SEC Form DEF 14A filed by Yelp Inc.

4/24/25 8:12:46 PM ET

$YELP

Other Consumer Services

Consumer Discretionary

Get the next $YELP alert in real time by email

yelp-20250424

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

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

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

YELP 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 all boxes that apply)

ý No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LETTER TO OUR SHAREHOLDERS

Dear Fellow Yelp Shareholders,

In 2024, Yelp delivered record net revenue and strong profitability. Continued strength in Services categories drove our business performance, while Restaurants, Retail & Other (“RR&O”) categories faced a challenging operating environment. I am proud of the Yelp team’s elevated pace of product innovation and their continued commitment to connecting people with great local businesses.

Initiatives to Drive Long-term, Profitable Growth. By further differentiating our product experience, Services revenue achieved double-digit year-over-year growth in each of the last 15 consecutive quarters and reached 65% of advertising revenue in 2024. We also improved sales efficiency and delivered more clicks to our advertisers in 2024 than in the prior year. As a result, we delivered a record $1.41 billion of net revenue with $133 million of net income and $358 million of adjusted EBITDA.1 Earnings per share increased by 40% year over year to $1.88 on a diluted basis.

Trusted Content. Yelp’s high-quality, trusted content has made it a leading resource for consumers to discover great local businesses. In 2024, we rolled out a number of new features and updates to enhance the consumer experience and drive engagement with our review content, including artificial intelligence (“AI”)-powered Review Insights. These improvements contributed to a 7% year-over-year increase in cumulative reviews. We also detailed the significant measures we take to maintain the integrity and quality of our content in our fifth annual Trust & Safety Report.2

Product Velocity. Investments in AI technologies and our product-led strategy, including more than 80 new features and updates in 2024, have helped maintain Yelp’s position as a leading platform for consumers to discover and connect with great local businesses. Our elevated pace of product innovation enabled us to drive growth while holding headcount flat approximately flat year over year in 2024, excluding the recently integrated team from RepairPal, Inc. (“RepairPal”).

Strong Governance. We continued to enhance our corporate governance practices and disclosures in 2024. To further diversify and refresh the collective expertise of our Board of Directors (the “Board”), we appointed technology executive Dan Jedda to our Board. We also updated our Corporate Governance Guidelines to ensure equitable determination of director candidate eligibility.

Prudent Capital Allocation. In 2024, we acquired auto services platform RepairPal for approximately $80 million in cash, demonstrating our ability to use balance sheet capital in support of our business strategy. We also repurchased $251 million worth of shares, bringing our cumulative repurchases to more than $1.6 billion as of December 31, 2024. We have continued repurchasing shares in 2025 and plan to continue to do so, subject to market and economic conditions.

Lastly, Chris Terrill, a valued member of our Board for the last three years, decided not to stand for re-election this year. On behalf of the Board, I would like to thank Chris for his thoughtful guidance, industry insight and dedication to Yelp. We are grateful for his many contributions and wish him well in all future endeavors.

On behalf of our Board and management team, we cordially invite you to attend the 2025 Annual Meeting of Stockholders, which will be conducted by live audio webcast on June 13, 2025 at 9:00 a.m. (Pacific time). Details

1 Adjusted EBITDA is not calculated under accounting principles generally accepted in the United States (“GAAP”). For information on how we define and calculate adjusted EBITDA, and a reconciliation of this non-GAAP financial measure to net income, see Appendix A.

2 Available at trust.yelp.com. Content available at websites and in documents referenced in this letter are not incorporated herein and are not part of this Proxy Statement.

on how to join the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

We look forward to your participation and, as always, we sincerely appreciate your continued support and interest in Yelp.

Sincerely,

Diane Irvine

Chair, Board of Directors

Yelp Inc.

YELP INC.

350 Mission Street, 10th Floor

San Francisco, California 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 13, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of YELP INC., a Delaware corporation (the “Company”). The Annual Meeting will be held on Friday, June 13, 2025 at 9:00 a.m. (Pacific time).

As in past years, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/YELP2025.

At the Annual Meeting, stockholders will vote on the following matters:

1.To elect the eight nominees for director named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2026 Annual Meeting of Stockholders.

2.To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025.

