Instacart - Maplebear Inc.

04/08/2025 | Press release | Distributed by Public on 04/08/2025 14:29

Proxy Statement (Form DEF 14A)

ƒ
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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:
☐ Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
MAPLEBEAR 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):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 22, 2025 at 11:00 a.m.Pacific Time
Dear Stockholder:
We are pleased to invite you to attend the 2025 annual meeting of stockholders (including any adjournments, continuations, or postponements, the "Annual Meeting") of Maplebear Inc., a Delaware corporation ("Instacart"), to be held virtually on May 22, 2025 at 11:00 a.m. Pacific Time via a live webcast. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/CART2025 and logging in with the control number located on the Notice of Internet Availability of Proxy Materials you received. The virtual format of the Annual Meeting allows us to maximize stockholder access, while also saving time and money for both Instacart and our stockholders. Even with a virtual format, you will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate.
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:
1.To elect two Class II directors of Instacart, Ravi Gupta and Daniel Sundheim, as nominated by our Board of Directors and recommended by our Nominating and Corporate Governance Committee, to hold office until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal;
2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025;
3.To conduct a non-binding advisory vote to approve the compensation of our named executive officers; and
4.To conduct any other business properly brought before the Annual Meeting.
Our Board of Directors has fixed the close of business on March 31, 2025 as the record date for the Annual Meeting. Only stockholders of record at the close of business on March 31, 2025 and their proxy holders are entitled to vote at the Annual Meeting. A complete list of stockholders of record will be available for examination at our headquarters at 50 Beale Street, Suite 600, San Francisco, California 94105, upon request by emailing investors@instacart.com, by any stockholder for any purpose relating to the Annual Meeting, in accordance with our Amended and Restated Bylaws, for the ten-day period ending on the day before the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement, and Instacart's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available electronically at investors.instacart.com and www.ProxyVote.com. These proxy materials are first being made available to stockholders on April 8, 2025.
By Order of the Board of Directors
Fidji Simo
Chief Executive Officer and Chair
San Francisco, CA
April 8, 2025
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted during the Annual Meeting by signing and returning a proxy card or by using our internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that nominee.
i
TABLE OF CONTENTS
Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
i
GENERAL INFORMATION
1
Questions and Answers
1
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
8
Our Board of Directors
8
Committees of Our Board of Directors
14
Corporate Governance Policies and Practices
18
DIRECTOR COMPENSATION
19
Non-Employee Director Compensation
19
Director Compensation Table
21
PROPOSAL ONE: ELECTION OF DIRECTORS
22
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
23
Principal Accountant Fees and Services
23
Pre-Approval Policies and Procedures
23
PROPOSAL THREE: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
25
AUDIT COMMITTEE REPORT
26
EXECUTIVE OFFICERS
27
EXECUTIVE COMPENSATION
28
Compensation Discussion and Analysis
28
Compensation Committee Report
41
Executive Compensation Tables
41
Potential Payments upon Termination or Change of Control
44
CEO Pay Ratio
47
Pay Versus Performance
48
EQUITY COMPENSATION PLAN INFORMATION
53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
54
TRANSACTIONS WITH RELATED PERSONS
56
OTHER MATTERS
58
MAPLEBEAR INC.
50 Beale Street, Suite 600
San Francisco, California 94105
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 22, 2025 at 11:00 a.m.Pacific Time
GENERAL INFORMATION
Our Board of Directors is soliciting your proxy to vote at the 2025 annual meeting of stockholders (including any adjournments, continuations, or postponements, the "Annual Meeting") of Maplebear Inc. for the purposes described in this proxy statement for the Annual Meeting (this "Proxy Statement"). The Annual Meeting will be held virtually via a live webcast on the internet on May 22, 2025 at 11:00 a.m. Pacific Time. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report") is first being mailed on or about April 8, 2025 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on March 31, 2025 (the "Record Date"), you are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/CART2025 and vote on the proposals described in this Proxy Statement.
In this Proxy Statement, we refer to Maplebear Inc. as "Instacart," "we," "us," "our," or "the Company," and to the Board of Directors of Instacart as "our Board of Directors." The Annual Report accompanies this Proxy Statement. You also may obtain a paper copy of the Annual Report without charge by following the instructions in the Notice.
The information provided in the "question and answer" format below is for your convenience only and is merely a summary of information contained in various sources, including this Proxy Statement, our Amended and Restated Bylaws, our Amended and Restated Certificate of Incorporation, applicable law, and rules and regulations. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and should not be considered to be part of this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.
Questions and Answers
What am I voting on?
There are three matters scheduled for a vote at the Annual Meeting:
●Proposal One: Election of two Class II directors of Instacart, Ravi Gupta and Daniel Sundheim, as nominated by our Board of Directors and recommended by our Nominating and Corporate Governance Committee, to hold office until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal;
●Proposal Two: Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the year ending December 31, 2025; and
●Proposal Three: Non-binding advisory vote to approve the compensation of our named executive officers.
1
What are the voting recommendations of our Board of Directors?
Our Board of Directors recommends that you vote "FOR" the director nominees named in Proposal One, "FOR" the ratification of the appointment of PwC as our independent registered public accounting firm as described in Proposal Two, and "FOR" the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement, and as described in Proposal Three.
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 262,517,137 shares of our common stock outstanding.
Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online duringthe Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone, or by completing and returning a printed proxy card.
Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee. If, at the close of business on the Record Date, your shares were held not in your name, but on your behalf by a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in "street name" and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the nominee (e.g., your brokerage firm) in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank, or other nominee regarding how to vote the shares held on your behalf. You may access the meeting and vote during the meeting by logging in with your control number at www.virtualshareholdermeeting.com/CART2025.
Will a list of stockholders of record as of the Record Date be available?
A complete list of stockholders of record will be available for examination at our headquarters at 50 Beale Street, Suite 600, San Francisco, California 94105, upon request by emailing investors@instacart.com, by any stockholder for any purpose relating to the Annual Meeting, in accordance with our Amended and Restated Bylaws, for the ten-day period ending on the day before the Annual Meeting.
How do I attend and ask questions during the Annual Meeting?
We will be hosting the Annual Meeting via live webcast only. You can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CART2025 by logging in with your control number. The meeting will start at 11:00 a.m. Pacific Time, on May 22, 2025. We recommend that you log in a few minutes before the start of the Annual Meeting to ensure you are logged in when it begins. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
In order to enter the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card if you are a stockholder of record. If you are the beneficial owner of shares held in "street name," your control number is included with your voting instruction card and voting instructions received from your
2
brokerage firm, bank, or other nominee. Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/CART2025. If you lose your control number, you will be able to log in as a guest, but you will not be able to vote your shares or ask questions during the Annual Meeting.
If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/CART2025 using your control number, type your question into the "Ask a Question" field, and click "Submit." To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. We will answer as many questions submitted in accordance with the rules of conduct as possible in the time allotted for the Annual Meeting. Only questions that are relevant to an agenda item to be voted on by stockholders at the Annual Meeting will be answered.
How do I vote?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote (i) online during the Annual Meeting or (ii) in advance of the Annual Meeting by proxy through the internet, by telephone, or by using a printed proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend online and vote during the Annual Meeting. If you vote during the Annual Meeting, your previously submitted proxy will be disregarded. For more information, see the question below titled "Can I change my vote or revoke my proxy after submitting a proxy?"
●To vote in advance of the Annual Meeting (i) through the internet, go to www.ProxyVote.com to complete an electronic proxy card, or (ii) by telephone, call 1-800-690-6903. You will be asked to provide the control number from the Notice, proxy card, or instructions accompanying your proxy materials. Votes over the internet or by telephone must be received by 11:59 p.m. Eastern Time on May 21, 2025 to be counted.
●To vote in advance of the Annual Meeting using a printed proxy card, simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
●To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/CART2025, starting at 11:00 a.m. Pacific Time, on May 22, 2025. You will need to enter the control number located on the Notice, on your proxy card, or in the instructions that accompany your proxy materials. The webcast will open 15 minutes before the start of the Annual Meeting.
Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee. If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee, you should have received a Notice containing voting instructions from that nominee rather than from us. To vote online during the Annual Meeting, you must follow the instructions from such nominee.
What if I have technical difficulties or trouble accessing the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/CART2025.
How many votes do I have?
Each holder of shares of our common stock, whether registered in your name or held in "street name," will have one vote per share held as of the close of business on the Record Date.
3
What if another matter is properly brought before the Annual Meeting?
Our Board of Directors does not intend to bring any other matters to be voted on at the Annual Meeting and currently knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using their best judgment.
Can I vote my shares by filling out and returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the internet, by telephone, using a printed proxy card, or online during the Annual Meeting.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of yourshares are voted.
Can I change my vote or revoke my proxy after submitting a proxy?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:
●Submit another properly completed proxy card with a later date.
●Grant a subsequent proxy by telephone or through the internet by 11:59 p.m. Eastern Time on May 21, 2025.
●Send a timely written notice that you are revoking your proxy to our Secretary via email at investors@instacart.com.
●Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, change your vote or revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting.
If you are a beneficial owner of shares held in "street name" on your behalf by a brokerage firm, bank, or other nominee, you should follow the instructions provided by that nominee.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote through the internet, by telephone, by completing a proxy card, or online during the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the following recommendations of our Board of Directors:
●"FOR" the election of each of the Class II director nominees named in this Proxy Statement;
●"FOR" the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2025; and
4
●"FOR" the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement.
If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using their best judgment.
If I am a beneficial owner of shares held in "street name" and I do not provide my brokerage firm, bank, or other nominee with voting instructions, what happens?
An abstention represents a stockholder's affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares or withholds votes as to a particular proposal, or if a brokerage firm, bank, or other nominee holding its customers' shares of record causes abstentions or withheld votes to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions and withhold votes will be counted for purposes of determining the presence or absence of a quorum. However, because the outcome of Proposal No. 1 (election of directors) will be determined by a plurality vote, withhold votes and broker non-votes will have no impact on the voteas long as a quorum exists. In addition, because the outcomes of the remaining proposals (Proposals No. 2 and 3) require the affirmative vote of a majority of the votes cast on such matter, voting affirmatively or negatively (excluding abstentions and broker non-votes), abstentions and broker non-votes will have no impact on the outcomes of such proposals as long as a quorum exists in each case.
Brokerage firms, banks, and other nomineeshave discretionary voting power over "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under applicable rules and interpretations, "non-routine" matters are matters that may substantially affect the rights or privileges of stockholders, such as elections of directors (even if not contested), mergers, stockholder proposals, executive compensation, and certain corporate governance proposals, even if supported by management.
When a beneficial owner of shares held in "street name"does not give voting instructions to their broker, bank, or other nominee as to how to vote on matters deemed to be "non-routine," the broker, bank, or other such nominee cannot vote the shares. When there is at least one "routine" matter that the broker, bank, or other nominee votes on at a meeting, the uninstructed shares that are un-voted on "non-routine" matters are counted as "broker non-votes." Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.
Accordingly, even in the absence of voting instructions from you, your brokerage firm, bank, or other nominee may vote your shares on Proposal No. 2, which is considered a "routine" matter. Your brokerage firm, bank, or other nominee may not, however, vote your shares on Proposals No. 1 or 3, which are considered "non-routine" matters, without your voting instructions, which would result in a "broker non-vote." In such case, your shares would not be counted as having been voted on Proposals No. 1 or 3, as applicable.
If you are a beneficial owner of shares held in "street name," and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your brokerage firm, bank, or other nominee by the deadline provided in the materials you receive from your nominee.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count:
●For the proposal to elect two Class II directors, votes "FOR," "WITHHOLD," and broker non-votes;
●For the proposal to ratify the approval of PwC as our independent registered public accounting firm for the year ending December 31, 2025, votes "FOR," "AGAINST," and abstentions; and
5
●For the proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement, votes "FOR," "AGAINST," abstentions, and broker non-votes.
How many votes are needed to approve each proposal?
Proposal One. Directors are elected by a plurality of the votes of the shares present by remote communication or by proxy at the meeting and entitled to vote in the election of directors. "Plurality" means that the two Class II director nominees who receive the largest number of votes cast "FOR" such nominees, even if less than a majority, will be elected as directors. As a result, any shares not voted "FOR" a particular nominee, whether as a result of a "WITHHOLD" vote or a broker non-vote (in other words, where a brokerage firm has not received voting instructions from the beneficial owner for this proposal and as a result, does not have discretionary power to vote on the matter), will not be counted in such nominee's favor and will have no effect on the outcome of the election. You may vote "FOR" or "WITHHOLD" on each of the nominees for election as a director.
Proposal Two. The approval of the proposal to ratify the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative vote of a majority of the votes cast, voting affirmatively or negatively (excluding abstentions and broker non-votes). Abstentions will not have any effect on the outcome of this proposal. Because this is a routine proposal, your nominee will have discretionary authority to vote your shares if you do not provide instructions as to how your shares should be voted on this proposal, and we do not expect there to be any broker non-votes.
Proposal Three. The approval of the proposal to approve the compensation of our named executive officers on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast, voting affirmatively or negatively (excluding abstentions and broker non-votes). Abstentions and broker non-votes will have no effect on the outcome of this proposal.Because this proposal is an advisory vote, the result will not be binding on our Board of Directors or our company. Our Board of Directors and our Compensation Committee, however, will consider the outcome of the vote when determining the compensation of our named executive officers.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares of common stock entitled to vote at the Annual Meeting, measured as of the Record Date, are present at the Annual Meeting either by remote communication or by proxy.
Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, or other nominee) or if you attend the Annual Meeting by logging in with your control number. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting or holders of a majority of the voting power of the sharespresent at the Annual Meeting may adjourn the Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
We expect that preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K withinfour business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.
When are stockholder proposals due for next year's annual meeting?
Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Statement. To be considered for inclusion in next year's proxy statement, stockholder proposals submitted pursuant to Rule 14a-8
6
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be submitted in writing by December 9, 2025 to our Secretary at 50 Beale Street, Suite 600, San Francisco, California 94105, Attention: Secretary.
Requirements for Stockholder Proposals to be Brought before the Annual Meeting. Our Amended and Restated Bylaws provide that, for stockholder proposals (including director nominations) that are not to be included in next year's proxy statement pursuant to Rule 14a-8 under the Exchange Act to be considered at an annual meeting (including because they were not timely submitted for inclusion pursuant to Rule 14a-8 under the Exchange Act), stockholders must give timely advance written notice thereof to our Secretary at 50 Beale Street, Suite 600, San Francisco, California 94105, Attention: Secretary. In order to be considered timely, notice of a proposal (including a director nomination) for consideration at the 2026 annual meeting of stockholders that is not to be included in next year's proxy statement pursuant to Rule 14a-8 under the Exchange Act must be received by our Secretary in writing not earlier than the close of business on January 22, 2026 nor later than the close of business on February 21, 2026. However, if our 2026 annual meeting of stockholders is not held between April 22, 2026 and July 31, 2026, the notice must be received not earlier than the close of business on the 120th day prior to the 2026 annual meeting of stockholders, and not later than the close of business on the later of the 90th day prior to the 2026 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2026 annual meeting of stockholders is first made. Any such notice to the Secretary must include the information required by our Amended and Restated Bylaws.
Who is paying for this proxy solicitation?
We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners. If you choose to access the proxy materials and/or vote over the internet, you are responsible for any internet access charges you may incur.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
A number of brokerage firms with account holders who are our stockholders will likely be "householding" our proxy materials, a procedure which the SEC has approved. Under this procedure, companies and intermediaries (e.g., brokerage firms) can satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process potentially means extra convenience for stockholders and cost savings for companies. Once you have received notice from your brokerage firm that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent.
Upon written or oral request, we will coordinate the prompt delivery of a separate copy of the proxy materials to any stockholder at a shared address to which a single copy of documents was delivered. If you and another stockholder of record with whom you share an address participate in householding and you wish to receive an individual copy of our Proxy Materials now or discontinue your future participation in householding, please contact Broadridge Financial Solutions, Inc. toll-free at 1-866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Any stockholders who share the same address and receive multiple copies of our proxy materials who wish to receive only one copy in the future can contact their bank, broker or other nominee, or our investor relations department at 50 Beale Street, Suite 600, San Francisco, California 94105, Attention: Investor Relations or investors@instacart.com.
