Independent
Tenure on this board
5.7 yrs
Also a director at
Q2 Holdings Inc (QTWO)
3 nominees · 3 ballot items.
Stockholders will vote to elect three Class II directors, ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).
Elect three Class II director nominees—R. Lynn Atchison, Amy M. Griffin, and Sissie L. Hsiao—to hold office for three-year terms.
Ratify the appointment of Ernst & Young LLP as Bumble Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (including the Compensation Discussion and Analysis, tables and related narratives).
This management-sponsored advisory proposal asks stockholders to cast a non-binding vote to approve the compensation of Bumble’s named executive officers as disclosed in the Proxy Statement (the CD&A, compensation tables and narratives). Management seeks this vote to reaffirm its compensation philosophy and practices, to obtain shareholder feedback on pay-for-performance alignment, and because Dodd-Frank/SEC rules require an advisory vote; the Board and Compensation Committee emphasize that the outcome will inform future compensation decisions. The proposal comes amid significant leadership transition in 2025—Whitney Wolfe Herd resumed the CEO role and the Company hired a new CFO and CLO—resulting in sizable new-hire and retention equity awards (notably a $9.0M target RSU grant for the CEO and multi-million-dollar sign-on grants for the CFO and CLO) and time-based RSUs used to promote retention during the transformation. Short-term incentives in 2025 were tied to a three-part company scorecard (Revenue, Adjusted EBITDA Margin, and Strategic Metrics); the Company achieved above-target results on Revenue and Adjusted EBITDA Margin but recorded a 0% payout for the undisclosed Strategic Metrics component, producing a mixed payout profile. The Compensation Committee used an independent consultant (Semler Brossy) and a peer group benchmark, and highlighted governance features such as clawback policy, prohibition on hedging, no single-trigger change-in-control (except a legacy CEO provision), and use of RSUs to align long-term interests. Key investor questions center on the size and timing of large equity grants and sign-on awards, the opacity around Strategic Metrics, the interaction of historically granted incentive units and realized pay, and whether the pay mix sufficiently ties realized pay to sustained shareholder value given recent impairments and other non-GAAP adjustments. Although the vote is non-binding, the Board’s explicit commitment to consider the result, combined with the Company’s controlled-company structure and outsized founder/Sponsor voting power, means the practical influence of the vote depends on shareholder engagement and subsequent Board action. For a sophisticated evaluation: weigh the compensation design (time-based RSUs vs performance awards), the rigor and disclosure of metric-setting (particularly Strategic Metrics), the retention/ recruitment rationale for large one-time grants, and the company’s longer-term commitment to aligning realized executive pay with stockholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Blackstone Inc. | 13.5% | 20,441,010 | $67M |
| 2 | Blackstone Inc. | 5.2% | 7,848,699 | $26M |
| 3 | Saba Capital Management, L.P. | 3.5% | 5,337,549 | $17M |
| 4 | Accel Growth Fund V Associates L.L.C. | 3.3% | 5,054,531 | $16M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.2% | 4,791,259 | $16M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 2.8% | 4,234,846 | $14M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 2.8% | 4,213,887 | $14M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 4,074,446 | $13M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.2% | 3,286,728 | $11M |
| 10 | PRUDENTIAL FINANCIAL INC | 2.1% | 3,182,472 | $10M |
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