Document

DEF 14A 1 a2023proxystatementdraft-d.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

SQUARESPACE, 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):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

SQUARESPACE, INC.

225 VARICK STREET, 12 FLOOR

NEW YORK, NEW YORK 10014

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders of Squarespace, Inc.:

We cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Squarespace, Inc., a Delaware corporation, which will be held as a virtual meeting on Thursday, June 6, 2023 at 12:00 p.m. Eastern Time. The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/SQSP2023 where you will be able to submit questions and vote online. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

•To elect Andrew Braccia, Anthony Casalena, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery to serve as directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

•To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 10, 2023 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record on April 10, 2023 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. On or about April 24, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.

A list of the stockholders of record entitled to vote at the Annual Meeting will be available for examination, for any purpose germane to the Annual Meeting, during ordinary business hours for ten days prior to the Annual Meeting at our principal executive offices located at 225 Varick Street, 12th Floor, New York, New York 10014. If you would like to view the stockholder list, please contact our Investor Relations department with an electronic mail message to investors@squarespace.com to schedule an appointment or for alternative arrangements to the extent office access is impracticable. The stockholder list will also be available online during the Annual Meeting at www.virtualshareholdermeeting.com/SQSP2023 when you enter your 16-Digit Control Number.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone, or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

We appreciate your continued support of Squarespace.

By order of the Board of Directors,

Courtenay O’Connor

General Counsel and Secretary

April 24, 2023

SQUARESPACE, INC.

PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


ABOUT THE ANNUAL MEETING			1

Internet Availability of Proxy Materials			1

Record Date			1

Quorum			1

Shares Outstanding Voting			2

Revoking Your Proxy			2

Votes Required to Adopt Proposals			3

Effect of Abstentions and Broker Non-Votes			3

Voting Instructions			4

Voting Results			4

Additional Solicitation/Costs			4

Householding			4

DIRECTORS AND EXECUTIVE OFFICERS			5

CORPORATE GOVERNANCE			7

Board Independence			7

Board Leadership Structure			7

Board and Committee Meetings			7

Corporate Governance Policies and Committee Charters			8

Board Committees			8

Compensation Committee Interlocks and Insider Participation			9

Identifying and Evaluating Director Nominees			9

Stockholder Communications			10

Board’s Role In Risk Oversight			10

Hedging			11

CORPORATE RESPONSIBILITY AND SUSTAINABILITY AT SQUARESPACE			12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			14


EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			17

2022 Summary Compensation Table			17

Elements of Compensation			18

2022 Outstanding Equity Awards At Fiscal Year-End Table			19

Employment Agreements			20

Equity Award Grants			21

Share Ownership Guidelines			23

Director Compensation			24

Securities Authorized for Issuance under Equity Compensation Plans			25

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			26

Certain Relationships and Related Party Transactions			26

Voting and Support Agreement			26

Registration Rights Agreement			26

Indemnification Agreements			26

Our Policy Regarding Related Party Transactions			27

PROPOSAL NO. 1: ELECTION OF DIRECTORS			28

Director Nominees			28

Vote Required			28

Recommendation of the Board			28

PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED ACCOUNTING FIRM			29

Audit Fees			29

Pre-Approval Policies and Procedures			29

Vote Required			29

Recommendation of the Board			29

Report of the Audit Committee of the Board of Directors			30

TRANSACTION OF OTHER BUSINESS			31

ADDITIONAL INFORMATION			31

Procedures for Submitting Stockholder Proposals			31

Information Requests			31

ABOUT THE ANNUAL MEETING

Our board of directors solicits your proxy on our behalf for the 2023 annual meeting of stockholders (the “Annual Meeting”) and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this Proxy Statement and the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”). The Annual Meeting will be held at 12:00 p.m. Eastern Time on Thursday, June 6, 2023. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SQSP2023, where you will be able to listen to the meeting live, submit questions and vote online. We made this Proxy Statement available to stockholders on or about April 24, 2023.

In this Proxy Statement, the terms “Squarespace,” “the company,” “we,” “us” and “our” refer to Squarespace, Inc. and its consolidated subsidiaries. The mailing address of our principal executive offices is Squarespace, Inc., 225 Varick Street, 12th Floor, New York, New York 10014.


Internet Availability of Proxy Materials			We are providing access to our proxy materials over the Internet. On or about April 24, 2023, we mailed the Notice to stockholders, unless they requested a printed copy of proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote. If you would like to receive a paper or e-mail copy of our proxy materials, please follow the instructions in the Notice. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.


Record Date			April 10, 2023


Quorum			A majority of the voting power of our capital stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum.


Shares Outstanding Voting			As of April 10, 2023, there were 87,298,764 shares of our Class A common stock outstanding and 47,844,755 shares of our Class B common stock outstanding. There are three ways a stockholder of record can vote: (1)By Internet or telephone before the Annual Meeting: You may vote over the Internet or by telephone by following the instructions provided on your proxy card. If you are a stockholder of record, your ability to vote by proxy by Internet or telephone will end at 11:59 p.m. Eastern Time on June 5, 2023. (2)By Mail: If you requested printed copies of proxy materials, you can vote by mailing your proxy as described in the proxy materials. If you prefer to vote by mail, you should complete and return the proxy card as instructed on the card.
			(3)Virtually during the Annual Meeting: You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. Please have your proxy card in hand when you access the website and then follow the instructions. We recommend that you submit your proxy in advance in the event your plans change or you are unable to attend the Annual Meeting. If you are a stockholder who holds shares through a brokerage firm, bank, trust or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares.


Revoking Your Proxy			Stockholders of record may revoke their proxies by attending and voting during the Annual Meeting, by notifying our Secretary in writing before the applicable deadline that you have revoked your proxy or by voting again using the telephone or Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker, you may revoke any prior voting instructions by contacting your bank or broker.


Votes Required to Adopt Proposals			Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B Common Stock is entitled to 10 votes on each proposal. Proposal No. 1, the election of directors, requires a plurality of the voting power of our capital stock present at the meeting in person or represented by proxy and entitled to vote thereon. “Plurality” means that the nominees who receive the largest number of votes properly cast “for” such nominees are elected as directors. For the nominees for election as directors, you may vote “for all,” to “withhold all” or “for all except” the nominees you specify. Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023, requires a majority of the voting power of our capital stock present at the meeting in person or represented by proxy and entitled to vote thereon. “Majority” means a majority of the votes properly cast “for” and “against” the ratification of the appointment of Ernst & Young LLP.


Effect of Abstentions and Broker Non-Votes			Votes withheld from any nominee, abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld,” abstentions and broker non-votes will have no effect on the election of directors. Abstentions and broker non-votes, if any, will have the same effect as a vote “against” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Only Proposal No. 2, the ratification of the appointment of Ernst & Young LLP, is considered a routine matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted with regard to Proposal No. 1 unless you affirmatively provide the broker instructions on how to vote. Broker non-votes also will have no effect on the outcome of Proposal No. 1.


Voting Instructions			If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote “for” the election of each of the nominees for directors and “for” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.


Voting Results			We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.


Additional Solicitation/Costs			We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers and employees may also solicit proxies on our behalf by telephone, email or by other means of communication, but they do not receive additional compensation for providing those services.


Householding			Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Notice, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022, as applicable, is being delivered to multiple stockholders sharing an address unless we have received contrary instructions. We will promptly deliver a separate copy of any of these documents to you if you write to us at Squarespace, Inc. Attn: Investor Relations, 225 Varick Street, 12th Floor, New York, New York 10014 or send us an email at investors@squarespace.com. If you want to receive separate copies of the Notice, Proxy Statement, or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address.

DIRECTORS AND EXECUTIVE OFFICERS

The following table identifies our board of directors and executive officers and sets forth their current position(s) at Squarespace and their ages as of April 10, 2023:

Name

Age

Position

Executive Officers

Anthony Casalena

Founder, Chief Executive Officer and Chairperson of the Board

Paul Gubbay

Chief Product Officer

Nathan Gooden

Chief Financial Officer and Treasurer

Courtenay O’Connor

General Counsel and Secretary

Directors

Andrew Braccia

Director

Michael Fleisher

Director

Jonathan Klein

Director

Liza Landsman

Director

Anton Levy

Director

Neela Montgomery

Director

Set forth below are the biographies of each executive officer and director, as well as information regarding each such person’s business experience, director positions held currently or at any time during the last five years, and, for directors, the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director of the company. We believe that each of our executive officers and directors has a reputation for integrity, honesty and adherence to high ethical standards.

Anthony Casalena is the Founder and Chief Executive Officer of Squarespace, which he started from his dorm room in 2003. During the company’s early years, Mr. Casalena acted as the sole engineer, designer and support representative for the Squarespace platform. In addition to running the company and setting overall product strategy, Mr. Casalena remains actively involved in many departments of the company that he had previously run himself. Mr. Casalena holds a B.S. in Computer Science from the University of Maryland. We believe that Mr. Casalena is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our Founder and Chief Executive Officer.

