		12/16/24	—		—
Aaron Easterly	12/20/16	840,401	(8)		—		—		$	1.04		12/19/26	—		—
Aaron Easterly	2/23/18	945,482	(9)		41,107		41,107		$	1.80		2/22/28	—		—
Aaron Easterly	6/26/20	558,159	(10)		717,603		717,603		$	1.99		6/25/30	—		—
Aaron Easterly	7/13/20	805,994	(11)		402,965		402,965		$	1.99		7/12/30	—		—
Tracy Knox	11/2/21	—			—	—	—	—	—		—	—	146,657	(12)	$	1,429,906
Tracy Knox	11/7/17	317,412	(13)		—	—	—		$	1.80		11/6/27	—		—
Tracy Knox	2/23/18	252,127	(14)		10,962		10,962		$	1.80		2/22/28	—		—
Tracy Knox	6/26/20	112,934	(15)		145,188		145,188		$	1.99		6/25/30	—		—
Tracy Knox	7/13/20	268,669	(16)		134,317		134,317		$	1.99		7/12/30	—		—
Brent Turner	11/7/21	—			—	—	—	—	—		—	—	24,450	(17)	$	238,388
Brent Turner	11/2/21	—			—	—	—	—	—		—	—	162,500	(18)	$	1,584,375
Brent Turner	1/16/14	562,459	(19)		—		—		$	0.21		1/15/24	—		—
Brent Turner	12/17/14	504,241	(20)		—		—		$	0.36		12/16/24	—		—
Brent Turner	12/20/16	360,172	(21)		—		—		$	1.04		12/19/26	—		—
Brent Turner	2/23/18	441,225	(22)		19,182		19,182		$	1.80		2/22/28	—		—
Brent Turner	6/26/20	115,559	(23)		148,566		148,566		$	1.99		6/25/30	—		—
Brent Turner	7/13/20	376,129	(24)		188,051		188,051		$	1.99		7/12/30	—		—

________________

(1)These equity awards are eligible for accelerated vesting in the event the NEO’s employment is terminated in a qualifying termination in connection with a change in control. The acceleration rights are described above under “—Potential Payments upon Termination or Change in Control.”

(2)All stock options were granted pursuant to the 2011 Plan.

(3)This column represents the fair market value of a share of common stock on the date of the grant, as determined by our Board.

(4)All of these RSUs were granted pursuant to the 2021 Plan.

(5)Calculated by multiplying the closing market price of our Class A Common Stock at December 31, 2021 ($9.75 per share) by the number of unvested RSUs at December 31, 2021 as indicated in the prior column.

(6)On December 1, 2021, 3/16ths of the RSUs vested. 1/16th of the 448,300 total shares originally granted pursuant to this RSU award vested on March 1, 2022 and 1/16th shall vest on the first of the month every three months thereafter, subject to Mr. Easterly’s continued service through each vesting date.

(7)These stock options vested by December 11, 2018.

(8)These stock options vested by December 16, 2020.

(9)1/48th of the total shares subject to the option vest monthly from February 15, 2018, subject to Mr. Easterly’s continued service through each vesting date.

(10)1/48th of the total number of shares subject to the option vest monthly from March 1, 2020, subject to Mr. Easterly’s continued service through each vesting date.

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(11)1/48th of the total number of shares subject to the option vest monthly from April 1, 2019, subject to Mr. Easterly’s continued service through each vesting date.

(12)On December 1, 2021, 3/16ths of the RSUs vested. 1/16th of the 180,500 total shares originally granted pursuant to this RSU award vested on March 1, 2022 and 1/16th shall vest on the first of the month every three months thereafter, subject to Ms. Knox’s continued service through each vesting date.

(13)These stock options vested by October 31, 2021.

(14)7/48th of the shares subject to the option vested on October 17, 2018 and 1/48th of the total shares subject to the option vest monthly on the 15th day of the month thereafter, subject to Ms. Knox’s continued service through each vesting date.

(15)1/48th of the total number of shares subject to the option vest monthly from March 1, 2020, subject to Ms. Knox’s continued service through each vesting date.

(16)1/48th of the total number of shares subject to the option vest monthly from April 1, 2019, subject to Ms. Knox’s continued service through each vesting date.

(17)100% of the total shares subject to this RSU award fully vested on March 1, 2022.

(18)On December 1, 2021, 3/16ths of the RSUs vested. 1/16th of the 200,000 total shares originally granted pursuant to this RSU award vested on March 1, 2022 and 1/16th shall vest on the first of the month every three months thereafter, subject to Mr. Turner’s continued service through each vesting date.

(19)These stock options vested by January 13, 2018.

(20)These stock options vested by December 11, 2018.

(21)These stock options vested by December 16, 2020.

(22)1/48th of the total number of shares subject to the option vest monthly from February 15, 2018, subject to Mr. Turner’s continued service through each vesting date.

(23)1/48th of the total number of shares subject to the option vest monthly from March 1, 2020, subject to Mr. Turner’s continued service through each vesting date.

(24)1/48th of the total number of shares subject to the option vest monthly from April 1, 2019, subject to Mr. Turner’s continued service through each vesting date.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, 2021.


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) (1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (2)
Equity compensation plans approved by security holders	20,868,959	(2)(3)	$1.60	16,682,691	(4)
Equity compensation plans not approved by security holders (5)	53,337		$0.18	—
Total	20,922,296		$1.60	16,682,691

_______________

(1)As RSUs do not have any exercise price, outstanding RSUs are not included in the weighted-average exercise price calculation.

(2)Information relating to outstanding stock options and RSUs under the our 2011 Equity Incentive Plan, or 2011 Plan, and the 2021 Plan. The 2011 Plan terminated one day prior to the closing of the Merger and we no longer grant awards under the 2011 Plan. However, all outstanding awards under the 2011 Plan remain subject to the terms of the 2011 Plan. The number of shares of Class A common stock underlying stock options granted under the 2011 Plan that expire or terminate or are forfeited or repurchased by us under the 2011 Plan, tendered to or withheld by us for payment of an exercise price or for tax withholding, or repurchased by us due to failure to vest will be automatically added to the 2021 Plan.

(3)Includes 2,863,484 shares of Class A common stock issuable upon the vesting of outstanding RSUs.

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(4)Includes 14,082,691 securities remaining available for issuance under the 2021 Plan and 2,600,000 securities remaining available for issuance under the 2021 Employee Stock Purchase Plan, or ESPP. Under the 2021 Plan, we may issue the following awards: stock options, stock appreciation rights, restricted stock, RSUs and performance awards. Under the ESPP, we may provide eligible employees an opportunity to purchase shares of Class A common stock at a discount through accumulated contributions of their earned compensation. The 2021 Plan provides that the number of shares of Class A common stock available for issuance will automatically increase on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 25,740,000 shares of Class A common stock, (ii) 5% of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year or (iii) a lesser amount as determined by the administrator. On November 2, 2021, our compensation committee determined not to increase the number of shares of Class A common stock available for issuance under the 2021 Plan for the 2022 fiscal year. The ESPP provides that the number of shares of Class A common stock available for issuance will automatically increase on the first day of each fiscal year beginning with the 2022 fiscal year, in an amount equal to the least of (i) 5,150,000 shares of Class A common stock, (ii) 1.5% of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year or (iii) a lesser amount as determined by the administrator. On November 2, 2021, our compensation committee determined not to increase the number of shares of Class A common stock available for issuance under the 2021 ESPP for the 2022 fiscal year.

(5)Information relating to outstanding stock options under the Barking Dog Ventures Limited Enterprise Management Incentive Share Option Plan, or BD Plan. We assumed these options in connection with our October 2018 acquisition of Barking Dog Ventures, Ltd. The BD Plan is terminated and we no longer grant awards under the BD Plan.

