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

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Filed by a Party other than the Registrant  ☐

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Dear Stockholder:

We are pleased to invite you to attend the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of SVMKMomentive Global Inc. (“SVMK”, “SurveyMonkey”(”Momentive” or “the Company”), to be held on Wednesday,Tuesday, June 2, 2021,7, 2022, at 11:12:00 a.m.p.m., Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SVMK2021MNTV2022 (please(please have your notice or proxy card in hand when you visit the website).

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.

On behalf of the Company’s board of directors, we would like to express our appreciation for your support of and interest in SurveyMonkey.Momentive.

Sincerely,

SVMKMOMENTIVE GLOBAL INC.

One Curiosity Way

San Mateo, California 94403

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting to be Held on June 2, 2021.7, 2022. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made available on or about April 20, 202125, 2022 at the following website: www.proxyvote.comwww.proxyvote.com, as well as on our investor relations webpage at investor.surveymonkey.cominvestor.momentive.ai in the “Financial Information”section under “SEC Filings.”We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission.

San Mateo, California

April 20, 202125, 2022

Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about April 20, 2021.25, 2022.

TABLE OF CONTENTS

SVMKMOMENTIVE GLOBAL INC.

PROXY STATEMENT

FOR 20212022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:12:00 a.m.p.m., Pacific Time, on June 2, 20217, 2022

This proxy statement (this “Proxy Statement”) and form of proxy are being provided to you in connection with the solicitation of proxies by our board of directors for use at our 20212022 Annual Meeting of Stockholders, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on June 2, 20217, 2022 at 11:12:00 a.m.p.m., Pacific Time, via live audio webcast at www.virtualshareholdermeeting.com/SVMK2021MNTV2022. Stockholders of record as of April 9, 202112, 2022 (the “Record Date”) are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 (the “Annual Report”) is first being mailed on or about April 20, 202125, 2022 to all stockholders entitled to vote at the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this Proxy Statement. Please read the entire Proxy Statement carefully before voting your shares.

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with our board of directors’ solicitation of proxies for use at the Annual Meeting, which will take place on June 2, 2021.7, 2022. Stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

All stockholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and our Annual Report, as filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2021.25, 2022. The Notice includes information on how to access the proxy materials, how to submit your vote over the Internet, by phone or how to request a paper copy of the proxy materials. This Proxy Statement and the Annual Report are available at www.proxyvote.com. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request these materials.

What proposals will be voted on at the Annual Meeting?

There are four proposals scheduled to be voted on at the Annual Meeting:

At the time this Proxy Statement was mailed, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting.

How does our board of directors recommend that I vote?

Our board of directors recommends that you vote:

Our board of directors makes no recommendation regarding your vote on the Stockholder Proposal.

What can you tell me about the Stockholder Proposal?

The Stockholder Proposal, brought by Legion Partners, LP, asks that our stockholders approve, on a non-binding, advisory basis, a proposal regarding the declassification of our board of directors, such that commencing at the 2022 annual meeting of stockholders, all directors be elected on an annual basis rather than by class.

Please see “Proposal No. 4 – Stockholder Proposal – Declassify Our Board of Directors” below for additional information.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on April 9, 2021,12, 2022, the record date for the Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the Record Date, there were 145,637,775150,264,218 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the close of business on the Record Date, your shares were held in a stock brokerage account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions your broker, bank or other nominee provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your shares, your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine matters but may not vote your shares with respect to any non-routine matters. For additional information, see “What if I do not specify how my shares are to be voted?” below.

To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The live audio webcast will begin promptly at 11:12:00 a.m.p.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:11:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

How do I vote and what are the voting deadlines?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can vote in one of the following ways:

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy have been designated as proxy holders by our board of directors. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given; however, the shares will be voted in accordance with the recommendations of our board of directors. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

What if I do not specify how my shares are to be voted?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted:

If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described above under “Can I change my vote or revoke my proxy?”

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each matter. Brokers do not have discretion to vote on non-routine matters. Proposals No. 1 (election(declassification of board of directors), No. 2 (say-on-pay)(election of directors), and No. 4 (the Stockholder Proposal)3 (say-on-pay) are non-routine

shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting (e.g., ProposalProposals No. 2, 3 and 4. However, because the outcomes of Proposal No. 1 (election of directors) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as long as a quorum exists.)

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes present and entitled to vote or votes cast. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our bylaws and Delaware law. The presence (including by proxy) of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. As noted above, as of the Record Date, there were a total of 145,637,775150,264,218 shares of common stock outstanding, which means that 72,818,88975,132,110 shares of common stock must be represented at the Annual Meeting to have a quorum. If there is no quorum, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

How many votes are needed for approval of each proposal?

of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

What does it mean if I received more than one Notice?

If you receive more than one Notice, you hold shares that may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted an SEC-approved procedure called “householding.” Under this procedure, we will deliver only one copy of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy materials in the mail, one copy of our Annual Report to stockholders and this Proxy Statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

SVMKMomentive Global Inc.

Attention: Secretary

One Curiosity Way

San Mateo, California 94403

(650) 543-8400

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20222023 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 21, 2021.26, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

Stockholder proposals should be addressed to:

SVMKMomentive Global Inc.

Attention: Secretary

One Curiosity Way

San Mateo, California 94403

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our board of directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our bylaws. To be timely for our 20222023 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:

In the event that we hold our 20222023 annual meeting of stockholders more than 30 days before or more than 60 days after the first anniversary of the date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 20222023 annual meeting and no later than the close of business on the later of the following two dates:

candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals”for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.govwww.sec.gov. You may also contact our Secretary at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business is managed under the direction of our board of directors, which is currently comprised of ten members. EightNine of our ten directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is currently divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.expiring, provided, however, that if Proposal No. 1 to approve the amendment to the Certificate of Incorporation of the Company to declassify the board of directors is approved, each class of directors up for election will be elected to a one-year term.

Upon the recommendation of our nominating and corporate governance committee, we are nominating Susan L. Decker, David Ebersman, Erika H. JamesAlexander J. “Zander” Lurie, Dana Evan and Sheryl K. SandbergSagar Gupta as Class III directors at the Annual Meeting. If elected, Mses. Decker, James and SandbergProposal No. 1 is approved, Ms. Evan and Mr. EbersmanMessrs. Lurie and Gupta will each hold office for a one-year term until the annual meeting of stockholders to be held in 2023 or until their successors are elected and qualified. If elected, and Proposal No. 1 is not approved, Ms. Evan and Messrs. Lurie and Gupta will each hold office for a three-year term until the annual meeting of stockholders to be held in 20242025 or until their successors are elected and qualified.

The following table sets forth the names, ages as of April 9, 2021March 31, 2022, and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing directors:directors. Brad D. Smith resigned as a member of our board of directors effective February 28, 2022:

Director Nominees

Susan L. Decker.Alexander J. “Zander” Lurie.  Ms. Decker has served as a member of our board of directors since November 2017. In February 2018, Ms. Decker founded Raftr, a communications and event platform for university campuses, and she also serves as its Chief Executive Officer. Ms. Decker has served on various boards of directors of several public and private companies since 2009. Currently, those include Berkshire Hathaway, a conglomerate holding company, Vail Resorts, a ski resorts operator, Costco, an operator of warehouse clubs, Vox Media, a digital media company and Automattic, a private web development company. From June 2000 to April 2009, Ms. Decker served in various executive management positions at Yahoo, a web services provider, including President from June 2007 to April 2009, Executive Vice President, Advertiser and Publisher Group from December 2006 to June 2007

through July 7, 2019, following the retirement of Timothy J. Maly, our former Chief Financial Officer and Chief Operating Officer, from April 1, 2019 through July 7, 2019.Officer. Prior to joining SurveyMonkey,Momentive, Mr. Lurie served as Senior Vice President of Entertainment at GoPro, a consumer company focused on building cameras, software and accessories, from November 2014 until January 2016. From February 2013 to January 2014, Mr. Lurie served as Executive Vice President for Guggenheim Digital Media, an internet media company. From April 2010 to August 2012, Mr. Lurie served as Senior Vice President, Strategic Development at CBS, a mass media corporation. From February 2008 to April 2010, Mr. Lurie served as Chief Financial Officer and Head of Business Development for CBS Interactive, a division of CBS. Mr. Lurie came to CBS Interactive via its acquisition of CNET Networks, a media website focused on technology and consumer electronics, where he served as head of Corporate Development from February 2006 to February 2008, and just prior to the acquisition he also served as Chief Financial Officer. Mr. Lurie began his career in the investment banking group at J.P. Morgan where he led equity transactions and mergers and acquisitions in the internet sector. Mr. Lurie has served on the board of directors of GoPro since February 2016. Mr. Lurie holds a J.D. and M.B.A. from Emory University and a B.A. in political science from the University of Washington.

Mr. Lurie was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and his extensive background as an executive of companies in the technology industry.

Dana L. Evan. Ms. Evan has served as a member of our board of directors since March 2012. From 2013 to July 2020, Ms. Evan served as a Venture Partner at Icon Ventures, a venture capital firm, and since July 2007, has invested in and served on the boards of directors of companies in the internet, technology and media sectors. From May 1996 until July 2007, Ms. Evan served as Chief Financial Officer of VeriSign, a provider of intelligent infrastructure services. Ms. Evan currently serves on the board of directors of Box, a cloud content management company, Farfetch Limited, a fashion industry technology platform provider and marketplace, Proofpoint, a security-as-a-service provider, and Domo, a business cloud software-as-a-service provider. In April 2019, Ms. Evan was selected as Director of the Year by the National Association of Corporate Directors (NACD). Ms. Evan holds a B.S. in commerce from Santa Clara University and is a certified public accountant (inactive).

Ms. Evan was selected to serve on our board of directors because of her experience in operations, strategy, accounting and financial management and investor relations at both publicly and privately-held technology companies.

Brad D. Smith.Sagar Gupta.Mr. SmithGupta has served as a member of our board of directors since May 2017.March 2022. Mr. Smith is the Executive ChairmanGupta has served as a Senior Analyst and Head of Technology, Media and Telecommunications (“TMT”) Investing at Legion Partners, a value-oriented activist investment manager, since January 2018. Previously, from March 2015 to March 2018, Mr. Gupta was a member of the board of directors of Intuit,founding team at Finchwood Capital, a businessconcentrated, long/short TMT equity hedge fund. Prior to Finchwood, from March 2014 to February 2015, he was at Balyasny Asset Management, a multi-strategy hedge fund, where he focused on TMT long/short equity investing and financial software company, and servedfrom July 2012 to March 2014 was at KKR & Co. Inc. as President and Chief Executive Officer of Intuit from January 2008 to January 2019, and as Chairmana member of the board of directors of Intuit since January 2016.special situations and private debt investment teams. Mr. Smith currentlyGupta began his career as Chairman of the board of directors of Nordstrom, a department store company. Mr. Smithan investment banker with UBS. He holds a B.A.B.S. in business administration from the Haas School of Business Administration from Marshallat the University and an M.A. in Management from Aquinas College.of California, Berkeley.

Mr. SmithGupta was selected to serve on our board of directors because of his executive and management experience at a public technology company.in the financial services industry.

Continuing Directors

Ryan Finley.Mr. Finley started SurveyMonkey in 1999 and has served as a member of our board of directors since our founding. Mr. Finley also currently serves on the Board of Trustees of the Portland Art Museum. Mr. Finley studied computer science at the University of Wisconsin-Madison.

Mr. Finley was selected to serve on our board of directors because of his perspective and experience as our founder.

Benjamin C. Spero.Mr. Spero has served as a member of our board of directors since April 2009. Mr. Spero has served as a Managing Director at Spectrum Equity, a growth stage private equity firm, since January 2001. Mr. Spero currently serves on the boards of directors of numerous privately-held companies, and he previously served on the board of GrubHub, an online food ordering company, and Ancestry.com, a genealogy company. Mr. Spero holds a B.A. in economics and history from Duke UniversityUniversity.

Mr. Spero was selected to serve on our board of directors because of his experience in the venture capital industry and as a director of both publicly and privately held technology companies.

Serena J. WilliamsWilliams.. Ms. Williams has served on our board of directors since May 2017. Ms. Williams began her career as a professional tennis player in 1995 and has won 23 career Grand Slam singles titles. Ms. Williams is also an activist, fashion designer, marketer and brand builder, and a dedicated philanthropist. Since giving birth in 2017 and returning to Grand Slam finals play, she has also been an advocate for women, mothers and future mothers. In 2014, Ms. Williams created Serena Ventures, a venture fund and investing firm, which focuses on investing in companies that embrace diverse leadership, individual empowerment, creativity and opportunity. In 2015, Ms. Williams joined forces with her sister Venus to establish The Williams Sister Fund to support joint philanthropic projects, beginning with the Yetunde Price Resource Center in Compton, CA,California, which ensures individuals affected by violence and trauma have access to the resources they need to help them heal physically, emotionally and spiritually. Additionally, Ms. Williams has served as a Goodwill Ambassador with UNICEF since 2011. HerMs. Williams served as executive producer for the 2021 film “King Richard” and her 2018 HBO sports documentary series, BEING SERENA,“Being Serena,” was nominated for three Sports Emmy Awards and a Peabody Award. In September 2019, Ms. Williams’ fashion brand, SERENA,S by Serena, made its New York Fashion Week debut and launched its jewelry line shortly thereafter. Since January 2019, she has served as a member of the board of directors of Poshmark, Inc., a social marketplace for new and secondhand style.

Ms. Williams was selected to serve on our board of directors because of her experience and perspective as an entrepreneur and developer of her global personal brand.

Susan L. Decker. Ms. Decker has served as a member of our board of directors since November 2017. In February 2018, Ms. Decker founded Raftr, a communications and event platform for university campuses, and she also serves as its Chief Executive Officer. Ms. Decker has served on various boards of directors of several public and private companies since 2009. Currently, those include Berkshire Hathaway, a conglomerate holding company, Vail Resorts, a ski resorts operator, Costco, an operator of warehouse clubs, Vox Media, a digital media company, InterPrivate II Acquisition Corp., a special purposes acquisition company, and Automattic, a private web development company. From June 2000 to April 2009, Ms. Decker served in various executive management positions at Yahoo, a web services provider, including President from June 2007 to April 2009, Executive Vice President, Advertiser and Publisher Group from December 2006 to June 2007 and Chief Financial Officer from June 2000 to June 2007. Prior to Yahoo, she served as Director of Global Research at Donaldson, Lufkin & Jenrette, an investment bank. Ms. Decker is a Chartered Financial Analyst and served on the

Financial Accounting Standards Advisory Council. Ms. Decker holds a B.S. from Tufts University, with a double major in computer science and economics, and an M.B.A. from Harvard Business School.

Ms. Decker was selected to serve on our board of directors because of her executive experience at a public technology company and her financial expertise as a former equity securities analysist and her service on the boards of directors of numerous public companies.

David A. Ebersman. Mr. Ebersman has served as a member of our board of directors since June 2015. Since January 2015, Mr. Ebersman has served as co-founder and Chief Executive Officer of Lyra Health, a behavioral health care technology company. From September 2009 to June 2014, Mr. Ebersman served as Chief Financial Officer of Facebook, an online social networking company. Prior to Facebook, Mr. Ebersman served in various positions at Genentech, a biotechnology company, most recently as Chief Financial Officer and Executive Vice President from March 2005 to April 2009. Mr. Ebersman currently serves as a member of the board of directors of Castlight Health, a health technology company. Mr. Ebersman holds an A.B. in international relations and economics from Brown University and was selected for a Henry Crown Fellowship in 2000.

Mr. Ebersman was selected to serve on our board of directors because of his perspective and leadership experience with technology companies.

Erika H. James. Ms. James has served as a member of our board of directors since August 2018. Ms. James joined the board of directors of Morgan Stanley in January 2022 and has served as the Dean of the Wharton School at the University of Pennsylvania since July 2020. From July 2014 to May 2020, Ms. James served as Deanof Emory University’s Goizueta Business School. From January 2012 to July 2014, Ms. James served as Senior Associate Dean for Executive Education at Darden School of Business, University of Virginia and was the President of the Institute for Crisis Management, a consulting and research organization for crisis preparedness and response, from November 2012 to June 2014. Ms. James holds a B.A. in psychology from Pomona College and a Ph.D. in organizational psychology from the University of Michigan.

Ms. James was selected to serve on our board of directors because of her extensive leadership experience in higher education.

Sheryl K. Sandberg. Ms. Sandberg has served as a member of our board of directors since July 2015. Ms. Sandberg has served as Chief Operating Officer of Meta Platforms, Inc. (formerly known as Facebook, Inc.) since March 2008. Ms. Sandberg has served as a member of Meta’s board of directors since June 2012, and previously served as a member of the boards of directors of The Walt Disney Company from March 2010 to March 2018 and Starbucks from March 2009 to March 2012. From November 2001 to March 2008, Ms. Sandberg served in various positions at Google, most recently as Vice President of Global Online Sales & Operations. Ms. Sandberg is also a former Chief of Staff of the U.S. Treasury Department and previously served as a consultant with McKinsey & Company, a management consulting company, and as an economist with The World Bank. Ms. Sandberg holds an A.B. in economics from Harvard University and an M.B.A. from Harvard Business School.

Ms. Sandberg was selected to serve on our board of directors because of her extensive senior management experience at public internet and technology companies.

Director Independence

Our common stock is listed on the Nasdaq Global Select Stock Market. Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period after the completion of its initial public offering. In addition, the listing standards of

Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the listing standards of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3 and under the listing standards of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a

In order to encourage and enhance communication among independent directors, our independent directors meet in executive session without management directors or company management at least twice per year, as provided in our corporate governance guidelines. Each director, with the exception of Ms. Williams, attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. Ms. Williams attended less than 75% of the total number of meetings of our board of directors held during the last fiscal year.

Each of the members of our nominating and corporate governance committee meets the requirements for independence under the listing standards of Nasdaq.

our directors. We believe that diversity of thought stems from many factors including professional experience, life experience, socio-economic background, gender, race, ethnicity, religion, skill set, and geographic representation. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, abilities, and shareholder and community representation that will allow the board of directors to fulfill its responsibilities.

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. In this regard, five self-identify as female, and four self-identify as an under-represented minority. Accordingly, the Company is in compliance with Nasdaq’s diversity requirement. This new Nasdaq disclosure is also aligned with recent requirements by the State of California, where our headquarters is located, regarding board diversity. The Board Diversity Matrix below presents our board of directors’ diversity statistics in the format prescribed by the Nasdaq rules.

Stockholder Recommendations for Nominations to the Board of Directors

There were no material changes to the procedures described in our proxy statement relating to the 2021 annual meeting of stockholders by which stockholders may recommend nominees to our board of directors.

Our nominating and corporate governance committee will consider candidates for director recommended by stockholders of our company who are stockholders of record at the time of the

submission of the director recommendation and on the record date for the determination of stockholders entitled to vote at the annual meeting, so long as such recommendations comply with our amended and restated certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. The nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business.

A stockholder that wants to recommend a candidate for election to our board of directors should direct the recommendation in writing by letter to the Company, attention of the Chief Legal Officer or the Legal Department, at SVMKMomentive Global Inc., One Curiosity Way, San Mateo, California 94403. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and SVMKMomentive and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on our board of directors.

for monitoring and assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. In addition to oversight of the performance of our external audit function, our audit committee also monitors compliance with legal and regulatory requirements and reviews related party transactions. Our nominating and corporate governance committee monitors the effectiveness of our Corporate Governance Guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Non-Employee Director Compensation

In August 2018, our board of directors approved a compensation policy for our non-employee directors (the “director compensation policy”), which was most recently amended in August 2019. The director compensation policy was developed with input from our independent compensation consultant firm, Compensia, Inc. regarding practices and compensation levels at comparable companies. It is designed to attract, retain and reward non-employee directors.

Under our director compensation policy, each non-employee director is entitled to receive the cash and equity compensation for board services as described below. We also reimburse our non-employee directors for reasonable, customary and documented expenses for travel to board meetings.

Chairs of our board or its committees are paid at the “chair” rate and are not paid additional member fees. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Equity Compensation

Initial Grant. Each person who first becomes a non-employee director will receive, on the date of the first board of director or compensation committee meeting occurring on or after the date on which such individual first becomes a non-employee director, an award consisting of non-statutory stock options and RSUs, or the initial grant, with a combined value of $320,000. The allocation of value between non-statutory stock options and RSUs subject to the initial grant will be determined in accordance with the methodology described above. The non-statutory stock options subject to the initial grant will be scheduled to vest as to 1/36th12th of the shares subject to the grant on each monthlyquarterly anniversary of the commencement of the non-employee director’s service as a non-employee director, and the RSUs subject to the initial grant will be scheduled to vest as to 1/12th of the RSUs on a quarterly basis, in both such instances, if on such dates the non-employee director has remained in continuous service as a director.

Director Compensation in Fiscal 20202021

The following table provides information regarding compensation of our non-employee directors for service as directors for 2020.2021.

PROPOSAL NO. 1

APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS

Background

Our board of directors is currently comprised of ten members. In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms.

Pursuant to a letter agreement with Legion Partners Asset Management, LLC and certain related persons and entities, we agreed to submit at this Annual Meeting a proposal to phase out the classification of the terms of our directors. After considering the advantages and disadvantages of declassification, our board of directors has determined it is advisable and in the best interests of the Company and our stockholders to amend and restate our Certificate of Incorporation, in accordance with the General Corporation Law of the State of Delaware, to phase out of the classified board structure so that the board of directors is fully declassified by the 2025 annual meeting of stockholders.

If this proposal is approved, commencing with the election of directors at this Annual Meeting, all directors shall be elected annually for terms of one year, and each director elected at or after this Annual Meeting shall hold office until the next succeeding annual meeting of stockholders and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. To ensure a smooth transition to the new declassified structure of the board of directors and to permit the current directors to serve out the three-year terms to which the stockholders elected the directors, this proposal will not shorten the term of any director elected before this Annual Meeting. Thus, at the 2023 annual meeting of stockholders, if re-nominated, the Class I and Class II directors would be up for re-election for one-year terms. At the 2024 annual meeting of stockholders, all directors will be up for re-election for one-year terms and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

This proposal, if approved, would not change the board of directors’ authority to change the present number of directors and to fill any vacancies or newly created directorships. Any director appointed to fill newly created director seats or vacancies would hold office for the remaining term of his or her predecessor, which would be for a term expiring at the next annual meeting of stockholders following his or her appointment.

In addition, a provision in a Delaware company’s organizational documents that provides that a director may only be removed “for cause” by the stockholders is not valid if the company has a nonclassified board of directors. As a result, the amended and restated Certificate of Incorporation also eliminates the “for cause” requirement for stockholder removal of a director, and our board of directors has also conditionally approved a conforming amendment to our amended and restated bylaws to provide that a director may be removed from office by the stockholders with or without cause. Further, in connection with this proposal, our board of directors previously approved an amendment to our amended and restated bylaws to adopt a majority voting standard in uncontested elections of directors.

Proposed Amendment

The board of directors is asking our stockholders to approve the amendment to the fifth article of our current Certificate of Incorporation. The text of the amendment is attached hereto as Appendix A, with additions marked with bold, underlined text and deletions indicated by strike-out text.

Reasons for the Amendment

This proposal is a result of the board of directors’ ongoing review of our corporate governance policies. In addition, pursuant to a letter agreement with Legion Partners Asset Management, LLC and certain related persons and entities, we agreed to submit at this Annual Meeting a proposal to phase out the classification of the terms of our directors. A classified board structure can be viewed as diminishing a board’s accountability to stockholders because such structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board of directors more frequently than with a classified board structure, which provides stockholders a more active role in shaping and implementing corporate governance policies. The board of directors believes that approval of a phase out of the classified board structure will further enhance stockholder input, feedback and engagement through the annual stockholder meeting process.

In view of these considerations, the board of directors has unanimously determined that it is advisable and in the best interests of the Company and its stockholders to further adopt best-in-class corporate governance practices and amend our current Certificate of Incorporation to phase out of the classified board structure and provide for the annual election of directors.

Effectiveness of the Declassification Amendment

If the amendment to our Certificate of Incorporation is approved by our stockholders, the amendment will become effective upon the filing of an Amended and Restated Certificate of Amendment with the Delaware Secretary of State. If the amendment is not approved by our stockholders, the current Certificate of Incorporation will not be amended, and the board of directors will remain classified.

Vote Required

The approval of the amendment requires the affirmative vote of at least 66% of the voting power of all outstanding shares of our capital stock entitled to vote thereon, voting together as a single class. As a result, abstentions and broker non-votes will have the same effect as a vote AGAINST this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS.

PROPOSAL NO. 2

ELECTION OF DIRECTORS

Our board of directors is currently composed of ten members. In accordance with our certificate of incorporation, our board of directors is currently divided into three classes with staggered three-year terms. One Classclass is elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, fourprovided that Proposal No. 1 is approved, our classified board structure will be phased out, and three Class IIII directors will be elected for a three-yearone-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.

Nominees

Our board of directors has nominated Susan L. Decker, David Ebersman, Erika H. JamesAlexander J. “Zander” Lurie, Dana Evan and Sheryl K. SandbergSagar Gupta for election as Class III directors at the Annual Meeting. If elected and Proposal No. 1 is approved, each of Mses. Decker, JamesMs. Evan and SandbergMessrs. Lurie and Mr. EbersmanGupta will serve as Class III directors until the 20242023 annual meeting of stockholders. If elected, and Proposal No. 1, is not approved, each will serve as a Class I director until the 2025 annual meeting of stockholders or until their successors are elected and qualified, or their earlier death, resignation or removal.removal in either case. Each of the nominees is currently a director of the Company. For information concerning the nominees, see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Mses. Decker, JamesMs. Evan and SandbergMessrs. Lurie and Mr. Ebersman.Gupta. We expect that Mses. Decker, JamesMs. Evan and SandbergMessrs. Lurie and Mr. EbersmanGupta will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are a beneficial owner of shares of our common stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of Class III directors requires the affirmative vote of a plurality votemajority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Accordingly, the four nominees receiving the highest number of “FOR” votes will be elected. Broker non-votesthereon. Abstentions will have nothe effect on thisof a vote AGAINST the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOURTHREE DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY STATEMENT AS CLASS III DIRECTORS TO SERVE FOR A THREE-YEAR TERM.STATEMENT.

PROPOSAL NO. 23

APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act, we are providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (as disclosed under “Executive Compensation—Compensation Discussion and Analysis”and “Executive Compensation Tables”). This proposal, commonly referred to as the “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation as a whole.

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis”in this proxy statement, which provide a comprehensive review of our executive compensation program and its elements, objectives and rationale.

The vote on this resolution is not intended to address any specific element of compensation, rather the vote relates to the compensation of our Named Executive Officers in its totality, as described in the proxy statement in accordance with the compensation disclosure rules of the SEC.

In accordance with Section 14A of the Exchange Act rules, stockholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement for the 20212022 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.”

Vote Required

The approval of this advisory non-binding proposal requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon.

Since this proposal is an advisory vote, the result will not be binding on our board of directors or our compensation committee. However, our board of directors and the compensation committee values stockholders’ opinions and will take into account the outcome of the advisory vote when considering future executive compensation decisions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION.

PROPOSAL NO. 34

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Ernst & Young LLP, as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2021.2022. Ernst & Young LLP has served as our independent registered public accounting firm since 2013.

At the Annual Meeting, stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.2022. Stockholder ratification of the appointment of Ernst & Young LLP is not required by our bylaws or other applicable legal requirements. However, our board of directors is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote, such appointment will be reconsidered by our audit committee. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 20212022 if our audit committee believes that such a change would be in the best interests of the Company and its stockholders. If the appointment is not ratified by our stockholders, the audit committee may reconsider whether it should appoint another independent registered public accounting firm. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by Ernst & Young LLP for our fiscal years ended December 31, 20202021 and 2019.2020.

Auditor Independence

In the fiscal year ended December 31, 2020,2021, there were no other professional services provided by Ernst & Young LLP that would have required our audit committee to consider their compatibility with maintaining the independence of Ernst & Young LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All fees paid to Ernst & Young LLP for our fiscal years ended December 31, 20202021 and 20192020 were pre-approved by our audit committee.

Vote Required

The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2021.2022.

AUDIT COMMITTEE REPORT

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, or the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that SVMKMomentive Global Inc., or the Company, specifically incorporates it by reference in such filing.

The audit committee serves as the representative of our board of directors with respect to its oversight of:

The audit committee also reviews the performance of our independent registered public accounting firm, Ernst & Young LLP, in the annual audit of our financial statements and in assignments unrelated to the audit, and reviews the independent registered public accounting firm’s fees.

The audit committee is composed of three non-employee directors. Our board of directors has determined that each member of the audit committee is independent, and that each of Mses. Decker and Evan and Mr. Spero qualifies as an “audit committee financial expert” under the SEC rules.

The audit committee provides our board of directors such information and materials as it may deem necessary to make our board of directors aware of financial matters requiring the attention of our board of directors. The audit committee reviews our financial disclosures and meets privately, outside the presence of our management, with our independent registered public accounting firm. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 with management, including a discussion of the quality and substance of the accounting principles, the reasonableness of significant judgments made in connection with the audited financial statements, and the clarity of disclosures in the financial statements. The audit committee reports on these meetings to our board of directors.

The audit committee reviewed and discussed our audited consolidated financial statements with management and Ernst & Young LLP, our independent registered public accounting firm. The audit committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or the PCAOB.

The audit committee received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the audit committee concerning independence, and discussed with Ernst & Young LLP its independence. In addition, the audit committee discussed with Ernst & Young LLP its independence from management and the Company, including matters in the letter from Ernst & Young LLP required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with Ernst & Young LLP’s independence.

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that our audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 for filing with the SEC. The audit committee also has selected Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2021.2022. Our board of directors recommends that stockholders ratify this selection at the Annual Meeting.

Respectfully submitted by the members of the audit committee of the board of directors:

Dana L. Evan (Chair)

Susan L. Decker

Benjamin C. Spero

PROPOSAL NO. 4

STOCKHOLDER PROPOSAL —

DECLASSIFY OUR BOARD OF DIRECTORS

We have been advised that Legion Partners, L.P. (the “Proponent”), intends to submit the proposal set forth below at our annual meeting. Upon receipt of an oral or written request, the Company will promptly provide any stockholder with the Proponent’s address and number of the Company’s voting securities that the Proponent holds.

Proposal

RESOLVED, that the stockholders of SVMK Inc. (the “Company”) hereby request that the Board of Directors (the “Board”) take the necessary steps to declassify the Board so that commencing at the 2022 annual meeting of stockholders, directors are elected on an annual basis. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

Statement

We believe the annual election of all directors encourages board accountability to its stockholders, and when directors are held accountable for their actions, they perform better. It is widely held that annually elected boards of directors is the standard for corporate governance best practices, including by leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., both of which find staggered board structures problematic. Further, according to FactSet Research Systems, the vast majority of companies in the S&P 500 and Russell 1000 indexes elect all directors annually.

In 2019 and 2020, we suggested the Board proactively take steps to improve the Company’s corporate governance, including sponsoring a proposal to declassify the Board. Considering the Company’s purported vision is “to raise the bar for human experiences by amplifying individual voices” – effectively enabling the collection and analysis of feedback from constituents – we found the Board’s unwillingness to solicit feedback from the shareholder base on this important topic as misaligned with the ethos and culture they supposedly represent.

A staggered board has been found to be one of the six entrenching mechanisms that are negatively correlated with company performance, see “What Matters in Corporate Governance?” Lucian Bebchuk, Alma Cohen & Allen Ferrell, Harvard Law School, Discussion Paper No. 491 (09/2004, revised 04/2009).

Director Ryan Finley founded the Company over 20 years ago in 1999 and the average tenure of directors is approximately 8 years. We do not believe “new” companies or technology companies in general should be allowed to have different governance structures with added entrenchment features as compared to other public companies. In any event, we do not believe the Company is considered “new” under any pretext and has demonstrated stability at the leadership level for many years. Any arguments in favor of the classified structure related to the Company’s supposed newness or to maintain leadership stability appear unwarranted.

Although this proposal is non-binding in nature, we believe it will serve as a referendum for stockholders to demonstrate their strong dissatisfaction with the Company’s choice of maintaining a staggered Board and encourage the Board to take responsibility for improving its accountability and corporate governance.

We do not believe a classified Board is in the best interests of the Company and its stockholders. It reduces accountability and is an unnecessary entrenchment device. Stockholders should have the

Prior to joining us, Mr. Schoenstein served as Vice President of Sales at Adobe, a computer software company, from January 2016 to August 2017, Vice President of Sales and Merchant Development, Marketplaces at eBay, an e-commerce company, from August 2014 to January 2016 and at Amazon.com, an electronic commerce and cloud computing company, as General Manager of Amazon Payments from January 2013 to August 2014, and as General Manager of Global Sales and Business Development of Amazon Marketplace from February 2012 to January 2013. Mr. Schoenstein holds a B.A. in Englishenglish and history from Notre Dame de Namur University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis provides information regarding the 20202021 compensation program for our principal executive officer, each of the individuals who served as our principal financial officer during the last completed fiscal year and the three executive officers (other than our principal executive officer and each of the individuals who served as our principal financial officer) at fiscal year-end who who were our most highly compensated executive officers (our “Named Executive Officers”). For 2020,2021, our Named Executive Officers were:

Executive Officer Transitions

On March 5, 2021, Deborah L.Ms. Clifford resigned as our Chief Financial Officer to pursue another career opportunity. Upon Ms. Clifford’s departure, ZanderMr. Lurie, our CEO, became our interim Chief Financial Officer while the Company searches for her successor.and served in that capacity until June 28, 2021. On June 16, 2021, we announced that Mr. Coulombe, our then-current Senior Vice President, Finance, would be appointed as our Chief Financial Officer effective June 28, 2021. Mr. Lurie will continue to serve as CEO as well and receivesreceived no additional compensation for his services as interim Chief Financial Officer.

On February 27, 2022, Mr. Hale resigned as our President. Mr. Hale will continue to provide services as a consultant to the Company through an expected end date of December 31, 2022 to assist the Company with certain strategic initiatives. Priyanka Carr, our then-current General Manager, Market Research, was appointed Chief Operating Officer of the Company, effective March 1, 2022.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2020.2021. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why theour compensation committee of our board of directors (the “Compensation Committee”) arrived at the specific compensation decisions for our Named Executive Officers in 20202021 and discusses the key factors that the Compensation Committeecompensation committee considered in determining their compensation.

Executive Summary

We are a leading global provider of survey software products and purpose-builtleader in agile experience management, providing Software-as-a-Service (“SaaS”) solutions that enable organizations to engage withhelp businesses shape what’s next for their key constituents, including their customers, employees and the markets they serve.stakeholders. Our mission is to power the curious. We enable organizations to turn feedback into action. Our platform has changed the way individualscurious, and organizations of all sizes collect and analyze feedback by making it easy for anyone to create their own online surveys.Ourour vision is to raise the bar for human experiences by amplifying individual voices. Our software enables our customers to collect, analyze, and act on feedback from their existing customers, prospective customers, and employees. We are transforming from our roots as a provider of digital survey tools sold through the Internet to an enterprise SaaS company that leverages both product-led and sales-ledgo-to-market motions. To help us engage more deeply with enterprise sales customers, we rebranded ourselves as “Momentive” in June 2021 and changed our legal name from “SVMK Inc.” to “Momentive Global Inc.”

20202021 Business Highlights

20202021 was a strong year for us marked by significant achievements across our business. 20202021 business highlights included the following:

20202021 Key ResultResults¹

2021 Business Milestones

We launched the following new products and solutions:

We expanded our partnerships and integrations for the enterprise:

We made key executive team enhancements:

We continued to prioritize DEI initiatives:

We received industry recognition and accolades:

2020 Business Milestones

We launched new products and solutions, including:

We helped customers navigate through challenges of the pandemic, including:

We entered into new partnerships with leading systems of record:

We expanded our executive team:

These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

We believe that these compensation elements provide balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committeecompensation committee regularly evaluates the relationship between the reported values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and performance over this period.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committeecompensation committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2020:2021:

What We Do:

What We Don’t Do:

thereby giving our stockholders the opportunity to provide feedback on the compensation of our Named Executive Officers each year. We will be conducting our annual Say-on-Pay Vote as described in Proposal No. 2 in this Proxy Statement3 at the 2021 Annual Meeting of Stockholders.Meeting.

We value of the opinions of our stockholders. Our board of directors and the Compensation Committeecompensation committee will consider the outcome of the Say-on-Pay Vote, as as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future. The next Say-on-Pay Vote will be held at the 20222023 Annual Meeting of Stockholders.

Executive Compensation Philosophy and Objectives

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our executives’ interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

We structure the annual compensation of our Named Executive Officers using three principal elements: base salary, annual cash bonus opportunities and long-term equity incentive opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our Named Executive Officers and stockholders and to link pay with performance.

The Compensation Committee’scompensation committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available at www.investor.surveymonkey.comwww.investor.momentive.ai.

In May 2021, the compensation committee approved the delegation of authority to an Equity Grant Committee comprised of our CEO to grant up to 500,000 RSUs under the Momentive Global Inc. 2018 Equity Incentive Plan to employees who hold positions with the Company that are below the level of executive vice president and who are not, for the avoidance of doubt, subject to Section 16 of the Securities Exchange Act of 1934. Under such delegation of authority, the Equity Grant Committee is to provide a quarterly report to the compensation committee regarding any grant activity.

The Compensation Committeecompensation committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committeecompensation committee exercises its own judgment in making final decisions with respect to the compensation of our Named Executive Officers.

Setting Target Total Direct Compensation

Each year, the Compensation Committeecompensation committee conducts an annual review of the compensation arrangements of our Named Executive Officers, typically during the first quarter of the fiscal year.As part of this review, the Compensation Committeecompensation committee evaluates the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria.

The Compensation Committeecompensation committee does not establish a specific target for formulating the target total direct compensation opportunities of our Named Executive Officers. In making decisions about the compensation of our Named Executive Officers, the members of the Compensation Committeecompensation committee rely primarily on their general experience and subjective considerations of various factors, including the following:

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The Compensation Committeecompensation committee does not weight these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions. The members of the Compensation Committeecompensation committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer and business judgment in making their decisions.

The Compensation Committeecompensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. Instead, in making its determinations, the Compensation Committeecompensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels.

Role of Management

In discharging its responsibilities, the Compensation Committeecompensation committee works with members of our management, including our CEO. Our management assists the Compensation Committeecompensation committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committeecompensation committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our Named Executive Officers (except with respect to his own compensation) based on his evaluation of their performance for the prior year.

program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committeecompensation committee and its chair, and serves at the discretion of the Compensation Committee,compensation committee, which reviews the engagement annually.

In 2020,2021, the Compensation Committeecompensation committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our Named Executive Officers, and with the data analysis and selection of the compensation peer group.

During 2020,2021, Compensia attended the meetings of the Compensation Committeecompensation committee (both with and without management present) as requested and provided various services including the following:

The terms of Compensia’s engagement includes reporting directly to the Compensation Committeecompensation committee chair. Compensia also coordinated with our management for data collection and informal market comparisons for our executive officers. In 2020,2021, Compensia did not provide any other services to us.

Updated in August 2020 with the assistance of Compensia and then approved by the compensation committee in November 2020, the compensation peer group for 2020, which was developed in September 2019 with the assistance of Compensia,2021 used to analyze the compensation of our Named Executive Officers was comprised of publicly traded technology companies against which we compete for executive talent. In identifying and selecting the companies to comprise the compensation peer group, Compensia considered the following primary criteria:

ThisAfter evaluating the current peer companies against these criteria, the compensation committee approved maintaining the same compensation peer group consistedas in 2020 for use in 2021, consisting of the following companies:

The Compensation Committeecompensation committee used data drawn from the companies in our compensation peer group, as well as data from custom data cuts drawn from the Radford Global Technology Survey database and from Compensia’s proprietary database,to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target annual cash bonus opportunities and long-term incentive compensation opportunities.

The Compensation Committeecompensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

Compensation Elements

Generally, our executive compensation program consists of three principal elements – base salary, annual cash bonus opportunities and long-term incentive compensation in the form of equity awards:

Base Salary

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation negotiation at the time we hire the individual is hired into the role, taking into account his or her position, qualifications, experience, prior salary level and the base salaries of our other executive officers. Thereafter, the Compensation Committeecompensation committee reviews the base salaries of our Named Executive Officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion and market conditions.

In February2020, 2021, the Compensation Committeecompensation committee reviewed the base salaries of our Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own base salary), as well as the other factors described in“Compensation-Setting “Compensation-Setting Process – Setting Target TotalDirect Compensation” above. Following this review, the Compensation Committeecompensation committee determined to adjust the base salaries of each of our Named Executive Officers (other than our CEO) to bring their base salaries to levels that were comparable to those of similarly-situated executives in the competitive marketplace.

The base salaries of our Named Executive Officers as determined for 20202021 were as follows: