NEIGHBORHOOD INTELLIGENCE, INC.

In designing the 2025 executive compensation program, the Compensation Committee and the Board implemented updated annual and long-term incentive programs to tie a substantial portion of the compensation of our executive officers with the achievement of key Company performance metrics and the creation of long-term stockholder value.

2025 Proxy Statement | 57

Compensation Discussion and Analysis

each metric. These corporate performance goals were set at challenging levels such that the attainment of target annual cash incentive award opportunities tied to corporate performance was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Compensation Committee believes that each of these goals is strongly aligned with the creation of stockholder value.

Adjusted EBITDA, Adjusted Gross Margin and Contribution Margin are non-GAAP measures. For a description of how each of these measures is calculated from the nearest GAAP counterpart, please see below.

Performance achievement that falls between the threshold and target goals, and between the target and maximum goals, is subject to linear interpolation.

The table below illustrates the performance metrics, goals and payout ranges for the Performance Shares:

If a performance metric is not achieved within the applicable time frame specified above, the portion of the award tied to such metric will be forfeited. Any earned performance shares are subject to service-based vesting and will vest on each of the first, second, and third anniversaries of the grant date, subject to continued service through the vesting date.

Adjusted EBITDA (“Adjusted EBITDA”) is a non-GAAP measure that is calculated as net income (net loss) before depreciation and amortization, stock-based compensation expense, interest and other income (expense), provision (benefit) for income taxes, and special items. Furthermore, for purposes of the 2025 performance shares, cash bonus and “CEO Wallet” expenses will be excluded.

Adjusted gross margin (“Adjusted Gross Margin”) is a non-GAAP measure calculated as the percentage of revenue kept after subtracting cost of goods sold, which includes product costs, advertising revenue and our marketing allowance program; and operational and fulfillment costs which include costs incurred to operate and staff our warehouses, including rent and depreciation expense associated with these facilities, costs to receive, inspect, pick, and prepare customer order for delivery, and direct and indirect labor costs including payroll, payroll-related benefits, and stock-based compensation.

58 | 2025 Proxy Statement

Compensation Discussion and Analysis

Contribution margin (“Contribution Margin”) is a non-GAAP measure calculated as the percentage of gross merchandise sales kept after subtracting identified variable cost.