Independent
Tenure on this board
4.7 yrs
Also a director at
New York Times Co (NYT)
2 nominees · 3 ballot items.
Elect two Class III directors (Meredith Kopit Levien and Lily Sarafan); ratify PricewaterhouseCoopers LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect two Class III directors, Meredith Kopit Levien and Lily Sarafan, as nominated by the Board to serve until the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Instacart’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative.
This management proposal requests an advisory (non-binding) shareholder vote to approve the compensation disclosed for the Company’s named executive officers, as presented in the Proxy Statement. Management seeks this approval under Section 14A of the Exchange Act to provide stockholders a periodic opportunity to express their view on executive pay (the Company intends to hold the vote annually). The proposal consolidates multiple elements of compensation disclosure—Compensation Discussion and Analysis, tables, and narrative—so the vote is on the total disclosed program rather than any single element. Contextually, the Compensation Committee has recently transitioned to a ‘‘boxcar’’ RSU structure, added transition RSU awards in 2025 to avoid vesting gaps, plans to extend future boxcar vesting to approximately three years, and intends to grant a meaningful portion of the CEO’s 2026 refresh award as performance-based RSUs tied to relative TSR in response to stockholder feedback. The Board and Compensation Committee emphasize that the program is heavily weighted to long-term equity to align management incentives with long-term stockholder value, and they highlight recent governance actions (stock ownership guidelines, enhanced disclosure, and stockholder engagement) taken in response to a 55% advisory support level in 2025. Because the vote is advisory, it does not bind the Board, but the Board commits to consider the outcome and continue engagement; significant negative votes would prompt the Compensation Committee to evaluate changes. Key governance and compensation risks include the size and structure of CEO awards, historical one-time modifications (e.g., modification of a 2022 PSU), and the transition to back-loaded vesting schedules—each of which the committee has sought to address through enhanced disclosure, extended vesting horizons, and introduction of PSUs. For an analyst assessing merit, the proposal signals management’s intent to align pay with multi-year performance while balancing retention in a competitive labor market; the recent actions to adopt PSUs for the CEO and to lengthen vesting indicate responsiveness to investor concerns but also leave open questions about quantum and the effectiveness of measures to tie pay to long-term performance. Overall, a FOR vote reflects support for the Board’s current compensation philosophy and recent corrective actions, while a vote AGAINST or significant negative vote could signal investor dissatisfaction with pay levels, award design, or past modification practices, likely triggering further engagement and potential program adjustments by the Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SC US (TTGP), LTD. | 9.9% | 23,209,148 | $869M |
| 2 | D1 Capital Partners L.P. | 9.6% | 22,558,255 | $845M |
| 3 | BlackRock, Inc. | 4.1% | 9,712,115 | $364M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 8,285,209 | $310M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 7,733,941 | $290M |
| 6 | STATE STREET CORP | 2.3% | 5,511,341 | $206M |
| 7 | BlackRock, Inc. | 2.3% | 5,363,603 | $201M |
| 8 | FMR LLC | 2.0% | 4,791,303 | $179M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 4,479,498 | $168M |
| 10 | GCM Grosvenor Holdings, LLC | 1.8% | 4,140,924 | $155M |
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