7
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board of Directors
The following table sets forth, for the Class II director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 7, 2025:
Name Age
Independent(1)
Title
Current Term Expires
Expiration of Term for which Nominated
Class II Director Nominees
Ravi Gupta
43
☑ Director
2025
2028
Daniel Sundheim
48
☑ Director
2025
2028
Class III Directors
Meredith Kopit Levien
54
☑ Director
2026
Michael Moritz
70
☑ Director
2026
Lily Sarafan*
43
☑ Director
2026
Class I Directors
Fidji Simo
39
Chief Executive Officer and Chair
2027
Victoria Dolan
65
☑
Director
2027
Mary Beth Laughton
48
☑
Director
2027
* Lead Independent Director.
(1)As defined in the listing standards of The Nasdaq Stock Market.
Set forth below is biographical information for the Class II director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director's experience, qualifications, attributes, or skills that led our Board of Directors to recommend them for board service. After providing several years of dedicated and valuable service, Frank Slootman's term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Therefore, he is not represented in the following biographical disclosures.
Nominees for Election at the Annual Meeting
Ravi Gupta. Mr. Gupta has served as a member of our Board of Directors since September 2023. Since November 2019, Mr. Gupta has served as a Partner at Sequoia Capital, a venture capital firm. From October 2015 to November 2019, Mr. Gupta served as our Chief Financial Officer, and from December 2016 to November 2019, Mr. Gupta also served as our Chief Operating Officer. From 2005 to 2015, Mr. Gupta served in a number of roles at Kohlberg Kravis Roberts & Co. L.P., a global investment firm, most recently as a director. Mr. Gupta currently serves on the boards of directors of a number of private companies. Mr. Gupta holds a B.S. from Duke University. Mr. Gupta was selected to serve on our Board of Directors because of his extensive financial and business expertise and his experience as an executive or director at high-growth technology companies.
8
Daniel Sundheim. Mr. Sundheim has served as a member of our Board of Directors since June 2020. Since 2018, Mr. Sundheim has served as the Founder and Chief Investment Officer of D1 Capital Partners L.P., an investment management firm. From 2002 to 2017, Mr. Sundheim served in various capacities at Viking Global Investors, an investment management firm, including as an analyst from 2002 to 2005, a portfolio manager from 2005 to 2010, as Co-Chief Investment Officer from 2010 to 2014, and as Chief Investment Officer from 2014 to 2017. Mr. Sundheim holds a B.S. in Economics from the Wharton School of the University of Pennsylvania. Mr. Sundheim was selected to serve on our Board of Directors because of his extensive financial and business expertise.
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Meredith Kopit Levien. Ms. Kopit Levien has served as a member of our Board of Directors since October 2021. Since September 2020, Ms. Kopit Levien has served as President and Chief Executive Officer of The New York Times Company, a media company, for which she previously served as Executive Vice President and Chief Operating Officer from June 2017 to September 2020, Executive Vice President and Chief Revenue Officer from 2015 to 2017, and Executive Vice President, Advertising from 2013 to 2015. Ms. Kopit Levien currently serves on the board of directors of The New York Times Company. Ms. Kopit Levien holds a B.A. from the University of Virginia. Ms. Kopit Levien was selected to serve on our Board of Directors because of her extensive experience in the media and advertising industries.
Michael Moritz. Mr. Moritz has served as a member of our Board of Directors since June 2013. Mr. Moritz currently serves as Senior Advisor to Sequoia Heritage, a private investment partnership, and from 1986 to July 2023, Mr. Moritz served as a Partner at Sequoia Capital, a venture capital firm. Mr. Moritz currently serves on the boards of directors of a number of private companies, including Klarna Inc., a financial technology company, and Formation Bio, Inc., a pharmaceutical company. Mr. Moritz previously served on the boards of directors of, among others, PhenomeX, Inc. (acquired by Bruker Corporation), a biotherapeutics company, from 2015 to 2023, LinkedIn Corporation, a professional networking company, Green Dot Corporation, a financial technology company, PayPal Holdings, Inc., a digital payments company, Google, a multinational technology company, and Yahoo!, Inc., a web services provider and digital media company. Mr. Moritz holds a bachelor's degree in History from Christ Church, Oxford and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Moritz was selected to serve on our Board of Directors because of his extensive experience in the investment industry, his knowledge of technology companies, and his service on the boards of directors of various private and public companies.
Lily Sarafan. Ms. Sarafan has served as a member of our Board of Directors since October 2021 and as our Lead Independent Director since October 2022. Since December 2020, Ms. Sarafan has served as Executive Chair of TheKey LLC, a premium provider of in-home care, for which she previously served as Chief Executive Officer from when she co-founded the company in February 2005 until December 2020. Ms. Sarafan currently serves on the board of directors of Serve Robotics, Inc., a developer of AI-powered low-emissions sidewalk delivery robots. Ms. Sarafan holds a B.S. in Science, Technology, and Society from Stanford University and an M.S. in Management Science and Engineering from Stanford University. Ms. Sarafan was selected to serve on our Board of Directors because of her extensive experience as a founder and executive.
9
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Fidji Simo. Ms. Simo has served as our Chief Executive Officer since August 2021, a member of our Board of Directors since January 2021, Chair of our Board of Directors since September 2023, and our President since December 2021. From January 2011 to August 2021, Ms. Simo served in various roles at Meta Platforms, Inc. (formerly Facebook, Inc.), a social networking company, including as Head of the Facebook App since March 2019, where she led a team of 6,000 people and was responsible for the development of Facebook, the flagship product of Meta. From 2007 to 2011, Ms. Simo served as Strategy Manager at eBay, Inc., an e-commerce company. Ms. Simo currently serves on the boards of directors of Shopify Inc., an e-commerce platform, and OpenAI, L.L.C., an artificial intelligence research and deployment company. Ms. Simo holds a Masters of Management from HEC Paris and spent the last year of her Masters program at the University of California, Los Angeles Anderson School of Management. Ms. Simo was selected to serve on our Board of Directors because of her deep product expertise as a senior executive at a major technology company.
Victoria Dolan. Ms. Dolan has served as a member of our Board of Directors since April 2024. Ms. Dolan served as Chief Financial Officer of Revlon, Inc., a personal care products company, from March 2018 to September 2022. From 2016 to 2018, Ms. Dolan served as Chief Transformation Officer of Colgate-Palmolive Company, a consumer products company, for which she also served as Corporate Controller and Principal Accounting Officer from 2011 to 2017 and as Vice President, Finance and Strategic Planning, European and South Pacific Division from 2008 to 2011. Before joining Colgate, Ms. Dolan held multiple management positions with Marriott International, Inc., a hospitality company, most recently as Executive Vice President and Chief Financial Officer of Marriott Vacation Club International, and The Coca-Cola Company, a beverage company. Ms. Dolan currently serves on the board of directors of Ranpak Holdings Corp., a provider of sustainable paper packing materials, and Ideal Industries, Inc., an appliances, electrical, and electronics manufacturer. She previously served on the board of directors of Stericycle, Inc. from May 2023 until its acquisition by Waste Management, Inc. in November 2024. On June 15, 2022, Revlon, Inc. and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Ms. Dolan holds a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. Ms. Dolan was selected to serve on our Board of Directors because of her experience as a chief financial officer of a large multinational company, experience with consumer product companies, and detailed knowledge regarding complex financial reporting matters.
10
Mary Beth Laughton. Ms. Laughton has served as a member of our Board of Directors since August 2024. Since January 2025, Ms. Laughton has served as President and Chief Executive Officer of Recreational Equipment, Inc. (REI), an outdoor gear and apparel company. From August 2023 to January 2025, Ms. Laughton served as the Head of Nike Global Direct to Consumer at Nike, Inc., an athletic apparel and footwear company. From October 2019 to March 2023, Ms. Laughton served as President and Chief Executive Officer of Athleta LLC, a women's activewear brand owned by Gap Inc. From 2012 to 2019, Ms. Laughton served in various roles at Sephora USA Inc., a personal care and beauty product retailer, including most recently as Executive Vice President of Omnichannel Retail. Before joining Sephora, Ms. Laughton held a variety of strategy, merchandising, and e-commerce roles at Nike. Ms. Laughton holds a B.S. in Accounting and Finance from Indiana University and an M.B.A. from Harvard Business School. Ms. Laughton was selected to serve on our Board of Directors because of her extensive experience leading high profile consumer brands.
Independence of our Board of Directors
Our common stock is listed on the Nasdaq Global Select Market ("Nasdaq"). Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company's board of directors. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees beindependent. Under the listing standards of Nasdaq, a director will only qualify as an "independent director" if the listed company's board of directors affirmatively determines that the director does not have a relationship that, in the opinion of the listed company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing standards of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule10C-1 under the Exchange Act and the listing standards of Nasdaq.
Our Board of Directors has undertaken a review of the independence of each director and director nominee. Based on information provided by each director concerning their background, employment, and affiliations, our Board of Directors has affirmatively determined that each of Victoria Dolan, Ravi Gupta, Mary Beth Laughton, Meredith Kopit Levien, Michael Moritz, Lily Sarafan, Frank Slootman and Daniel Sundheim is "independent" as that term is defined under the listing standards of Nasdaq. In making these affirmative determinations, our Board of Directors considered the current and prior relationships that each director has with Instacart and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the transactions involving them described in the section titled "Transactions with Related Persons."
Board Leadership
Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors and makes such recommendations to our Board of Directors as our Nominating and Corporate Governance Committee deems appropriate. Our Corporate Governance Guidelines also provide that, when our Board of Directors does not have an independent chairperson, the independentmembers of our Board of Directors will designate a "Lead Independent Director."
Currently, our Board of Directors believes that it is in the best interests of Instacart and our stockholders for our Chief Executive Officer, Ms. Simo, to serve as both Chief Executive Officer and Chair given her knowledge of our company and industry and her strategic vision. Because Ms. Simo has served and continues to serve in both these roles, our Board of Directors has appointed a Lead Independent Director, Lily Sarafan. As Lead Independent Director, Ms. Sarafan provides leadership to our Board of Directors if circumstances arise in which the role of Chief Executive Officer and Chairperson of our Board of Directors may be, or may be perceived to be, in conflict, and performs such additional duties as our Board of Directors may otherwise determine and delegate, including
11
presiding over periodic meetings of our independent directors and coordinating activities of independent directors. As Lead Independent Director, Ms. Sarafan also presides over the annual performance evaluation of the members of our Board of Directors and serves as a liaison between our Chief Executive Officer and Chair and the independent directors. Our Board of Directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board of Directors, and sound corporate governance policies and practices.
Role of our Board of Directors in Risk Oversight
Our Board of Directors oversees our risk management processes, which are designed to support the achievement of organizational objectives, improve long-term organizational performance, and enhance stockholder value while mitigating and managing identified risks. A fundamental part of our approach to risk management is not only understanding the most significant risks we face as a company and the necessary steps to manage those risks, but also deciding what level of risk is appropriate. Our Board of Directors plays an integral role in guiding management's risk tolerance and determining an appropriate level of risk.
While our full Board of Directors has overall responsibility for evaluating key business risks, its committees monitor and report to our Board of Directors on certain risks while management is responsible for the day-to-day oversight and management of certain risks. Our Audit Committee reviews and oversees guidelines, internal controls, and policies that govern our risk assessment and risk management program. Our Audit Committee also monitors our major financial, accounting, legal, compliance, investment, tax, cybersecurity, data privacy, fraud, and artificial intelligence risks, and the steps our management has taken to identify and control these exposures. In particular, our Audit Committee oversees management's design, implementation, and enforcement of our cybersecurity risk management program, which is integrated with our overall enterprise risk management program and reports on these topics to our Board of Directors, while management has overall responsibility for identifying, assessing, and managing these material risks. Our Audit Committee receives periodic reports from our Chief Information Security Officer regarding key cybersecurity risks facing the Company, our cyber risk management program, significant cybersecurity incidents involving us or our third-party service providers, and the progress of ongoing initiatives as well as the effectiveness of internal control and compliance mechanisms. Our Audit Committee, in turn, briefs our Board of Directors on its cybersecurity oversight activities as appropriate or necessary.Our Audit Committee also monitors compliance with legal and regulatory programs. Our Compensation Committee assesses and monitors whether our compensation policies and practices have the potential to encourage excessive risk-taking, evaluates policies and practices that could mitigate such risks, and plans for leadership succession. Our Nominating and Corporate Governance Committee oversees risks associated with director independence and the composition and organization of our Board of Directors, periodically reviews our Corporate Governance Guidelines and Code of Business Conduct and Ethics, and provides general oversight of our other corporate governance policies and practices.
In connectionwith its reviews of the operations of our business, our full Board of Directors addresses holistically the primary risks associated with our business, as well as the key risk areas monitored by its committees, including cybersecurity, artificial intelligence, and privacy risks. Our Board of Directors appreciates the evolving nature of our business and industry and oversees the monitoring and mitigation of new threats and risks as they emerge. In particular, our Board of Directors is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats or incidents.
At periodic meetings of our Board of Directors and its committees, management reports to and seeks guidance from our Board of Directors and its committees with respect to the most significant risks that could affect our business, such as legal and compliance risks, cybersecurity and privacy risks, and financial, tax, and audit-related risks. In addition, among other matters, management provides our Audit Committee with periodic reports on our compliance programs and investment policy and practices. We have implemented controls and procedures for our management to quickly escalate violations or breaches of our compliance programs, policies, and practices, as well as cybersecurity, privacy, and other risks, to our Board of Directors or an applicable committee.
12
Board and Committee Meetings
Our Board of Directors is responsible for the oversight of management and the strategy of Instacart and for establishing corporate policies. Our Board of Directors meets periodically during the year to review significant developments affecting Instacart and to act on matters requiring the approval of our Board of Directors. Our Board of Directors met five times during our last fiscal year. Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Our Audit Committee met five times during our last fiscal year. Our Compensation Committee met five times during our last fiscal year. Our Nominating and Corporate Governance Committee met three times during our last fiscal year. During our last fiscal year, each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which they had been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which they served during the periods that they served. We encourage our directors to attend our Annual Meeting. Six out of eight of our current directors who were serving at the time of our 2024 annual meeting of stockholders attended such meeting.
Nomination to Our Board of Directors
Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of our Nominating and Corporate Governance Committee in accordance with our Nominating and Corporate Governance Committee's charter, our policies, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Corporate Governance Guidelines, and the requirements of applicable law. In recommending candidates for nomination, our Nominating and Corporate Governance Committee considers candidatesrecommended by directors, officers, and employees, as well as candidates that are properly submitted by stockholders in accordance with our policies and Amended and Restated Bylaws, using the same criteria to evaluate all such candidates.
A stockholder that wishes to recommend a candidate for election to our Board of Directors may send a letter directed to our Secretary at 50 Beale Street, Suite 600, San Francisco, California 94105. The letter must include the candidate's name, age, business address and residence address, detailed biographical data and relevant qualifications, including the principal occupation or employment of such nominee, the class or series and number of shares of each class or series of capital stock of Instacart that are owned of record and beneficially by such nominee and list of any pledge of or encumbrances on such shares, the date or dates on which such shares were acquired and the investment intent of such acquisition, a signed letter from the nominee confirming willingness to serve, information regarding any relationships between the nominee and the Company, the questionnaire, representation, and agreement required by Section 3.2(e) of our Amended and Restated Bylaws, completed and signed by such nominee, and all other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest.
Stockholders also have the right under our Amended and Restated Bylaws to directly nominate director candidates, without any action or recommendation on the part of our Nominating and Corporate Governance Committee or our Board of Directors. Information regarding the process and required information to properly and timely submit stockholder nominations for candidates for membership on our Board of Directors is set forth in our Amended and Restated Bylaws and in this Proxy Statement under the heading "General Information-Questions and Answers-When are stockholder proposals due for next year's annual meeting?"
Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, our Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
Director Qualifications
In addition to the qualifications, qualities, and skills that are necessary to meet U.S. state and federal legal, regulatory, and Nasdaq listing requirements and the provisions of our Amended and Restated Certificate of
13
Incorporation, Amended and Restated Bylaws, Corporate Governance Guidelines, and Nominating and Corporate Governance Committee Charter, our Nominating and Corporate Governance Committee will consider the following minimum qualifications in considering any individual recommended or offered for nomination to our Board of Directors: (i) high personal and professional ethics and integrity; (ii) proven achievement and competence in the nominee's field and ability to exercise sound business judgment; (iii) skills that are complementary to those of our existing Board of Directors; (iv) the ability to assist and support management and make significant contributions to Instacart's success; and (v) an understanding of the fiduciary responsibilities that are required of a member of our Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
In its evaluation of nominees, our Nominating and Corporate Governance Committee will also take into consideration other factors, such as the current size and composition of our Board of Directors and the needs of our Board of Directors and its respective committees, as well as such factors as personal and professional experience and background, independence, area of expertise, potential conflicts of interest, other commitments, and the like.
Our Nominating and Corporate Governance Committee believes that having diverse personal and professional experiences and backgrounds represented on our Board of Directors provides a variety of perspectives, improves the quality of dialogue, and contributes to a more balanced and effective decision-making process. Of our current Board of Directors, 55% identify as women and 22% identify as an underrepresented minority.
Committees of Our Board of Directors
The composition and responsibilities of each standing committee of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Our Board of Directors may establish other committeesas it deems necessary or appropriate from time to time.
Name Audit Committee Compensation Committee Nominating and Corporate Governance Committee
Victoria Dolan
Ravi Gupta
Meredith Kopit Levien
Michael Moritz
Lily Sarafan
Daniel Sundheim
Committee Chairperson.
Committee Member.
14
Our Audit Committee
Members
●Victoria Dolan (Chairperson)
●Meredith Kopit Levien
●Michael Moritz
Qualifications
★Our Board of Directors has determined that each member of our Audit Committee satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act.
★The Chairperson of our Audit Committee is Victoria Dolan.
★Our Board of Directors has determined that Ms. Dolan is "financially sophisticated" under the listing standards of Nasdaq and an "audit committee financial expert" within the meaning of SEC regulations.
★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 of Directors has examined each Audit Committee member's scope of experience and the nature of their employment.
★Members of our Audit Committee may not serve on the audit committee of more than two other public companies without approval from our Board of Directors.
Primary Purpose
The primary purpose of our Audit Committee is to discharge the responsibilities of our Board of Directors 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.
Principal Responsibilities
Specific responsibilities of our Audit Committee include:
●helping our Board of Directors oversee our corporate accounting and financial reporting processes;
●managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements and the effectiveness of our internal control over financial reporting, when required;
●discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year end results of operations;
●developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
●reviewing related party transactions;
●overseeing the performance of our internal audit function;
●approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm;
●preparing the audit committee report that the SEC requires in our annual proxy statement;
●determining guidelines and policies with respect to risk assessment and risk management; and
●reviewing legal and regulatory compliance matters, including risks related to data privacy, information security, and cybersecurity.
Charter
 		Audit Committee Report
Our Audit Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available to our stockholders at investors.instacart.com.
The audit committee report is located in the section titled "Audit Committee Report."
15
Our Compensation Committee
Members
●Ravi Gupta (Chairperson)
●Meredith Kopit Levien
●Lily Sarafan
●Daniel Sundheim
Qualifications
★The Chairperson of our Compensation Committee is Ravi Gupta.
★Our Board of Directors has determined that each member of our Compensation Committee is independent under the listing standards of Nasdaq.
★Our Compensation Committee has a compensation subcommittee, consisting of Ravi Gupta, Lily Sarafan, and Daniel Sundheim, to which our Compensation Committee has delegated the responsibility for approving transactions between us and our officers and directors that are within the scope of Rule 16b-3 under the Exchange Act. Each of Ravi Gupta, Lily Sarafan, and Daniel Sundheim is a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act.
Primary Purpose
The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board of Directors 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.
Principal Responsibilities
Specific responsibilities of our Compensation Committee include:
●reviewing and approving (or recommending to our Board of Directors) the compensation of our chief executive officer and other executive officers;
●reviewing and approving (or recommending to our Board of Directors) the compensation of our directors;
●administering our equity incentive plans and other benefit programs;
●reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management;
●reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy for our executive officers and directors;
●reviewing matters relating to human capital management; and
●reviewing succession planning for our executive leadership team.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2024, our Compensation Committee consisted of Ravi Gupta, Meredith Kopit Levien, Lily Sarafan, and Daniel Sundheim. None of the members of our Compensation Committee is currently or has been at any time one of our officers or employees, except for Ravi Gupta, who served as our Chief Financial Officer from October 2015 to November 2019, and as our Chief Operating Officer from December 2016 to November 2019. None of our executive officers currently serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee. See the section titled "Transactions with Related Persons" for information about related party transactions involving certain members of our Compensation Committee or their affiliates.
16
Processes and Procedures for Compensation Decisions
Delegation of Authority
Our Compensation Committee is primarily responsible for establishing and reviewing our overall compensation strategy. See the section titled "Executive Compensation-Compensation Discussion and Analysis-How We Determine Executive Compensation" for information about our processes and procedures for compensation decisions.
Under its charter, our Compensation Committee may form and delegate authority to one or more subcommittees.
Charter Compensation Committee Report
Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available to our stockholders at investors.instacart.com.
The compensation committee report is located in the section titled "Executive Compensation-Compensation Committee Report."
Our Nominating and Corporate Governance Committee
Members
●Michael Moritz (Chairperson)
●Ravi Gupta
●Lily Sarafan
Qualifications
★The Chairperson of our Nominating and Corporate Governance Committee is Michael Moritz.
★Our Board of Directors has determined that each member of our Nominating and Corporate Governance Committee is independent under the listing standards of Nasdaq.
Principal Responsibilities
Specific responsibilities of our Nominating and Corporate Governance Committee include:
●identifying and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on our Board of Directors;
●considering and making recommendations to our Board of Directors regarding the composition and chairpersonship of the committees of our Board of Directors;
●developing and making recommendations to our Board of Directors regarding corporate governance guidelines and matters;
●reviewing and considering environmental, social responsibility, and sustainability matters; and
●overseeing periodic evaluations of our Board of Directors' performance, including committees of our Board of Directors.
Charter
Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available to our stockholders at investors.instacart.com.
17
Corporate Governance Policies and Practices
Stockholder Communications with our Board of Directors
Stockholders who wish to communicate with our Board of Directors, our non-management directors, or individual directors may send messages to our Secretary at 50 Beale Street, Suite 600, San Francisco, California 94105. In accordance with our Corporate Governance Guidelines, our General Counsel or Legal Department, in consultation with appropriate directors as necessary, will review all incoming stockholder communications. If appropriate, our General Counsel or Legal Department will route such communications to the appropriate director(s), the Chairperson of our Nominating and Corporate Governance Committee, or our Lead Independent Director.
Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines to ensure that our Board of Directors has the necessary practices in place to review and evaluate Instacart's business operations and make decisions that are independent of our management. The Corporate Governance Guidelines set forth the practices our Board of Directors intends to follow with respect to, among other things, board composition and selection, board leadership, board meetings, board qualifications, board committees, chief executive officer evaluation and succession planning, stockholder communications with directors, and director education. Our CorporateGovernance Guidelines also indicate that directors should advise our Nominating and Corporate Governance Committee of any invitations to join the board of another public company, no director should serve on more than four additional public company boards without the approval of our Board of Directors, and our Chief Executive Officer shall not serve on more than one additional public company board without the approval of our Board of Directors. The Corporate Governance Guidelines, as well as the charters for each committee of our Board of Directors, are posted on our website at investors.instacart.com.
Code of Business Conduct and Ethics
We maintain a Code of Business Conduct and Ethics that is applicable to all our employees, officers, contractors, and directors, including our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions. Our Code of Business Conduct and Ethics is available on our Investor Relations website at investors.instacart.com. We intend to disclose any substantive amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements granted to any director or executive officer, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, on our website as set forth above, if required by applicable law or the listing standards of Nasdaq.
Insider Trading Policy
We have adopted an Insider Trading Policy, as well as other procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and certain contractors. We also follow such procedures, as applicable, as well as applicable laws, rules, and regulations, when engaging in transactions in our securities, including repurchases of our securities. We believe our policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report.
Prohibition on Hedging and Pledging
Our Insider Trading Policy prohibits our employees, directors, and subject consultants from engaging in inherently speculative transactions, including short sales and transactions in put options, call options, or other derivative securities, hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and pledging transactions, including securities held in margin accounts and otherwise pledged as collateral for a loan.
18
DIRECTOR COMPENSATION
Non-Employee Director Compensation
We have adopted a non-employee director compensation policy, pursuant to which each member of our Board of Directors who is not also serving as an employee of or consultant to Instacart or any of its subsidiaries receives the compensation described below. This policy may be amended or waived at any time in the sole discretion of our Board of Directors or our Compensation Committee.
Annual Cash Compensation
Under our current non-employee director compensation policy, which was amended in November 2024 and took effect on January 1, 2025, each non-employee director is entitled to receive the following cash compensation for services on our Board of Directors and committees of our Board of Directors, as follows:
●$50,000 annual cash retainer for service as a member of our Board of Directors;
●$30,000 annual cash retainer for service as Independent Chairperson or Lead Independent Director;
●$15,000 annual cash retainer for service as a member of our Audit Committee and $25,000 annual cash retainer for service as Chairperson of our Audit Committee (in lieu of the committee member service retainer);
●$10,000 annual cash retainer for service as a member of our Compensation Committee and $20,000 annual cash retainer for service as Chairperson of our Compensation Committee (in lieu of the committee member service retainer); and
●$7,500 annual cash retainer for service as a member of our Nominating and Corporate Governance Committee and $15,000 annual cash retainer for service as Chairperson of our Nominating and Corporate Governance Committee (in lieu of the committee member service retainer).
Prior to the amendment in November 2024, our non-employee director compensation policy in effect for the fiscal year ended December 31, 2024 provided for a $25,000 annual cash retainer for service as Independent Chairperson or Lead Independent Director.
The annual cash compensation amounts are payable in equal quarterly installments, in arrears on or promptly following the last day of each fiscal quarter in which the service occurred, pro-rated for any partial quarter of service (based on days served in the applicable quarter).
Initial RSU Grant
Under our non-employee director compensation policy, each non-employee director appointed to our Board of Directors will automatically, on the date of such non-employee director's initial election or appointment to our Board of Directors, be granted restricted stock units ("RSUs") with an aggregate grant date fair value of $250,000 (the "Initial RSU Grant"). Each Initial RSU Grant will vest in equal annual installments over a three-year period, such that the Initial RSU Grant is fully vested on the third anniversary of the initial appointment date, subject to the non-employee director's Continuous Service (as defined in the 2023 Equity Incentive Plan (the "2023 Plan")) through each applicable vesting date.
Annual RSU Grant
On the date of each annual meeting of stockholders, unless waived by such director, each non-employee director will automatically be granted RSUs with an aggregate grant date fair value of $250,000 (the "Annual RSU
19
Grant").The Annual RSU Grant will vest in full on the earlier of (i) the date of the following year's annual meeting of stockholders (or the date immediately prior if the non-employee director's service as a director ends at such annual meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of the annual meeting of stockholders at which the Annual RSU Grant was made, in each case, subject to the non-employee director's Continuous Service (as defined in the 2023 Plan)through such vesting date.
Pro-Rated Annual Grant
Under our non-employee director compensation policy, each non-employee director who is first elected or appointed to our Board of Directors on a date other than the date of an annual meeting of stockholders, will automatically upon such director's initial election or appointment and in lieu of the Annual RSU Grant, be granted RSUs with an aggregate grant date fair value equal to (i) (A) $250,000 multiplied by (B) the fraction obtained by dividing (1) the number of days between the date such person is elected or appointed and the first anniversary of the most recent annual meeting of stockholders by (2) 365, divided by (ii) the average fair market value of a share of our common stock for the market trading days that occur in the completed calendar month immediately prior to the calendar month in which the initial election or appointment of such director occurs, rounded down to the nearest whole share (the "Pro-rated Annual Grant"). The Pro-rated Annual Grant will vest on the earlier of (i) the one-year anniversary of the initial election or appointment date or (ii) the day prior to the date of the annual meeting of stockholders following the initial election or appointment date, in each case, subject to the non-employee director's Continuous Service (as defined in the 2023 Plan)through such vesting date.
Acceleration
Our non-employee director compensation policy provides that each Initial RSU Grant, Annual RSU Grant, and Pro-rated Annual Grant (if applicable) will vest in full upon a Change in Control (as defined in the 2023 Plan), subject to the non-employee director's Continuous Service (as defined in the 2023 Plan) through the date of such Change in Control.
Expenses
We reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participationin meetings of our Board of Directors and its committees.
Compensation Limit
Our non-employee director compensation policy provides that the aggregate cash compensation and equity compensation that each non-employee director is eligible to receive is subject to the limits set forth in Section 3(d) of the 2023 Plan.
20
Director Compensation Table
The following table sets forth information regarding compensation earned by or paid to our directors for the year ended December 31, 2024 for service as directors, other than Fidji Simo, our Chief Executive Officer, who is also a member of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of Ms. Simo as a named executive officer is set forth below under "Executive Compensation-Executive Compensation Tables-Summary Compensation Table."
Name Fees Earned or Paid in Cash
($)
Stock Awards
($)(1)(7)
Total
($)
Victoria Dolan(2)
52,692 475,702 528,394
Ravi Gupta 73,407 211,524 284,931
Mary Beth Laughton(3)
18,750 416,730 435,480
Meredith Kopit Levien 79,093 211,524 290,617
Michael Moritz 80,000 211,524 291,524
Lily Sarafan 92,500 211,524 304,024
Frank Slootman(4)
50,000 211,524 261,524
Dan Sundheim 60,000 211,524 271,524
Jeff Jordan(5)
20,604 - 20,604
Barry McCarthy(6)
30,907 - 30,907
(1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our directors.
(2)Ms. Dolan was appointed to our Board of Directors on April 12, 2024.
(3)Ms. Laughton was appointed to our Board of Directors on August 16, 2024.
(4)Mr. Slootman's term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors.
(5)Mr. Jordan retired from and did not stand for re-election to our Board of Directors when his term expired on May 29, 2024, the date of our 2024 annual meeting of stockholders.
(6)Mr. McCarthy retired from and did not stand for re-election to our Board of Directors when his term expired on May 29, 2024, the date of our 2024 annual meeting of stockholders.
(7)The following table sets forth the aggregate number of shares underlying unvested stock awards held by our directors, other than Fidji Simo, as of December 31, 2024:
Name Number of Shares Underlying Unvested RSUs
(#)
Victoria Dolan 13,828
Ravi Gupta 12,397
Mary Beth Laughton 12,954
Meredith Kopit Levien 6,841
Michael Moritz 6,841
Lily Sarafan 6,841
Frank Slootman 6,841
Dan Sundheim 6,841
Jeff Jordan -
Barry McCarthy -
21
PROPOSAL ONE:
ELECTION OF DIRECTORS
Our Board of Directors currently consists of nine members and is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal.
Our directors are divided into the three classes as follows:
●the Class II directors are Ravi Gupta, Frank Slootman, and Daniel Sundheim, whose terms will expire at the Annual Meeting;
●the Class III directors are Meredith Kopit Levien, Michael Moritz, and Lily Sarafan, whose terms will expire at the annual meeting of stockholders to be held in 2026; and
●the Class I directors are Victoria Dolan, Mary Beth Laughton, and Fidji Simo, whose terms will expire at the annual meeting of stockholders to be held in 2027.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Any vacancies on our Board of Directors resulting from death, resignation, disqualification, removal, or other causes and any newly created directorships resulting from any increase in the number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of our Board of Directors, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified or such director's earlier death, resignation or removal.The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Instacart.
Mr. Gupta and Mr. Sundheim are currently members of our Board of Directors, and, at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for re-election to serve as Class II directors. Each of these nominees has agreed to stand for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2028 and until their successor has been duly elected and qualified, or until the director's earlier death, resignation, or removal. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which our Board of Directors does not expect to occur), proxies may be voted by the proxyholders in accordance with the recommendation of our Board of Directors.
Mr. Slootman's term will expire at the Annual Meeting and he will not be standing for re-election to our Board of Directors. Accordingly, the size of our Board of Directors will be automatically reduced from nine directors to eight directors at the conclusion of the Annual Meeting.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"THE ELECTION OF RAVI GUPTA AND DANIEL SUNDHEIM AS CLASS II DIRECTOR NOMINEES.
