Table of Contents Adam and Rebekah Neumann have committed to contribute at least $1 billion to charitable causes by the ten-year anniversary of the closing date of this offering. If that contribution is not met, the outstanding high-vote stock would convert to having ten votes per share. See “—Charitable Giving” below. Succession Planning As part of our transition to a public company, our board of directors has spent significant time planning for the transition from a privately controlled company to a public company and put considerable thought into succession planning. In particular, in connection with this offering we are taking measures to provide clarity as to how unexpected transitions in our leadership might occur. In the event that Adam is permanently disabled or deceased during the ten-year period commencing upon the completion of this offering, a committee will be formed for the sole purpose of selecting a new Chief Executive Officer. The composition of this committee will be as follows: • Bruce Dunlevie and Steven Langman, who are currently members of our board of directors and members of our compensation and nominating committee, to the extent they are then serving as our directors, will serve on this selection committee with Rebekah Neumann (with the size of the committee fixed at two or three, as applicable); and • if neither Bruce nor Steven is then serving as one of our directors, Rebekah will choose one or two board members who are serving at the time to serve on this selection committee with Rebekah. In the event that Rebekah is not able to serve as described above, the trustee then acting on behalf of Rebekah and Adam’s estate will serve in all such capacities and make all such determinations. In addition, Adam and our board of directors have a process in place to designate an interim CEO in order to give the selection committee time to select a long-term CEO. Any selection of an individual to serve as our Chief Executive Officer must be made with the unanimous approval of the selection committee. By the third anniversary of the closing of this offering, Adam will propose a succession plan relating to the period beginning from and after the ten-year anniversary of this offering. Sales of Shares The last time Adam sold any shares of the Company was October 2017, when he participated in a third-party tender offer made available to all of the Company’s employees and outside investors. Adam will not sell any shares in this offering. In addition, Adam has entered into a lock-up agreement for approximately one year with the underwriters in this offering whereby he has agreed not to transfer any shares of the Company capital stock or any securities convertible into or exchangeable or exercisable (directly or indirectly) for shares of the Company’s capital stock. Employment Agreement The Company does not have an employment agreement in place with Adam and, accordingly, Adam does not earn any salary from the Company and would not be entitled to severance if he no longer served as Chief Executive Officer. Adam earned no salary in 2018 and only earned $1 in 2017. Moreover, Adam is not entitled to any perquisites from the Company and elects to reimburse the Company in full for any perquisites he may receive in connection with his service as our Chief Executive Officer. Equity Awards Prior to 2019, and since the founding of the Company, Adam had not received any equity awards from the Company. As the Company grew, our board of directors desired to provide a significant incentive to Adam to conduct an initial public offering, based on the premise that the Company’s value would be maximized as a public entity rather than remaining privately held. In the first half of 2019, in order to incentivize our senior leadership team as well as select other individuals who have had an outsized impact on our organization over the years, our board of directors granted to employees, including Adam, stock options to purchase shares of common stock. 198