Paul Gubbay has served as our Chief Product Officer since July 2020. Prior to joining Squarespace, Mr. Gubbay spent 15 years at Adobe Inc. as Vice President of Design and Web, responsible for a wide span of Adobe’s Creative Cloud products including Illustrator, InDesign, XD and Spark.

Nathan Gooden has served as our Chief Financial Officer since October 2022. Mr. Gooden served as Chief Financial Officer of Amazon Alexa from January 2017 to October 2022, becoming Vice President in March 2022. Previously, Mr. Gooden was Chief Financial Officer of Spacepointe Limited, a global payments technology company, from January 2016 to December 2016. Prior to Spacepointe Limited, Mr. Gooden was a founding member of Solavei LLC, a social commerce company, where he served as Chief Financial Officer from June 2014 to February 2016. Mr. Gooden graduated from Oral Roberts University with a Bachelor of Science in Accounting.

Courtenay O’Connor has served as our General Counsel and Secretary since November 2017. From November 2016 to November 2017, Ms. O’Connor served as our Senior Counsel. From April 2015 to November 2016, Ms. O’Connor served as Deputy General Counsel of Gizmodo Media Group, LLC. Ms. O’Connor holds a J.D. from The University of Michigan Law School and a B.A. from Wellesley College.

Andrew Braccia has served as a member of our board of directors since July 2010. Since April 2007, Mr. Braccia has been a Partner at Accel. Mr. Braccia served as a member of the board of directors of UserTesting, Inc. until January 2023, served as a member of the board of directors of Slack Technologies, Inc. until July 2021, and is also a member of the board of directors of several private technology companies. Mr. Braccia holds a B.S. in Business Administration from the University of Arizona. We believe that Mr. Braccia is qualified to serve as a member of our board of directors because of his significant knowledge of and history with our company, his experience as a director of publicly traded companies and his knowledge of our industry.

Michael Fleisher has served as a member of our board of directors since December 2018. Mr. Fleisher served as Chief Financial Officer of Wayfair Inc. from October 2013 to November 2022. Prior to joining Wayfair, Mr. Fleisher served at Warner Music Group as the Vice Chairman, Strategy and Operations from 2008 to 2011 and also served as Executive Vice President and Chief Financial Officer from 2005 to 2008. He was previously the Chief Executive Officer of Gartner, Inc. from 1999 to 2004. Mr. Fleisher has served on the board of directors of Goat Group since January 2021. Mr. Fleisher received a B.S. from the University of Pennsylvania’s Wharton School of Business. We believe that Mr. Fleisher is qualified to serve as a member of our board of directors because of his extensive finance background, including service as Chief Financial Officer of multiple companies, his experience as an executive of publicly traded companies and his knowledge of our industry.

Jonathan Klein has served as a member of our board of directors since July 2010. Mr. Klein led Getty Images as a Co-Founder and Chief Executive Officer for more than 20 years and currently serves as Deputy Chairman of the Board. Mr. Klein also serves on the board of directors of Etsy, Inc. and as Chairman of the Board of Jumia Technologies AG. He currently serves as a director of multiple private companies and non-profit organizations. Mr. Klein received an L.L.M. from the University of Cambridge. We believe that Mr. Klein is qualified to serve as a member of our board of directors because of his significant knowledge of and history with our company, his experience as a director of several publicly traded companies and his knowledge of our industry.

Liza Landsman has served as a member of our board of directors since December 2018. Ms. Landsman joined Stash Financial, Inc. (“Stash”) in February 2023 as its Chief Executive Officer. Prior to Stash, Ms. Landsman was a General Partner at New Enterprise Associates (“NEA”) from February 2018 to January 2023. Prior to joining NEA, Ms. Landsman was President of Jet.com, Inc. where she was a founding member of the executive team and later, following Jet.com’s acquisition, of Walmart Inc.’s U.S. E-commerce leadership team. Ms. Landsman currently serves on the board of directors of Choice Hotels International, Inc. and previously served on the board of directors of Veritiv Corporation. Ms. Landsman received a B.A. from Cornell University. We believe that Ms. Landsman is qualified to serve as a member of our board of directors because of her extensive experience as a director of publicly traded companies, her business acumen and her knowledge of our industry.

Anton Levy has served as a member of our board of directors since April 2014. Mr. Levy is Co-President, Managing Director and Global Head of Technology at General Atlantic. Mr. Levy also serves on General Atlantic’s Management, Investment and Portfolio Committees. Mr. Levy serves as a board observer for certain public companies and as a director, board observer or trustee for several private companies and organizations. Mr. Levy holds a B.S. in Commerce from the University of Virginia and an MBA from Columbia Business School. We believe that Mr. Levy is qualified to serve as a member of our board of directors because of his significant knowledge of and history with our company, his experience as a seasoned investor and as a current and former director of multiple companies and his knowledge of our industry.

Neela Montgomery has served as a member of our board of directors since August 2022. Ms. Montgomery has been a Board Partner at Greycroft Partners LLC, a venture capital firm, since January 2022, and previously from August 2020 to December 2020. Ms. Montgomery also serves as a non-executive director of Logitech International S.A. since September 2017 and Fetch since November 2022. Ms. Montgomery was the President and Executive Vice President of CVS Pharmacy, the retail and pharmacy division of CVS Health, a diversified health services company, from November 2020 until January 2022 and oversaw over 10,000 pharmacies and 160,000 associates. Before that, she was the Chief Executive Officer of Crate & Barrel Holdings, Inc., a global home furnishings retailer, from August 2017 to August 2020. Ms. Montgomery was a Member of the Executive Board for Multichannel Retail at the Otto Group, GmbH, a globally operating retail and services group, from November 2014 to August 2017, overseeing all Group companies that operate in e-commerce and store-based retail as well as serving as Executive Chairwoman of Group operating companies including Crate & Barrel. Prior to joining the Otto Group, Ms. Montgomery was the UK General Merchandise Director on the UK Board of Tesco Plc, one of the world’s largest retailers, from June 2012 to June 2014. She served at Tesco since 2002, including as UK E-Commerce Director from March 2011 to December 2012 and as Chief Merchant for Tesco Malaysia from July 2007 to May 2011. Ms. Montgomery studied English literature at Oxford University and holds an MBA from INSEAD having studied in France and Singapore. She is also a 2020 Henry Crown Fellow at the Aspen Institute. We believe that Ms. Montgomery is qualified to serve as a member of our board of directors because of her global leadership experience.

CORPORATE GOVERNANCE

Board Independence

Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our board of directors has affirmatively determined that Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montogomery are each an “independent director,” as defined under the rules of the New York Stock Exchange (“NYSE”). In making these determinations, our board of directors considered the current and prior relationships that each director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” In addition to determining whether each director satisfies the director independence requirements set forth in the listing requirements of the NYSE, in the case of members of the audit committee and compensation committee, our board of directors made an affirmative determination that such members also satisfy separate independence requirements and current standards imposed by the Securities and Exchange Commission (“SEC”).

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

At least annually, our board of directors will evaluate all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our board of directors will make an annual determination of whether each director is independent within the meaning of the NYSE’s, the SEC’s and our applicable committees’ independence standards.

Board Leadership Structure

Currently, our Founder and Chief Executive Officer, Mr. Anthony Casalena, serves as Chairperson of the board of directors. The board of directors believes that its current leadership structure, coupled with an emphasis on board independence, provides effective independent oversight of management while allowing both the board of directors and management to benefit from Mr. Casalena’s leadership and years of experience in Squarespace’s business. Mr. Casalena possesses details and first-hand knowledge of the issues, opportunities and challenges facing Squarespace and its business. We believe this extensive company-specific experience and expertise of Mr. Casalena, together with the outside experience, oversight and expertise of our independent directors, allows for differing perspectives and roles regarding strategy development that benefit our stockholders. This structure enables Mr. Casalena to act as the key link between the board of directors and other members of management. Further, the board of directors believes that Mr. Casalena’s combined role enables decisive leadership, ensures accountability and enhances Squarespace’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees, customers and partners.

Our board of directors continues to review the leadership of the board of directors on a regular basis.

Board and Committee Meetings

Our board of directors meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring their approval. It also holds special meetings when important matters require action between scheduled meetings. During 2022, the board of directors held eight meetings. The board of directors has three standing committees:

•the Audit Committee, which held seven meetings in 2022;

•the Compensation Committee, which held four meetings in 2022; and

•the Nominating and Corporate Governance Committee, which held three meetings in 2022.

Each of the incumbent directors attended 75% or more of the aggregate number of meetings of the board of directors and all committees of the board of directors on which he or she served during the period for which he or she was a director in 2022.

To encourage and enhance communication among non-employee directors, our Corporate Governance Guidelines provide that, in general, our non-management directors shall meet in executive session without management at each regularly

scheduled meeting of the board of directors. An independent director designated by the independent directors shall preside at such executive sessions.

