Not independent
Tenure on this board
10.9 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify KPMG LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of Named Executive Officers (say-on-pay).
Elect Steven Huffman, Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg Jr., and Michael Seibel to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as Reddit’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory 'say-on-pay' proposal to approve the compensation of the Named Executive Officers as disclosed in the Proxy Statement (CD&A, compensation tables, and related disclosures).
This management-sponsored, non-binding advisory proposal asks stockholders to approve the Company’s executive compensation program as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and accompanying tables. Management seeks approval to validate its pay design and signal stockholder support for the mix of base salary, performance-based annual cash bonuses and time-based RSU equity awards that constitute Named Executive Officers’ compensation. The Proxy Statement explains the program’s pay-for-performance orientation: target annual bonuses and equity are intended to align executives’ incentives with company performance, with the 2025 bonus pool funded against DAUq, revenue and Adjusted EBITDA metrics (which produced a 165% corporate payout in 2025). The Compensation and Talent Committee engaged an independent consultant, used a defined peer group for market benchmarking, and applied governance controls—such as a compensation recovery policy and limits on hedging—to mitigate misalignment and excessive risk. Because the vote is advisory, it does not change pay arrangements directly, but the Board and Compensation and Talent Committee state they will consider the outcome when making future compensation decisions. Supporting a FOR vote signals investor endorsement of the Committee’s philosophy and the specific mix and governance around pay; a vote against could prompt the Committee to adjust metrics, award sizes, or disclosure practices. From a governance analysis perspective, key factors include the significant role of equity awards in long-term alignment, the adoption of performance metrics tied to user and financial growth, management’s disclosure of pay benchmarking and consultant independence, and the presence of clawback and anti-hedging policies. Given Reddit’s recent post-IPO compensation dynamics (large year-end equity values reflected in “compensation actually paid”), sophisticated investors will weigh whether realized and realizable equity outcomes are consistent with measured operational performance and long-term shareholder value creation. Overall, the proposal is a standard say-on-pay vote but one that provides important feedback to the Board on its executive pay program design, metrics, and governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.50% | 6,733,225 | $907M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.06% | 5,897,244 | $794M |
| 3 | ALLIANCEBERNSTEIN L.P. | 2.53% | 4,871,993 | $1.1B |
| 4 | Capital World Investors | 2.30% | 4,422,613 | $595M |
| 5 | BAILLIE GIFFORD CO | 2.28% | 4,386,052 | $591M |
| 6 | BlackRock, Inc. | 1.60% | 3,084,826 | $415M |
| 7 | BlackRock, Inc. | 1.50% | 2,878,628 | $388M |
| 8 | COATUE MANAGEMENT LLC | 1.45% | 2,789,891 | $376M |
| 9 | STATE STREET CORP | 1.42% | 2,742,064 | $369M |
| 10 | JPMORGAN CHASE CO | 1.34% | 2,588,614 | $321M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.