NerdWallet (NRDS) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES and EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.[    ])

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NERDWALLET, 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):

2022 Proxy Statement

April 14, 2022

Dear Stockholders:

When we made our public debut on Nasdaq in November 2021, I told our Nerds that one of the greatest responsibilities I feel as a CEO is the one I have to all of them: to build a company where every Nerd has the chance to make change for our consumers, for our financial partners, and for their careers. Every year during the annual performance cycle, I hear of so many Nerds who have lived our values, gone the extra mile, and/or who have helped us seize new opportunities. I am grateful to all of the Nerds – past and present – who have made NerdWallet into the company it is today: a global company with over 675 full-time employees providing a breadth and depth of trustworthy financial guidance that’s establishing NerdWallet as a brand to turn – and return – to for clarity and confidence for all of life’s financial decisions.

In this proxy statement, you will read about some of the ways in which we strive to create a company culture that gives every Nerd a chance to make change, including corporate governance, employee management, and ESG efforts. Day-to-day, we do this by promoting our Nerdy values and creating opportunities to celebrate success and each other. We share wins at our bi-monthly All Hands, we recognize “What Good Looks Like” winners at the team- and company-level, and, in February, we take a week for NerdLove, our annual employee appreciation program.

A hallmark of our NerdWallet community is that we also look outward. Nerds care about the world around us and how we can align our broader actions with the vision that inspires our business: a world in which everyone makes financial decisions with confidence. Last year, we launched our Corporate Social Responsibility program, The Financial Equality Project, to support the work of credit unions that lend to low-income communities in ways that can be overlooked by traditional credit scoring models. As part of this, in 2021 we established The Bay Area Impact Fund, donating directly to enable day-to-day operations with three local minority depository institutions (MDIs) in the Bay Area. We also launched a campaign to encourage other companies to bank with community development credit unions (CDCUs), starting with a $2M deposit of our own with Self-Help Federal Credit Union, where we’re earning better rates while making a positive social impact. Following our deposit, iHeart Impact Fund and The Match Group joined the effort (and – shameless plug! – if you’d like to learn more about how you or your company can join us, please reach out to socialimpact@nerdwallet.com). Looking ahead, we’re excited to continue this work and extend our impact nationally, and in 2022, we have donated directly to Inclusiv’s Racial Equity Grant Fund to support MDIs across the United States.

But every day in our work together, NerdWallet’s Nerds are motivated by helping more people in more ways. We continue to diversify our business, landing and expanding in new financial categories and countries to provide even more consumers and small and mid-sized businesses (SMBs) with our trustworthy financial guidance.

I feel fortunate every day to work with a community of people as talented, driven, and inclusive as the Nerds – and I know that together we can make an even bigger impact for our consumers and our business in the future.

With this context, I am looking forward to hosting our first annual meeting. At the meeting, you will have a chance to vote on the matters set forth in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important! Even if you plan to participate in the Annual Meeting, please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. The instructions set forth in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card explain how to vote your shares.

On behalf of the Board of Directors, thank you for your continued support and confidence.

Sincerely,

TIM CHEN

Chief Executive Officer and Chairman of the Board

 

Notice of 2022 Annual Meeting of Stockholders

The accompanying proxy statement is provided in connection with the solicitation of proxies by the Board of Directors of NerdWallet, Inc. for use at the 2022 Annual Meeting of Stockholders.

The Annual Meeting is being held virtually by live webcast on Wednesday, May 25, 2022, at 10:00 a.m., Pacific Time, to conduct the following items of business:

The accompanying proxy statement describes each of these items of business in detail. The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment thereof. We have not received notice of any other matters that may properly be presented at the Annual Meeting.

We began mailing a Notice of Internet Availability of Proxy Materials on or about April 14, 2022 to holders of record of shares of our Class A common stock and Class B common stock at the close of business on the record date, March 31, 2022. The Notice of Internet Availability of Proxy Materials contains information on how to access this notice, the proxy statement, the form of proxy and our 2021 Annual Report to stockholders over the Internet, as well as instructions on how to request a paper copy of these materials.

Only stockholders of record at the close of business on March 31, 2022, the date established by our Board as the record date, are entitled to receive notice of, and vote at, the Annual Meeting or any postponement, continuation, or adjournment thereof.

All stockholders are invited to attend the Annual Meeting by pre-registering at www.proxydocs.com/NRDS. You will be able to attend the Annual Meeting, submit appropriate questions to our management and Board, and vote your shares during the Annual Meeting. To participate in and vote at the Annual Meeting, stockholders will need the unique control number in their Notice of Internet Availability of Proxy Materials or proxy card. Additional information regarding the Annual Meeting is included in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to participate in the Annual Meeting, we urge you to vote as soon as possible by telephone, by mail or over the Internet as described in the accompanying proxy statement.

By Order of the Board of Directors,

EKUMENE M. LYSONGE

General Counsel and Corporate Secretary

 

Table of Contents

 

Proxy Summary

This proxy summary highlights information regarding NerdWallet, Inc. and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our Annual Report on Form 10-K for the year ended December 31, 2021 for detailed information regarding the 2021 financial and operating performance of NerdWallet, Inc., including the audited financial statements and related notes included therein.

PROXY SUMMARY

Shares Held in Street Name.    If you hold your shares through a broker, bank or other nominee (that is, in street name), you will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting. If you want to vote in person virtually at the Annual Meeting, you must register in advance at www.proxydocs.com/NRDS. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the Annual Meeting.

Proposals, Board Recommendations and Required Vote

PROPOSAL 1

Election of Director Nominees

Board Recommendation: FOR each nominee

Required Vote: Plurality of the votes cast

PROPOSAL 2

Amendment to the NerdWallet, Inc. 2021 Equity Incentive Plan

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

PROPOSAL 3

Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2022

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

Questions and Answers About The 2022 Annual Meeting

Please see “Questions and Answers About The Proxy Materials and 2022 Annual Meeting” for important information about the Annual Meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information.

About NerdWallet

Business Overview

At NerdWallet, we empower consumers—both individual consumers and SMBs—to make smarter financial decisions with confidence via our digital platform. Technology has changed the way consumers manage their financial lives, making them more comfortable with comparing and shopping for financial products online. This change has accelerated with the dramatic growth in companies offering innovative financial products. At NerdWallet, we are leveraging this transformation to democratize access to trustworthy financial guidance—ultimately helping to improve the financial well-being of consumers and the financial services industry as a whole. As the financial services industry becomes more fragmented and complex, our value proposition as a trusted, independent platform for consumers increases.

 

2		PROXY STATEMENT 2022

PROXY SUMMARY

We deliver guidance to consumers through educational content, tools and calculators, product marketplaces and the NerdWallet app. Our platform delivers unique value across many financial products, including credit cards, mortgages, insurance, SMB products, personal loans, banking, investing and student loans, and has grown to include the United Kingdom (UK) and Canadian markets with plans for further international expansion. Across every touchpoint, the cornerstone of our platform is our consumers’ trust in the independent, objective and relevant guidance we provide, free of charge.

This trusted guidance has helped us build a large, loyal and well-informed audience of consumers who turn to us as a resource for many of their money questions and to shop for the best financial products for them. We then use machine learning to present personalized options using aggregated and scalable information. As a result, we have become an attractive partner for financial services providers wanting access to high-value consumers—consumers who might not otherwise trust these financial services providers’ recommendations because their guidance is inherently biased toward their own products.

