DEF 14A 1 ny20001960x4_def14a.htm 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. )

Filed by the Registrant ☒

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

SKILLZ 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

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April 1, 2022

Dear Fellow Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Skillz Inc. (the “Company” or “Skillz”) to be held through a virtual web conference at www.virtualshareholdermeeting.com/SKLZ2022 on May 12, 2022, at 10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit questions during the meeting by logging in to the website listed above using your 16-digit control number, which can be found in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are admitted when the meeting starts.

We have included with this letter a proxy statement that provides you with detailed information about the Annual Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Skillz from documents we have filed with the Securities and Exchange Commission (the “SEC”).

We are delivering our proxy statement pursuant to the SEC rules that allow companies to furnish proxy materials to their stockholders over the Internet. We believe that this delivery method expedites stockholders’ receipt of proxy materials and lowers the cost and environmental impact of our Annual Meeting. On or about April 1, 2022, we will mail to our stockholders a notice containing instructions on how to access our proxy materials. In addition, the notice includes instructions on how you can receive a paper copy of our proxy materials.

You are being asked at the Annual Meeting to vote on the following matters:

1.	Elect directors named in this proxy statement to serve on the Board of Directors;

2.	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.	Provide an advisory vote to approve the Company’s executive compensation;

4.	Provide an advisory vote to approve the frequency of future advisory votes on the Company’s executive compensation;

5.	Proposal to increase the number of directors under our Third Amended and Restated Certificate of Incorporation; and

6.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

We encourage you to vote your shares prior to the Annual Meeting. You may vote your shares through one of the methods described in the enclosed proxy statement. We strongly urge you to read the accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and in accordance with the recommendations of the Board of Directors on the other proposals by following the voting instructions contained in the proxy statement.

Sincerely,

Andrew Paradise

Chief Executive Officer and Chairman of the Board of Directors

This proxy statement is dated April 1, 2022 and is first being made available to stockholders on April 1, 2022.

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P.O. Box 445

San Francisco, California 94104

NOTICE OF 2022 ANNUAL MEETING

OF STOCKHOLDERS

To Be Held on May 12, 2022

The Annual Meeting of Stockholders of Skillz Inc. (the “Company”, “Skillz”, “we”, “our”, or “us”) will be held on Wednesday, May 12, 2022, at 10:00 a.m. Pacific Time, through a virtual web conference. Online check-in will be available beginning at 9:30 a.m. Pacific Time. Please allow ample time for the online check-in process. The items of business are:

Date:

May 12, 2022

Time:

10 a.m. Pacific Time

(1 p.m. Eastern Time)

Election of the directors proposed by Skillz’s Board of Directors for a term of one year, as set forth in this Proxy Statement;

Record

Date:

March 15, 2022

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

Virtual

Meeting

Site:

www.virtualshareholder

meeting.com/SKLZ2022

A non-binding advisory vote on the Company’s executive compensation;

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE THAT YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. THIS WILL NOT LIMIT YOUR RIGHTS TO ATTEND OR VOTE AT THE ANNUAL MEETING.

A non-binding advisory vote on the frequency of the Company’s advisory vote the Company's on executive compensation;

Proposal to increase the number of directors under our Third Amended and Restated Certificate of Incorporation; and

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

Our Board of Directors has fixed the close of business on March 15, 2022 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. To participate in the Annual Meeting, you will need your 16-digit control number, which can be found in your Notice of Internet Availability of the Proxy Materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials.

By Order of the Board of Directors,

Charlotte Edelman

General Counsel and Corporate Secretary

Date: April 1, 2022

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON MAY 12, 2022.

We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise. Websites throughout this Proxy Statement are provided for reference only. Websites referred to herein are not incorporated by reference into this Proxy Statement.

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Table of Contents

ELECTION OF DIRECTORS (PROPOSAL NO. 1)			1
DIRECTORS AND MANAGEMENT			2
Director Biographical Information			2
Executive Officers of the Company			7
CORPORATE GOVERNANCE			8
Structure of the Board			8
Criteria for Selection of Directors			8
Committees of the Board			8
Board and Committee Self-Evaluations			9
Controlled Company Exemption			10
Independence of Directors			10
Board’s Role in Risk Oversight			10
Other Board Information			11
Recommendation of Directors by Stockholders			12
Director Compensation Program			13
2021 Director Compensation Table			13
Security Ownership of Certain Beneficial Owners, Directors and Management			14
Delinquent Section 16(a) Reports			15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			16
EXECUTIVE COMPENSATION			17
Report of the Compensation Committee			17
Compensation Discussion and Analysis			18
2021 Summary Compensation Table and Related Narrative			29
2021 Grants of Plan-Based Awards			31
Outstanding Equity Awards at 2021 Fiscal Year-End			32
Stock Option Exercises and Stock Vested			34
Pension Benefits			34
Non-Qualified Deferred Compensation			34
Potential Payments upon Termination			34
Equity Compensation Plan Information			36
AUDIT COMMITTEE REPORT			38
FEES OF INDEPENDENT ACCOUNTANTS			39
Pre-Approval Policies and Procedures			39
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2)			40
NON-BINDING VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL NO. 3)			41
NON-BINDING VOTE ON THE FREQUENCY OF THE NON-BINDING VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION (PROPOSAL NO. 4)			42
PROPOSAL TO APPROVE AND ADOPT AN AMENDMENT TO THE COMPANY’S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE SIZE OF THE BOARD OF DIRECTORS (PROPOSAL NO. 5)			43
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			45
STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS			48
OTHER MATTERS			48
ANNEX A: PROPOSED AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKILLZ INC.			49

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ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board of Directors (the “Board”) has nominated the eight individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2023 or until their successors, if any, are elected or appointed. Our Third Amended and Restated Certificate of Incorporation (“Charter”) and Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

On February 17, 2022 the Board approved, subject to stockholder approval, the increase of the number of directors that shall constitute the whole Board to nine (9) from seven (7). The Board believes an increase in its size will provide the opportunity to add up to two additional directors with demonstrated experience and expertise relevant to our business, operations, and industry. The Board has nominated Ms. Shari Glazer to fill one of these directorships.

The election of Ms. Glazer as a director in this Proposal No. 1 is contingent on the affirmative approval of Proposal No. 5 to increase the number of directors to nine (9) from seven (7). If the requisite vote to approve Proposal No. 5 is not obtained, Ms. Glazer’s nomination will be void. The election of each of the other seven nominees is not subject to the approval of any other proposal in this proxy statement.

If Proposal No. 5 is approved, there will be a vacancy on the Board. The Board has not yet determined who the remaining additional director, if any, will be if the increase is approved. The Nominating Committee will continue to search for a qualified candidate to fill the vacancy. Proxies cannot be voted for a greater number of persons than the number of nominees named.

All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by the Board. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.

Andrew Paradise

Chief Executive Officer and Chairman of the Board

Jerry Bruckheimer

Director

Casey Chafkin

Chief Revenue Officer and Director

Christopher S. Gaffney

Independent Director

Shari Glazer¹

Independent Director

Vandana Mehta-Krantz

Independent Director

Harry E. Sloan

Independent Director

Kent Wakeford

Independent Director

“C” = Chair of Committee

“X” = Member of Committee

Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

1	The election of Ms. Glazer is contingent on the approval of Proposal No. 5 increasing the number of directors to nine from seven.

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DIRECTORS AND MANAGEMENT

Director Biographical Information

The names of our directors, certain biographical information about our directors, and the experiences, qualifications, attributes or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of March 15, 2022.

