DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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☐	Soliciting Material under §240.14a-12

BUMBLE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

Bumble Inc. Proxy Statement 2025 OFC

LOGO


Letter to Stockholders		April 17, 2025

Dear Stockholders,

On behalf of the Board of Directors, our executive leadership team, and employees worldwide, thank you for your investment in Bumble Inc. We are pleased to invite you to our 2025 Annual Meeting of Stockholders on Thursday, June 5, 2025, at 12 p.m. Eastern Time. The meeting will be held virtually, and we encourage you to join us at www.virtualshareholdermeeting.com/BMBL2025.

As Bumble’s Founder and CEO, I return with a renewed sense of purpose and a clear vision for the future. The way people connect and fall in love is evolving, and we are rising to the challenge with boldness, innovation, and an unwavering commitment to our mission. I’m incredibly proud of our team’s dedication to our members and products, and am honored to lead us into this next chapter.

2024 was a transformational year of strategic advancements, product innovation, and foundational work to strengthen our team and how we operate to drive success. As we continue this transformation, we are putting our members at the center of everything we do – strengthening our ecosystem, driving innovation, enhancing our revenue strategy, and rebuilding trust through new safety features. Moving forward, we are redesigning our apps, redefining the experience – making it safer, more joyful, and more intentional. Our focus is on rekindling the magic of Bumble, setting a new standard for modern relationships, and ensuring we create products that people truly love.

With a deepened commitment to member experience and safety, we believe 2025 will be a year in which we sharpen our focus, build on our foundation, and deliver innovation that will position Bumble Inc. for long-term success.

Bumble was built to be different – to care deeply. Now, we’re making it better than ever. Thank you for your continued confidence in Bumble Inc.


		Sincerely,

		Whitney Wolfe Herd Founder & CEO


				2025 Proxy Statement

Notice of Annual Meeting of Stockholders

Date and Time

Thursday, June 5, 2025 at 12:00 p.m. Eastern Time

Virtual Location

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Bumble Inc., which will be held virtually at www.virtualshareholdermeeting.com/BMBL2025. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

Items of Business

1.	To elect the four Class I director nominees listed in this Proxy Statement.

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

3.	To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

4.	To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Record Date

You may vote at the Annual Meeting if you were a stockholder of Bumble Inc. Class A or Class B common stock as of the close of business on April 7, 2025.

Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible, so that the shares may be represented at the Annual Meeting.

How to Vote

VOTE IN ADVANCE OF THE MEETING


		By Internet
		● Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
		By Telephone
		● From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.
		By Mail
		● If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials. ● Mark your selections on the proxy card. ● Date and sign your name exactly as it appears on your proxy card. ● Mail the proxy card in the enclosed postage-paid envelope provided to you.
VOTE ONLINE DURING THE MEETING
		By Internet
		● See page 8 of this Proxy Statement for details on voting your shares online during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2025.

2025 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 17, 2025.

By Order of the Board of Directors,

LOGO

DEIRDRE RUNNETTE

Secretary

April 17, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 5, 2025: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 are available free of charge at proxyvote.com or our investor relations website at https://ir.bumble.com. A list of stockholders of record at the close of business on April 7, 2025 will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 1105 West 41st Street, Austin, TX 78756, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2025.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

Table of Contents



PROXY SUMMARY			1

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			5

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS			11

SUSTAINABILITY AND RESPONSIBLE BUSINESS			18

NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS			20

PROPOSAL NO. 1—ELECTION OF DIRECTORS			23

COMPENSATION OF DIRECTORS			30

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			33

REPORT OF THE AUDIT COMMITTEE			35

PROPOSAL NO. 3—ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			37

INFORMATION CONCERNING OUR EXECUTIVE OFFICERS			38

COMPENSATION DISCUSSION AND ANALYSIS			39

EXECUTIVE COMPENSATION			51

OWNERSHIP OF SECURITIES			72

TRANSACTIONS WITH RELATED PERSONS			76

STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING			84

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			85

OTHER BUSINESS			86

ANNEX A: NON-GAAP RECONCILIATION			A-1


				2025 Proxy Statement

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

References in this Proxy Statement to (i) “we,” “us,” “our,” “ours,” “Bumble,” and the “Company” refer to Bumble Inc. and its consolidated subsidiaries and (ii) “stockholders” refers to holders of our Class A common stock and Class B common stock unless the context requires otherwise.

Voting Agenda/Voting Matters



Proposal		Board Recommendation	Page Reference

Proposal 1	To elect the four Class I director nominees listed in the Proxy Statement	For All Nominees		23

Proposal 2	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025	For		33

Proposal 3	Advisory (non-binding) vote to approve named executive officer compensation	For		37

PROXY SUMMARY

Board Directors and Nominees



		Whitney Wolfe Herd Founder and Chief Executive Officer Age: 35 Director Since: January 2020 Committee Membership: – None				Ann Mather Nominee for Re-election Chair of the Board Age: 65 Director Since: March 2020 Committee Membership: – Nominating and Corporate Governance (Chair)



		R. Lynn Atchison Age: 65 Director Since: October 2020 Committee Membership: – Audit and Risk (Chair)				Martin Brand Nominee for Re-election Age: 50 Director Since: August 2024 Committee Membership: – None

		Matthew S. Bromberg Age: 58 Director Since: July 2020 Committee Membership: – None				Amy M. Griffin Age: 49 Director Since: February 2021 Committee Membership: – Nominating and Corporate Governance

		Sissie L. Hsiao Age: 46 Director Since: October 2023 Committee Membership: – None				Jonathan C. Korngold Nominee for Re-election Age: 51 Director Since: January 2020 Committee Membership: – Compensation

		Elisa A. Steele Age: 58 Director Since: July 2020 Committee Membership: – Audit and Risk – Compensation (Chair)				Pamela A. Thomas-Graham Nominee for Re-election Age: 61 Director Since: August 2020 Committee Membership: – Audit and Risk – Compensation


		2		2025 Proxy Statement

PROXY SUMMARY

Board and Leadership Highlights

LOGO

BOARD PRACTICES

● Classified board, with yearly election of each of three classes of directors

● Annual Board and Committee evaluations

● Independent directors meet in executive sessions without management present

● Directors limited to no more than five public company boards (including Bumble)

● Strong corporate governance guidelines and policies

OVERSIGHT OF RISK, ETHICS & CORPORATE RESPONSIBILITY

● Full Board responsible for risk oversight, with specific areas delegated to relevant Board committees

● Code of Conduct applicable to all directors, officers and employees, with certification and periodic compliance training

● Full Board oversight of corporate responsibility strategy and approval of Company’s long-term goals and commitments

PROXY SUMMARY

NEOs and Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

Last year, we offered our stockholders an opportunity to cast advisory votes on the approval of the compensation of our named executive officers, and we were pleased that approximately 99.8% of the votes cast on the advisory “Say on Pay” proposal at last year’s meeting were voted in favor of our executive compensation program. The following discussion summarizes the significant elements of our executive pay program for fiscal year 2024. For additional information on 2024 executive compensation, please refer to the Compensation Discussion and Analysis, beginning on page 39.

Compensation Elements

The compensation of our named executive officers includes three main components: (i) base salary; (ii) short-term incentives (“STI”), consisting of an annual cash bonus based on four performance metrics (revenue, adjusted EBITDA margin, total paying users and individual performance); and (iii) long-term equity incentives, consisting of stock options and restricted stock units (“RSUs”).

Compensation Philosophy, Policies and Practices

It is Bumble’s philosophy that compensation should be performance-focused, market-competitive, simple, transparent and aligned to our values. In setting executive compensation, the Compensation Committee considers the pay programs of a peer group of 18 similarly-sized companies in the consumer technology and software industries. Our pay policies and practices reflect Bumble’s compensation philosophy.



What We Do		What We Don’t Do

✓ Link executive pay to Company performance through our annual and long-term incentive plans		x No single-trigger change-in-control provisions (except for a legacy provision for our CEO)

✓ Balance short- and long-term incentives, cash and equity, and fixed and variable pay		x No guaranteed annual increases or incentive payouts

✓ Compare executive compensation and Company performance to relevant peer group companies		x No repricing of underwater stock options without shareholder approval

✓ Have thresholds and maximums in our short-term incentive plan		x No tax gross-ups

✓ Provide only limited perquisites		x No dividends paid on unvested awards

✓ All long-term awards for executives are denominated and settled in equity		x No aspect of the pay policies or practices pose a material adverse risk to the Company

✓ Robust stockholder engagement		x No compensation or incentives that encourage unnecessary or excessive risk taking

✓ An annual assessment by the Compensation Committee of potential risks in our executive compensation programs		x Hedging or pledging of any of our securities by directors, executive officers or other employees is prohibited

✓ Maintain incentive compensation recoupment (i.e., clawback) policy compliant with the Sarbanes-Oxley Act and Dodd-Frank

✓ Retention of an independent compensation consultant

✓ Appoint a Compensation Committee comprised solely of independent directors


		4		2025 Proxy Statement

Questions and Answers about the

Proxy Materials and the Annual Meeting

Why am I being prov

SEC Form DEF 14A filed by Bumble Inc.