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 (Amendment No.          )

Shutterstock, Inc.

350 Fifth Avenue, 21st Floor

New York, New York 10118

April 24, 202022, 2021

Dear Stockholder:

WeOn behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend our 20202021 Annual Meeting of Stockholders (the “2020“2021 Annual Meeting”) to be held on Thursday, June 4, 20203, 2021 at 10:00 a.m. Eastern Time. The 20202021 Annual Meeting will be a virtual stockholder meeting, conducted via live webcast, due to the ongoing public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our employees, stockholders and partners.webcast.

by 11:59 p.m. Eastern Time on June 1, 2020.May 31, 2021. On the day of the 20202021 Annual Meeting, if you have properly registered, you may enter the meeting at http://www.viewproxy.com/shutterstock/2020/VM/ by logging in usingclicking on the link provided and entering the password you received via e-mail in your registration confirmation. You will also be able to vote your shares electronically at the 20202021 Annual Meeting. Please note that you will not be able to attend the 20202021 Annual Meeting in person.

We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, on or about April 24, 2020,22, 2021, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of a paper copy of this proxy statement and our 20192020 Annual Report to Stockholders (the “2019“2020 Annual Report”). The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to receive a paper copy of our proxy materials by mail. If you received our proxy materials by mail, the Notice, proxy statement, 20192020 Annual Report and proxy card were enclosed. Continuing to employ this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials. We encourage you to read our 20192020 Annual Report, as it includes our audited financial statements and provides important information about our business.

Your vote is important. Whether or not you plan to attend the 20202021 Annual Meeting via live webcast, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive or received printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, the accompanying proxy card, or the Notice you received in the mail. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the 20202021 Annual Meeting regardless of whether you attend 20202021 Annual Meeting.

New York, New York

April 24, 202022, 2021

The proxy materials include:

The information in this proxy statement relates to the proposals to be voted on at the 20202021 Annual Meeting, the voting process, our Board and Board committees, the compensation of directors and certain executive officers, corporate governance matters, and certain other required information.

Pursuant to rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our 20192020 Annual Report, to our stockholders electronically via the Internet instead of mailing printed copies. Unless a stockholder previously requested paper delivery of communications from us, a stockholder will receive a Notice of Internet Availability of Proxy Materials instructing the stockholder as to how to access and review all of the proxy materials on the Internet.

The Notice of Internet Availability of Proxy Materials, proxy card and voting instruction form contain instructions on how to view our proxy materials for the 20202021 Annual Meeting on the Internet and vote your shares. The proxy statement and 20192020 Annual Report, as well as other financial information, are also available on our Investor Relations website at: investor.shutterstock.com.

Our proxy materials are also available for viewing at www.viewproxy.com/shutterstock/2020.

The SEC permits us to deliver a single copy of the Notice of Internet Availability of Proxy Materials, and if applicable, the proxy statement and 20192020 Annual Report, to multiple stockholders who share the same address unless we

received contrary instructions from one or more of the stockholders. Each stockholder will continue to receive a separate proxy card. By “householding” we can reduce printing costs, mailing costs and fees.

If you are a stockholder of record and wish to receive a separate Notice of Internet Availability of Proxy Materials or the proxy statement and 20192020 Annual Report, or if your household is receiving multiple sets of these documents and would prefer to receive only one set, please contact our Corporate Secretary at the address or telephone number set forth below. Stockholders owning their shares through a bank, broker, or other nominee may request to discontinue or begin householding by contacting their bank, broker or nominee. You can also request additional copies or notify us that you no longer wish to participate in householding by sending a written request to the Corporate Secretary, Shutterstock, Inc., 350 Fifth Avenue, 21st Floor, New York, New York 10118, or by calling the Corporate Secretary at 646-710-3417.10118.

You are voting on three proposals at the 20202021 Annual Meeting:

We will also consider other business that properly comes before the 20202021 Annual Meeting.

The Board recommends that you vote your shares:

Unless instructed to the contrary in the proxy, the shares represented by the proxies will be voted as recommended by the Board for each proposal. If any other matter properly comes before the 20202021 Annual Meeting, the proxy holders will vote on that matter in their discretion.

The record date for the 20202021 Annual Meeting is April 17, 202014, 2021 (the “Record Date”). Stockholders of record and beneficial owners as of that date are entitled to vote at the 20202021 Annual Meeting. You are considered a stockholder of record if you hold shares of our common stock, $0.01 par value per share (“Common Stock”) in your name in an account with our stock transfer agent, American Stock Transfer & Trust Company (“AST”). You are a beneficial

owner and your shares are considered to be held in “street name” if you hold Common Stock indirectly through a broker, bank or other nominee.

On the Record Date, we had 35,601,60936,555,123 shares of Common Stock outstanding. A list of stockholders as of that date will be available for inspection upon request at the 2020 Annual Meeting, electronically by visiting www.viewproxy.com/shutterstock/2020 during the 2020virtual 2021 Annual Meeting and during ordinary business hours at our principal executive offices located at 350 Fifth Avenue, 21st Floor, New York, New York 10118 for any purpose germane to the annual meeting for ten days before the 20202021 Annual Meeting.

You can vote your shares:

In order to participate in the 20202021 Annual Meeting live via the Internet, you must register at www.viewproxy.com/shutterstock2020http://viewproxy.com/shutterstock/2021/htype.asp by 11:59 p.m. Eastern Time on June 1, 2020.May 31, 2021. If you are a registered holder, you must register using the Virtual Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).name and e-mail address. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a Virtual Control Number in order to vote your shares during the 20202021 Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 20202021 Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.viewproxy.com/http://viewproxy.com/shutterstock/2020.

We will have technicians ready to assist you with any technical difficulties you may have accessing the webcast. Please be sure to check in by 9:45 a.m. Eastern Time on June 4, 2020,3, 2021, the day of the 20202021 Annual Meeting, so we may address any technical difficulties before the meeting begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please emaile-mail VirtualMeeting@viewproxy.com or call 866-612-8937. The platform we are using for the meeting will require a software installation or the ability to run a temporary application in order for you to join the meeting.  Please test the system on your computer prior to the meeting date by visiting http://www.viewproxy.com/shutterstock/2020/VM and following the on-screen instructions.date.

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 Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20212022 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 28, 2020.23, 2021. If we hold our 20212022 Annual Meeting of Stockholders more than 30 days before or after June 4, 20213, 2022 (the one-year anniversary of our 20202021 Annual Meeting), then notice of a stockholder proposal must be received not later than the 90th day prior to the 20212022 Annual Meeting of Stockholders or the 10th day following the date on which public announcement of the date of the 20212022 Annual Meeting of Stockholders is first

Stockholder proposals must also otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Proposals can be addressed to Shutterstock, Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 21st Floor, New York, New York 10118.

Our Bylaws also establish advance notice procedures for certain matters, including 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 or for stockholders who wish to nominate individuals for election to the Board. To be timely for our 20212022 Annual Meeting of Stockholders, our Corporate Secretary must receive written notice at our principal executive offices:

Stockholders must also comply with certain other applicable requirements contained in our Bylaws. With regards to nominations for director at our 20212022 Annual Meeting of Stockholders, the notice must include all information about the nominee that must be disclosed in proxy solicitations pursuant to Regulation 14A under the Exchange Act (including the nominee’s written consent to being named as a nominee and serving as a director) and a description of all material monetary agreements during the past three years and any other material relationships, between such stockholder and a beneficial owner on whose behalf the nomination is made and their affiliates and associates, or others acting in concert, on the one hand, and each proposed nominee, and his/her affiliates and associates, or

others acting in concert, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 under Regulation S-K if the stockholder were a “registrant,” all as described in our Bylaws. The notice must also include certain additional information about and representations by the stockholder and/or the beneficial owner, all as detailed in our Bylaws.

Stockholders and other interested parties may communicate directly with the Board, with any director, including our Presiding Director, or with the independent directors as a group or any other group of directors by writing to our Corporate Secretary at Shutterstock, Inc., 350 Fifth Avenue, 21st Floor, New York, New York 10118, with a request to forward the communication to the intended recipient or recipients. Messages received with such a request will be forwarded to the appropriate director or directors.

Our corporate governance materials are posted on our Investor Relations website (investor.shutterstock.com) under the link for “Corporate Governance.” In addition, stockholders may obtain paper copies of our corporate governance materials by sending a written request to Shutterstock, Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 21st Floor, New York, New York 10118.

The names of our directors and executive officers and their ages, positions and biographies as of April 24, 202022, 2021 are set forth below. Our executive officers are appointed by, and serve at the discretion of our Board. There are no family relationships among our directors or executive officers.

from April 2015 to October 2016, and served in multiple capacities at ExlService Holdings, a business process solutions company, from February 2005 to April 2015, advancing to Senior Vice President, Controller. Mr. Yahes earned a B.S. in applied economics from Cornell University and an MBA from the University of California at Berkeley.

Our Board is divided into three classes for purposes of election. One class is elected at each Annual Meeting of Stockholders to serve for a three-year term. In connection with the Board’s review of our Board leadership structure and the subsequent appointment of Jon Oringer as Executive Chairman and Stan Pavlovsky as Chief Executive Officer and member of the Board, in February 2020, the Board increased the size of the Board from six to seven directors and appointed Mr. Pavlovsky to the Board. In December 2020, the Board further increased the size of the Board from seven to eight directors and appointed Mr. Upshaw to the Board. The directors are classified into three classes as follows: Jonathan Oringer, Rachna Bhasin and Stan Pavlovsky each serve as a Class I directorsdirector with a term ending at the 2022 Annual Meeting of Stockholders; Deirdre Bigley, and Jeff Epstein and Alfonse Upshaw each serve as a Class II directorsdirector with a term ending at the 20202023 Annual Meeting of Stockholders; and Thomas R. Evans and Paul J. Hennessy each serve as a Class III directorsdirector with a term ending at the 2021 Annual Meeting.

Our Nominating and Corporate Governance Committee is charged with identifying, evaluating and recommending director nominees to the full Board, as well as considering candidates for election to the Board recommended by stockholders. In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee takes into account many factors, including international business experience; experience in industries beyond technology; financial experience and a good reputation within the financial community; business management experience and the potential to succeed top management in the event Board intervention is necessary on an unexpected basis; business contacts, business knowledge and influence that may be useful to our business and product lines; and knowledge about our industries and technologies. The Nominating and Corporate Governance Committee will also factor into its determination the following qualities with respect to potential director nominees:

AlthoughOne of our core principles is to “Seek Diversity,” and, to further promote that principle, we do not haveadopted a formalDiversity, Equity & Inclusion Mission Statement that states our goal, among others, of building a workforce that is, at all levels, representative of the diverse global community we serve. The Board shares the Company’s commitment to fostering inclusion and diversity, policy,and is committed to having its members represent a variety of identities, perspectives, backgrounds, and personal and professional experiences, bringing a broad variety of expertise to support the Company’s goals. The Board also evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on its diversity of experience,

represent stockholder interests through the exercise of sound judgment. The below graphs show the self-identified diversity characteristics provided by our Board members.

In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board as well as the director’s service on the boards of other public companies to ensure that the director can carry out director duties in a responsible manner.

We have adopted a director resignation policy, pursuant to which any nominee for director who, in an uncontested election, receives more votes “WITHHELD” than “FOR” his or her election is expected to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee and subsequently by the Board. Our director resignation policy is incorporated into our Corporate Governance Guidelines, a copy of which can be found through the “Corporate Governance” link on our Investor Relations page at investor.shutterstock.com.

Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, has voted to nominate Ms. BigleyMr. Evans and Mr. EpsteinHennessy for election to the Board as a Class IIIII directors at the 20202021 Annual Meeting to serve for a term of three years until the 20232024 Annual Meeting of Stockholders, and until their respective successors have been elected and qualified or, if sooner, until their respective resignation or removal. Ms. BigleyMr. Evans and Mr. EpsteinHennessy are currently members of the Board.

We have a strong commitment to effective corporate governance and have in place a comprehensive corporate governance framework for our operations. We have adopted Corporate Governance Guidelines, last amendedreviewed and approved in January 2020,2021, which, in conjunction with our amended and restated certificate of incorporation (the “Charter”), our Bylaws, and charters of the standing committees of our Board, form the framework for our corporate governance.

We have also adopted a Code of Business Conduct and Ethics (“Code of Ethics”), last amendedreviewed and approved in January 2020,2021, that applies to all of our directors, officers and employees, including our senior financial officers. Our Code of Ethics requires, among other things, that all of our directors, officers and employees comply with all laws, attempt to avoid conflicts of interest, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. In addition, our Code of Ethics imposes obligations on all of our directors, officers and employees to maintain books, records, accounts and financial statements that are accurate

and that comply with applicable laws and with our internal controls, as well as providing for disclosure controls and procedures.

A copy of any of the policies set forth above may be requested from the Corporate Secretary, Shutterstock, Inc., 350 Fifth Avenue, 21st Floor, New York, New York 10118.

Our Corporate Governance Guidelines state that a majority of the Board will consist of directors who meet the independence requirements of the NYSE listing standards, as well as the criterion related to contributions to tax-exempt organizations. A copy of our Corporate Governance Guidelines, which include our definitions for independence, can be found on our Investor Relations website at investor.shutterstock.com under the link for “Corporate Governance.” Our Board conducts an annual review to determine whether each of our directors qualifies as independent as defined in our Corporate Governance Guidelines and the NYSE listing standards applicable to board composition. The Board makes an affirmative determination regarding the independence of each director, based upon the recommendation of the Nominating and Corporate Governance Committee.

Executive Chairman Roles and Responsibilities

In his role as Executive Chairman, Mr. Oringer focuses on the leadership of the Board, including ensuring that Board functions are effectively carried out and, where functions have been delegated to Committees of the Board, that the results are reported to the Board; ensuring that the interests of various stakeholders are considered by the Board; engaging with our Presiding Director to facilitate communication between management and the independent directors; providing input on the performance of the Chief Executive Officer and acting as primary spokesman for the Board.

Mr. Oringer also meets regularly with Mr. Pavlovsky, our Chief Executive Officer, to advise and counsel across a wide range of issues; participates in discussions on the Company’s long-term growth, including discussions on strategic planning and capital allocation; is available to the executive leadership team and other management to provide feedback and advise, where needed; and works with Mr. Pavlovsky and management to drive key business relationships and growth.

Effective risk management is critical to our Company’s ability to achieve its strategy. The Board oversees management in exercising its responsibility for managing risk, considering our robust framework of policies, procedures, and processes to anticipate, identify, assess, prioritize, and mitigate risks across the Company. Responsibility for managing risk rests with executive management while the Board and its committees participate in oversight of the process. Specifically, the Board has responsibility for overseeing the strategic planning process, reviewing and monitoring management’s execution of the Company’s strategic and business plans, and selected

risk areas. Each Board committee is responsible for oversight of specific risk areas relevant to their respective committee charter.

The oversight responsibility of the Board and its committees is informed by reports from our management team and our internal audit function that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. Specifically, the Company has robust internal processes and an internal control environment that facilitate the identification and management of risks and regular communication with the Board and its committees. These include an enterprise risk management assessment, regular internal management Disclosure Committee meetings, a Code of Business Conduct and Ethics and a comprehensive

Each committee reports regularly to the Board with respect to such committee’s particular risk oversight responsibilities.

Highlight on the Board Role’s in Oversight of Human Capital Management

The Board has long recognized that our employees are some of our most important assets and is engaged with management on ensuring that our Company is an employer of choice for the most talented employees in our industry. While the full Board discusses human capital management with regards to its role in overseeing our overall long-term strategy, our Compensation Committee has responsibility for overseeing human capital management. The Compensation Committee is tasked with overseeing specific initiatives on a regular basis, including, among other tasks:

Highlight on the Board Role’s in Oversight of Cybersecurity and Data Privacy

The Board and the Audit Committee are each involved in oversight of the Company’s management of cybersecurity risk. Cybersecurity is vital to protecting proprietary and confidential information and the trust of our customers, contributors and employees. To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. The Audit Committee receives regular reports from the then-current Chief Information Security Officer and Chief Technology Officer, as applicable, on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape.

The Audit Committee regularly briefs the full Board on these matters. The Board and its committees also discuss recent incidents throughout the industry and the emerging threat landscape.

Stockholders and other interested parties may communicate directly with the Board, with any director, including our Presiding Director, or with the independent directors as a group or any other group of directors by writing to our Corporate Secretary at Shutterstock, Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 21st Floor, New York, New

During 2019,2020, the Board held 12five meetings and additionally took action on two occasions by unanimous written consent. Each of our directors attended, in person or by telephone, at least 75% of the total number of meetings of both the Board of Directors and Board committees on which such director served during the period. Under our Corporate Governance Guidelines, each of our directors is strongly encouraged to make every effort to attend our annual meetings. AtAll directors serving at the time of our 2019the 2020 Annual Meeting we had five directors, four of whomStockholders attended the 2019 Annual Meeting.meeting.

Executive sessions of our independent directors are generally held in connection with regularly scheduled Board meetings and are chaired by our Presiding Director. Our standing committees also generally meet in executive sessions at the end of each committee meeting.

Each of our standing committees has a written charter approved by the Board that establishes the committee’s roles and responsibilities. Copies of the charters for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee can be found on our Investor Relations website at investor.shutterstock.com under the link for “Corporate Governance.” Please note that information on, or that can be accessed through, our website is not part of the proxy soliciting materials, is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities

“Securities Act”), or the Exchange Act, and, except for information filed by the Company under the cover of Schedule 14A, is not deemed to be proxy soliciting materials.

Audit Committee

The primary purpose of our Audit Committee is to assist the Board in its oversight of our corporate accounting and financial reporting process and internal controls over financial reporting. As more fully described in its charter, the Audit Committee’s responsibilities include:

Our Audit Committee currently consists of Mr. Epstein,Upshaw, who serves as its chairman, Mr. Epstein, Mr. Evans and Mr. Hennessy. The Audit Committee met sixeight times during 20192020 and additionally took action on two occasionsone occasion by unanimous written consent. The Board, in its business judgment, has determined that each director serving on the Audit Committee meets the independence criteria prescribed by the Exchange Act and SEC rules and regulations and meets the NYSE’s financial literacy requirements for audit committee members. The Board has also determined that Mr. EpsteinUpshaw qualifies as an audit committee financial expert within the meaning of SEC rules.

The primary purpose of our Compensation Committee is to assist the Board in overseeing our compensation program. As more fully described in its charter, the Compensation Committee’s responsibilities include:

disclosure and related tabular presentations for our named executive officers and, based on this review and discussions, making a recommendation to include the CD&A disclosure in the Company’s annual public filings.

The engagement of any compensation consultants, legal counsel or other advisors rests exclusively with our Compensation Committee, which has sole authority to retain and terminate any compensation consultant, counsel or other advisor that it uses.

Our Compensation Committee currently consists of Ms. Bigley, who serves as its chairperson, Ms. Bhasin, Mr. Evans and Mr. Hennessy. The Compensation Committee met seven times during 20192020 and additionally took action on tenfive occasions by unanimous written consent. The Board, in its business judgment, has determined that each

The primary purposes of our Nominating and Corporate Governance Committee are to assist our Board in identifying individuals qualified to become members of our Board, to oversee the evaluation of our Board and management and to review and update our corporate governance principles. As more fully described in its charter, the Nominating and Corporate Governance Committee’s responsibilities include:

Our Nominating and Corporate Governance Committee currently consists of Mr. Evans, who serves as its chairperson, Ms. Bhasin, Ms. Bigley and Mr. Epstein. The Nominating and Corporate Governance Committee met threetwo times during 20192020 and additionally took action on one occasiontwo occasions by unanimous written consent. The Board, in its business judgment, has determined that each director serving on the Nominating and Corporate Governance Committee meets the independence requirements prescribed by the NYSE.

The members of our Compensation Committee during 20192020 were as follows: Deirdre Bigley, Rachna Bhasin, Thomas R. Evans and Paul J. Hennessy. Each of the members of our Compensation Committee during 20192020 is or was a non-employee director and was never an officer or employee of the Company or any of its subsidiaries. None of our executive officers currently serves, or in the past has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or on our Compensation Committee.

The Board is divided into three classes. Directors are elected by class, for three-year terms. The Nominating and Corporate Governance Committee recommended, and the Board has nominated the two Class IIIII directors, Deirdre BigleyThomas R. Evans and Jeff Epstein,Paul J. Hennessy, as nominees for election as members of our Board at the 20202021 Annual Meeting.

Ms. BigleyMr. Evans and Mr. EpsteinHennessy have each has agreed to serve as a director of the Company if elected. The term of office of a director elected at this 20202021 Annual Meeting will continue until the Annual Meeting of Stockholders held in 20232024 or until such director’s successor has been duly elected and qualified, or until such director’s earlier resignation or removal.

Unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for these nominees, who are all presently directors of the Company. In the event that any nominee becomes unavailable or unwilling to serve as a member of our Board, the proxy holders will vote in their discretion for a substitute nominee, or if a substitute nominee cannot be identified, the Board may reduce the size of the Board.

A plurality of the votes cast in the election of directors is required to elect a nominee to our Board. The Board has adopted a director resignation policy, pursuant to which any nominee for director who, in an uncontested election, has more votes “WITHHELD” than “FOR” his or her election is expected to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee and subsequently by the Board. Our director resignation policy is incorporated into our Corporate Governance Guidelines, a copy of which can be found through the “Corporate Governance” link on our Investor Relations page at investor.shutterstock.com.

The key qualifications, skills or attributes of the members of the Board whose terms or directorships do not expire at the 20202021 Annual Meeting are set forth below.

The Compensation Committee reviews director compensation periodically and recommends changes to the Board, when it deems appropriate, taking into account various factors, including the responsibilities of directors generally and the responsibilities of committee chairs, and the Company’s performance, and based on market information provided by Aon Hewitt, an independent compensation consulting firm. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation. Directors who also serve as employees of the Company do not receive payment for services as a director.

In December 2018, our Compensation Committee recommended, and our Board approved, a revised non-employee director compensation policy, or the director compensation policy, which establishes compensation to be paid to our non-employee directors as an inducement to obtain and retain the services of qualified persons to serve as members of our Board. The revised director compensation policy became effective on January 1, 2019.

The goal of the director compensation policy is to provide compensation for our non-employee directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee the Company’s affairs. The director compensation policy is also intended to align the interests of our directors and our stockholders, and we have chosen to do so by compensating our non-employee directors with a mix of cash and equity-based compensation.

Under the director compensation policy, each of our non-employee directors receives an annual fee of $50,000. In addition, the chairperson and members of our Audit, Compensation, and Nominating and Corporate Governance Committees are entitled to receive annual retainer fees payable quarterly in arrears (and prorated in the event of service less than an entire quarter) as follows:

Pursuant to our director compensation policy, each non-employee director receives a restricted stock unit (“RSU”) award with a cash value equal to $150,000 upon election and annually thereafter, with the grant date of such annual award to be the date of our annual meeting of stockholders. These RSUs vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date immediately preceding the date of our annual meeting of stockholders for the year following the year of grant for the award, subject in each case to the non-employee director’s continued service to the Company through the vesting date. If a non-employee director is appointed to the Board at any point other than at the annual meeting of stockholders, the initial director grant is prorated.

The number of RSUs subject to the grant is determined by dividing the cash value of the award by the average of our closing price for a share of our Common Stock during the 30 trading-day period ending on the date immediately prior to the grant date, rounded down to the nearest whole number of shares. These RSU grants are issued pursuant to and are subject to the terms and conditions of our Amended and Restated 2012 Omnibus Equity Incentive Plan (the “Amended and Restated 2012 Plan”) and the terms of the RSU agreements entered into between each non-employee director and the Company. Furthermore, the vesting for any equity awards to our non-employee directors terminate, and all such awards become fully vested, upon a change in control of the Company.

The Company also provides our non-employee directors the option to elect to defer the settlement of the vested shares subject to their RSU grants to be issued on the earliest of a fixed date in the future or the date of the non-employee director’s separation from service, and the date of a change in control of the Company.

Our Amended and Restated 2012 Plan limits the maximum aggregate value of awards granted under the Amended and Restated 2012 Plan (based on their grant date fair value for financial reporting purposes) and cash payable to any individual non-employee director in any fiscal year to $750,000, subject to extraordinary circumstances, at the recommendation of the Board. The Board believes this is a meaningful limit on total director compensation and as set forth in our Director Compensation Table below and described above, the actual amounts paid to our non-employee directors are lower than the limit.

The following table provides information on the amount of compensation received by our non-employee directors for the year ended December 31, 2019.2020. Information regarding the compensation of Mr. Oringer who served as our Chief Executive Officer for the year ended December 31, 2019 as well as a member of our Board,and Mr. Pavlovsky is set forth in the Summary Compensation Table included elsewhere in this proxy statement. Information regarding

Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our Common Stock must report their initial ownership of our Common Stock and any changes in that ownership to the SEC. The SEC has designated specific due dates for these reports and we must identify in this proxy statement those persons who did not file these reports when due. We believe that during 2019,2020, our directors, executive officers and 10% stockholders complied with the Section 16(a) filing requirements, with the exception of a late Form 4 filing for Mr. Pavlovsky, in connection with a grant of restricted stock units on April 1, 2019.requirements. In making these statements, we have relied upon the examination of copies of Forms 3, 4 and 5, and amendments to these forms, provided to us and the written representations of our directors, executive officers and 10% stockholders.

The discretionary structure of our compensation program allows our Board and our Compensation Committee to determine pay based on a comprehensive view of the quantitative and qualitative factors they believe best reflect the results that will produce long-term business success. The Board and the Compensation Committee maintains a strong correlation between our financial results and Company objectives and NEO compensation actually awarded.

We designed our compensation programs for NEOs to attract, motivate and retain the key executives who drive our success. Pay that reflects performance and alignment of that pay with the interests of our stockholders are the key principles that underlie our compensation program and decisions. In that regard, we:

Although the vote in this Proposal 2 is non-binding, the Board and the Compensation Committee value the opinions of the stockholders and will review the voting results and consider the outcome of the say-on-pay vote and stockholder concerns, along with other relevant factors, when making future compensation design decisions.

In accordance with the wishes of our stockholders based on a vote in 2015 regarding the frequency of say-on-pay proposals, we currently hold our say-on-pay vote every year. Accordingly, we are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement by voting “FOR” the following resolution at the 20202021 Annual Meeting:

This Compensation Discussion and Analysis explainsdescribes our executive compensation program and the decisions made in 2020 as it pertainsthey pertain to each individual who served as our Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three other most highly compensated executive officers.officers as of the end of our fiscal year ended December 31, 2020, as well as certain former executive officers who served in their role in 2020. Throughout this document, these executives are collectively referred to as our “NEOs” or our “named executive officers.” OurDuring fiscal year 2020, our named executive officers and their applicable titles, for the year ended December 31, 2019, were:

This Compensation Discussion and Analysis is organized into four sections:

We are a leading global technology company offering a creative platform for high-quality content, tools and services.services to businesses, marketing agencies and media organizations around the world.

As such, ourOur long-term success depends, in part, on our ability to attract, engage, motivate and retain highly talented individuals who are committed to our vision, strategy and values. One of the key objectives of our executive compensation program is to link executives’ pay to theirmaintain a strong alignment between corporate performance and their advancementexecutive compensation by tying incentive compensation to the achievement of performance metrics that we believe increase the Company’s long-term value and align our executives’ interests with the interests of our overallstockholders.

In response to the uncertainty around the potential impact of the COVID-19 pandemic, Mr. Pavlovsky elected to defer the effectiveness of a salary increase in connection with his appointment to Chief Executive Officer for six months. As more fully described below, in light of the COVID-19 pandemic, determination of the performance measures for a portion of the long-term equity grants awarded in April 2020 was completed later than usual and targets for the annual cash bonus plan, which were originally set in January 2020, were reviewed and long-term performanceupdated in July 2020, in each case to take into account the Company’s revised business strategy.

Fiscal 2020 was a year of unprecedented business circumstances that presented both challenges as well as opportunities for us. During fiscal 2020, we continued to grow and make strategic investments while navigating our business strategies. Other objectives include aligningthrough the COVID-19 pandemic. Despite the COVID-19 pandemic, we completed a successful fiscal

2020 where we grew net revenue and active subscribers, grew our NEOs’ interests with thosecapabilities through strategic asset acquisitions and made further investments in talent and technology infrastructure.

Over 2.0 million active, paying customers contributed to our revenue in 2020. As of the end of fiscal 2020, more than 1.6 million approved contributors made their images, footage and music tracks available in our collection, which has grown to more than 360 million images and more than 21 million footage clips as of December 31, 2020. This makes our collection of content one of the largest of its kind, and we delivered 180.0 million paid downloads to our customers across all of our stockholdersbrands during fiscal 2020. The majority of our content licenses and encouraging high-performing executives to remain with the Company over62% of our revenue came from our E-commerce sales channel in fiscal 2020.

Over the course of their careers. We believefiscal 2020, we invested aggressively in product development and cloud-based hosting infrastructure to support the quality of the user experience we provide on our websites, especially the efficiency and speed with which our search interfaces and algorithms help customers find and download the content that they need, the amount of compensation for each NEO reflects experience, responsibilities, performance and servicedegree to Shutterstock andwhich our stockholders.

(1)    For additional information regarding our financial results, please see our 2020 Annual Report, including “Item 7. Management’s Discussion and improved content discovery.Analysis of Financial Condition and Results of Operations.” For example, the deep learning models we have built allow us to safely filter content fora description of our customers in order to satisfy their usage needs.

(2)    Foreign currency fluctuations did not have a significant slowdown in growth for our Enterprise channel and we started to implement multiple changes in 2019 to drive growth within this channel. Our Adjusted EBITDA also saw declines as compared to 2019, and we are focusedimpact on prudent cost management to deliver improvements in our margins.full year 2020 revenue.

We also advance our compensation practices through effective corporate governance and have adoptedmaintain the following corporate governance practices and policies that our Board believes help to advance our compensation goals, including:

Our philosophy with regard to the compensation of our executive officers, including our named executive officers, is to attract and retain high performers, and motivate them to pursue our corporate and business objectives that are intended to create long-termlong-

term value for our stockholders. We strive to provide compensation packages that are

Our executive compensation program is designed to:

Since 2015, we have conducted an annual advisory vote to approve the compensation of our named executive officers. While this vote is not binding on us, the Board, or the Compensation Committee, we believe that it is important for our stockholders to have an opportunity to vote on this proposal on an annual basis as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in this proxy statement. To the extent there is any significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and the Compensation Committee will evaluate what actions may be necessary to address those concerns.

At our 20192020 Annual Meeting, approximately 99.4%98.6% of the votes cast by stockholders on the advisory vote on executive compensation were in favor of the compensation of our named executive officers. The Board and Compensation Committee reviewed these final vote results and determined that, given the significant level of support of our approach to compensation by our stockholders, stockholders were not demanding significant changes to our executive compensation policies. However, we regularly review our executive compensation to ensure compliance with our pay-for-performance philosophy and when evaluating the other factors and data discussed in this Compensation Discussion and Analysis, the Board and the Compensation Committee determined to update our 20192020 compensation programs and policies to further align executive compensation with our performance by granting PSUs.continuing to grant performance-based restricted stock units (“PSUs”) to our named executive officers.

Our Compensation Committee is responsible for overseeing all aspects of our executive compensation programs, including executive salaries, payouts under our Short-Term Incentive Plan, the size and structure of equity awards and any severance or change in control benefits. In carrying out its responsibilities, the Compensation Committee reviews, evaluates and approves the compensation arrangements, plans, policies, and practices for our executive officers.

compensation for all the executive officers.

Potential adjustments to our executive officers’ compensation (including salary and annual incentive opportunities) are considered by the Compensation Committee annually and upon significant role changes. Any adjustments are typically set at a Compensation Committee meeting early in the calendar year after the Board has reviewed the Company’s performance for the past year and prospects for the year ahead, although individual executive performance is evaluated on an ongoing basis and, accordingly compensation decisions may be made throughout the year.

In connection with determining compensation, our Compensation Committee has, in the past, retained the services of Aon Hewitt, as its independent compensation consultant to provide advice and recommendations on the amount and form of executive compensation. Aon Hewitt was selected by and reports to the Compensation Committee and does not provide any other services to the Company. Our Compensation Committee periodically seeks input from Aon Hewitt on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. Aon Hewitt also provides general observations on the Company’s compensation programs, including the compensation of our Chief Executive OfficerChairman and the design of our PSUs, each as described below.

Our Compensation Committee considered and assessed all factors relevant to Aon Hewitt’s independence, including factors specified in NYSE listing standards and Rule 10C-1(b) of the Exchange Act, as well as certain other factors that could give rise to a potential conflict of interest with respect to the work of Aon Hewitt. Based on this assessment, our Compensation Committee confirmed that no conflicts of interest were raised by the work performed by Aon Hewitt.

Our Compensation Committee also administers our cash-based and equity-based compensation plans and reviews our executive compensation program from time to time, including such compensation plans, to determine whether they are appropriate, properly coordinated, and achieving their intended purposes, and to make any modifications to existing plans and arrangements or to adopt new plans or arrangements.

We aim to compensate our executive officers at levels that are commensurate with competitive levels of compensation for executives in similar positions at peer companies, with whom we compete to hire and retain executive talent, although we do not attempt to link any single element of compensation to specific peer company percentiles or ratios. Market data is just one of a variety of factors considered in determining base salary, bonus targets, long-term equity awards and total compensation levels. The Compensation Committee and management believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by the executive officers because compensation benchmarking does not take the specific performance of the executive officers, or the performance of the Company, into account.

In February 2019, theThe Compensation Committee periodically reviews the composition of our peer group to determine whether any changes are appropriate. The Compensation Committee, in consultation with recommendation from Aon Hewitt, reviewed and approved a new peer group updated from a peer groupin February 2019 that was first utilized in 2015, for use in developing recommendations for 2019 compensation levels, including for Mr. Oringer. The 19 companies in the peer group in respect of 2019 compensation matters consistconsisted of technology and software services companies that are similar to us in industry code, revenue, market capitalization and sales growth. Specifically, Aon Hewitt andSince the Compensation Committee focused on companies within the range of 0.4x to 2.5xinitial identification of the Company’s revenues and/or market capitalization and with additional consideration for companies within the technology industry. The 2019 peer group includecompanies, five are no longer publicly traded. Our current peer group, which was used in making compensation decisions in fiscal 2020, includes the following:

The principal elements of our executive compensation program are set forth in the following table and described in more detail below.

In general, annual cash bonuses for our NEOs, other than Mr. Oringer, and other executive officerskey employees are determined under our Short-Term Incentive Plan. The Short-Term Incentive Plan is an “at risk” bonus compensation program designed to foster a performance-oriented culture, where individual performance is aligned with the Company’s financial and business objectives. Our Short-Term Incentive Plan provides guidelines for the calculation of annual non-equity, incentive-based compensation that is subject to the Compensation Committee’s oversight and modification.

Each of our NEOs other than Mr. Muchnick has an employment agreement that provides for discretionary annual incentive compensation payable in cash upon the satisfaction of Company financial and business objectives approved by the Compensation Committee, as well as taking into consideration individual performance.

The target incentive compensation for fiscal 20192020 for each of our NEOs, other than Mr. Oringer, as a percentage of the NEO’s base salary at the end of 2019 (or in the case of Mr. Berns, at the time of his departure)2020 is set forth below:

Our Short-Term Incentive Plan was designed to reward our executive officers based on achievement of pre-established Company performance goals and the individual contribution of each executive to that performance. Specifically, in 2019,2020, the Company performance metrics were based on achievement of (i) revenue;revenue and (ii) adjusted EBITDA; and (iii) certain strategic and operational business objectives,EBITDA, with a relative weighting of 37.5%, 37.5%50% and 25%, respectively.50%. In addition, the Compensation Committee has discretion to

increase or decrease the bonuses that otherwise would be paid under the Short-Term Incentive Plan based on an individual executive officer’s actual performance versus the specified goals. Consistent

The Compensation Committee chose the revenue and adjusted EBITDA measures with the belief that they motivate our executives to drive Company growth and profitability. To reflect performance above or below targets, achievement of the revenue and adjusted EBITDA goals are measured against sliding scales that provide for annual incentive compensation philosophy, our Compensationbonus payouts greater than the target bonus if results are greater than target or less than the target bonus if results are lower than the target. In January 2020, the Committee established the performance goals for these two financial metrics before the onset of the COVID-19 pandemic. In setting the business performance scales, the Committee considered target Company performance under the challenging board-approved annual financial and long-term strategic plans, the potential payouts based on achievement at different levels on the sliding scale and whether the portion of incremental earnings paid as bonuses was appropriate. The targets, in 2019approved before the impact of the COVID-19 pandemic, were designed to be challenging while recognizing the economic environment existing at the time the goals were established, including the prospect of continued global macroeconomic, retail and consumer headwinds. The COVID-19 pandemic caused unforeseen disruption and volatility to business markets around the globe in a variety of ways and, as a result, in July 2020, the Compensation Committee reviewed and approved a revision to the performance goals that had been previously set that lowered the revenue target, but reachable with exemplary corporate performance.would still require achievement meaningfully above the then current management forecasts for target payout to be achieved and did not change the adjusted EBITDA targets.

For 2019,2020, our specific financial targets were $705.0$626.0 million in revenue and $127.0$114.0 million in adjusted EBITDA. Our strategic and operational business objectives, which we established in the context of, and viewed as critical to, achieving and furthering our short- and long-term financial goals, included (i) delivering a unified, performant and conversion optimized experience to users and streamlining our infrastructure and removing legacy services to enable a better experience globally for our users; (ii) improving customer, contributor and partner experiences in international markets through personalization and localization and optimizing the value of our marketing and sales investments through customer segmentation and focus on pricing and packaging; and (iii) radically improving the efficiency and effectiveness of our people, processes and technology. These strategic and operational objectives defined desired outcomes and results for each of our executive officers in 2019.

Payout percentages resulting from achievement of revenue and adjusted EBITDA targets relative to the established targets are set out intarget range from no payout for achievement under 91.5% of the table below.

In February 2020,2021, the Compensation Committee reviewed actual results for 20192020 with respect to revenue and adjusted EBITDA and the Compensation Committee determined that the Company achieved the following financial results and payout percentages:

Individual bonus payments are based on a formula determined by taking each person’s base annual compensation, multiplied by aan individual target bonus percentage, multiplied by the Company achievement score expressed as a percentage. Bonus amounts paid to any employee or executive can then be increased or decreased, regardless of that person’s target bonus or specific corporate performance metrics, based on individual performance.

In determining to exercise upwardthis downward discretion in respect of NEO bonus payouts, the Committee took into consideration that (a) it did not adjust(i) the bonusCompany had exceeded targets, in August 2019(ii) applying the originally contemplated payout structure may have negatively impacted the goal of promoting employee satisfaction and retention and (iii) the recommendation of management to matchequalize the revised financial forecast; (b) there was significant management turnover in 2019 and the executive team displayed continued leadership during such turnover; (c) the executive team spent a significant amount of time developing a long-term strategic plan for the Company; and (d) the executive team addressed key areas of improvement with respect to managing the cultureimpact of the Company.company’s over-target performance results for all bonus participants. Given these considerations and the Committee’s decision to fund the bonus pool at 65%,117.1% for all employees, the Committee awarded the NEOs the bonus amounts set forth in the table below.

Long-term incentives represent the primary component of compensation at the Company and are designed to reward participants the way stockholders are rewarded:rewarded, through growth in the value of our Common Stock. Our executive officers, including our NEOs receive either stock options, RSUs or PSUs, or a combination of any of the three. Regardless of the form of award, the overarching purpose of our long-term incentive grants is to align executives’ interests with those of our stockholders, reward employees for enhancing stockholder value and attract and retain our executive officers.

In determining the size of equity-based awards for existing executive officers, the Compensation Committee, upon recommendationrecommendations of our Executive Managers,management, as applicable, considers various subjective factors primarily relating to the responsibilities of the individual executive officer, past performance, and the executive officer’s expected future contributions and value to the Company. In making a recommendation to the Compensation Committee, our Executive Managers, as applicable, in conjunction with our Chief Human Resources Officer,management also considers the executive officer’s historic total compensation, including prior equity grants and exercise history, as well as the number and value of shares owned by the executive officer or which continue to be subject to vesting under outstanding equity grants previously made to such executive officer.

In determining the size of equity-based awards for new hires, the Compensation Committee and Chief Executive Officer consider a variety of factors, including past compensation from the executive officer’s former employer, the

Long-term incentive awards are typically granted annually or upon hire, but the Compensation Committee may award equity at other times during the year to further reward or to encourage retention of our executive officers, including our NEOs. For both new hire and periodic equity grants, the Executive Managers and Chief Human Resources Officer developmanagement develops grant recommendations for the Compensation Committee by subjectively evaluating the factors above, as applicable, to set a total compensation target for each executive officer and then designing equity awards to help meet those total compensation targets based on stock price appreciation assumptions, taking into account the executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any. In this process, the Executive Managers and Chief Human Resources Officer viewmanagement views projected total compensation for a given year as cash compensation expected to be earned in that year plus an assumed value of stock-based compensation vesting in that year. Because we focus on total compensation over time and take into account existing compensation, equity awards for a smaller number of shares do not necessarily reflect lower total compensation and equity awards for a larger number of shares do not necessarily reflect higher total compensation.

Except for the stock options granted to Mr. Oringer in 2014, which are more fully described above under “Executive Compensation Philosophy & Objectives - Chief Executive OfficerChairman Compensation,” stock options are granted under the Amended and Restated 2012 Plan at an exercise price equal to the closing price of our Common Stock on the grant date. The number of options granted to an executive is determined by dividing the fair market value of the option award by the Black-Scholes valuation on the grant date, rounded down to the nearest whole number of shares. We do not issue stock options with accelerated vesting features, except as specified in certain employment agreements.

Although we are required to recognize a charge for the value of an option when granted that might be disproportionate to the value received by the recipient upon exercise, we believe the granting of options is

performance-based and aligns the interests of recipients with those of stockholders because the recipient only realizes value if our Common Stock appreciates above the grant date price.

Under the Amended and Restated 2012 Plan, we grant RSUs, which are the right to receive shares of our Common Stock, that are subject to continued employment through the applicable vesting date. The number of RSUs granted to an executive is determined by dividing the fair market value of the RSU grant by the average of the Company’s closing price for a share of Common Stock on each trading day during the thirty (30) trading days period ending on the date immediately prior to the grant date. RSUs are granted to executive officers, including our NEOs, to serve primarily as a retention mechanism and to award individual performance.

Stock option or RSU grants to our executive officers, including our NEOs, are nowcurrently structured to vest in equal installments over three years to balance the objective of retaining and incentivizing our executive officers, achieving key short-term deliverables with respect to our financial performance, and the long-term stability of the organization.

In April 2019, the Compensation Committee determined it was in the best interest of the Company, as part of the overall long-term incentive compensation program, to grant our executive officers PSUs similar to the PSUs granted to Mr. Oringer, and as more fully described above under “Executive Compensation Philosophy & Objectives - Chief Executive Officer Compensation.” The PSUs granted in 2019 are designed to focus our executive officers on achieving important long-term financial objectives over a three-year period. A portion of the PSUs vest annually, contingent on continued service and the achievement of the specified performance goals in the specific years. The planannual targets for each of the PSU grants were set by the Compensation Committee over a three-year period based on the Company’s strategic objectives and goals, which we consider to be confidential and disclosure of those targets could provide information that could lead to competitive harm, and for this reason the targets themselves have not been disclosed at the time of grant; however, the Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. Information about the payout results as a percentage of target as well as the resulting payout for the applicable fiscal year PSUs as a percentage of target after the end of the applicable performance period are being disclosed for the years that have been completed. For each tranche of the PSU award that is eligible to vest on a vesting date, vesting is contingent on the Company achieving at least a threshold of the performance metrics goal for the fiscal year prior to the fiscal year in which the vesting date occurs, under the following schedule:

In February 2020, the Compensation Committee reviewed and approved additional PSU grant amounts (“2020 PSUs”) prior to the resultonset of the COVID-19 pandemic, with plan payout based on Adjusted EBITDA margins and

revenue growth. The performance metrics initially approved by the Compensation Committee were reviewed in light of the uncertainties created by the COVID-19 pandemic and, in July 2020, the Compensation Committee approved a slightly lower final revenue performance metric as it related to the first tranche of the 2020 PSUs only. The 2020 PSUs comprise three tranches of annual performance periods with performance targets for each annual tranche, and do not include the rollover feature for years in which at least threshold performance is not achieved. The Compensation Committee did not modify the Adjusted EBITDA margin performance metric for the awardsfirst tranche of the 2020 PSUs or the revenue or Adjusted EBITDA margin performance metrics for Mr. Oringer, for 2019, the Company achievedtwo subsequent annual tranches of the 2020 PSUs.

The table below summarizes the long-term incentive grants made to our NEOs other than Mr. Oringer, in 2019. Mr. Oringer’s was granted PSUs in 2019, which are more fully described above under “Executive Compensation Philosophy & Objectives - Chief Executive Officer Compensation.”2020.

(1) Mr. Berns’ employment withMuchnick separated from the Company ended in June 2019. Under the terms of his separation agreement, Mr. Berns’ accelerated vesting in respect of stock optionseffective January 11, 2021 and, RSU vesting through June 25, 2020,pursuant to a severance and he remained eligible for prorated vesting of the first tranche of PSUs granted in 2019.general release, forfeited all unvested outstanding equity awards.

All equity awards granted in 20192020 to our NEOs vest in equal annual installments over three years at 33.3%, 33.3% and 33.4%, respectively, subject to the NEO’s continued service with us, and performance conditions, as applicable, other than the stock options granted to Mr. Pavlovsky, which vest over annual installments over four years.applicable. We believe that, at this stage in our growth, time-based equity awards as well as performance-based equity awards align the interests of our named executive officers with the long-term interests of our stockholders and provide incentives to our named executive officers to continue to build and grow the Company, to enhance stockholder value and to attract and retain our executives. We also aim to have NEO equity compensation our NEOs weighted more towards performance-based equity awards rather than time-based equity awards.

Other Benefits

Our named executive officers are eligible to participate in the same group insurance and employee benefit plans generally available to our other salaried employees in the United States. We provide employee benefits to all eligible employees in the United States, including our named executive officers, which our Compensation Committee believes are reasonable and consistent with its overall compensation objective to better enable us to attract and retain employees. These benefits include medical, dental and vision insurance, a 401(k) plan with a corporate match of up to 50% of eligible payroll contributions including catch-up contributions, life and disability insurance, business travel insurance, flexible spending accounts, fitness reimbursements, learning and development opportunities and other plans and programs. At this time, we do not provide any other special plans or programs for our named executive officers. Employee benefits and perquisites are reviewed from time to time to ensure that benefit levels remain competitive for the Company as a whole, including for our named executive officers. We do not offer special or extraordinary perquisites to our named executive officers.

The prior three sections of this CD&A describe how we think about compensation and how that affects our pay practices. Other compensation related details that may be important to our investors are described below.

Our Compensation Committee assesses and considers potential risks when reviewing and approving our compensation policies and practices for our executive officers and our employees. We have designed our compensation programs, including our incentive compensation plans, with features to address potential risks while rewarding employees for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Based upon its assessment, our Compensation Committee believes that any risks arising from our compensation programs do not create disproportionate incentives for employees, including our named executive officers to take risks that could have a material adverse effect on us in the future.

Equity awards granted to our employees, including our named executive officers, are generally approved on a monthly basis by our Compensation Committee. In December 2018,2019, our Compensation Committee delegated authority to the Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and General Counsel of the Company to grant equity awards in 20192020 to employees of the Company, who are not executive officers. Grants under this delegation could not exceed 530,000 shares, net of forfeitures, in the aggregate and no grant under this delegation during any fiscal year to an individual employee can exceed $350,000 or be greater than 1.5x such person’s base salary. The delegation also provided that the restricted stock units subject to an award would be determined by dividing (x) the cash value of the award by (y) the average of the Company’s closing price for a share of Common Stock on each trading day during the thirty (30) trading days period ending on the date immediately prior to the grant date, rounded down to the nearest whole number of shares. The number of stock options subject to an award would be determined by using a Black-Scholes calculation as of the grant date. Grants of equity under this delegation are generally effective on the first business day of the month following approval of the equity award.

For newly-hired executive officers, grants of equity awards are generally effective on the first business day of the month following the date on which the executive officer commenced employment with us. For existing executive officers, grants of equity awards are generally effective on the first business day of the month following the date on which the Compensation Committee determined to make the award.

The purchase or equity exercise price of all equity awards is based on the closing price of our Common Stock on that first business day of the month, which is the date of grant.

In line with our objective to retain our executive officers and incentivizeincent them to continue to focus and remain dedicated to their responsibilities and to maximize stockholder value, including in the event of a transaction that could result in a change in control of our Company, we have entered into employment agreements with our executive officers that provide for certain severance payments in connection with certain termination events, including a termination in connection with a change in control. Further, consistent with best practices, none of our NEOs are entitled to excise tax gross-up payments. For each of our NEOs, these separation arrangements are described below under “Employment Agreements and Compensatory Arrangements” and “Potential Payments Upon Termination or Change in Control.”

In December 2016, our Compensation Committee recommended, and our Board approved, a Clawback Policy which requires the recovery of certain incentive-based compensation payments paid to an executive officer if the Company is required to prepare an accounting restatement of its financial statements as a result of material noncompliance with any financial reporting requirements under federal securities laws. The Clawback Policy became effective in April 2017.

The Clawback Policy provides that in the event the Company is required to prepare an accounting restatement of its financial statements as a result of material noncompliance with any financial reporting requirements, the Board, upon recommendation from the Compensation Committee, will make a reasonable attempt to recover any incentive-based compensation paid to an executive officer in excess of that which would have been paid under the restated financial statements. The Clawback Policy further provides that if a current or former employee who is not an executive officer committed an act or omission that contributed to the circumstances requiring the accounting

restatement and which involved negligence, misconduct, wrongdoing or violations of Company rules or of any applicable legal or regulatory requirements, the Board, upon recommendation of the Compensation Committee, will make a reasonable attempt to recover any incentive-based compensation paid to such employee in excess of that which would have been paid under the restated financial statements.

If the Compensation Committee or the Board determines that an employee, including an executive officer, committed an act or omission that contributed to the circumstances requiring the accounting restatement and which involved willful, knowing or intentional misconduct or a willful, knowing or intentional violation of any of the Company’s rules or any applicable legal or regulatory requirements, fraud or other illegal conduct, the Company will make a reasonable attempt to recover 100% of such employee’s incentive-based compensation and not just the excess.

Additionally, our Amended and Restated 2012 Plan and related award agreements provide for the recoupment of performance-based annual incentives and long-term incentives consistent with applicable law and the Clawback policy. 

Prior to its amendment by the Tax Cuts and Jobs Act of 2017 (“TCJA”), Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (“Section 162(m)”), prohibited the Company from taking a tax deduction for compensation paid in excess of $1,000,000 to a named executive officer (other than the principal financial officer), except in the case of compensation that was considered under the regulations to qualify as “performance-based compensation” or was exempt under transition period rules applicable to new public-reporting companies. Since its initial public offering in 2012, as well as in 2017, the first year in which the Company was no longer covered by the newly public company transition-period exemption, the Compensation Committee has awarded certain cash and equity based incentive compensation awards that it had intended to be exempt from the Section 162(m) deduction limitations, either in reliance on the transition rules for newly public companies, the “performance-based compensation” exception and/or the regulations generally regarding the group of executives covered by the Section 162(m) limitations. With the amendment to Section 162(m) under the TCJA, beginning in 2018, except for certain grandfathered arrangements in place prior to November 2, 2017 under the amendment’s transition rules, Section 162(m) no longer includes an exception to the deduction limitations for “performance-based compensation” and expands the group of executive officers covered by the limitation. Based on the proposed regulations published on December 20, 2019, we believe that those elements of the cash and equity-based incentive compensation granted to our executive officers prior to November 2, 2017 that were intended to be exempt from the Section 162(m) deduction should, pending any further guidance, continue to be treated as exempt from the limitations under the transition rules.

We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stock unit awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our named executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that a named executive officer is required to render service in exchange for the option or other award. Accounting rules also require us to record cash compensation as an expense over the period in which service is rendered to the Company.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

The material terms of the employment agreements and compensatory arrangements with our NEOs are set forth below.

JonJonathan Oringer

Further, if we terminate Mr. Oringer’s employment with the Company without “cause,” other than due to Mr. Oringer’s death or “disability” or Mr. Oringer resignsresigning for “good reason” (as defined in the Severance and CiC Agreement), in either case at any time during the twenty-four month period immediately following a “change of control,” Mr. Oringer will receive the “accrued benefits,” (as defined in the Severance and CiC Agreement) and,

subject to his execution of a

Mr. Oringer’s Severance and CiC Agreement contains customary confidentiality, non-competition, non-solicitation of employees or customers and non-disparagement provisions. Under the agreement, Mr. Oringer cannot compete with the Company for a 12-month period after termination. The non-solicitation and non-disparagement covenant also extends for 12 months after termination.

Stan Pavlovsky

Mr. Pavlovsky was appointed Chief Executive Officer effective April 1, 2020 and prior to that served as our President & Chief Operating Officer pursuant to an employment agreement dated February 28, 2019, which was amended on November 5, 2019 and further amended on February 11, 2020. Mr. Pavlovsky’s employment agreement, as amended, generally provides for the following key terms:

Jarrod Yahes

Mr. Yahes is employed as our Chief Financial Officer pursuant to an employment agreement dated November 7, 2019. Mr. Yahes’ employment agreement generally provides for the following key terms:

Steven Ciardiello

Mr. Ciardiello is employed as our Chief Accounting Officer pursuant to an employment agreement dated August 5, 2019 and which was amended on November 5, 2019. During 2019, Mr. Ciardiello served as our Interim Chief Financial Officer from June 25, 2019 through December 9, 2019. Mr. Ciardiello’s employment agreement, as amended, generally provides for the following key terms:

Mr. Weiss wasSilvio is employed as our Chief MarketingTechnology Officer pursuant to an amended and restated employment agreement, dated November 5,4, 2019.