It is our policy that members of our board of directors are expected to attend annual meetings of our stockholders. Five of our six directors serving at the time attended the 2022 annual meeting of stockholders.

Corporate Governance Policies and Committee Charters

The board of directors and management regularly review and evaluate the company’s corporate governance practices. The board of directors has adopted Corporate Governance Guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, the NYSE listing standards and our amended and restated certificate of incorporation and amended and restated bylaws.

In addition, we have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics required by law or the NYSE listing standards by posting such information on our investor website and/or in our public filings with the SEC.

The board of directors has also adopted written charters for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which satisfies the applicable rules of the SEC and the listing standards of the NYSE.

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and committee charters are available on the Investor Relations section of our website at https://investors.squarespace.com/governance/governance-documents/.

Board Committees

Our amended and restated bylaws provide that the board of directors may delegate responsibility to committees. The board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The table below shows the composition of the standing committees of the board of directors. Mr. Casalena does not currently serve on any standing committee.

Name

Independent

Audit
Committee

Compensation
Committee

Nominating and
Corporate Governance
Committee

Andrew Braccia

√

Michael Fleisher

√

Chair

√

Jonathan Klein

√

Chair

√

Liza Landsman

√

Chair

Anton Levy

√

Neela Montgomery

√

Audit Committee

Mr. Fleisher, Ms. Landsman and Ms. Montgomery currently serve on the Audit Committee, which is chaired by Mr. Fleisher. The board of directors has determined that each member of the Audit Committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable NYSE rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. The board of directors has determined that each of Mr. Fleisher, Ms. Landsman and Ms. Montgomery

is an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm its independence from management;

•reviewing with our independent registered public accounting firm the scope and results of its audit;

•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;

•overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

•reviewing our policies on risk assessment and risk management;

•reviewing related person transactions; and

•establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Compensation Committee

Mr. Klein, Mr. Braccia and Mr. Levy currently serve on the Compensation Committee, which is chaired by Mr. Klein. The board of directors has determined that each member of the Compensation Committee is “independent” as that term is defined in the applicable SEC and NYSE rules. The Compensation Committee’s responsibilities include:

•reviewing and approving the compensation of our directors, Chief Executive Officer and other executive officers;

•reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

•overseeing our compensation and employee benefit plans; and

•appointing and overseeing compensation consultants.

Nominating and Corporate Governance Committee

Ms. Landsman, Mr. Fleisher and Mr. Klein currently serve on the Nominating and Corporate Governance Committee, which is chaired by Ms. Landsman. The board of directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as that term is defined in the applicable SEC and NYSE rules. The Nominating and Corporate Governance Committee’s responsibilities include:

•identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•evaluating the overall effectiveness of our board of directors and its committees; and

•reviewing developments in corporate governance compliance and developing and recommending to our board of directors a set of corporate governance guidelines.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity (other than our subsidiaries) that has one or more executive officers serving on our board of directors or compensation committee.

Identifying and Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to our board of directors for board membership. When formulating its board membership recommendations, the Nominating and Corporate Governance Committee will also consider recommendations from stockholders and others as it deems appropriate. The Nominating and Corporate Governance Committee will consider the following qualifications in the

selection of director candidates: knowledge, experience, skills, expertise and diversity and such other relevant factors that the committee considers appropriate in the context of the board’s needs. In addition, the Nominating and Corporate Governance Committee shall consider the overall mix of tenures on the board of directors and each director’s performance and suitability. The Nominating and Corporate Governance Committee will periodically review and recommend for approval by the board of directors criteria for membership on the board and the skills and characteristics required of board members. The board of directors does not believe that term limits or a mandatory retirement age are appropriate at this time.

Stockholder Communications

Stockholders or other interested parties may contact the board of directors or one or more of our directors with issues or questions about Squarespace by mailing correspondence to our Secretary at our principal executive office, Squarespace, Inc., 225 Varick Street, 12th Floor, New York, New York 10014. Our Secretary will review incoming communications directed to the board of directors and, if appropriate, will forward such communications to the appropriate member(s) of the board of directors or, if none is specified, to the Chairperson of the Board. For example, we will generally not forward a communication that is primarily commercial in nature, is improper or irrelevant, or is a request for general information about Squarespace.

Board’s Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors, as a whole and through its committees, has responsibility for overall risk management. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. The following are risk-related responsibilities and functions performed by our board of directors, its committees and management in accordance with our governance documents:

The Board of Directors

•Maintains ultimate responsibility for the oversight of risk for the company; assigns specific oversight duties to board committees.

•Receives reports, briefings and presentations from senior management at regular board meetings.

The Audit Committee

•Reviews our policies with respect to risk assessment and risk management, which includes assessment of our major financial risk exposures and the steps taken by management to monitor and control such exposures.

•Reviews risks relating to data privacy, technology and information security, including cybersecurity, and the steps taken to monitor and control such exposures.

•Receives reports, briefings and presentations from senior management at regular audit committee meetings.

The Compensation Committee

•Reviews our compensation-related risks, including assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

•Reviews conflicts of interest involving advisors to the Compensation Committee.

The Nominating and Corporate Governance Committee

•Reviews governance-related risks, including assessing the effectiveness of our corporate governance guidelines.

•Identifies, interviews and performs due diligence on potential board members and evaluates the independence of each director and director candidate.

Management

•Identifies, mitigates and eliminates risks and develops risk controls related to significant business activities.

•Discusses strategic and operational risks at regular management meetings.

•Reviews risks with the board of directors and the Audit Committee at regular meetings, with presentations that focus on particular business functions, operations or strategies, as well as the steps taken to mitigate or eliminate such risks.

Hedging

Our board of directors has adopted an insider trading policy that prohibits engaging in hedging transactions (directly or indirectly) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Squarespace securities. Our directors, employees, their family members and any other persons, entities or accounts over which our directors, employees or their family members exercise investment influence or control are subject to our insider trading policy.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY AT SQUARESPACE

We believe environmental, social and governance (“ESG”) considerations are embedded in our vision, mission and company values. In 2022, Squarespace established an ESG management steering committee (“ESG Committee”) to direct and support our ongoing commitment to ESG. The ESG Committee includes members from our Finance, Legal, Marketing and People teams and reports to the Nominating and Corporate Governance committee. Our Nominating and Corporate Governance committee is responsible for overseeing our ESG strategy. The priorities that define the key components of our ESG strategy include:

Customers

Innovation & Customer Success

Our platform is in a constant state of evolution. From the tail-end of 2021 through 2022, we added over 100 features and updates to our portfolio. In 2022, we launched Fluid Engine, our new content editing system, which includes an array of new functionalities and customization options.

We are a business that spawns businesses, and our success is measured by the success of any individual customer using our tools. We do not promote or spread our customers’ content to increase other customers’ engagement with our platform and we do not restrict our customers’ audience to other customers on our platform.

In 2022, our Customer Operations team won multiple Stevie Awards for outstanding customer service, including Customer Service Department of the Year for the software and telecommunications industry. We also continue to invest in producing self-help educational resources for customers of various levels of technical sophistication, including guides, video tutorials and webinars.

Data Privacy & Security

We limit the data we collect and how long we retain it, and we treat data with care while we have it. We do not sell customer data. We also aim to be transparent in public-facing privacy notices and set out what personal information we collect, what we do with it and individuals’ rights and choices when it comes to data privacy.

We are committed to maintaining effective security to protect the data assets of our customers, including those of their own customers. In addition, we have a dedicated in-house security team that guides the implementation of controls, processes and procedures governing the security of our data and our customers' data.

Employees

Employee Engagement & Development

We believe employee engagement and development opportunities facilitate discovery of new ideas and encourage employees to meet their potential and contribute their value to the mission we serve.

In 2022, we launched a talent accelerator program for selected participants, allowing these employees to identify a specific company challenge or opportunity outside of their regular role, work with coaches and internal stakeholders to develop a comprehensive solution or proposal, and present the final product to company leadership.

One way we receive feedback on our employee engagement and development efforts is through our annual engagement survey. Our overall engagement score was 75 out of a 100, as determined by the third-party vendor that runs the survey.

Diversity & Inclusion

We believe that a diverse employee population helps ensure new ideas and perspectives and that an inclusive culture helps ensure that those ideas and perspectives can thrive. Our Inclusion Advisory Council (“IAC”) is an advisory body composed of employees across various departments, geographies and levels. In 2022, the IAC designed solutions to positively impact the recruitment, experience and advancement of historically untapped groups.

We make Diversity & Inclusion (“D&I”) and inclusive leadership learning opportunities accessible to all employees. All employees are also provided with D&I e-Learning within their first month at Squarespace, which covers unconscious bias, inclusivity and allyship. Our Inclusive Leadership series provides live learning sessions and opportunities for peer-learning

and discussion and, through our D&I Ambassadors program, participating employees are trained to facilitate D&I training for others in order to further instill inclusive habits and concepts in our day-to-day operations.