Limitation of Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation, which became effective upon consummation of the Merger, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporate Law, or DGCL. In addition, if the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, our bylaws, which became effective upon consummation of the Merger, provides that we will indemnify our directors and officers, and may indemnify our employees, agents and any other persons, to the fullest extent permitted by the DGCL. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into indemnification agreements with our directors and executive officers that are broader than the specific indemnification provisions contained in the DGCL and may continue to do so in the future. These indemnification agreements require us to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses reasonably and actually incurred by our directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

We also maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to which they are parties by reason of being or having served as a director or officer of the Company. The coverage provided by these policies applies whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL. At present, we are not aware of any pending litigation or proceeding involving any person who is one of our directors or officers or is or was one of our directors or officers, or is or was one of our directors or officers serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Class A common stock as of April 18, 2022 by:

•each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class A common stock;

•each of our named executive officers;

•each of our directors and director nominees; and

•all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated, to our knowledge, the persons or entities identified in the table have sole voting power and sole investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 181,849,660 shares of our Class A common stock issued and outstanding as of April 18, 2022. We have deemed shares of our Class A common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 18, 2022 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of April 18, 2022, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.


Name of Beneficial Owner(1)	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned
Greater than Five Percent Holders
Nebula Caravel Holdings, LLC(2)	14,457,597	8.0%
Funds affiliated with Foundry Ventures(3)	20,268,687	11.1%
Funds affiliated with Madrona Ventures(4)	26,463,916	14.6%
Funds affiliated with Menlo Ventures(5)	17,062,566	9.4%
Named Executive Officers and Directors
Adam H. Clammer(6)	14,457,597	8.0%
Kristina Leslie(7)	21,011	*
Aaron Easterly(8)	7,313,843	3.9%
Tracy Knox(9)	1,320,000	*
Brent Turner(10)	2,659,560	1.4%
Greg Gottesman(11)	56,874	*
Susan Athey(12)	250,553	*
Megan Siegler(13)	—	*
Venky Ganesan(14)	17,062,566	9.4%
Scott Jacobson(15)	26,463,916	14.6%
All current executive officers and directors as a group (10 persons)	69,605,920	36.9%

________________

*Less than 1%

(1)Unless otherwise noted, the business address of each of these shareholders is c/o Rover Group, Inc., 720 Olive Way, 19th Floor, Seattle, WA 98101.

(2)Based on our records and a Schedule 13D/A filed with the SEC on February 4, 2022. Nebula Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II, L.P. and True Wind Capital II-A, L.P., or the TWC Funds, are each a managing member of Nebula Caravel Holdings, LLC. True Wind Capital GP II, LLC is the

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general partner of the TWC Funds. Adam Clammer is a member of our Board and serves as one of the managing members of True Wind Capital GP II, LLC. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by Nebula Caravel Holdings, LLC. Mr. Clammer disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Consists of (a) 3,437,500 shares of Class A common stock received in exchange for the same amount of founder shares beneficially owned by Sponsor immediately prior to the closing of the Merger, (b) 8,000,000 shares of Class A common stock purchased at the closing of the Merger by Sponsor pursuant to the Sponsor Backstop Subscription Agreement between the Company and the Sponsor, (c) 1,889,300 shares of Class A common stock beneficially owned by Sponsor which have vested upon the Class A common stock achieving certain trading price thresholds, (d) up to 472,326 shares of Class A common stock beneficially owned by Sponsor which will vest upon the Class A common stock achieving certain trading price thresholds, and (e) 658,471 shares of Class A common stock received as part of the cashless exercise of private placement warrants beneficially owned by Sponsor in connection with our January 2022 redemption of the private placement warrants. The business address of Nebula Caravel Holdings, LLC is Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.

(3)These securities are held of record by Foundry Group Next, L.P. (“Foundry Group Next”) and Foundry Venture Capital 2013, L.P. (“Foundry Venture Capital 2013” and, together with Foundry Group Next, “Foundry Ventures”). Consists of (a) 13,229,955 shares of Class A common stock, which are held of record by Foundry Venture Capital 2013 and (b) 7,038,732 shares of Class A common stock, which are held of record by Foundry Group Next. The business address of Foundry Group is 645 Walnut Street, Boulder, CO 80302.

