2/24/2018 S-1 Table of Contents Compensation Committee Interlocks and Insider Participation None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or compensation committee. Non­Employee Director Compensation Our employee directors, Messrs. Houston and Ferdowsi, have not received any compensation as directors. The following table provides information regarding compensation of our non­employee directors for service as directors, for the year ended December 31, 2017. In 2017, we did not pay any compensation to any person who served as a non­employee member of our Board of Directors who is affiliated with our greater than 5% stockholders. Stock (1) Name awards($) Total($) (2) Donald W. Blair — — Paul E. Jacobs — — Robert J. Mylod, Jr. — — Condoleezza Rice — — (3) Margaret C. Whitman 908,800 908,800 R. Bryan Schreier — — (1) The amounts reported represent the aggregate grant­date fair value of the RSUs awarded to the director in 2017, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant­date fair value of the RSUs reported in this column are set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Judgments.” (2) Mr. Blair became a member of our Board of Directors in December 2017. (3) Ms. Whitman became a member of our Board of Directors in September 2017. The following table lists all outstanding equity awards held by non­employee directors as of December 31, 2017: Date of Number of shares underlying (1) Name grant unvested stock awards (2) Donald W. Blair — — (3) Paul E. Jacobs 5/24/16 40,000 (4) Robert J. Mylod, Jr. 10/27/14 36,650 (5) 5/24/16 80,000 (6) Condoleezza Rice 7/29/14 36,650 (7) 5/24/16 80,000 (8) Margaret C. Whitman 9/8/17 80,000 R. Bryan Schreier — — (1) As further described in the footnotes below, the RSUs granted prior to August 1, 2015, which we refer to as two­tier RSUs, will generally vest upon the satisfaction of a service­based vesting condition and the occurrence of the Performance Vesting Condition. The Performance Vesting Condition occurs on the earlier of (i) an acquisition or change in control of the Company or (ii) the earlier of (a) six months after our initial public offering or (b) March 15 of the year following our initial public offering. Our Board of Directors has approved the acceleration of the Performance Vesting Condition such that it will occur upon the effectiveness of our registration statement of which this prospectus forms a part. (2) Mr. Blair became a member of our Board of Directors in December 2017. (3) 50% of the shares of our Class B common stock underlying the RSUs vested on each of May 1, 2017 and the remainder will vest on May 1, 2018, subject to continued service through such vesting date; provided, however, that as a result of amendments approved by our Board of Directors on September 8, 2017 applicable to all RSUs, or the September 2017 RSU Amendment, the May 1, 2018 vesting date is being accelerated to February 15, 2018. 132 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 140/235