Sezzle Inc DEFA14A, filed Oct 7, 2024

Sezzle Inc. (SEZL)

DEFA14A 2024-10-07

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☒			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


☒			No fee required.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐			Fee paid previously with preliminary materials.


By Order of the Board of Directors,


Charles Youakim
Executive Chairman and Chief Executive Officer

Minneapolis, Minnesota
October 7, 2024


By Order of the Board of Directors


Charles Youakim
Executive Chairman and Chief Executive Officer

Minneapolis, Minnesota
October 7, 2024


Proxy Summary			8
Questions and Answers About the Proxy Materials and Voting			9
Our Board of Directors and Corporate Governance			15
Director Biographies			15
Director Independence			18
Board Leadership			18
Board Committees			19
Stockholder Communications			24
Code of Conduct			24
Securities Trading Policy			24
Director Attendance			25
Director Compensation			25
PROPOSAL ONE: Election of Directors			27
PROPOSAL TWO: Ratification of Independent Accounting Firm Selection			28
Report of the Audit and Risk Committee			29
PROPOSAL THREE: Adoption of the Fifth Restated Certificate of Incorporation			30
Executive Officers			32
Executive Compensation			33
Equity Compensation Plan Information			41
Security Ownership of Certain Beneficial Owners and Management			42
Certain Relationships and Related-Party Transactions			43
Annex A: Marked Copy of Fifth Restated Certificate of Incorporation			44


Item	Board Recommendation	Page
Proposal One: Election of Directors	FOR each Director Nominee	27
Proposal Two: Ratification of Independent Accounting Firm Selection	FOR	28
Proposal Three: Adoption of Fifth Restated Certificate of Incorporation	FOR	30


When is the Annual Meeting?

The Annual Meeting of Stockholders of the Company will be held virtually on Tuesday, November 19, 2024 at 5:00 p.m., U.S. Eastern Time.


How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MFH4YSX. You also will be able to vote your shares online by attending the Annual Meeting by webcast. To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 5:00 p.m., U.S. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.


Why are you holding a virtual meeting instead of a physical meeting?

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with Internet access.


What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call Local 1-888-724-2416 or International +1 781-575-2748.


How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares of record through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Sezzle holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., US Eastern Time, on November 13, 2024. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following: By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com By mail: Computershare COMPANY Legal Proxy P.O. Box 43001 Providence, RI 02940-3001


What is the purpose of the Annual Meeting?

At the Annual Meeting of Stockholders, you are invited to vote on the following proposals: Proposal 1.Election of our current directors, Kyle Brehm, Stephen East, Paul Paradis, Karen Webster and Charles Youakim; Proposal 2.Ratification of Independent Accounting Firm Selection; and Proposal 3.Approval of the Fifth Restated Certificate of Incorporation A detailed explanation of each proposal are contained in the proxy statement.


How many shares must be present to hold the Annual Meeting?

In accordance with the Bylaws and Certificate of Incorporation, the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. Shares are counted as present at the Meeting if you are a Stockholder of Record and either: a.you are present and vote in person at the meeting; or b.you have properly and timely submitted your proxy as prescribed in the Proxy Form.


Who is entitled to vote at the Annual Meeting?

If you were a stockholder, either as a Stockholder of Record or as the beneficial owner of Common Stock, at 5:00 pm on October 1, 2024 US Eastern Time (the "Record Date"), you are invited to attend the Annual Meeting and may vote your shares at the Annual Meeting. As of the Record Date, there were 5,580,093 shares of common stock outstanding, all of which were entitled to vote with respect to the items of business at the Meeting. Each holder of common stock has one vote for each share of common stock held on the Record Date.


How do I vote my Common Stock?

If you are a Stockholder of Record, there are three ways to vote: (a)by completing, signing and returning the Proxy Form in accordance with its instructions; (b)in person via the webcast at the Annual Meeting; or (c)online in accordance with the instructions on the Proxy Form. Valid proxies must be received by the Share Registry no later than 5:00pm (U.S. Eastern Time) on November 18, 2024. If you hold your common stock as a Street Name Holder, you must vote your common stock in the manner prescribed by your broker, bank, or other holder of record, which is similar to the voting procedures for Stockholders of Record. You will receive a voting instruction form to use in directing the broker, bank, or other holder of record how to vote your common stock.


			AMENDED NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS


Why did I receive a "Notice of Internet Availability of Proxy Materials," but no proxy materials?

We distribute our proxy materials to certain shareholders via the Internet under the "Notice and Access" approach permitted by rules of the SEC. This approach reduces our environmental impact and distribution costs, while providing a timely and convenient method of accessing the materials and voting. On October 10, 2024, we mailed a "Notice of Internet Availability of Proxy Materials" to participating shareholders containing instructions on how to access the proxy materials on the Internet. To request a free set of printed materials for this Annual Meeting or for future mailings, refer to the Notice for detailed instructions on how to request a copy via internet, phone or email.


Questions About Other Matters


			Kyle Brehm Independent Non-Executive Director
			Mr. Brehm has been an officer and tax attorney at the law firm of Fredrikson & Byron P.A. since November 2019. Prior to this, Mr. Brehm was a director at PricewaterhouseCoopers LLP and was a member of the board of directors and treasurer of eQuality-Pathways to Potential, a non-profit organization organized in Minneapolis, MN, from 2012 until 2022. Mr. Brehm has a Bachelor of Arts from St. John’s University, a Juris Doctor (JD) degree from University of Minnesota Law School and an MBA from the University of Minnesota-Carlson School of Management. We believe Mr. Brehm is well-qualified to serve as a member of our Board of Directors. Mr. Behm has relevant legal and tax experience that provides valuable insight to the Company and the industry which it operates.
Age: 40 Director since 2024 Committees: •Compensation •Nominating and Corporate Governance •Audit and Risk


Who will count the votes?

Representatives of our transfer agent, Computershare, will tabulate the votes and act as inspectors of election for the Annual Meeting.


What are "broker non-votes"?

When a beneficial owner of shares held in street name does not provide voting instructions to his or her broker, bank or other securities intermediary holding his, her or its shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.” Proposals 1 (Election of Directors) and 3 (Adoption of Fifth Restated Certificate of Incorporation) are considered to be “non-routine” under NYSE rules and, therefore, we expect broker non-votes to exist in connection with such proposals. Broker non-votes will have no effect on Proposal 1.


What are the voting requirements and what are the Board's recommendations?

The following table details the voting requirements for each proposal being voted on at the Annual Meeting and the Board of Director's recommendations:


Can I change my vote after submitting my proxy?

If you are a Stockholder of Record, you may change your vote at any time before the proxy is voted at the Meeting by: (a)submitting a later-dated proxy online before commencement of the Meeting; (b)sending a written notice of revocation to the Company, which must be received in a timely matter; or (c)by attending the virtual Annual Meeting and voting online. Attendance at the virtual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or cast your vote online at the Meeting. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record and following its instructions for how to do so. All shares for which proxies have been properly submitted and not revoked will be voted at the Annual Meeting.


How can I find out the voting results?

We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.


Why am I receiving these materials?

You are receiving this proxy statement because the Board of Directors of is soliciting proxies to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide you pursuant to the rules and regulations promulgated by the SEC and is intended to assist you in voting your shares.


What does it mean if I receive more than one set of proxy materials?

If you are receiving more than one set of the proxy materials, it means you hold Common Stock registered in more than one account. To ensure that all of your Common Stock are voted, please submit proxies for all of your Common Stock. If you wish to only receive a single set of each document, please contact our transfer agent, Computershare Investor Services, in writing at P.O. Box 505000, Louisville, KY 40233-5000; or by telephone, in the U.S., Puerto Rico and Canada, 1-800-733-9393, and outside the U.S., Puerto Rico and Canada, 1-781-575-4591.


What is the difference between a Stockholder of Record and a Street Name Holder?

If you own shares registered directly in your name with our U.S. share registrar, Computershare Trust Company, N.A., you are considered the “Stockholder of Record” with respect to those shares. As a Stockholder of Record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other holder of record, then the broker, bank, or other holder of record is considered to be the Stockholder of Record with respect to those shares, while you are considered the “beneficial owner” of those Shares. In that case, your shares are said to be held in "street name," and you are a “Street Name Holder” with respect to such shares. This notice was forwarded to you by that organization. Street Name Holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other holder of record how to vote their shares using the method described below under the section of this Proxy Statement titled ‘How do I vote my Common Stock?'. Since a Street Name Holder is not the Stockholder of Record, you may not vote your shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank, or other holder of record that holds your shares giving you the right to vote the shares at the Annual Meeting.


Can any other business be conducted at the Annual Meeting?

Yes. All matters brought before the Annual Meeting must be stated in the Notice or otherwise properly brought before the Annual Meeting by or at the direction of the Board, or by a Stockholder of Record entitled to vote at the meeting in compliance with our Bylaws. The Company and the Board are not aware of any properly submitted business to be acted upon at the Annual Meeting that is not set forth in this Notice.


Who is paying for this proxy solicitation?

We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to Street Name Holders. Our employees, officers and directors may solicit proxies in person or via telephone or the Internet. We will not pay additional compensation for any of these services.


What happens if the Annual Meeting is adjourned?

The Annual Meeting may be adjourned by the Chairman of the Annual Meeting for the purposes of, among other things, soliciting additional proxies. In the absence of a quorum of any class of stock entitled to vote on a matter, an adjournment may be made from time to time with the approval of the affirmative vote of the holders of a majority of outstanding shares of such class present in person or represented by proxy and entitled to vote on such matter at the Annual Meeting. The Company is required to notify stockholders of any adjournments of more than 30 days or if a new record date is fixed for the adjourned meeting. Except as described above, notice is not required for an adjourned meeting if the time, place and means of remote communication for the adjourned meeting are announced at the meeting at which the adjournment occurs. Unless a new record date is fixed, your proxy will still be valid and may be voted at the adjourned meeting unless properly revoked. You will still be able to change or revoke your proxy until it is voted.


When are stockholder proposals due for the 2025 Annual Meeting of Stockholders?

Proposals by stockholders, including director nominations, that are submitted for inclusion in our proxy statement for our 2025 annual meeting must follow the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and our Bylaws. To be timely under our Bylaws, a stockholder proposal must have been received by our Secretary at 700 Nicollet Mall, Ste 640, Minneapolis, MN 55402, not earlier than the close of business on June 6, 2025 (US Central Standard Time), and no later than close of business July 6, 2025 (US Central Standard Time). However, if the date of our 2025 annual stockholders’ meeting is changed by more than 30 days from November 19, 2025, then the deadline for submitting a stockholder proposal will be no later than 10 days after the day on which the date of the 2025 annual meeting is first disclosed in a press announcement or in a document we publicly file or furnish with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act. Notices of stockholder proposals and stockholder nominations for directors must comply with the informational and other requirements set forth in our Bylaws as well as applicable statutes and regulations. Due to the complexity of the respective rights of the stockholders and our Company in this area, any stockholder desiring to propose actions or nominate directors is advised to consult with his or her legal counsel with respect to such rights. We suggest that any such proposal be submitted by certified mail return receipt requested.



Name	Age	Director Since	Position	Committee Membership
Kyle Brehm	40	2024	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Member)
Stephen East	60	2024	Independent Non-Executive Director	Audit and Risk Committee (Chair), Compensation Committee (Chair), and Nominating and Corporate Governance Committee (Chair)
Paul Paradis	40	2018	Co-Founder, Executive Director, and President	—
Karen Webster	67	2024	Independent Non-Executive Director	Audit and Risk Committee (Member), Compensation Committee (Member), and Nominating and Corporate Governance Committee (Member)
Charles Youakim	47	2016	Co-Founder, Executive Chairman, and Chief Executive Officer	—


			Stephen East Independent Non-Executive Director
			Stephen East currently sits on the Board of Toll Brothers, Inc. (NYSE: TOL), the 5th largest homebuilder in the U.S., and previously was one of the country’s preeminent Wall Street Housing analysts. He is widely recognized as an influential expert on the single-family new construction industry and Consumer Behavior. With 30+ years of wide-ranging research and industry experience, Stephen is well-known for his focus on strategy, managerial talent, capital structure and housing-related macroeconomics. Stephen retired from Wells Fargo after serving as a Managing Director and Senior Consumer Analyst, heading the Equity Research team that covered the Homebuilding and Building Products sectors. Prior to joining Wells Fargo, he was recruited by Evercore ISI and spent four years there as a Partner and Senior Managing Director heading the firm’s Housing research effort. Prior to joining Evercore ISI, he spent nearly two decades in equity research and investment management, including roles as Director of Research. He also spent six years in industry at Monsanto. Stephen was II ranked for numerous years, including multiple years ranked No. 1 in the annual Institutional Investor analyst survey for Homebuilding & Building Products. He was also recognized by StarMine as a top analyst. Mr. East is an active member of various industry trade groups, including ULI and NAHB and has been a frequent speaker at real estate industry conferences and media outlets. Stephen has been a commissioner on his local Planning & Zoning Commission for more than 10 years, while also volunteering on his local Crisis Response Team. Stephen is a CFA Charterholder and is a Financial Expert as defined by the Sarbanes-Oxley Act of 2002. He currently sits on the Audit & Risk and Executive Compensation committees and is Chair of the Public Debt & Equity Securities committee of Toll Brothers Board. Stephen earned an MBA from the University of Missouri and a BS in Finance from Arkansas State University, which he attended on an athletic scholarship. We believe that Mr. East is a valuable asset to our Board of Directors due to his financial acumen and extensive experience in the capital markets and corporate governance at public companies.
Age: 60 Director since 2024 Committees: •Compensation (Chair) •Nominating and Corporate Governance (Chair) •Audit and Risk (Chair)


			Paul Paradis Executive Director and President
			Mr. Paradis co-founded Sezzle and has served as a member of our Board of Directors since May 2018. Mr. Paradis has served as President since July 2020 and, prior to serving as President, Mr. Paradis was our Chief Revenue Officer starting in May 2016. Mr. Paradis has extensive experience in sales and marketing. He began his career in sales with the Minnesota Timberwolves. He left the Timberwolves to attain his MBA from the Carlson School of Management at the University of Minnesota, where he focused on marketing and strategy. After graduating from the Carlson School of Management, Mr. Paradis spent six years leading sales and marketing at Dashe & Thomson and the Abreon Group, boutique management consultancies focused on IT transformation adoption. Mr. Paradis left the Abreon Group in 2016 when he co-founded Sezzle. At Sezzle, Mr. Paradis oversees sales, account management, strategic partnerships, and customer and merchant support. Mr. Paradis has a Bachelor of Arts in Political Science from Davidson College and an MBA from the University of Minnesota. Mr. Paradis does not currently hold any other directorships. We believe Mr. Paradis is well-qualified to serve as a member of our Board of Directors due to his experience from serving as co-founder and President at Sezzle, in addition to his experience in IT transformation.
Age: 40 Director since 2018 Committees: None.


			Karen Webster Independent Non-Executive Director
			Karen Webster was appointed and has served as a member of the Board of Directors since February 2024. Ms. Webster is the founder and has served as Chief Executive Officer of What’s Next Media & Analytics LLC since July 2009 and has been a consultant and managing director of Berkeley Research Group, LLC since 2023. Ms. Webster also has been a co-founder and executive of Market Platform Dynamics LLC since 2004. Ms. Webster has a Master of Science in Strategy and Marketing from Johns Hopkins University. We believe Ms. Webster is well-qualified to serve as a member of our Board of Directors due to her senior management experience and her expertise in the payments industry.
Age: 67 Director since 2024 Committees: •Compensation •Nominating and Corporate Governance •Audit and Risk


			Charles Youakim Chairman and Chief Executive Officer
			Mr. Youakim is our co-founder, Executive Chairman, and Chief Executive Officer of Sezzle. Mr. Youakim is a serial technology entrepreneur with over ten years of experience in growing fintech companies from inception to large-scale businesses. Mr. Youakim began his career as an engineer and software developer. After successfully advancing in his early career, he returned to business school where he was able to focus on expanding his knowledge of finance, marketing, and business strategy. In 2010, after completing business school, Mr. Youakim founded his first payments company, Passport Labs, Inc. (“Passport”). Passport became a leader in software and payments for the transportation industry. At Passport, Mr. Youakim led the construction and the original technology and led the company as it disrupted the industry through the introduction of white label systems and payment wallets. Passport is the technology behind enterprise transportation installations like ParkChicago, ParkBoston, and the GreenP in Toronto. Mr. Youakim co-founded Sezzle in 2016 and also planned much of the business’ technology architecture. Mr. Youakim has a degree in Mechanical Engineering from the University of Minnesota and an MBA from the Carlson School of Management at the University of Minnesota. Mr. Youakim does not currently hold any other directorships. We believe Mr. Youakim is well-qualified to serve as a member of our Board of Directors due to his perspective and experience from serving as co-founder and Chief Executive Officer of Sezzle, as well as his experience leading other technology companies.
Age: 47 Director since 2016 Committees: None.


Compensation Committee Members: •Stephen East (Chair) •Kyle Brehm •Karen Webster			Our Compensation Committee charter is available on our website at https://investors.sezzle.com/leadership-and-governance/. Our compensation committee has overall responsibility for evaluating and approving the structure, operation, and effectiveness of the Company’s compensation plans, policies, and programs for officers and directors, including but not limited to: •Assisting the Board of Directors in developing and evaluating potential candidates for executive officer positions, and overseeing the development of executive succession plans; •Reviewing the Company’s overall compensation strategy to provide for appropriate rewards and incentives for the Company’s management and employees; •Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, and evaluating the performance of the executive officers of the Company in light of those goals and objectives; •Reviewing, assessing, and making recommendations to the Board of Directors regarding the compensation of the independent directors; •Considering and making recommendations to the Board of Directors regarding whether to seek shareholder approval for any executive officer compensation; •Overseeing the Company's policies and practices regarding the deferral of performance-based remuneration and the reduction, cancellation, or clawback of performance-based remuneration in the event of serious misconduct, a material misstatement in the Company's financial statements, or as otherwise set forth in policies of the Committee or Board; •Overseeing and monitoring the remuneration of non-executive directors, including the Company's policies and practices regarding any minimum shareholding requirements; •Administering the Company’s equity-based plans, deferred compensation plans and management incentive compensation plans, granting awards under such plans and making recommendations to the Board of Directors about amendments to such plans (or approve amendments to such plans, to the extent authority to approve such amendments is provided therein) and the adoption of any new equity-based incentive compensation plans; •Reviewing, considering, and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposes of benchmarking and analysis of compensation for executive officers and directors; •In its sole discretion, appointing, retaining, or obtaining the advice of a compensation consultant, legal counsel, or other adviser; •Producing a compensation committee report on executive compensation for inclusion in the Company’s annual proxy statement in accordance with the proxy rules and such rules as required by the SEC; •Monitoring the Company's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits; •Overseeing the Company's compliance with applicable rules and regulations promulgated by the SEC regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under Nasdaq rules;


Compensation Committee (continued) Members: •Stephen East (Chair) •Kyle Brehm •Karen Webster			•Reviewing the risks associated with the Company’s compensation policies and practices, including an annual review of the Company’s risk assessment of its compensation policies and practices for its employees; •Reviewing whether there is any gender or other inappropriate bias in remuneration for directors, executives, or other employees; •Reviewing and assessing the adequacy of its charter and submitting any changes to the Board of Directors for approval on an annual basis; •Reporting its actions and any recommendations to the Board on a periodic basis; and •Annually performing, or participating in, an evaluation of the performance of the committee, the results of which shall be presented to the Board of Directors. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Nominating and Corporate Governance Committee Members: •Stephen East (Chair) •Kyle Brehm •Karen Webster			Our Nominating and Corporate Governance Committee charter is available on our website at https://investors.sezzle.com/leadership-and-governance. Our Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and ethical conduct, and monitors the effectiveness of our corporate governance guidelines. Our Nominating and Corporate Governance Committee is responsible for, among other things: •Identifying individuals qualified to become directors, consistent with criteria approved by the Board, receiving nominations for such qualified individuals, and reviewing recommendation put forward by the Chief Executive Officer; •Establishing criteria for Board of Directors composition and identifying individuals qualified to become members of our Board of Directors and its various committees; •Establishing a policy under which stockholders of the Company may recommend a candidate to the committee for consideration for nomination as a director; •Recommending to the Board qualified individuals to serve as committee members; •Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; •Reviewing the Company’s practices and policies with respect to directors, including retirement policies, the size of the Board, the ratio of employee directors to nonemployee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto; •In concert with the Board of Directors, reviewing the Company policies with respect to significant issues of corporate public responsibility, including contributions; •Recommending to the Board of Directors or to the appropriate committee thereto processes for annual evaluations of the performance of the Board of Directors, the Chairperson of the Board and the Chief Executive Officer and appropriate committees of the Board of Directors; •Considering and reporting to the Board any questions of possible conflicts of interest of directors; •Providing for new director orientation and continuing education for existing directors on a periodic basis; •Overseeing the maintenance and presentation to the Board of Directors of management’s plans for succession to executive and senior management positions in the Company, and reviewing succession planning for directors; •Reviewing and assessing the adequacy of its charter and submitting any changes to the Board of Directors for approval; •Performing, or participating in, as frequently as necessary or advisable, an evaluation of the performance of the committee, the results of which shall be presented to the Board of Directors;


Nominating and Corporate Governance Committee (continued) Members: •Stephen East (Chair) •Kyle Brehm •Karen Webster			•Establishing objectives to promote the Company’s stated public benefits and support the operation of the Company in a responsible and sustainable manner consistent with its status as a public benefit corporation; •Adopting standards to measure the Company’s progress in promoting its stated public benefits; •At the appropriate time and subject to the Company’s size and operations, develop measurable objectives to achieve diversity in the composition of the Board, senior executives and workforce generally in accordance with the Company’s Diversity Policy; •Monitor, review, and report to the Board on the Company’s diversity performance, including disclosing the measurable objectives set for that period, and its satisfaction of any listing standards of NASDAQ; and •Review and make recommendations to the Board on remuneration levels by gender, as well as other facets of diversity in addition to gender, including different ages, ethnicities and backgrounds. The Nominating and Corporate Governance Committee is responsible for developing and recommending to our Board of Directors the desired and essential qualifications, expertise, and characteristics of members of the Board, including any specific qualities or skills that the Nominating and Corporate Governance Committee believes are necessary for one or more of the members of the Board to possess. The Nominating and Corporate Governance Committee has developed a skills matrix to assist it in consideration of the appropriate balance of experience, skills and attributes required of a member of the Board and to be represented on the Board as a whole. The skills matrix was developed after considering the Company’s near and long-term strategies and is intended to identify skills and attributes that will assist the Board in exercising its oversight function. The skills matrix reflects the core director criteria that should be satisfied by each director or nominee and includes: •Experience in developing, implementing and delivering strategic business objectives; •Qualifications and/or proficiency in financial accounting; •Proven ability and understanding in the application of legal principles, including financial services law; •Ability to identify key risks in a wide range of areas including legal and compliance; •Knowledge and experience in the strategic use and governance of information management and information technology including digital strategies, disruption and innovation; •Ability to comprehend and communicate developments in the Company’s industry; •A broad range of commercial/business experience, preferably in the small to medium enterprise context; •Formal training in directorship or governance; and •Experience at an executive level, including the ability to oversee strategic human resource management and evaluate the performance of senior executives. The Committee first evaluates the current members of the Board of Directors willing to continue in service as well as the results of periodic Board and committee self-evaluations. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. The Committee considers diversity as a factor in its evaluation of director candidates. Our Board of Directors maintains a diversity policy applicable to all of our employees, executives and directors that establishes the responsibility to consider appropriate and measurable (as applicable) diversity objectives, to assess regularly the overall effectiveness of the objectives and to review annually the progress in achieving the diversity objectives. This policy does not intend to set specific diversity goals with respect to the composition of our Board of Directors, but provides a mechanism for our company to evaluate diversity more broadly. A copy of the Diversity Policy is available on the corporate governance section of our website at https://investors.sezzle.com/leadership-and-governance.