In 2022, we supported five global ERGs with chapters across our office locations. ERGs provide a supportive community for their members and offer programming to bring awareness and education about their community to the broader company, helping to foster an inclusive culture.

Community Support

Through non-profit partnerships, charitable giving and other initiatives, we are working to support our communities and provide entrepreneurship opportunities. In 2022, we supported the “Make It Awards,” a program launched in partnership with The New York Knicks to provide tri-state area entrepreneurs with the funds and exposure they need to bring their businesses to the next level. We also held a similar awards program in Australia for 2022.

In 2022, we donated $100,000 to Black Connect. Black Connect elevates existing black-owned businesses and encourages a new generation of leaders and creators to pursue entrepreneurship. We also awarded $25,000 to the Advancement Project to promote opportunity through strengthening social movements and achieving policy changes to further a just society.

Outside the United States, Squarespace partners with Trinity College Dublin’s Trinity Centre for People with Intellectual Disabilities (“TCPID”) to support TCPID’s mission to promote the inclusion of people with intellectual disabilities in society.

Under Squarespace’s employee matching program, we match employee fundraising for eligible non-profit organizations in an amount up to $600 per employee per year. In 2022, we contributed $208,000 through donation matches to a variety of non-profit organizations under this program.

Environment

We believe responsible energy use is important for our long-term success. Squarespace follows sustainable business practices to create a more eco-conscious workplace for its New York and Dublin offices, including:

•Motion sensors and low-watt LED lighting;

•Water-saving timers on bathroom faucets;

•Window films to reduce HVAC load and energy consumption;

•Elimination of single-use water bottles and implementation of filtered water taps in office pantries;

•Over 100 plants inside each office;

•Biodegradable cups, cutlery and plates;

•Recycling;

•No “volatile organic compound” paint for all interior cosmetic projects.

Our 2022 Environmental, Social and Governance Report is available on the Investor Relations section of our website at https://investors.squarespace.com/governance/ESG/. Information appearing on https://www.squarespace.com/, https://investors.squarespace.com and our other affiliated sites is not part of and is not incorporated by reference in this proxy statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of April 10, 2023, for:

•each person known by us to be the beneficial owner of more than 5% of our common stock;

•our named executive officers;

•each of our directors and director nominees; and

•all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on 87,298,764 shares of our Class A common stock and 47,844,755 shares of our Class B common stock outstanding as of April 10, 2023 unless indicated otherwise. We have deemed shares of our Class A common stock and Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 10, 2023 or issuable pursuant to restricted stock units which are subject to vesting and settlement conditions expected to occur within 60 days of April 10, 2023 to be outstanding and to be beneficially owned by the person holding the stock option or restricted stock unit 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. Unless otherwise indicated, the address for each beneficial owner is c/o Squarespace, Inc. 225 Varick Street, 12th Floor, New York, New York 10014.



	Number of Shares Beneficially Owned
Name of Beneficial Owner	Class A Shares	%	Class B Shares	%	Total Voting †%
5% Stockholders
Entities affiliated with Accel (1)	14,514,196	16.6	—	*	2.6
Entities affiliated with General Atlantic (2)	22,361,073	25.6	4,958,345	10.4	12.7
Named Executive Officers and Directors
Anthony Casalena (3)	5,317,675	6.1	42,886,410	89.6	76.7
Nathan Gooden	—	*	—	*	*
Paul Gubbay (4)	37,025	*	—	*	*
Marcela Martin (5)	6,482	*	—	*	*
Andrew Braccia (6)	14,563,386	16.7	—	*	2.6
Michael Fleisher (7)	66,854	*	—	*	*
Jonathan Klein (8)	704,133	*	—	*	*
Liza Landsman (9)	34,337	*	—	*	*
Anton Levy (10)	16,751	*	—	*	*
Neela Montgomery (11)	9,659	*	—	*	*
All executive officers and directors as a group (10 persons) (12)	20,818,122	23.8	42,886,410	89.6	79.5

________________________

*Denotes less than 1.0% of beneficial ownership.

†Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Shares of our Class A common stock entitle the holder to one vote per share, shares of our Class B common stock entitle the holder to ten votes per share.

(1)Consists of (a) 530,953 shares of Class A common stock held of record by Accel Leaders 3 L.P., (b) 21,982 shares of Class A common stock held of record by Accel Leaders 3 Entrepreneurs L.P., (c) 31,686 shares of our Class A common stock held of record by Accel Leaders 3 Investors (2020) L.P., (d) 870,600 shares of Class A common stock held of record by Accel Growth Fund Investors 2010 L.L.C., (e) 12,808,246 shares of Class A common stock held of record by Accel Growth Fund L.P. and (f) 250,729 shares of Class A common stock held of record by Accel Growth Fund Strategic Partners L.P. Accel Leaders 3 GP Associates L.L.C. (“AL3A”) is the general partner of Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P., and has the sole voting and investment power. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the directors of AL3A and share such powers. Andrew Braccia, Kevin Efrusy, Sameer Gandhi, Ping Li, Tracy Sedlock and Richard Wong are the managing members of Accel Growth Fund Investors 2010 L.L.C., and share the voting and investment powers. Accel Growth Fund Associates L.L.C. (“AGFA”) is the general partner of both Accel Growth Fund L.P. and Accel Growth Fund Strategic Partners L.P., and has the sole voting and investment power. Andrew Braccia, Kevin Efrusy, Sameer Gandhi, Ping Li, Tracy Sedlock and Richard Wong are the managing members of AGFA and share such powers. The address of the foregoing Accel entities is 500 University Avenue, Palo Alto, California, 94301. Each managing member or director disclaims beneficial ownership except to the extent of their pecuniary interest therein. Mr. Braccia, a director of Squarespace, disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein.

(2)Consists of (a) 11,746,631 shares of Class A common stock held of record by General Atlantic (SQRS II), LP (“GA SQRS II”), (b) 10,614,442 shares of Class A common stock held of record by General Atlantic (SQRS) LP (“GA SQRS”) and (c) 4,958,345 shares of Class B common stock held of record by GA SQRS II. The following investment funds share beneficial ownership of the shares held by GA SQRS: General Atlantic Partners 93, L.P. (“GAP 93”), GAP Coinvestments III, LLC (“GAPCO III”), GAP Coinvestments IV, LLC (“GAPCO IV”), GAP Coinvestments V, LLC (“GAPCO V”), GAPCO GmbH & Co. KG (“GAPCO KG”) and GAP Coinvestments CDA, L.P. (“GAPCO CDA”). GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA and General Atlantic Partners 100, L.P. (“GAP 100”) share beneficial ownership of the shares held by GA SQRS II. GAP 93, GAP 100, GAPCO III, GAPCO IV, GAPCO V, GAPCO KG and GAPCO CDA are herein referred to as the “GA Funds.” The general partner of each of GA SQRS and GA SQRS II is General Atlantic (SPV) GP, LLC (“GA SPV”). The general partner of GAP 100 and GAP 93 is General Atlantic GenPar, L.P. (“GA GenPar”) and the general partner of GA GenPar is General Atlantic, L.P. (“GA LP”). GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”), is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. The general partner of GAPCO KG is GAPCO Management GmbH (“GAPCO Management”). There are nine members of the management committee of the GA Management Committee and the GA Management Committee controls the investment and voting decisions of GAPCO Management. GA LP, GA GenPar, GA SPV, GAPCO Management, GA SQRS, GA SQRS II, and the GA Funds (collectively, the “GA Group”) are a “group” within the meaning of Rule 13d-5 of the Exchange Act. The mailing address of the foregoing General Atlantic entities (other than GAPCO KG and GAPCO Management) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The mailing address of GAPCO KG and GAPCO Management is c/o General Atlantic GmbH, Luitpoldblock, Amiraplatz 3, 80333 München, Germany. Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein.

(3)Consists of (a) 387,500 shares of Class A common stock and 2,050,838 shares of Class B common stock held directly by Anthony Casalena 2019 Family Trust, for which Mr. Casalena is the trustee, and (b) 4,930,175 shares of Class A common stock and 40,835,572 of Class B common stock held directly by Anthony Casalena Revocable Trust, for which Mr. Casalena is the trustee. Each share of Class B common stock is convertible at the option of Mr. Casalena into one share of Class A common stock. Mr. Casalena may be deemed to have voting power and dispositive power over the shares held by the Anthony Casalena 2019 Family Trust and the Anthony Casalena Revocable Trust.

(4)Consists of (a) 32,903 shares of Class A common stock and (b) 4,122 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

(5)Ms. Martin served as Chief Financial Officer of the company until July 31, 2022.

(6)Consists of (a) 4,300 shares of Class A common stock held directly by Andrew Braccia, (b) 12,451 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023, (c) 32,439 shares

of Class A common stock held by AKB Living Trust, of which Andrew Braccia is a trustee and (d) shares held by the entities affiliated with Accel identified in footnote 1.

(7)Consists of (a) 54,403 shares of Class A common stock and (b) 12,451 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

(8)Consists of (a) 691,682 shares of Class A common stock and (b) 12,451 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

(9)Consists of (a) 21,886 shares of Class A common stock and (b) 12,451 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

(10)Consists of (a) 4,300 shares of Class A common stock and (b) 12,451 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

(11)Consists of 9,659 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

(12)Consists of (a) 20,718,482 shares of Class A common stock, (b) 42,886,410 shares of Class B common stock, (c) 20,100 shares of Class B common stock issuable pursuant to outstanding stock options exercisable within 60 days of April 10, 2023 and (d) 79,540 restricted stock units for shares of Class A common stock that vest within 60 days of April 10, 2023.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Our named executive officers (our “NEOs”) for the year ended December 31, 2022 are as follows:


Name						Title
Anthony Casalena						Chief Executive Officer
Nathan Gooden						Chief Financial Officer (as of October 18, 2022)
Marcela Martin						Former Chief Financial Officer (as of July 31, 2022)
Paul Gubbay						Chief Product Officer

2022 Summary Compensation Table

The following table provides information regarding the total compensation earned by or granted to our NEOs during the last two fiscal years ended December 31, 2022 and 2021.


Name and Principal Position	Year	Salary ($)	Bonus ($)(3)	Stock Awards ($)(4)	All Other Compensation ($)		Total ($)
Anthony Casalena Chief Executive Officer	2022	1	—	—	350,287	(5)	350,288
	2021	230,209	—	83,545,000	340,909		84,116,118

Nathan Gooden (1) Chief Financial Officer	2022	153,409	300,000	9,329,992	11,108	(6)	9,794,509
	2021	—	—	—	—		—

Marcela Martin (2) Former Chief Financial Officer	2022	375,000	—	2,993,123	12,106	(7)	3,380,229
	2021	625,000	200,000	333,000	10,167		1,168,168

Paul Gubbay Chief Product Officer	2022	620,833	—	1,760,659	12,269	(8)	2,393,761
	2021	600,000	475,000	1,628,923	41,494		2,745,418

(1)Mr. Gooden commenced employment as Chief Financial Officer of the company on October 18, 2022.

(2)Ms. Martin served as Chief Financial Officer of the company until July 31, 2022.

(3)Amounts shown in this column represent the portion of the sign-on bonuses paid in the applicable year to Mr. Gooden in connection with his commencement of employment with the company in 2022 and to each of Ms. Martin and Mr. Gubbay in connection with their commencement of employment with the company in 2020.

(4)Amounts shown in this column represent the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the equity awards granted to the NEOs in 2022 and 2021. For a summary of the assumptions used in the valuation of these equity awards, please see Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These equity awards are described in greater detail in the section entitled “—Equity Awards” below.

(5)Amount shown in this column for Mr. Casalena represents (a) the approximate aggregate incremental cost to the company of $342,162 in respect of the provision of security services and (b) 401(k) matching contributions of $8,125. While we believe that the provision of security services did not provide a personal benefit to Mr. Casalena, and instead represented reasonable and necessary business expenses for the benefit of the company to ensure the safety and protection of Mr. Casalena, we have included the approximate aggregate incremental cost to the company of providing these services in this table in accordance with applicable SEC disclosure rules.

(6)Amount shown in this column for Mr. Gooden represents (a) expense reimbursements of $11,066 in connection with his relocation to the east coast of the United States and (b) company-paid premiums of $42 for group term life insurance.

(7)Amount shown in this column for Ms. Martin represents (a) 401(k) matching contributions of $11,959 and (b) company-paid premiums of $147 for group term life insurance.

(8)Amount shown in this column for Mr. Gubbay represents (a) 401(k) matching contributions of $12,017 and (b) company-paid premiums of $252 for group term life insurance.

Elements of Compensation

Our NEOs were provided with the following primary elements of compensation in 2022:

Base Salaries

Each of our NEOs received a fixed base salary from the company in respect of 2022. The base salary payable to each NEO is reviewed on an annual basis and is determined taking into account numerous relevant factors, including (a) the individual’s qualifications, experience, scope of responsibilities and geographic location, (b) compensation amounts paid to similarly situated executives at peer companies, (c) the individual’s historical compensation level and (d) internal pay positioning.

The 2022 base salaries for our NEOs were as follows: (a) $1 for Mr. Casalena, (b) $750,000 for Mr. Gooden, (c) $625,000 for Ms. Martin up to March 1, 2022 and $650,000 until her departure on July 31, 2022 and (d) $600,000 for Mr. Gubbay up to March 1, 2022 and $625,000 for the remainder of the year.

Annual Bonuses

We did not provide annual cash bonus payments to our NEOs or other employees with respect to 2022. We have a compensation philosophy that is focused on driving long-term, sustainable business value and leveraging compensation elements that are heavily weighted towards long-term employee retention and the creation of a “business ownership” mindset for our NEOs and other employees. We believe that we are able to accomplish these goals through the payment of base salaries, the granting of equity awards and the provision of employee benefits without the need for separate annual cash bonus payments. While we have not historically provided annual cash bonus payments to our NEOs or other employees, we may do so in the future if we think it is necessary to ensure that our overall compensation program remains competitive with our peers.

Sign-On Bonus

We provided a cash sign-on bonus to Mr. Gooden in connection with his initial hiring as an incentive for him to accept employment with the company. Mr. Gooden received 60% of his bonus shortly after commencement of his employment in 2022 and the remaining 40% of his bonus was paid in the payroll period ending January 31, 2023. In addition, the sign-on bonus is subject to repayment to the company in whole or in part if Mr. Gooden either voluntarily terminates employment with the company or is terminated by the company for “cause” (as defined in Mr. Gooden’s employment agreement) within two years following commencement of employment. We believe that these clawback provisions provide an additional retention incentive for the company.

Equity Awards

On October 18, 2022, our compensation committee granted a restricted stock unit award relating to 431,345 shares of our Class A common stock to Mr. Gooden under the 2021 Equity Incentive Plan (the “Gooden RSU Award”). The Gooden RSU Award will vest as follows: 35% on November 20, 2023, (b) 7.5% on February 20, May 20, August 20, and November 20 in 2024, (c) 5% on February 20, May 20, August 20, and November 20 in 2025, and (d) 3.75% on February 20, May 20, August 20, and November 20 in 2026, subject to continued employment through the applicable vesting date.

On February 22, 2022, our compensation committee granted a restricted stock unit award relating to 112,144 shares of our Class A common stock to Ms. Martin under the 2021 Equity Incentive Plan (the “Martin RSU Award”). The Martin RSU Award was scheduled to vest as follows: 25% on February 20, 2023 and 6.25% quarterly thereafter, subject to continued employment through the applicable vesting date. Ms. Martin left the company on July 31, 2022.

On February 22, 2022, our compensation committee granted a restricted stock unit award relating to 65,967 shares of our Class A common stock to Mr. Gubbay under the 2021 Equity Incentive Plan (the “Gubbay RSU Award”). 25% of the Gubbay RSU Award vested on February 20, 2023 and the remainder will vest 6.25% quarterly thereafter, subject to continued employment through the applicable vesting date.

Additional information regarding outstanding equity awards held by each of our NEOs is described in greater detail in the section entitled “2022 Outstanding Equity Awards at Fiscal Year End” below.

Employee Benefit Plans

Our NEOs participate on the same basis as our employees generally in a broad-based defined contribution retirement plan that provides our employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986 (the “Code”). For the fiscal year ended December 31, 2022, we made matching contributions into the 401(k) plan on behalf of participants equal to 100% on participant contributions up to 4% of their compensation. Participants are immediately and fully vested in their voluntary contributions and all matching contributions.

Our NEOs are also eligible to participate in our other broad-based employee benefit plans, including our medical, dental, vision, disability and life insurance plans, in each case on the same basis as our employees generally.

2022 Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding stock awards held by our NEOs as of December 31, 2022.


Name	Stock Awards

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

Anthony Casalena	2,750,000	(3)	60,967,500

Nathan Gooden	431,345	(4)	9,562,919

Marcela Martin (1)	—		—

Paul Gubbay	33,479	(5)	742,229

	24,168	(6)	535,805

	65,967	(7)	1,462,488

(1)Ms. Martin served as Chief Financial Officer of the company until July 31, 2022.

(2)Calculated using the closing price of our Class A common stock on the NYSE on December 30, 2022 of $22.17.

(3)The award listed represents a long-term performance-based restricted stock unit award under our 2017 Plan to Anthony Casalena which provides Mr. Casalena with the ability to earn up to 2,750,000 shares of our Class A common stock. Please see “—Equity Award Grants” below for the vesting schedule.

(4)On October 18, 2022, Mr. Gooden received a grant of 431,345 restricted stock units. These restricted stock units will vest as follows: (a) 35% on November 20, 2023, (b) 7.5% on February 20, May 20, August 20, and November 20 in 2024, (c) 5% on February 20, May 20, August 20, and November 20 in 2025, and (d) 3.75% on February 20, May 20, August 20, and November 20 in 2026, subject to continued employment through the applicable vesting date.

(5)On August 26, 2020, Mr. Gubbay received a grant of 55,797 restricted stock units. The remainder of these restricted stock units will vest as follows: (a) 30% on August 20, 2023 and (b) 30% on August 20, 2024, subject to continued employment through the applicable vesting date.

(6)On January 20, 2021, Mr. Gubbay received a grant of 32,224 restricted stock units. The remainder of these restricted stock units will vest as follows: (b) 25% on February 20, 2023, (c) 25% on February 20,

2024 and (d) 25% on February 20, 2025, subject to continued employment through the applicable vesting date.

(7)On February 22, 2022, Mr. Gubbay received a grant of 65,967 restricted stock units. These restricted stock units will vest as follows: (a) 25% on February 20, 2023 and (b) 6.25% quarterly thereafter, subject to continued employment through the applicable vesting date.

Employment Agreements

The following is a description of our employment agreements with our NEOs.

Agreement with Mr. Casalena

We entered into an employment agreement with Anthony Casalena, our Founder and Chief Executive Officer, on April 15, 2021, which became effective on May 10, 2021.

The employment agreement provides that Mr. Casalena will receive an annual base salary of $1. The base salary is subject to periodic review by our compensation committee, but we do not expect that his base salary will be modified prior to May 10, 2026. The employment agreement does not provide for any severance payments or benefits upon a termination of Mr. Casalena’s employment.

Agreement with Mr. Gooden

We entered into an employment agreement with Mr. Gooden, our Chief Financial Officer, on October 7, 2022, in connection with his commencement of employment with the company. Pursuant to his employment agreement, Mr. Gooden is entitled to an annual base salary of $750,000 and a one-time signing bonus of $500,000, which is described in more detail in “— Elements of Compensation — Sign-On Bonus” above.

The employment agreement provides for payment and reimbursement of certain relocation expenses in connection with Mr. Gooden’s relocation to the east coast of the United States. These relocation expenses are subject to repayment if Mr. Gooden voluntarily terminates his employment with the company for any reason or is terminated by the company for “cause” (as defined in the employment agreement) on or before the one year anniversary of his relocation date.

The employment agreement provides that if Mr. Gooden’s employment with the company is terminated without cause, or he resigns for “good reason” (as described below), he will receive the following severance benefits: (a) continued payment of 12 months of base salary, (b) payment of COBRA premiums to continue coverage for up to 12 months following termination and (c) if the termination occurs during the period beginning 3 months prior to, and ending 12 months following, a change in control, then his then-unvested equity awards will be deemed immediately vested as of the date of such termination.

For this purpose “good reason” means resignation by Mr. Gooden generally due to (a) any reduction of his base salary by more than 10% (other than a general reduction that affects all comparable employees of the company), (b) a material reduction in his duties or (c) a change in the geographic location at which he must perform services to a facility or location of 50 miles or more from his current office location.

Agreement with Ms. Martin

We entered into an employment agreement with Ms. Martin, our former Chief Financial Officer, on August 18, 2020, in connection with her commencement of employment with the company. Pursuant to her employment agreement, Ms. Martin was entitled to an annual base salary of $625,000 and a one-time signing bonus of $400,000. Ms. Martin received $200,000 of her bonus shortly after commencement of her employment in 2020. The remaining portion of her bonus was paid in March 2021. In March 2022, Ms. Martin’s base salary increased to $650,000.

The employment agreement provided for payment and reimbursement of certain relocation expenses in connection with Ms. Martin’s relocation to our New York office. These relocation expenses were subject to repayment if Ms. Martin voluntarily terminated her employment with the company for any reason or was terminated by the company for “cause” (as defined in the employment agreement) on or before the one year anniversary of her relocation date.

The employment agreement provided that if Ms. Martin’s employment with the company was terminated without cause, or she resigned for “good reason” (as described below), she was to receive the following severance benefits: (a) continued payment of 6 months of base salary following the date of termination, (b) payment of COBRA premiums to continue

coverage for up to 6 months following termination and (c) if the termination occurred during the period beginning 3 months prior to, and ending 12 months following, a change in control, then her then-unvested equity awards would be deemed immediately vested as of the date of such termination.

For this purpose “good reason” means resignation by Ms. Martin generally due to (a) any reduction of her base salary by more than 10% (other than a general reduction that affects all comparable employees of the company), (b) a material reduction in her duties or (c) a change in the geographic location at which she must perform services to a facility or location of 50 miles or more from her current office location.

Agreement with Mr. Gubbay

We entered into an employment agreement with Mr. Gubbay, our Chief Product Officer, on June 9, 2020, in connection with his commencement of employment with the company. Pursuant to his employment agreement, Mr. Gubbay was entitled to an annual base salary of $600,000 and a one-time signing bonus of $1 million. Mr. Gubbay received $525,000 of his bonus shortly after commencement of his employment in 2020. The remaining portion of his bonus was paid in January 2021. In March 2022, Mr. Gubbay’s base salary increased to $625,000.

The employment agreement provides for payment and reimbursement of certain relocation expenses in connection with Mr. Gubbay’s relocation to our New York office so long as the relocation occurs within two years following his commencement of employment. Any of these relocation expenses that he ultimately receives are subject to repayment if Mr. Gubbay voluntarily terminates his employment with the company for any reason or is terminated by the company for “cause” (as defined in the employment agreement) on or before the one year anniversary of his relocation date.

The employment agreement provides that if Mr. Gubbay’s employment with the company is terminated without cause, or he resigns for “good reason” (as described below), he will receive the following severance benefits: (a) continued payment of 6 months of base salary following the date of termination, (b) payment of COBRA premiums to continue coverage for up to 6 months following termination and (c) if the termination occurs during the period beginning 3 months prior to, and ending 12 months following, a change in control, then his then-unvested equity awards will be deemed immediately vested as of the date of such termination.

For this purpose “good reason” means resignation by Mr. Gubbay generally due to (a) any reduction of his base salary by more than 10% (other than a general reduction that affects all comparable employees of the company), (b) a material reduction in his duties or (c) a change in the geographic location at which he must perform services to a facility or location of 50 miles or more from his current office location.

Equity Award Grants

Anthony Casalena Long-Term Performance Award

Overview

On April 15, 2021, our board of directors granted a long-term performance-based restricted stock unit award under our 2017 Equity Incentive Plan to Anthony Casalena, our Founder and Chief Executive Officer, which provides Mr. Casalena with the ability to earn up to 2,750,000 shares of our Class A common stock (the “Casalena Performance Award”). The Casalena Performance Award is subject to vesting based upon the achievement of meaningful stock price targets and the satisfaction of service conditions, each as described in more detail below.

Our board of directors, in consultation with our independent compensation consultant, considered many factors in determining whether to grant the Casalena Performance Award and the size and terms of the Casalena Performance Award, including (i) Mr. Casalena’s significant ownership interest in the company but absence of any incentive awards that would be unvested following the effectiveness of the registration statement for the Direct Listing (as defined below), (ii) the need to provide meaningful incentives for Mr. Casalena to help ensure he will continue serving as our Chief Executive Officer and thereby continue to use his experience and vision to drive our ongoing success in a manner aligned with the long-term interests of our stockholders and (iii) market data for similarly situated executives at comparable companies, including other individuals serving in a founder and chief executive officer role at the time of an initial public offering. On May 19, 2021, the company completed a direct listing of its Class A common stock (the “Direct Listing”).

We expect that the Casalena Performance Award will serve as Mr. Casalena’s sole form of cash and equity compensation from the company, other than a $1 annual base salary, through the fifth anniversary of the effectiveness of the registration

statement for the Direct Listing. We do not currently intend to provide Mr. Casalena with any additional base salary, cash incentive awards or equity awards during this five-year period.

Performance Conditions

The Casalena Performance Award is eligible to vest based on our achievement of specified stock price targets during the period beginning upon the effectiveness of the registration statement for the Direct Listing and ending on the fifth anniversary of the grant date (the “Performance Period”). The Casalena Performance Award is divided into ten equal tranches that are eligible to vest based on our achievement of ten different and steadily increasing stock price targets, each of which will be deemed to have been achieved when the average closing price of a share of our Class A common stock on the trading days over any consecutive 30 calendar day period during the Performance Period equals or exceeds the applicable stock price goal.

The applicable stock price targets are as follows:


Company Stock Price Target						Cumulative Number of Shares to Vest

$105.00						275,000

$140.00						550,000

$175.00						825,000

$210.00						1,100,000

$245.00						1,375,000

$280.00						1,650,000

$315.00						1,925,000

$350.00						2,200,000

$385.00						2,475,000

$420.00						2,750,000

If the average closing price of a share of our Class A common stock on the trading days over any consecutive 30 calendar day period during the Performance Period does not equal or exceed $105.00, then none of the shares subject to the Casalena Performance Award will become eligible to vest. The applicable stock price targets and the number of shares that are eligible to vest in respect of the Casalena Performance Award are subject to adjustment to reflect any mergers, consolidations, reorganizations, stock dividends, stock splits or similar transactions or events that impact our Class A common stock in accordance with the terms of our 2017 Equity Incentive Plan.

