Independent
Tenure on this board
14.5 yrs
2 nominees · 4 ballot items.
Four proposals: election of two Class II directors (Amit Doshi and Larry Sonsini); a non-binding advisory vote to approve the compensation of the named executive officers (Say-on-Pay); a non-binding advisory vote on the frequency of future advisory votes on executive compensation (one, two, or three years); and ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect two Class II directors, Amit Doshi and Larry Sonsini, to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (the Say-on-Pay vote). Management and the Compensation Committee present this vote pursuant to the Dodd-Frank Act and SEC rules to gather shareholder feedback on the overall design and implementation of executive pay, not to approve specific awards. The Company’s compensation program emphasizes a pay-for-performance philosophy, combining base salary, annual cash bonuses tied to Adjusted EBITDA and revenue, and long-term equity incentives (predominantly RSUs) to align executives with shareholder value creation. The Compensation Committee retained an independent compensation consultant, reviewed peer group data, and designed the program to balance retention, short-term objectives, and long-term incentives. The Board recommends a FOR vote, explaining that the program supports recruitment and retention, aligns management and shareholder interests, and contains governance features such as an independent Compensation Committee and a clawback policy. Because the vote is advisory, a negative result will not directly change awards but will prompt dialogue with investors and consideration of potential adjustments by the Compensation Committee. Company-specific context includes Ibotta’s recent transition to the public markets, leadership changes in 2025, and significant equity-based compensation intended to focus management on long-term performance. The recommendation also notes that the Compensation Committee will consider the voting outcome and shareholder feedback in future compensation decisions. In sum, the proposal asks for investor assent to the disclosed pay framework while preserving the Board’s discretion to make binding compensation decisions, and the Board argues that approval signals support for the Company’s alignment of pay and performance.
Advisory (non-binding) vote to indicate whether shareholders prefer future advisory votes on executive compensation every one year, two years, or three years (the Board recommends one year).
This proposal asks shareholders, on a non-binding basis, to indicate their preferred frequency (one year, two years, or three years) for future advisory votes on executive compensation. Management is seeking this preference under Section 14A of the Exchange Act; the outcome is advisory only but informs the Compensation Committee’s practice. The Board recommends an annual (one-year) frequency, arguing that compensation determinations are made annually and therefore shareholders should have an annual opportunity to express their views and provide timely feedback. An annual cadence allows quicker investor response to evolving pay practices and governance changes, which the Board views as valuable given the Company’s recent public company transition and active compensation program adjustments. Critics of annual votes cite potential vote fatigue and administrative costs, and some institutional investors prefer multi-year cycles to focus on long-term outcomes, which is a counterargument shareholders may weigh. The Board’s rationale emphasizes active shareholder engagement and the Compensation Committee’s desire to consider investor input frequently when designing pay programs tied to annual and long-term performance goals. Although non-binding, a clear majority for a particular frequency typically shapes the company’s future solicitation schedule; a strong preference for a multi-year option could reduce the cadence of feedback the Board receives. The recommendation for one year aligns with Ibotta’s emphasis on annual bonus metrics and frequent compensation reviews, but shareholders should consider trade-offs between short-term accountability and long-term strategic oversight when casting their preference.
Ratify the appointment of KPMG LLP as Ibotta’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Koch, Inc. | 18.86% | 4,389,129 | $132M |
| 2 | D. E. Shaw Co., Inc.Activist | 7.26% | 1,690,546 | $51M |
| 3 | HSBC HOLDINGS PLC | 4.34% | 1,009,287 | $31M |
| 4 | CITIGROUP INC | 2.75% | 639,218 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.23% | 519,300 | $16M |
| 6 | BlackRock, Inc. | 1.78% | 414,377 | $12M |
| 7 | BlackRock, Inc. | 1.64% | 381,665 | $11M |
| 8 | Notable Capital Management, L.L.C. | 1.58% | 367,032 | $11M |
| 9 | BNP PARIBAS FINANCIAL MARKETS | 1.41% | 327,173 | $10M |
| 10 | STATE STREET CORP | 1.22% | 284,505 | $9M |
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