Bumble Inc.
For the period ended Jun 4, 2026. Filed Apr 17, 2026.
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 4, 2026 · Filed Apr 17, 2026
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 three Class II director nominees listed in the Proxy Statement | For AllNominees | 23 |
| Proposal 2 | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 | For | 32 |
| Proposal 3 | Advisory (non-binding) vote to approve named executive officer compensation | For | 36 |
2
Board Directors and Nominees
| Whitney Wolfe HerdFounder and Chief Executive OfficerAge: 36Director Since: January 2020Committee Membership:– None | Ann MatherChair of the BoardAge: 66Director Since: March 2020Committee Membership:– Nominating and CorporateGovernance (Chair) |
| R. Lynn AtchisonNominee for Re-electionAge: 66Director Since: October 2020Committee Membership:– Audit and Risk (Chair) | Martin BrandAge: 51Director Since: August 2024Committee Membership:– None |
| Amy M. GriffinNominee for Re-electionAge: 50Director Since: February 2021Committee Membership:– Nominating and CorporateGovernance | Sissie L. HsiaoNominee for Re-electionAge: 47Director Since: October 2023 Committee Membership:– None |
| Jonathan C. KorngoldAge: 52Director Since: January 2020Committee Membership:– Compensation | Elisa A. SteeleAge: 59Director Since: July 2020Committee Membership:– Audit and Risk– Compensation (Chair) |
| Pamela A. Thomas-GrahamAge: 62Director Since: August 2020Committee Membership:– Audit and Risk– Compensation |
| 3 | 2026 Proxy Statement |
Board and Leadership Highlights
| 8/9 DIRECTORS ARE INDEPENDENT | All Board committeesare comprised solely ofindependent directors |
BOARD PRACTICES
l Classified board, with yearly election of each of three
classes of directors
l Annual Board and Committee evaluations
l Independent directors meet in executive sessions
without management present
l Directors limited to no more than five public company
boards (including Bumble)
l Strong corporate governance guidelines and policies
OVERSIGHT OF RISK, ETHICS &
CORPORATE RESPONSIBILITY
l Full Board responsible for risk oversight, with specific
areas delegated to relevant Board committees
l Code of Conduct applicable to all directors, officers
and employees, with certification and periodic
compliance training
l Full Board oversight of corporate responsibility
strategy and approval of Company’s long-term goals
and commitments
4
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
97.6% 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 2025. For additional
information on 2025 executive compensation, please refer to the Compensation Discussion and
Analysis, beginning on page 38.
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, strategic metrics and individual performance); and (iii) long-term equity incentives, consisting of 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 | No single-trigger change-in-control provisions (except for a legacy provision for Ms. Wolfe Herd) |
| Balance short- and long-term incentives, cash and equity, and fixed and variable pay | No guaranteed annual increases or incentive payouts |
| Compare executive compensation and Company performance to relevant peer group companies | No repricing of underwater stock options without shareholder approval |
| Have thresholds and maximums in our short-term incentive plan | No tax gross-ups |
| Provide only limited perquisites | No dividends paid on unvested awards |
| All long-term awards for executives are denominated and settled in equity | No aspect of the pay policies or practices pose a material adverse risk to the Company |
| An annual assessment by the Compensation Committee of potential risks in our executive compensation programs | No compensation or incentives that encourage unnecessary or excessive risk taking |
| Maintain incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act and Dodd-Frank | Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited |
| Retention of an independent compensation consultant | |
| Appoint a Compensation Committee comprised solely of independent directors | |
| 5 | 2026 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.