We believe that the Casalena Performance Award will provide an additional level of meaningful alignment between Mr. Casalena and our stockholders generally, since the Casalena Performance Award will only become eligible to vest if the company achieves stock price targets over a five year period following the grant date that would result in returns to our stockholders that significantly exceed those generally applicable to our peer companies and the equity markets generally.

Service Conditions

In order to vest in any shares subject to the Casalena Performance Award for which the applicable stock price target has been achieved, Mr. Casalena must also meet a service condition based on his continued employment with the company following the grant date.

The terms of the Casalena Performance Award provide that Mr. Casalena will satisfy the service condition with respect to 25% of the total shares subject to the Casalena Performance Award on each of the first four anniversaries of the grant date subject to Mr. Casalena’s continued employment through the applicable service vesting date. The shares subject to the

Casalena Performance Award will become vested on the date that both the applicable performance condition and the applicable service condition have been satisfied. As a result of the service condition, Mr. Casalena will not become eligible to vest in the full amount of the shares subject to the Casalena Performance Award until the fourth anniversary of the grant date, even if the maximum stock price target described above is achieved before that date.

Termination and Change in Control Provisions

The Casalena Performance Award further provides that if Mr. Casalena’s employment is terminated as a result of Mr. Casalena’s death or “disability” or if Mr. Casalena’s employment is terminated by us without “cause”or by Mr. Casalena for “good reason”, in each case, prior to the fourth anniversary of the grant date, then all of the shares for which the applicable stock price targets have been achieved as of the date of such termination will immediately vest. The terms “disability”, “cause” and “good reason”are each defined in the applicable award agreement governing the Casalena Performance Award.

The Casalena Performance Award also provides that if a “change in control” (as defined in our 2017 Equity Incentive Plan) occurs prior to the fifth anniversary of the grant date, then the number of shares that will become eligible for vesting (in addition to any shares already eligible for vesting) in respect of the achievement of the applicable stock price targets will be based on the per-share price of a share of our Class A common stock payable in connection with the applicable transaction, with linear interpolation applied if the per-share price is between the applicable stock price target amounts listed in the table above. Any such shares that are or become eligible for vesting will remain subject to the applicable service condition following the transaction, but will vest in full if Mr. Casalena’s employment terminates prior to the fourth anniversary of the grant date as a result of his death or disability or a termination by us without cause or by Mr. Casalena for good reason.

Accounting Treatment

We estimated the grant date fair value of the Casalena Performance Award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the applicable stock price targets may not be satisfied. The weighted-average grant date fair value of the Casalena Performance Award was estimated to be $30.38 per Class A common share, and we estimate that we will recognize total stock-based compensation of approximately $83.5 million. We will recognize the fair value of the award as compensation expense using the accelerated attribution method over the longer of (i) the period of time the market condition for each tranche is expected to be met (i.e., the derived service period) or (ii) the service vesting condition of four years.

Share Ownership Guidelines

The compensation committee of our board of directors adopted the Squarespace, Inc. Share Ownership Guidelines on March 25, 2021, which became effective May 9, 2021.

Our share ownership guidelines apply to all our employees at the level of senior vice president or above and the non-employee members of our board of directors who receive compensation from us for their service as members of the board of directors. Applicable employees and directors are expected to accumulate and hold a number of shares of our Class A common stock with a value equal to the applicable multiple set forth below multiplied by: (i) an employee’s annual base salary, (ii) an employee’s market median salary in an amount determined by us for the employee if the employee receives a nominal base salary or (iii) the non-employee director’s annual board compensation, excluding any lead director and committee cash retainers (described in greater detail in the section entitled “— Director Compensation —” below).


Title						Ownership Guideline

Chief Executive Officer						6x

Senior Vice President and Above						1x

Non-Employee Directors						1x

Employees and directors subject to the share ownership guidelines are expected to achieve the applicable level of ownership by the fifth anniversary of the effective date of the share ownership guidelines, or within five years of becoming subject to the share ownership guidelines.

Director Compensation

Effective as of May 10, 2021, the non-employee director compensation policy provides for an annual cash retainer of (i) $20,000 to any individual serving as our lead independent director or chair of the audit committee or compensation committee, (ii) $10,000 to any individual serving as the chair of the nominating and corporate governance committee, (iii) $10,000 to any member of the audit committee or compensation committee and (iv) $5,000 to any member of the nominating and corporate governance committee. These annual cash payments are made in equal quarterly installments in arrears and are pro-rated for any partial quarters.

Our non-employee director compensation policy further provides for an annual grant of restricted stock units relating to shares of our Class A common stock for our non-employee directors with an aggregate grant date value of $250,000. The grant will be made on the date of each annual meeting of our stockholders and will vest in full on the first anniversary of the grant date, subject to the director’s continued service through the vesting date.

In addition, our non-employee director compensation policy provides for an initial grant of restricted stock units relating to shares of our Class A common stock for our non-employee directors with an aggregate grant date value of $250,000 when an individual is elected or appointed to the board of directors for the first time, prorated for the portion of the year in which the individual serves on the board of directors. The initial grant of restricted stock units will vest on the same vesting date as applies to then-current annual grants, subject to the director’s continued service through the vesting date.

Upon a change in control, all outstanding restricted stock units held by each non-employee director will vest in full, subject to the director’s continued service until immediately prior to the change in control. Pursuant to our non-employee director compensation policy, we will reimburse each non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in board meetings and meetings of any committee of the board of directors. Our board of directors (or such committee) will have the sole discretion and authority to administer, interpret, amend and terminate our non-employee director compensation policy, and the decisions of our board of directors will be final and binding.

Director Compensation Table for 2022

The following table summarizes the total compensation paid to our non-employee directors in 2022.


Name	Fees Earned in Cash($)(1)	Stock Awards($)		Total ($)

Jonathan Klein	25,000	266,078	(2)	291,078

Liza Landsman	20,000	266,078	(2)	286,078

Michael Fleisher	25,000	266,078	(2)	291,078

Anton Levy	20,000	266,078	(2)	286,078

Andrew Braccia	10,000	266,078	(2)	276,078

Neela Montgomery	—	223,606	(3)	223,606

(1)The amounts in this column represent the annual cash retainer payments made to each individual in 2022.

(2)Amount shown represents the grant date fair value, calculated in accordance with FASB ASC Topic 718, of a grant of 12,451 restricted stock units relating to shares of our Class A common stock that was made on June 2, 2022 and will vest on June 2, 2023, subject to continued service through the vesting date. For a summary of the assumptions used in the valuation of these equity awards, please see Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

(3)Amount shown represents the grant date fair value, calculated in accordance with FASB ASC Topic 718, of a grant of 9,659 restricted stock units relating to shares of our Class A common stock that was made on August 3, 2022 and will vest on June 2, 2023, subject to continued service through the vesting date. For a summary of the assumptions used in the valuation of these equity awards, please see Note 18 to our

audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information about shares of our Class A common stock that may be issued upon the exercise of options and that may vest pursuant to awards of restricted stock units under all of our existing equity compensation plans as of December 31, 2022.


Plan Category	Number of Securities to be Issued Upon Exercise or Vesting of Outstanding Options, Restricted Stock Units, and Rights		Weighted Average Exercise Price of Outstanding Options, Restricted Stock Units and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders	12,405,868	(1)	$2.58	(2)	19,163,209	(3)
Equity compensation plan not approved by stockholders	—		—		—

________________________

(1)Consists of 6,916,603 outstanding restricted stock units under the 2021 Equity Incentive Plan, 4,307,240 outstanding restricted stock units under the 2017 Equity Incentive Plan, and 1,182,025 outstanding options under the 2008 Equity Incentive Plan, respectively. This includes 2,750,000 restricted stock units granted under the 2017 Equity Incentive Plan to Anthony Casalena which provides Mr. Casalena with the ability to earn up to 2,750,000 shares of our Class A common stock based on achieving maximum performance.

(2)Weighted average exercise price of outstanding options under the 2008 Equity Incentive Plan. The other outstanding awards do not have exercise prices and are accordingly excluded from this column.

(3)Consists of shares available for future grant under the 2021 Equity Incentive Plan. The number of shares available is increased on January 1 of each fiscal year beginning on January 1, 2022 by a number of shares of Class A common stock equal to 5% of the total number of shares of all classes of our common stock outstanding on December 31st of the immediately preceding calendar year.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Related Party Transactions

Other than compensation arrangements for our directors and named executive officers, which are described elsewhere in the “Executive Officer and Director Compensation” section of this proxy statement, there were no transactions since January 1, 2022 to which we were a party or will be a party, in which:

•the amounts involved exceeded or will exceed $120,000; and

•any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Voting and Support Agreement

On May 10, 2021, we entered into a voting and support agreement with our Founder and Chief Executive Officer, Anthony Casalena, certain entities affiliated with our Founder and certain entities affiliated with General Atlantic. Pursuant to the voting and support agreement, we agreed to include one director nominated by General Atlantic on the slate of nominees recommended by the board and use commercially reasonable best efforts to cause such nominee to be elected to the board prior to the third annual meeting following the effectiveness of the registration statement filed in connection with the Direct Listing. Our Founder and certain entities affiliated with our Founder are obligated to vote the shares of Class A common stock and Class B common stock held by our Founder and certain entities affiliated with our Founder for one director nominated by General Atlantic at a regular or special meeting of stockholders called for the purpose of the election or removal of directors of the board. The obligations of our Founder and certain entities affiliated with our Founder will terminate upon the earliest to occur of (i) such time that General Atlantic elects to terminate its rights, (ii) such time that General Atlantic ceases to own 9,772,914 shares of our common stock, (iii) immediately prior to the third annual meeting following the effectiveness of the registration statement filed in connection with the Direct Listing or (iv) immediately prior to the consummation of certain change of control transactions.

If the voting and support agreement has not otherwise terminated, to the fullest extent permitted by law, we will include one director nominated by General Atlantic on the slate of nominees recommended by the board commencing with the third annual meeting following the effectiveness of the registration statement filed in connection with the Direct Listing. If the director nominated by General Atlantic is not elected to serve on the board, the company will invite such nominee to attend all meetings of the board of directors in a nonvoting observer capacity. The obligations of the company will terminate upon the earliest to occur of (i) such time that General Atlantic elects to terminate its rights, (ii) such time that General Atlantic ceases to own 9,772,914 shares of common stock or (iii) immediately prior to the consummation of certain change of control transactions.

In accordance with the voting and support agreement, the board has recommended the re-election of Anton Levy to our board of directors. Mr. Levy, a current director, is the Co-President, Managing Director and Global Head of Technology at General Atlantic.

Registration Rights Agreement

On May 10, 2021, we entered into a registration rights agreement with certain holders of our capital stock, including certain of our directors and executive officers and beneficial owners of more than 5% of a class of our capital stock. Pursuant to the registration rights agreement, certain holders of our capital stock are entitled to rights with respect to the registration of their shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration rights agreement will terminate (i) five years following the effectiveness of the registration statement filed in connection with the Direct Listing or (ii) with respect to any particular stockholder, when such stockholder holds 2% or less of the company’s outstanding common stock and is able to sell all of its shares pursuant to Rule 144 of the Securities Act during any three month period. We will pay the registration expenses (other than underwriting discounts and commissions) of holders of our capital stock entitled to certain demand registration rights, “piggyback” registration rights and Form S-3 registration rights. In an underwritten offering, the underwriters have the right, subject to specified conditions, to limit the number of shares such holders may include.

Indemnification Agreements

In 2022, we entered into indemnification agreements with Nathan Gooden, our Chief Financial Officer, and Neela Montogmery, a member of our board of directors. Each indemnification agreement provides, among other things, for

indemnification to the fullest extent permitted by law against any and all expenses, judgments, fines, penalties and amounts paid in settlement (with our consent) of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for reimbursement of such advanced expenses to us if it is found that such indemnitee is not entitled to such indemnification under applicable law.

Our Policy Regarding Related Party Transactions

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interest (or the perception thereof). Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for companies having common stock that is listed on the NYSE. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, that meets the disclosure requirements set forth in Item 404 of Regulation S-K under the Securities Act (“Item 404”), in which we were or are to be a participant and in which a “related person,” as defined in Item 404, had, has or will have a direct or indirect material interest.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Director Nominees

Based on the recommendation of the Nominating and Corporate Governance Committee of our board of directors, our board of directors has nominated Andrew Braccia, Anthony Casalena, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery for election as directors to serve as directors until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Each of the nominees is a current member of our board of directors and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present board of directors. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on the board of directors. The board of directors may fill such vacancy at a later date or reduce the size of the board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Vote Required

The election of directors requires a plurality of the voting power of our capital stock present at the meeting in person or represented by proxy and entitled to vote thereon to be approved.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

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

We have appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2023, and we are asking you and other stockholders to ratify this appointment. During our fiscal year ended December 31, 2022, Ernst & Young LLP served as our independent registered public accounting firm.

The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate governance, the board of directors determined to submit to stockholders for ratification the appointment of Ernst & Young LLP. In the event that stockholders do not ratify the appointment of Ernst & Young LLP, we will review our future appointment of Ernst & Young LLP.

We expect that a representative of Ernst & Young LLP will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Audit Fees

The following table sets forth the fees billed by Ernst & Young LLP for audit, audit-related, tax and all other services rendered for 2022 and 2021:


Fee Category	2022	2021
Audit Fees(1)	$1,838,000	$3,277,000
Audit-Related Fees	—	—
Tax Fees(2)	$569,551	$451,217
Other Fees	—	—
Total Fees	$2,407,551	$3,722,000

________________________

(1)Audit fees consist of fees for professional services rendered for the audits of the company’s consolidated financial statements included in its Annual Reports on Form 10-K for fiscal years 2022 and 2021, and for the review of the company’s interim condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for fiscal years 2022 and 2021. Additionally, the audit fees in 2021 consists of services related to the company’s direct listing.

(2)Tax fees for the fiscal years 2022 and 2021 consist of fees related to tax compliance, transfer pricing, research and development and routine tax advisory services.

Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve all audit and non-audit services performed by Ernst & Young LLP to ensure that the provision of such services does not impair the public accounting firm’s independence. The Audit Committee pre-approved all of the services described above.

Vote Required

The ratification of the appointment of Ernst & Young LLP requires a majority of the voting power of our capital stock present at the meeting in person or represented by proxy and entitled to vote thereon.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

Report of the Audit Committee of the Board of Directors

This report is submitted by the Audit Committee of the board of directors. None of the members of the Audit Committee is an officer or employee of Squarespace, and the board of directors has determined that each member of the Audit Committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable NYSE rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. The board of directors has determined that each of Michael Fleisher, Liza Landsman and Neela Montgomery is an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee operates under a written charter adopted by the board of directors.

The Audit Committee’s general role is to assist the board of directors in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The Audit Committee has reviewed the company’s audited consolidated financial statements for 2022 and met with management, as well as with representatives of Ernst & Young LLP, the company’s independent registered public accounting firm, to discuss the audited consolidated financial statements. The Audit Committee also discussed with members of Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, the Audit Committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with members of Ernst & Young LLP its independence.

Based on these discussions, the financial statement review, and other matters it deemed relevant, the Audit Committee recommended to the board of directors that the company’s audited consolidated financial statements for 2022 be included in its Annual Report on Form 10-K for 2022.

Audit Committee

Michael Fleisher (Chairperson)

Liza Landsman

Neela Montgomery

TRANSACTION OF OTHER BUSINESS

The board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.

ADDITIONAL INFORMATION

Procedures for Submitting Stockholder Proposals

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials

Stockholders who would like to have a proposal considered for inclusion in the proxy materials for our 2024 annual meeting of stockholders must submit the proposal in writing to our Secretary at c/o Squarespace, Inc., 225 Varick Street, 12th Floor, New York, New York 10014, by no later than December 26, 2023, and otherwise comply with the SEC’s requirements for stockholder proposals.

Requirements for Stockholder Proposals to be Brought Before the 2024 Annual Meeting

Stockholders who would like to bring a proposal before our 2024 annual meeting of stockholders, or to nominate directors for election, in accordance with the advance notice provisions of our amended and restated bylaws, must give timely written notice to our Secretary. To be considered timely, the notice must be delivered to our principal executive office at least 120 days, but not more than 150 days before the one-year anniversary of the previous year’s annual meeting. That means that to be timely, a notice must be received no later than February 7, 2024 nor earlier than January 8, 2024 (assuming the meeting is held not more than 25 days before or after the one-year anniversary date). The notice must describe the stockholder proposal in reasonable detail and otherwise comply with the requirements set forth in our amended and restated bylaws. Our amended and restated bylaws may be found on our website at https://investors.squarespace.com/governance/governance-documents/.

Requirements for Stockholder Director Nominations to be Brought Before the 2024 Annual Meeting

In addition to satisfying the requirements under our amended and restated bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 7, 2024.

Information Requests

Our financial statements for our fiscal year ended December 31, 2022 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 the investor relations page on our website (https://investors.squarespace.com/home/) and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report, free of charge, by sending a written request to 225 Varick Street, 12th Floor, New York, New York 10014, Attention: Investor Relations or send us an email at investors@squarespace.com. 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.

SEC Form DEF 14A filed by Squarespace Inc.