3.To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

4.To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

5.To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is April 15, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or at any adjournment thereof.

A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day prior to the meeting at our headquarters at 350 Mission Street, 10th Floor, San Francisco, California 94105. If you would like to view the list, please contact us to schedule an appointment by calling (415) 908-3801 or emailing [email protected].

We look forward to your attendance at our Annual Meeting.

By Order of the Board of Directors

Aaron Schur

Corporate Secretary

San Francisco, California

April 25, 2025


You are cordially invited to attend and participate in the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote your shares if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you may need to obtain a legal proxy issued in your name from that record holder. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on June 13, 2025 via a live audio webcast at www.virtualshareholdermeeting.com/YELP2025 at 9:00 a.m. Pacific time.

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

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


			Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii
PROXY STATEMENT SUMMARY			1
ABOUT THE ANNUAL MEETING			6
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
Board of Directors			9
Summary of Director Experience and Qualifications			10
Biographies of Our Board Members			11
Independence of the Board			15
Board Leadership Structure			15
Board Meetings and Committees			16
Oversight Roles of the Board			20
Oversight of Strategy			20
Oversight of Risk			20
Oversight of Management			21
O versight of AI			22
Oversight of ESG			23
Corporate Governance			24
Board and Committee Performance Evaluations			25
Board Composition			25
Proxy Access			27
Stockholder Engagement			27
Director Compensation			30
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			34
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			37


			Page
PROPOSAL NO. 4 — ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION			39
EXECUTIVE OFFICERS			40
EXECUTIVE COMPENSATION			42
Compensation Discussion and Analysis			42
Compensation Committee Report			63
Compensation Risk Assessment			64
Summary Compensation Table			65
Compensation Plans and Arrangements			67
Grants of Plan-Based Awards			71
Outstanding Equity Awards at Fiscal Year End			73
Option Exercises and Stock Vested			76
Potential Payments Upon Termination or Change in Control			77
CEO Pay Ratio Disclosure			79
Pay versus Performance			81
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			86
DELINQUENT SECTION 16(A) REPORTS			89
EQUITY COMPENSATION PLAN INFORMATION			90
TRANSACTIONS WITH RELATED PERSONS			91
Related -Person Transactions Policy and Procedures			91
Certain Related -Person Transactions			91
PROCEDURAL MATTERS			93
OTHER MATTERS			100
APPENDIX A			A-1
FORM OF PROXY CARD


			Fred D. Anderson, Jr. INDEPENDENT
			Director Since:			February 2011
			Committees:			Audit
						Compensation (Chair)


			Christine Barone INDEPENDENT
			Director Since:			March 2020
			Committees:			Audit


			Robert Gibbs INDEPENDENT
			Director Since:			May 2012
			Committees:			Audit
						Nominating & Corporate Governance (Chair)


			Diane Irvine INDEPENDENT CHAIR
			Director Since:			November 2011
			Committees:			Audit (Chair)
						Nominating & Corporate Governance


			Dan Jedda INDEPENDENT
			Director Since:			March 2024
			Committees:			Compensation


			Sharon Rothstein INDEPENDENT
			Director Since:			March 2019
			Committees:			Compensation
						Nominating & Corporate Governance


			Tony Wells INDEPENDENT
			Director Since:			October 2020
			Committees:			Compensation


ü			Maintain an independent Chairperson separate from our Chief Executive Officer
ü			100% independent committee members
ü			Majority voting with director resignation policy in uncontested elections
ü			Strong stockholder engagement practice
ü			Track record of effective Board refreshment (with three of our independent director nominees having joined since 2020)
ü			All directors elected annually


ü			Proxy access for stockholders
ü			No short sales, hedging, pledging, margin purchases or other inherently speculative transactions in our equity securities by directors or executive officers
ü			Annual say-on-pay vote
ü			Updated stock ownership guidelines for directors and executive officers
ü			Maintain clawback policy on incentive-based cash and equity compensation for executive officers


☑			What We Do

ü			Maintain a completely independent Compensation Committee
ü			Retain an independent compensation consultant
ü			Structure a substantial majority of total compensation as long-term equity awards
ü			Set annual and long-term incentive targets based on clearly disclosed, objective performance measures
ü			Grant performance-based long-term equity awards that constitute a meaningful portion of equity compensation
ü			Employ our executive officers at will
ü			Provide reasonable change in control and severance benefits that do not exceed the executive officer’s annual cash compensation (i.e., base salary + cash incentive amount, if any) at the time of termination
ü			Maintain stock ownership guidelines for executive officers and directors
ü			Subject incentive-based cash and equity compensation to a Clawback Policy
ü			Engage with our stockholders and make changes to our executive compensation program when appropriate


			Jeremy Stoppelman, CEO
			Director Since:			September 2005


☒			What We Do Not Do

û			No guaranteed salary increases, guaranteed cash incentives or guaranteed equity compensation
û			No strict benchmarking of compensation
û			No “single-trigger” change in control cash payments or guaranteed equity acceleration
û			No excise tax “gross-ups” for change in control or termination benefits
û			No excessive perquisites or personal benefits
û			No pension arrangements, defined benefit retirement programs or non-qualified deferred compensation plans
û			No hedging, pledging or other inherently speculative transactions in our equity securities
û			No stock option exchanges or repricings without stockholder approval


Base Salary •Only element of total direct compensation not at risk			CHIEF EXECUTIVE OFFICER Target total direct compensation 93% At-Risk AVERAGE OF OTHER NAMED EXECUTIVE OFFICERS Target total direct compensation 87% At-Risk
Annual Cash Incentive •Based on pre-set corporate performance goals to ensure continued focus on short-term Company performance •Target amount set at 50% of base salary for all named executive officers •Payout at 0%-200% of target
Performance-Vesting Restricted Stock Units •Comprised 50% of the target total value of each named executive officer’s 2024 equity compensation opportunity •50% vest based on the relative performance of our total stockholder return over a three-year period ◦Combine a longer-term performance period and relative performance metric ◦Require above-median performance for target payout ◦Cap payouts at target if our absolute total stockholder return is negative •50% vest based on annual net revenue and adjusted EBITDA performance goals for 2024, which are key annual financial metrics aligned with our long-term strategy ◦Four-year vesting schedule for shares that become eligible to vest based on achievement level •Payout at 0%-200% of target
Restricted Stock Units •Remaining 50% of the target total value of each named executive officer’s equity compensation opportunity •Vest quarterly over four years



		Fred D. Anderson, Jr.
		Director Since:	February 2011
		Committees:	Audit
			Compensation (Chair)
Fred D. Anderson, Jr. serves as Managing Director of NextEquity Partners, a firm he co-founded in July 2015, making venture capital investments in technology and digital media companies. Mr. Anderson previously served as Managing Director of Elevation Partners, a private equity investment fund he co-founded, from July 2004 to December 2021, when the fund was fully realized and liquidated. From March 1996 to June 2004, he served as Executive Vice President and Chief Financial Officer of Apple Inc., one of the world’s largest consumer electronics companies. Prior to joining Apple, Mr. Anderson was Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc., an electronic transaction processing firm, from August 1992 to March 1996. Mr. Anderson currently serves on the board of trustees of Whittier College. Mr. Anderson holds a B.A. from Whittier College and an M.B.A. from the University of California, Los Angeles.
Qualifications
ü	Extensive financial expertise from CFO positions at large, global companies
ü	Significant board and senior management experience at large, innovative technology companies
ü	Deep experience in analyzing and executing sophisticated corporate transactions
Other Public Company Board Service
+	eBay Inc. (July 2003 – June 2020)
+	Move, Inc. (November 2006 – March 2012)
+	Palm, Inc. (October 2007 – July 2010)
+	Apple Inc. (June 2004 – September 2006)


We are holding the Annual Meeting online and providing Internet voting to provide expanded access and to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your voting instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.



		Christine Barone
		Director Since:	March 2020
		Committees:	Audit

Christine Barone has served as Chief Executive Officer of Dutch Bros Coffee, a drive-through coffee chain, since January 2024 and as President since February 2023. She previously served as Chief Executive Officer of True Food Kitchen, a health-driven and lifestyle brand, from August 2016 to February 2023. From February 2011 to August 2016, Ms. Barone served in various roles at Starbucks Corporation, a premier roaster, marketer and retailer of specialty coffees, most recently as Senior Vice President of Food, Evenings and Licensed Stores. Prior to joining Starbucks, Ms. Barone was a Principal at Bain & Company from September 2000 to February 2011. Ms. Barone holds a A.B. in Applied Mathematics from Harvard College and an M.B.A. from Harvard Business School.
Qualifications
ü	Extensive leadership experience in key restaurant category
ü	Experience as a senior executive of major public companies
Other Public Company Board Service
+	Dutch Bros Coffee (since January 2024)



		Robert Gibbs
		Director Since:	May 2012
		Committees:	Audit
			Nominating & Corporate Governance (Chair)
Robert Gibbs has served as Chief Communications and Public Affairs Officer at Warner Bros. Discovery, a global media and entertainment company, and senior advisor at Bully Pulpit International, a communications agency, since July 2024. Mr. Gibbs formerly served as Partner at Bully Pulpit International from March 2020 to July 2024. He is also a contributor on NBC and MSNBC television channels. He previously served as Executive Vice President, Global Chief Communications Officer of McDonald’s Corporation, a global food service retailer, from June 2015 to October 2019. Prior to joining McDonald’s, Mr. Gibbs was a Partner at The Incite Agency, a strategic communications firm he co-founded, from June 2013 to June 2015 and a contributor to cable news channel MSNBC from February 2013 to June 2015. Mr. Gibbs previously served as a senior campaign advisor to President Barack Obama for the 2012 presidential election from January 2012 to November 2012. From January 2009 to February 2011, he served as the 28th White House Press Secretary. Prior to January 2009, Mr. Gibbs was the Communications Director for then-U.S. Senator Obama and his 2008 presidential campaign. He was also the Press Secretary for then-U.S. Senator John Kerry’s 2004 presidential campaign and previously specialized in Senate campaigns, serving as Communications Director for the Democratic Senatorial Campaign Committee and for four individual Senate campaigns, including those of Mr. Obama in 2004 and U.S. Senator Fritz Hollings in 1998. Mr. Gibbs holds a B.A. in Political Science from North Carolina State University.
Qualifications
ü	Extensive media, communications and public policy experience
ü	Leadership experience in key restaurant category



		Diane Irvine, Chairperson
		Director Since:	November 2011
		Committees:	Audit (Chair)
			Nominating & Corporate Governance
Diane Irvine has served as Chairperson of the Board since September 2015. She previously served as Chief Executive Officer of Blue Nile, Inc., an online retailer of diamonds and fine jewelry, from February 2008 to November 2011, and as President from February 2007 to November 2011. She also served as Chief Financial Officer of Blue Nile from December 1999 to September 2007. From February 1994 to May 1999, Ms. Irvine served as Vice President and Chief Financial Officer of Plum Creek Timber Company, Inc., a timberland management and wood products company. From September 1981 to February 1994, Ms. Irvine served in various capacities, most recently as Partner, with Coopers & Lybrand LLP, an accounting firm. Ms. Irvine holds a B.S. in Accounting from Illinois State University and an M.S. in Taxation and a Doctor of Humane Letters from Golden Gate University.
Qualifications
ü	Extensive financial expertise
ü	Significant public company board and senior management experience
Other Public Company Board Service
+	Funko, Inc. (since August 2017)
+	Farfetch Limited (August 2020 – December 2023)
+	Casper Sleep Inc. (July 2019 – January 2022)
+	XO Group Inc. (November 2014 – December 2018)
+	Rightside Group, Ltd. (August 2014 – July 2017)
+	CafePress Inc. (May 2012 – May 2015)
+	Blue Nile, Inc. (May 2001 – November 2011)
Other Board Service
+	D.A. Davidson Companies (since January 2018)



		Dan Jedda
		Director Since:	March 2024
		Committees:	Compensation

Dan Jedda has served as Chief Financial Officer of Roku, Inc., a leading television streaming platform, since May 2023. From December 2020 to April 2023, he served as Chief Financial Officer at Stitch Fix, Inc., an online personal styling service. Prior to Stitch Fix, Mr. Jedda worked at Amazon.com, Inc. from June 2005 to December 2020, most recently as Vice President and Chief Financial Officer for Digital Video (including Amazon Studios), Digital Music, Advertising and Corporate Development organizations. Mr. Jedda holds a B.S. in Accounting and Finance from the University of St. Thomas and an M.B.A. from the University of Minnesota.
Qualifications
ü	High-growth technology experience, including over 15 years at Amazon.com
ü	Extensive financial expertise
ü	Experience as a senior executive at large public companies



		Sharon Rothstein
		Director Since:	March 2019
		Committees:	Compensation
			Nominating & Corporate Governance
Sharon Rothstein has served as an Operating Partner at Stripes Group, a growth equity firm, since October 2018. Prior to joining Stripes Group, she served as Executive Vice President, Global Chief Marketing Officer of Starbucks Corporation from April 2013 to February 2018. From May 2009 to March 2013, Ms. Rothstein served as Senior Vice President of Marketing at Sephora, a specialty beauty retailer. Prior to joining Sephora, Ms. Rothstein held senior marketing and brand management positions with Godiva Chocolatier, Starwood Hotels and Resorts, Nabisco Biscuit Company and Procter & Gamble. Ms. Rothstein holds a Bachelor of Commerce from the University of British Columbia and an M.B.A. from the University of California, Los Angeles.
Qualifications
ü	Significant marketing expertise from positions at iconic consumer-facing companies
ü	Leadership experience in key restaurant and hospitality categories
Other Public Company Board Service
+	InterContinental Hotels Group PLC (since June 2020)
+	Block, Inc. (January 2022 – June 2024)
+	Afterpay Limited (from June 2020 until its acquisition by Block, Inc. in January 2022)



		Tony Wells
		Director Since:	October 2020
		Committees:	Compensation

Tony Wells has served as Venture Partner at AZ-VC, Arizona’s largest venture capital fund, since April 2024. Mr. Wells previously served as Chief Media Officer of Verizon Communications Inc., one of the world’s leading providers of technology, communications, information and entertainment products, from September 2021 to March 2023. From July 2020 to September 2021, he served as Chief Brand Officer of USAA, a family of companies that provides insurance, banking and other services to current and former members of the U.S. military and their families. Mr. Wells also served in several other senior marketing roles at USAA from November 2017 to July 2020, including as lead of USAA’s marketing research, analytics and member intelligence function. Prior to joining USAA, Mr. Wells served as Senior Vice President, Chief Marketing Officer for North America for Schneider Electric SA, an energy management and automation company, from October 2014 to November 2017. Mr. Wells also served in the chief marketing officer role at ADT Security Services and 24 Hour Fitness USA, Inc. His career has also spanned the automotive, home, financial services and retail industries at companies including Visa USA, Interpublic Group of Companies, SFX Sports Group, The Mills Corporation and Nissan North America. Mr. Wells served as an infantry officer in the U.S. Marine Corps, and holds a B.S. from the United States Naval Academy and a Certificate in Business Administration from The Johns Hopkins University Carey Business School.
Qualifications
ü	Extensive marketing, operations, data analytics and strategy experience
ü	Leadership experience in multiple major business categories, including our key home services category
Other Public Company Board Service
+	Nexstar Media Group, Inc. (since July 2023)



	Audit	Compensation	Nominating
Fred D. Anderson, Jr.	l	µ
Christine Barone	l
Robert Gibbs	l		µ
George Hu(1)		l
Diane Irvine	µ		l
Dan Jedda		l
Sharon Rothstein		l	l
Chris Terrill			l
Tony Wells		l
Total meetings in 2024	9	5	5



Board/Committee			Areas of ESG-related Oversight
Full Board of Directors			•Corporate culture, talent planning and other human capital management matters •Advocacy on matters of public policy such as regulation of the technology industry and antitrust policy •Approach to trust and safety

Audit Committee			•Ethics and compliance programs •Capital allocation

Compensation Committee			•Employee compensation and benefit programs, well-being and engagement

Nominating Committee			•Board composition, including diversity of experience and viewpoints •Monitoring of significant ESG trends •ESG reporting •Investor feedback on ESG matters


ü			Approximately 89% of current directors, and approximately 88% of our current nominees for director, are independent
ü			Maintain an independent Chairperson separate from our Chief Executive Officer
ü			100% independent committee members
ü			Majority voting with director resignation policy in uncontested elections
ü			Strong stockholder engagement practice
ü			Track record of effective Board refreshment (with three of our independent director nominees having joined since 2020)
ü			All directors elected annually
ü			Proxy access for stockholders
ü			Regular executive sessions of independent directors
ü			Robust Code of Conduct and Corporate Governance Guidelines
ü			Periodic reviews of committee charters, Code of Conduct and Corporate Governance Guidelines

SEC Form DEF 14A filed by Yelp Inc.