By operating at the intersection of consumers and financial services providers, NerdWallet drives value for both. Through our platform, our financial services partners can reach a substantial audience—we had 19 million Monthly Unique Users (MUUs) per month on average in 2021. After doing research on our platform, these consumers are better informed about the financial decision they’re about to make and often primed and ready to transact. When consumers are more informed about their financial decisions, they make the appropriate decisions for their needs with confidence, increasing their lifetime value to financial services providers as customers. We have also received feedback from our financial services partners that our users’ approval rates can be significantly higher than those applying through other channels. Plus, as consumers’ smart money moves expand their options, they are eager to explore additional opportunities and products they are now eligible for, driving further demand for NerdWallet’s financial services partners. To meet the standards of more informed consumers, financial services providers in turn must engage in healthy competition for consumer mindshare and develop better financial products, further improving the outcomes for consumers.

NerdWallet’s ability to serve consumers and financial services providers hinges on our position as an independent, unbiased resource. The core strength of our platform is the trust that we build with consumers and the tailored and personalized recommendations we deliver via our data science models. Our consumer-first values and consumer-centric mission permeate everything we do and have been key to building and maintaining trust—it’s the “consumer, company, team, self” value that guides our decision making and product development. Across the company, Nerds engage every day with our values and mission to democratize trusted, accessible guidance and tools, leveling the playing field for everyone.

These values will benefit us over the long-term as we build on our leadership as the place consumers turn to first for financial guidance. We have already achieved massive, top-of-funnel reach. By adhering to our consumer-first value, we will not only empower consumers to make better financial decisions, but also help our financial services partners more effectively find new customers well-suited to their products.

We have developed a consumer-first platform that empowers consumers and SMBs to make well-informed financial decisions at the right time and with confidence. The cornerstone of our platform is consumer trust in the independent, objective, and relevant guidance we provide, free of charge. Given it is incredibly difficult for any one person to be deeply knowledgeable across all areas of personal finance, we have a 100+ person editorial team that functions as the “brains” behind our guidance. Our writers and editors, who have joined us from notable publications, cover specific verticals day in and day out, and, as a result, are deeply knowledgeable about the financial areas they cover, producing high-quality and award-winning guidance. The work of our editorial team as a whole is not only a key reason consumers trust our brand and turn to us for many of their financial questions, it is also the foundation of our personalized guidance and our “nudges.” The guidance developed by our editorial team is codified by our product team to create the insights surfaced across our platform. It’s through this unique combination of human-powered guidance and machine learning capabilities that we can provide consumers with high-quality and personalized insights.

 

								3

PROXY SUMMARY

This trusted guidance has enabled us to build a large, well-informed audience, many of whom are ready to transact. Accordingly, we have become an attractive partner for financial services providers wanting to reach these high-value consumers. Today, our platform stretches across many financial products, including credit cards, mortgages, insurance, SMB products, personal loans, banking, investing and student loans.

Our platform aligns the interests of consumers and SMBs seeking financial guidance and products with the financial services providers that offer these products. A successful initial experience often leads to follow-up activity on our platform and we believe it also leads to higher customer lifetime value for the financial services providers. This alignment of interests, enabled by our unbiased and trusted guidance, benefits consumers, the financial services partners and NerdWallet.

Human Capital Management

NerdWallet is defined by its vision: a world where everyone makes financial decisions with confidence. We attract people who are passionate about bringing our mission to life and inspired by the possibility of making real change—to brighten futures, ask hard questions, usher in solutions and provide our consumers with clarity and confidence. As of December 31, 2021, we had over 675 full-time employees, of which approximately 93% are located throughout the United States and 7% are located internationally.

Response to COVID-19 and Employee Safety

At the outset of the COVID-19 pandemic in the first quarter of 2020, we closed our San Francisco office and transitioned all of our employees to a remote work environment in order to mitigate the spread of COVID-19 and comply with local shelter-in-place policies. Subsequently, in December 2020, we adopted a remote-first policy that allows for almost all roles to be remote on an ongoing basis. Many of our employees transitioned or were hired into permanent remote status and are not required to report to an office for work.

While we maintain offices in San Francisco, CA, Scottsdale, AZ, New York, NY and Norwich, UK, we continue to monitor COVID-19 pandemic developments and local conditions, adjusting our office use policies accordingly. Understanding that our employees may need additional support during the COVID-19 pandemic, we introduced new benefits: offering access to on-demand mental health support through a third-party service provider and

 

4		PROXY STATEMENT 2022

PROXY SUMMARY

adding mental health days to our company calendar. In addition, we encouraged employees to take advantage of existing flexible time off policies and work with their teams to arrange for a flexible work schedule.

Our Employees and Our Culture

Our Nerds are the key to our success and the reason we believe we will achieve our mission. They are also one of our most crucial areas of investment. Our remote-first culture allows us to reach, attract and retain more diverse talent across all levels of our organization. Attracting and retaining highly-skilled, diverse talent is a key component of our burgeoning diversity, equity and inclusion efforts, and is absolutely critical to our success as a business and to fully realizing NerdWallet’s mission. Once employees are at NerdWallet, we invest in their well-being and development: We offer competitive compensation and benefits, as well as opportunities for career growth. For more information on how we invest in our Nerds, please see the section titled “Investing in Our Nerds” in the ESG discussion in this proxy statement.

At the core of our Nerdy culture are our values. They’re not just words written on a wall or printed on t-shirts, but lived and breathed every day by every Nerd: (1) Consumer, Company, Team, Self; (2) Relentless Self-Improvement; (3) Ownership; (4) Informed Risk-Taking; and (5) Open, Candid and Constructive. We measure employee performance against these company values and measure employee engagement through surveys and participation at all-hands and town hall style meetings with leadership. We’re consistently recognized as a Fortune “Best Place to Work” due to our competitive employee benefits, commitment to employee growth and empowerment, and our flexible workplace environment.

 

								5

PROXY SUMMARY

Director Nominees

Our Board has unanimously nominated and recommends a vote “FOR” each of the following nominees for election as directors to serve for a one-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

TIM CHEN • Chairman of the Board
		Age: 39 Director Since: 2011 Independent: No		Board Committee(s): Ex-officio Attendee; Does Not Vote Primary Occupation: Chief Executive Officer of the Company Other Public Company Boards: None
JENNIFER E. CERAN
		Age: 58 Director Since: 2020 Independent: Yes		Board Committee(s): Audit Primary Occupation: Interim Chief Financial Officer of Klaviyo, Inc. Other Public Company Boards: Plum Acquisition Corp. I and Riskified Ltd.
LYNNE M. LAUBE
		Age: 52 Director Since: 2020 Independent: Yes		Board Committee(s): Audit; Compensation Primary Occupation: Chief Executive Officer of Cardlytics, Inc. Other Public Company Boards: Cardlytics, Inc.
THOMAS LOVERRO
		Age: 40 Director Since: 2019 Independent: Yes		Board Committee(s): Compensation Primary Occupation: General Partner and Managing Director at Institutional                                       Venture Partners Other Public Company Boards: None
KENNETH T. MCBRIDE
		Age: 54 Director Since: 2022 Independent: Yes		Board Committee(s): Audit Primary Occupation: Board Member of Auctane, previously known as                                       Stamps.com Inc. Other Public Company Boards: None

 

6		PROXY STATEMENT 2022

PROXY SUMMARY

A HIGHLY DIVERSE AND SKILLED BOARD

We believe that our diverse Board has an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.

Board and Committees

Board Diversity Matrix (as of April 14, 2022)

 

								7

PROXY SUMMARY

Executive Compensation—A Transition Year of a New Public Company

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we have reduced disclosure and are exempt from certain requirements related to executive compensation, including the requirements to hold non-binding advisory votes on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees.