22
PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed PwC as our independent registered public accounting firm for the year ending December 31, 2025, and has further directed that management submit the appointment of PwC as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. PwC has served asour independent registered public accounting firm since 2017. Representatives of PwC are expected to be present during the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Amended and Restated Bylaws nor other governingdocuments or law require stockholder ratification of the appointment of PwC as our independent registered public accounting firm. However, our Audit Committee is submitting the appointment of PwC to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment, our Audit Committee will review its future appointment of PwC as our independent registered public accounting firm. Even if the appointment is ratified, our Audit Committee may, in its sole discretion, direct the appointment of different independent auditors at any time during the fiscal year if they determine that such a change would be in the best interests of Instacart and its stockholders.
Principal Accountant Fees and Services
The following table represents aggregate fees billed tous and, for the year ended December 31, 2024, fees expected to be billed to us by PwC for the periods set forth below.
Year Ended December 31,
2024
2023
(in thousands)
Audit Fees(1)
$ 9,742 $ 6,949
Audit-Related Fees(2)
- 400
Tax Fees(3)
217 151
All Other Fees(4)
2 1
Total Fees
$ 9,961 $ 7,501
(1)Consists of fees incurred for professional services rendered in connection with the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and audit services in connection with other regulatory or statutory filings. This category also includes fees in connection with our initial public offering and accounting consultations and audit services incurred in connection with nonrecurring transactions.
(2)Consists of fees incurred for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements and which were not reported above under "Audit Fees." For fiscal year 2023, this includes fees incurred for professional services with respect to the post-assessment of internal controls.
(3)Consists of fees incurred for professional services for tax planning, tax consulting, and tax compliance services.
(4)Consists of fees incurred for permitted products and services other than those that meet the criteria above. Such fees are related to certain software subscription fees for fiscal years 2023 and 2024.
Pre-Approval Policies and Procedures
Our Audit Committee approves all audit and non-audit related services that our independent registered public accounting firm provides to us in accordance with our Audit and Non-Audit Services Pre-Approval Policy. Pursuant to such policy, pre-approval may be given by our Audit Committee or the Chairperson thereof in connection with approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service.
23
All of the services relating to the fees described in the table above were pre-approved by our Audit Committee in accordance with our Audit Committee's pre-approval policies and procedures.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
24
PROPOSAL THREE:
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers as disclosed in this Proxy Statementin accordance with the compensation disclosure rules of the SEC. We currently intend to hold such votes annually. Accordingly, this proposal is being presented at the Annual Meeting. As described in detail under the section titled "Executive Compensation-Compensation Discussion and Analysis," we seek to closely align the interests of our named executive officers with the interests of our stockholders.
Our compensation programs are designedto effectively align our executives' interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.
Stockholders are urged to read the section titled "Executive Compensation" and, in particular, the section titled "Executive Compensation-Compensation Discussion and Analysis" in this Proxy Statement, which discusses how our executive compensation policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Board of Directors and our Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achievingour compensation program goals.
The text of the resolution in respect of Proposal Three is as follows:
"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED."
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.
The vote is advisory, which means that the vote is not binding on us, our Board of Directors, or any of its designated committees. To the extent there is any significant vote against our named executive officer compensation as disclosed in this Proxy Statement, our Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
25
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of Maplebear Inc. (the "Company"). The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the Securities and Exchange Commission (the "SEC"). The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOBregarding the independent accountants' communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP the accounting firm's independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.
Respectfully submitted by the members of the Audit Committeeof the Board of Directors.
Victoria Dolan (Chairperson)
Meredith Kopit Levien
Michael Moritz
The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of Instacart under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
26
EXECUTIVE OFFICERS
The following table sets forth information for our executive officers as of April 7, 2025:
Name Age Title
Fidji Simo
39
President, Chief Executive Officer, and Chair
Emily Reuter
41
Chief Financial Officer and Treasurer
Morgan Fong
49
General Counsel and Secretary
Daniel Danker
44
Chief Product Officer
Fidji Simo. Ms. Simo's biography is located in the section titled "Information Regarding Our Board of Directors and Corporate Governance-Our Board of Directors-Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders" above.
Emily Reuter. Ms. Reuter has served as our Chief Financial Officer since May 2024 and previously served as our Vice President, Finance from January 2024 to May 2024. From May 2014 to November 2020 and May 2021 to November 2023, Ms. Reuter served in a number of roles at Uber Technologies, Inc., a technology-based mobility provider, including most recently in finance leadership roles as Vice President, Head of Corporate Finance from February 2023 to November 2023 and Vice President, Chief Financial Officer of Mobility, Uber's global rides segment, from May 2021 to January 2023, and prior to that, as Head of Investor Relations from September 2019 to November 2020. From December 2020 to March 2021, Ms. Reuter served as Vice President of Operations of Color Health, Inc., a healthcare company focused on detection and care management. Ms. Reuter holds a B.A. in Political Science from Yale University and an M.B.A. from the Stanford University Graduate School of Business.
Morgan Fong. Mr. Fong has served as our Secretary since December 2020 and our General Counsel since 2016 after serving as our Director of Legal from 2015 to 2016. From 2013 to 2015, Mr. Fong served as Director and Senior Corporate Counsel for Trulia, Inc., a real estate platform and current subsidiary of Zillow Group, Inc., a real estate database company. From 2004 to 2013, Mr. Fong served as an attorney at Fenwick & West LLP, a private law firm, and from 2000 to 2004, Mr. Fong served as an attorney at Wilson Sonsini Goodrich & Rosati, P.C., a private law firm. Mr. Fong holds a B.A. in Economics and East Asian Studies from Yale University and a J.D. from the University of California, Berkeley School of Law.
Daniel Danker. Mr. Danker has served as our Chief Product Officer since July 2022 and previously served as our Vice President, Head of Product from December 2021 to July 2022 and as our Vice President, Shopper & Fulfillment from March 2021 to December 2021. From February 2020 to March 2021, Mr. Danker served as Head of Product, Uber Eats at Uber where he oversaw the development of the strategy and roadmap for the Uber Eats offering. From July 2018 to February 2020, Mr. Danker served as Senior Director of Product, Driver at Uber. From 2016 to 2018, Mr. Danker served as Product Director, Video at Meta. Prior to that, Mr. Danker worked in various program and product roles, including as Chief Product Officer of Shazam, a music discovery app. Mr. Danker holds a B.A. in Mass Communications from the University of California, Berkeley.
27
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy and objectives, discusses our executive compensation program and policies, and analyzes how and why our Compensation Committee arrived at the specific fiscal year 2024 compensation decisions with respect to the following current and former executive officers during the fiscal year ended December 31, 2024, who are collectively referred to herein as our "named executive officers:"
Name Position(s)
Fidji Simo Chief Executive Officer and President
Emily Reuter(1)
Chief Financial Officer and Treasurer
Morgan Fong General Counsel and Secretary
Nick Giovanni(2)
Former Chief Financial Officer and Treasurer
Asha Sharma(3)
Former Chief Operating Officer
(1)We hired Emily Reuter in January 2024 as our Vice President, Finance. In connection with Mr. Giovanni's resignation from his position as our Chief Financial Officer on May 10, 2024, Ms. Reuter was promoted to Chief Financial Officer effective as of May 10, 2024.
(2)On May 7, 2024, Nick Giovanni informed us of his decision to resign from his position as our Chief Financial Officer, effective May 10, 2024. Mr. Giovanni remained employed with us in a non-executive capacity through July 1, 2024 in order to support the transition of his duties to Ms. Reuter.
(3)On February 9, 2024, Asha Sharma informed us of her decision to resign from her position as our Chief Operating Officer, effective March 1, 2024.
Executive Summary
At Instacart, we are powering the future of grocery through technology. We want to enable any retailer, large or small, to drive success both online and in-store and serve customers in all the ways they choose to shop. To do this, we have spent more than a decade investing in purpose-built technologies that can solve a wide array of complex challenges in grocery. We remain relentlessly focused on driving profitable growth and are investing in our talent, technologies, and products so that we can continue to generate more value for consumers, retailers, brands, and shoppers and, as we do that, for stockholders as well.
Business Highlights
Fiscal Year 2024 Company Financial Performance
As the leading grocery technology company in North America, we are deeply committed to driving more value for all four sides of the Instacart marketplace: customers, retailers, brands, and shoppers. In fiscal year 2024, by making our service better and more valuable for our customers and enhancing our technologies for retailers, brands, and shoppers, we strengthened our leadership position in online grocery. This showed up in our solid fiscal year 2024 financial results, which demonstrated ongoing momentum in order and GTV growth and expanding profitability as highlighted below.
●GTV of $33,461 million, up 10% year-over-year.
●Orders of 294.0 million, up 9% year-over-year.
●Total revenue of $3,378 million, up 11% year-over-year, representing 10.1% of GTV.
●GAAP gross profit of $2,542 million, up 12% year-over-year, representing 7.6% of GTV and 75% of total revenue.
28
●GAAP net income of $457 million, representing 1.4% of GTV and 14% of total revenue, was up $2,079 million year-over-year, reflecting a $2,456 million decrease in stock-based compensation expense (SBC), which was significantly elevated in connection with our IPO in the prior year.(1)
●Adjusted EBITDA of $885 million, up 38% year-over-year, representing 2.6% of GTV and 26% of total revenue.(2)
(1)In fiscal year 2023, we expensed $2,756 million of SBC primarily associated with the cumulative vesting of certain equity awards in connection with our initial public offering related to grants made before we became a public company, compared to $300 million of SBC in fiscal year 2024.
(2)To supplement our consolidated financial statements prepared and presented in accordance with GAAP, we use adjusted EBITDA, a non-GAAP measure, to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes. For a full reconciliation of adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations-Non-GAAP Financial Measures-Adjusted EBITDA, Adjusted EBITDA as a Percent of GTV, and Adjusted EBITDA Margin" of the 2024 Annual Report.
29
Fiscal Year 2024 Company Compensation Highlights
Highlights of our fiscal year 2024 executive compensation program include:
●Base Salary. Other than with respect to Ms. Simo and Ms. Reuter, our Compensation Committee did not change the base salaries for our named executive officers from fiscal year 2023 levels. Ms. Simo's base salary was increased to $1,000,000, effective as of April 1, 2024, in recognition of her significant contributions to our growth and performance and to ensure that we provide a market competitive cash compensation opportunity consistent with our retention and motivation objectives. In addition, Ms. Reuter's base salary was increased to $500,000, effective as of May 10, 2024, in connection with her promotion to Chief Financial Officer.
●No Annual Cash Bonus. Consistent with prior years, we did not maintain any formal performance cash bonus plan for our named executive officers with respect to fiscal year 2024.
●Annual Equity Awards. We grant the majority of our named executive officers' total direct compensation in the form of RSUs, to promote our long-term success by aligning executives' interests with those of our stockholders and focusing on sustained performance and company growth. Awards granted in 2024 included annual refresh awards for Ms. Simo and Mr. Fong, and new hire and promotion awards for Ms. Reuter.
●2022 PSU Award Modification. In November 2024, the Compensation Committee amended the 2022 PSU award previously granted to Ms. Simo to change the market capitalization goals to corresponding stock price goals ranging from $43.32 per share to $86.64 per share. The Compensation Committee believes the change from market capitalization to stock price goals was necessary to achieve the original intent of the PSU award and to appropriately reflect the value creation it intended to reward at the time the 2022 PSU award was originally granted. No other terms of the 2022 PSU award were changed, including the one-year post-vesting holding requirement for any shares of common stock issued. See "2024 Executive Compensation Program-Long-Term Incentive Compensation" for additional information.
Stockholder Advisory Vote Results
At our 2024 annual meeting of stockholders, we held our first advisory vote on our executive compensation program. Over 99% of votes cast were in favor of the proposal, indicating extremely strong support for our executive compensation program. Accordingly, we continued to use substantially similar compensation vehicles in 2024, comprised of base salary and long-term equity incentives.
In addition, our stockholders expressed a strong preference that we hold an advisory vote on our executive compensation on an annual basis, and as such, the next advisory vote will occur at the Annual Meeting.
Compensation Philosophy and Objectives
Our Compensation Committee has oversight of our executive compensation programs and evaluates their competitiveness and function so that we maintain our ability to attract and retain superior employees in key positions and motivate strong performance against our strategic goals while creating stockholder value.
As our business and company continue to transform, our compensation programs continue to evolve and develop into those appropriate to our size and stage of business. We continue to carefully evaluate our compensation arrangements and develop programs that we feel are the most appropriate to drive results for our company and our stockholders. As we make changes to expand our business, we focus on ensuring that our pay program aligns our executives' compensation with our stockholders' interests and our company's performance over the long term.
30
Specifically, our executive compensation program is designed to:
●attract, retain, and motivate top talent;
●align our compensation structures with our strategic needs and market practices;
●provide incentives that align our executives' interests with those of our stockholders; and
●promote consistency and internal equity amongst our executive team.
Our executive compensation program adheres to the following practices:
What We Do
What We Don't Do
✔ Deliver a majority of compensation through long-term equity incentives
✔ Determine incentive opportunities based on corporate and individual performance
✔ Assess risks of our compensation program
✔ Retain an independent compensation consultant
✔ Broadly use double-trigger change in control arrangements
✗ No tax reimbursements or tax gross-ups on severance or change in control payments
✗ No special executive welfare or health benefits, or retirement plans not available to our employees generally
✗ No guaranteed salary increases or annual bonuses
✗ No excessive perquisites
✗ No hedging or pledging of our stock
How We Determine Executive Compensation
Our Compensation Committee is responsible for reviewing and approving the compensation of our Chief Executive Officer and other executive officers, including base salaries, short-term and long-term incentive compensation, the size and structure of equity awards, and any executive perquisites. Our Compensation Committee makes decisions on a case-by-case basis and considers market insights, competitive dynamics, prior experience, and future role with Instacart in structuring a total compensation package for our executive officers.
Our Compensation Committee generally determines the principal components of compensation for our executive officers on an annual basis; however, decisions may be made at other times for new hires, promotions, or other special circumstances as our Compensation Committee determines appropriate.
Role of Management
Our Compensation Committee has worked with and received information and analyses from management, including within our legal, finance, and human resources departments, and our Chief Executive Officer, and considered such information and analyses in determining the structure and amount of compensation to be paid to our executive officers, including our named executive officers. Our Chief Executive Officer evaluates and provides to our Compensation Committee executive officer performance assessments and management's recommendations and proposals regarding executive officer compensation programs and decisions affecting all components of compensation, and other compensation-related matters outside of the presence of any other named executive officers. However, our Compensation Committee retains the final authority to make all compensation decisions for our named executive officers, including our Chief Executive Officer.
From time to time, various other members of management and other employees, as well as outside advisors or consultants, may be invited to make presentations, provide financial or other background information or advice, or otherwise participate in meetings of our Board of Directors and Compensation Committee. Members of management, including our Chief Executive Officer, may attend portions of our Board of Directors or Compensation Committee meetings; however, no member of management or any other employee, including our Chief Executive Officer, may be present during decisions regarding the compensation of our Chief Executive Officer or their own compensation.
31
Role of Compensation Consultant
Our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Semler Brossy served as our Compensation Committee's independent compensation consultant until May 2024, at which point our Compensation Committee engaged Compensia to provide guidance regarding the amount and types of compensation that we pay our executive officers, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with the independent compensation consultant, and other compensation-related matters. Compensia reports directly to our Compensation Committee, although Compensia may meet with members of management for the purposes of gathering information on proposals that management may make to our Compensation Committee. Compensia does not provide any services to us other than the services provided to our Compensation Committee. Unless the context otherwise indicates, references to our Compensation Committee's independent compensation consultant in this Compensation Discussion and Analysis will be deemed to refer to Semler Brossy for periods prior to May 2024 and to Compensia for the period commencing May 2024.
Our Compensation Committee has assessed the independence of Semler Brossy and Compensia, taking into account, among other things, the factors set forth in Rule 10C-1 of the Exchange Act and the listing standards of Nasdaq and concluded that no conflict of interest exists with respect to the work that Semler Brossy performed or Compensia performs for our Compensation Committee.
Use of Competitive Market Compensation Data
When making compensation decisions, our Compensation Committee believes that it is important to be informed as to the current practices of comparable companies with which we compete for top talent. To this end, our Compensation Committee worked with the independent compensation consultant to compile a list of our peer companies to be considered, among other factors, in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by the independent compensation consultant, along with other factors, serve as an important reference point when setting compensation for our executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success.
Compensation Peer Group
For fiscal year 2024, our Compensation Committee, upon recommendation from its independent compensation consultant, approved a group of companies that would be appropriate peers to be considered, among other factors, when making compensation decisions, based on the following criteria:
●Industry (Internet & Direct Marketing Retail, IT Services, Interactive Media & Services, Media Software, Entertainment, and other technology companies);
●Scale (based on revenue and market capitalization);
●Talent profile (companies with which we compete for executive talent); and
●Business characteristics (companies with a digital marketplace or operation-based component, strong consumer-facing brand, or technology-oriented industry leaders driving disruption in their core business segment).
Using the above criteria, the following 18 companies were identified by our Compensation Committee as appropriate comparators for our compensation peer group for the purpose of informing executive pay decisions for fiscal year 2024, which was the same peer group used in fiscal year 2023:
32
Airbnb, Inc. Lyft, Inc. Snowflake Inc.
Datadog, Inc. Match Group, Inc. Splunk Inc.
DoorDash, Inc. Peloton Interactive, Inc.
X Corp. (formerly Twitter, Inc.)
Dropbox, Inc. Pinterest, Inc. Uber Technologies, Inc.
Etsy, Inc. Robinhood Markets, Inc. Zillow Group, Inc.
GoDaddy Inc. Snap Inc. Zoom Video Communications, Inc.
Factors Used in Determining Executive Compensation
Our Compensation Committee sets the compensation of our executive officers at levels it determines to be competitive and appropriate for each executive officer, using the professional experience and judgment of our Compensation Committee members. Although market data is used as a reference point to inform initial guidelines, our Compensation Committee believes executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year, and accordingly, pay decisions are not made by use of a rigid formulaic approach or benchmark. In making executive compensation decisions, our Compensation Committee generally takes into consideration the following factors:
●Our company's performance and existing business needs
●Each executive officer's individual performance, scope of job function and criticality of the skill set
●The need to attract new talent and retain existing talent in a highly competitive industry
●Our Chief Executive Officer's recommendations (other than for herself)
●Internal pay equity
●Our company's culture and values
●Our Compensation Committee's judgment
●Each executive officer's value of unvested equity vesting per year, remaining unvested equity and total company ownership
●Aggregate compensation cost and impact on stockholder dilution
●Positioning relative to peers in market
Key Components and Design of the Executive Compensation Program
Total Direct Compensation
Our executive compensation program focuses on total direct compensation, which currently consists of base salary and the target value long-term incentive equity awards vesting within the year. Our Compensation Committee takes a holistic approach to compensation and seeks to ensure that the aggregate level of pay, across all pay elements, is meeting our desired objectives for each executive officer.
In evaluating our executive compensation policies and programs, we consider both the performance and skills of each of our executive officers, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package to each of our executive officers that is predominantly at-risk in the form of equity compensation awards to align their incentives with long-term value creation for our stockholders. We believe that this approach is well-designed relative to our current stage of maturity to appropriately incentivize holistic performance against our corporate objectives and maximizes stockholder value creation. Our Compensation Committee uses its judgment to establish a total compensation program for each executive officer that is a mix of base salary and long-term incentive compensation, which it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives.
Elements of Executive Compensation
Executive compensation generally consists of the following two principal components: base salary and long-term incentive compensation. We may provide our executive officers with sign-on bonuses on a case-by-case basis,
33
severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans. The following chart summarizes the principal elements of our executive compensation program, their objectives, and key features.
Element Objectives Key Features
Base Salary Provides a fixed amount of annual cash income for performing job responsibilities. Fixed compensation that is periodically reviewed and adjusted if and when appropriate.
Long-Term Incentive Compensation
Promotes retention and alignment with stockholder interests. Attracts highly qualified executives and encourages their continued service over the long term.
Equity incentives may be granted as applicable during the year for new hires, promotions, annual refresh grants or other special circumstances, such as to encourage retention, or incentivize exceptional performance.
2024 Executive Compensation Program
Base Salary
Our Compensation Committee determined the initial base salary for each of our named executive officers in connection with their commencement of employment with us. Our Compensation Committee reviews the base salary of each executive for potential adjustment on an annual basis. In April 2024, our Compensation Committee reviewed but determined not to increase base salaries for our named executive officers, other than with respect to Ms. Simo, whose base salary was increased to $1,000,000, effective as of April 1, 2024. The Compensation Committee determined that this increase was needed to recognize Ms. Simo's significant contributions to our growth and performance and to ensure that we provide a market competitive cash compensation opportunity consistent with our retention and motivation objectives. Following this increase, Ms. Simo's total cash compensation opportunity continued to fall below the median level of CEO cash compensation within our peer group. In addition, Ms. Reuter's base salary was increased to $500,000, effective as of May 10, 2024, in connection with her promotion to Chief Financial Officer. The annual base salaries of each of our named executive officers for 2024 are listed below.
Named Executive Officer
2024 Annual Base Salary
($)
Fidji Simo 1,000,000
Emily Reuter
500,000
Morgan Fong 500,000
Nick Giovanni
500,000
Asha Sharma
500,000
Short-Term Incentive Compensation
We previously established the Executive Performance Bonus Plan (the "Bonus Plan"), pursuant to which our Compensation Committee may award performance-based cash incentive opportunities to certain key executives, including all of our named executive officers who are currently providing services to us at such time. Consistent with 2023, the Bonus Plan was not utilized by our Compensation Committee for our named executive officers in fiscal year 2024, nor did we maintain any other formal performance bonus plan for our named executive officers during fiscal year 2024.
34
Long-Term Incentive Compensation
2024 Refresh RSU Grants
For fiscal year 2024, our Compensation Committee established long-term incentive compensation targets for our named executive officers based on market data provided by the independent compensation consultant regarding the compensation peer group. Each of our named executive officers who are currently employed with us received one or more RSU awards during 2024, which represents the variable pay awarded to each such named executive officer. The value of the RSU awards is based on Instacart's philosophy of delivering market competitive total compensation for the role, factoring in performance. Mr. Giovanni and Ms. Sharma did not receive an RSU award in 2024 in light of their resignations during the year. Our Compensation Committee believes that the RSU awards encourage retention through vesting over the recipient's continued service with us while covering fewer shares than stock options, thereby minimizing dilution to our stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent.
Fidji Simo
Pursuant to her offer letter, with respect to each fiscal year beginning 2022 and continuing through and including 2025, Ms. Simo was eligible to receive an annual RSU award each with an aggregate grant date fair value equal to approximately $15 million, which annual RSU award would vest over the one-year period following the respective grant date. Our Compensation Committee delivered a three-year RSU award in April 2024 with a target value equal to approximately $45 million, the first two years of which were delivered in full satisfaction of the annual RSU awards for 2024 and 2025 to which Ms. Simo was entitled pursuant to her offer letter. This decision was made to competitively position Ms. Simo's total compensation relative to the market while also providing a compelling long-term alternative to the current arrangement under her offer letter. Furthermore, the RSU award resulted in a substantial increase in Ms. Simo's unvested holdings of our common stock and extended the vesting term of her equity incentives from one to three years. Our Compensation Committee determined that this structure better met its motivation and retention objectives, enhanced the alignment of Ms. Simo's realizable compensation opportunities with long-term stockholder interests and better aligned with market practice. The 2024 RSU award that Ms. Simo received vests over three years with 1/12th of the RSUs vesting on each quarterly anniversary, subject to Ms. Simo's continued service through each applicable vesting date.
Emily Reuter
In February 2024, Ms. Reuter received a new hire RSU award in connection with her commencement of employment with us. The new hire RSU award vests over two years with 55.55% of the shares subject to the new hire RSU award vesting on February 15, 2025, and the remainder of the shares vesting in equal installments on each quarterly anniversary thereafter, subject to Ms. Reuter's continued service through each such date.
In May 2024, Ms. Reuter received a promotion RSU award in connection with her promotion to Chief Financial Officer. The promotion RSU award vests over eight quarters with 1/8th of the shares subject to the promotion RSU award vesting on each quarterly anniversary, subject to Ms. Reuter's continued service through each such date.
Morgan Fong
In April 2024, Mr. Fong received a refresh RSU award. The refresh RSU award vests over eight quarters with 1/8th of the shares subject to the refresh RSU award vesting on each quarterly anniversary, subject to Mr. Fong's continued service through each such date.
The following table illustrates, for each applicable named executive officer, the number of shares of common stock subject to the RSU awards granted to each such named executive officer in 2024.
35
Named Executive Officer
Award Type
2024 RSU Awards
(#)
Fidji Simo
Refresh RSU Award
1,257,686
Emily Reuter
New Hire RSU Award
183,748
Promotion RSU Award
123,153
Morgan Fong
Refresh RSU Award
173,281
Previously Granted 2022 PSU Awards
In order to incentivize strong performance and a focus on creating stockholder value, in December 2022, our Compensation Committee granted equity awards in the form of performance-based RSU awards (the "PSU Awards"), to Ms. Simo, Mr. Giovanni, and Ms. Sharma, representing the right to be issued up to 1,200,000 shares, 600,000 shares, and 720,000 shares of our common stock, respectively. These awards vested in part upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering. The remaining unvested portions of the PSU Awards were further scheduled to vest upon the satisfaction of certain market capitalization goals ranging from $15 billion to $30 billion, as set forth in the table below, during the performance period commencing on the grant date and ending on the earlier of the five-year anniversary of the grant date, a change of control, or a termination of continuous service. At the time of grant, our Compensation Committee believed that the market capitalization goals were challenging, would require exceptional performance to be attained and, to the extent attained, would deliver significant value to our stockholders.
In November 2024, the Compensation Committee amended the 2022 PSU award previously granted to Ms. Simo to change the market capitalization goals to corresponding stock price goals, as set forth in the table below. Similar to the market capitalization goals, the stock price goals are measured based on the volume-weighted average closing price of a share of our common stock on The Nasdaq Stock Market over the 30-trading day period preceding the applicable measurement date (the "30-Day VWAP"). After deliberative consideration over the course of several meetings spanning over a year, our Compensation Committee determined that this amendment was necessary to achieve the original intent of the PSU Awards by appropriately reflecting the value creation objectives that our Compensation Committee intended to reward when it initially granted the PSU Award to Ms. Simo. In particular, because the Company was not yet public when the PSU Award was granted, our Compensation Committee did not have visibility as to the implications, once public, that fluctuations in common stock outstanding, including from share repurchases, would have on the original market capitalization goals. Because the Company's share repurchase activity - which we believe will allow us to generate more value for our stockholders over the long term - has meaningfully outpaced the issuance of new shares since our initial public offering, the use of market capitalization goals has resulted in a continuously moving goal driven in significant part by the Company's shares outstanding. The lack of certainty as to the performance required to achieve the PSU Award goals due to this "moving goal post" effect significantly weakened the retentive and incentive strength of the award and risked demotivating our Chief Executive Officer in light of the lack of clear performance expectations, largely negating the value, purpose and motivational intent of a performance-based award. In establishing the stock price goals, our Compensation Committee sought to reflect the value creation objectives intended at the time of grant while providing clear visibility into the performance necessary for achievement. In making this amendment, our Compensation Committee believed that the performance targets continued to be challenging and well-aligned with the sustained value creation that stockholders have experienced, or would experience, upon achieving the stock price goals since our initial public offering. Our Compensation Committee also considered that the vast majority of companies that grant valuation-based awards use stock price targets. No other terms of the PSU Award were changed, including the post-vesting holding requirement detailed below.
36
The chart below illustrates the award value that Ms. Simo has earned, or would earn, upon achieving the stock price goals compared to the value that has been created, or would be created, for stockholders since our initial public offering.
Tranche 1
Tranche 2
Tranche 3
Value Earned Per Tranche
$8 million
$14 million
$42 million
Pre-Amendment Market Capitalization Goals(1)
$15 billion
$20 billion
$30 billion
Post-Amendment Stock Price Target Based on Original Grant Assumption
$43.32
$57.76
$86.64
Appreciation Required Over $30 IPO Price to Achieve Post-Amendment Stock Price Target
44%
93%
189%
(1)Market capitalization, as of an applicable measurement date, equals (x) the number of fully-diluted shares of common stock outstanding, using the treasury stock method, multiplied by (y) the 30-Day VWAP. The implied stock price per share for each of the $15 billion, $20 billion, and $30 billion Market Capitalization Goals would have been approximately $51.19, $68.26, and $102.38, respectively, as of November 12, 2024, under the terms of the CEO PSU Award before the amendment.
37
The following table illustrates the number of shares of common stock eligible to vest for each performance goal pursuant to Ms. Simo's PSU Award and the number of shares that have vested upon achievement of certain performance goals.
CEO PSU Vesting Status(1)
Performance Goal
Number of PSU Award Shares Eligible to Vest
(#)
Before Amendment: Market Capitalization Goals (billions)
($)
After Amendment: Stock Price Goals
($)
Number of PSU Award Shares Vested
(#)
Vesting Timing
Effective Date of IPO Registration Statement
300,000
-
-
300,000
Upon IPO (Sept 2023)
Second Performance Goal
180,000 15
43.32(2)
180,000
Nov 2024
Third Performance Goal
240,000 20 57.76
-
Goal Not Yet Met
Fourth Performance Goal
480,000 30 86.64
-
Goal Not Yet Met
(1)Upon their resignations in March 2024 and May 2024, respectively, Ms. Sharma and Mr. Giovanni forfeited the unvested portions of their PSU Awards, which consisted of 540,000 and 450,000 shares of our common stock, respectively. The PSU Awards held by Ms. Sharma and Mr. Giovanni had previously vested with respect to 180,000 and 150,000 shares of our common stock, respectively, in connection with the completion of our initial public offering.
(2)Following the amendment, and based on the volume-weighted average closing price of our common stock for the 30-trading day period preceding November 12, 2024, the stock price goal of $43.32 was met, resulting in the vesting of 180,000 shares of common stock subject to Ms. Simo's PSU Award.
Ms. Simo's PSU Award remains subject to a post-vesting holding requirement, pursuant to which she is required to hold shares received in settlement of the vested portion of her PSU Award for one year after vesting. This requirement is subject to limited carveouts for tax withholding obligations and transfers of shares to family members for estate or tax planning purposes and will lapse upon her death or disability.
Other Features of Our Executive Compensation Program
Employment Offer Letters
We have entered into offer letter agreements with each of our named executive officers that set forth the terms and conditions of their employment, including position, base salary, and certain severance benefits, as described below. The base salary of our named executive officers for fiscal year 2024 is provided in the section titled "-2024 Executive Compensation Program" above.
Severance and Change in Control Benefits
We provide severance protections to our named executive officers in the event that they experience certain types of termination events, including terminations in connection with a change in control of our company. A more detailed description of these arrangements is provided in the section titled "-Potential Payments upon Termination or Change of Control."
Our Compensation Committee believes these severance benefits are important from a retention perspective to provide some level of protection to our named executive officers who might be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of our named executive officers that may occur in connection with any potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions
38
to do so with independence and objectivity. However, we do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control benefits.
401(k) Plan, Welfare, and Health Benefits
We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may make voluntary contributions from their eligible pay, up to certain applicable annual limits set by the Internal Revenue Code of 1986, as amended (the "Code"). We may make matching and discretionary contributions to the 401(k) plan. During 2024, we made safe-harbor matching employer contributions to the 401(k) plan in an amount equal to 4% of eligible earnings, subject to annual Internal Revenue Service limits. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan's 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.
In addition, we generally provide other benefits to our named executive officers on the same basis as to our other full-time employees. These benefits include, but are not limited to, medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans. In general, we pay the premiums for the life, disability, and accidental death and dismemberment insurance for our employees, including our named executive officers.
We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
Business Travel
From time to time, our named executive officers may request chartered aircraft services to facilitate travel that is directly and integrally related to the performance of their job duties when the use of a chartered plane will increase efficiency or security associated with a particular trip. Occasionally, family members may accompany an executive officer on these flights and, if this occurs, we require the executive officer to pay the incremental cost, if any, to accommodate these guests on the flight. There has been no incremental cost to us for family accompaniment on chartered business flights.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we generally do not provide excessive perquisites or other personal benefits to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make our executive officers more efficient and effective, for recruitment and retention purposes, or to ensure their safety and security.
Ensuring the safety and security of our employees, including our named executive officers, is a top priority for us. We may, from time to time, offer both business-related and personal security services, including certified protection officers and residential security based on ongoing assessments of risk and actual and credible threats made against our named executive officers. None of these security-related costs are considered taxable income for our named executive officers. While we consider these security services as necessary business expenses, we have disclosed specific costs of these services in the "All Other Compensation" column of the 2024 Summary Compensation Table below.
We pay the premiums for term life insurance and disability insurance, subject to certain limitations, for all of our employees, including our named executive officers.
39
In the future, we may provide additional perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our Compensation Committee.
Tax and Accounting Implications
Accounting for Stock-Based Compensation
Under ASC Topic 718, we are required to measure the compensation expense for all stock-based awards made to employees and directors, including stock options, RSUs, and restricted stock, based on the grant date fair value of these awards. We record stock-based compensation expense on an ongoing basis according to ASC Topic 718. The accounting impact of our compensation programs is one of many factors that our Compensation Committee considers in determining the structure and size of our executive compensation programs.
Deductibility of Executive Compensation
Under Section 162(m) of the Code ("Section 162(m)"), compensation paid to each of our "covered employees" that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the "performance-based compensation" exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date.
Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our company and stockholders, which may include providing for compensation that is not deductible by us due to the deduction limit under Section 162(m). Our Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.
Other Compensation Policies and Practices
Policies and Practices Related to the Grant of Certain Equity Awards
Our general policy is to grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as grants to certain new hires, promotions, or other special circumstances. All required approvals are obtained in advance of or on the actual grant date. Our general practice is to grant annual refresh equity awards in April of each year. We do not presently grant stock options, stock appreciation rights, or similar instruments with option-like features and therefore have not adopted policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
Recoupment Policy
As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Additionally, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC and Nasdaq requirements, we have implemented our Incentive Compensation Recoupment Policy, which generally requires that, in the event of an accounting restatement, we recover incentive compensation from our current and former executive officers (as defined in applicable SEC rules) that exceeds the amount of incentive compensation that would have been paid if the amount of the incentive compensation had been determined
40
based on the accounting restatement. The Incentive Compensation Recoupment Policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023.
Policy Prohibiting Hedging and Pledging of Our Equity Securities
Our Insider Trading Policy prohibits our employees, directors, and subject consultants from engaging in inherently speculative transactions, including short sales and transactions in put options, call options, or other derivative securities, hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and pledging transactions, including securities held in margin accounts and otherwise pledged as collateral for a loan.
Compensation Risk Assessment
Our Compensation Committee has reviewed our compensation policies and practices to assess whether they encourage employees to take inappropriate risks. After conducting this review of compensation-related risk, our Compensation Committee has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into Instacart's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Respectfully submitted by the members of the Compensation Committee of the Board of Directors.
Ravi Gupta (Chairperson)
Meredith Kopit Levien
Lily Sarafan
Daniel Sundheim
Executive Compensation Tables
Summary Compensation Table
The following table presents all of the compensation awarded to or earned by our named executive officers during the fiscal years ended December 31, 2024, 2023, and 2022.
41
Name and Principal Position Year
Salary
($)
Bonus
($)
Stock Awards
($)(1)
All Other Compensation
($)
Total
($)
Fidji Simo 2024 865,385 -
46,853,287(2)
36,439(3)
47,755,111
Chief Executive Officer 2023 500,000
4,712,500(4)
-(5)
61,073 5,273,573
2022 500,000 1,000,000
-(6)
12,565 1,512,565
Emily Reuter 2024 451,154
100,000(7)
10,070,816
13,939(8)
10,635,909
Chief Financial Officer
Morgan Fong 2024 500,000
625,000(9)
6,298,765
13,939(8)
7,437,704
General Counsel 2023 500,000
1,165,000(10)
-(5)
38,670 1,703,670
2022 500,000 360,000
-(6)
12,565 872,565
Nick Giovanni 2024 261,538
1,156,250(9)
-
10,531(11)
1,428,319
Former Chief Financial Officer 2023 500,000
1,606,250(10)
-(5)
38,670 2,144,920
2022 500,000 300,000
-(6)
12,565 812,565
Asha Sharma 2024 96,154
806,250(9)
- 3,870 906,274
Former Chief Operating Officer 2023 500,000
2,062,500(10)
-(5)
45,950 2,608,450
2022 500,000 300,000
-(6)
12,565 812,565
(1)Aggregate grant date fair values are computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers. See the section titled "-Outstanding Equity Awards at 2024 Fiscal Year-End" for additional information.
(2)The amount disclosed includes the incremental fair value of the November 2024 modification of Ms. Simo's PSU Award, computed in accordance with ASC Topic 718. See the section titled "-Compensation Discussion and Analysis-2024 Executive Compensation Program-Long-Term Incentive Compensation-Previously Granted 2022 PSU Awards" for additional information.
(3)The amount disclosed consists of (a) $22,500 of personal security expenses as part of our executive security program, calculated at the actual cost to us, (b) $13,800 of 401(k) matching contributions, and (c) Company-paid life insurance premiums.
(4)The amount disclosed consists of (a) a cash award of $700,000 representing the last of three equal installments of Ms. Simo's cash retention award granted to her pursuant to her offer letter, which was paid in advance and was earned on the third anniversary of Ms. Simo's start date, (b) an amount equal to $450,000 representing the remaining portion of a discretionary cash bonus related to fiscal year 2022, and (c) an amount equal to $3,562,500 representing the portion of the restricted cash award that was vested and paid in fiscal year 2023.
(5)During 2023, each named executive officer was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes the performance condition) and service-based vesting conditions. As of the applicable grant date, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effectiveness of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant date fair values of the RSU awards for each of Ms. Simo, Mr. Fong, Mr. Giovanni, and Ms. Sharma were $10,735,546, $3,766,854, $6,968,693, and $9,718,493, respectively, computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers.
(6)During 2022, (a) each named executive officer was granted an RSU award subject to a liquidity event-based vesting condition (which constitutes the performance condition) and service-based vesting conditions, and (b) each of Ms. Simo, Mr. Giovanni, and Ms. Sharma was granted a PSU Award subject to a liquidity event-based vesting condition (which constitutes the performance condition) as well as service-based and market-based vesting conditions. As of the applicable grant date and December 31, 2022, we had not recognized stock-based compensation expense for these awards because achievement of the liquidity event-based vesting condition, as the performance condition, was not deemed probable as of any such date. As a result, no value is included in the table for these awards. Assuming achievement of the liquidity event-based vesting condition, the aggregate grant date fair values of the RSU awards for each of Ms. Simo, Mr. Fong, Mr. Giovanni, and Ms. Sharma were $11,808,041, $4,250,871, $7,183,233, and $8,856,046, respectively, computed in accordance with ASC Topic 718. Assuming achievement of the liquidity event based vesting condition, the aggregate grant date fair values for the PSU Awards for each of Ms. Simo, Mr. Giovanni, and Ms. Sharma were $25,633,200, $12,816,600, and $15,379,920, respectively, computed in accordance with ASC Topic 718 and representing the highest level of market-based condition achievement for these awards. The liquidity event-based vesting condition was satisfied on September 18, 2023 upon the effective date of the registration statement on Form S-1 filed in connection with our initial public offering, and as a result, we began recognizing stock-based compensation expense upon satisfaction of service-based vesting conditions for these awards following our initial public offering. See Notes 2 and 11 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers.
(7)Represents a sign-on bonus paid to Ms. Reuter in connection with her commencement of employment in January 2024.
(8)The amount disclosed consists of (a) $13,800 of 401(k) matching contributions and (b) Company-paid life insurance premiums.
(9)The amounts disclosed represent the portion of the restricted cash award that was vested and paid in fiscal year 2024, in the amount of $625,000, $1,156,250, and $806,250 for Mr. Fong, Mr. Giovanni and Ms. Sharma, respectively. The restricted cash award was granted as a portion of each named executive officer's 2023 refresh RSU award and was paid in four equal quarterly installments starting on August 15, 2023, subject to continued service through each applicable vesting date.
(10)The amounts disclosed represent (i) the remaining portion of a discretionary cash bonus related to fiscal year 2022 in the amount of $540,000, $450,000, and $450,000 for Mr. Fong, Mr. Giovanni, and Ms. Sharma, respectively, and (ii) the portion of the restricted cash award described in footnote (9) above that was vested and paid in fiscal year 2023, in the amount of $625,000, $1,156,250, and $1,612,500 for Mr. Fong, Mr. Giovanni, and Ms. Sharma, respectively.
(11)The amount disclosed consists of (a) $10,462 of 401(k) matching contributions and (b) Company-paid life insurance premiums.
42
Grants of Plan-Based Awards in 2024
The following table shows certain information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2024.
Named Executive Officer Grant Date
All Other Stock Awards:
Number of Shares of Stock or Units
(#)
Grant Date Fair Value of Stock and Option Awards
($)(1)
Fidji Simo 4/17/2024 1,257,686 45,716,887
11/12/2024 -
1,136,400(2)
Emily Reuter 2/26/2024 183,748 5,767,850
5/10/2024 123,153 4,302,966
Morgan Fong 4/17/2024 173,281 6,298,765
(1)Except as otherwise disclosed, the amounts disclosed represent the aggregate grant date fair value of stock awards granted to our named executive officers during fiscal year 2024, computed in accordance with ASC Topic 718. See Notes 2 and 11 to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. The amounts disclosed reflect the accounting cost for these equity awards and do not reflect the actual economic value that may be realized by any of our named executive officers.
(2)The amount disclosed reflects the incremental fair value of the November 2024 modification of Ms. Simo's PSU Award, computed in accordance with ASC Topic 718. See the section titled "-Compensation Discussion and Analysis-2024 Executive Compensation Program-Long-Term Incentive Compensation-Previously Granted 2022 PSU Awards" for additional information.
Outstanding Equity Awards at 2024 Fiscal Year-End
The following table sets forth the outstanding stock options and stock awards held by our named executive officers as of December 31, 2024.
Option Awards(1)
Stock Awards
Named Executive Officer
Grant Date
Number of Securities Underlying Unexercised Options
Exercisable
(#)
Number of Securities Underlying Unexercised Options
Unexercisable
(#)
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(2)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(2)
Fidji Simo
8/2/2021(3)
- - - - 180,000 7,455,600 - -
12/7/2022(4)
- - - - - - 720,000 29,822,400
4/17/2024(5)
- - - - 943,265 39,070,037 - -
Emily Reuter
2/26/2024(6)
- - - - 183,748 7,610,843 - -
5/10/2024(7)
- - - - 92,365 3,825,759 - -
Morgan Fong 5/16/2017 231,035 - 7.32 5/16/2027 - - - -
9/15/2020(8)
- - - - 3,032 125,586 - -
7/1/2021(9)
- - - - 8,100 335,502 - -
4/16/2022(7)
- - - - 26,388 1,092,991 - -
5/1/2023(10)
- - - - 35,133 1,455,209 - -
4/17/2024(5)
- - - - 108,301 4,485,828 - -
Nick Giovanni 1/27/2021 384,375 - 47.69 1/26/2031 - - - -
43
(1)All of the stock options were granted under our 2013 Equity Incentive Plan or 2018 Equity Incentive Plan.
(2)Amounts are calculated by multiplying the number of shares shown in the table by $41.42, the closing per share price of our common stock as of December 31, 2024, the last trading day of the year.
(3)The shares that remain subject to this RSU award vest in six equal quarterly installments on the last day of each calendar quarter to occur after December 31, 2024, subject to Ms. Simo's continued service through each such date. In the event of Ms. Simo's involuntary termination of employment outside of the period beginning six months prior to, and ending 12 months following, a change of control, the total number of shares that were scheduled to vest during the 18-month period (or, if the termination occurs following the date of a qualifying change of control agreement, 24-month period) following such involuntary termination of employment will vest. In the event of Ms. Simo's involuntary termination of employment during the period beginning six months prior to, and ending 12 months following, a change of control, all remaining unvested shares subject to this RSU award will vest in full. In the event of Ms. Simo's death or disability, the total number of shares that were scheduled to vest during the 18-month period following such death or disability will vest.
(4)The shares that remain subject to this PSU Award vest upon the satisfaction of certain stock price goals ranging from $57.76 to $86.64 per share, during the performance period commencing on the grant date and ending on the earlier of the five-year anniversary of the grant date, a change of control, and a termination of service, subject to Ms. Simo's continued service with us. As of December 31, 2024, 480,000 of the shares subject to the PSU Award have vested and were issued. The PSU Award is subject to a post-vest holding requirement, pursuant to which Ms. Simo is required to hold shares received in settlement of any vested portion of the PSU Award for one year after vesting (regardless of when settlement actually occurs). This requirement is subject to limited carveouts for tax withholding obligations and transfers of shares to family members for estate or tax planning purposes and will lapse upon Ms. Simo's death or disability.
(5)The shares that remain subject to this RSU award as of December 31, 2024 vest in nine equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled "-Potential Payments upon Termination or Change of Control-Severance and Change in Control Plan."
(6)55.55% of the shares subject to this RSU award vest on February 15, 2025, and the remainder of the shares subject to this RSU award vest in four equal quarterly installments thereafter, subject to continued service through each such date and subject to acceleration as described in the section titled "-Potential Payments upon Termination or Change of Control-Severance and Change in Control Plan."
(7)The shares that remain subject to this RSU award as of December 31, 2024 vest in six equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled "-Potential Payments upon Termination or Change of Control-Severance and Change in Control Plan."
(8)The shares that remain subject to this RSU award as of December 31, 2024 vest in one final installment on January 1, 2025.
(9)The shares that remain subject to this RSU award as of December 31, 2024 vest in three equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled "-Potential Payments upon Termination or Change of Control-Severance and Change in Control Plan."
(10)The shares that remain subject to this RSU award as of December 31, 2024 vest in two equal quarterly installments, subject to continued service through each such date and subject to acceleration as described in the section titled "-Potential Payments upon Termination or Change of Control-Severance and Change in Control Plan."
Option Exercises and Stock Vested in 2024
The following table shows certain information regarding options exercised and stock vested with respect to our named executive officers for the fiscal year ended December 31, 2024.
Option Awards
Stock Awards
Named Executive Officer
Number of Shares Acquired on Exercise
(#)
Value Realized on Exercise
($)(1)
Number of Shares Acquired on Vesting
(#)
Value Realized on Vesting
($)(2)
Fidji Simo - - 834,675 31,094,014
Emily Reuter - - 30,788 1,144,544
Morgan Fong 40,000 1,111,593 182,459 6,352,124
Nick Giovanni - - 103,610 3,060,646
Asha Sharma - - 94,322 2,474,066
(1)Reflects the difference between the closing price of our common stock underlying the option at exercise and the exercise price of the option.
(2)Reflects the product of the number of shares of common stock vested multiplied by the closing price of our common stock on the vesting date.
Potential Payments upon Termination or Change of Control
Each of our named executive officers is eligible for severance benefits pursuant to their offer letters or based upon participation in our Severance and Change in Control Plan ("Severance Plan"), as further described in the section titled "-Severance and Change in Control Plan." In addition, each of our named executive officers hold equity awards that are subject to the terms of the equity incentive plan and award agreement thereunder under which such awards were granted.
44
Offer Letter Terms
Ms. Simo. Pursuant to her offer letter agreement, in the event of Ms. Simo's involuntary termination by us without cause (and not due to death or disability) or resignation for good reason, she will be eligible to receive a lump sum cash payment equal to 24 months of base salary and reimbursement of the cost of premiums for continuation of group health insurance under COBRA for up to 24 months. If (i) such involuntary termination occurs outside of the period beginning six months prior to, and ending 12 months following, a change of control or (ii) Ms. Simo's employment is terminated as a result of death or disability, then (x) the total number of shares of common stock subject to Ms. Simo's new hire RSU award that were scheduled to vest during the 18-month period (or, if the termination occurs following the date of a qualifying change of control agreement, 24-month period) following such involuntary termination or death or disability, as applicable, will accelerate vesting and (y) the total number of shares of common stock subject to any then-unvested and outstanding annual award will accelerate vesting in full. If Ms. Simo's involuntary termination occurs during the period beginning six months prior to, and ending 12 months following, a change of control, then Ms. Simo's new hire RSU award and any annual award shall vest in full.
