Table of Contents Board of Directors Our business affairs are managed under the direction of our board of directors. Our amended and restated bylaws will provide that our board of directors will consist of such number of directors as may from time to time be fixed by our board of directors. Our board of directors currently consists of seven directors. Director Independence Prior to the completion of this offering, our board of directors undertook a review of the independence of our directors and determined that , and are independent directors as defined under the rules of the . Board Committees Upon completion of this offering, we will have an audit committee as well as a compensation and nominating committee, with each committee having a written charter. Upon completion of this offering, Adam Neumann will continue to control a majority of the voting power of our outstanding capital stock. As a result, we will be a “controlled company” under the rules of the . Under these rules, we may elect not to comply with certain corporate governance standards, such as the requirement that our board of directors have a compensation committee and nominating and corporate governance committee composed entirely of independent directors, as independence is defined under the listing standards. For at least some period following completion of this offering, we intend to take advantage of these exemptions. See “Risk Factors—Risks Relating to Our Business—We are a “controlled company” as defined in the rules, and are able to rely on exemptions from certain corporate governance requirements that provide protection to stockholders of companies that are not controlled companies”. In the event that we cease to be a “controlled company” and our shares continue to be listed on the , we will be required to comply with these provisions within the applicable transition periods. Audit Committee Among other matters, the audit committee will be responsible for: • appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; • discussing with our independent registered public accounting firm their independence from management; • reviewing with our independent registered public accounting firm the scope and results of their audit; • approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; • overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; • overseeing our non-GAAP measures, our policy with respect to the use of non-GAAP measures and the calculation, presentation and disclosure of non-GAAP measures; • reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; • establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; • assisting our board of directors with risk assessment and risk management and reviewing our related policies; and • reviewing related party transactions. Upon completion of this offering, our audit committee will consist of Mark Schwartz and Lew Frankfort. A chair will be appointed to the extent that the committee has three or more members. Rule 10A-3 under the Exchange Act and 175