ANDREW PARADISE

Chief Executive Officer and Chairman of the Board

Age: 39

Board Committees:

• Nominating and Corporate Governance Committee (Chair)

Mr. Paradise is the Chief Executive Officer, Chairman of the Board and founder of Skillz. Since its founding in 2012, Mr. Paradise has grown Skillz into a leading mobile games platform for fair, fun, and meaningful competition, backed by leading venture capitalists, media companies, and professional sports leagues and franchises. Mr. Paradise is a thought leader, inventor, and serial entrepreneur with a successful track record. Prior to Skillz, Mr. Paradise founded AisleBuyer, which was best known for pioneering mobile self-checkout prior to its sale to Intuit (NASDAQ: INTU) in 2012. Mr. Paradise has been the founding inventor behind companies in different technology sectors ranging from eCommerce to image recognition to HR technology. He is a regular contributor to Forbes and has been featured in outlets such as The Wall Street Journal, BBC, Bloomberg, Fast Company, CNBC and was named to the San Francisco Business Times’ 40 Under 40 Class of 2018. Mr. Paradise’s industry experience, leadership abilities and strategic insight make him a valued member of the Board.

JERRY BRUCKHEIMER

Director

Age: 78

Board Committees:

• None

Mr. Bruckheimer has been a director of Skillz since February 2021. Mr. Bruckheimer has more than 40 years of experience as a film and television producer and a deep track record of success across the entertainment spectrum. One of the most successful film and television producers of all time, Mr. Bruckheimer’s productions include the “Pirates of the Caribbean,” “National Treasure,” “Bad Boys,” and “Beverly Hills Cop” franchises, “Black Hawk Down,” “Pearl Harbor,” “Remember the Titans,” “Armageddon,” “The Rock,” “Crimson Tide,” “Top Gun” and “Flashdance.” Mr. Bruckheimer also produced “CSI: Crime Scene Investigation”, “Without a Trace,” “Cold Case,” and “The Amazing Race.” Mr. Bruckheimer is also the producer of “Lucifer” on Netflix, and “High Town,” which was recently renewed by Starz. His films collectively have grossed more than $18 billion. Mr. Bruckheimer is the founder and chief executive officer of each of Jerry Bruckheimer, Inc., Jerry Bruckheimer Television, Inc. and Film Visions, Inc. He is also the co-founder of and an investor in the National Hockey League franchise Seattle Kraken. Since 2007, Mr. Bruckheimer served on the board of directors for privately-held ZeniMax, which was acquired by Microsoft in 2020 for $7.5 billion. Mr. Bruckheimer’s longstanding experience in the entertainment industry coupled with his experience as a director of a successful interactive gaming company make him a valued member of the Board.

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CASEY CHAFKIN

Chief Revenue Officer and Director

Age: 37

Board Committees:

• Nominating and Corporate Governance Committee

Mr. Chafkin is the Chief Revenue Officer, Director and co-founder of Skillz. Since its founding in 2012, Mr. Chafkin has grown Skillz into the leading mobile games platform for fair, fun and meaningful competition, backed by leading venture capitalists, media companies, and professional sports leagues and franchises. Prior to Skillz, Mr. Chafkin was the VP of Business Development for AisleBuyer (now Intuit GoPayment) from 2010 to 2012. He is an expert in mobile payments and performance marketing. Mr. Chafkin received his B.S. in economics from Duke University and his MBA from Harvard Business School. As a leader, entrepreneur, and co-founder, Mr. Chafkin has been featured in outlets such as CNBC, VentureBeat, and Silicon Valley Business Journal. Mr. Chafkin’s leadership and business experience, along with his experience in the industry make him a valued member of the Board.

CHRISTOPHER S. GAFFNEY

Director

Age: 58

Board Committees:

• Audit Committee

Mr. Gaffney has been an independent director of Skillz since March 2021. Mr. Gaffney co-founded Great Hill Partners, a private equity firm, in 1998 and serves as a Managing Partner. Over the course of his more than 30 year career in private equity, Mr. Gaffney has served on 45 boards and participated in over 50 acquisitions. Mr. Gaffney currently serves on the boards of directors of the following private companies: Terminus (a sales orchestration software provider), Varicent Software Inc. (a sales performance management software company), Intapp, Inc. (a professional services firm management software company), Enterprise DB (a provider of open-source database software), G/O Media, Inc. (a digital media company), Ikon Science (an oil and gas software company), Mission (an AWS Premier Consulting Partner and Managed Cloud Service Provider), Evolve IP (a cloud solutions provider), Paradox (an HR artificial intelligence company) and Locus Robotics (a robotic process automation company). He also serves on the board of Special Olympics of Massachusetts. Mr. Gaffney earned a B.S. in economics and accounting from Boston College. Mr. Gaffney’s acquisition experience, board experience and experience in technology companies make him a valued member of the Board.

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SHARI GLAZER

Director

Age: 51

Board Committees:

• None

Ms. Glazer is Chief Executive Officer of Kahlo Labs (a digital assets and blockchain platform for global brands), Founder of US DIGITAL Trust (which manages a diverse portfolio of private investments across the digital assets industry) and is a globally-recognized philanthropist and co-founder of the Edward and Shari Glazer Charitable Trust. Ms. Glazer is a Founding Member of the Vogue 100, and currently sits on the Board of Trustees for MOCA, Board of Overseers at Hoover Institution, Stanford University, and is a member of the LACMA Collectors Committee and North American Acquisitions Committee for Tate Americas. The daughter of an entrepreneur, she is the Founder of Couture Colour, a line of hair care products. The Glazer family owns the Tampa Bay Buccaneers and Manchester United. Ms. Glazer holds a Bachelor of Arts degree from UC Berkeley. In 2011, Ms. Glazer and her husband launched the Best Friend Bears, a program that donates teddy bears to young patients upon check-in at UCLA Mattel Children’s Hospital and Cedars-Sinai Hospital. In 2018, Ms. Glazer opened the Shari and Ed Glazer Center for Entrepreneurship and Innovation (CEI). The center is designed to enhance collaboration and experiential learning and serves as an academic hub and idea incubator. Ms. Glazer’s entrepreneurial experience makes her a valued member of the Board.

VANDANA MEHTA-KRANTZ

Director

Age: 54

Board Committees:

• Audit Committee (Chair)

• Compensation Committee

Ms. Mehta-Krantz has been an independent director of Skillz since 2020 and has over 25 years of experience in finance leadership roles at multiple world-class organizations. Vanna qualified for the Chartered Accountancy designation in Canada in 1990 and the Chartered Financial Analyst designation in 1997. Ms. Mehta-Krantz currently serves as the Chief Financial Officer of Passport Labs, Inc., a transportation software and payments company, since August 2021. Prior to Passport, Ms. Mehta-Krantz served as Chief Financial Officer of Masterclass (Yanka Industries, Inc.), an e-learning streaming platform, from December 2020 to September 2021. From 2017 to 2020, Ms. Mehta-Krantz was the Chief Financial Officer of Disney Streaming Services during the preparation and successful launch of the highly anticipated Disney+ video streaming business. In that role, Ms. Mehta-Krantz was responsible for scaling the technology and business functions globally, implementing the systems and processes to handle the new business line, planning and forecasting subscriber counts and financial results by country, as well as developing and publishing the operating metrics to run the business. Ms. Mehta-Krantz was also the Chief Financial Officer and a board member for Bamtech Media, which launched ESPN+ from 2017 to 2020. Bamtech Media is an entity owned by Major League Baseball, National Hockey League, and The Walt Disney Company. In this role, she was responsible for establishing the accounting policies, the internal control environment and the audited financial statements, in addition to the financial operational duties for the sports video streaming business. Previously, she held three different divisional Chief Financial Officer roles at Thomson Reuters from 2007-2016 including the Chief Financial Officer of Reuters Media, the Chief Financial Officer of Institutional Equities and the Chief Financial Officer of Wealth Management division. Prior to 2007, Ms. Mehta-Krantz held positions at Pricewaterhousecoopers, Merrill Lynch, Morgan Stanley and Credit Suisse. Ms. Mehta-Krantz received a bachelor of mathematics from the University of Waterloo in Canada. Ms. Mehta-Krantz’s leadership experience in finance and accounting make her a valued member of the Board.