Chat with this insight

Recent Analyst Ratings for $YELP

$YELP Press Releases

Fastest customizable press release news feed in the world

Yelp Introduces New AI-powered Features to Streamline Hiring Service Pros and Enhance the Dining Experience

Yelp Announces Date of First Quarter 2025 Financial Results

Yelp to Participate in the Morgan Stanley Technology, Media & Telecom Conference

$YELP Large Ownership Changes

This live feed shows all institutional transactions in real time.

$YELP SEC Filings

$YELP Leadership Updates

Live Leadership Updates

$YELP Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

$YELP Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

SEC Form SC 13G/A filed by Yelp Inc. (Amendment)

SEC Form SC 13G/A filed by Yelp Inc. (Amendment)

SEC Form SC 13G/A filed by Yelp Inc. (Amendment)

SEC Form DEF 14A filed by Yelp Inc.

SEC Form DEFA14A filed by Yelp Inc.

Yelp Inc. filed SEC Form 8-K: Leadership Update

Yelp Appoints Dan Jedda to its Board of Directors as George Hu Steps Down

Nexstar Media Group Appoints Tony Wells to Board of Directors

Yelp Appoints Home Services Leader Chris Terrill to its Board of Directors

Yelp downgraded by Goldman with a new price target

BofA Securities initiated coverage on Yelp with a new price target

Wolfe Research initiated coverage on Yelp

Chief Product Officer Saldanha Craig sold $34,450 worth of shares (1,000 units at $34.45), decreasing direct ownership by 0.45% to 222,512 units (SEC Form 4)

Chief Financial Officer Schwarzbach David A sold $343,137 worth of shares (10,000 units at $34.31), decreasing direct ownership by 4% to 239,112 units (SEC Form 4)

Chief Operating Officer Nachman Joseph R sold $236,352 worth of shares (7,000 units at $33.76), decreasing direct ownership by 2% to 280,595 units (SEC Form 4)

$YELP Financials

Live finance-specific insights

Yelp Announces Date of First Quarter 2025 Financial Results

Yelp Announces Date of Fourth Quarter and Full Year 2024 Financial Results

Yelp Announces Date of Third Quarter 2024 Financial Results

Recent Analyst Ratings for
$YELP

$YELP
Press Releases

$YELP
Large Ownership Changes

$YELP
SEC Filings

$YELP
Leadership Updates

$YELP
Analyst Ratings

$YELP
Insider Trading

$YELP
Financials


ü			No short sales, hedging, pledging, margin purchases or other inherently speculative transactions in our equity securities by directors or executive officers
ü			Annual say-on-pay vote
ü			Succession planning process, including annual review of succession plans
ü			Annual review of the Chief Executive Officer’s performance
ü			Updated stock ownership guidelines for directors and executive officers
ü			Maintain Clawback Policy on incentive-based cash and equity compensation for current and former executive officers
ü			Comprehensive risk oversight by full Board and committees
ü			Annual Board and committee self-evaluations, including individual director evaluations
ü			Director participation in orientation and continuing education



Board Committee	Chairperson Fee		Member Fee
Audit Committee	$	20,000	$	9,000
Compensation Committee	$	10,000	$	5,000
Nominating Committee	$	7,500	$	2,600



Name	Fees Earned or Paid in Cash ($)	Stock Awards (4)(5) ($)	Total ($)
Fred D. Anderson, Jr.	—(1)	264,043(6)	264,043
Christine Barone	49,000	205,024(7)	254,024
Robert Gibbs	—(1)	261,529(8)	261,529
George Hu	11,250(2)	—	11,250
Diane Irvine	—(1)	312,631(9)	312,631
Dan Jedda	33,750(3)	530,059(10)	563,809
Sharon Rothstein	47,600	205,024(7)	252,624
Chris Terrill	42,600	205,024(7)	247,624
Tony Wells	45,000	205,024(7)	250,024



Name	Unvested RSUs	Outstanding Stock Options
Fred D. Anderson, Jr.	8,672	30,000
Christine Barone	8,278	24,600
Robert Gibbs	8,655	40,000
Diane Irvine	8,995	40,000
Dan Jedda	14,368	—
Sharon Rothstein	8,278	29,950



	Year Ended December 31,
	2024		2023
	(in thousands)
Audit Fees(1)	$	2,900	$	2,561
Audit-Related Fees	$	—	$	—
Tax Fees(2)	$	148	$	140
All Other Fees(3)	$	4	$	4
Total Fees	$	3,052	$	2,705



Name	Age	Position Held With the Company
Jeremy Stoppelman	47	Co-Founder and Chief Executive Officer
David Schwarzbach	56	Chief Financial Officer
Sam Eaton	52	Chief Technology Officer
Joseph R. (“Jed”) Nachman	52	Chief Operating Officer
Carmen Amara	50	Chief People Officer
Craig Saldanha	47	Chief Product Officer



						David Schwarzbach has served as our Chief Financial Officer since February 2020. Mr. Schwarzbach previously served as Chief Financial Officer of Optimizely, Inc., a private company that provides A/B testing tools and personalization capabilities for websites, mobile apps and connected devices, from October 2015 to January 2020. He also served as Chief Operating Officer of Optimizely from February 2017 to January 2020. From June 2011 to September 2015, Mr. Schwarzbach held several senior finance positions at eBay Inc., an Internet marketplace company, most recently as Vice President and Chief Financial Officer of eBay’s multibillion-dollar North American Marketplaces business. Mr. Schwarzbach holds a B.S. in Plant Science from the University of California, Davis and an M.P.A. in Economics and Public Policy from Princeton University.



						Sam Eaton has served as our Chief Technology Officer since January 2021. Mr. Eaton previously served as Senior Vice President, Engineering from September 2018 to December 2020 and Vice President, Operations and Infrastructure from April 2016 to September 2018, where he was responsible for scaling and innovating our technical infrastructure and backend systems. Mr. Eaton joined Yelp in April 2013 as Director of Engineering to run the site reliability engineering team. Prior to Yelp, Mr. Eaton spent seven years as Director of Web Technology for Future Publishing, a major U.K. media company. Mr. Eaton holds a B.A. in Computing and Artificial Intelligence from the University of Sussex.



						Jed Nachman has served as our Chief Operating Officer since August 2016 and previously served as our Chief Revenue Officer from January 2016 to August 2016, Senior Vice President of Revenue from September 2011 to January 2016 and Vice President of Sales from January 2007 to September 2011. Prior to joining us, Mr. Nachman held several senior sales roles at Yahoo! from January 2002 to January 2007, most recently as Director of Corporate Sales for the Western Region for Yahoo! HotJobs, an online job search company. Prior to Yahoo!, Mr. Nachman served as sales manager at HotJobs from June 1999 to 2002, when it was acquired by Yahoo!. Prior to HotJobs, Mr. Nachman was an associate at Robertson Stephens from 1996 to 1998. Mr. Nachman holds a B.A. in Economics from the University of Colorado at Boulder.



						Carmen Amara has served as our Chief People Officer since January 2022. Prior to joining us, Ms. Amara held several senior human resources roles at eBay Inc., most recently serving as Vice President of Global People Operations & Development from February 2021 to January 2022. Prior to that role, she served as Vice President of People from March 2018 to February 2021 and Senior Director, Human Resources Business Partner – Global Customer Experience from November 2014 to February 2018. Prior to eBay, Ms. Amara served in various roles at The Home Depot from June 2002 to May 2012, including Human Resources Director from 2010 to May 2012. Ms. Amara holds a B.A. in Spanish and International Studies from Colby College and an M.B.A. in International Business from Bentley University, and is certified in Executive Coaching through Columbia University.