Processes and Procedures for Compensation Decisions

Our Compensation Committee is primarily responsible for establishing and reviewing our general compensation strategy. In addition, the Compensation Committee oversees our compensation and benefit plans and policies, administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Named Executive Officers (as defined in “Named Executive Officer Compensation Tables” below). The Compensation Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers, other than himself. Under its charter, our Compensation Committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers.

Key elements of our compensation program for Named Executive Officers are set forth below.

Key elements of our compensation governance for our Named Executive Officers are set forth below.

Please see “Named Executive Officer Compensation Tables” and the related narrative disclosure for more information regarding the compensation of our Named Executive Officers.

 

8		PROXY STATEMENT 2022

PROXY SUMMARY

Corporate Governance Highlights—Reasonable Governance with A Controlling Stockholder

Key elements of our governance are set forth below.

Environmental, Social, and Governance (ESG)

NerdWallet recognizes the importance of operating our business in a responsible and socially-conscious manner that is aligned with our vision: a world where everyone makes financial decisions with confidence. At the same time, we believe this impact starts within our own four walls; to that end, supporting our Nerds and bringing accountability and integrity to all of our business practices are ESG priorities. As a newly public company, we’re excited to expand our social impact—which has always been at the heart of our company vision—through the implementation of our new ESG program.

Materiality Assessment

To provide focus for our ESG program’s first year, NerdWallet recently completed its inaugural ESG materiality assessment, through which we solicited feedback from a variety of key internal and external stakeholders. The results of this effort have allowed us to identify key ESG value drivers important to our company and to our external stakeholders. As an “internet and media services” company with a distributed workforce and a limited operational footprint, we identified key social topics and governance topics to focus on this year.

Based on this materiality assessment, as well as the areas in which we believe we can make the greatest impact, we’ve chosen to prioritize ESG efforts in three key areas: Achieving Our Vision, Investing in Our Nerds, and Building a Socially Responsible Business.

 

								9

PROXY SUMMARY

ESG Priorities

Achieving Our Vision—By providing access to trustworthy and knowledgeable financial guidance, we help improve the financial well-being of consumers and SMBs. Plus, we are building on this vision through our Corporate Social Responsibility (CSR) platform to more effectively support those who have been traditionally locked out of the financial system.

Investing in Our Nerds—Our Nerds are our most important asset, and efforts to attract, retain and develop them, as well as to mobilize them to engage within the larger community, are integral to our ESG program.

 

10		PROXY STATEMENT 2022

PROXY SUMMARY

Building a Socially Responsible Business—Protecting consumers, as well as our Nerds, and staying accountable to our standards of conduct are paramount to the success of our ESG program.

 

								11

PROXY SUMMARY

Board Oversight of ESG

Our Board is committed to overseeing NerdWallet’s efforts to integrate ESG principles and practices throughout the organization and the development of an ESG strategy. In 2022 an ESG Committee of the Board was formed that is responsible for managing the development and execution of our ESG strategy. The ESG Committee of the Board will form an Executive ESG Committee that will be responsible for managing the development and execution of our ESG strategy. Our ESG Steering/Working Committee is comprised of delegates representing a cross-section of our organization, including members of our human resources, legal, information technology, investor relations and financial teams, and is involved in policy planning, day to day implementation and the coordination of corporate-wide ESG efforts, and is overseen by the Executive ESG Committee. An overview of our structure and breakdown of responsibilities can be found below.

As we continue to implement and evolve our ESG efforts, we’re committed to sharing our progress. We intend to publish an annual ESG report on our Investor Relations website at https://investors.nerdwallet.com.

Human Capital Management Highlights

Our Culture and Engagement. Core to our culture is our commitment to our values; (1) Consumer, Company, Team, Self; (2) Relentless Self-Improvement; (3) Ownership; (4) Informed Risk-Taking; and (5) Open, Candid and Constructive. We measure employee performance against these company values and measure employee engagement through surveys, and participation at all-hands and town hall-style meetings with leadership.

Compensation. NerdWallet offers market-competitive compensation to attract employees and a pay-for-performance philosophy to engage and retain our employees. We want our employees to feel invested in the future of NerdWallet by offering equity-based compensation upon hire and through annual performance equity grants.

Pay Equity. We use a third party platform to analyze our employee salaries for gaps based on race or gender. This analysis happens at least twice a year during our compensation cycle, and we take action when discrepancies emerge.

Remote Work. Many of our employees transitioned or were hired into permanent remote status and as of December 31, 2021 are not required to report to an office for work. We have embraced this change and continue to evolve our practices for employees to be their most productive and engaged working outside of a traditional office environment.

 

12		PROXY STATEMENT 2022

PROXY SUMMARY

Awards and Recognition

In 2021 we reached important milestones and received various awards, as listed below, which we believe are indicative of the culture, workplace and products we are building at NerdWallet.

 

								13

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Proposal No. 1—Election of Directors

Our Board currently has five members and all of the current directors are being nominated for election at the Annual Meeting to hold office until the next annual meeting and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. All of our director nominees were previously elected by our stockholders, except for Kenneth T. McBride, who was appointed to the Board effective April 1, 2022. The Board has determined that all of the director nominees are independent, except for Mr. Chen, who is not considered independent due to his position as our Chief Executive Officer. There are no family relationships among any of the directors, director nominees and executive officers. Each nominee has agreed to serve, if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees and the size of the Board. In this event, the proxy holders may vote, in their discretion, for any substitute nominee proposed by the Board. We have presented below biographical information regarding each nominee. This biographical information is supplemented by additional information regarding the particular experiences, qualifications, attributes and skills that led the Board to conclude each nominee should serve on the Board. This additional information is set forth under “Proxy Summary—A Highly Diverse and Skilled Board.”

Nominees

Snapshot of Director Nominees

Our director nominees exhibit a mix of skills, experience, diversity and perspectives:

 

14		PROXY STATEMENT 2022

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Recommendation

Director Background and Qualifications

Director Nominees

CEO Leadership

Financial Acumen

Risk Management

Marketing

IT & Cybersecurity

Public Company Board Experience

Operations & Strategy

Corporate Governance

Former CEO

Diversity

 

								15

PROPOSAL NO. 1: ELECTION OF DIRECTORS

CEO Leadership

Financial Acumen

Risk Management

Marketing

IT & Cybersecurity

Public Company Board Experience

Operations & Strategy

Corporate Governance

Former CEO

Diversity

 

16		PROXY STATEMENT 2022

PROPOSAL NO. 1: ELECTION OF DIRECTORS

CEO Leadership

Financial Acumen

Risk Management

Marketing

IT & Cybersecurity

Public Company Board Experience

Operations & Strategy

Corporate Governance

Former CEO

Diversity

 

								17

PROPOSAL NO. 1: ELECTION OF DIRECTORS

CEO Leadership

Financial Acumen

Risk Management

Marketing

IT & Cybersecurity

Public Company Board Experience

Operations & Strategy

Corporate Governance

Former CEO

Diversity

 

18		PROXY STATEMENT 2022

BOARD MATTERS

Board Matters

Director Nominations and Appointments

Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. In assessing director candidates to fulfill the foregoing, our Board considers those factors it deems appropriate in the context of the needs of the Company and the overall composition of our Board. These factors include the individual’s age, skills, diversity of experience and other background (including gender and race/ethnicity), demonstrated leadership, the ability to exercise sound judgment and, as applicable, independence. Our Board selects nominees for election as directors at each annual meeting of stockholders. Our Board evaluates candidates to fill any vacancies during the year on a similar basis.

Mr. James D. Robinson, III, a long-standing member of our Board, announced his retirement from the Board effective as of March 31, 2022. We are grateful for Mr. Robinson’s counsel and insight during his many years of service on our Board. Following Mr. Robinson’s resignation, the Board appointed Kenneth T. McBride to serve as a member of the Board effective as of April 1, 2022.

Our Board considers candidates from any reasonable source, including recommendations from our existing directors, management, stockholders and any third-party search firms engaged, and does not evaluate candidates differently based on the source of the recommendation.

Stockholders may recommend director candidates for consideration by our Board by giving written notice of the recommendation to the Corporate Secretary, mailed to: 55 Hawthorne Street, 11^th Floor, San Francisco, California 94105.

Director Qualifications—A Balanced, Skilled Board Serving the Long-Term Interests of the Company and Its Stockholders

Our Board believes that all Board members should possess all of the following personal characteristics:

The Company believes that each of the directors nominated has a reputation for strong character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. The directors further have each demonstrated business acumen and an ability to exercise sound judgment.

Our Board also reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity, as described under “Proxy Summary—A Highly Diverse and Skilled Board.”

 

								19

BOARD MATTERS

Director Independence and Impact of Controlled Company Status

Our shares of Class A common stock are listed on the Nasdaq Global Market. We are a “controlled company” under the Nasdaq Listing Rules because Tim Chen, our Chairman and Chief Executive Officer, and his affiliated trusts control a majority of the voting power of our outstanding capital stock. Given our Board’s size, nominating and governance matters are addressed by the full Board instead of by a select committee. However, we have an Audit Committee composed solely of independent directors as required by Nasdaq Listing Rules. Furthermore, our Board has also determined to have a Compensation Committee (although we are not required to have one) also composed of independent directors. If at any time we cease to be a “controlled company” under the Nasdaq Listing Rules, our Board will take all action necessary to comply with the applicable rules of the Nasdaq stock exchange, including establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Our Board recently undertook its annual review of director independence in accordance with the applicable Nasdaq listing rules. The independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, our Board must make a determination as to each independent director that no relationship exists which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors regarding each director’s business and personal activities as they may relate to us and our management.

Our Board has determined that each of Mses. Ceran and Laube and Messrs. Loverro and McBride are “independent directors” as such term is defined by the applicable Nasdaq Listing Rules. In addition, after considering all of the relevant facts and circumstances, our Board has determined that each of: (1) Mses. Ceran and Laube and Mr. McBride for purposes of service on our Audit Committee, and (2) Ms. Laube and Mr. Loverro, for purposes of service on our Compensation Committee, qualifies as “independent” in accordance with the additional independence rules established by the SEC and the Nasdaq stock exchange for such committees.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Oversight by Our Board of Directors

Our Board has general oversight responsibility for the business and affairs of the Company. The directors, in exercising their duties, represent and act on behalf of the stockholders. Our Board serves as the ultimate decision-making body of the Company, except for those matters reserved to (or shared with) our stockholders. Our Board is responsible for overseeing management, which is, in turn, responsible for the operations of the Company. Although our Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides guidance to management through periodic meetings and other informal communications. Our Board’s primary areas of focus include strategy, finance, leadership development, risk management, along with ESG, as well as evaluating management and guiding changes as circumstances warrant. As described below, significant additional responsibilities are delegated to committees, which report to our Board on their activities and actions on a regular basis. The committees include our Audit Committee and Compensation Committee. Beginning in 2022, our Board will perform an annual performance review of our Board and its committees.

 

20		PROXY STATEMENT 2022

BOARD MATTERS

Board Leadership Structure—Balanced Leadership Among Chief Executive Officer and Empowered Independent Directors

Our Board operates under the leadership of our Chairman and Chief Executive Officer, Tim Chen. Our Board believes that combining the roles of Chairman and Chief Executive Officer at this time fosters accountability, effective decision-making and alignment between the Board and our senior management. Our Board believes that Mr. Chen, as a Company executive, co-founder and our controlling stockholder, is best suited to serve as Chairman and guide the strategic priorities of the Company in light of his substantial experience, and his in-depth knowledge of our Company and industry. In addition, our Board believes Mr. Chen is uniquely well-positioned to leverage the in-depth knowledge and perspective gained in his executive capacity to lead the Board and to utilize these powers effectively to best serve the Company and our stockholders.

Our Board has carefully considered its leadership structure and believes that the Company and its stockholders are best served by maintaining the flexibility to have any director serve as Chairman and periodically evaluate whether to have an independent lead director. Our Board recognizes the increasing utilization of non-executive chairmen and lead directors in many public companies. However, our Board believes its current leadership structure is most appropriate for us as a controlled company and best serves the stockholders of the Company.

There is no “one size fits all” approach to ensuring independent leadership. Our Board believes that its four independent directors are empowered, deeply engaged and provide significant independent leadership and direction given their executive and Board experience. The independent directors are members of our Audit and Compensation Committees, which collectively oversee critical matters of the Company. When our non-management or independent directors meet in executive sessions, our Audit Committee chair generally presides over such sessions. The independent directors further have access to independent advisors as they deem appropriate. Management supports this oversight role through its tone-at-the-top and open communication.

Meetings of our Board and Committees

Our Board and committees meet throughout the year at regularly scheduled meetings and informational sessions, and also hold special meetings and act by written consent as appropriate. The non-management directors hold executive sessions to meet without management present, generally at regularly scheduled Board meetings as well as other times that such directors deem necessary or appropriate. The independent directors meet in executive session at least once per year.

Directors are expected to attend the annual meeting of stockholders, Board meetings and meetings of committees on which they serve. We permit participation by telephone or videoconference, which is deemed attendance for all meetings. The 2022 Annual Meeting will be our first annual meeting of our stockholders as a public company. Matters required to be approved by our stockholders in 2021 were completed prior to the consummation of our IPO in November 2021.

In 2021, our Board met 13 times and our committees met an aggregate of 11 times. All directors attended 75% or more of the Board’s meetings and the meetings of the committees on which they served held during the period which they served, with the exception of Mr. Simon Williams who recused himself from attending certain meetings due to the nature of the topics to be discussed. Mr. Williams resigned from the Board effective October 1, 2021.

 

								21

BOARD MATTERS

Two Core Standing Committees of Our Board with Significant Responsibilities

Effective upon our IPO, our Board delegated various responsibilities and authority to two Board committees: our Audit Committee and Compensation Committee. Each committee operates under a written charter approved by our Board, which is reviewed periodically by the respective committee and is available on the Governance tab of our investor relations website located at https://investors.nerdwallet.com. The table below sets forth the current membership of our Board committees and the number of meetings held by each committee in 2021.

DIRECTOR		AUDIT		COMPENSATION
Tim Chen
Jennifer E. Ceran
Lynne M. Laube
Thomas Loverro
Kenneth T. McBride
2021 MEETINGS		Audit: 7		Compensation: 4

Audit Committee

Our Audit Committee consists of Mses. Ceran and Laube and Mr. McBride. Our Board has determined that Mses. Ceran and Laube and Mr. McBride satisfy the independence requirements under the Nasdaq Listing Rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”). The chair of our Audit Committee is Ms. Ceran. Our Board has determined that each of Ms. Ceran and Mr. McBride is an “audit committee financial expert” within the meaning of SEC rules. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our Board has examined each Audit Committee member’s scope of experience and the nature of their employment.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

 

22		PROXY STATEMENT 2022

BOARD MATTERS

Compensation Committee

Our Compensation Committee consists of Ms. Laube and Mr. Loverro. The chair of our Compensation Committee is Ms. Laube. Our Board has determined that each of Ms. Laube and Mr. Loverro is independent under the Nasdaq Listing Rules, and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Although we are a “controlled company” under the Nasdaq corporate governance rules and not required to have a compensation committee consisting solely of independent directors, our Compensation Committee is composed solely of independent directors. Our Compensation Committee is advised by Compensia, our independent executive compensation consultant.

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

Board and Committee Responsibilities for Risk Oversight

Our Board has an oversight role, as a whole and also at the committee level, in overseeing management of the Company’s risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports about such risks. Our Board oversees our risk management primarily through the matters noted below.

Full Board

 

								23

BOARD MATTERS

Audit Committee

Compensation Committee

Our Board and its committees have been, and continue to be, prepared to commit the necessary resources and time to oversee the management of critical matters of the Company, including in times of an actual or potential crisis.

Tailored Corporate Governance Policies to Ensure Integrity and Ethical Conduct

Our Board has adopted tailored governance practices appropriate for our newly public company status. Our policies align our corporate governance structure and our business strategy and culture, and enable our Board to effectively oversee our culture of compliance and rigorous risk management.

Copies of our Corporate Governance Guidelines and our Code of Business Conduct are available under the Governance tab of our website at https://investors.nerdwallet.com.

 

24		PROXY STATEMENT 2022

BOARD MATTERS

Code of Business Conduct—Establishing A Culture of Compliance

In September 2021, our Board adopted a Code of Business Conduct. Our Code of Business Conduct applies to all of our directors, officers and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The Code of Business Conduct contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose future amendments to certain provisions of our Code of Business Conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website at https://investors.nerdwallet.com or via a Current Report on Form 8-K.

Corporate Governance Guidelines—Establishing Core Principles of Governance

We believe that good corporate governance promotes the effective functioning of our Board and its committees and helps to ensure that the Company is managed for the long-term benefits of our stockholders. We regularly review and consider our corporate governance policies and practices, the SEC’s corporate governance rules and regulations, and the Nasdaq Listing Rules. In September 2021, our Board adopted our Corporate Governance Guidelines to provide a framework for the governance of the Company as a whole and describe the principles and practices that our Board follows in carrying out its responsibilities.

Such Corporate Governance Guidelines will be regularly reviewed by our Board to ensure that they effectively promote the best interests of both the Company and our stockholders and that they comply with all applicable laws, regulations and Nasdaq Listing Rules. The Corporate Governance Guidelines address, among other things, the size, composition, structure, leadership and policies of our Board and its committees, the responsibilities and authority of our Chairman and lead director (if any), director qualification standards, expectations and responsibilities of directors, management succession planning and the evaluation of Board performance.

Insider Trading Policy—Addressing Pledging and Hedging Guidance

We believe it is improper and inappropriate for any person to engage in short-term or speculative transactions involving our securities. We prohibit our officers, directors and employees from engaging in any of the following activities with respect to our securities:

Board Evaluation Process—Assisting in the Transition to a Public Company Model of Governance

Our Board believes it is important to assess its overall performance and the performance of our Board committees in order to serve the best interests of our stockholders and position the Company for future success. Beginning in 2022, our Board and each committee will conduct such annual evaluations to determine whether it and its committees are functioning effectively. Our Board will oversee the determination and implementation of an appropriate process and recommended activities in response to such findings.

 

								25

BOARD MATTERS

Director Onboarding and Continuing Education—Connecting New Directors to the Company’s Unique Culture and Business, and Maintaining Key Expertise in an Evolving Regulatory and Business Landscape

Our Board oversees the Company’s orientation programs for new directors and continuing education programs for existing directors. Each new director, upon joining our Board, is provided with an orientation session regarding our Board and the Company’s operations. As part of this orientation, each new director has an opportunity to meet with members of senior management of the Company.

Directors are encouraged to participate in continuing education on various subjects that will assist them in discharging their duties. This may include seminars, conferences and other continuing education programs designed for directors of public companies.

Communications With Our Board

If you want to communicate with the non-management members of our Board , you should send a letter to any such director at 55 Hawthorne Street, 11^th Floor, San Francisco, California 94105 or to the e-mail address nwboardofdirectors@nerdwallet.com. The Corporate Secretary may sort or summarize the communications as appropriate. Communications that are commercial solicitations, customer complaints, incoherent or inappropriate will not be communicated to the non-management members of our Board.

To submit concerns regarding accounting, internal accounting controls or auditing matters, you may email the Chair of our Audit Committee at auditchair@nerdwallet.com or call our reporting hotline at 1-877-647-3335. NerdWallet employees may submit such concerns on a confidential or anonymous basis. Communications made through the confidential hotline will be reviewed by our Audit Committee in accordance with its procedures.

 

26		PROXY STATEMENT 2022

BOARD MATTERS

Compensation of Non-Employee Directors

In connection with and effective upon our IPO, we implemented a policy pursuant to which each non-employee director will receive the following cash compensation for service on our Board , paid quarterly, in arrears on the last day of each fiscal quarter in which the service occurred:

In addition, each non-employee director who is elected or appointed to our Board in the future first will automatically be granted, upon the date of such election or appointment, an initial, one-time grant of restricted stock units with an aggregate grant date value of $300,000, vesting in three equal annual installments following such election or appointment date, subject to the non-employee director’s remaining in our continuous service through each vesting date. Such grant will vest in full upon our change in control, subject to the non-employee director remaining in our continuous service through such change in control date.

Further, on the date of each annual meeting, commencing with this Annual Meeting, each non-employee director who has completed at least three months of continuous service as a non-employee director as of the date of such annual meeting and who will continue to serve as a non-employee member of our Board following such annual meeting will automatically be granted restricted stock units with an aggregate grant date value of $150,000, provided that an eligible non-employee director who received an initial grant at least three, but less than six, months prior to the annual meeting date will be granted restricted stock units with an aggregate grant date fair value of $75,000.

The annual grant of restricted stock units will vest on the earlier to occur of the one-year anniversary of the grant date and the day prior to the date of our next annual meeting, subject to the non-employee director remaining in our continuous service through the vesting date. Such grant will also vest in full upon our change in control, subject to the non-employee director remaining in our continuous service through such change in control date.

Each non-employee director is reimbursed for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings, subject to compliance with our applicable policies.

 

								27

BOARD MATTERS

2021 Director Compensation Table

The table below sets forth the compensation of our directors in 2021, excluding Tim Chen whose compensation is covered in the Summary Compensation Table. Compensation was calculated on a prorated basis for the period of time in 2021 during which our stock was publicly traded.

(1) Cash retainers paid under the annual compensation policy for non-employee directors were prorated for the portion of 2021 following our IPO.

(2) Our non-employee directors did not receive any equity grants in 2021. However, the table below shows the aggregate numbers of shares subject to outstanding and unexercised option awards and outstanding stock awards held by each non-employee director as of December 31, 2021:

 

28		PROXY STATEMENT 2022

EXECUTIVE OFFICERS

Executive Officers

Set forth below are descriptions of the backgrounds of each executive officer of the Company.

 

								29

EXECUTIVE OFFICERS

 

30		PROXY STATEMENT 2022

EXECUTIVE OFFICERS

Other Senior Management

Set forth below are descriptions of the backgrounds of other members of senior management of the Company.