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HARRY E. SLOAN

Director

Age: 72

Board Committees:

• None

Mr. Sloan has been a director of Skillz since 2020 and an independent director since 2021. He is a founder, public company CEO and a leading investor in the media, entertainment and technology industries. Mr. Sloan is the Chairman and CEO of Eagle Equity Partners II, LLC (“Eagle Equity”). Under Mr. Sloan’s leadership, Eagle Equity has acquired and taken public, through SPACs, several digital media companies including, during 2020, DraftKings and Skillz. Mr. Sloan has been at the forefront and evolution of the video gaming industry as one of the founding investors and a Board Member of Zenimax/Bethesda Game Studios, the award-winning studio acquired by Microsoft in March 2021. After delivering two of the most successful SPAC business combinations to date, Mr. Sloan currently serves as Co-Founder, Chief Executive Officer and Chairman of Soaring Eagle Acquisition Corp. (Nasdaq: SRNGU), which IPOed at $1.725 billion in February 2021 and three months later announced a merger with Boston-based Ginkgo Bioworks Inc. in a deal valued at $17.5 billion. In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp., with a closing of its initial public offering of 75,000,000 units, at a price of $10 per unit, making it the largest IPO of a public acquisition vehicle since March 2021. Mr. Sloan currently serves as Chairman of Screaming Eagle.

Mr. Sloan spent his entire career at the cutting edge of the media industry. In 1983, he raised $2 million and purchased New World Entertainment, serving as Co-Chairman until 1985 when New World went public and subsequently was sold to Ronald Perelman for $270 million in 1989. Moving internationally, Mr. Sloan was one of the first to recognize the potential of European private broadcasting in the early 1990s. With a personal investment of $5 million, he formed SBS Broadcasting, S.A. by acquiring a single TV station in Copenhagen. Over the next decade, he built SBS into a leading broadcaster in Europe, with 16 television stations, 21 premium pay channels and 11 radio networks, reaching 100 million people in nine countries. Sloan took SBS public and later sold SBS to KKR in October of 2005 for $2.6 billion. Following New World and SBS, in 2005, Mr. Sloan became the Chairman and CEO of MGM Studios and repositioned the studio for the digital age. At MGM, he rebuilt all its business operations and launched new channels around the globe while reviving the James Bond, Pink Panther and Rocky movie franchises. Mr. Sloan was also one of the founding investors of Lionsgate Films in 1999 and served as the public company’s Non-Executive Chairman from 2004-2005, leaving to run MGM. He began his career as lobbyist for the Screen Actors Guild before starting his own entertainment law firm in Los Angeles.

Mr. Sloan is an Associate Professor at the UCLA Anderson School of Management, where he has taught an MBA course called “Entertainment Business Models” for eight years, and serves on the Board of Visitors of UCLA Anderson and the Board of the UCLA School of Theatre, Film and Television (TFT). In 1987, Mr. Sloan was appointed by President Ronald Reagan to the President's Advisory Council on Trade and Policy Negotiations (ACTPN). He was a longtime friend and National Entertainment Chair for John McCain’s (2008) Presidential campaign and a California financial chair for the Mitt Romney Presidential campaign (2012). Mr. Sloan now works with Cindy McCain as a Trustee of The McCain Institute, and has since its founding. Mr. Sloan received his B.A. from UCLA and J.D. from Loyola Law School. Mr. Sloan’s leadership experience, industry experience and experience with special purpose acquisition companies make him a valued member of the Board.

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KENT WAKEFORD

Director

Age: 53

Board Committees:

• Audit Committee

• Compensation Committee (Chair)

• Nominating and Corporate Governance Committee

Mr. Wakeford has been an independent director of Skillz since 2020 and has more than 20 years of experience in the technology, digital media, ad tech, gaming and esports industries. Mr. Wakeford has co-founded multiple companies, including Gen.G Esports, tvScientific, Colossal Inc., Integral Ad Science, and Rally Networks. Mr. Wakeford currently serves as Co-Founder and Chief Operating Officer of Colossal Inc. since 2021, Co-Founder and Board Member of tvScientific since 2017 and Co-Founder and Vice Chairman of the Board of Gen.G Esports since 2017. He has extensive experience in the game industry having served as Chief Operating Officer of Kabam, where he helped grow Kabam to a globally diverse game company with over 1,000 employees in seven countries. Kabam games were played by over 500 million people around the world and generated over a billion dollars in revenue. Mr. Wakeford helped lead the sale of Kabam to Netmarble Games for $800 million. Mr. Wakeford is a co-inventor on over 80 issued patents in the game industry and a prolific industry spokesperson featured in Bloomberg, CNBC, The Wall Street Journal, Los Angeles Times, and ESPN. Mr. Wakeford currently holds board positions at Gen.G Esports and tvScientific. Mr. Wakeford received an undergraduate degree from the University of California, Los Angeles and a Juris Doctorate from the University of Southern California. Mr. Wakeford’s leadership experience and industry experience make him a valued member of the Board.

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Executive Officers of the Company (as of March 15, 2022)

VATSAL BHARDWAJ

Chief Product Officer

Age: 41

Mr. Bhardwaj joined the Company in October 2021 in the position of Chief Product Officer. He leads the product and technology teams, and is responsible for driving the creation of new services and products from concept, development, and go-to-market. Prior to joining the Company, Mr. Bhardwaj served as General Manager and Director of Game Tech for Amazon Web Services, Inc., an on-demand cloud computing platform for individuals, companies, and governments, since 2018. Prior to Amazon Web Services, Mr. Bhardwaj served as Head of Product for various business units at Facebook, Inc., a social media platform, from 2015 to 2018. Mr. Bhardwaj holds an MBA from the Massachusetts Institute of Technology, a Master’s degree in Electrical and Computer Engineering from Duke University, and a Bachelor of Computer Engineering degree from Gujarat University in Ahmedabad, Gujarat, India.

CHARLOTTE EDELMAN

General Counsel and Corporate Secretary

Age: 50

Ms. Edelman joined the Company in July 2020 in the position of Vice President of Legal and Corporate Secretary. In March 2022, she was promoted to Genereal Counsel and Corporate Secretary. She acts as chief counsel, overseeing all legal and regulatory matters affecting the Company. Prior to joining the Company, Ms. Edelman served as a member of the New York law firm Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. for more than 20 years, advising companies on mergers and acquisitions, venture capital and private equity investments, and joint ventures across a range of industries. Ms. Edelman earned her Juris Doctor from the Boston University School of Law, and has a Bachelor’s degree from Skidmore College.

DORIS FRITZ-BIANCHI

Head of People

Age: 58

Ms. Fritz-Bianchi joined the Company in August 2021 in the position of Head of People. She serves as the chief human resources executive at the Company, overseeing all human resources and recruiting-related matters, including compensation and benefits. Prior to joining the Company, Ms. Fritz-Bianchi served in various executive roles at eBay, Inc., a multinational e-commerce corporation since 2013, including the Global Head of People, at its subsidiary StubHub, a ticket exchange and resale company, following its divestment from eBay in 2020. Ms. Fritz-Bianchi has a Bachelor’s degree from the State University of New York at Geneseo.

IAN LEE

Chief Financial Officer

Age: 45

Mr. Lee joined the Company in June 2021 in the position of Chief Financial Officer. Prior to joining the Company, Mr. Lee served as Head of Investor Relations at Airbnb, Inc., a global marketplace where hosts offer guests stays and experiences on its platform, since 2019. Prior to Airbnb, Mr. Lee served as Vice President, Investor Relations at Atlassian Corporation Plc, a leading provider of team collaboration and productivity software, from 2015 to 2019. Mr. Lee earned his Masters in Business Administration from The Wharton School at the University of Pennsylvania, and has a Bachelor’s degree from Auckland University of Technology.

STANLEY MBUGUA

Chief Accounting Officer

Age: 51

Mr. Mbugua joined the Company in September 2021 in the position of Chief Accounting Officer. Prior to joining the Company, Mr. Mbugua served as Group Vice President and Chief Accounting Officer of Rimini Street, a software company delivering third-party enterprise software support for Oracle, SAP, JD Edwards, PeopleSoft, Siebel, and other applications, since 2017. Prior to Rimini Street, Mr. Mbugua served as Senior Director and Corporate Controller at Lattice Semiconductor, a manufacturer of high-performance programmable logic devices, from 2015 to 2017. Mr. Mbugua is a Certified Public Accountant and has a Bachelor’s degree from the University of Nairobi.

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CORPORATE GOVERNANCE

Structure of the Board

Our business and affairs are managed under the direction of our Board. Our directors have been elected to serve a term ending at the Annual Meeting. Pursuant to our Charter, the number of our directors will generally be determined from time to time by resolution of the Board and currently may not exceed seven members unless approved in accordance with the Charter. Our Board currently consists of seven persons.

Criteria for Selection of Directors

The Nominating Committee is responsible for identifying individuals that are qualified to become members of the Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Pursuant to our Corporate Governance Guidelines, the Nominating Committee may take into account many factors and seek individuals with backgrounds and qualities that, when combined with those of the Company’s incumbent directors, provide a blend of skills and experience to further enhance the effectiveness of the Board. Consideration will be given to individual qualifications, including, but not limited to: relevant career experience; strength of character; judgment; familiarity with the Company’s business and industry; independence of thought; ability to work collegially; diversity of background and perspective, for example, with respect to age, gender, race, ethnicity, place of residence, specialized experience and global perspective; and all other factors deemed appropriate. Such other factors may include, but are not limited to: existing commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations; corporate governance background; financial and accounting background; executive compensation background; relevant industry experience and technical skills; and the size, composition and combined expertise of the existing Board.

Committees of the Board

The standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Nominating Committee. The Board may from time to time establish other committees.

Skillz’s Chief Executive Officer and other executive officers regularly report to the non-executive directors and the Audit Committee, the Compensation Committee and the Nominating Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The charters of the Audit Committee, the Compensation Committee and the Nominating Committee are available on our website at https://investors.skillz.com. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement.

Audit Committee

Our Audit Committee consists of Ms. Mehta-Krantz (Chair), Messrs. Gaffney and Wakeford. Each member of the Audit Committee qualifies as an independent director under the New York Stock Exchange (the “NYSE”) corporate governance standards applicable to audit committee members and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Mehta-Krantz qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the NYSE. The primary purpose of the Audit Committee is to assist the Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) Skillz’s independent registered public accounting firm’s qualifications, independence and performance, (4) the performance of Skillz’s internal audit function, and (5) to prepare the audit committee report required by the SEC to be included in Skillz’s proxy statement.

Compensation Committee

The Compensation Committee consists of Mr. Wakeford (Chair), and Ms. Mehta-Krantz, each of whom qualifies as (i) an “independent director” under the New York Stock Exchange Listing Rules (ii) an “outside director” under Section 162(m) of the Internal Revenue Code (the “Code”) and (iii) “non-employee directors” as defined pursuant to Rule 16b-3 of the Exchange Act. The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to (1) setting Skillz’s compensation program and compensation of its executive officers and directors, (2) monitoring Skillz’s incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in Skillz’s proxy statement under the rules and regulations of the SEC.

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The Compensation Committee also has the authority, in its sole discretion, to select and retain any compensation consultant to be used by the Company to assist with the execution of the Compensation Committee’s duties and responsibilities, or to engage independent counsel or other advisors as it deems necessary or appropriate to carry out its duties. For a portion of 2021, the Compensation Committee engaged Compensia, Inc. (“Compsensia”), a national compensation consulting firm, as an independent compensation consultant in the last fiscal year to assist with advice on executive compensation, director compensation, and incentive plan design. Compensia did not provide any other material services (separate from consulting advice provided to the Compensation Committee) in 2021. In addition, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national compensation consulting firm, as an independent compensation consultant in the last fiscal year to assist with advice on executive compensation, director compensation, and incentive plan design. In addition to the services provided to the Compensation Committee, Pearl Meyer provided consulting advice to the Special Committee of the Board on CEO Equity Compensation in 2021, as further described herein.

Compensation Committee Interlocks and Insider Participation: NONE

No member of the Compensation Committee was at any time during fiscal year 2021, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our Board or member of our Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating Committee consists of Messrs. Paradise (Chair), Chafkin and Wakeford. Mr. Wakeford is a non-employee director and is independent as defined in the listing standards of the NYSE. Messrs Paradise and Chafkin are employee directors and are not independent. The Company is availing itself of the “controlled company” exception with respect to the requirement that the Nominating Committee be composed of entirely independent directors. See “Corporate Governance—Controlled Company Exemption” for more information. The primary purpose of the Nominating Committee is to assist the Board in discharging its responsibilities relating to (1) identifying individuals qualified to become new Board members, consistent with criteria approved by the Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, (3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the Board corporate governance principles applicable to Skillz and (5) overseeing the evaluation of the Board and management.

2021 Special Committee on CEO Compensation

As described further herein under the heading “Executive Compensation; Compensation Discussion and Analysis; 2021 CEO Performance Equity Award,” in September 2021, the Company announced a new multi-year performance stock unit grant for Skillz Founder and Chief Executive Officer Mr. Paradise, based on his achievement of milestones related to the future market capitalization of Skillz. In contemplation of the new grant and in light of Mr. Paradise’s controlling interest in the Company, the Board formed a special committee comprised solely of independent directors (the “Special Committee”). The Special Committee was advised by an independent compensation consultant, Pearl Meyer & Partners LLC, and independent legal counsel, Sullivan & Cromwell LLP; the relationships between each of these advisors and the Company were reviewed by the Special Committee and the Special Committee determined that no conflict of interest existed with respect to each advisor.

Board and Committee Self-Evaluations

At Skillz, we are strong believers in continuous improvement. To that end, our Board utilizes a comprehensive, multi-part process for its ongoing self-evaluation to ensure that the Board is operating effectively and that its processes reflect best practices. Our Board believes that this process supports continuous improvement and provides opportunities to strengthen Board and committee effectiveness.

Each year, the Company’s Nominating and Corporate Governance Committee oversees the evaluation process to ensure that the full Board and each committee conduct an assessment of their performance and solicit feedback for enhancement and improvement. The Board conducts an annual self-evaluation to review the effectiveness of the Board and its committees, led by our independent directors. In this comprehensive review, the self-evaluation focuses on:

•	The composition of the Board, including the size, mix of skills and experience and director nomination practices;

•	The promotion of rigorous decision making by the Board and its committees;

•	The effectiveness of the Board and committee evaluation processes;

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•	The overall functioning of the Board and its committees;

•	The quality and scope of the materials distributed in advance of meetings; and

•	The Board’s access to Company executives and operations.

Each committee also performs a self-evaluation on an annual basis, which is held in executive session for the Audit and Compensation Committees and led by the committees’ respective chairs. The chairs of the Audit and Compensation Committee share insights from their self-evaluations with the full Board and management. Self-evaluation items requiring follow-up and execution are monitored on an ongoing basis by the Board, each of the committees, and by management. While this formal self-evaluation is conducted on an annual basis, the evaluation process is an ongoing process throughout the year, with the Chairman consistently soliciting feedback from independent directors on the functioning of the Board.

Controlled Company Exemption

Our Chief Executive Officer and Chairman of the Board, Mr. Paradise, beneficially owns 100% of the Company’s Class B common stock and controls a majority of the voting power of all outstanding capital stock. As a result, the Board has determined Skillz is a “controlled company” within the meaning of corporate governance standards of the NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Skillz has elected to take advantage of the exemptions pertaining to the independence of the Nominating Committee. If Skillz ceases to be a “controlled company” and its shares continue to be listed on the NYSE, we will be required to comply with all applicable NYSE corporate governance standards and, depending on the Board’s independence determination with respect to its then-current directors, Skillz may be required to add additional directors to its Board in order to achieve such compliance within the applicable transition periods.

Independence of Directors

NYSE rules generally require that independent directors must comprise a majority of a listed company’s board of directors. As a controlled company, we are exempt from such requirements. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In addition to considering the NYSE independence criteria, the Board will consider all relevant facts and circumstances of which it is aware in making an independence determination with respect to any director. The Board has made director independence determinations with respect to each of our current directors and our director nominee. Based on the NYSE independence guidelines, the Board has affirmatively determined that (i) Messrs. Gaffney, Sloan and Wakeford and Mses. Glazer and Mehta-Krantz, representing five of Skillz’s eight directors nominees, (A) have no relationships or only immaterial relationships with us, (B) meet the NYSE independence guidelines with respect to any such relationships and (c) are independent; and (ii) Messrs. Paradise, Chafkin and Bruckheimer are not independent. Mr. Paradise is our Chief Executive Officer, Mr. Chafkin is our Chief Revenue Officer and Mr. Bruckheimer is party to a consulting agreement with the Company. See “Certain Relations and Related Party Transactions - Bruckheimer Consulting Agreement.”

Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Compensation Committee and the Nominating Committee, each of which addresses risks specific to its respective areas of oversight. In particular, as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk taking. Our Nominating Committee provides oversight with respect to governance-related risks and monitors the effectiveness of our corporate governance guidelines.

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Other Board Information

Leadership Structure of the Board

We believe that the structure of our Board and its committees provides strong overall management of our Company. In accordance with our Corporate Governance Guidelines, our Board does not currently have a policy as to whether the offices of the Chair of the Board and Chief Executive Officer should be separate. Our Board, in consultation with our Nominating Committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership. Pursuant to our Corporate Governance Guidelines, from time to time, our Board may determine that it should have a Lead Independent Director who may perform such additional duties as our Board may otherwise determine and delegate. Our Nominating Committee will periodically consider our Board’s leadership structure and make recommendations to change the structure as it deems appropriate.

Currently, Mr. Paradise serves as our Chief Executive Officer and Chairman of the Board and we do not have a Lead Independent Director. As a founder of our Company, Mr. Paradise is best positioned to identify strategic priorities, lead critical discussion and execute our business plans. The Board believes that this overall structure meets the current corporate governance needs and oversight responsibilities of the Board. Moreover, the Board believes that the independent directors, who comprise a majority of the Board, provide effective oversight of management.

Director Attendance at Board Meetings and Annual Meeting of Stockholders

In 2021, the Board held 8 meetings and its committees (including the Special Committee) collectively met 27 times. The Board and the Nominating Committee recognize the importance of director attendance at Board and committee meetings. In 2021:

•	Overall attendance at Board and committee meetings was over 97%; and

•	Attendance was at least 75% for each director.

In addition, each of the directors serving on the Board at the time of the Skillz’s 2021 Annual Meeting of Stockholders attended the meeting. Skillz’s has no formal policy on director attendance at annual meetings of stockholders, but members of the Board are strongly encouraged to attend annual meetings of stockholders.

Meetings of Non-Employee Directors

In accordance with our Corporate Governance Guidelines and the listing standards of the NYSE, our non-employee directors meet regularly in executive sessions of the Board without management present. Historically, Mr. Wakeford has presided over these executive sessions. Additionally, executive sessions of the non-management directors are led by the Chairs of the Compensation and Audit Committees, respectively, at least once per year.

Code of Ethics and Conduct

We have adopted a Code of Ethics and Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at https://investors.skillz.com. The information on, or otherwise accessible through, our website does not constitute a part of this proxy statement. To the extent required by law, we expect to disclose any amendments to the code, or any waivers of its requirements, on our website.

Corporate Governance Guidelines

Our Board adheres to governance principles designed to ensure the continued vitality of the Board and excellence in the execution of its duties. The Board has had in place a set of corporate governance guidelines reflecting these principles, including the Board’s policy of requiring a majority of the Board to be comprised of independent directors (except as otherwise permitted by NYSE rules), the importance of stock ownership by the Board to align the interests of directors and stockholders, and access by the Board to Company management and independent advisors. These guidelines are available on our website at https://investors.skillz.com.

Communications to the Board

Stockholders and interested parties can contact the Board (including the Chairman of the Board and non-employee directors) through email at nonmanagement-directors@skillz.com or through written communication sent to Skillz Inc., P.O. Box 445, San Francisco, California 94104, Attention: Charlotte Edelman, General Counsel and Corporate Secretary. Our Corporate Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that is

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directed to the Board or that, in the opinion of the Corporate Secretary, deals with the functions of the Board or Board committees or that she otherwise determines requires the Board’s or any Board committee’s attention. Concerns relating to accounting, internal accounting controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stockholders may communicate with the Board. Any such changes will be reflected in our Corporate Governance Guidelines, which are posted on our website at https://investors.skillz.com. To the extent required by law, we expect to disclose any amendments to the code, or any waivers of its requirements, on our website.

Communications of a confidential nature can be made directly to our non-employee directors or the Chair of the Audit Committee regarding any matter, including any accounting, internal accounting control or auditing matter, by submitting such concerns to the Audit Committee. Any submissions to the Audit Committee should be marked confidential and addressed to the Chair of the Audit Committee, c/o Skillz Inc., P.O. Box 445, San Francisco, California 94104.

Recommendation of Directors by Stockholders

In accordance with its charter, the Nominating Committee will consider candidates for election as a director of the Company that are recommended by any stockholder, provided that the recommending stockholder follows the procedures set forth in Section 1.10 of the Bylaws for nominations by stockholders of persons to serve as directors. The Nominating Committee evaluates such candidates in the same manner by which it evaluates other director candidates considered by the Nominating Committee, as described above.

Pursuant to Section 1.10 of the Bylaws, nominations of persons for election to the Board at a meeting of stockholders may be made by any stockholder of the Company entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Secretary. To be timely, a stockholder’s notice must be delivered to, or mailed and received by, our Secretary at the Company’s principal executive offices not less than 90 nor more than 120 days before the first anniversary of the preceding year’s annual meeting; provided however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which public disclosure of the date of such annual meeting is first made.

The stockholder’s notice or recommendation is required to contain certain prescribed information about each person whom the stockholder proposes to recommend for election as a director, the stockholder giving notice and the beneficial owner, if any, on whose behalf notice is given. The stockholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director if elected. Recommendations or notices relating to director nominations should be sent to Skillz Inc., P.O. Box 445, San Francisco, California 94104, Attention: Charlotte Edelman, General Counsel and Corporate Secretary. See “Stockholder Proposals for 2023 Annual Meeting of Stockholders.” In addition, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than Skillz’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 days before the first anniversary of the preceding year’s annual meeting.

A copy of our Bylaws has been filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on December 21, 2020.

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Director Compensation Program

The Skillz non-employee director compensation program is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Skillz stock to further align their interests with those of our stockholders. In 2021, our non-employee director compensation program provided the following compensation components:

•	An annual cash retainer of $40,000;

•	An annual cash retainer of $20,000 for the chair of the Audit Committee, $15,000 for the chair of the Compensation Committee and $9,000 for the chair of the Nominating Committee;

•	An annual cash retainer of $10,000 for members of the Audit Committee, $7,500 for members of the Compensation Committee and $4,500 for members of the Nominating Committee;

•	An initial grant of restricted stock units under the Skillz Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”) with a target grant value of $430,000 upon each director’s election to office, which vests ratably on an annual basis over four years;

•	An annual grant of restricted stock units under the Omnibus Plan with a target grant value of $185,000 for each director who has completed at least six months’ service, which vests after one year; and

•	An additional annual cash retainer of $25,000 for serving as our non-executive chair and $15,000 for serving as our lead director, in each case, if applicable.

Each of Messrs. Wakeford and Sloan, and Ms. Mehta-Krantz received initial and annual grants of RSUs under the Omnibus Plan in connection with the closing of the Company’s business combination transaction in December 2020. The annual grants awarded at the closing were in lieu of the annual grants that would otherwise have been made in 2021. With respect to Ms. Mehta-Krantz, the Board determined to waive the six-month service requirement normally applicable to annual RSU grants.

Director Compensation Consultant: The Compensation Committee retains Pearl Meyer, a national compensation consulting firm, to assess trends and developments in director compensation practices and to compare the Company’s practices against them. The Compensation Committee uses the analysis prepared by the consultant as part of its periodic review of Skillz’s director compensation practices. Other than the foregoing consulting services and the services provided to the Compensation Committee with respect to Executive Compensation (as set forth under the heading “Executive Compensation; Compensation Discussion and Analysis; How Compensation Decisions Are Made; Role of Compensation Consultants” below) and to the Special Committee (as further described under the heading “Executive Compensation; Compensation Discussion and Analysis; 2021 CEO Performance Equity Award” below), Pearl Meyer did not provide any other material services to the Company in 2021.

2021 Director Compensation Table

The following table provides information concerning the compensation of each non-employee director who served on the Board in 2021. All dollar amounts are rounded to the nearest whole dollar.

Name	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾ ($)	All Other Compensation ($)	Total
Jerry Bruckheimer⁽²⁾	40,000	715,888	—	$755,888
Christopher Gaffney⁽³⁾	50,000	452,080	—	$502,080
Vandana Mehta-Krantz	67,500	0	—	$67,500
Harry E. Sloan	40,000	0	—	$40,000
Kent Wakeford	69,500	0	—	$69,500

(1)

The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit (“RSU”) awards granted to the non-employee directors in 2021, computed in accordance with FASB ASC Topic 718. See Note 13 to Skillz’s audited consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on March 1, 2022 for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards.

(2)

Mr. Bruckheimer joined the Board in February 2021; the Board determined to waive the six-month service requirement normally applicable to annual RSU grants. Mr Bruckheimer’s initial RSU grant vests over three years. Mr. Bruckheimer RSUs were determined on the basis of the average closing stock price of the Company’s Class A common stock of the five days ending on the day prior to the sate the offer was initially made to Mr. Bruckheimer to join the Board.

(3)	Mr. Gaffney joined the Board in March 2021; the Board determined to waive the six-month service requirement normally applicable to annual RSU grants.

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Security Ownership of Certain Beneficial Owners, Directors and Management

The following table sets forth information regarding the beneficial ownership of our Class A common stock and Class B common stock as of March 1, 2022 by: (a) each of our directors and named executive officers; (b) all directors and executive officers as a group; and (c) each person who is known to us to own beneficially more than 5% of the Company’s common stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership, the Company deemed outstanding shares of its common stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

The percentage ownership of common stock is based on 341,113,867 shares of Class A common stock and 68,601,268 shares of Class B common stock outstanding as of March 1, 2022. Unless otherwise indicated or subject to applicable community property laws, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock of the Company beneficially owned by them. Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Skillz Inc., P.O. Box 445, San Francisco, California 94104.

Beneficial Owner	Number of shares of Class A Common Stock	% of Class A Common Stock	Number of shares of Class B Common Stock	% of Class B Common Stock	% of Total Voting Power**
Andrew Paradise⁽¹⁾	7,458,162	2.19 %	68,601,268	100 %	80.52 %
Jerry Bruckheimer	31,894	*	—	—	*
Casey Chafkin⁽²⁾	12,824,266	3.72 %	—	—	*
Christopher S. Gaffney⁽³⁾	14,127,356	4.07 %	—	—	*
Shari Glazer	—	—
Vandana Mehta-Krantz	16,543	*	—	—	*
Harry Sloan	191,423	*	—	—	*
Kent Wakeford	1,638,924	*	—	—	*
Ian Lee	300	*	—	—	*
Scott Henry⁽⁴⁾	208,010	*	—	—	—
Miriam Aguirre⁽⁵⁾	1,599,882	*	—	—	—

All Directors and Executive Officers as a Group (Thirteen Individuals)⁽⁶⁾	37,689,016	11.05 %	68,601,268	100 %	82.29%
Five Percent Holders:
ARK Investment Management LLC⁽⁷⁾	24,089,428	7.10 %	_	_	1.41 %
Atlas Venture Fund, IX L.P.⁽⁸⁾	22,962,910	7.0 %	—	—	1.34 %
Bonderman Family Limited Partnership⁽⁹⁾	21,265,819	6.7 %	—	—	1.24 %
Entities Affiliated with WestCap Management LLC⁽¹⁰⁾	21,743,740	7.5 %	—	—	1.05 %

*	Denotes less than 1%

**	Percentage of total voting power represents voting power with respect to all shares of Class A common stock and Class B common stock, as a single class. Each share of Class B common stock is entitled to 20 votes per share, and each share of Class A common stock is entitled to one vote per share.

(1)	Includes options to acquire 7,024,488 shares of Class B common stock.

(2)	Includes 73,292 Restricted Stock Units which vested on March 4, 2022 and 64,180 Stock Options vesting on April 25, 2022.

(3)

Includes 8,794 Restricted Stock Units which vested on March 8, 2022. The 14,127,356 shares of Class A common stock is owned by The UBMB LLC. Mr. Gaffney is the sole manager of this entity. The UBMB LLC is owned 1% by Mr. Gaffney, 1% by Mr. Gaffney’s spouse, and 98% by the CS Gaffney and KA Kames 2017 Irrevocable Trust, the beneficiaries of which are the children of Mr. Gaffney and his spouse.

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(4)

Information contained in the table above is based on the Form 3 filed with the SEC on December 18, 2020. Mr. Henry served as our Chief Financial Officer until June 20, 2021. Open market purchases or sales, if any, by Mr. Henry of our Class A common stock since the date he ceased serving as our Chief Financial Officer are not known by us or reported in the table.

(5)

Information contained in the table above is based on the Form 4 filed with the SEC on November 9, 2021. Ms. Aguirre served as our Chief Technology Officer until November 22, 2021. Open market purchases or sales, if any, by Ms. Aguirre of our Class A common stock since the date she ceased serving as our Chief Technology Officer are not known by us or reported in the table.

(6)	Includes Mr. Bhardwaj and Ms. Fritz-Bianchi.

(7)

Information contained in the table above and this footnote is based on a Schedule 13G filed with the SEC on February 9, 2022 by Ark Investment Management LLC (“Ark Investment”). Ark Investment is the beneficial owner of 24,089,428 shares, with sole dispositive power as to all such shares, sole voting power as to 22,806,466 shares and shared voting power as to 739,469 shares. Ark Investment’s principal place of business is 3 East 28th Street, 7th Floor, New York, New York 10016.

(8)

Information contained in the table above and this footnote is based on a schedule 13D filed with the SEC on December 28, 2020 by Atlas Venture Fund IX, L.P. (“Atlas Fund IX”), Atlas Venture Associates IX, L.P. (“Atlas Associates IX”) and Atlas Venture Associates IX, LLC (“Atlas Associates IXLLC” and collectively, the “Atlas Reporting Persons”) and after giving effect to the sale of 754,937 shares of Class A common stock and Skillz’s public offering completed on March 23, 2021. Atlas Reporting Persons are the beneficial owner of 22,962,910 shares, with shared dispositive power and shared voting power as to all such shares. Atlas Associates IX is the sole general partner of Atlas Fund IX, Atlas Associates IXLLC is the sole general partner of Atlas Associates IX. Each of the Atlas Reporting Persons disclaims beneficial ownership all shares except to the extent of its pecuniary interest, if any, therein. Atlas Reporting Persons’ principal place of business is 56 Wareham Street, Floor 3, Boston, MA 02118.

(9)

Information contained in the table above and this footnote is based solely on a Schedule 13D/A filed with the SEC on March 23, 2021 by Wildcat Capital Management, LLC) ”Wildcat”), Bonderman Family Limited Partnership (“BFLP”) and Leonard A. Potter (“Potter” and collectively, the “Wildcat Reporting Persons”). BFLP is the beneficial owner of 21,265,819 shares, with shared dispositive power and shared voting power as to all such shares. Wildcat has voting and dispositive power over the shares held by BFLP pursuant to BFLP’s limited partnership agreement and an investment management agreement to which Wildcat and BFLP are parties Potter is the sole member of, and is an officer of, Wildcat. Each of Wildcat and Potter may be deemed to beneficially own the shares held by BFLP and expressly disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. Wildcat Reporting Persons’ principal place of business is 301 Commerce Street, Suite 32150, Fort Worth, Texas 76102.

(10)

Information contained in the table above and this footnote is based solely on a Schedule 13D filed with the SEC on December 28, 2020 by Laurence A. Tosi (“Tosi”), WestCap Management, LL (“WC Management”), WestCao Strategic Operator Fund GO (“WC SOF GP”), WestCap Strategic Operator Fun, L.P. (“WC SOF LP”), WestCap Skillz 2020 Co-Invest, LLC (“WC Skillz 2020 Co-Invest”), WestCap Skillz, LLC (“WC” Skillz”), WestCap Skillz 2020-A, LLC (“WC Skillz 2020-A”), WestCap Skillz 2020-A1, LLC (“WC Skillz 2020-A1”) and WestCap Skillz 2020, LLC (“WC Skillz 2020” and collectively, the “WC Reporting Persons”) and after giving effect to the sale of 4,103,790 shares of Class A common stock in Skillz’s public offering completed on March 23, 2021. WC Reporting Persons are the beneficial owner of 21,743,740 shares, with shared dispositive power and shared voting power as to all such shares. Tosi is the sole owner of each of WC Management and WC SOF GP. WestCap Management is the managing member of each of WC Skillz 2020 Co-Invest, WC Skillz and WC Skillz 2020. WC SOF GP is the general partner of WC SOF LP. WC SOF LP is the sole member of each of WC Skillz 2020-A and WC Skillz 2020-A1. Each of the WC Reporting Persons expressly disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The business address of each of the WC Reporting Persons’ principal place of business is 590 Pacific Avenue, San Francisco, California 94133.

Delinquent Section 16(a) Reports

Based upon our review of reports filed with the SEC and written representations that no other reports were required, we believe that all of our directors, executive officers and beneficial owners of more than ten percent of our equity securities complied with the reporting requirements of Section 16(a) of the Exchange Act during 2021, with the exception of a late Form 4 filing for Ian Lee, Chief Financial Officer, for the grant of restricted stock units on June 21, 2021, and reported in a Form 5 filed February 1, 2022, due to inadvertent administrative error.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Board has adopted a written related party transaction approval policy pursuant to which the Audit Committee will review and approve or take such other action as it may deem appropriate with respect to the following transactions:

•

a transaction in which we are a participant and which involves an amount exceeding $120,000 and in which any of our directors, officers or 5% stockholders, or any other “related person” as defined in Item 404 of SEC Regulation S-K (“Item 404”), has or will have a direct or indirect material interest; and

•	any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404.

Bruckheimer Consulting Agreement

Effective April 1, 2022, the Company anticipates entering into a Consulting Agreement with Mr. Bruckheimer, a member of the Board (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Bruckheimer agrees to provide certain marketing rights and media-related consulting services to the Company, including event appearances, for a term ending on April 1, 2024. In exchange for such rights and services, the Company will issue to Mr. Bruckheimer a Restricted Stock Unit award of the Company’s Class A common stock (the “Incentive Award”) with a grant value equal in value to one million dollars ($1,000,000), with twelve and a half percent (12.5%) of the Incentive Award vesting on the last day of each quarter of each of the 2022 and 2023 calendar years, such that the Incentive Award vests in eight equal installments. Either Mr. Bruckheimer or the Company may terminate the Consulting Agreement in the case of a material breach by the other party, and either party may terminate the Consulting Agreement for convenience upon thirty (30) days written notice. The Incentive Award shall vest in full upon a termination by the Company without “cause” or by Mr. Bruckheimer for “good reason” (each as defined in the Consulting Agreement). For all other terminations, the portion of the Incentive Award vesting within one calendar quarter of the termination date shall be accelerated to vest upon such termination and the remaining unvested portion of the Incentive Award shall be forfeited.

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EXECUTIVE COMPENSATION

Message to Stockholders: Report of the Compensation Committee of the Board of Directors

Set out below is the Compensation Discussion and Analysis, which is a discussion of Skillz’s executive compensation programs and policies written from the perspective of how we and management view and use such programs and policies. Given the Compensation Committee’s role in providing oversight to the design of those programs and policies, and in making specific compensation decisions for senior executives using those programs and policies, the Compensation Committee participated in the preparation of the Compensation Discussion and Analysis, reviewing successive drafts of the document and discussing those with management. The Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. We join with management in welcoming readers to examine our pay practices and in affirming the commitment of these pay practices to the long-term interests of stockholders.

Members of the Compensation Committee

Kent Wakeford (Chair)

Vandana Mehta-Krantz

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Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers for 2021 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current considerations, expectations, and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this discussion.

The following discussion and analysis relates to the compensation arrangements for 2021 of (i) our principal executive officer, (ii) our principal financial officer and former principal financial officer, both of whom served in such roles during the year ended December 31, 2021, (iii) the three most highly compensated persons, other than our principal executive officer and principal financial officer, who were serving as executive officers at the end of our fiscal year ended December 31, 2021 and (iv) one former executive officer who left the Company prior to the end of our fiscal year ended December 31, 2021 but who would have been included in the three most highly compensated persons other than our principal executive officer and principal financial officer had they remained at the Company until such time (our “Named Executive Officers” or “NEOs”). For the year ended December 31, 2021, Skillz’s Named Executive Officers were:

•	Andrew Paradise, Chief Executive Officer;

•	Casey Chafkin, Chief Revenue Officer;

•	Ian Lee, Chief Financial Officer;

•	Vatsal Bhardwaj, Chief Product Officer;

•	Doris Fritz-Bianchi, Head of People;

•	Miriam Aguirre, former Chief Technology Officer; and

•	Scott Henry, former Chief Financial Officer.

Ms. Aguirre resigned from her employment with Skillz effective November 22, 2021 and Mr. Henry resigned from his employment with Skillz effective June 20, 2021, following which he remained employed by the Company through August 10, 2021 in order to successfully facilitate the transition of his duties.

Our Compensation Discussion and Analysis describes the compensation paid to our named executive officers in 2021 and is organized into seven sections:

•	Compensation Philosophy and Strategy

•	How Compensation Decisions Are Made

•	2022 Skillz’s Executive Compensation Program Updates

•	Key Components of Skillz’s Executive Compensation Program and 2021 Compensation Decisions for NEOs

•	Certain 2022 Pay Actions for Named Executive Officers

•	Additional Information About Skillz’s Executive Compensation Program

•	Employment Arrangements

Compensation Philosophy & Strategy

At Skillz, our mission is to build the competition layer of the internet. This is a long-term mission, and our compensation programs are designed to reflect this. Whereas salary or wages are intended to meet our employees’ near-term liquidity needs, we believe that compensation for the individuals who are responsible for our Company’s strategic direction and operations should motivate them to achieve sustainable stockholder value and/or tangible milestones rather than to simply remain at Skillz or maintain the

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status quo. Therefore, while we award our general employee population restricted stock units that will retain some value even if the market value of our stock decreases, we are increasingly emphasizing for our executive officers, and in particular our CEO, the grant of awards which have zero initial value and accumulate value, if at all, only to the extent that our stock price increases following their grant.

Accordingly, the key objectives of Skillz’s compensation program are to:

•	Provide a total compensation package that will enable Skillz to attract and engage the highly qualified senior leaders needed to drive success in today’s highly competitive marketplace;

•	Align the interests of our executive team with those of our equity holders;

•	Balance rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time without excessive risk-taking; and

•	Reward for strong performance.

We evaluate our compensation philosophy and programs regularly and evolve them as circumstances merit with oversight by the Compensation Committee, particularly with respect to executive and director compensation. For example, if our stock price experiences significant movement over a short period of time that results in a persistent change to equity compensation, certain adjustments may be considered to align our compensation program to their intended purposes.

How Compensation Decisions Are Made

An employee’s compensation, at any level, reflects that employee’s value to the business, taking into account the market value of their skills, their individual contribution and business results. To be sure we appropriately assess the value of our senior executives, Skillz utilizes the following evaluation process:

1. Develop Performance Commitments.

All Skillzians, including the CEO and our executive officers, develop goals, both qualitative and quantitative, that they seek to achieve in a particular year in support of the business in consultation with their supervisors and, for our executives, the Board and/or Compensation Committee. The Board reviews and approves the CEO’s performance goals and formally reviews progress and outcomes. As part of this process, many factors are considered, including an understanding of the business risks associated with the performance goals.

2. Determine Annual Bonus Payouts.

Evaluation of CEO by the Compensation Committee - The Chair of the Compensation Committee works directly with the Compensation Committee’s compensation consultant to provide a decision making framework for use by the Compensation Committee in determining annual incentive payouts for the CEO. This framework considers the CEO’s self-assessment of performance against commitments in the year, both qualitative and quantitative, and also considers progress against strategic objectives, as well as an analysis of the Company’s total performance over the year. The Compensation Committee considers all of this information in developing its recommendations, which are then presented to the independent members of the Board for further review, discussion, and final approval. The Compensation Committee meets regularly in executive session. Our CEO is not present during Compensation Committee deliberations or votes on his compensation and also recuses himself from sessions of the Board where the Board acts on the Compensation Committee’s recommendations regarding his compensation.

Evaluation of Executive Officer Results by the CEO and the Compensation Committee - Executives work with their managers throughout the year to update their own results against their stated goals. The self assessments of the Executive Officers are reviewed by the Head of People and the CEO, who evaluate the information. Following this in-depth review and taking into account the Company’s performance, the CEO makes compensation recommendations to the Compensation Committee based on an evaluation of the Executive Officers’ compensation for the year, and the Compensation Committee ultimately decides whether to approve or adjust the CEO’s recommendations. The Compensation Committee then presents the compensation decisions for the Chief Financial Officer to the independent members of the Board for ratification.

3. Set Competitive Target Pay.

Benchmarking - Skillz utilizes several compensation surveys that provide general trend information and details on levels of salary, target annual incentives and long-term incentives, the relative mix of short- and long-term incentives, and mix of cash and stock based pay. Given the battle for talent that exists in our industry, the benchmark companies that are used by the

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Compensation Committee to guide its decision making have included a broad range of key information technology companies, to help us identify trends in the industry. We also include companies outside our specific industries of gaming, media and entertainment, and even outside the broader technology industry, with complexity and growth rate that approximate our own, in recognition of the flow of executive talent in and out of Skillz from other industries. The surveys and benchmark data are supplemented by input from the Compensation Committee’s outside consultant on factors such as recent market trends. The Compensation Committee reviews and approves this list annually. In setting 2021 target compensation levels for the NEOs, the Company used the peer group detailed below. This peer group was determined by the Compensation Committee based on an in-depth review by its independent compensation consultant, Pearl Meyer, which included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s size (revenue and market capitalization), growth and evolution.

2021 Benchmark Group
Affirm Holdings, Inc.	Anaplan, Inc.	AppFolio, Inc.
Avalara, Inc.	Bill.com Holdings, Inc.	BlackLine, Inc.
Chegg, Inc.	Cloudflare, Inc.	Coupa Software Incorporated
Datadog, Inc.	DraftKings Inc.	Elastic N.V.
Everbridge, Inc.	Fastly, Inc.	Five9, Inc.
GoodRx Holdings, Inc.	LivePerson, Inc.	nCino, Inc.
Pinterest, Inc.	Smartsheet Inc.	ZoomInfo Technologies Inc.

SEC Form DEF 14A filed by Skillz Inc.