(4)These securities are held of record by Madrona Venture Fund IV, L.P. (“Madrona Fund IV”) and Madrona Venture Fund IV-A, L.P. (“Madrona Fund IV-A”), as applicable. Madrona Investment Partners IV, L.P. (“Madrona Partners IV”) is the general partner of each of Madrona Fund IV and Madrona Fund IV-A, and Madrona IV General Partner, LLC (“Madrona IV LLC”) is the general partner of Madrona Partners IV. Scott Jacobson, who serves as a member of the Rover Board, together with Tom Alberg, Paul Goodrich, Matt McIlwain, Len Jordan, and Tim Porter are the managing members of Madrona IV LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund IV and Madrona Fund IV-A (collectively, “Madrona Ventures”). Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. Consists of (a) 25,806,222 shares of Class A common stock, which are held of record by Madrona Fund IV, and (b) 657,694 shares of Class A common stock, which are held of record by Madrona Fund IV-A. The business address of Madrona Ventures is 999 Third Ave., 34th Floor, Seattle, WA 98104.

(5)These securities are held of record by Menlo Special Opportunities Fund, L.P. (“Menlo Special Opportunities Fund”), Menlo Ventures XI, L.P. (“Menlo Ventures XI”), MMEF XI, L.P. (“MMEF XI”), and MMSOP, L.P. (“MMSOP”, and together with Menlo Special Opportunities Fund, Menlo Ventures XI, and MMEF XI, collectively referred to as “Menlo Ventures”). Consists of (a) 11,086,863 shares of Class A common stock, which are held of record by Menlo Ventures XI, (b) 5,455,836 shares of Class A common stock, which are held of record by Menlo Special Opportunities Fund, (c) 431,156 shares of Class A common stock, which are held of record by MMEF XI, and (d) 88,711 shares of Class A common stock, which are held of record by MMSOP. Voting and investment power over the shares held by Menlo Ventures XI and MMEF XI are collectively exercised by the following individuals: Douglas Carlisle, Shawn Carolan, Venky Ganesan, John Jarve, H. DuBose Montgomery and Mark Siegel. Voting and investment power over the shares held by Menlo Special Opportunities Fund and MMSOP are collectively exercised by the following individuals: Shawn Carolan, Venky Ganesan, Matthew Murphy and Mark Siegel. Venky Ganesan serves as a member of the Rover Board. The business address of Menlo Ventures is 1300 El Camino Real, Suite 150, Menlo Park, CA 94025.

(6)Consists of the shares described in footnote (2) above (Nebula Caravel Holdings, LLC).

(7)Consists of (a) 17,509 shares of Class A common stock held by Ms. Leslie and (b) 24,512 RSUs covering shares of Class A common stock held by Ms. Leslie, 3,502 shares of which will be vested within 60 days of April 18, 2022.

(8)Consists of (a) 3,168,777 shares of Class A common stock held by Mr. Easterly, (b) 4,882,343 shares of Class A common stock subject to options held by Mr. Easterly, 4,072,370 shares of which will be vested and exercisable within 60 days of April 18, 2022 and (c) 1,051,072 RSUs covering shares of Class A common stock held by Mr. Easterly, 72,696 shares of which will be vested within 60 days of April 18, 2022.

(9)Consists of (a) 249,857 shares of Class A common stock held by Ms. Knox, (b) 1,241,609 shares of Class A common stock subject to options held by Ms. Knox, 1,044,743 shares of which will be vested and exercisable within 60 days of April 18, 2022, and (c) 361,284 RSUs covering shares of Class A common stock held by Ms. Knox, 25,400 shares of which will be vested within 60 days of April 18, 2022.

(10)Consists of (a) 997,603 shares of Class A common stock held by Mr. Turner, (b) 1,848,160 shares of Class A common stock subject to options held by Mr. Turner, 1,615,083 shares of which will be vested and exercisable within 60 days of April 18, 2022, and (c) 699,987 RSUs covering shares of Class A common stock held by Mr. Turner, 46,874 shares of which will be vested within 60 days of April 18, 2022.

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(11)Consists of (a) 56,874 shares of Class A common stock held by Mr. Gottesman and (b) 24,430 RSUs covering shares of Class A common stock held by Mr. Gottesmann, none of which will be vested within 60 days of April 18, 2022. Mr. Gottesman is also a minority investor and former general partner in funds affiliated with Madrona Ventures which beneficially own 14.6% of Rover. Mr. Gottesman does not have voting or dispositive control over such funds.

(12)Consists of (a) 250,553 shares of Class A common stock held by Dr. Athey and (b) 24,430 RSUs covering shares of Class A common stock held by Dr. Athey, none of which will be vested within 60 days of April 18, 2022.

(13)Consists of 24,430 RSUs covering shares of Class A common stock held by Ms. Siegler, none of which will be vested within 60 days of April 18, 2022. Ms. Siegler is also a minority investor in entities affiliated with Spark Capital Growth Fund, L.P. / Spark Capital Growth Founders Fund, L.P., which beneficially own less than 5% of Rover. Ms. Siegler does not have voting or dispositive control over such funds.

(14)Consists of the shares described in footnote (5) above (funds affiliated with Menlo Ventures, where Mr. Ganesan is a managing member of the general partner of the funds affiliated with Menlo Ventures that hold our Class A common stock).

(15)Consists of the shares described in footnote (4) above (funds affiliated with Madrona Ventures, where Mr. Jacobson is a managing member of the general partner of the Madrona Ventures funds that hold our Class A common stock).

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following is a description of each transaction since January 1, 2020, and each currently proposed transaction, in which:

•we have been or are to be a participant;

•the amount involved exceeded or exceeds $120,000;

•any of our directors (including director nominees), executive officers, or beneficial holders of more than 5% of any class of our voting securities, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Legacy Rover Relationships and Related Person Transactions Prior to the Merger

All related person transactions described in this section occurred prior to adoption of the formal, written policy described below under "—Rover Group, Inc. Related Person Transactions," and therefore these transactions were not subject to the approval and review procedures set forth in the policy.

Stockholder Lock-Up Agreement

In connection with the Merger, on July 30, 2021, Rover, the Sponsor, certain affiliates of the Sponsor, and certain Legacy Rover stockholders entered into the Stockholder Lock-Up Agreement, pursuant to which they agreed, subject to certain exceptions, not to transfer shares of common stock for a period of six months after the closing of the Merger, provided that, if during such six month period the volume weighted average price of Class A common stock is greater than or equal to $16.00 over any 20 trading days within any 30 trading day period (“Triggering Event III”), 50% of each applicable holder’s Lock-Up Shares (as defined in the Stockholder Lock-Up Agreement) will be released from such lock-up on the later of (i) Triggering Event III and (ii) the date that is 90 days after the closing of the Merger.

Option to Permit Net Exercise

On February 10, 2021, the Legacy Rover board of directors approved an amendment to the stock option granted to Aaron Easterly on July 19, 2012 to purchase 1,765,120 shares of Legacy Rover’s common stock to permit Mr. Easterly to satisfy the exercise price and applicable tax withholding obligations by net exercise of the option. As a result of the net exercise of the option by Mr. Easterly on July 30, 2021, Legacy Rover withheld 675,679 shares.

Caravel Relationships and Related Person Transactions Prior to the Merger

Forward Purchase Agreements

In connection with the consummation of the Caravel initial public offering in December 2020, Caravel entered into forward purchase agreements with several institutional accredited investors (including an affiliate of the Sponsor), referred to herein as forward purchasers, that provided for, subject to certain conditions, the aggregate purchase of at least $100,000,000 of Caravel common stock at $10.00 per share, in a private placement which would close concurrently with the closing of Caravel’s initial business combination with a target operating company. The obligations under the forward purchase agreements were not dependent on whether any shares of Caravel common stock would be redeemed by Caravel’s public stockholders. The forward purchasers were not entitled to receive any warrants as part of the forward purchase agreements, which provided for the purchase of shares of the combined company’s common stock with such shares subject to certain transfer restrictions and entitled to certain registration rights. The conditions for purchase were not met at the closing of the Merger and no shares were sold in the Merger in connection with the forward purchase agreements.

Founder Shares

In September 2020, the Sponsor purchased an aggregate of 7,906,250 founder shares, or Founder Shares, for an aggregate purchase price of $25,000, or approximately $0.003 per share. In September and October 2020, the Sponsor transferred 25,000 Founder Shares to each of Messrs. David Kerko, Darren Thompson, Scott Wagner, and Ms. Alexi A. Wellman, Caravel’s independent directors at the time, in each case at the original per share purchase price. In November 2020, the Sponsor cancelled 718,750 Founder Shares and in December 2020, the Sponsor canceled 312,500 Founder Shares, resulting in the Sponsor holding an aggregate of 6,775,000 Founder Shares. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of Caravel common stock upon completion of the Caravel initial public offering. The Sponsor also subscribed to purchase an aggregate of 5,333,333 of private placement warrants for a purchase price of $1.50 per warrant, or approximately $8,000,000. In connection with our

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redemption of all of our outstanding warrants in January 2022, Caravel received 658,471 shares of our Class A common stock as part of the cashless exercise of its then-owned 2,574,164 private placement warrants.

Registration Rights

In December 2020, Caravel entered into a registration rights agreement with respect to the Founder Shares, private placement warrants and warrants to be issued upon conversion of working capital loans, if any, as well as forward purchase shares. Pursuant to the terms of the Registration Rights Agreement, the holders of the Founder Shares, private placement warrants and warrants to be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) and holders of the forward purchase shares and their permitted transferees were provided with registration rights requiring Caravel to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Caravel Class A common stock).

Stockholder Support Agreements

On February 10, 2021, Caravel, Legacy Rover, the Sponsor, and certain former stockholders of Legacy Rover, entered into the Sponsor Support Agreement, pursuant to which among other things, such parties agreed to approve the Merger.

Rover Group, Inc. Related Person Transactions

Investor Rights Agreement

In connection with the closing of the Merger, the Company, Legacy Rover, the Sponsor, other stockholders holding Founder Shares and certain Legacy Rover stockholders holding Legacy Rover common stock entered into an investor rights agreement (the “Investor Rights Agreement”). The Investor Rights Agreement provided that (i) the Company would register for resale, pursuant to Rule 415 under the Securities Act, certain shares of common stock and other equity securities of the Company that are held by the parties thereto from time to time, (ii) in the event that the Company sold Backstop Shares (as defined in the backstop agreement between Sponsor and Caravel (the “Sponsor Backstop Subscription Agreement”)) with an aggregate purchase price of at least $15 million, the Company would include one individual designated by the Sponsor in the slate of nominees recommended by the Board (or duly constituted committee thereof) for election as directors at each annual meeting of stockholders at which such nominee’s term expires, subject to the Sponsor and its Affiliates (as defined in the Business Combination Agreement) beneficially owning a certain minimum number of shares of common stock and (iii) the Company would waive the corporate opportunities doctrine with respect to the Sponsor, its affiliates (including portfolio companies), their respective investors and the director nominees of the foregoing.

As we sold Backstop Shares with an aggregate purchase price in excess of $15 million, so long as the Sponsor and its affiliates beneficially own, in the aggregate, at least 3,718,750 shares of Class A common stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Class A common stock)(the “Minimum Ownership Threshold”), we must take all Necessary Action (as defined in the Investor Rights Agreement) so that one individual designated by the Sponsor (the “Sponsor Director”) is included in the slate of nominees recommended by the Board or duly constituted Board committee for election as directors at each annual meeting at which the Sponsor Director’s term would expire, and must use the level of efforts and provide the same level of support with respect to the election of the Sponsor Director at any such meeting of stockholders as is used and/or provided for the election of the other Rover director nominees at such meeting. The Sponsor can only designate a person to be a Sponsor Director (i) who the Sponsor believes in good faith has the requisite skill and experience to serve as a director of a publicly-traded company and (ii) who is not prohibited from or disqualified from serving as a director pursuant to any rule or regulation of the SEC, Nasdaq or applicable law and (iii) with respect to which no event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act has occurred. Mr. Clammer, a Class III director whose term expires at our 2024 annual meeting, is the current Sponsor Director. Until such time as the Sponsor and its affiliates in the aggregate no longer meet the Minimum Ownership Threshold, the Sponsor has the exclusive right to designate a director for election or appointment, as applicable, to the Board to fill a vacancy created by reason of death, removal or resignation of its nominee to the Board, and we must take all Necessary Action to nominate or cause the Board to appoint, as applicable, a replacement director designated by the Sponsor to fill any such vacancy as promptly as practicable after such designation. Once the Sponsor and its affiliates in the aggregate no longer meet the Minimum Ownership Threshold, the Sponsor must promptly notify us and, if requested by the Board in writing, the Sponsor and its affiliates must take all Necessary Action to cause the Sponsor Director to resign from the Board and any Board committee as soon as practicable and in any event within ten days following the date on which the Sponsor receives such request in writing. Once the Sponsor and its affiliates, in the aggregate, no longer meet the Minimum Ownership Threshold, the Sponsor’s right to designate an individual for nomination for election or appointment under the Investor Rights Agreement will thereafter be of no further force or effect, even if the Sponsor and its affiliates subsequently acquire additional shares of Class A common stock. Further, the Sponsor and its affiliates must take all Necessary Action to cause the Sponsor Director to resign from the Board and any Board committee if such Sponsor Director, as determined by the Board in good faith after consultation with outside legal counsel, is (i) prohibited or disqualified from serving as a director or a

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member of any Board committees under any rule or regulation of the SEC, Nasdaq or by applicable law or (ii) in material violation of our then-current code of ethics.

Proposed Complementary Service Opportunity

In April 2022, Rover entered into a non-binding term sheet with Pioneer Square Labs, or PSL, a start-up studio and venture capital fund of which Mr. Gottesman is a managing director and co-founder, to explore a business opportunity in a service for pet parents and care providers that is complementary to Rover’s current offerings. PSL and Rover are currently expected to have roughly equivalent minority ownership positions in any entity resulting from such opportunity, and to have customary rights afforded to investors in venture-backed companies. PSL also is expected to be reimbursed for certain start-up and formation costs by the entity and to provide, and be compensated for, certain services to the entity for a period of time after formation.

Mr. Gottesman will not serve on the board of any such entity unless approved by Rover's Board. Mr. Gottesman holds a minority position in PSL. As of the date hereof, Rover does not expect that its initial investment in such opportunity, if consummated, will exceed $1.0 million.

Compensation Arrangements

We are party to employment and transition agreements with our executive officers that, among other things, provide for certain severance and change of control benefits, and indemnification agreements with our executive officers and directors. We have also granted stock options to our executive officers and Susan Athey, a member of the Board, and RSUs to our executive officers and non-employee outside directors. For more information concerning our executive employment and transition arrangements, indemnification agreements, and equity awards granted to our executive officers and non-employee directors, please read the sections titled "Board of Directors and Corporate Governance —Director Compensation" and “Executive Compensation” appearing elsewhere in this proxy statement.

Policies and Procedures for Related Person Transactions

We have adopted a formal, written policy regarding related person transactions. This written policy regarding related person transactions provides that a related person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000. For purposes of this policy, a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our audit committee has the primary responsibility for reviewing and approving, ratifying or disapproving related person transactions. In determining whether to approve, ratify or disapprove any such transaction, our audit committee will consider, among other factors, (1) whether the transaction is fair to us and on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (2) the extent of the related person’s interest in the transaction, (3) whether there are business reasons for us to enter into such transaction, (4) whether the transaction would impair the independence of any of our outside directors and (5) whether the transaction would present an improper conflict of interest for any of our directors or executive officers.

The policy grants standing pre-approval of certain transactions, including (1) certain compensation arrangements for our directors or executive officers, (2) transactions with another company at which a related person’s only relationship is as a non-executive employee, director or beneficial owner of less than 10% of that company’s shares, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such company’s total annual revenues and the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (3) charitable contributions by us to a charitable organization, foundation or university at which a related person’s only relationship is as a non-executive employee or director, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such organization’s total annual receipts, (4) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis and (5) any indemnification or advancement of expenses made pursuant to our organizational documents or any agreement. In addition to our policy, our audit committee charter provides that our audit committee shall review and approve or disapprove any related person transactions.

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OTHER MATTERS

Stockholder Proposals or Director Nominations for 2023 Annual Meeting

If a stockholder would like us to consider including a proposal in our proxy statement for our 2023 annual meeting pursuant to Rule 14a-8 of the Exchange Act, then the proposal must be received by our corporate secretary at our principal executive offices on or before December 30, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Rover Group, Inc.
Attention: Corporate Secretary
720 Olive Way, 19th Floor
Seattle, Washington 98101

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal or nominate a director at an annual meeting, but do not seek to include the proposal or director nominee in our proxy statement. In order to be properly brought before our 2023 annual meeting, the stockholder must provide timely written notice to our corporate secretary, at our principal executive offices, and any such proposal or nomination must constitute a proper matter for stockholder action. The written notice must contain the information specified in our amended and restated bylaws. To be timely, a stockholder’s written notice must be received by our corporate secretary at our principal executive offices:

•no earlier than 8:00 a.m., Pacific Time, on February 15, 2023, and

•no later than 5:00 p.m., Pacific Time, on March 17, 2023.

In the event that we hold our 2023 annual meeting more or less than 25 days after the one-year anniversary of this year’s annual meeting, then such written notice must be received by our corporate secretary at our principal executive offices:

•no earlier than 8:00 a.m., Pacific Time, on the 120th day prior to the day of our 2023 annual meeting, and

•no later than 5:00 p.m., Pacific Time, on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, then we are not required to present the proposal for a vote at such annual meeting.

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than 10% of our common stock, file reports of ownership and changes in ownership with the SEC. Based on our review of such filings and written representations from certain reporting persons that no Form 5 is required, we believe that during the fiscal year ended December 31, 2021, all directors, executive officers and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them. However, during 2022, Nebula Caravel Holdings, LLC, True Wind Capital II, L.P., True Wind Capital II-A, L.P., True Wind Capital GP II, LLC, Adam Clammer and James H. Greene, Jr. jointly filed one late Form 4 to report the exercise of private placement warrants for Class A common stock in a make-whole exercise on a cashless basis.

2021 Annual Report

Our financial statements for our fiscal year ended December 31, 2021 are included in our annual report, which we will make available to stockholders at the same time as this proxy statement. Our proxy materials and our annual report are posted on our website at https://investors.rover.com/financial-information/sec-filings and are available from the SEC at its website at

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www.sec.gov. You may also obtain a copy of our annual report, free of charge, by sending a written request to Rover Group, Inc., 720 Olive Way, 19th Floor, Seattle, Washington 98101, Attention: Corporate Secretary.

Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only.

* * *

The Board does not know of any other matters to be presented at the annual meeting. If any additional matters are properly presented at the annual meeting, the persons named in the proxy will have discretion to vote the shares of our Class A common stock they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the annual meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote as promptly as possible to ensure your vote is recorded.

THE BOARD OF DIRECTORS

Seattle, Washington

April 29, 2022

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D83567-P73481 The Board of Directors recommends you vote FOR the following proposal: Nominees: 01) Aaron Easterly 02) Venky Ganesan 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. NOTE: In their discretion, the proxyholders will vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. ! ! !1. Election of two Class I Directors to hold office until our 2025 Annual Meeting of Stockholders For All Withhold All For All Except ! !! 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. ROVER GROUP, INC. 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.The Board of Directors recommends you vote FOR all of the following nominees: ROVER GROUP, INC. 720 OLIVE WAY, 19TH FLOOR SEATTLE, WA 98101 For Against Abstain 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. Vote by 11:59 P.M. Eastern Time on June 14, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ROVR2022 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. Vote by 11:59 P.M. Eastern Time on June 14, 2022. 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. SCAN TO VIEW MATERIALS & VOTEw

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D83568-P73481 ROVER GROUP, INC. Annual Meeting of Stockholders Wednesday, June 15, 2022 9:00 a.m. Pacific Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Tracy Knox and Melissa Weiland, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A common stock of ROVER GROUP, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 9:00 a.m., Pacific Time, on June 15, 2022 at www.virtualshareholdermeeting.com/ROVR2022, and at any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made). THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. Continued and to be signed on reverse side

SEC Form DEF 14A filed by Rover Group Inc.