 

								31

NAMED EXECUTIVE OFFICER COMPENSATION TABLES

Named Executive Officer Compensation Tables

Our Named Executive Officers for the year ended December 31, 2021 were:

2021 Summary Compensation Table

The following table shows the compensation awarded to, earned by or paid to our Named Executive Officers for the year ended December 31, 2021 and, where applicable, December 31, 2020.

(1) The amounts reported in these columns represent the aggregate grant date fair value of the restricted stock unit awards and stock option awards granted during 2021, in each case computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718, or ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units and stock options are set forth in Note 11 – Stockholders’ Equity of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(2) Where applicable the amounts reported in this column for the year ended December 31, 2020 reflect payouts under the Company’s 2018 MTL Incentive Plan.

(3) The amounts reported in this column for 2021 and 2020 include Company matching contributions under its 401(k) plan of $11,600 and $11,400, respectively.

(4) In December 2021, Mr. Caine began serving as our Chief Product Officer and was paid prorated salary amounts based on an annual salary of $525,000.

(5) Mr. Caine’s terms of employment entitle him to a sign-on bonus of $200,000, which was paid in January 2022 and will be reported for 2022.

 

32		PROXY STATEMENT 2022

NAMED EXECUTIVE OFFICER COMPENSATION TABLES

Narrative Disclosure to Summary Compensation Table

Offer Letters

Set forth below are descriptions of our employment terms with our Named Executive Officers. For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our Named Executive Officers, see “—Potential Payments upon Termination or Change in Control.”

Tim Chen. On June 25, 2021, we entered into an offer letter with Mr. Chen. Under the terms of the offer letter Mr. Chen is entitled to an annual base salary of $600,000, effective as of July 1, 2021. Mr. Chen is also eligible to participate in the employee benefit plans generally available to our employees.

John Caine. On November 18, 2021, we entered into an offer letter with Mr. Caine. Under the terms of the offer letter, Mr. Caine is entitled to an annual base salary of $525,000, a sign-on bonus of $200,000, an option to purchase 274,014 shares of the Company’s Class A common stock, and restricted stock units with a stated value of $2,750,000. Mr. Caine is also eligible to participate in the employee benefit plans generally available to our employees.

Kelly Gillease. On July 5, 2018, we entered into an offer letter with Ms. Gillease. Under the terms of the offer letter, Ms. Gillease is entitled to an annual base salary, as determined by the Board from time to time. Ms. Gillease is also eligible to participate in the employee benefit plans generally available to our employees.

Equity Awards

Our Compensation Committee approves all compensation decisions relating to all of our executive officers, including our Named Executive Officers. Our equity compensation consists of an initial equity grant upon hire, consisting of a combination of stock options and restricted stock units (RSUs), and annual grants thereafter, all of which are granted under our equity incentive plan and subject to time-based vesting. Our equity compensation is designed to ensure that our Named Executive Officers are incentivized to grow stockholder value and that their interests are aligned with our stockholders for the long term.

While we do not have formal stock ownership guidelines or requirements for our executive officers, we do strive to promote a culture of ownership. To that end, we have stock ownership principles that our executive officers, including our Named Executive Officers, have agreed to follow. Our Chief Executive Officer and our Chief Financial Officer have agreed to retain stockholdings worth at least six times and four times their total annual cash compensation, respectively, while all of our other officers have agreed to retain stockholdings worth at least three times their respective total annual cash compensation.

 

								33

NAMED EXECUTIVE OFFICER COMPENSATION TABLES

Outstanding Equity Awards At December 31, 2021

The following table provides information about the outstanding Company equity awards held by our Named Executive Officers as of December 31, 2021.

(1) Market value is calculated based on $15.55, the closing price of our Class A common stock on December 31, 2021.

(2) The option vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/48th of the shares following the completion of each of an additional 36 months thereafter, subject to the executive’s continued service with us on each applicable vesting date.

(3) The RSUs vest, subject to Mr. Caine’s continued service with us, on the following schedule:

a. 1st through 4th Quarterly Installment Date following the vesting commencement date: No Vesting.

b. 5th Quarterly Installment Date following the vesting commencement date: A number of Shares subject to the Award shall vest equal to the product of (i) the number of Restricted Stock Units granted, multiplied by (ii) a fraction, (x) the numerator of which shall be the number of days that have elapsed since, and including, the vesting commencement date and (y) the denominator of which shall be one thousand four hundred sixty (1,460), rounded down to the nearest whole Share.

c. 6th through 16th Quarterly Installment Date following the vesting commencement date: 1/16th of the number of Restricted Stock Units granted shall vest, rounded down to the nearest whole Share.

d. 17th Quarterly Installment Date following the vesting commencement date: All then unvested Restricted Stock Units shall vest.

“Quarterly Installment Date” means March 1, June 1, September 1, and December 1 of each year, provided that if such date is not a business day, the Quarterly Installment Date shall be the first business day after such date.

(4) These stock options are immediately exercisable for all of the option shares, subject to our right to repurchase any then-unvested shares in connection with the termination of service of the holder of such shares.

(5) The option vests in substantially equal monthly installments over the 48 months of continuous service following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date.

(6) The RSUs vest in 16 substantially equal installments on each Quarterly Installment Date (as defined above) following the vesting commencement date, subject to the executive’s continued service with us on each applicable vesting date.

Potential Payments Upon Termination of Employment or Change in Control of the Company

Pursuant to our change of control and severance policy, which became effective as of June 16, 2021, each of Messrs. Chen and Caine and Ms. Gillease are eligible for the benefits described in this paragraph (which such benefits specifically supersede any prior agreements relating to such benefits). The policy has a term of three years, subject to automatic renewal unless terminated by the Company at least three months prior to the date on which the policy would otherwise renew. In the event of a termination without cause or resignation for good reason, each such officer, contingent on execution of a general release of claims against us, will be entitled to (i) a lump sum payment equal to (A) the amount of base salary that would have been earned during the severance period (at the rate in

 

34		PROXY STATEMENT 2022

NAMED EXECUTIVE OFFICER COMPENSATION TABLES

effect immediately prior to such termination prior to any reduction that triggered a resignation for good reason), plus (B) payment of the officer’s target bonus, if applicable, assuming the bonus would have been earned at 100% of target, and prorated based on the number of calendar months completed in the performance period in which the termination occurs and (ii) to the extent the officer timely elects to receive continued coverage under our group healthcare plans, payment of, or reimbursement for, such coverage under COBRA, for up to the length of the severance period. The severance period will be six months; provided, however, that if such termination without cause or resignation for good reason occurs during the period beginning 3 months prior to, and ending on the date that is 12 months following, a change in control of the Company (a Change in Control Termination), then the severance period will be 12 months. In addition, in the event of a Change in Control Termination, (x) the bonus amount described in prong (i)(B) above will not be prorated but instead will reflect the full target bonus and (y) each of the officer’s outstanding equity awards (excluding performance-based awards) will vest as if the officer had completed an additional 12 months of continuous service beyond the termination date.

Other Compensation and Benefits

All of our Named Executive Officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life, disability and accidental death and dismemberment insurance plans, in each case on the same terms as all of our U.S.-based employees. In addition, we also offer our employees paid time off, a 401(k) plan, mental health services, commuter benefits, health and dependent care flexible spending accounts, and access to third-party service providers in the areas of legal and personal finance support. We generally do not provide perquisites or personal benefits to our Named Executive Officers that we do not offer to our other employees. During our year ended December 31, 2021, we paid or reimbursed our Named Executive Officers a stipend for gym, cell phone costs and at-home internet, paid or reimbursed certain home office expenses, and provided certain service-based anniversary gifts to our employees with an accompanying gross-up.

We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Internal Revenue Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we make matching contributions up to 4% of the employee’s annual salary up to a maximum of $290,000. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Our Named Executive Officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the year ended December 31, 2021. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Our Named Executive Officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2021.

In an effort to achieve our vision and mission statements internally, we offer an Employee Stock Purchase Plan (ESPP) to all employees in the U.S. and abroad. The purpose of the ESPP is to attract new employees, retain current employees, and create a culture of ownership so that our employees are aligned with our longer term goals.

 

								35

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Certain Relationships and Related Person Transactions

Related Person Transactions Policy

In September 2021, our Board adopted a Related Person Transaction Policy. Our Related Person Transaction Policy sets forth the process by which our Audit Committee will identify, review, consider and approve or ratify transactions involving NerdWallet and any related person. A related person transaction is defined as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which NerdWallet and any related person are, were or will be participants in which the amount involved exceeds $120,000.

Our Audit Committee will consider all the relevant facts and circumstances deemed relevant by and available to the Audit Committee, including, but not limited to (a) the risks, costs, and benefits to NerdWallet, (b) the impact on a director’s independence in the event the Related Person is a director, immediate family member of a director, or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The Audit Committee will approve only those related person transactions that, in light of known circumstances, are in, or are not inconsistent with, the best interests of NerdWallet and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.

We require each of our directors and executive officers to complete an annual directors’ and officers’ questionnaire that elicits information about related person transactions. This process helps our Board determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Transactions with Related Persons

Other than as described below, since January 1, 2021, we have not entered into, and there are no currently proposed, related person transactions.

Stock Repurchases

In January 2021, we repurchased 882,817 shares of Class B common stock from Tim Chen, our Co-founder, Chief Executive Officer and Chairman of our Board, at a purchase price of $14.00 per share. The total consideration paid to Mr. Chen was $12,359,438.

In March 2021, we entered into an Option Cancellation Agreement with Camelot Financial Capital Management LLC and Simon Williams, a former member of our Board, pursuant to which we cancelled options to purchase an aggregate of 172,500 shares of Class A common stock held by Camelot Financial Capital Management LLC for consideration equal to $20.00 per share, minus the exercise price for the shares underlying such options. The total consideration paid to Camelot Financial Capital Management LLC for the option cancellation was $2,432,979. In addition, in March 2021, we repurchased 102,500 shares of Series A Preferred Stock from Camelot Financial Capital Management LLC at a purchase price of $20.00 per share. The total consideration paid to Camelot Financial Capital Management LLC for the share repurchase was $2,050,000.

 

36		PROXY STATEMENT 2022

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of our common stock as of March 31, 2022, the record date for the 2022 Annual Meeting, by:

The numbers of shares of common stock and percentages of ownership and combined voting power set forth below are based on the number of shares issued and outstanding as of March 31, 2022.

The amounts of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of March 31, 2022. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

 

								37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment power with respect to the securities listed. Unless otherwise indicated, the address for each beneficial owner listed below is 55 Hawthorne Street, 11^th Floor, San Francisco, California 94105.

*Less than 1%

(1) Percentage of total voting power represents voting power with respect to all shares of the Company’s Class A common stock and Class B common stock, together as a single class. Holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to ten votes per share.

(2) Based on information reported by Innovius Capital Sirius I, L.P. on Schedule 13G filed with the SEC on February 14, 2022. The sole general partner of Innovius Capital Sirius I, L.P. is Innovius Capital GP I, LLC. The sole managing director of Innovius Capital GP I, LLC is Justin Moore. Mr. Moore disclaims beneficial ownership of these securities except to the extent of his respective pecuniary interest therein. The address for this entity is: 2443 Fillmore Street, #380-14279, San Francisco, CA 94115.

(3) Based on information reported by Institutional Venture Partners XIV, L.P. (“IVP XIV”) on Schedule 13G filed with the SEC on February 14, 2022. Institutional Venture Management XIV, LLC (”IVM XIV”) is the General Partner of IVP XIV. IVM XIV may be deemed to indirectly beneficially own the securities owned by IVP XIV. Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., Todd C. Chaffee and J. Sanford Miller are Managing Directors of IVM XIV and each share voting and dispositive power over the securities held by IVP XIV. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. The address for this entity is: 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, CA 94025.

(4) Based on information reported by T. Rowe Price Associates, Inc. (“T. Rowe”) on Schedule 13G filed with the SEC on February 14, 2022. T. Rowe has sole voting power over 577,814 shares and sole dispositive power over 1,996,578 shares. The address for this entity is 100 E. Pratt Street, Baltimore, MD 21202.

(5) Class A common stock holdings consist of: (i) 120,000 shares of Class A common stock and (ii) 118,748 shares of Class A common stock issuable upon exercise of stock options vesting within 60 days of March 31, 2022. Class B common stock holdings consist of (i) 16,190,811 shares of Class B common stock held by Tim Chen as Trustee of The Tim Chen Revocable Trust u/a/d 3/11/2016, (ii) 2,639,121 shares of Class B common stock held by Tim Chen as Trustee of The Seed Investor Irrevocable Remainder Trust II u/a/d 8/19/2019, (iii) 4,405,720 shares of Class B common stock held by Tim Chen as Trustee of The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016 and (iv) 8,450,000 shares of Class B common stock held by Tim Chen as Trustee of the Seed Investor 2021 Annuity Trust u/a/d 2/25/2021. The Special Trustee of the Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, The Seed Investor 2019 Annuity Trust u/a/d 8/19/2019 and The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, Jessica Davis Mills, has sole voting power over the shares held in such trusts; provided that Mr. Chen, as grantor, may remove and replace the special trustee at any time.

(6) Consists of (i) various options to purchase an aggregate of 341,905 shares of the Company’s Class A common stock, all of which were granted subject to an early exercise provision and which shares are immediately exercisable, (ii) 2,259 shares of common stock issuable upon exercise of stock options vesting within 60 days of March 31, 2022 and (iii) 46,866 shares of Class A common stock.

 

38		PROXY STATEMENT 2022

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(7) Consists of an option to purchase 120,000 shares of Class A common stock granted subject to an early exercise provision and which shares are immediately exercisable.

(8) Consists of an option to purchase 120,000 shares of Class A common stock granted subject to an early exercise provision and which shares are immediately exercisable.

(9) Consists of (i) 1,057,481 shares of Class A common stock issuable upon exercise of early exercisable stock options, subject to a repurchase right until vested, (ii) 127,249 shares of common stock issuable upon exercise of stock options vesting within 60 days of March 31, 2022, and (iii) 375,128 shares of Class A common stock.

 

								39

AUDIT COMMITTEE REPORT

Audit Committee Report

Key Responsibilities of Oversight

On behalf of our Board, our Audit Committee provides independent oversight of:

Required Communications with Audit Committee

As part of its oversight of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, our Audit Committee reviewed and discussed with management and Deloitte, the Company’s audited consolidated financial statements and related footnotes for the year ended December 31, 2021 and Deloitte’s report on those financial statements. Our Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

These required communications included Deloitte’s perspective on the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments made by management, and the disclosures in the audited consolidated financial statements, including the disclosures relating to critical accounting policies and critical audit matters addressed in Deloitte’s audit report. Our Audit Committee also received the written disclosures and a letter from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with our Audit Committee concerning independence. Our Audit Committee has discussed with Deloitte its independence with respect to the Company and has considered whether Deloitte’s provision of non-audit services is compatible with its independence.

Audit Committee Recommendation

Based upon these reviews and discussions, our Audit Committee recommended to our Board that the Company’s audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2021 to be filed with the SEC. Our Audit Committee also appointed Deloitte to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

This report has been furnished by the members of our Audit Committee of our Board:

Audit Committee

Jennifer E. Ceran (Chair)

Lynne Laube

Kenneth T. McBride

 

40		PROXY STATEMENT 2022

AUDIT COMMITTEE MATTERS

Audit Committee Matters

Pre-Approval Policies and Procedures

Our Audit Committee has the sole authority to review in advance, and pre-approve (which may be pursuant to pre-approval policies and procedures) all audit and non-audit services to be provided by the Company’s independent auditors and to approve all related fees and other terms of engagement to ensure that the provision of these services do not impair the independence of the Company’s independent audit firm from the Company and its subsidiaries.

All of the services rendered by Deloitte to the Company and its subsidiaries during 2021 were pre-approved by our Audit Committee.

Independent Registered Public Accounting Firm Fees

Our Audit Committee retained Deloitte to audit the Company’s consolidated financial statements as of and for the years ended December 31, 2021 and 2020. The following table provides information regarding fees billed by Deloitte (i.e., Deloitte & Touche LLP) and other member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates for the fiscal years ended December 31, 2021 and 2020, inclusive of out-of-pocket expenses (in thousands).

(1) Audit Fees for professional services associated with the annual audit of our consolidated financial statements, the reviews of our quarterly condensed consolidated financial statements and the issuance of consents and comfort letters in connection with registration statement filings with the SEC.

(2) Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

(3) Tax Fees represent fees relating to tax compliance and consulting matters.

(4) All Other Fees represent fees for services other than those included above, including access to accounting research software applications and data.

 

								41

PROPOSAL NO. 2—APPROVAL OF AMENDMENT TO THE NERDWALLET, INC. 2021 EQUITY INCENTIVE PLAN

Proposal No. 2—Approval of Amendment to the NerdWallet, Inc. 2021 Equity Incentive Plan

Introduction

Our stockholders are being asked to approve an amendment (the “Amendment”) to the NerdWallet, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) to increase the aggregate number of shares of Class A common stock reserved for issuance thereunder. The Amendment was approved by our Board on April 6, 2022, subject to approval by our stockholders at the Annual Meeting. If this Proposal No. 2 is approved by our stockholders, the Amendment will become effective upon the date of the Annual Meeting. If the stockholders do not approve this Proposal No. 2, the Amendment will not become effective, and the 2021 Plan will continue in its current form.

Our sole reason for amending the 2021 Plan is to increase the number of shares of Class A common stock reserved for issuance thereunder by 8,000,000 (as well as a corresponding increase in the number of shares issuable pursuant to the exercise of incentive stock options).

The full text of the 2021 Plan, as amended by the Amendment (the “Amended Plan”) is attached as Annex A to this proxy statement. The description of the Amended Plan contained in this proposal is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Annex A.

Pursuant to the Amended Plan, we may grant incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other stock awards (collectively, “stock awards”). ISOs may be granted only to our employees, including our officers, and the employees of our affiliates. All other awards may be granted to our employees, including our officers, our non-employee directors and consultants and the employees and consultants of our affiliates. We believe that the effective use of equity incentives is essential to attract, motivate, and retain employees and other service providers of the Company, to further align participants’ interests with those of our stockholders, and to provide participants incentive compensation opportunities that are competitive.

As of April 1, 2022, of the 4,062,125 shares of Class A common stock currently reserved for issuance under the 2021 Plan (not taking into account any shares that may become available through forfeiture or cancellation of awards under the predecessor plan), 657,255 shares remained available for future grant. Our Board believes that the increase in the share reserve is necessary for the Company to continue to attract, motivate and retain service providers of the Company, link incentive awards to Company performance, encourage employee and director ownership in the Company and further align their interests with those of our stockholders. Increasing the share reserve will allow the Company to continue to provide a variety of stock awards as part of the Company’s compensation program, which is an important tool for attracting, motivating and retaining our Nerds and for creating stockholder value. Increasing the share reserve would also support the Company’s balanced pay-for-performance compensation philosophy, wherein the Company utilizes a mix of components, including stock awards, to facilitate management decisions that foster longer-term stability. If the additional shares are not approved, our Board believes that the remaining shares of Class A common stock reserved for issuance under the 2021 Plan will be insufficient to accomplish these purposes for the remainder of 2022 before the automatic increase to the 2021 Plan’s authorized share reserve on January 1, 2023 (as described below).

As of December 31, 2021, approximately 675 employees, 4 non-employee directors and 7 consultants were eligible to participate in the 2021 Plan. The basis for participation in the Amended Plan is being eligible and selected by the plan administrator to receive a grant thereunder.

 

42		PROXY STATEMENT 2022

PROPOSAL NO. 2—APPROVAL OF AMENDMENT TO THE NERDWALLET, INC. 2021 EQUITY INCENTIVE PLAN

Based on the closing price of our Class A common stock, $0.0001 par value, on the Nasdaq Global Market on April 1, 2022, the aggregate fair market value of the new 8,000,000 shares requested for issuance under the Amendment was $95,200,000.

Recommendation

Why Stockholders Should Approve the 2021 Plan Amendment

In determining whether and how many additional shares of Class A common stock to propose to reserve for issuance under the Amended Plan, our Compensation Committee considered the following factors, among others:

 

								43

PROPOSAL NO. 2—APPROVAL OF AMENDMENT TO THE NERDWALLET, INC. 2021 EQUITY INCENTIVE PLAN

Summary of the Amended Plan

Our Board adopted, and our stockholders approved, the 2021 Plan in October 2021. Our Board adopted the Amendment on April 6, 2022, subject to stockholder approval.

The following is a summary of the principal features of the Amended Plan. This summary is qualified in its entirety by reference to the full text of the Amended Plan, which is attached as Annex A to this proxy statement.

The Amended Plan, which originally became effective November 3, 2021, provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other stock awards. ISOs may be granted only to our employees, including our officers, and the employees of our affiliates. All other awards may be granted to our employees, including our officers, our non-employee directors and consultants and the employees and consultants of our affiliates.

Authorized Shares. If the Amendment is approved by our stockholders, the aggregate number of shares of our Class A common stock that may be issued pursuant to stock awards under the Amended Plan will not exceed the sum of (i) 12,062,125 (which represents the new shares under the 2021 Plan as originally adopted, plus the 8,000,000 shares additional shares proposed by the Amendment) and (ii) shares subject to outstanding stock awards under the Company’s predecessor plan that are forfeited, terminated, expire, or otherwise are not issued (which outstanding stock awards, as of the original effective date of such plan, related to 10,296,500 shares). Additionally, the number of shares of our Class A common stock reserved for issuance under the Amended Plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and ending on and including January 1, 2031, in an amount equal to five percent (5%) of the total number of shares of our capital stock outstanding on December 31 of the prior calendar year, unless our Board or Compensation Committee determines prior to the date of increase that there will be a lesser increase, or no increase.

Shares subject to stock awards granted under the Amended Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the Amended Plan. Additionally, shares become available for future grant under the Amended Plan if they were issued under stock awards under the Amended Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award.

Plan Administration. Our Board, or a duly authorized committee of our Board, administers the Amended Plan. Our Board may also delegate to one or more of our officers the authority to (i) designate employees (other than officers) to receive specified stock awards, and (ii) determine the number of shares subject to such stock awards. Under the Amended Plan, our Board has the authority to determine and amend the terms of awards, including: