Skillz Inc.
For the period ended Jun 18, 2026. Filed May 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2026 · Filed May 1, 2026
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Contents
Director Compensation Program
The Skillz non-employee director compensation program is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Skillz stock to further align their interests with those of our stockholders.
In 2025, following a review of market data and in light of the Company’s business environment, the Board approved the following adjustments to the non-employee director compensation program to better align pay levels with the market median while managing overall compensation costs.
| • | An annual cash retainer of $40,000 (from $45,000 in 2024); |
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| • | An annual cash retainer of $25,000 for the chair of the Audit Committee, of $15,000 (from $25,000 in 2024) for the chair of the Compensation Committee and $10,000 for the chair of the Nominating Committee; |
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| • | An annual cash retainer of $10,000 (from $12,500 in 2024) for members of the Audit Committee, $7,500 (from $12,500 in 2024) for members of the Compensation Committee and $5,000 for members of the Nominating Committee; |
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| • | An initial grant of restricted stock units (“RSUs”) under the Skillz Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”) upon each director’s election to office; the RSUs have a target value of $250,000 (from $400,000 in 2024) with the number of RSUs being determined using the volume weighted average price (“VWAP”) on the NYSE of a share of Class A Common Stock over the fifteen (15) trading day period preceding the grant date and vest ratably on an annual basis over four years; |
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| • | An annual grant of RSUs under the Omnibus Plan with a target grant value of $170,000 (from $200,000 in 2024), with the number of RSUs being determined using a fifteen (15) trading day VWAP preceding the grant date for each director who has completed at least six months’ service, which vests after one year; the Company may pay such grant in cash in lieu of equity. |
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| • | Meeting fees of $5,000 per meeting (from $10,000 per meeting in 2024) for participation on the Special Task Force, Special Transactions Committee, Special Litigation Committee, and/or Special Compensation Committee; and |
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| • | An additional annual cash retainer of $25,000 for serving as our non-executive chair and $15,000 for serving as our lead director, in each case, if applicable. |
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Annual equity awards have recently been delivered in cash in lieu of equity due to stock price volatility. Cash compensation is prorated for partial years of service, and non-employee directors who are employees of, or affiliated with, the Company do not receive compensation under this program for their service on the Board.
Director Compensation Consultant: The Compensation Committee retains Pearl Meyer, a national compensation consulting firm, to assess trends and developments in director compensation practices and to compare the Company’s practices against them. The Compensation Committee uses the analysis prepared by the consultant as part of its periodic review of Skillz’s director compensation practices. Other than the foregoing consulting services and the services provided to the Compensation Committee with respect to Executive Compensation (as set forth under the heading “Executive Compensation; How Compensation Decisions Are Made; Role of Compensation Consultants” below), Pearl Meyer did not provide any other material services to the Company in 2025.
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