Pursuant to the award agreement evidencing her 2024 refresh RSU award, in the event of Ms. Simo's involuntary termination by us without cause (and not due to death or disability) or resignation for good reason outside of the period beginning six months prior to, and ending 12 months following, a change of control, then 1/3 of the total number of shares subject to her 2024 refresh RSU award will accelerate vesting (or such lesser number of shares subject to her 2024 refresh RSU award which remain unvested as of such time). In the event that Ms. Simo's employment is terminated as a result of her death or disability, then the total number of unvested shares subject to her 2024 refresh RSU award will accelerate vesting in full. In the event of Ms. Simo's involuntary termination by us without cause (and not due to death or disability) or resignation for good reason during the period beginning six months prior to, and ending 12 months following, a change of control, then the total number of unvested shares subject to her 2024 refresh RSU award will accelerate vesting in full.
To the extent Ms. Simo's new hire RSU award or any annual award (including her 2024 refresh RSU award) that Ms. Simo holds as of immediately prior to a change of control is not assumed, continued, or substituted for in such change of control, then, irrespective of whether Ms. Simo has incurred an involuntary termination, such unvested RSU award or annual award (as applicable) shall fully vest.
Ms. Reuter.In the event of Ms. Reuter's involuntary termination by us without cause (and not due to death or disability) or resignation for good reason within the first twelve (12) months after January 3, 2024, then approximately 55.55% of the total number of unvested shares subject to Ms. Reuter's new hire RSU award will become vested upon such involuntary termination. In the event of Ms. Reuter's involuntary termination by us without cause (and not due to death or disability) or resignation for good reason within the first twelve (12) months after the closing of a change of control, then 100% of the total number of unvested RSUs subject to the new hire RSU award will become vested upon such involuntary termination.
Mr. Giovanni. If Mr. Giovanni had incurred an involuntary termination by us without cause (and not due to death or disability) or resigned for good reason during the period beginning three months before, and ending 12 months following, a change of control, 100% of the shares subject to his January 2021 stock option would have become vested and 100% of the shares of restricted stock that he received in January 2021 would have been deemed to have met the service-based vesting condition. Mr. Giovanni resigned from his position as our Chief Financial Officer and Treasurer, effective May 10, 2024. Mr. Giovanni did not receive any severance benefits with respect to his voluntary resignation.
Ms. Sharma. If Ms. Sharma had incurred an involuntary termination by us without cause (and not due to death or disability) or resigned for good reason, in either case, outside the period beginning three months before, and ending 12 months following, a change of control, the total number of shares of common stock subject to Ms. Sharma's April 2021 RSU award that were scheduled to vest during the 12-month period following such termination would have accelerated vesting. Ms. Sharma resigned from her position as our Chief Operating Officer, effective March 1, 2024. Ms. Sharma did not receive any severance benefits with respect to her voluntary resignation.
45
Severance and Change in Control Plan
Each of Ms. Reuter and Mr. Fong is, and prior to their respective resignation, each of Mr. Giovanni and Ms. Sharma was, eligible to receive benefits under the terms of our Severance Plan. The Severance Plan provides for severance and/or change in control benefits to the participants upon (i) an "involuntary termination" or (ii) a "death/disability termination" (each as described below). Upon an involuntary termination, each participant is entitled to a lump sum payment equal to 12 months of their base salary, payment of COBRA premiums for up to 12 months and accelerated vesting of the outstanding time-vesting equity awards that were granted to the participant on or after the effective date of the Severance Plan in an amount equal to a prorated portion of such equity award that was next scheduled to vest following the date of the participant's involuntary termination. In addition, if a participant's involuntary termination occurs during the three months prior to or the 12 months following the closing of a change in control transaction, such participant will be entitled to accelerated vesting of 100% of their outstanding time-vesting equity awards. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and either (i) the participant's employment is not terminated as of immediately prior to such change in control or (ii) the participant incurred an involuntary termination within three months prior to such change in control transaction and the participant has satisfied the requirements for severance under the Severance Plan, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, performance will be deemed to be achieved at the greater of target or actual performance, unless otherwise provided in individual award documents). To the extent an equity award is assumed, continued, or substituted for in the event of certain change in control transactions, (i) the vesting of time-vesting equity awards shall continue according to their terms and (ii) with respect to equity awards subject to performance vesting, performance will be deemed to be achieved at the greater of target or actual performance, unless otherwise provided in individual award documents, and the award shall continue to vest subject to the participant's continued service. In addition, if a participant incurs a death/disability termination, such participant will be entitled to (i) accelerated vesting of 100% of their outstanding time-vesting equity awards that were granted on or after the effective date of the Severance Plan and (ii) accelerated vesting of equity awards subject to performance vesting at the greater of target or actual performance, unless otherwise provided in individual award documents. All benefits under the Severance Plan are subject to the executive's execution of and compliance with the terms and conditions of the Severance Plan, an effective release of claims against us and our standard proprietary information and inventions agreement.
For purposes of the Severance Plan, an "involuntary termination" is a termination by us without cause (and other than as a result of death or disability) or a resignation for good reason (as defined in the Severance Plan or, for Mr. Giovanni and Ms. Sharma, as defined in their respective participation agreements). A "death/disability termination" is a termination that occurs due to a participant's death or disability (as defined in the Severance Plan).
PSU Awards
Pursuant to the award agreement evidencing her PSU Award, Ms. Simo is entitled to potential vesting acceleration in the event that a change in control transaction occurs during the performance period and on or prior to her termination of service for any reason. If a change in control transaction occurs during the performance period and on or prior to her termination of service for any reason, our stock price will be measured as of immediately prior to closing of the change in control transaction, based on the fair market value of the securities, cash, or other property received in such change in control transaction, and to the extent the stock price goals are achieved, the corresponding number of shares subject to the PSU Award will vest. In addition, if Ms. Simo experiences an involuntary termination by us without cause or a resignation for good reason, in either case, within three months prior to a change in control transaction, the PSU Award will remain outstanding following such involuntary termination as necessary to give effect to the potential vesting acceleration upon a change in control transaction. Mr. Giovanni and Ms. Sharma each forfeited the unvested portion of their respective PSU Award in connection with their respective resignations during 2024.
46
Potential Payments Table
The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of December 31, 2024 , the last business day of the fiscal year ended December 31, 2024, other than Mr. Giovanni and Ms. Sharma, who, as previously disclosed, resigned from their respective positions prior to the end of the fiscal year. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on December 31, 2024, the last business day of our fiscal year ended December 31, 2024 and that the price per share of common stock was equal to $41.42 as of December 31, 2024, the last trading day of the year. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.
On May 7, 2024, Nick Giovanni informed us of his decision to resign from his position as our Chief Financial Officer and Treasurer, effective May 10, 2024 and on February 9, 2024, Asha Sharma informed us of her decision to resign from her position as our Chief Operating Officer, effective March 1, 2024. Neither Mr. Giovanni nor Ms. Sharma received any severance benefits with respect to their voluntary resignations.
Named Executive Officer Benefit Description Involuntary Termination Outside a Change in Control
($) 		Involuntary Termination in Connection with a Change in Control
($) 		Death or Disability
($)
Fidji Simo Cash Severance 2,000,000 2,000,000 -
Continuation of Health Benefits(1)
41,844 41,844 -
Equity Acceleration 24,820,052 46,525,637 46,525,637
Emily Reuter Cash Severance 500,000 500,000 -
Continuation of Health Benefits(1)
203 203 -
Equity Acceleration 4,542,828 11,436,602 11,436,602
Morgan Fong Cash Severance 500,000 500,000 -
Continuation of Health Benefits(1)
18,635 18,635 -
Equity Acceleration 959,371 7,495,116 7,369,530
(1)Calculated using 2025 premiums based on 12 months of COBRA coverage, or in the case of Ms. Simo, 18 months of COBRA coverage (which is the maximum COBRA coverage period, despite Ms. Simo's offer letter including 24 months of COBRA coverage). Ms. Reuter does not participate in our medical health plans.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO.
To identify the median of the annual total compensation of all our employees, the methodology and the material assumptions, adjustments and estimates that we used were as follows:
●We determined our median employee based on our employee population as of December 31, 2024, which included full-time, salaried, and hourly employees in the United States and Canada, other than our CEO. Pursuant to the de minimis exemption under SEC rules, we excluded employees in China and Australia, as they collectively represent less than 3% of our total employee population.
47
●To identify the median employee, we utilized a consistently applied compensation measure consisting of: (1) actual annual base salary (for salaried employees), (2) regular earnings and overtime (for hourly workers), (3) actual cash bonus, which includes any commissions, the cash portion (if any) that eligible employees elected to receive in lieu of equity from certain RSU awards, and any other cash bonuses, and (4) grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 granted in fiscal year 2024. We selected this compensation measure as it captures the principal forms of compensation delivered to our employees and this information is readily available with respect to our employees.
●For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect as of December 31, 2024. We did not make any cost-of-living adjustments for employees outside of the United States.
After consistently applying the methodology described above to all of our included employees, we determined the identity of our median employee for 2024 and then calculated that employee's annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
As set forth in the Summary Compensation Table, our CEO's annual total compensation for 2024 was $47,755,111. The median of the annual total compensation of all of our employees (other than our CEO) for 2024 was $215,909, resulting in a CEO to median employee pay ratio of approximately 221:1.
Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC's regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions. Therefore, our pay ratio disclosure may not be comparable to that reported by other companies, as other companies not only have different employee populations and compensation practices but also may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. In addition, our pay ratio was significantly impacted by certain one-time compensation actions during 2024, including the RSUs awarded to our CEO and the amendment of our CEO's PSU Award, as described above in the sections titled "-Compensation Discussion and Analysis-2024 Executive Compensation Program-Long-Term Incentive Compensation-2024 RSU Refresh Awards" and "-Previously Granted 2022 PSU Awards."
Pay Versus Performance
Pay Versus Performance Analysis
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid ("CAP") and certain financial performance measures of the Company. For purposes of this disclosure, CAP was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our named executive officers during the applicable years. For further information concerning the Company's variable pay-for-performance philosophy and how the Compensation Committee aligns executive compensation with the Company's performance, refer to the section titled "-Compensation Discussion and Analysis."
Year (1)
Summary Compensation Table Total for PEO
($)(2)
Compensation Actually Paid to PEO
($)(3)
Average Summary Compensation Table Total for Non-PEO NEOs
($)(2)
Average Compensation Actually Paid to Non-PEO NEOs
($)(3)
Value of Initial Fixed $100 Investment Based On:
Net Income (millions)
($)(5)
30 Trading Day VWAP
($)(6)
Total Shareholder Return
($)(4)
Peer Group Total Shareholder Return
($)(4)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
2024 47,755,111 76,371,539 5,102,052 (455,121) 122.91 155.14 457 42.82
2023 5,273,573 55,217,304 2,152,347 30,247,360 69.64 113.56 (1,622) 24.55
48
(1)Because we became a reporting company in September 2023, data from fiscal years prior to 2023 is excluded from this disclosure.
(2)Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our principal executive officer ("PEO") and the average of the total compensation as reported in the Summary Compensation Table for our remaining named executive officers, other than our PEO (the "Non-PEO NEOs"), for the relevant fiscal year. Our PEO and Non-PEO NEOs for each fiscal year shown in the table were as follows:
Year
PEO
Non-PEO NEOs
2024 Fidji Simo
Emily Reuter, Morgan Fong, Nick Giovanni, and Asha Sharma
2023 Fidji Simo
Nick Giovanni, Morgan Fong, and Asha Sharma
(3)The calculation of CAP for 2024 reflects certain adjustments to the amounts reported in the "Total" column in the Summary Compensation Table for our PEO and our Non-PEO NEOs as set forth in the table below (all values shown below for our Non-PEO NEOs represent averages):
Role Year Reported
Summary Compensation Table Total
($)
Deductions:
Reported
Value of Equity Awards(a)
($)
Additions:
Value of Equity
Awards Calculated in Accordance with SEC Methodology for Determining Compensation Actually Paid(b)
($)
Compensation Actually Paid
($)
PEO 2024 47,755,111 (46,853,287) 75,469,715 76,371,539
Non-PEO NEOs(c)
2024 5,102,052 (4,092,395) (1,464,778) (455,121)
(a)The grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for 2024.
(b)The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024 (from the end of 2023) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of 2023; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Role Year Year End Fair Value of Equity Awards Granted and Unvested in the Year
($) 		Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End
($) 		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year
($) 		Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
($) 		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year
($) 		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
($) 		Equity
Value Included in Compensation Actually Paid
($)*
PEO 2024 39,070,036 16,069,587 11,235,310 9,094,781 - - 75,469,715
Non-PEO NEOs(c)
2024 3,980,607 326,030 866,624 630,851 (7,268,890) - (1,464,778)
* Totals may not foot due to rounding.
(c)The numbers shown in this row for the non-PEO NEOs represent averages.
(4)Represents the cumulative total shareholder return ("TSR") on our common stock and the cumulative TSR on the S&P 500 Information Technology Index (the "Peer Group TSR"), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form 10-K, through December 31, 2024. The table assumes $100 was invested at the market close on September 19, 2023, which was the first day our common stock began trading. Data for the Peer Group TSR assumes reinvestment of dividends. Our TSR shown is based on historical results and is not intended to suggest future performance.
(5)The dollar amounts reported represent the amount of net income reflected in the Company's consolidated financial statements for the applicable year.
49
(6)Represents the 30-Day VWAP measured as of the last day of the applicable fiscal year. For purposes of the numbers presented in this table, the "measurement date" for the 30-Day VWAP is the last day of the applicable fiscal year. See "Pay Versus Performance Tabular List" below and the section titled "Executive Compensation-Compensation Discussion and Analysis-2024 Executive Compensation Program-Long-Term Incentive Compensation-Previously Granted 2022 PSU Awards" for more detail.
Pay Versus Performance Tabular List
The 30-Day VWAP is the most important financial performance measure used by us to link CAP to our named executive officers for the 2024 fiscal year to our performance. As discussed in the section titled "-Compensation Discussion and Analysis-2024 Executive Compensation Program-Long-Term Incentive Compensation-Previously Granted 2022 PSU Awards," in 2024, we replaced the market capitalization goals applicable to the outstanding PSU Award with stock price goals based on the 30-Day VWAP, which, for purposes of determining whether the PSU Award goals have been achieved, is measured on a rolling basis. Other than the 30-Day VWAP, we did not utilize any financial performance measures to determine CAP to our named executive officers for the 2024 fiscal year.
Analysis of the Information Presented in the Pay Versus Performance Table
The charts below describe the relationship between CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, and (i) our cumulative TSR, (ii) the Peer Group TSR, (iii) our net income (loss), and (iv) the 30-Day VWAP measured as of the last day of the applicable fiscal year, on the other hand, over the two years presented in the table above.
Our executive compensation program emphasizes equity compensation, which we believe demonstrates a longer-term, ownership orientation. As a result of this emphasis, CAP to our PEO and the average of CAP to our Non-PEO NEOs is significantly impacted by our stock price and TSR performance. Changes to our net income do not directly align with CAP.
Compensation Actually Paid and Cumulative TSR and Peer Group TSR
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, each as set forth in the table above, and our cumulative TSR and Peer Group TSR for the two most recently completed fiscal years.
50
Compensation Actually Paid and Net Income
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our non-PEO NEOs, and our net income for the two most recently completed fiscal years, each as set forth in the table above.
Compensation Actually Paid and 30-Day VWAP
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and 30-Day VWAP for the two most recently completed fiscal years, each as set forth in the table above.
All information provided above under the "Pay Versus Performance" heading will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
51
whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
52
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to all of the Company's equity compensation plans in effect as of December 31, 2024.
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants, and rights(1)
(a)
Weighted-average exercise price of outstanding options, warrants, and rights(2)
(b)
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(3)
(c)
Equity compensation plans approved by security holders(4)
28,726,001
$
11.35 59,617,230
Equity compensation plans not approved by security holders
-
$
- -
Total
28,726,001
$
11.35 59,617,230
(1)Includes our 2013 Equity Incentive Plan (the "2013 Plan"), our 2018 Equity Incentive Plan (the "2018 Plan"), and our 2023 Plan, but does not include future rights to purchase common stock under our 2023 Employee Stock Purchase Plan (the "ESPP"). Our Compensation Committee has not commenced or authorized any offerings pursuant to our ESPP but may do so at a future time.
(2)The weighted-average exercise price excludes any outstanding RSUs, which have no exercise price.
(3)Includes the 2023 Plan and the ESPP. Stock options, RSUs, or other stock awards granted under the 2013 Plan and the 2018 Plan that are forfeited, terminated, expired, repurchased, or withheld or reacquired to satisfy an exercise or purchase price or tax withholding obligation become available for issuance under the 2023 Plan.
(4)The 2023 Plan provides that the total number of shares of our common stock reserved for issuance thereunder will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to 5% of the total number of shares of our common stock outstanding on December 31 of the preceding year; provided, however, that our Board of Directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of our common stock. In addition, the ESPP provides that the total number of shares of our common stock reserved for issuance thereunder will automatically increase on January 1 of each year for a period of up to ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding year and (ii) 7,000,000 shares of common stock; provided, however, that our Board of Directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of our common stock. Accordingly, on January 1, 2025, the number of shares of our common stock available for issuance under the 2023 Plan and the ESPP increased by 13,048,201 shares and 2,609,640 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.
53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of March 15, 2025 by:
●each of our named executive officers;
●each of our directors and director nominees;
●our directors and executive officers as a group; and
●each person or entity known by us to own beneficially more than 5% of our capital stock.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 263,453,104 shares of common stock outstanding as of March 15, 2025. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to stock options and restricted stock units held by the person that are currently exercisable or vested, or would be exercisable or would vest based on service-based vesting conditions within 60 days of March 15, 2025. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Instacart, 50 Beale Street, Suite 600, San Francisco, California 94105.
Shares Beneficially Owned
Name of Beneficial Owner Shares %
Named Executive Officers, Directors, and Director Nominees
Fidji Simo(1)
668,134
*
Emily Reuter
77,289
*
Morgan Fong(2)
309602 *
Nick Giovanni(3)
384,375
*
Asha Sharma(4)
505,669
*
Victoria Dolan(5)
2,328
*
Ravi Gupta(6)
2,8948,088
11
Mary Beth Laughton
- *
Meredith Kopit Levien
12,033 *
Michael Moritz(7)
2,398,313
*
Lily Sarafan
12,033
*
Frank Slootman(8)
52,779
*
Daniel Sundheim(9)
35,697,535
14
All current executive officers and directors as a group (12 persons)(10)
68,178,134
26
5% Stockholders
Entities affiliated with D1 Capital Partners(11)
35,683,252
14
Entities affiliated with Sequoia Capital(12)
28,039,929
11
Apoorva Mehta(13)
27,280,677
10
The Vanguard Group(14)
13,668,070
5
54
* Represents beneficial ownership of less than 1%.
(1)Consists of (a) 638,134 shares of our common stock and (b) 30,000 shares of our common stock issuable pursuant to RSUs for which the service-based vesting condition will be satisfied within 60 days of March 15, 2025.
(2)Consists of (a) 78,567 shares of our common stock and (b) 231,035 shares of our common stock subject to stock options that are exercisable within 60 days of March 15, 2025.
(3)Consists of shares of our common stock subject to stock options that are exercisable within 60 days of March 15, 2025. Mr. Giovanni ceased serving as our Chief Financial Officer, effective May 10, 2024.
(4)Ms. Sharma ceased serving as our Chief Operating Officer, effective March 1, 2024. The reported ownership is as of May 23, 2024, the last date on which the Company has records of Ms. Sharma's ownership.
(5)Consists of shares of our common stock issuable pursuant to RSUs for which the service-based vesting condition will be satisfied within 60 days of March 15, 2025.
(6)Consists of (a) the shares described in footnote (12) below, (b) 907,491 shares of our common stock held by the Mercer Street Trust, of which Mr. Gupta is co-trustee and has shared voting and dispositive power, and (c) 668 shares held by Sequoia Grove II, LLC, of which Mr. Gupta is a member and has sole voting and dispositive power over such shares. Mr. Gupta expressly disclaims beneficial ownership of all shares held by entities affiliated with Sequoia Capital as described in footnote (12) below, except to the extent of his pecuniary interest in such shares.
(7)Consists of (a) 20,783 shares of our common stock held by Mr. Moritz, (b) 1,015,995 shares of our common stock held by the Maximus Trust dtd 3/19/96, of which Mr. Moritz is co-trustee and has shared voting and dispositive power, and (c) 1,361,535 shares of our common stock held by a non-profit foundation, of which Mr. Moritz serves as chairperson and may be deemed to have voting and dispositive power with respect to such shares. Mr. Moritz does not have any pecuniary interest in the shares held by such non-profit foundation.
(8)Consists of (a) 36,113 shares of our common stock held by the Slootman Living Trust dtd 9/8/99, of which Mr. Slootman is co-trustee and has shared voting and dispositive power, and (b) 16,666 shares of our common stock held by Invisible Hand Ventures, LLC, of which Mr. Slootman is the manager and has sole voting and dispositive power.
(9)Consists of (a) the shares described in footnote (11) below and (b) 14,283 shares of our common stock held by Mr. Sundheim.
(10)Consists of (a) 67,914,771 shares of our common stock, (b) 231,035 shares of our common stock subject to stock options that are exercisable within 60 days of March 15, 2025, and (c) 32,328 shares of our common stock issuable pursuant to RSUs for which the service-based vesting condition will be satisfied within 60 days of March 15, 2025.
(11)Based solely on a Schedule 13G filed with the SEC by D1 Capital Partners L.P. (the "D1 Management Company") on November 14, 2024, includes 26,678,056 shares of our common stock over which the D1 Management Company and Daniel Sundheim have shared voting power, including 22,537,131 shares of our common stock over which the D1 Management Company and Daniel Sundheim have shared dispositive power. Based solely on a Schedule 13G filed by Grosvenor Capital Management, L.P. ("Grosvenor Capital Management") and certain of its affiliates (together with Grosvenor Capital Management, "GCM") with the SEC on November 14, 2024, also includes (a) 7,892,493 shares of our common stock held by GCM Grosvenor IC SPV, LLC ("GCM SPV"), (b) 1,052,703 shares of our common stock held by GCM Grosvenor IC SPV 2, LLC ("GCM SPV2"), and (c) 60,000 shares of our common stock held by GCM Special Opportunities Master Fund, Ltd. ("GCM SOF"). GCM Investments GP, LLC ("GCM GP"), as the general partner of GCM SPV and GCM SPV2, and Grosvenor Capital Management Holdings, LLLP, as the sole member of GCM GP, may be deemed to share voting and dispositive power with respect to the 8,945,196 shares held in the aggregate by GCM SPV and GCM SPV2. Additionally, each of (i) Grosvenor Capital Management, as the investment manager of GCM SPV, GCM SPV2, and GCM SOF, (ii) GCM, L.L.C., as general partner of Grosvenor Capital Management, (iii) GCM Grosvenor Holdings, LLC ("GCM Holdings"), as the managing member of GCM, L.L.C., (iv) GCM Grosvenor Inc. ("GCM Grosvenor"), as the sole member of GCM Holdings, (v) GCM V, L.L.C. ("GCM V"), as a shareholder of GCM Grosvenor, and (vi) Michael J. Sacks, as the managing member of GCM V, may be deemed to share voting and dispositive power with respect to the 9,005,196 shares held in the aggregate by GCM SPV, GCM SPV2, and GCM SOF. The D1 Management Company is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Master Holdco I LLC ("D1 Master Holdco"), and as an investment consultant to certain private investment vehicles and accounts, including GCM SPV and GCM SPV 2, and may be deemed to beneficially own the shares of common stock held by D1 Master Holdco and an aggregate of 4,140,925 shares of our common stock held by GCM SPV and GCM SPV 2. In addition, the D1 Management Company, Daniel Sundheim, and GCM may be deemed to be a group for purposes of Section 13(d) of the Exchange Act. Daniel Sundheim indirectly controls the D1 Management Company and may be deemed to have the power to vote, or to direct the voting of, or to dispose of, or to direct the disposition of, the shares held by D1 Master Holdco and an aggregate of 4,140,925 shares held by GCM SPV and GCM SPV 2 by virtue of his control over the D1 Management Company. The address for the D1 Management Company, Daniel Sundheim, and D1 Master Holdco is c/o D1 Capital Partners L.P., 9 West 57th Street, 36th Floor, New York, New York 10019. The address for GCM is c/o GCM Grosvenor, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.
(12)Based solely on a Schedule 13D filed with the SEC by SC US (TTGP), Ltd. and certain of its affiliates on November 21, 2024, consists of (a) 20,211,724 shares of our common stock held by Sequoia Capital Fund, LP ("SCF"), (b) 3,108,968 shares of our common stock held by Sequoia Capital Fund Parallel, LLC ("SCFP"), (c) 2,150,331 shares of our common stock held by SC US/E Expansion Fund I Management, L.P. ("SC US/E EXP I MGMT"), (d) 1,217,532 shares of our common stock held by SCGGF III - U.S./INDIA MANAGEMENT, L.P. ("GGF III US IND MGMT"), (e) 1,000,000 shares of our common stock held by Sequoia Capital US/E Expansion Fund I, L.P. ("US/E EXP I"), and (f) 351,374 shares of our common stock held by Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ("GGF III"). SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of SCF and the managing member of SCFP, (ii) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of GGF III, (iii) the general partner of GGF III US IND MGMT, and (iv) the general partner of SC US/E EXP I MGMT, which is the general partner of US/E EXP I. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF, SCFP, GGF III, GGF III US IND MGMT, SC US/E EXP I MGMT, and US/E EXP I. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III and GGF III US IND MGMT are Douglas M. Leone and Roelof Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by GGF III and GGF III US IND MGMT. Ravi Gupta, a member of our Board of Directors, expressly disclaims beneficial ownership of the shares held by these entities, except to the extent of his pecuniary interest in such shares. The address for each of these entities is 2800 Sand Hill Road, Suite 101, Menlo Park, California.
(13)Based solely on a Form 4 filed with the SEC by Apoorva Mehta on February 27, 2025, consists of (a) 20,530,661 shares of our common stock held by The Apoorva Mehta Revocable Trust, dated June 20, 2018, of which Mr. Mehta is trustee and has sole voting and dispositive power, (b) 1,883,231 shares of our common stock held by AM Investment Holdings LLC, over which Mr. Mehta has sole voting and dispositive power, and (c) 4,866,785 shares of our common stock subject to stock options that are exercisable within 60 days of March 15, 2025. The address for Apoorva Mehta is 314 Lytton Avenue, Palo Alto, California 94301.
(14)Based solely on a Schedule 13G filed with the SEC by The Vanguard Group on November 12, 2024. The Vanguard Group has sole voting power with respect to 0 shares of our common stock, shared voting power with respect to 42,969 shares of our common stock, sole dispositive power with respect to 13,474,689 shares of our common stock, and shared dispositive power with respect to 193,381 shares of our common stock. The Vanguard Group is an investment advisor in accordance with Rule 13d-1(b). The address for The Vanguard Group is 100 Vanguard Boulevard. Malvern, Pennsylvania 19355.
55
TRANSACTIONS WITH RELATED PERSONS
In addition to the compensation arrangements with our directors and executive officers described in the sections titled "Director Compensation" and "Executive Compensation," the following is a description of each transaction since the beginning of our last fiscal year and each currently proposed transaction in which we are a party and:
●the amounts involved exceeded or will exceed $120,000; and
●any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a director or indirect material interest.
Relationship with Snowflake, Inc.
Mr. Slootman, a member of our Board of Directors, is currently Chairman of the board of directors of Snowflake Inc. ("Snowflake") and previously served as Chief Executive Officer of Snowflake until February 2024. No amounts were paid pursuant to our customer agreement with Snowflake during the three months ended March 31, 2024. The magnitude and timing of our cash payments to Snowflake for cloud-based data warehousing services are determined based on our contracts and payment terms. These cash payments generally represent prepayments for future services which, in many cases, span multiple fiscal periods. As such, the amount of payments, if any, in any period are not indicative of actual cloud-based data warehousing services provided to and used by us in that period, as the expenses related to usage are recognized over time as services are provided to us. As a result, we incurred $8 million of operating expenses relating to the actual usage of cloud-based data warehousing services provided by Snowflake during the quarter ended March 31, 2024.
Relationship with The New York Times Company
Meredith Kopit Levien, a member of our Board of Directors, is currently President, Chief Executive Officer, and a member of the board of directors of The New York Times Company. In March 2024, we entered into a commercial agreement with The New York Times Company pertaining to certain marketing and licensing arrangements. Pursuant to this agreement, we expect to make payments to The New York Times Company of approximately $8 million over the term of the agreement.
D1 Share Repurchase
On August 14, 2024, we repurchased 3.7 million shares of our common stock from D1 Iconoclast Holdings LP (the "Co-Investment Fund") for an aggregate purchase price of $117 million in a privately negotiated transaction pursuant to our previously announced share repurchase program. The investment manager of the Co-Investment Fund is D1 Capital Partners L.P., a registered investment adviser that is indirectly controlled by Daniel Sundheim, a member of our Board of Directors, and whose affiliated entities hold greater than 5% of our outstanding capital stock. In accordance with our Related Person Transactions Policy, our Audit Committee formed a subcommittee, consisting of Victoria Dolan and Michael Moritz, each of whom is a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act, which subcommittee approved this share repurchase in accordance with Rule 16b-3 under the Exchange Act.
Board Member Donation
In February 2025, a non-profit foundation of which Daniel Sundheim, a member of our Board of Directors, serves as president, donated $1 million, on behalf of our Board of Directors, to certain nonprofit organizations for the purchase of supplies on Instacart to be donated to Los Angeles County schools impacted by the recent wildfires.
Investors' Rights Agreement
We are party to an amended and restated investors' rights agreement with certain holders of our capital stock, including entities affiliated with D1 Capital Partners, which hold greater than 5% of our outstanding capital stock
56
and are affiliated with our director, Mr. Sundheim; entities affiliated with Sequoia Capital, which hold greater than 5% of our outstanding capital stock and are affiliated with our director, Mr. Gupta; and Apoorva Mehta and his affiliated entities, which hold greater than 5% of our outstanding capital stock. The amended and restated investors' rights agreement provides certain holders of our capital stock with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.
Indemnification Agreements
Our Amended and Restated Certificate of Incorporation contains provisions limiting the liability of directors and officers, and our Amended and Restated Bylaws provides that we will indemnify each of our directors and executive officers to the fullest extent permitted under Delaware law. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also provide our Board of Directors with discretion to indemnify our other officers, employees, and agents when determined appropriate by our Board of Directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them in certain circumstances.
Policies and Procedures for Transactions with Related Persons
Our Board of Directors has adopted a Related Person Transactions Policy setting forth policies and procedures for the identification, review, and approval or, if appropriate, ratification of related person transactions. Pursuant to this policy, our executive officers, directors, director nominees, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into any transaction with us in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest without the approval or ratification of our Audit Committee or other independent committee as may be designated by our Board of Directors. In approving or rejecting any such transaction, such committee is to consider all relevant facts and circumstances as appropriate, including, without limitation, the risks, costs, and benefits to Instacart, the impact on a director's independence in the event the related person is a director or director affiliate, the terms and purpose of the transaction, the availability of other sources for comparable services or products, whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party, and the extent of the related person's interest in the transaction.
57
OTHER MATTERS
Our Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
/s/ Fidji Simo
Fidji Simo
Chief Executive Officer and Chair
April 8, 2025
We have filed our Annual Report on Form 10-K for the year ended December 31, 2024 with the SEC. It is available free of charge at the SEC's website at www.sec.gov. Stockholders can also access this Proxy Statement and our Annual Report on Form 10-K at investors.instacart.com. A copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules therein, for the year ended December 31, 2024 is also available without charge upon written request to us via email at investors@instacart.com.
58