UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-38664

Momentive Global Inc.

(Exact name of registrant as specified in its charter)

Delaware		80-0765058
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Curiosity Way

San Mateo, California, 94403

(650) 543-8400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	MNTV	The Nasdaq Stock Market LLC (The Nasdaq Global Select Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) as reported by the Nasdaq Global Select Market on such date, was approximately $1,138,341,000. Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

As of April 7, 2023, there were 150,689,947 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Momentive Global Inc.

Amendment No. 1 to Annual Report on Form 10-K/A

For the year ended December 31, 2022

TABLE OF CONTENTS

		Page
	EXPLANATORY NOTE	2

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3
	Composition of the Board of Directors	3
	Director Independence	6
	Board Leadership Structure	6
	Board and Stockholder Meetings and Committees	7
	Audit Committee	7
	Compensation Committee	8
	Nominating and Corporate Governance Committee	8
	Board of Directors Diversity Matrix	9
	Communications with the Board of Directors	9
	Role of the Board in Risk Oversight	9
	Executive Officers	10
	Delinquent Section 16(a) Reports	11
	Corporate Governance Guidelines and Code of Business Conduct and Ethics	11
	Stockholder Recommendations for Nominations to the Board of Directors	11
Item 11.	Executive Compensation	12
	Compensation Discussion and Analysis	12
	Summary Compensation Table	34
	Grants of Plan-Based Awards in 2022	35
	Outstanding Equity Awards at 2022 Year-End	36
	Option Exercises and Stock Vested in 2022	38
	Potential Payments upon Termination or Change in Control	38
	CEO Pay Ratio	40
	Pension Benefits and Nonqualified Deferred Compensation	41
	Compensation Committee Interlocks and Insider Participation	42
	Compensation Committee Report	42
	Non-Employee Director Compensation	42
	Director Compensation in Fiscal 2022	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
	Equity Compensation Plan Information	45
	Security Ownership of Certain Beneficial Owners and Management	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
	Commercial Arrangements with Facebook	49
	Lease Arrangements with Spectrum Equity	49
	Commercial Arrangements with GoDaddy	49
	Other Transactions	49
	Policies and Procedures for Related Party Transactions	49
Item 14.	Principal Accountant Fees and Services	50
	Fees Paid to the Independent Registered Public Accounting Firm	50
	Auditor Independence	50
	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	50

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	51

	Signatures

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) on Form 10-K/A is filed with respect to Momentive Global Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2023. This Amendment updates the Form 10-K, which omitted Part III (Items 10, 11, 12, 13 and 14) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission (the “SEC”) not later than 120 days after the end of the fiscal year.

Accordingly, this Amendment is being filed solely to (i) amend Part III (Items 10, 11, 12, 13 and 14) of the Form 10-K to include the information required by such Items, (ii) delete the reference on the cover of the Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Form 10-K, and (iii) file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K; accordingly, paragraphs 3, 4 and 5 of the certifications have been omitted.

We expect the proposed acquisition of Momentive Global by entities affiliated with STG Partners, LLC (the “Proposed Acquisition”) to close in the second or third quarter of 2023 and, as such, the Board of Directors of Momentive has decided not to hold the 2023 Annual Meeting at this time. In the event we decide to hold the 2023 Annual Meeting, we will issue a press release, with sufficient notice to stockholders, announcing: (i) the date, time and location of the planned 2023 Annual Meeting and (ii) the new deadline for receipt of stockholder proposals to be submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy materials for the planned 2023 Annual Meeting.

This Amendment makes no changes to the Form 10-K except for those to Part III and the filing of related certifications. This Amendment does not amend, update, or change the financial statements or any other items or disclosures contained in the Form 10-K and does not otherwise reflect events occurring after the original date of the Form 10-K; accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Form 10-K.

