Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant   ☐

Payment of Filing Fee (Check all boxes that apply):

 

Shutterstock, Inc.

350 Fifth Avenue, 20th Floor

New York, New York 10118

November 9, 2026

Dear Stockholder:

On behalf of the Board of Directors (the "Board") and our senior management team, we are pleased to invite you to attend our 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") to be held on Tuesday, December 22, 2026 at 10:00 a.m. Eastern Time. The 2026 Annual Meeting will be a virtual stockholder meeting, conducted via live webcast.

You will be able to attend the 2026 Annual Meeting online and submit your questions during the meeting via live webcast at: www.virtualshareholdermeeting.com/SSTK2026. In order to attend the 2026 Annual Meeting as a stockholder, a control number will be required. For registered stockholders, the control number can be found on your proxy card. You will also be able to vote your shares electronically at the 2026 Annual Meeting. Please note that you will not be able to attend the 2026 Annual Meeting in person.

On or about November 9, 2026, we mailed to our stockholders a copy of this proxy statement (the "Proxy Statement"), the proxy card and our 2025 Annual Report to Stockholders (the "2025 Annual Report") (together, the "Proxy Materials"). We encourage you to read our 2025 Annual Report, as it includes our audited financial statements and provides important information about our business.

Details regarding the business to be conducted at the 2026 Annual Meeting are described in this Proxy Statement.

Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting via live webcast, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this Proxy Statement or the accompanying proxy card you received in the mail. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the 2026 Annual Meeting regardless of whether you attend the 2026 Annual Meeting.

As previously disclosed, on January 6, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") to combine in a merger-of-equals transaction with Getty Images Holdings, Inc. (NYSE: GETY) ("Getty Images") (such transaction referred to herein as the "Merger"). A majority of Shutterstock stockholders approved the adoption of the Merger Agreement at a special meeting of stockholders held on June 10, 2025. On June 30, 2026, Getty Images filed a Current Report on Form 8-K announcing that its Board of Directors unanimously resolved (a) not to proceed with the process to sell the Company's editorial business under the supervision of the CMA, and (b) to terminate the Merger Agreement following the passage of the Second Extended End Date (as defined in the Merger Agreement) on July 6, 2026, assuming no material change in the aforementioned circumstances prior to July 7, 2026. On July 7, 2026, the Merger Agreement was terminated. Thank you for your ongoing support of, and continued interest in, Shutterstock.

Sincerely,

 

Jonathan Oringer

Chief Executive Officer and Chairman of the Board

SHUTTERSTOCK, INC.

 

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

On or about November 9, 2026, we mailed to our stockholders the Proxy Materials containing instructions on how to access this Proxy Statement and 2025 Annual Report and how to vote online.

By Order of the Board of Directors,

 

Colleen Kearney

Senior Vice President, General Counsel and Corporate Secretary

New York, New York

November 9, 2026

Our Proxy Statement and 2025 Annual Report to Stockholders are available at www.proxyvote.com

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete Proxy Statement and our 2025 Annual Report before voting.

Meeting Information

How to Vote

Your vote is important. You may vote your shares in advance of the 2026 Annual Meeting via the Internet, by telephone or by mail, or during the meeting by attending and voting electronically. If you vote via the Internet, by telephone or plan to vote electronically during the 2026 Annual Meeting, you do not need to mail in a proxy card.

We first began sending our stockholders the Proxy Materials, and made our proxy materials available, on or about November 9, 2026.

PROPOSALS AT THE 2026 ANNUAL MEETING

2025 Business Highlights⁽¹⁾

Our platform brings together users and contributors of content by providing readily searchable content that our customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to our web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage our platform to assist with the entire creative process from ideation through creative execution. Our collection of content is one of the largest of its kind, and we delivered 453.1 million paid downloads to our customers across our brands during the year ended December 31, 2025. The highlights of our 2025 performance versus 2024 performance⁽¹⁾ include:

➢ Revenue increased 6% to $989.9 million

➢ Income from operations increased 9% to $75.1 million

➢ Net income increased 27% to $45.5 million

➢ Adjusted EBITDA increased 10% to $271.8 million⁽²⁾

➢ Operating cash flows increased $134.0 million to $166.7 million

➢ Adjusted free cash flow increased $40.8 million to $149.5 million⁽²⁾

At our 2025 Annual Meeting, approximately 85% of the votes cast by stockholders on the advisory vote on executive compensation were in favor of the compensation of our named executive officers. The Board and Compensation Committee reviewed these final vote results and determined that, given the significant level of support of our approach to compensation by our stockholders, stockholders were not demanding significant changes to our executive compensation policies.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Shutterstock, Inc.'s ("Shutterstock," "we," "us," or the "Company") plans, intentions, expectations, assumptions, goals and beliefs regarding its business. All statements other than statements of historical fact are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our future business, our ability to consummate acquisitions and integrate the businesses we have acquired or may acquire into our existing operations, management strategies and our competitive position.

You can identify many forward-looking statements by words such as "may," "will," "would," "should," "could," "expects," "aims," "anticipates," "believes," "estimates," "intends," "plans," "predicts," "projects," "seeks," "potential," "opportunities," "targets," "goals," and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially include those factors discussed under "Risk Factors" in the Original 2025 Form 10-K, and our Form 10-K/A filed with the SEC on April 24, 2026, as supplemented from time to time (together with the Original 2025 Form 10-K, the "2025 Form 10-K"). Given these and other risks and uncertainties, you should not place undue reliance on any forward-looking statements.

The forward-looking statements contained in this Proxy Statement speak only as of the date of this Proxy Statement. We do not intend, and except as required by law, undertake no obligation, to update any forward-looking statements as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Proxy Statement.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names of our directors and executive officers and their ages, positions and biographies as of November 9, 2026 are set forth below. Our business and affairs are managed under the oversight of our Board of Directors, and our executive officers are appointed by and serve at the discretion of our Board of Directors. There are no family relationships among our directors or executive officers.

Jonathan Oringer has served as our Chief Executive Officer and Chairman of the Board since October 2026. Prior to his appointment as Chief Executive Officer, Mr. Oringer served as the Executive Chairman of the Board from April 2020 to October 28, 2026. Prior to assuming the role of Executive Chairman, Mr. Oringer served as Chief Executive Officer from the founding of the Company in 2003 until 2020. Prior to founding Shutterstock, Mr. Oringer served as a director of several private companies. Mr. Oringer served on the Columbia Engineering Board of Visitors from 2019 to June 2025. Mr. Oringer holds a B.S. in computer science and mathematics from State University of New York at Stony Brook and an M.S. in computer science from Columbia University.

Timothy Adams has served as a member of our Board since September 2026. Mr. Adams has served as the Chief Financial Officer of Validity Inc., an AI-powered email marketing company, since January 2026. Prior to joining Validity, Mr. Adams served as the Chief Financial Officer of Rapid7 Inc., a cybersecurity company, from January 2022 to November 2025. Prior to joining Rapid7, Mr. Adams served as the Chief Financial Officer of BitSight Technologies, Inc., a cybersecurity ratings company, from April 2020 to December 2021. Mr. Adams has served as a member of the board of directors, the nominating and corporate governance committee and the chair of the audit committee of Model N, a public revenue management solutions company, from December 2016 to June 2024. Mr. Adams is currently a member of the Board of the Murray State University Foundation. Mr. Adams began his career in public accounting at PricewaterhouseCoopers LLP, formerly Price Waterhouse. Mr. Adams holds a B.S. in accounting from Murray State University and an M.B.A. from Boston University.

Hichame Assi has served as our President and Chief Operating Officer since October 2026. Mr. Assi is the Chief Executive Officer of Envato, a leading global creative platform, which the Company acquired in 2024. Prior to joining Envato in October 2020, Mr. Assi served for a decade in various roles at HotelsCombined, a global travel accommodation and search aggregation platform, including as Chief Executive Officer from January 2016 until August 2020. While at HotelsCombined, Mr. Assi led the company from a startup to an internationally recognized brand before its acquisition by Bookings Holdings. Prior to that, he spent six years at OctopusTravel.com, where he held various roles including General Manager of Australia and New Zealand and Head of Online Marketing for the Asia-Pacific region. Mr. Assi received his bachelor's degree in English Literature from Aleppo University and received his Master of Science in eCommerce from the University of London.

Rachna Bhasin has served as a member of our Board since August 2019. Ms. Bhasin is the Founder/CEO of EQ Partners, a strategic advisory, consulting and investment company serving early-stage companies in the areas of

technology and media. Ms. Bhasin was Chief Business Officer of Magic Leap, Inc., a spatial computing company, from October 2015 through January 2019 and prior to that, served as SVP, Corporate Strategy and Business Development at SiriusXM Radio, Inc. from November 2010 through October 2015. Ms. Bhasin also held positions at Dell, Inc., where she led the company's consumer strategic partnership and personalization, and at EMI Music North America as Vice President of Business Development. Since March 2016, Ms. Bhasin has served as an Independent Director for Ryman Hospitality Properties (NYSE: RHP), a hotel, resort, entertainment and media company, where she serves on the Human Resources Committee and Chairs the Risk Committee. She is a member of the Board of Directors of Audiomack, a private company providing a music streaming and audio distribution platform, and is a Senior Advisor to Alignment Growth Capital, a fund that invests globally in growth-stage companies across media, entertainment and gaming. She joined the Board of Directors of Lotus House Sundari Foundation, Inc., a nonprofit organization that provides shelter and resources to homeless women and children, in December 2024. Ms. Bhasin joined the board of Valocity, a global technology company that provides digital solutions for the property valuation and mortgage lending industries, in May 2025. Ms. Bhasin served as an Independent Director for PropertyGuru (NYSE: PGRU), a Southeast Asian Property Platform, where she served on the Audit Committee, from August 2021 through December 2024 and on the Special Committee as it was taken private. Ms. Bhasin also served as a member of the Board of Directors for Newlab, which helps commercialize and scale the critical technologies needed to decarbonize the economy, from June 2023 to December 2024. Ms. Bhasin holds a Bachelor of Commerce and Administration with Honors from the Victoria University of Wellington in New Zealand and an M.B.A. from Harvard Business School.

Thomas R. Evans has served as a member of our Board since March 2012. From January 2014 through December 2015, Mr. Evans served as Advisor to the Board of Bankrate, Inc., a leading aggregator of financial rate information, and from March 2004 until December 2013, when he retired, Mr. Evans served as its President and Chief Executive Officer and a director. Mr. Evans served as a director of Millennial Media, Inc., a public mobile marketplace company, from 2014 to November 2015 and as a director of Future Fuel Corp., a public chemical manufacturing company, from 2005 until September 2015. Mr. Evans served as a director of Angie's List, Inc., an online platform that connects home service professionals to customers, from February 2016 to September 2017, including serving as its Chairman of the Board from October 2016 through September 2017, until it was merged with the HomeAdvisor business of IAC/InterActiveCorp. Mr. Evans currently serves as a director of ANGI Homeservices Inc. and serves as a member of its Audit Committee and Chairman of its Compensation Committee. He also serves as a director and the Executive Chairman of Torticity, an end-to-end technology-driven online service for litigation law firms. From February 2021 to 2023, Mr. Evans also served as a director of G Squared Ascend I Inc., a special purpose acquisition company, and served as a member of its Audit, Compensation and Nominating and Corporate Governance Committees. He also served as a director of The Knot Worldwide from February 2018 until December 2024. Mr. Evans holds a B.S. in business administration from Arizona State University.

Rik Powell served as our Chief Financial Officer from November 2024 until November 2026 and served as our Interim Chief Executive Officer from July 2026 to October 2026. Prior to joining the Company, Mr. Powell was Senior Vice President, Finance and Investor Relations at Shake Shack, an NYSE publicly traded quick services restaurant group, from 2022 to 2024. Prior to that, Mr. Powell served in various finance positions at Getty Images, a visual media company, where he ultimately advanced to the position of Chief Financial Officer from 2017 to 2020. Prior to that, Mr. Powell held various finance roles at Dell Computer Corporation and HP Inc. and started his career at Grant Thornton LLP. Mr. Powell is from Oxford in the United Kingdom and has been a Fellow of the UK Chartered Association of Certified Accountants for a number of years.

Scott Grossman was appointed to serve as our Chief Financial Officer beginning on November 2, 2026. Mr. Grossman has served as our Senior Vice President, Global Head of Finance from July 2026 until November 2026. Prior to holding this position, Mr. Grossman served as our Senior Vice President, Finance Strategy & Investor Relations from May 2025 until July 2026, our Global Head of Financial Planning & Analysis from January 2023 until May 2025 and started as the Vice President, Corporate Financial Planning & Analysis when joining Shutterstock in May 2022. Prior to joining Shutterstock, Mr. Grossman served as the Vice President, Financial Planning & Analysis and Consolidations at Compass, Inc. (NYSE: COMP), a real estate technology company, from October 2020 to May 2022; as Head of Consolidation, Financial Planning & Analysis at Spotify Technology S.A. (NYSE: SPOT), a global audio streaming service, from May 2017 to October 2020; and has prior Financial Planning & Analysis and reporting experience at a variety of media and advertising company, including CBS Radio, Home Box Office and the Interpublic Group. Mr. Grossman holds a Master of Accounting and a B.S. in Business Administration from the Keenan-Flager Business School at the University of North Carolina at Chapel Hill and is a Certified Treasury Professional and formerly a Certified Public Accountant.

Matthew Salzberg has served as a member of our Board since September 2026. Mr. Salzberg is a CEO, investor, and founder focused on building and scaling technology-enabled businesses. Since February 2022, Mr. Salzberg has served as co-founder and Chairman of Unlimited, an alternative investment manager offering publicly traded ETFs and private investment funds. He is also the co-founder of Embark Veterinary, a leading canine genetics company, where he has served as a director since July 2015, and the co-founder and director of Coldcart, a software company focused on perishable logistics, since June 2021. From July 2019 to September 2024, Mr. Salzberg served as the founder and Managing Partner of Material, a venture capital firm. In 2011, Mr. Salzberg founded Blue Apron, the meal kit pioneer, and served as Chief Executive Officer for its first six years, from December 2011 to November 2017, overseeing the company's growth from idea to category-leading public company. During that time, Blue Apron became a nationally recognizable consumer brand serving millions of customers. Mr. Salzberg led the company's initial public offering in June 2017 and served as CEO as the business scaled to approximately $910 million in LTM revenue and more than 5,000 employees. He served, first as Executive Chairman, then as Chairman of the Board of Blue Apron Holdings, Inc. from November 2017 to September 2021. From September 2023 to September 2025, Mr. Salzberg served as Chief Executive Officer of Ambr Group, a portfolio of e-commerce brands, where he was brought in to lead a restructuring of the organization. Earlier in his career, Mr. Salzberg worked as a Senior Associate at Bessemer Venture Partners, a venture capital firm, and as an analyst at The Blackstone Group, a private equity and asset management firm. Mr. Salzberg holds an A.B. in Economics, summa cum laude, from Harvard College and an M.B.A. from Harvard Business School.

Jaime Teevan has served as a member of our Board since July 2024. Recognized globally for her contributions to productivity and personalized search, Dr. Teevan's work has earned her a spot on TIME Magazine's list of the top 100 influential figures in AI. As Microsoft's Chief Scientist and Technical Fellow, her career is distinguished by pioneering product innovations that are deeply rooted in rigorous research. Dr. Teevan spearheaded the creation of M365 Copilot, integrating AI into Microsoft's suite of products, and is credited with inventing Bing's first personalized search algorithm. Prior to her current role, Dr. Teevan was the Technical Advisor to Microsoft CEO Satya Nadella. Dr. Teevan is an elected ACM Fellow and member of the prestigious SIGIR and CHI Academies. Dr. Teevan holds a Ph.D. in AI from MIT and a B.S. from Yale University, and is an Affiliate Professor at the University of Washington. Dr. Teevan has served on the Board of Trustees of Yale University since July 2025. Dr. Teevan served on the board of the Computing Research Association, which plays a crucial role in shaping the future of computing research and influencing policy decisions, until July 2025.

Michael Thompson has served as a member of our Board since September 2026. Mr. Thompson has served as Managing Partner of Reinvent Capital, a private investment fund focused on technology companies, since 2017. Previously, he founded and served as Managing Partner of BHR Capital, a New York-based hedge fund, from 2009 to 2016. Mr. Thompson is an early investor in SpaceX and has been an investor in several leading technology companies. He serves on the Board of Directors of American Banknote Corporation (since 2017), Joby Aviation (since 2024) and Oklo Inc. (since 2025), and has been an advisor to Xona Space Systems since 2025. Throughout his career, he has advised and served on the boards of numerous innovative technology companies, with a focus on aerospace, advanced energy and emerging technologies with a focus on AI applications in the physical world. Mr. Thompson holds a Bachelor of Business Administration in International Finance from the Honors Program at the University of Georgia.

Board Structure, Director Nominations and Qualifications

Our Board is divided into three classes for purposes of elections. One class is elected at each Annual Meeting of Stockholders to serve for a three-year term. The directors are classified into three classes as follows: Timothy Adams, Deirdre Bigley, Matthew Salzberg and Alfonse Upshaw each serve as a Class II director with a term ending at the 2026 Annual Meeting of Stockholders; Thomas R. Evans and Michael Thompson each serve as a Class III director with a term ending at the 2027 Annual Meeting of Stockholders; and Jonathan Oringer, Rachna Bhasin and Jaime Teevan each serve as a Class I director with a term ending at the 2028 Annual Meeting of Stockholders. Deirdre Bigley and Alfonse Upshaw will not stand for reelection and will serve until this 2026 Annual Meeting of Stockholders.

Our Nominating and Corporate Governance Committee is charged with identifying, evaluating and recommending director nominees to the full Board, as well as considering candidates for election to the Board recommended by stockholders. In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee takes into account many factors, including international business experience; experience in industries beyond technology; financial experience and a good reputation within the financial community; business management experience and the potential to succeed top management in the event Board intervention is necessary on an unexpected basis; business contacts, business knowledge and influence that may be useful to our business

and product lines; and knowledge about our industries and technologies. The Nominating and Corporate Governance Committee will also factor into its determination the following qualities with respect to potential director nominees:

In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the Board as well as the director's service on the boards of other public companies to ensure that the director can carry out director duties in a responsible manner. Upon determining the need for additional or replacement Board members, the Nominating and Corporate Governance Committee will identify one or more director candidates and evaluate each candidate under the criteria described above based on information provided to the committee by the Company or a third-party or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the committee deems appropriate. Based on its assessment of each candidate's independence, skills and qualifications and the criteria described above, the Nominating and Corporate Governance Committee will make recommendations regarding potential director candidates to the Board. The Nominating and Corporate Governance Committee may consult with management or engage third parties to assist in the search for director candidates or to assist in gathering information regarding a candidate's background and experience.

We have adopted a director resignation policy, pursuant to which any nominee for director who, in an uncontested election, receives more votes "WITHHELD" than "FOR" his or her election is expected to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee and subsequently by the Board. Our director resignation policy is incorporated into our Corporate Governance Guidelines, a copy of which can be found through the "Corporate Governance" link on our Investor Relations page at investor.shutterstock.com.

Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, has voted to nominate Messrs. Adams and Salzberg for election to the Board as Class II directors at the 2026 Annual Meeting to serve for a term of three years until the 2029 Annual Meeting of Stockholders, or until their respective successors have been elected and qualified or, if sooner, until their respective resignation or removal. Messrs. Adams and Salzberg are currently members of the Board.

Corporate Governance and Board Matters

Corporate Governance, Business Conduct and Compliance

We have a strong commitment to effective corporate governance and have in place a comprehensive corporate governance framework for our operations. We have adopted Corporate Governance Guidelines, which, in conjunction with our Charter, our amended and restated Bylaws (the "Bylaws"), and charters of the standing committees of our Board, form the framework for our corporate governance.

We have also adopted a Code of Business Conduct and Ethics ("Code of Ethics") that applies to all of our directors, officers and employees, including our senior financial officers. Our Code of Ethics requires, among other things, that all of our directors, officers and employees comply with all laws, attempt to avoid conflicts of interest, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company's best interest. In addition, our Code of Ethics imposes obligations on all of our directors, officers and employees to maintain books,

records, accounts and financial statements that are accurate and that comply with applicable laws and with our internal controls, as well as providing for disclosure controls and procedures.

We maintain a corporate governance page on our website that includes key information about our corporate governance initiatives, including our Corporate Governance Guidelines and Code of Ethics. The corporate governance page can be found on our Investor Relations website at investor.shutterstock.com under the link for "Corporate Governance." We will promptly post under the same link amendments to or waivers, if any, of our Code of Ethics, involving our directors and executive officers.

We also maintain policies to ensure our operations not only are compliant with applicable law, the rules and regulations of the SEC, and the listing standards of the New York Stock Exchange ("NYSE"), but also promote good corporate governance principles and standards of behavior. A summary of our corporate governance policies is set forth in the following table.

A copy of any of the policies set forth above may be requested from the Corporate Secretary, Shutterstock, Inc., 350 Fifth Avenue, 20^th Floor, New York, New York 10118.

Director Independence

Our Corporate Governance Guidelines state that a majority of the Board will consist of directors who meet the independence requirements of the NYSE listing standards, as well as the criterion related to contributions to tax-exempt organizations. A copy of our Corporate Governance Guidelines, which include our definitions for independence, can be found on our Investor Relations website at investor.shutterstock.com under the link for "Corporate Governance." Our Board conducts an annual review to determine whether each of our directors qualifies as independent as defined in our Corporate Governance Guidelines and the NYSE listing standards applicable to board composition. The Board makes an affirmative determination regarding the independence of each director, based upon the recommendation of the Nominating and Corporate Governance Committee.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Mr. Adams, Ms. Bigley, Ms. Bhasin, Mr. Evans, Mr. Salzberg, Dr. Teevan, Mr. Thompson, and Mr. Upshaw, representing eight of our nine current directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. In addition, each committee of the Board is composed solely of independent directors, consistent with the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.

Board Leadership Structure

Our Corporate Governance Guidelines are designed to promote the functioning of the Board and its committees. These Guidelines address Board composition, Board functions and responsibilities, qualifications, leadership structure, committees and meetings.

Our Corporate Governance Guidelines do not indicate a particular Board structure, and the Board is given the flexibility to select its Chairman and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Following a thorough review by the Nominating and Corporate Governance Committee and the independent members of the Board as well as a multi-year discussion on Chief Executive Officer succession planning, the Board determined in February 2020 to separate the positions of Chairman and Chief Executive Officer and to create the role of Executive Chairman, until October 2026, when Mr. Oringer was appointed to serve as Chief Executive Officer and Chairman of the Board. As a result of Mr. Oringer's status as Founder and his role and responsibilities as Executive Chairman through October 2026, and as Chief Executive Officer and Chairman of the Board since October 2026, Mr. Oringer is not considered to be an independent Chairman. Since October 2014, the Board has appointed Mr. Evans as our "Presiding Director" to preside over non-management and executive sessions of the Board.

Chairman Roles and Responsibilities

In his prior role as Executive Chairman, and now as Chairman of the Board, Mr. Oringer focuses on the leadership of the Board, including ensuring that Board functions are effectively carried out and, where functions have been delegated to Committees of the Board, that the results are reported to the Board; ensuring that the interests of various stakeholders are considered by the Board; engaging with our Presiding Director to facilitate communication between management and the independent directors; providing input on the performance of our then serving Chief Executive Officer (prior to his appointment to serve as our Chief Executive Officer) and acting as primary spokesman for the Board.

During fiscal 2025 until October 2026, Mr. Oringer met regularly with Paul Hennessy and Rik Powell, during their periods of service as our Chief Executive Officer, to advise and counsel across a wide range of issues; participating in discussions on the Company's long-term growth, including discussions on strategic planning and capital allocation; was available to the executive leadership team and other management to provide feedback and advise, where needed; and worked with Mr. Hennessy and Mr. Powell during their periods of service as our Chief Executive Officer and other members of management to drive key business relationships.

Board Role in Risk Oversight

Effective risk management is critical to our Company's ability to achieve its strategy. The Board oversees management in exercising its responsibility for managing risk, considering our robust framework of policies, procedures, and processes to anticipate, identify, assess, prioritize, and mitigate risks across the Company. Responsibility for managing risk rests with executive management while the Board and its committees participate in oversight of the process. Specifically, the Board has responsibility for overseeing the strategic planning process, reviewing and monitoring management's execution of the Company's strategic and business plans, and selected risk areas. Each Board committee is responsible for oversight of specific risk areas relevant to its respective committee charter.

The oversight responsibility of the Board and its committees is informed by reports from our management team and our internal audit function that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. Specifically, the Company has robust internal processes and an internal control environment that facilitate the identification and management of risks and regular communication with the Board and its committees. These include an enterprise risk management assessment, regular internal management Disclosure Committee meetings, a Code of Business Conduct and Ethics and a comprehensive internal and external audit process. The Board executes its oversight responsibility directly and through its committees, which regularly report back to the Board. Some examples of risks overseen by committees are:

Each committee reports regularly to the Board with respect to such committee's particular risk oversight responsibilities.

Highlight on the Board Roles in Oversight of Human Capital Management

The Board has long recognized that our employees are some of our most important assets and is engaged with management on ensuring that our Company is an employer of choice for the most talented employees in our industry. While the full Board discusses human capital management with regard to its role in overseeing our overall long-term strategy, our Compensation Committee has responsibility for overseeing human capital management and our corporate culture.

Highlight on the Board Roles in Oversight of Cybersecurity and Data Privacy

The Board and the Audit Committee are each involved in oversight of the Company's management of cybersecurity risk. Cybersecurity is vital to protecting proprietary and confidential information and the trust of our customers, contributors and employees. To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. The Audit Committee receives regular reports from the then-current Chief Information Security Officer and Chief Technology Officer, as applicable, on, among other things, the Company's cyber risks and threats, the status of projects to strengthen the Company's information security systems, assessments of the Company's security program and the emerging threat landscape. The Audit Committee regularly briefs the full Board on these matters. The Board and its committees also discuss recent incidents throughout the industry and the emerging threat landscape.

Stockholder Communication with the Board

Stockholders and other interested parties may communicate directly with the Board, with any director, including our Presiding Director, or with the independent directors as a group or any other group of directors by writing to our Corporate Secretary at Shutterstock, Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 20^th Floor, New York, New York 10118, with a request to forward such communication to the intended recipient or recipients. Messages received with such a request will be forwarded to the appropriate director or directors. If the communication is addressed to the Presiding Director, the communication will be forwarded directly to the Presiding Director and will not be processed by the Corporate Secretary. If no particular director is named, letters will be forwarded, depending upon the subject matter, to the Chair of the Audit, Compensation, or Nominating and Corporate Governance Committee, as the Corporate Secretary deems appropriate or necessary.

Board Meetings

During 2025, the Board held eight meetings and additionally took action on five occasions by unanimous written consent. Each of our directors attended, in person or by telephone, at least 75% of the total number of meetings of both the Board of Directors and Board committees on which such director served during the period. Under our Corporate Governance Guidelines, each of our directors is strongly encouraged to make every effort to attend our annual meetings. All but two of the directors serving at the time of the 2025 Annual Meeting of Stockholders attended the meeting.

Executive Sessions

Executive sessions of our independent directors are generally held in connection with regularly scheduled Board meetings and are chaired by our Presiding Director. Our standing committees also generally meet in executive sessions at the end of each committee meeting.

Board Committees

In 2025, our Board had three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these committees operates under a written charter approved by the Board, copies of which are available on our website at investor.shutterstock.com. These committees currently comprise the following independent members:

The following table summarizes the membership of each of the Board's committees throughout 2025:

  Committee Chairperson

The following table summarizes the current membership of each of the Board's committees:

  Committee Chairperson

Each of our standing committees has a written charter approved by the Board that establishes the committee's roles and responsibilities. Copies of the charters for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee can be found on our Investor Relations website at investor.shutterstock.com under the link for "Corporate Governance." Please note that information on, or that can be accessed through, our website is not part of the proxy soliciting materials, is not deemed "filed" with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, and, except for information filed by the Company under the cover of Schedule 14A, is not deemed to be proxy soliciting materials.

Audit Committee

The primary purpose of our Audit Committee is to assist the Board in its oversight of our corporate accounting and financial reporting process and internal controls over financial reporting. As more fully described in its charter, the Audit Committee's responsibilities include:

During 2025, our Audit Committee consisted of Mr. Upshaw, who served as its chairman, Ms. Bhasin and Mr. Evans. Our Audit Committee currently consists of Mr. Upshaw, who serves as its chairman, Mr. Adams, Ms. Bhasin and Mr. Evans. The Audit Committee met four times during 2025. The Board, in its business judgment, has determined that each director serving on the Audit Committee meets the independence criteria prescribed by the Exchange Act and SEC rules and regulations and meets the NYSE's financial literacy requirements for audit committee members. The Board has also determined that Mr. Upshaw qualifies as an audit committee financial expert within the meaning of SEC rules.

Compensation Committee

The primary purpose of our Compensation Committee is to assist the Board in overseeing our compensation program. As more fully described in its charter, the Compensation Committee's responsibilities include:

The engagement of any compensation consultants, legal counsel or other advisors rests exclusively with our Compensation Committee, which has sole authority to retain and terminate any compensation consultant, counsel or other advisor that it uses. See also "Director Compensation" for a discussion of the role of our compensation consultant.

During 2025, our Compensation Committee consisted of Ms. Bigley, who served as its chairman, Ms. Bhasin and Mr. Evans. Our Compensation Committee currently consists of Mr. Salzberg, who serves as its chairperson, Ms. Bhasin, Dr. Teevan and Mr. Thompson. The Compensation Committee met two times during 2025. The Board, in its business judgment, has determined that each director serving on the Compensation Committee meets the independence requirements prescribed by the NYSE and is a "non-employee director" for purposes of the Exchange Act and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.

For additional information regarding determination of our directors' and executive officers' compensation, please refer to the discussion set forth under "Director Compensation" and "Setting Our Compensation."

Nominating and Corporate Governance Committee

The primary purposes of our Nominating and Corporate Governance Committee are to assist our Board in identifying individuals qualified to become members of our Board, to oversee the evaluation of our Board and management and to review and update our corporate governance principles. As more fully described in its charter, the Nominating and Corporate Governance Committee's responsibilities include:

During 2025, our Nominating and Corporate Governance Committee consisted of Mr. Evans, who served as its chairman, Ms. Bigley and Ms. Bhasin. Our Nominating and Corporate Governance Committee currently consists of Mr. Thompson, who serves as its chairperson, Mr. Adams and Mr. Evans. The Nominating and Corporate Governance Committee met once during 2025. The Board, in its business judgment, has determined that each director serving on the Nominating and Corporate Governance Committee meets the independence requirements prescribed by the NYSE.

PROPOSAL ONE: ELECTION OF DIRECTORS

The Board is divided into three classes. Directors are elected by class for three-year terms. The Nominating and Corporate Governance Committee recommended, and the Board has nominated, two Class II directors, Timothy Adams and Matthew Salzberg, as nominees for election as members of our Board at the 2026 Annual Meeting. Deirdre Bigley and Alfonse Upshaw will not stand for reelection and will serve until this 2026 Annual Meeting of Stockholders.

In September 2026, the Board, based on the recommendation of the Nominating and Corporate Governance Committee, appointed Messrs. Adams and Salzberg to serve as Class II directors and Mr. Thompson to serve as a Class III director. Messrs. Adams, Salzberg and Thompson were initially identified as potential director nominees by non-management directors of the Board.

Messrs. Adams and Salzberg have each agreed to serve as a director of the Company if elected. The term of office of a director elected at the 2026 Annual Meeting will continue until the Annual Meeting of Stockholders held in 2029, or until such director's successor has been duly elected and qualified, or until such director's earlier resignation or removal.

The table below summarizes the key qualifications, skills or attributes of each director nominee standing for election at the 2026 Annual Meeting, which we believe qualify the director to serve on our Board. For additional information regarding our Board members, including our director nominees standing for election at the 2026 Annual Meeting, please refer to the biographies set forth under "Directors and Executive Officers."

A plurality of the votes cast in the election of directors is required to elect a nominee to our Board. The Board has adopted a director resignation policy, pursuant to which any nominee for director who, in an uncontested election, has more votes "WITHHELD" than "FOR" his or her election is expected to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee and subsequently by the Board. Our director resignation policy is incorporated into our Corporate Governance Guidelines, a copy of which can be found through the "Corporate Governance" link on our Investor Relations page at investor.shutterstock.com.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.

The key qualifications, skills or attributes of the members of the Board whose terms or directorships do not expire at the 2026 Annual Meeting are set forth below.

DIRECTOR COMPENSATION

The overall goal of our director compensation program is to provide compensation for our non-employee directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee the Company's affairs. Our director compensation program is also intended to align the interests of our directors and our stockholders, and we have chosen to do so by compensating our non-employee directors with a mix of cash and equity-based compensation. We also reimburse our non-employee directors for reasonable travel expenses and other out-of-pocket costs incurred in connection with attending Board and committee meetings.

The Compensation Committee reviews director compensation periodically and recommends changes to the Board, when it deems appropriate, taking into account various factors, including the responsibilities of directors generally and the responsibilities of committee chairs, and the Company's performance. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation. Directors who also serve as employees of the Company do not receive payment for services as a director.

Our 2022 Omnibus Equity Incentive Plan, as amended and restated (the "Amended and Restated 2022 Plan") limits the maximum aggregate value of awards granted under the Amended and Restated 2022 Plan (based on their grant date fair value for financial reporting purposes) and cash payable to any individual non-employee director in any fiscal year to $750,000, subject to extraordinary circumstances for any non-employee director as the Board may determine in its discretion and in accordance with the terms of the Amended and Restated 2022 Plan. The Board believes this is a meaningful limit on total director compensation.

Cash Compensation: Our non-employee director compensation program provides for an annual fee of $50,000 and fees for the chairperson and members of our Audit, Compensation, and Nominating and Corporate Governance Committees as follows:

In addition to the annual cash retainer, the independent director who serves as the presiding director receives an additional annual cash retainer in the amount of $20,000. All fees are payable quarterly in arrears (and prorated in the event of service less than an entire quarter).

2025 Non-Employee Director Equity Compensation: Our non-employee director compensation program also provides for a restricted stock unit ("RSU") award with a cash value equal to $175,000 annually upon election and annually thereafter, with the grant date of such annual award to be the date of our annual meeting of stockholders. These RSUs vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date immediately preceding the date of our next annual meeting of stockholders, subject in each case to the non-employee director's continued service to the Company through the vesting date. If a non-employee director is appointed to the Board at any point other than at the annual meeting of stockholders, the initial director grant is prorated.

The number of RSUs subject to the grant is determined by dividing the cash value of the award by the average of our closing price for a share of our Common Stock during the 30 trading-day period ending on the date immediately prior to the grant date, rounded down to the nearest whole number of shares. These RSU grants are issued pursuant to and are subject to the terms and conditions of the Amended and Restated 2022 Plan and the terms of the RSU agreements entered into between each non-employee director and the Company. Furthermore, pursuant to the terms of our director compensation policy, the RSUs fully vest upon a change in control of the Company. The Company also provides our non-employee directors the option to elect to defer the settlement of the vested shares subject to their RSU grants to be issued on the earliest of a fixed date in the future or the date of the non-employee director's separation from service, and the date of a change in control of the Company.

Director Compensation Table

The following table provides information on the amount of compensation received by our non-employee directors for the year ended December 31, 2025. Information regarding the compensation of Mr. Oringer and Mr. Hennessy is set forth in the Summary Compensation Table included elsewhere in this Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth information, as of November 2, 2026, or as of the dates referenced below, regarding the beneficial ownership of our Common Stock by:

As of November 2, 2026 we had 37,037,283 shares of Common Stock outstanding. We computed the number of shares beneficially owned and the percentage of Common Stock represented by that ownership based on the SEC's rules. Accordingly, ownership reflects shares over which a person has voting or investment power and includes shares that a person has the right to acquire by January 1, 2027 in connection with stock options or vesting of RSUs (not taking into account the withholding of shares of Common Stock to cover applicable taxes). Unless otherwise noted below, the address of each beneficial owner listed in the table below is c/o Shutterstock, Inc., 350 Fifth Avenue, 20^th Floor, New York, New York 10118. 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 investment power with respect to all shares of Common Stock that they beneficially own.

PROPOSAL TWO:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

As required pursuant to Section 14A of the Exchange Act, the Board is asking you to approve, on an advisory basis, the executive compensation programs and policies and the resulting compensation of the named executive officers ("NEOs") listed in the Summary Compensation Table as described in this Proxy Statement.

Because the vote is advisory, the result will not be binding on the Compensation Committee or the Company and it will not affect, limit or augment any existing compensation or awards. The Compensation Committee will, however, take into account the outcome of the vote when considering future compensation arrangements.

The affirmative "FOR" vote of a majority of the shares present and entitled to vote at the 2026 Annual Meeting, either represented by proxy or by attending the meeting, is required to approve, on an advisory basis, the compensation of our NEOs.

We believe you should read the Compensation Discussion and Analysis, compensation tables and accompanying narrative information and also consider the factors below in determining whether to approve this proposal.

We have determined to include a stockholder vote on the compensation of named executive officers (commonly known as a "say on pay" vote) in our proxy statement annually until the next required vote on the frequency of say on pay votes. The next say on pay vote accordingly will be held at the 2027 Annual Meeting of Stockholders.

Key Features of our Executive Compensation Program

The discretionary structure of our compensation program allows our Board and our Compensation Committee to determine pay based on a comprehensive view of the quantitative and qualitative factors they believe best reflect the results that will produce long-term business success. The Board and the Compensation Committee maintain a strong correlation between our financial results and Company objectives and NEO compensation actually awarded.

We designed our compensation programs for NEOs to attract, motivate and retain the key executives who drive our success. Pay that reflects performance and alignment of that pay with the interests of our stockholders are the key principles that underlie our compensation program and decisions. In that regard, we:

Although the vote in this Proposal 2 is non-binding, the Board and the Compensation Committee value the opinions of the stockholders and will review the voting results and consider the outcome of the say-on-pay vote and stockholder concerns, along with other relevant factors, when making future compensation design decisions.

In accordance with the wishes of our stockholders based on a vote in 2021 regarding the frequency of say-on-pay proposals, we currently hold our say-on-pay vote every year. Accordingly, we are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement by voting "FOR" the following resolution at the 2026 Annual Meeting:

"RESOLVED, that the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K in this Proxy Statement, including in the "Compensation Discussion and Analysis," the compensation tables and the narrative discussion, is hereby approved."

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS RESOLUTION.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation program and the decisions made in 2025 as they pertain to each individual who served as our Chief Executive Officer ("CEO"), our Chief Financial Officer ("CFO"), and our other executive officers during our fiscal year ended December 31, 2025. Throughout this document, these executives are collectively referred to as our "NEOs" or our "named executive officers." During fiscal year 2025, our named executive officers were:

This Compensation Discussion and Analysis is organized into four sections:

Section 1 - Executive Summary

Our success depends, in part, on our ability to attract, engage, motivate and retain highly talented individuals who are committed to our vision, strategy and values. One of the key objectives of our executive compensation program is to maintain a strong alignment between corporate performance and executive compensation by tying incentive compensation to the achievement of performance metrics that we believe increase the Company's long-term value and align our executives' interests with the interests of our stockholders.

2025 Business Highlights⁽¹⁾

Our platform brings together users and contributors of content by providing readily searchable content that our customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to our web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage our platform to assist with the entire creative process from ideation through creative execution. Our collection of content is one of the largest of its kind, and we delivered 453.1 million paid downloads to our customers across our brands during the year ended December 31, 2025. The highlights of our 2025 performance versus 2024 performance⁽¹⁾ include:

Shareholder Engagement

At our 2025 Annual Meeting, approximately 85% of the votes cast by stockholders on the advisory vote on executive compensation were in favor of the compensation of our named executive officers. The Board and Compensation Committee reviewed these final vote results and determined that, given the significant level of support of our approach to compensation by our stockholders, stockholders were not demanding significant changes to our executive compensation policies.

Section 2 - Establishing and Evaluating Executive Compensation

Executive Compensation Philosophy & Objectives

Our philosophy with regard to the compensation of our named executive officers is to attract and retain high performers, and motivate them to pursue our corporate and business objectives that are intended to create long-term value for our stockholders. We strive to provide compensation packages that are competitive, reward achievement of our business objectives, and align executive and stockholder interests through equity ownership.

Our executive compensation program is designed to:

As our needs evolve, we will reevaluate our philosophy and compensation programs from time to time as circumstances require.

Setting our Compensation

Our Compensation Committee is responsible for overseeing all aspects of our executive compensation programs, including executive salaries, annual cash incentive payouts, the size and structure of equity awards and any severance or change in control benefits. In carrying out its responsibilities, the Compensation Committee reviews, evaluates and approves the compensation arrangements, plans, policies, and practices for our executive officers. When discharging its responsibilities, the Compensation Committee relies on input from our management and our independent compensation consultant, whose roles are discussed below. During 2025, Mr. Oringer, who served as our Executive Chairman, also assisted the Compensation Committee in determining our then-CEO's compensation. Our management provides our Compensation Committee with its perspectives on certain aspects of our NEOs' compensation, including the metrics and targets used in our performance-based compensation elements and the companies that constitute our compensation peers. Additionally, for each NEO except for himself, our CEO provides his review of the NEO's individual performance to the committee and recommends an amount of compensation for the NEO, informed by that NEO's individual performance and data regarding market levels of compensation for that

NEO's role and scope of responsibility. Our CEO and our Executive Chairman do not participate in the Compensation Committee's deliberations on his own compensation.

Potential changes to our executive officers' compensation, such as increases in salary and annual incentive opportunities, are considered by the Compensation Committee annually. Any changes are typically set by the Compensation Committee at a meeting early in the calendar year after the Board has reviewed the Company's performance for the past year and prospects for the year ahead, although individual executive performance is evaluated on an ongoing basis and, accordingly, compensation decisions may be made throughout the year.

In connection with determining compensation, our Compensation Committee has retained the services of Pearl Meyer & Partners, LLC ("Pearl Meyer") as its independent compensation consultant to provide advice and recommendations on the amount and form of executive compensation. Pearl Meyer was selected by and reports to the Compensation Committee and did not provide any other services to the Company. Our Compensation Committee periodically has sought input from Pearl Meyer on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. Pearl Meyer has also provided general observations on the Company's compensation programs, including the compensation of our Executive Chairman and the design of our PSUs, each as described below.

Our Compensation Committee considered and assessed all factors relevant to Pearl Meyer's independence, including factors specified in NYSE listing standards and Rule 10C-1(b) of the Exchange Act, as well as certain other factors that could give rise to a potential conflict of interest with respect to the work of Pearl Meyer. Based on this assessment, our Compensation Committee confirmed that no conflicts of interest were raised by the work performed by Pearl Meyer.

Our Compensation Committee also administers our cash-based and equity-based compensation plans and reviews our executive compensation program from time to time, including such compensation plans, to determine whether they are appropriate, properly coordinated, and achieving their intended purposes, and to make any modifications to existing plans and arrangements or to adopt new plans or arrangements.

Use of Comparative Market Data

We aim to compensate our executive officers at levels that are commensurate with competitive levels of compensation for executives in similar positions at peer companies with whom we compete to hire and retain executive talent, although we do not attempt to link any single element of compensation to specific peer company percentiles or ratios. Market data is just one of a variety of factors considered in determining base salary, bonus targets, long-term equity awards and total compensation levels. The Compensation Committee and management believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by the executive officers because compensation benchmarking does not take the specific performance of the executive officers, or the performance of the Company, into account.

The Compensation Committee periodically reviews the composition of our peer group used in making compensation decisions to determine whether any changes are appropriate. In December 2024, the Compensation Committee, in consultation with Pearl Meyer, reviewed and approved the composition of our peer group consisting of technology and software services companies that are similar to us in industry code, revenue, market capitalization and sales growth. Our peer group, which was used in making compensation decisions for fiscal year 2025, includes the following companies:

2025 Peer Group Continuing Companies

2025 Executive Chairman Compensation

Mr. Oringer, our founder, served as our Executive Chairman from April 2020 until his appointment as Chief Executive Officer and Chairman of the Board on October 28, 2026, and previously served as our interim CEO for several months during fiscal 2022 and as our CEO for 17 years from the time he founded the Company in 2003 until 2020. In developing compensation recommendations for Mr. Oringer, our Compensation Committee, in its business judgment, has sought to appropriately reward Mr. Oringer's critical contributions to the Company's ongoing success and the success of our brand and to create incentives for Mr. Oringer to continue to contribute significantly to successful results in the future.

During 2025, Mr. Oringer's annual base salary was $1.00 (one dollar), as it had been since April 2014, and Mr. Oringer was ineligible to receive an annual cash bonus. In providing for a $1.00 (one dollar) salary, the Compensation Committee determined to instead tie Mr. Oringer's compensation almost entirely to the Company's long-term business objectives and long-term stock price performance. In each of April 2022, 2023 and 2024, the Compensation Committee approved an award of performance stock units ("PSUs") for Mr. Oringer with a grant-date value of $5,500,000, $5,500,000 and $5,225,000, respectively, which in each case vest over a 3-year period based on achievement of revenue growth and adjusted EBITDA margin targets in accordance with the Company-set goals for management. In 2025, based on limitations on the issuance of PSUs in the Merger Agreement, the Compensation Committee approved a time-based restricted stock unit ("RSU") award with a grant-date value of $1,833,333 which vest over a 1-year period based on continued service. The target number of RSUs and PSUs for each award was determined by dividing (x) the cash value of the award by (y) the average of the Company's closing price for a share of Common Stock on each trading day during the 30 trading days period ending on the date immediately prior to the applicable grant date, rounded down to the nearest whole number of shares.

NEO Departures and Appointments

On August 8, 2025, Matthew Furlong notified the Company of his resignation as Chief Marketplace Officer, effective September 2, 2025. Mr. Furlong received the accrued benefits for a voluntary resignation in accordance with Section 7(c) of the Employment Agreement dated January 13, 2025 by and between the Company and Mr. Furlong, previously filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2025, as amended on March 19, 2025, which amendment was filed as Exhibit 10.38 to Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the SEC on March 28, 2025 (the "Furlong Employment Agreement"), and his outstanding unvested equity awards were forfeited on September 2, 2025.

On July 12, 2026, Paul J. Hennessy notified the Board of his decision to step down as the Company's Chief Executive Officer and as a member of the Board, effective immediately. The Board appointed Rik Powell, the Company's Chief Financial Officer, to serve as Interim Chief Executive Officer, effective immediately. Mr. Powell continued to serve as the Company's Chief Financial Officer during his service as Interim Chief Executive Officer. To facilitate an orderly leadership transition, Mr. Hennessy remained with the Company in a non-executive advisory capacity through August 7, 2026.

On October 28, 2026, the Board appointed Jonathan Oringer as Chief Executive Officer and Chairman of the Board and Hichame Assi as President and Chief Operating Officer. Concurrent with Mr. Oringer's appointment, Mr. Powell ceased serving as Interim Chief Executive Officer and continued to serve as Chief Financial Officer until November 2, 2026. Scott Grossman, Senior Vice President, Global Head of Finance, assumed the role of Interim Chief Financial Officer effective November 2, 2026.

Section 3 - Elements of 2025 Compensation

The principal elements of our executive compensation program for our other NEOs are set forth in the following table and described in more detail below.

We arrive at total compensation levels by determining appropriate levels for each element. The relative weight of each element is determined by the Compensation Committee based on its assessment of the effectiveness of each element in supporting our short-term and long-term strategic objectives.

In determining compensation for our NEOs, our Compensation Committee, with recommendations from our management, considers many variables, including each executive's respective experience. While not formulaic or exhaustive, the variables considered in the past include:

Based on this analysis, the Compensation Committee makes determinations as to each element of the compensation package, weighing each component in its discretion based on the facts and circumstances surrounding each NEO's employment agreement or annual review. We believe that our compensation mix supports our objective of focusing on at-risk compensation having significant financial upside based on company and individual performance.

Base Salary

We provide a base salary to our NEOs, other than Mr. Oringer, to compensate them in cash at a fixed amount for services rendered on a day-to-day basis during the year. We strive to set base salaries at levels that are competitive based on our review of market data. The base salaries of all NEOs are reviewed annually and adjusted from time to time to reflect individual roles and performance as well as market conditions.

The table below sets forth the base salaries for our named executive officers during fiscal year 2025.

Cash Incentives

In general, annual cash bonuses for our NEOs, other than Mr. Oringer, and other key employees are determined by our Compensation Committee on an annual basis. The annual cash incentive is an "at risk" bonus compensation program designed to foster a performance-oriented culture, where individual performance is aligned with the Company's financial and business objectives.

The Compensation Committee set the target incentive compensation for fiscal 2025 for each of our NEOs, other than Mr. Oringer, as a percentage of the NEO's base salary as set forth below:

Performance Goals

Our annual cash incentive is designed to reward our executive officers based on achievement of pre-established Company performance goals and the individual contribution of each executive to that performance. Specifically, in 2025, the Company performance metrics were based on achievement of (i) revenue and (ii) adjusted EBITDA, with a relative weighting of 50% and 50% for each metric. In addition, the Compensation Committee has discretion to increase or decrease the bonuses that otherwise would be paid as annual cash incentive based on an individual executive officer's actual performance versus the Company's specified goals.

The Compensation Committee chose the revenue and adjusted EBITDA measures with the belief that they motivate our executives to drive Company growth and profitability. To reflect performance above or below targets, achievement of the revenue and adjusted EBITDA goals are measured against sliding scales that provide for annual incentive bonus payouts greater than the target bonus if results are greater than target or less than the target bonus if results are lower than the target. For 2025, our specific financial targets are shown in the table below:

Payout percentages resulting from achievement of revenue relative to the established target range from no payout for achievement under 93% of the established target to 140% payout for achievement at 110% or more of the target level, with 100% payout occurring at achievement at 100% of target. Similarly, the payout percentages resulting from achievement of Adjusted EBITDA relative to the established target range from no payout for achievement under 88% of the established target to 120% for achievement at 110% or more of the target level, with 100% payout occurring at achievement of 100% of target.

In January 2026, the Compensation Committee reviewed actual results for 2025 with respect to revenue and adjusted EBITDA, which may be adjusted for extraordinary and/or non-recurring circumstances as deemed necessary by the Compensation Committee for payout percentage purposes, and the Compensation Committee determined that the Company achieved the following financial results and payout percentages:

Individual bonus payments are based on a formula determined by taking each person's base annual compensation, multiplied by the individual's target bonus percentage, multiplied by the Company achievement score expressed as a percentage. Bonus amounts paid can then be increased or decreased, regardless of that person's target bonus or specific corporate performance metrics, based on individual performance or other considerations, in the discretion of the Compensation Committee. Based on the level of performance achievement described above, the payout percentage was 79.6%.

Long-term Incentive Compensation

Long-term incentives represent the primary component of compensation at the Company and are designed to reward participants the way stockholders are rewarded, through growth in the value of our Common Stock. Pursuant to the Merger Agreement, which required the Company to award RSUs in lieu of PSUs on a going forward basis, the Company only granted RSUs to our NEOs during fiscal year 2025. Regardless of the form of award, the overarching purpose of our long-term incentive grants is to align executives' interests with those of our stockholders, reward employees for enhancing stockholder value and attract and retain our executive officers.

In determining the size of equity-based awards for existing executive officers, the Compensation Committee, upon recommendations of management, as applicable, considers various subjective factors primarily relating to the responsibilities of the individual executive officer, past performance, and the executive officer's expected future contributions and value to the Company. In making a recommendation to the Compensation Committee, management also considers the executive officer's historic total compensation, including prior equity grants and exercise history, as well as the number and value of shares owned by the executive officer or which continue to be subject to vesting under outstanding equity grants previously made to such executive officer.

In determining the size of equity-based awards for new hires, the Compensation Committee and, in certain instances, the Chief Executive Officer, consider a variety of factors, including the compensation of similarly situated executive officers at the Company, the executive officer's expected level of responsibility and expected contributions to the Company's future success, and the compensation of similarly situated executive officers at selected peer

companies. As the purpose of equity awards is to tie total compensation to long-term stockholder value, executive officers receive sizable stock-based awards at the time of hire to align their interests to reward long-term performance.

Long-term incentive awards are typically granted annually or upon hire, but the Compensation Committee may award equity at other times during the year to further reward or to encourage retention of our executive officers, including our NEOs. For both new hire and periodic equity grants, management develops grant recommendations for the Compensation Committee by subjectively evaluating the factors above, as applicable, to set a total compensation target for each executive officer and then designing equity awards to help meet those total compensation targets based on stock price appreciation assumptions, taking into account the executive officer's cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any.

Total Compensation Target

In this process, we view projected total compensation for a given year as cash compensation expected to be earned in that year plus an assumed value of stock-based compensation vesting in that year. Because we focus on total compensation over time and take into account existing compensation, equity awards for a smaller number of shares do not necessarily reflect lower total compensation and equity awards for a larger number of shares do not necessarily reflect higher total compensation. For fiscal 2025, the total compensation target for each of the NEOs, other than Mr. Oringer, was: Paul Hennessy - $16,275,000; Rik Powell - $3,935,000 and Matthew Furlong - $4,600,000.

Stock Options

Stock options are granted under the Amended and Restated 2022 Plan at an exercise price equal to the closing price of our Common Stock on the grant date. The number of options granted to an executive is determined based upon the Black-Scholes valuation on the grant date. We do not issue stock options with accelerated vesting features, except as specified in certain employment agreements.

Although we are required to recognize a charge for the value of an option when granted that might be disproportionate to the value received by the recipient upon exercise, we believe the granting of options is performance-based compensation and aligns the interests of recipients with those of stockholders because the recipient only realizes value if our Common Stock appreciates above the grant date price.

Restricted Stock Units

Under the Amended and Restated 2022 Plan, and for certain grants made in prior years under the Amended and Restated Shutterstock, Inc. 2012 Omnibus Equity Incentive Plan (the "2012 Plan"), we grant RSUs, which are the right to receive shares of our Common Stock, that are subject to continued employment through the applicable vesting date. The number of RSUs granted to an executive is determined by dividing the fair market value of the RSU grant by the average of the Company's closing price for a share of Common Stock on each trading day during the 30 trading days period ending on the date immediately prior to the grant date. RSUs are granted to executive officers, including our NEOs, to serve primarily as a retention mechanism and to reward individual performance.

Stock option and RSU grants to our executive officers, including our NEOs, are currently structured to vest in equal installments over three years to balance the objective of retaining and incentivizing our executive officers, achieving key short-term deliverables with respect to our financial performance, and the long-term stability of the organization.

During 2025, Mr. Powell was granted 142,382 RSUs, which vest over a three-year period in approximately equal one-third increments on each anniversary of the grant date, subject to continued service with the Company through each vesting date.

Mr. Hennessy was granted 162,544 RSUs that vested in full on July 1, 2026 and 375,110 RSUs that were scheduled to vest in full on July 1, 2027, subject to his continued service through the vesting date. The Compensation Committee and Board determined to approve Mr. Hennessy's awards in fiscal 2025 in order to incentivize Mr. Hennessy's continued service and performance for the Company and to promote his retention for an additional period of service through the anticipated closing of the Merger and these RSUs were granted in lieu of PSUs in accordance with the Merger Agreement. Mr. Hennessy's awards in fiscal 2025 were also designed to recognize his

significant contributions to the Company and the importance of his continued service for the Company, while aligning his pay with Company performance and stockholder value. However, all of Mr. Hennessy's outstanding unvested equity awards were forfeited when he resigned from the Company effective August 7, 2026.

Mr. Furlong was granted 30,235 RSUs when he joined the Company in January 2025 to vest over a three-year period in approximately equal one-third increments in January 2026, 2027 and 2028, subject to continued service with the Company through each vesting date. Pursuant to the Merger Agreement, which required the Company to award RSUs in lieu of PSUs during the pendency of the Merger, 135,263 RSUs were granted on April 1, 2025 in lieu of the PSUs called for in the Furlong Employment Agreement. This grant was scheduled to vest over a three-year period in approximately equal one-third increments on each anniversary of the grant date, subject to continued service with the Company through each vesting date. However, all of Mr. Furlong's outstanding unvested equity awards were forfeited when he resigned from the Company effective September 2, 2025.

During 2025, Mr. Oringer was granted 87,011 RSUs that vested on April 1, 2026.

Performance Stock Units

Pursuant to the Merger Agreement, which required the Company to award RSUs in lieu of PSUs during the pendency of the Merger, during fiscal 2025, Shutterstock did not issue any performance-based equity awards.

For years prior to fiscal 2025, the annual targets for each of the PSU grants are set by the Compensation Committee over a three-year period based on the Company's strategic objectives and goals. The Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the three-year performance period, while threshold goals are expected to be achievable. Information about the performance targets and payout results as a percentage of target as well as the resulting payout for the applicable fiscal year PSUs are described below. For each tranche of the PSU award, PSUs are earned based on the achievement of at least a threshold level of the performance goal with respect to the fiscal year prior to the year in which the vesting date occurs, under the following schedule:

The PSU goals and payout opportunity are intended to reflect the same key metrics we use to manage our business and drive stockholder returns over time, including adjusted EBITDA margins and revenue growth. In February 2024 and February 2023, the Compensation Committee approved two grants of PSUs (the "2024 PSUs" and "2023 PSUs", respectively) with vesting based on the achievement of revenue and adjusted EBITDA goals established in advance by the Compensation Committee for three annual tranches over the full performance period. In each case, the PSUs in each tranche are eligible to vest annually based upon achievement of the prior year performance goals.

The performance goals established at the time of each grant with respect to fiscal 2025 performance are as follows:

In January 2026, the Compensation Committee certified the fiscal 2025 adjusted EBITDA margin of 30% and organic revenue growth of 3% (each of which was adjusted to remove the impact of 2022 and 2023 acquisition activity as shown in Annex A). The 2025 financials resulted in a payout at 75% of target under the third annual tranche of the 2023 PSUs, and a payout at 103.8% of target under the second annual tranche of the 2024 PSUs.

With respect to Mr. Hennessy, he was previously awarded 262,789 PSUs ($15 million value) in fiscal 2022 pursuant to the terms of his employment agreement. The performance targets for Mr. Hennessy's award in fiscal 2022 were set at the start of each annual period (2022, 2023 and 2024, respectively) in accordance with the targets set forth above, and all three tranches vested at the end of the three-year period on July 1, 2025.

During 2024 the Compensation Committee also determined to award Mr. Hennessy additional PSUs ($6.375 million value) pursuant to the terms of his employment agreement in order to incentivize Mr. Hennessy's continued service and performance for the Company and to promote his retention for an additional period of service through July 1, 2026, following the July 1, 2025 vesting date of his other outstanding equity awards. Mr. Hennessy's additional PSU award was designed to recognize his significant contributions to the Company and the importance of his continued service for the Company, while aligning his pay with Company performance and stockholder value. All of Mr. Hennessy's outstanding unvested equity awards were forfeited when he resigned from the Company effective August 7, 2026.

Overview of 2025 Long-Term Incentive Grants to NEOs

We believe that equity awards align the interests of our named executive officers with the long-term interests of our stockholders and provide incentives to our named executive officers to enhance stockholder value and to attract and retain our executives. The table below summarizes the long-term incentive grants made to our NEOs in 2025.

For more information, see "Compensation Discussion & Analysis-- Separation Arrangements" and "Narrative Supplement to Summary Compensation Table-Employment Agreements and Compensatory Arrangements" below.

Other Compensation

Other Benefits

Our named executive officers are eligible to participate in the same group insurance and employee benefit plans generally available to our other salaried employees in the United States. We provide employee benefits to all eligible employees in the United States, including our executive officers, which our Compensation Committee believes are reasonable and consistent with its overall compensation objective to better enable us to attract and retain employees. These benefits include medical, dental and vision insurance, a 401(k) plan with a corporate match of 50% of eligible payroll contributions including catch-up contributions, life and disability insurance, business travel insurance, flexible spending accounts, wellness reimbursements, learning and development opportunities and other plans and programs. Employee benefits and perquisites are reviewed from time to time to ensure that benefit levels remain competitive for the Company as a whole, including for our named executive officers.

Section 4 - Other Compensation Information

The prior three sections of this CD&A describe how we think about compensation and how that affects our pay practices. Other compensation-related details that may be important to our investors are described below.

Compensation Risk Assessment

Our Compensation Committee assesses and considers potential risks when reviewing and approving our compensation policies and practices for our executive officers and our employees. We have designed our compensation programs, including our incentive compensation plans, with features to address potential risks while

rewarding employees for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Based upon its assessment, our Compensation Committee believes that any risks arising from our compensation programs do not create disproportionate incentives for employees, including our named executive officers, to take risks that could have a material adverse effect on us in the future.

Separation Arrangements

In line with our objective to retain our executive officers and incentivize them to continue to focus and remain dedicated to their responsibilities and to maximize stockholder value, we have entered into employment agreements with our executive officers that provide for certain severance payments in connection with certain termination events. Further, consistent with best practices, none of our NEOs are entitled to excise tax gross-up payments. For further information about separation agreements and other arrangements with our NEOs, these arrangements are described below under "Narrative Supplement to Summary Compensation Table-Employment Agreements and Compensatory Arrangements" and "Potential Payments Upon Termination or Change in Control."

We have also adopted a Severance Plan (the "Severance Plan") that provides for certain cash payments in the event of an involuntary termination; however, to the extent the severance payments and benefits that are provided by the NEO's employment agreement are more generous, as is currently the case under each NEO's employment agreement, the NEO will not be eligible to receive any benefits under the Severance Plan.

Executive Compensation Clawback Policy

In October 2023, our Compensation Committee recommended, and our Board approved, a clawback policy (the "Clawback Policy") designed to comply with Section 10D of the Exchange Act as well as the listing standards of the NYSE. The Clawback Policy provides that, in the event the Company is required to prepare an accounting restatement, the Company will reasonably promptly recover any erroneously awarded incentive-based compensation that was received by an executive officer during the three completed fiscal years preceding the restatement, in accordance with the provisions of the policy and applicable law.

Additionally, our Amended and Restated 2022 Plan and 2012 Plan and related award agreements provide for the recoupment of performance-based annual incentives and long-term incentives consistent with applicable law and the Clawback Policy.

Equity Grant Procedures

The Company's Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it has been the Compensation Committee's general practice to approve annual equity awards by the first of April each year. The number of equity awards is generally determined by dividing the value of the grant by the average of the Company's closing price for a share of Common Stock on each trading day during the 30 trading days period ending on the date immediately prior to the grant date. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information

The Company does not have formal policies and practices on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. Equity award grants generally are made to executive officers on an annual basis according to a predetermined schedule. When determining the timing and terms of any such award, the Compensation Committee takes material nonpublic information into account and generally avoids granting any such awards close in time to the release of material nonpublic information. During fiscal 2025, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Tax and Accounting Treatment of Compensation

Accounting for Executive Compensation

We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stock unit awards, based on the grant date "fair value" of these awards. This calculation is

performed for accounting purposes and reported in the compensation tables below, even though our named executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that a named executive officer is required to render service in exchange for the option or other award. Accounting rules also require us to record cash compensation as an expense over the period in which service is rendered to the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee⁽¹⁾

Deirdre Bigley (Chairwoman)

Rachna Bhasin

Thomas R. Evans

The Compensation Committee Report above does not constitute "soliciting material" and will not be deemed "filed" or incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by, or paid to each of our named executive officers during the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, as applicable.

Narrative Supplement to Summary Compensation Table

Employment Agreements and Compensatory Arrangements

The material terms of the employment agreements and compensatory arrangements with our NEOs are set forth below.

Jonathan Oringer

Mr. Oringer served as our Executive Chairman from April 2020 to October 2026 pursuant to an employment agreement, dated September 24, 2012. Mr. Oringer's employment agreement was amended in 2020 in connection with his appointment as Executive Chairman to reflect his new role. Mr. Oringer's employment agreement generally provides for the following key terms:

Mr. Oringer also entered into a Severance and Change in Control Agreement, dated September 24, 2012, which was amended in 2020 in connection with his appointment as Executive Chairman to reflect his new role. Pursuant to the Severance and Change in Control Agreement (the "Severance and CiC Agreement"), if the Company terminates Mr. Oringer's employment without "cause" (as defined in the Severance and CiC Agreement), other than due to his death or "disability" (as defined in the Severance and CiC Agreement) at any time other than during the 24-month period immediately following a "change in control" (as defined in the Severance and CiC Agreement), Mr. Oringer will receive all accrued but unpaid vacation, expense reimbursements, wages and other benefits due to Mr. Oringer under Company-provided plans, policies and arrangements and, subject to his execution of a satisfactory release and compliance with the covenants described below, the following severance benefits from the Company:

Further, if we terminate Mr. Oringer's employment with the Company without "cause," other than due to Mr. Oringer's death or "disability" or Mr. Oringer resigning for "good reason" (as defined in the Severance and CiC Agreement), in either case at any time during the twenty-four month period immediately following a "change of control," Mr. Oringer will receive the "accrued benefits," (as defined in the Severance and CiC Agreement) and, subject to his execution of a satisfactory release and compliance with the covenants described below, Mr. Oringer will also receive severance payments and benefits set forth above, except as follows:

Mr. Oringer's Severance and CiC Agreement contains customary confidentiality, non-competition, non-solicitation of employees or customers and non-disparagement provisions. Under the agreement, Mr. Oringer cannot compete with the Company for a 12-month period after termination. The non-solicitation and non-disparagement covenant also extends for 12 months after termination.

On October 28, 2026, Mr. Oringer was appointed to serve as Chief Executive Officer and Chairman of the Board. In connection with his appointment, the Company and Mr. Oringer entered into an Employment Acknowledgement Agreement (the "Amendment") amending the terms of Mr. Oringer's existing employment agreement. Pursuant to the Amendment, effective as of October 28, 2026, Mr. Oringer's position with the Company changed to Chief Executive Officer and Chairman of the Board, and Mr. Oringer's annual base salary was increased from $1.00 to $1,000,000, less applicable withholdings and deductions. Mr. Oringer will not be eligible to be considered for an annual cash incentive bonus for the remainder of fiscal 2026 or for fiscal 2027. However, following fiscal 2027, the Board or the Compensation Committee, as applicable, may in its sole discretion determine that Mr. Oringer is eligible to receive an annual cash incentive bonus, on terms and conditions determined solely in the Board's or the Compensation Committee's discretion. Except as expressly modified by the Amendment, the terms of the employment agreement remain unchanged and in full force and effect.

Paul Hennessy

Mr. Hennessy was appointed Chief Executive Officer effective July 1, 2022 and served as a member of our Board of Directors from April 2015 until his resignation on July 12, 2026. Mr. Hennessy's employment agreement (the "Hennessy Employment Agreement") was amended on June 28, 2024 in order to incentivize Mr. Hennessy's continued service and performance for the Company and to promote his retention for an additional period of service through July 1, 2026. Mr. Hennessy's employment agreement generally provides for the following key terms:

In the event that the Company terminates Mr. Hennessy's employment without cause on or after July 1, 2027, he will only receive a pro-rated annual bonus for the year of termination, subject to the execution of a release, without any additional severance benefits. In the event that the Company terminates Mr. Hennessy's employment prior to July 1, 2027, he will continue to be eligible to receive payments and benefits in accordance with the terms of the employment agreement, including:

Mr. Hennessy was not entitled to any severance benefits under the employment agreement in connection with a voluntary resignation. In addition, Mr. Hennessy was not entitled to severance benefits under the Company's Severance Plan under the terms of the employment agreement.

Mr. Hennessy was also subject to the Company's Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provisions. Under the agreement, Mr. Hennessy cannot compete with the Company for a 12-month period after termination. The non-solicitation covenant also extends for 12 months after termination.

Rik Powell

Mr. Powell was employed as our Chief Financial Officer pursuant to an employment agreement dated October 30, 2024 during fiscal 2025. Mr. Powell's employment agreement generally provides for the following key terms:

The employment agreement provides for the following severance benefits, subject to the execution of a release and compliance with certain restrictive covenants:

Mr. Powell is also subject to the Company's Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provision. Under the agreement, Mr. Powell cannot compete with the Company for a 12-month period after termination. The non-solicitation covenant also extends for 12 months after termination.

On January 27, 2025, the Compensation Committee approved the following changes to Mr. Powell's compensation to align with his role as Chief Financial Officer:

In connection with Mr. Powell's appointment as Interim Chief Executive Officer on July 12, 2026, the Board approved the following additional compensation arrangements for Mr. Powell: (i) additional cash compensation of $75,000 per month for each month of service as Interim Chief Executive Officer, and (ii) a one-time grant of restricted stock units with a grant date value of $450,000, which will cliff vest on the six-month anniversary of the date Mr. Powell is appointed Interim Chief Executive Officer, subject to Mr. Powell's continued service as an employee (but without regard to whether Mr. Powell remains as Interim Chief Executive Officer) with the Company through such date; provided, that such equity award will be forfeited in the event Mr. Powell is terminated for cause or voluntarily resigns prior to the vesting date. Mr. Powell's existing compensation as Chief Financial Officer remained unchanged.

Mr. Powell's service as Interim Chief Executive Officer terminated on October 28, 2026 when Mr. Oringer was appointed to serve as Chief Executive Officer and his service as Chief Financial Officer terminated on November 2, 2026.

Matthew Furlong

Mr. Furlong was employed as our Chief Marketplace Officer pursuant to an employment agreement dated January 13, 2025 until his resignation on September 2, 2025. Mr. Furlong's employment agreement generally provides for the following key terms:

The employment agreement provides for the following severance benefits, subject to the execution of a release and compliance with certain restrictive covenants:

Mr. Furlong was also subject to the Company's Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provision. Under the agreement, Mr. Furlong cannot compete with the Company for a 12-month period after termination. The non-solicitation covenant also extends for 12 months after termination.

Grants of Plan-Based Awards in 2025

Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding equity awards held by each of the named executive officers at December 31, 2025: