We You are viewing or have sent you this Proxy Statement and the enclosed Proxy Cardreceived these proxy materials because the Board of Directors, or the Board, of Care.com, Inc. is soliciting your proxy to vote at the Care.com, Inc. 20162017 Annual Meeting of Stockholders, or the Annual Meeting, to be held on Monday, June 13, 2016,Wednesday, May 24, 2017, at 10:00 a.m. local time, at 77 Fourth Avenue, Lower Level conference room, Waltham, Massachusetts 02451. Except where the context otherwise requires, references to “Care.com,” “the Company,” “we,” “us,” “our,” and similar terms refer to Care.com, Inc.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

WeYou are viewing or have sent you this Proxy Statement and the enclosed Proxy Cardreceived these proxy materials because our Board of Directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed Proxy Card or follow the instructions belowon the Internet Notice to submit your proxy over the Internet.Internet or complete, sign and return the Proxy Card you received.

We intend to mail this Proxy Statement and accompanying Proxy Cardthe Internet Notice on or about April 21, 201612, 2017 to all stockholders of record entitled to vote at the Annual Meeting.

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 32,084,26133,981,675 shares entitled to vote, comprised of our common stock issued and outstanding and entitled to vote.vote and the issued and outstanding preferred stock on an as-converted basis.

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, or AST, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to follow the instructions on the Internet Notice or fill out and return the enclosed Proxy Card or vote by proxy on the Internet as instructed belowyou received to ensure your vote is counted.

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Internet Notice or these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.

You are being asked to vote on two (2) proposals:

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The procedures for voting are as follows:

If you are a stockholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy over the Internet or by using the accompanying Proxy Card or over the Internet.you received if you received your proxy materials by mail. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materialson how to vote from that organization rather than from us. Simply complete and mailfollow the voting instruction cardinstructions provided to you to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

AST has been engaged as our independent agent to tabulate stockholder votes, or Inspector of Elections. If you are a stockholder of record, your online vote or executed Proxy Card will be returnedsubmitted directly to AST for tabulation. As noted above, if you hold your shares through a broker, your broker will return one Proxy Card to AST on behalf of all its clients.

Votes will be counted by the Inspector of Elections, who will separately count “For” and (with respect to Proposal 2) “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, the Inspector of Elections will count the number of “Withheld” votes received for the nominees. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form fromfollow the instructions on the Internet Notice provided to you by the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 22, 2016,13, 2017, to our Corporate Secretary at Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451; provided that if the date of the annual meeting is more than 30 days from June 13, 2017,May 24, 2018, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. If you wish to submit a proposal that is not to be included in our proxy materials for next year’s annual meeting pursuant to the shareholder proposal procedures of the Securities and Exchange Commission, or the SEC, or to nominate a director, you must do so between January 24, 2018 and February 13, 2017 and March 15, 2017;23, 2018; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 13, 2017,May 24, 2018, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority inof the voting power of the shares entitled to vote in the meeting, comprised of our common stock issued and outstanding and entitled to vote and the issued and outstanding preferred stock on an as-converted basis, are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were 32,084,26133,981,675 shares outstanding and entitled to vote. Accordingly, 16,042,13116,990,838 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

We will announce voting results by filing a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K with the SEC within four business days after the day the final results are available.

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. The Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board follows with respect to, among other things, Board and committee composition and selection, director independence, Board meetings, Chief Executive Officer performance evaluation and succession planning for the Chief Executive Officer. A copy of our Corporate Governance Guidelines is available under the “Corporate Governance – Governance Documents” section of our website, investors.care.com.

The Board has determined that all of our directors, other than Ms. Marcelo and Ms. Rees, qualify as “independent” directors in accordance with the listing requirements of the NYSE.NYSE and our directors' assessment. Ms. Marcelo is not considered independent because she is an employee of Care.com. The Board declined to find Ms. Rees to be independent due to her affiliation with West Studios, LLC, a consulting firm that we engaged beginning in November 2016, as further described in “Certain Relationships and Related Party Transactions – Professional Services Agreement with West Studios, LLC” below. The NYSE independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of such director’s family members has engaged in various types of business dealings with us. In addition, as required by NYSE rules, the Board has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

The Board is currently chaired by Sheila Lirio Marcelo, our President and Chief Executive Officer. Currently, the Board believes that it is in the best interest of the Company and our stockholders for Ms. Marcelo to serve as both Chief Executive Officer and chairwoman given her role as a founder of the Company, her long history with the Company and her strategic vision. In December 2013, in connection with the Company's anticipated initial public offering, the Board established the position of lead independent director to provide independent leadership and electedoversight of management, as well as to act as a liaison between the non-management directors of the Board and the Chief Executive Officer and chairwoman. Brian Swette held the position of lead independent director from December 2013 until his resignation in April 2017. The Board has determined that this leadership structure is appropriate because it leverages both the strong leadership of Ms. Marcelo as Chief Executive Officer and chairwoman and the non-management leadership and oversight of a lead independent director. OurTherefore, the nominating and corporate governance committee is actively engaged to fill the vacancy for lead independent director. Mr. Florence will preside over any executive

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

The members of our audit committee are Messrs. Robertson, Florence and Miller, with Mr. Robertson serving as chairperson of the committee. The Board has determined that each of these members is an independent director under NYSE rules and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each of these members meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. The Board has determined that Mr. Robertson is an “audit committee financial expert” as defined by

The compensation committee’s responsibilities include:

The compensation committee retained the services of an independent compensation consultant, Compensia, during 20152016 to consult on matters relating to executive compensation and equity plan matters. Compensia did not provide additional services to the Company in an amount in excess of $120,000 during 2015.2016. In addition, the compensation committee generally considers the recommendations of the Chief Executive Officer when making recommendations regarding the compensation of executive officers other than the Chief Executive Officer, as described below in the section titled “Executive and Director Compensation - Role of the Compensation Committee.”

The members of our compensation committee are Messrs. Florence and Swette,Kapoor, with Mr. Florence serving as chairperson of the committee. The Board has determined that each of these members is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The Board has also determined that Messrs. Florence and SwetteKapoor are independent under the applicable rules and regulations of the NYSE relating to compensation committee member independence. A current copy of the compensation committee charter is available in the “Corporate Governance – Governance Documents” section of our website at investors.care.com.

The nominating and corporate governance committee’s responsibilities include:

The members of our nominating and corporate governance committee are Messrs. Miller and Florence and Ms. Sturdy, with Mr. Miller serving as the chairperson of the committee. Each of these members is an independent director under the applicable rules and regulations of the NYSE relating to nominating and corporate governance committee independence. A current copy of the nominating and corporate governance committee charter is available in the “Corporate Governance – Governance Documents” section of our website at investors.care.com.

The Board met thirteenten times during the last fiscal year. The audit committee met six times, the compensation committee met fivesix times and the nominating and corporate governance committee met one timetwo times during the last fiscal year. During the last fiscal year, each incumbent board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served. We encourage all of our directors and nominees for director to attend the Annual Meeting; however, attendance is not mandatory. One director attended the 20152016 annual meeting of stockholders.

The nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. To facilitate the search process, the nominating and corporate governance committee solicits current directors and executives of the Company for the names of potentially qualified candidates or asks directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The nominating and corporate governance committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or

In evaluating the suitability of individual candidates (both new candidates and current Board members), the nominating and corporate governance committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; finance experience; experience relevant to the Company’s industry; experience as a board or executive officer member of another publicly held company; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized business or career experience relevant to the success of the Company; and practical and mature business judgment, including the ability to make independent analytical inquiries. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee may consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the nominating and corporate governance committee, c/o Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or the Board, by following the procedures set forth in the advance notice provisions of our bylaws and within the timing guidelines above under the caption “When are stockholder proposals due for next year’s annual meeting of stockholders?”

On March 11, 2016, in connection with the election of Chet Kapoor to the Board, we entered into an agreement (the “Agreement”) with Tenzing Global Management LLC, Tenzing Global Investors LLC, Tenzing Global Investors Fund I LP and Mr. Kapoor (collectively, “Tenzing Global”), pursuant to which we agreed to recommend that the Board appoint Chet Kapoor as a Class III director and take the necessary actions to recommend that the stockholders of the Company vote for Mr. Kapoor for election as a director of the Company at the Annual Meeting.

Pursuant to the Agreement, Tenzing Global agreed that until the date which is 45 days prior to the deadline of the submission of stockholder nominations for our 2019 annual meeting of stockholders (the “Standstill Period”), Tenzing Global will not, among other things, (i) nominate any person for election as a director in furtherance of a contested solicitation, or otherwise bring any business or proposals before a stockholders’ meeting; (ii) acquire in excess of 15% of our then outstanding shares of our common stock or (iii) seek, propose, or make any proposal relating to a merger, acquisition or other type of business combination for the Company. Until the expiration of the Standstill Period, Tenzing Global will vote all of the shares of our common stock it beneficially owns (i) for the election of each of our director nominees and (ii) otherwise in accordance with the Board’s recommendation on any proposal not related to any business combination transaction involving the Company, its subsidiaries or its business. Tenzing Global has further agreed that, if at any time Tenzing Global beneficially owns, in the aggregate, less than 3.0% of our then outstanding

A more detailed summary and copy of the Agreement can be found in the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2016.

A more detailed summary and copy of the Investment Agreement can be found in the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2016.

Stockholders and all other interested parties who wish to communicate directly with the Board, the Chairman of the Board, the lead independent director, all non-management directors as a group, or an individual director should address such communications to: Board of Directors, c/o Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451.

The Board will give appropriate attention to written communications that are submitted by stockholders or other interested parties and will respond if and as appropriate. The chairperson of the nominating and corporate governance committee, subject to the advice and assistance of our general counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as he or she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairperson of the nominating and corporate governance committee considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy

During our last fiscal year, the members of our compensation committee were Tony Florence, Chet Kapoor and Brian Swette. No member of our compensation committee during our last fiscal year is or has been a current or former officer or employee of Care.com, Inc. or had any related person transaction involving Care.com, Inc. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended December 26, 2015.

We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were and are a party, in which:

Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with all of our directors and executive officers.

For a description of the compensation arrangements we have with our executive officers and directors, please see “Executive and Director Compensation.”

Ronald Marcelo, the husband of Sheila Lirio Marcelo, is employed by us. For the year ended December 26, 2015,31, 2016, we paid Mr. Marcelo total cash compensation of approximately $161,260.$174,400. In March 2016,2017, we paid Mr. Marcelo a cash bonus of $21,500$22,000 in recognition of 20152016 performance, and we increased the annual base salary of Mr. Marcelo to $175,000,$182,000, effective February 1, 2016.2017. We granted Mr. Marcelo an equity award comprised of restricted stock units, or RSUs, and options to purchase our common stock, with aan aggregate fair market value of $100,000$50,000, in March 20152016 and an equity award comprised of RSUs and options to purchase our common stock, with an aggregate fair market value of $50,000,$40,000, in March 2016.2017. Each equity award vests as to 6.25% of the original number of underlying shares on a quarterly basis over a four-year period.

We have adopted a written policy for the review of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be, a participant, the amount involved exceeds $120,000 in any one fiscal year, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” had, has or will have a direct or indirect material interest.

The policy calls for such transaction, arrangement or relationship, which we refer to as a “related person transaction,” to be reviewed and, if deemed appropriate, approved by the audit committee of the Board. Whenever

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. In reviewing and approving any such transactions, the audit committee will be tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.

Our executive officers and their respective ages and positions as of the date of this Proxy Statement, as well as biographical information for each executive officer other than Ms. Marcelo, are as follows:

See above under “Proposal No. 1 Election of Directors—Directors Continuing in Office UntilNominees for Election to a Three-Year Term Expiring at the 20172020 Annual Meeting of Stockholders” for biographical information of Ms. Marcelo.

The compensation earned by our “named executive officers” for 20152016 is set forth in detail in the 20152016 Summary Compensation Table and other tables and the accompanying footnotes and narrative in this section. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Our named executive officers for 20152016 were:

The following table presents summary information regarding the total compensation earned by our named executive officers for fiscal year 20142015 and fiscal year 2015.2016.

During 2015,2016, the compensation committee of the Board reviewed executive compensation, including our cash and equity-based compensation programs, and recommended adjustments to the Board for approval. The Board approved 20152016 executive compensation arrangements based on the compensation committee’s recommendations and the collective judgment of the Board’s members. In making 20152016 compensation decisionsrecommendations for executive officers, the compensation committee considered the recommendations of Compensia, our Director of Compensation, and our Chief Executive Officer, except with respect to her own compensation.

Base salaries provide our executive officers with a fixed amount of consistent compensation and, in conjunction with equity-based and cash incentive awards, are a significant motivating factor in attracting and retaining our executive officers. We have designed base salaries to be competitive while also seeking to manage our cash resources. At the time an executive officer is first hired, an initial base salary is generally established through individual negotiations between us and the executive officer, taking into account subjective judgments of the Board as to the executive officer’s qualifications, experience, job duties and responsibilities as well as internal pay equity considerations and, in some instances, the executive officer’s prior salary.

For 2015,2016, the compensation committee reviewed the base salaries of Ms. Marcelo, Mr. Echenberg and Mr. KrupinskiMs. Musi and recommended adjustments it determined were appropriate to the Board for approval. The compensation committee’s recommendations were based on merit, peer group analysis, market considerations and other factors the committee determined to be important. The Board approved adjustments to our executive compensation arrangements based on the compensation committee’s recommendations and the collective business judgment of the Board’s members. Adjustments to base salary became effective in the first quarter of the year following completion of our annual review process, which included a comprehensive self-performance review as well as a manager performance review.

Based on the annual review completed in early 2015,2016, Ms. Marcelo’s annual base salary was increased from $350,000$370,000 to $370,000 and$400,000, Mr. Krupinski’sEchenberg's annual base salary was increased from $ $240,000$360,000 to $252,000,$370,000 and Ms. Musi's annual base salary was increased from $235,000 to $280,000, in each case effective as of February 1, 2015.

Effective February 1, 2016,2017, the base salaries for our named executive officers were further increased as follows: Ms. Marcelo’s annual base salary was increased from $370,000$400,000 to $400,000,$450,000, Mr. Echenberg’s annual base salary was increased from $360,000$371,000 to $370,000$385,000 and Mr. Krupinski’sMs. Musi's annual base salary was increased from $252,000$280,000 to $260,000.$300,000. Ms. Marcelo's salary increase was based in part on a review of chief executive officer salaries at peer technology companies and the Company's philosophy of approximating market median base salary compensation for its employees, including the Chief Executive Officer.

We maintain an annual performance-based cash bonus program for executives, including our named executive officers, to reward performance in achieving corporate goals. For 2015,2016, the Board was ultimately responsible for approving and administering the bonus program. The compensation committee recommended to the Board for approval, and the Board subsequently approved, the target bonus amounts (expressed as a percentage of base salary) for Ms. Marcelo, Mr. Echenberg and Mr. KrupinskiMs. Musi that would be payable based upon our achievement of pre-established revenue and adjusted EBITDA targetsgoals (weighted 50% and 50%, respectively). The Board also established threshold and stretch performance

For each performance metric, the Board established a stretch level at which 100% of the portion of the bonus tied to his offer letter, Mr. Echenbergthe metric would be paid and levels at which 70% and 90% of the portion of the bonus tied to the metric would be paid. To reach the 70% payment level, the Company had to achieve approximately 95% of stretch for the revenue goal and 50% of stretch for the adjusted EBITDA goal. No bonus was entitledpayable for a metric if performance for the metric was below the 70% payment level. To reach the 90% payment level, the Company had to an annual bonus targetachieve 97.5% of 55%stretch for the revenue goal and 75% of his base salary, subject to a minimum guaranteed amountstretch for 2015 of $99,000.the adjusted EBITDA goal. Payout percentages were linearly interpolated for performance between the specified payment levels.

In March 2016,2017, the Board reviewed our performance and determined that we attained approximately 87% of the corporate goalsachieved revenue and adjusted EBITDA performance levels sufficient for 2015.  This resulted in Ms. Marcelo, and Messrs.Mr. Echenberg and Krupinski receivingMs. Musi to receive bonuses at approximately 87%86% of their target levels.bonus amounts. The amounts the Board actually determined to pay our named executive officers under the 20152016 bonus program as a result of corporate performance goal attainment and pro-ration for partial year of service with respect to Mr. Echenberg are set forth in our 20152016 Summary Compensation Table.

Since our inception, equity-based compensation in the form of stock options or more recently, RSUs has been an integral component of our executive compensation program. Vesting of equity awards is generally based on continued employment with us, typically over four years, thereby encouraging the retention of our executive officers. The Board may from time to time grant equity awards with other vesting requirements, includingrequirements. Since 2015, the Board has also granted equity awards that become eligible for vesting subject to the achievement of certain corporate performance metrics. All equity awards held by our named executive officers are subject to accelerated vesting in connection with an acquisition of our company or certain terminations of employment, as described in the section titled “Potential Payments upon Termination or Change of Control” below.

In March 2015,2016, we awarded Ms. Marcelo, Mr. Echenberg and Mr. KrupinskiMs. Musi time-based RSUs entitling themwith respect to receive 257,100111,940, 37,310 and 64,30044,770 shares of our common stock, respectively, and options to purchase 279,850, 93,280 and 111,940 shares of our common stock, respectively. These awards vest as to 6.25% of the underlying shares at the end of each successive three-month period following March 9, 2015. We2016.

In 2016, we also awarded Ms. Marcelo an additional RSU award entitling hereach named executive officer performance-based RSUs that would be earned and become eligible to receive 96,400 sharesvest based on our achievement of pre-established 2016 revenue and adjusted EBITDA goals (weighted 50% and 50%, respectively). Adjusted EBITDA for this purpose is calculated in the same manner as described above for our common stock. This award vestsannual performance-based bonus program. To the extent any RSUs were earned, they would become “Eligible RSUs” that vest subject to continued service as to 25% of the underlying sharesRSUs on March 9, 20162017 and as to 6.25% of the original number of underlying shares at the end of each successive three-month period following March 9, 2016.2017.

UponFor each performance metric, the commencementBoard established a stretch level at which all of his employment in April 2015, wethe awarded Mr. Echenberg RSUs entitling himwould become Eligible RSUs, and levels at which 25%, 50% and 75% of the RSUs tied to receive 125,200 shares of our common stock. This award vests as toeach performance metric would become Eligible RSUs. To have 25% of the underlying shares on June 9, 2016awarded RSUs become Eligible RSUs, the Company had to achieve approximately 95% of stretch for the revenue goal and as to 6.25%70% of stretch for the adjusted EBITDA goal. No awarded RSUs were earned for a metric if performance for the metric was below the 25% level. To have 50% of the originalawarded RSUs become Eligible RSUs, the Company had to achieve approximately 97.5% of stretch for the revenue goal and 85% of stretch for the adjusted EBITDA goal. To have 75% of the awarded RSUs become Eligible RSUs, the Company had to achieve 98% of stretch for the revenue goal and 98% of stretch for the adjusted EBITDA goal. Payout percentages were linearly interpolated for performance between the specified levels of Eligible RSUs.

The maximum number of underlying shares at the end of each successive three-month period following June 9, 2016.

In March 2016, we2017, the Board reviewed our performance and determined that we had not attainedachieved performance levels resulting in 0% of the corporate goals for 2015 requiredRSUs tied to commence the vestingrevenue goal becoming Eligible RSUs and approximately 29.2% of these performance-based RSU awards. As a result, the awards did notRSUs tied to the adjusted EBITDA goal (or 14.6% of the maximum number of RSUs set forth above) becoming Eligible RSUs. The Eligible RSUs began to vest and were forfeited.

Our Board considered the recommendations of our compensation committee and, except with respect to her own awards, our Chief Executive Officer when determining the size of individual 20152016 RSU awards. In recommending 20152016 RSU awards to the Board, the compensation committee and our Chief Executive Officer considered, among other factors, the role and responsibility of the individual executive officer, the competitive market for the executive’s position, the size and value of existing equity awards and the committee’s subjective evaluation of individual performance and prior contributions to the company.Company.

We sponsor a retirement plan intended to qualify for favorable tax treatment under Section 401(k) of the Internal Revenue Code of 1986, as amended, or the Code. Eligible employees may make pre-tax contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit on pre-tax contributions under the Code. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as full-time U.S. employees generally. For 2015,2016, we matched 50% of contributions made by participants in the 401(k) plan, up to $500 per participant.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our named executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees. In 2015,2016, our named executive officers did not receive any perquisites or personal benefits that were not available to all of our U.S. full-time employees generally.

The following table provides information about outstanding stock options and RSUs held by each of our named executive officers at December 26, 2015.31, 2016.

We have entered into letter agreements with Ms. Marcelo, dated November 15, 2006 and December 9, 2010 that provide benefits in the event of certain terminations of employment. Under the terms of the letter agreements with Ms. Marcelo, if we terminate Ms. Marcelo’s employment without cause or Ms. Marcelo’s employment terminates due to her death, disability or resignation for good reason, she (or her estate or other designee in the event of her death) will be entitled to receive an amount equal to 50% of her annual base salary as in effect at the time of her termination and six months of continued coverage under our medical and dental plans on the same terms that were in effect at the time of her termination (including coverage for her spouse and dependents to the extent covered at the time of her termination).

All equity awards held by our named executive officers vest, and become exercisable in the case of options, as to an amount equal to 25% of the original number of underlying shares (or in the case of performance-based RSUs, 25% of the original number of shares underlying the Eligible RSUs) immediately prior to an acquisition of our company. In addition, if a named executive officer is terminated without cause or resigns for good reason following an acquisition of our company, all of the named executive officer’s outstanding equity awards will immediately vest, and in the case of options, become exercisable in full.

For purposes of the foregoing: “cause” means (i) a failure to perform reasonably assigned duties which remains uncured for 10 days following written notice, (ii) engaging in dishonesty, gross negligence or misconduct that is injurious to the company or (iii) conviction of a felony or crime involving moral turpitude; and “good reason” means a material adverse change in responsibilities, duties or compensation without consent or the relocation of an individual’s place of work such that the distance from the individual’s residence to place of work increases by more than 30 miles.

Our named executive officers have each entered into agreements containing confidentiality, non-compete and non-solicit covenants. Under the terms of these agreements, our named executive officers have agreed to refrain from disclosing our proprietary information in perpetuity and from competing with us or soliciting our clients, customers or employees for a period of 12 months following termination of their employment.

The following table presents certain information concerning the compensation of our non-employee directors for fiscal year 2015.2016.

We do not currently maintain a formal director compensation program. For 2015,2016, the Board approved the payment of cash retainers to the non-employee members of the Board who are not affiliated with our venture capital firmsignificant stockholders, or our non-affiliated directors, as follows: $35,000 to Ms. Lang; $35,000 to Ms. Rees; $55,000 to Mr. Robertson, which includes $20,000 for his service as audit committee chair; and $75,000 to Mr. Swette, which includes $30,000 for his service as lead independent director and $10,000 for his service as a member of the compensation committee. The cash retainers were paidaccrued quarterly in arrears.arrears and pro-rated in the case of Ms. Lang and Ms. Rees to reflect their partial years of service in 2016. The annual retainers may be paid in vested common stock or cash, at the director’s election. In 2016, Ms. Rees and Messrs. Robertson and Swette elected to receive shares of common stock in lieu of their cash retainers and were issued 1,701 shares, 6,836 shares and 9,322 shares, respectively. For 2015,2016, the Board also approved the grant of RSUs and options to each of our non-affiliated directors.directors other than Ms. Lang,Lang. Ms. Rees, Mr. Robertson and Mr. Swette received 7,5002,034 RSUs, 6,40011,190 RSUs and 19,30011,190 RSUs, respectively, as well as options to purchase 5,768 shares, 27,980 shares and 27,980 shares, respectively, as compensation for service as directors, including in the case of Mr. Robertson, as audit committee chair and, in the case of Mr. Swette, as our lead independent director. The RSUs and options granted to Ms. Lang,Rees, Mr. Robertson and Mr. Swette vest as to 25% of the underlying shares on March 9, 20162017 and in equal quarterly installments over the three years thereafter.

Employee directors do not receive additional compensation for their service as directors.

The table below shows the aggregate number of option awards (exercisable and unexercisable) and RSUs held as of December 26, 201531, 2016 by each non-employee director.

The following table presents information as of December 26, 201531, 2016 with respect to compensation plans under which our equity securities are authorized for issuance.

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 14, 20163, 2017 by:

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and percentage ownership is based on 32,084,26129,383,277 shares of common stock outstanding as of April 14, 2016.3, 2017. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock issuable to such person upon conversion of preferred stock, shares subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable, and shares of our common stock that may be acquired upon the vesting of restricted stock units, in each case within 60 days after April 14, 2016,3, 2017, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is c/o Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Brokers with account holders who are Care.com stockholders may be “householding” our proxy materials. A single Internet Notice or proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Internet Notice or proxy statement and annual report,materials, you may (1) notify your broker, (2) direct your written request to: Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451 or (3) contact our Investor Relations department by telephone at (781) 795-7244 or via email at investors@care.com. Stockholders who currently receive multiple copies of the Internet Notice or proxy statementmaterials at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

The 20152016 Annual Report to Stockholders is being mailed with this Proxy Statement to those stockholders that received a copy of the proxy materials in the mail. Requests for copies of our 20152016 Annual Report to Stockholders may also be directed to the Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451.