Unless indicated otherwise, throughout this Amendment, references to “we,” “us,” “our,” “the Company,” or “Momentive” mean Momentive Global Inc. and its subsidiaries.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Composition of the Board of Directors

Our business is managed under the direction of our board of directors, which is currently comprised of ten members. Nine of our ten directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is currently divided into three classes, but undergoing a phased declassification in accordance with an amendment to our amended and restated Certificate of Incorporation approved by our Board and stockholders in fiscal year 2022 (the “Declassification Amendment”). Under the terms of the Declassification Amendment, beginning at the 2022 Annual Meeting of Stockholders, each class of directors will stand for election to one-year terms after the expiration of their respective current terms with the result that the entire Board will be elected on an annual basis at the 2024 Annual Meeting of Stockholders and at each annual meeting thereafter.

The following table sets forth the names, ages as of March 31, 2023 and certain other information for each member of our board of directors. Serena Williams resigned as a member of our board of directors effective July 29, 2022.

Name	Class	Age	Position	Director Since		Current Term Expires
Alexander J. “Zander” Lurie	I	49	Chief Executive Officer & Director		2009		2023
Lauren Antonoff(2)	II	52	Director		2022		2023
Dana L. Evan(1)	I	63	Director		2012		2023
Ryan Finley(3)	II	46	Director		1999		2023
Sagar Gupta(4)	I	35	Director		2022		2023
Benjamin C. Spero(1)(2)	II	47	Director		2009		2023
Susan L. Decker(1)(4)	III	60	Director		2017		2024
David A. Ebersman(3)(4)	III	53	Chair of the Board		2015		2024
Erika H. James(3)	III	53	Director		2018		2024
Sheryl K. Sandberg(2)	III	53	Director		2015		2024

(1)	Member of our audit committee.

(2)	Member of our compensation committee.

(3)	Member of our nominating and corporate governance committee.

(4)	Member of our strategic committee.

Alexander J. “Zander” Lurie. Mr. Lurie has served as our Chief Executive Officer since January 2016, and he has served as a member of our board of directors since December 2009, including as Chair of our board of directors from July 2015 to January 2016. Mr. Lurie also has served as our interim Chief Financial Officer: most recently from September 2022 to December 2022, following the departure of Justin Coulombe, our former Chief Financial Officer; previously from March 2021 through June 2021, following the departure of Deborah L. Clifford, our former Chief Financial Officer; and prior to that, from April 2019 through July 2019, following the retirement of Timothy J. Maly, our former Chief Financial Officer and Chief Operating Officer. Prior to joining Momentive, Mr. Lurie served as Senior Vice President of Entertainment at GoPro, a consumer company focused on building cameras, software and accessories, from November 2014 until January 2016. From February 2013 to January 2014, Mr. Lurie served as Executive Vice President for Guggenheim Digital Media, an internet media company. From April 2010 to August 2012, Mr. Lurie served as Senior Vice President, Strategic Development at CBS, a mass media corporation. From February 2008 to April 2010, Mr. Lurie served as Chief Financial Officer and Head of Business Development for CBS Interactive, a division of CBS. Mr. Lurie came to CBS Interactive via its acquisition of CNET Networks, a media website focused on technology and consumer electronics, where he served as head of Corporate Development from February 2006 to February 2008, and just prior to the acquisition he also served as Chief Financial Officer. Mr. Lurie began his career in the investment banking group at J.P. Morgan where he led equity transactions and mergers and acquisitions in the internet sector. Mr. Lurie has served on the board of directors of GoPro since February 2016. Mr. Lurie holds a J.D. and M.B.A. from Emory University and a B.A. in political science from the University of Washington.

Mr. Lurie was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and his extensive background as an executive of companies in the technology industry.

Lauren Antonoff. Ms. Antonoff served as President, Independents at GoDaddy, Inc. (“GoDaddy”) an internet domain registrar and web hosting company, from November 2019 to January 2022. Prior to this role, she served as Senior Vice President & General Manager, Presence and Commerce at GoDaddy from March 2015 to November 2019. From November 1996 to February 2015, Ms. Antonoff served in various program manager roles at Microsoft Corporation, a computer software company. Ms. Antonoff holds a B.A. in Rhetoric and a B.A. in Political Science from the University of California, Berkeley.

Ms. Antonoff was selected to serve on our board of directors because of her perspective and leadership experience with technology companies.

Dana L. Evan. Ms. Evan has served as a member of our board of directors since March 2012. From 2013 to July 2020, Ms. Evan served as a Venture Partner at Icon Ventures, a venture capital firm, and since July 2007, has invested in and served on the boards of directors of companies in the internet, technology and media sectors. From May 1996 until July 2007, Ms. Evan served as Chief Financial Officer of VeriSign, a provider of intelligent infrastructure services. Ms. Evan currently serves on the board of directors of Box, a cloud content management company, and Farfetch Limited, a fashion industry technology platform provider and marketplace. In April 2019, Ms. Evan was selected as Director of the Year by the National Association of Corporate Directors (NACD). Ms. Evan holds a B.S. in commerce from Santa Clara University and is a certified public accountant (inactive).

Ms. Evan was selected to serve on our board of directors because of her experience in operations, strategy, accounting and financial management and investor relations at both publicly and privately-held technology companies.

Ryan Finley. Mr. Finley started SurveyMonkey in 1999 and has served as a member of our board of directors since our founding. Mr. Finley also currently serves on the Board of Trustees of the Portland Art Museum. Mr. Finley studied computer science at the University of Wisconsin-Madison.

Mr. Finley was selected to serve on our board of directors because of his perspective and experience as our founder.

Sagar Gupta. Mr. Gupta has served as a member of our board of directors since March 2022. Mr. Gupta has served as a Senior Analyst and Head of Technology, Media and Telecommunications (“TMT”) Investing at Legion Partners, a value-oriented activist investment manager, since January 2018. Previously, from March 2015 to March 2018, Mr. Gupta was a member of the founding team at Finchwood Capital, a concentrated, long/short TMT equity hedge fund. Prior to Finchwood, from March 2014 to February 2015, he was at Balyasny Asset Management, a multi-strategy hedge fund, where he focused on TMT long/short equity investing and from July 2012 to March 2014 was at KKR & Co. Inc. as a member of the special situations and private debt investment teams. Mr. Gupta began his career as an investment banker with UBS. He holds a B.S. in business administration from the Haas School of Business at the University of California, Berkeley.

Mr. Gupta was selected to serve on our board of directors because of his experience in the financial services industry.

Benjamin C. Spero. Mr. Spero has served as a member of our board of directors since April 2009. Mr. Spero has served as a Managing Director at Spectrum Equity, a growth stage private equity firm, since January 2001. Mr. Spero currently serves on the boards of directors of numerous privately-held companies, and he previously served on the board of GrubHub, an online food ordering company, and Ancestry.com, a genealogy company. Mr. Spero holds a B.A. in economics and history from Duke University.

Mr. Spero was selected to serve on our board of directors because of his experience in the venture capital industry and as a director of both publicly and privately held technology companies.

Susan L. Decker. Ms. Decker has served as a member of our board of directors since November 2017. In February 2018, Ms. Decker founded Raftr, a communications and event platform for university campuses, and she also serves as its Chief Executive Officer. Ms. Decker has served on various boards of directors of several public and private companies since 2009. Currently, those include Berkshire Hathaway, a conglomerate holding company, Vail Resorts, a ski resorts operator, Costco, an operator of warehouse clubs, Vox Media, a digital media company, Automattic, a private web development company, and Chime Financial, a financial technology company. Ms. Decker also serves as a trustee of the University of Denver. From June 2000 to April 2009, Ms. Decker served in various executive management positions at Yahoo, a web services provider, including President from June 2007 to April 2009, Executive Vice President, Advertiser and Publisher Group from December 2006 to June 2007 and Chief Financial Officer from June 2000 to June 2007. Prior to Yahoo, she served as Director of Global Research at Donaldson, Lufkin & Jenrette, an investment bank. Ms. Decker is a Chartered Financial Analyst and served on the Financial Accounting Standards Advisory Council. Ms. Decker holds a B.S. from Tufts University, with a double major in computer science and economics, and an M.B.A. from Harvard Business School.

Ms. Decker was selected to serve on our board of directors because of her executive experience at a public technology company and her financial expertise as a former equity securities analysist and her service on the boards of directors of numerous public companies.

David A. Ebersman. Mr. Ebersman has served as a member of our board of directors since June 2015. Since January 2015, Mr. Ebersman has served as co-founder and Chief Executive Officer of Lyra Health, a behavioral health care technology company. From September 2009 to June 2014, Mr. Ebersman served as Chief Financial Officer of Facebook, an online social networking company. Prior to Facebook, Mr. Ebersman served in various positions at Genentech, a biotechnology company, most recently as Chief Financial Officer and Executive Vice President from March 2005 to April 2009. Mr. Ebersman also served as a member of the board of directors of Castlight Health, a health technology company, from 2012 to 2022. Mr. Ebersman holds an A.B. in international relations and economics from Brown University and was selected for a Henry Crown Fellowship in 2000.

Mr. Ebersman was selected to serve on our board of directors because of his perspective and leadership experience with technology companies.

Erika H. James. Ms. James has served as a member of our board of directors since August 2018. Ms. James joined the board of directors of Morgan Stanley in January 2022 and has served as the Dean of the Wharton School at the University of Pennsylvania since July 2020. Ms. James also serves on the board of directors of the Philadelphia Orchestra and Kimmel Center Inc. From July 2014 to May 2020, Ms. James served as Dean of Emory University’s Goizueta Business School. From January 2012 to July 2014, Ms. James served as Senior Associate Dean for Executive Education at Darden School of Business, University of Virginia and was the President of the Institute for Crisis Management, a consulting and research organization for crisis preparedness and response, from November 2012 to June 2014. Ms. James holds a B.A. in psychology from Pomona College and a Ph.D. in organizational psychology from the University of Michigan.

Ms. James was selected to serve on our board of directors because of her extensive leadership experience in higher education.

Sheryl K. Sandberg. Ms. Sandberg has served as a member of our board of directors since July 2015. Ms. Sandberg served as Chief Operating Officer of Meta Platforms, Inc. (formerly known as Facebook, Inc.) from March 2008 to September 2022. Ms. Sandberg has served as a member of Meta’s board of directors since June 2012, and previously served as a member of the boards of directors of The Walt Disney Company from March 2010 to March 2018 and Starbucks from March 2009 to March 2012. From November 2001 to March 2008, Ms. Sandberg served in various positions at Google, most recently as Vice President of Global Online Sales & Operations. Ms. Sandberg is also a former Chief of Staff of the U.S. Treasury Department and previously served as a consultant with McKinsey & Company, a management consulting company, and as an economist with The World Bank. Ms. Sandberg holds an A.B. in economics from Harvard University and an M.B.A. from Harvard Business School.

Ms. Sandberg was selected to serve on our board of directors because of her extensive senior management experience at public internet and technology companies.

Director Independence

Our common stock is listed on the Nasdaq Global Select Stock Market. Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period after the completion of its initial public offering. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the listing standards of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3 and under the listing standards of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, board of directors, or any other board committee, (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the listing standards of Nasdaq, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director, and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Mses. Antonoff, Decker, Evan, James, and Sandberg and Messrs. Ebersman, Finley, Gupta, and Spero do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in Part III, Item 13 “Certain Relationships and Related Party Transactions.” In addition, our board of directors has determined that all members of our audit, compensation, and nominating and corporate governance committees are independent.

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Mr. Ebersman currently serves as the Chair of our board of directors. The general policy outlined in our Corporate Governance Guidelines is that the Chair of the board of directors and the Chief Executive Officer (“CEO”) positions may, but need not be, served by the same person. Currently, the Chair of our board of directors and the CEO positions are served by separate individuals. Our board of directors believes that the current board leadership structure provides effective independent oversight of management while allowing our board of directors and management to benefit from Mr. Ebersman’s years of experience in leadership and executive roles in the technology industry.

Board and Stockholder Meetings and Committees

During the fiscal year ended December 31, 2022, our board of directors held 7 meetings (including regularly scheduled and special meetings) and acted by unanimous written consent from time to time. In order to encourage and enhance communication among independent directors, our independent directors meet in executive session without management directors or company management at least twice per year, as provided in our corporate governance guidelines. Each director, with the exception of Ms. James, attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. Ms. James attended less than 75% of the total number of meetings of our board of directors held during the last fiscal year.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. At our 2022 annual meeting of stockholders, held on June 7, 2022, four of our directors attended.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, which are standing committees of the board of directors. Additionally, in connection with the exploration and evaluation of strategic alternatives available to the Company, our board of directors established a strategic committee in August 2021. The current membership of our committees and the number of meetings held by each committee in fiscal year 2022 is set forth below. Each of our standing committees operates under a written charter that complies with the applicable requirements of the Nasdaq listing standards and the applicable rules and regulations of the SEC. Each of the charters is posted on the “Governance” section of our investor relations website at investor.momentive.ai/governance/governance-documents.

Name of Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Strategic Committee
Lauren Antonoff(1)		Member
Susan L. Decker	Member			Chair
Ryan Finley(2)			Member
Sagar Gupta				Member
David A. Ebersman			Member	Member
Dana L. Evan	Chair
Erika H. James			Chair
Sheryl K. Sandberg		Member
Benjamin C. Spero	Member	Chair
Total Number of Meetings	4	5	3	15

(1)	Ms. Antonoff was appointed as a member of the compensation committee effective November 9, 2022, replacing Mr. Finley, who resigned therefrom on November 9, 2022.

(2)	Mr. Finley served as a member of the compensation committee until November 9, 2022, and was appointed as a member of the nominating and corporate governance committee effective November 9, 2022, replacing Ms. Decker, who resigned therefrom on November 9, 2022.

Audit Committee

Our audit committee is responsible for, among other things:

•

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•

helping to ensure the independence and overseeing performance of the independent registered public accounting firm;

•

reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

•

reviewing our financial statements and our critical accounting policies and estimates;

•

reviewing the adequacy and effectiveness of our internal controls;

•

developing and overseeing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls or audit matters;

•

overseeing our policies on risk assessment and risk management;

•

overseeing compliance with our code of business conduct and ethics;

•

reviewing related party transactions; and

•

pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Each of the members of our audit committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our board of directors has determined that each of Mses. Decker and Evan and Mr. Spero is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933.

Compensation Committee

Our compensation committee is responsible for, among other things:

•

reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers;

•

administering our equity compensation plans;

•

reviewing and approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans;

•

establishing and reviewing general policies relating to compensation and benefits of our employees; and

•

making recommendations regarding non-employee director compensation to our full board of directors.

Each of the members of our compensation committee meets the requirements for independence under the listing standards of Nasdaq and the applicable rules and regulations of the SEC. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other things:

•

identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

•

evaluating the performance of our board of directors and of individual directors;

•

considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

•

reviewing developments in corporate governance practices;

•

evaluating the adequacy of our corporate governance practices and reporting;

•

approving our committee charters;

•

overseeing compliance with our code of business conduct and ethics;

•

overseeing the Company’s strategy, policies and practices relating to environmental, social and governance matters;

•

contributing to succession planning;

•

reviewing actual and potential conflicts of interest of our directors and officers other than related party transactions reviewed by our audit committee; and

•

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Board of Directors Diversity Matrix

Our board of directors and nominating and corporate governance committee are committed to diversity of experience, gender, race and ethnicity, and seeks to ensure that there is diversity of thought among our directors. We believe that diversity of thought stems from many factors including professional experience, life experience, socio-economic background, gender, race, ethnicity, religion, skill set, and geographic representation. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, abilities, and shareholder and community representation that will allow the board of directors to fulfill its responsibilities.

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. In this regard, five self-identify as female, and four self-identify as an under-represented minority. Accordingly, the Company is in compliance with Nasdaq’s diversity requirement. This new Nasdaq disclosure is also aligned with recent requirements by the State of California, where our headquarters is located, regarding board diversity. The Board Diversity Matrix below presents our board of directors’ diversity statistics in the format prescribed by the Nasdaq rules.

Board Diversity Matrix (As of March 31, 2023)
Total Number of Directors 10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	5	4		1
Part II: Demographic Background
African American or Black	1
Alaskan Native or Native American
Asian		1
Hispanic or Latinx	1
Native Hawaiian or Pacific Islander
White	4	3
Two or More Races or Ethnicities	1
LGBTQ+
Did Not Disclose Demographic Background				1

Communications with the Board of Directors

Interested parties wishing to communicate with our non-management directors may do so by writing to the board of directors or to the particular member or members of our board of directors and mailing the correspondence to our Chief Legal Officer at Momentive Global Inc., One Curiosity Way, San Mateo, California 94403. Our Chief Legal Officer or Legal Department, in consultation with appropriate members of our board of directors, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chair of our board of directors.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process which risks include, among others, strategic, financial, business and operational, cybersecurity, legal and regulatory compliance, and reputational risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and

assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. In addition to oversight of the performance of our external audit function, our audit committee also monitors compliance with legal and regulatory requirements and reviews related party transactions. Our nominating and corporate governance committee monitors the effectiveness of our Corporate Governance Guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Executive Officers

The following table sets forth certain information about our executive officers and their respective ages as of March 31, 2023, except as set forth below. Officers are elected by the board of directors to hold office until their successors are elected and qualified. We had no other executive officers serving at the end of our fiscal year ended December 31, 2022.

Name	Age	Position
Zander Lurie	49	Chief Executive Officer & Director
Lora D. Blum	49	Chief Legal Officer and Secretary
Rebecca Cantieri	48	Chief People Officer
Priyanka Carr	37	Chief Operating Officer
Clarence “Ken” Ewell	57	Chief Customer Officer
Richard E. “Rich” Sullivan, Jr.	50	Chief Financial Officer

For the biography of Mr. Lurie, see Part III, Item 10 “Composition of the Board of Directors.”

Lora D. Blum. Ms. Blum has served as our Chief Legal Officer and Secretary since January 2017. Prior to joining us, Ms. Blum spent over six years at LinkedIn, a professional social media networking company, from June 2010 to January 2017 in various legal leadership roles, including most recently as Vice President, Legal-Corporate. Prior to LinkedIn, Ms. Blum was in private practice for over ten years, including serving as a Partner in capital markets at Jones Day and a Shareholder at Heller Ehrman. Ms. Blum holds a J.D. from UCLA and a B.A. in history from the University of California, Berkeley.

Rebecca Cantieri. Ms. Cantieri has served as our Chief People Officer since February 2018, and previously served as our Senior Vice President, Human Resources from January 2016 to January 2018 and our VP, Human Resources from September 2011 to January 2016. Prior to joining us, Ms. Cantieri spent over eleven years at Yahoo!, an internet services provider, in various human resources leadership roles, including as Senior Director, Human Resources and Director, Human Resources (Mergers & Acquisitions). Ms. Cantieri holds a B.A. in public administration from San Diego State University and an M.B.A. from San Francisco State University.

Priyanka Carr. Ms. Carr has served as our Chief Operating Officer since March 2022, and previously served as the general manager of our market research business. Ms. Carr joined Momentive in 2014, and previously led our strategy, corporate development, and partnerships function. Prior to joining us, Ms. Carr led teams at Bain & Company in its technology, media, telecommunication, and private equity practices. Ms. Carr holds a Ph.D. in psychological science from Stanford University and a B.A. in psychological science from Williams College.

Clarence “Ken” Ewell. Mr. Ewell joined the Company in December 2020 as its Chief Customer Officer. From May 2019 to December 2020, Mr. Ewell served as an independent management consultant providing services to startup and early-stage venture companies focused on technology and software ventures. Prior to that, he served as Vice President, Customer Success of Neustar, Inc., an information services and technology company, from January 2018 to May 2019, and Senior Vice President, Worldwide Professional Services at Aspect Software, a large enterprise contact center software development company, from September 2013 to December 2017. Mr. Ewell has an M.B.A. in Management and Strategy, Finance and Organizational Behavior from Northwestern University, Kellogg School of Management and a B.S. in Computer Science from Hampton University.

Richard E. “Rich” Sullivan, Jr. Mr. Sullivan joined the Company in December 2022 as its Chief Financial Officer. From August 2021 to December 2022, he served as Chief Financial Officer of Acorns Grow Incorporated, one of the leading subscription businesses in consumer financial and technology services. Prior to that, Mr. Sullivan served as Vice President of Financial Planning and Analysis at Twitter from August 2019 to August 2021, and in Chief Financial Officer and Chief Operating Officer roles at STX Entertainment from September 2014 to June 2019. Prior to his time at STX Entertainment, Mr. Sullivan held various finance roles, including as Deputy Chief Financial Officer, at Dreamworks Animation from January 2005 to September 2014 as well as Vice President of Investor Relations for AT&T from 2002 to 2005. Mr. Sullivan holds an M.B.A. from Columbia Business School and a B.S. in Economics from Hamilton College.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, certain officers and beneficial owners of more than ten percent of our outstanding common stock to file initial reports of beneficial ownership on Form 3, and reports of subsequent changes in beneficial ownership on Forms 4 or 5, with the SEC. Based solely on our review of these forms, we believe that all directors, officers and beneficial owners subject to Section 16 complied with the filing requirements applicable to them for the fiscal year ended December 31, 2022, with two exceptions:

•

On October 12, 2022, Legion Partners Asset Management, LLC and certain of its affiliates (the “Legion Group”), which has determined that it may be deemed a director by deputization by virtue of its representation on our board of directors, filed a Form 3 to report Legion Group’s aggregate holdings as of March 1, 2022.

•

The Legion Group also filed a Form 4 on October 12, 2022, to report the Legion Group’s purchase of an aggregate 772,500 shares of our common stock on August 22, 2022.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our investor relations webpage at investor.momentive.ai in the “Governance” section. We intend to post any amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.

Stockholder Recommendations for Nominations to the Board of Directors

There were no material changes to the procedures described in our proxy statement relating to the 2022 annual meeting of stockholders by which stockholders may recommend nominees to our board of directors.

Item 11.

Executive Compensation

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis provides information regarding the 2022 compensation program for our principal executive officer, each of the individuals who served as our principal financial officer during the last completed fiscal year, the three executive officers (other than our principal executive officer and each of the individuals who served as our principal financial officer) at fiscal year-end who were our most highly compensated executive officers, and one former executive officer (our “Named Executive Officers”). For 2022, our Named Executive Officers were:

•

Alexander J. “Zander” Lurie, our Chief Executive Officer, interim Chief Financial Officer (from September 30, 2022 through December 12, 2022) and Director (our “CEO”);

•

Richard E. “Rich” Sullivan, Jr., our Chief Financial Officer;

•

Lora D. Blum, our Chief Legal Officer and Secretary;

•

Clarence “Ken” Ewell, our Chief Customer Officer;

•

Priyanka Carr, our Chief Operating Officer;

•

Justin Coulombe, our former Chief Financial Officer (until September 30, 2022); and

•

John S. Schoenstein, our former Chief Revenue Officer (until October 3, 2022).

SEC Form 10-K/A filed by Momentive Global Inc. (Amendment)