Bumble Inc.
For the period ended Jun 5, 2025. Filed Apr 17, 2025.
View on SEC.govAbout this filing
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 5, 2025 · Filed Apr 17, 2025
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “Bumble,” and the “Company” refer to Bumble Inc. and its consolidated subsidiaries and (ii) “stockholders” refers to holders of our Class A common stock and Class B common stock unless the context requires otherwise.
Voting Agenda/Voting Matters
| Proposal · BoardRecommendation · PageReference | |||
|---|---|---|---|
| Proposal 1 | To elect the four Class I director nominees listed in theProxy Statement | For All Nominees | 23 |
| Proposal 2 | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 | For | 33 |
| Proposal 3 | Advisory (non-binding) vote to approve named executive officer compensation | For | 37 |
PROXY SUMMARY Board Directors and Nominees
| Whitney Wolfe Herd Founder and Chief Executive Officer Age: 35 Director Since: January 2020 Committee Membership: – None | Ann Mather Nominee for Re-election Chair of the Board Age: 65 Director Since: March 2020 Committee Membership: – Nominating and CorporateGovernance (Chair) |
| R. Lynn Atchison Age: 65 Director Since: October 2020 Committee Membership: – Audit and Risk (Chair) | Martin Brand Nominee for Re-election Age: 50 Director Since: August 2024 Committee Membership: – None |
| Matthew S. Bromberg Age: 58 Director Since: July 2020 Committee Membership: – None | Amy M. Griffin Age: 49 Director Since: February 2021 Committee Membership: – Nominating and CorporateGovernance |
| Sissie L. Hsiao Age: 46 Director Since: October 2023 Committee Membership: – None | Jonathan C. Korngold Nominee for Re-election Age: 51 Director Since: January 2020 Committee Membership: – Compensation |
| Elisa A. Steele Age: 58 Director Since: July 2020 Committee Membership: – Audit and Risk – Compensation (Chair) | Pamela A. Thomas-Graham Nominee for Re-election Age: 61 Director Since: August 2020 Committee Membership: – Audit and Risk – Compensation |
| 2 | 2025 Proxy Statement |
PROXY SUMMARY
Board and Leadership Highlights
| BOARD PRACTICES ● Classified board, with yearly election of each of three classes of directors ● Annual Board and Committee evaluations ● Independent directors meet in executive sessions without management present ● Directors limited to no more than five public company boards (including Bumble) ● Strong corporate governance guidelines and policies | OVERSIGHT OF RISK, ETHICS & CORPORATE RESPONSIBILITY ● Full Board responsible for risk oversight, with specific areas delegated to relevant Board committees ● Code of Conduct applicable to all directors, officers and employees, with certification and periodic compliance training ● Full Board oversight of corporate responsibility strategy and approval of Company’s long-term goals and commitments |
|---|
PROXY SUMMARY
NEOs and Compensation Highlights
EXECUTIVE COMPENSATION HIGHLIGHTS
Last year, we offered our stockholders an opportunity to cast advisory votes on the approval of the compensation of our named executive officers, and we were pleased that approximately 99.8% of the votes cast on the advisory “Say on Pay” proposal at last year’s meeting were voted in favor of our executive compensation program. The following discussion summarizes the significant elements of our executive pay program for fiscal year 2024. For additional information on 2024 executive compensation, please refer to the Compensation Discussion and Analysis, beginning on page 39.
Compensation Elements
The compensation of our named executive officers includes three main components: (i) base salary; (ii) short-term incentives (“STI”), consisting of an annual cash bonus based on four performance metrics (revenue, adjusted EBITDA margin, total paying users and individual performance); and (iii) long-term equity incentives, consisting of stock options and restricted stock units (“RSUs”).
Compensation Philosophy, Policies and Practices
It is Bumble’s philosophy that compensation should be performance-focused, market-competitive, simple, transparent and aligned to our values. In setting executive compensation, the Compensation Committee considers the pay programs of a peer group of 18 similarly-sized companies in the consumer technology and software industries. Our pay policies and practices reflect Bumble’s compensation philosophy.
| What We Do | What We Don’t Do |
|---|---|
| ✓ Link executive pay to Company performance through our annual and long-term incentive plans | x No single-trigger change-in-control provisions (except for a legacy provision for our CEO) |
| ✓ Balance short- and long-term incentives, cash and equity, and fixed and variable pay | x No guaranteed annual increases or incentive payouts |
| ✓ Compare executive compensation and Company performance to relevant peer group companies | x No repricing of underwater stock options without shareholder approval |
| ✓ Have thresholds and maximums in our short-term incentive plan | x No tax gross-ups |
| ✓ Provide only limited perquisites | x No dividends paid on unvested awards |
| ✓ All long-term awards for executives are denominated and settled in equity | x No aspect of the pay policies or practices pose a material adverse risk to the Company |
| ✓ Robust stockholder engagement | x No compensation or incentives that encourage unnecessary or excessive risk taking |
| ✓ An annual assessment by the Compensation Committee of potential risks in our executive compensation programs | x Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited |
| ✓ Maintain incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act and Dodd-Frank | |
| ✓ Retention of an independent compensation consultant | |
| ✓ Appoint a Compensation Committee comprised solely of independent directors | |
| 4 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.