Document

DEF 14A 1 proxystatement2022.htm DEF 14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

GoPro, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 19, 2022

Dear Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of GoPro, Inc., which will be held virtually on Tuesday, June 7, 2022 at 11:30 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2022, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting.

The matters expected to be acted upon at the virtual Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting.

We look forward to your attendance at our virtual Annual Meeting.

Sincerely,

Nicholas Woodman

Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON JUNE 7, 2022 AT 11:30 A.M. (PACIFIC TIME):

THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT

www.proxyvote.com


GOPRO, INC.
3025 Clearview Way
San Mateo, California 94402


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders of GoPro, Inc. will be held virtually on Tuesday, June 7, 2022, at 11:30 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2022, where you will be able to listen to the meeting live, submit questions and vote online.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1. To elect ten directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.


Nicholas Woodman	Peter Gotcher	Alexander Lurie	Frederic Welts
Tyrone Ahmad-Taylor	Shaz Kahng	Susan Lyne	Lauren Zalaznick
	Kenneth Goldman	James Lanzone

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022.

3. To hold an advisory vote on the resolution to approve executive compensation.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Only stockholders of record at the close of business on April 11, 2022 are entitled to notice of, and to vote at, the virtual meeting and any adjournments or postponements thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the virtual meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at our headquarters.

Your vote as a GoPro, Inc. stockholder is very important. Each share of GoPro Class A common stock that you own represents one vote and each share of GoPro Class B common stock that you own represents ten votes. For questions regarding your stock ownership, contact your brokerage firm or other entity that holds your shares or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, by calling (800) 937-5449, by writing to 6201 15th Avenue, Brooklyn, New York 11219 or by e-mailing help@astfinancial.com.

By Order of the Board of Directors,

Nicholas Woodman

Chief Executive Officer

San Mateo, California

April 19, 2022



YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.


GOPRO, INC.
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
Table of Contents


			Page
INFORMATION ABOUT SOLICITATION AND VOTING			1
INTERNET AVAILABILITY OF PROXY MATERIALS			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE			6
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS			16
PROPOSAL NO. 1 ELECTION OF DIRECTORS			18
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30
PROPOSAL NO 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			34
EXECUTIVE OFFICERS			37
COMPENSATION DISCUSSION AND ANALYSIS			39
REPORT OF THE COMPENSATION AND LEADERSHIP COMMITTEE			74
EQUITY COMPENSATION PLAN INFORMATION			75
RELATED PARTY TRANSACTIONS			76
REPORT OF THE AUDIT COMMITTEE			77
ADDITIONAL INFORMATION			78
OTHER MATTERS			79
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP MEASUR ES			A- 1

Table of Contents


GOPRO, INC.
3025 Clearview Way
San Mateo, California 94402

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

April 19, 2022

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the board of directors of GoPro, Inc. (“GoPro”) for use at GoPro’s 2022 Annual Meeting of Stockholders to be held virtually on June 7, 2022, at 11:30 a.m. (Pacific Time) (“Annual Meeting”), and any adjournment or postponement of the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2022, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting (“Proxy Statement”) and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 19, 2022. GoPro’s annual report on Form 10-K for the year ended December 31, 2021 filed on February 11, 2022 (“Annual Report”) will be available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement.

Record Date; Quorum

Only holders of record of our Class A common stock and Class B common stock at the close of business on April 11, 2022, (“Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 130,986,774 shares of Class A common stock and 26,258,546 shares of Class B common stock outstanding and entitled to vote.


Name Primary Occupation	Age	Director Since	Independent	Total Number Of Public Company Directorships	Board Committees Effective as of the Date Of the Annual Meeting AC CLC NGC

Nicholas Woodman Chief Executive Officer and Chairman of the Board GoPro, Inc.	46	2004	NO	1
Tyrone Ahmad-Taylor Vice President, Product Marketing Meta	54	2018	YES	1			•
Kenneth Goldman Lead Independent Director President, Hillspire LLC	72	2013	YES	5	C
Peter Gotcher Chairman Dolby Labs	62	2014	YES	2	•	•
Shaz Kahng Independent Investor	58	2021	YES	1	•
James Lanzone Chief Executive Officer Yahoo, Inc.	51	2018	YES	1		•
Alexander Lurie Chief Executive Officer Momentive.ai	48	2016	YES	2	•
Susan Lyne Managing Partner BBG Ventures	70	2017	YES	2		C	•
Frederic Welts Former President and Chief Operating Officer Golden State Warriors	69	2017	YES	2			•
Lauren Zalaznzick Former Executive Vice President NBC Universal	59	2016	YES	3		•	C


Cash Retainer			$60,000.00
Additional Cash Retainer for Lead Independent Director			$20,000.00
Additional Cash Retainer for chair of audit committee			$25,000.00
Additional Cash Retainer for audit committee member (other than chair)			$12,500.00
Additional Cash Retainer for chair of compensation and leadership committee			$20,000.00
Additional Cash Retainer for compensation and leadership committee member (other than chair)			$10,000.00
Additional Cash Retainer for chair of nominating and governance committee			$20,000.00
Additional Cash Retainer for nominating and governance committee member (other than chair)			$10,000.00


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		Total ($)
Tyrone Ahmad-Taylor	62,500	190,350	(2)	252,850
Kenneth Goldman	100,000	190,350	(2)	290,350
Peter Gotcher	77,500	190,350	(2)	267,850
Shaz Kahng	13,516	375,686	(3)	389,202
James Lanzone	62,500	190,350	(2)	252,850
Alexander Lurie	67,500	190,350	(2)	257,850
Susan Lyne	82,500	190,350	(2)	272,850
Frederic Welts	65,000	190,350	(2)	255,350
Lauren Zalaznick	80,000	190,350	(2)	270,350


	Number of Shares Underlying Outstanding Awards
Name	Option Awards		RSU Awards
Tyrone Ahmad-Taylor	36,338		8,460
Kenneth Goldman	189,325	(1)	8,460
Peter Gotcher	117,608	(2)	8,460
Shaz Khang	—		28,067
James Lanzone	23,175		8,460
Alexander Lurie	105,913		8,460
Susan Lyne	73,736		8,460
Frederic Welts	55,400		8,460
Lauren Zalaznick	93,543		8,460


Fees Billed to GoPro	2021		2020
Audit fees(1)	$	2,635,000	$	2,721,800
Audit-related fees	—		—
Tax fees(2)	25,000		21,900
All other fees(3)	9,500		2,700
Total fees	$	2,669,500	$	2,746,400


	Shares Beneficially Owned
	Class A		Class B		% of Total Voting Power(1)
Name of Beneficial Owner	Shares	%	Shares	%
Directors and Named Executive Officers:
Nicholas Woodman (2)	179,117	*	25,236,070	95.38	63.86
Tyrone Ahmad-Taylor (3)	52,595	*	—	*	*
Kenneth Goldman (4)	241,920	*	95,000	*	*
Peter Gotcher (5)	268,191	*	17,234	*	*
Shaz Kahng (6)	13,528	*	—	*	*
James Lanzone (7)	168,684	*	—	*	*
Alexander Lurie (8)	293,230	*	—	*	*
Susan Lyne (9)	131,482	*	—	*	*
Frederic Welts (10)	179,569	*	—	*	*
Lauren Zalaznick (11)	234,719	*	—	*	*
Brian McGee (12)	426,267	*	—	*	*
Aimee Lapic (13)	103,518	*	—	*	*
Eve Saltman (14)	276,160	*	—	*	*
Dean Jahnke (15)	306,297	*	9,600	*	*
All executive officers and directors as a group (14 persons)(16)	2,875,277	2.17	25,357,904	95.40	64.41
5% Stockholders
Nicholas Woodman and Jill R. Woodman, as Co-Trustees of the Woodman Family Trust under Trust Agreement dated March 11, 2011 (17)	—	*	25,236,070	95.38	63.83
BlackRock, Inc. (18)	11,721,353	8.96	—	*	2.96
The Vanguard Group - 23-1945930 (19)	11,960,453	9.15	—	*	3.03
Prentice Capital Management, LP (20)	7,167,256	5.48	—	*	1.81
FMR LLC (21)	12,494,091	9.55	—	*	3.16


Compensation and Leadership Committee Independence			Our board of directors maintains a compensation and leadership committee comprised solely of independent directors.
Compensation and Leadership Committee Advisor Independence			The compensation and leadership committee engages and retains its own advisors. During 2021, the compensation and leadership committee engaged Compensia, an independent national compensation consulting firm, to assist with its responsibilities.
Annual Compensation Review			The compensation and leadership committee annually reviews our executive compensation philosophy and strategy, including reviewing the composition of our compensation peer group.
Compensation-Related Risk Assessment			We conduct annual evaluations of our compensation programs, policies, and practices, including our ECPs, to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on GoPro.


No Executive Perquisites			We generally do not offer perquisites or other personal benefits to our executive officers, including our Named Executive Officers, or NEOs. Our executive officers, including our NEOs, participate in our health and welfare benefit programs on the same basis as all our employees.
“Double-Trigger” Reasonable Change in Control Arrangements			The change in control post-employment compensation arrangements for our executive officers, including our NEOs, are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of (i) a change in control of our company and (ii) a qualifying termination of employment.
Executive Severance Benefits			The Executive Severance Policy is intended to provide specified payments and benefits to certain executive officers (other than the Chief Executive Officer), and other employees of the Company, in the event of certain terminations of employment not involving a change in control of the Company. In addition, our arrangement with Mr. Woodman provides for the receipt of payments and benefits in the event of a qualifying termination of employment.
Prohibition on Hedging and Pledging			Our management team, including our NEOs, and the members of our board of directors, are prohibited from speculating in our equity securities, including the use of short sales, or any equivalent transaction involving our equity securities and from engaging in any hedging or pledging transactions with respect to our equity securities.
Succession Planning			Our compensation and leadership committee periodically reviews and discusses with our management team the Company’s executive succession planning. Our board of directors reviews the risks associated with our most critical executive positions on an annual basis so that we have an adequate succession strategy, and we have plans in place for these critical positions.
Retirement Programs			Other than our Section 401(k) plan, which is generally available to all U.S. employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our management team, including our NEOs.
Compensation Recoupment Policy			We maintain a compensation recoupment policy applicable to cash incentive-based compensation awards paid to our executive officers. In the event of a material restatement of financial results filed with the SEC, the policy permits our board of directors to seek recovery of all or any portion of the incentive awards paid or awarded to an executive officer who is found to have engaged in fraud or intentional or illegal conduct in excess of the awards that would have been paid or awarded based on the restated financial results.
Stock Ownership Guidelines			We maintain stock ownership guidelines for our Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, other Section 16 Officers and non-employee directors to align their interests with those of our stockholders.


Acushnet Holdings	Fossil Group	Movado Group	Stitch Fix
Axon Enterprise	Gogo	NETGEAR	Universal Electronics
Callaway Golf Company	Groupon	Plantronics (Poly)	Vista Outdoor
Crocs	iRobot	Shutterstock	YETI Holdings
Fitbit	MoneyGram International	Sonos


Restricted Stock Units (RSUs)			$185,000.00


Restricted Stock Units (RSUs)			$185,000.00

SEC Form DEF 14A filed by GoPro Inc.