DEAR STOCKHOLDERS OF UNITY SOFTWARE INC.: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Unity Software Inc., a Delaware corporation We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement: | Meeting Date June | ||||||||||||||||||||||||||||
Meeting Time 10:00 a.m. PT | |||||||||||||||||||||||||||||
Meeting URL | |||||||||||||||||||||||||||||
Unity Software Inc. | |||||||||||||||||||||||||||||
1. | To elect the three nominees for Class | ||||||||||||||||||||||||||||
2. | To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, | ||||||||||||||||||||||||||||
3. | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. | ||||||||||||||||||||||||||||
4. | |||||||||||||||||||||||||||||
To conduct any other business properly brought before the meeting. |
i àUnity Softwareà2023 Proxy Statement |
NOTICE OF ANNUAL MEETING |
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on | ||
The proxy statement and annual report to stockholders are available at www.proxyvote.com |
All stockholders are cordially invited to attend the Annual Meeting, which will be held virtually via the Internet. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. | ||||||||
ii àUnity Softwareà |
Q. | Why did I receive a notice regarding the availability of proxy materials on the internet? | ||||||||||||||||
A. | Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent most stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. All stockholders who received a Notice will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. We provided some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice. If you received paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by signing up to receive all of your future proxy materials electronically. We intend to mail the Notice on or about April |
1 àUnity Softwareà |
QUESTIONS AND ANSWERS |
Q. | How do I attend the Annual Meeting? | ||||||||||||||||
A. | This year’s Annual Meeting will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/ The audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow reasonable time for the check-in procedures. |
Q. | |||||||||||||||||
Where can I get technical assistance? | |||||||||||||||||
A. | If you have difficulty accessing the meeting, please call the phone number listed at www.virtualshareholdermeeting.com/ |
Q. | For the Annual Meeting, how do I ask questions of management and the Board? | ||||||||||||||||
A. | We plan to have a Q&A session at the annual meeting. Questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/ |
Q. | If I miss the Annual Meeting, will there be a | ||||||||||||||||
A. | Yes, a replay of the Annual Meeting webcast will be available at our Investor Relations website at investors.unity.com and remain for at least one year. |
2 àUnity Softwareà |
QUESTIONS AND ANSWERS |
Q. | Who can vote at the Annual Meeting? | ||||||||||||||||
A. | Only stockholders of record at the close of business on April Stockholder of Record: Shares Registered in Your Name If on April Beneficial Owner: Shares Registered in the Name of a Broker or Bank If on April |
3 àUnity Softwareà |
QUESTIONS AND ANSWERS |
Q. | How do I vote? | ||||||||||||||||
A. | You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the ratification of selection of our independent registered public accounting firm and the advisory approval of the compensation of our named executive officers, as disclosed in this proxy statement in accordance with SEC rules, you may vote “For” or “Against” or abstain from voting. Stockholder of Record: Shares Registered in Your Name If on April If you are a stockholder of record, you may vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time: kTo vote using the proxy card that may have been delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. kTo vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice. Your vote must be received by 11:59 p.m. Eastern Time on June kTo vote through the internet in advance of the meeting, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from your Notice. Your vote must be received by 11:59 p.m. Eastern Time on June |
4 àUnity Softwareà2023 Proxy Statement |
QUESTIONS AND ANSWERS |
Q. | How do I vote? (Continued) | ||||||||||||||||
A. | Beneficial Owner: Shares Registered in the Name of Broker or Bank If on April We are holding the Annual Meeting online and providing internet voting to provide expanded access and to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your voting instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. |
Q. | What matters am I voting on? | ||||||||||||||||
A. | There are kThe election of the three nominees for Class kRatification of selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, kAdvisory approval of the compensation of our named executive officers, as disclosed in this proxy statement in accordance with SEC rules (“Proposal 3”) |
5 àUnity Softwareà2023 Proxy Statement |
QUESTIONS AND ANSWERS |
Q. | What if another matter is properly brought before the meeting? | ||||||||||||||||
A. | The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment. This discretionary authority is granted by the execution of the form of proxy. |
Q. | How many votes do I have? | ||||||||||||||||
A. | On each matter to be voted upon, you have one vote for each share of common stock you own as of April |
Q. | If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens? | ||||||||||||||||
A. | If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all three nominees for director, “For” the ratification of the selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, |
Q. | If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens? | ||||||||||||||||
A. | If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposals 1 If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent. |
6 àUnity Softwareà2023 Proxy Statement |
QUESTIONS AND ANSWERS |
Q. | Who is paying for this proxy solicitation? | ||||||||||||||||
A. | We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. |
Q. | What does it mean if I receive more than one Notice? | ||||||||||||||||
A. | If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted. |
Q. | Can I change my vote after submitting my proxy? | ||||||||||||||||
A. | Stockholder of Record: Shares Registered in Your Name Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways: kYou may submit another properly completed proxy card with a later date. kYou may grant a subsequent proxy by telephone or through the internet. kYou may send a timely written notice that you are revoking your proxy to Unity Software Inc., Attn: Corporate Secretary at 30 3rd Street, San Francisco, CA 94103. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day one week preceding the date of the Annual Meeting. kYou may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or internet proxy is the one that is counted. Beneficial Owner: Shares Registered in the Name of Broker or Bank If your shares are held by your broker, bank as a nominee or other agent, you should follow the instructions provided by your broker, bank or other agent. |
7 àUnity Softwareà2023 Proxy Statement |
QUESTIONS AND ANSWERS |
Q. | When are stockholder proposals and director nominations due for next year’s annual meeting? | ||||||||||||||||
A. | With respect to proposals to be included in next year’s proxy materials, your proposal must be submitted in writing by December With respect to proposals (including director nominations) not to be included in next year’s proxy materials pursuant to Rule 14a-8 of the Exchange Act, our amended and restated bylaws provide that your proposal must be submitted in writing between February In addition to satisfying the foregoing requirements under our amended and restated bylaws, to comply with the universal proxy rules, You are advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals, including director nominations. |
Q. | How are votes counted? | ||||||||||||||||
A. | Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; with respect to the proposal |
8 àUnity Softwareà2023 Proxy Statement |
QUESTIONS AND ANSWERS |
Q. | What are “broker non-votes”? | ||||||||||||||||
A. | As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.” Proposals 1 As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent. |
Q. | How many votes are needed to approve each proposal? | ||||||||||||||||
A. | Proposal 1: For the election of directors, the three Class Proposal 2: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, Proposal 3: Advisory approval of the compensation of our named executive officers will be considered to be approved if it receives “For” votes from the holders of a majority of the voting power of the shares present by remote communication at the meeting or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect. |
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QUESTIONS AND ANSWERS |
Q. | What is the quorum requirement? | ||||||||||||||||
A. | A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares of stock entitled to vote are present by remote communication at the meeting or represented by proxy. On the record date, there were Abstentions, withhold votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the meeting or the holders of a majority of the voting power of the shares present by remote communication at the meeting or represented by proxy may adjourn the meeting to another date. |
Q. | How can I find out the results of the voting at the annual meeting? | ||||||||||||||||
A. | Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8‑K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results. |
PROPOSAL ONE |
Mr. Mr. | ||||||||
Age: | ||||||||
47 | ||||||||||
Board Member Since: Title: | ||||||||||
PROPOSAL ONE |
Since August Ms. | ||||||||
Age: 46 | ||||||||
Board Member Since: Title: | ||||||||
Mary Schmidt Campbell, Ph.D. | ||||||||
Dr. Campbell was selected to serve on our Board because of her expertise in the arts, entertainment and education industries and her leadership experience. | ||||||||
Age: | ||||||||
Board Member Since: 2020 Title: President Emerita of Spelman College |
The Board of Directors recommends a vote in favor of each named nominee. | ||||||||
13 àUnity Softwareà |
PROPOSAL ONE |
Roelof Botha | ||||||||
Since January 2003, Mr. Botha has served in various positions including as a Senior Steward, at Sequoia Capital, a venture capital firm, Mr. Botha was selected to serve on our Board due to his knowledge of the technology industry and experience serving on the boards of directors of public companies. | ||||||||
Age: | ||||||||
David Helgason | ||||||||
Mr. Helgason co-founded our company in 2004. He served as a member of our board from July 2007 to June 2014, and was reappointed as a director in May 2015. From August 2004 to October 2014, Mr. Helgason served as our President and Chief Executive Officer. Mr. Helgason is a founding General Partner of Transition Global, a venture capital firm focused on solving the world’s climate crisis, where he has served since October 2021. From July 2016 to March 2021, Mr. Helgason served as a Partner at Nordic Makers General Partners ApS, an early-stage venture capital firm. Mr. Helgason serves on the board of several privately-held companies. Mr. Helgason studied physics, Arabic, and psychology at the University of Copenhagen from 1997 to 2001. Mr. Helgason was selected to serve on our Board because of his significant knowledge of our company and his experience in the gaming and entertainment industries. | ||||||||
Age: | ||||||||
Board Member Since: 2007 Title: Founding General Partner, Transition Global |
14 àUnity Softwareà2023 Proxy Statement |
PROPOSAL ONE |
David Kostman | ||||||||
Mr. Kostman previously served on the board of ironSource from October 2014 until its merger with us. He currently serves as Chairman of the Board of Nice Ltd., a publicly traded software company, and as a member of the board of Outbrain Inc. a public web recommendation platform, where he has also served as the Co-Chief Executive Officer since October 2017. He also serves as a member of the board of directors of a private company and as Chairman of AFNatal, a non-profit organization. Previously, he served as a member of the board of directors of publicly traded Retalix Ltd., which was acquired by NCR. Mr. Kostman was previously a Managing Director of Lehman Brothers, Chief Operating Officer and Chief Executive Officer of Delta Galil USA, a subsidiary of the publicly traded Delta Galil Industries Ltd., and President of the International Division and Chief Operating Officer of publicly traded VerticalNet Inc. Mr. Kostman began his career working in the Investment Banking Division of Lehman Brothers and also NM Rothschild & Sons focusing on the technology and internet sectors. Mr. Kostman holds a B.A. in Law from Tel Aviv University and an M.B.A. in Business Administration from INSEAD. Mr. Kostman was selected to serve on our Board because of his deep experience in the technology industry and his experience as an executive at a publicly traded company. | ||||||||
Age: 58 | ||||||||
Board Member Since: 2022 Title: Co-Chief Executive Officer, Outbrain Inc. |
John Riccitiello | ||||||||
Mr. Riccitiello has served as our President and Chief Executive Officer since October 2014, as Executive Chairman of our Board since June 2014, and as a member of our Board since November 2013. From April 2007 to February 2013, Mr. Riccitiello served as the Chief Executive Officer for Electronic Arts, Inc., a public video game developer and publisher, where he had previously served as President and Chief Operating Officer from October 1997 to April 2004. From May 2004 to March 2007, Mr. Riccitiello co-founded and served as a Managing Director of Elevation Partners, LLC, a private equity firm. Mr. Riccitiello holds a B.S. in business administration from the Haas School of Business at the University of California, Berkeley. Mr. Riccitiello was selected to serve on our Board because of the perspective and experience he brings as our President and Chief Executive Officer, as well as his experience in the gaming and entertainment industries. | ||||||||
Age: 63 | ||||||||
Board Member Since: 2013 Title: President, Chief Executive Officer and Executive Chairman of our Board | ||||||||
15 àUnity Softwareà |
PROPOSAL ONE |
Michelle K. Lee | ||||||||
Ms. Lee is CEO and founder of Obsidian Strategies, Inc., which advises companies on identifying and implementing their digital transformation opportunities using artificial intelligence. From September 2019 until December 2021, Ms. Lee was the Vice President of the Machine Learning Solutions Lab atAmazon Web Services, a subsidiary of Amazon.com, an e-commerce company. Prior to that, from January 2018 to September 2019, Ms. Lee served on the board of directors for Alarm.com, a provider cloud-based services for home automation and monitoring services. From September 2017 to June 2018, Ms. Lee held the appointment of the Herman Phleger Visiting Professor of Law at Stanford University. Before that, from November 2012 until June 2017, Ms. Lee served in various roles at the United States Patent and Trademark Office (“USPTO”), including most recently as the Under Secretary of Commerce for Intellectual Property and Director of the USPTO. Prior to her time in public service, from 2003 until 2012, Ms. Lee held various roles at Google, Inc, an internet company, including most recently Deputy General Counsel. Earlier in her career, Ms. Lee was a partner at Fenwick & West, LLP, a law firm. Ms. Lee holds a S.B. in electrical engineering and a S.M. in electrical engineering and computer science from the Massachusetts Institute of Technology, and a juris doctor from the Stanford University School of Law. Ms. Lee is also a member of the Massachusetts Institute of Technology (“MIT”) Corporation, MIT’s board of trustees. Ms. Lee was selected to serve on our Board because of her deep experience in law, government and technology. | ||||||||
Age: 57 | ||||||||
Board Member Since: 2022 Title: CEO of Obsidian Strategies, Inc. and Former Under Secretary of Commerce for Intellectual Property and Director of the USPTO |
16 àUnity Softwareà2023 Proxy Statement |
PROPOSAL ONE |
Shlomo Dovrat | ||||||||
Mr. Dovrat founded Viola group, a technology investment group, and Viola Ventures, a venture capital firm in 2000. He currently serves as a member of the board of directors of Outbrain Inc., a publicly traded web recommendation platform, and on the board of several privately held technology companies. Prior to founding Viola, Mr. Dovrat founded and served as CEO of Oshap Technologies and Teconmatix, Israeli technology companies both publicly traded and subsequently sold in 1999 and 2005, respectively. Mr. Dovrat served on the board of ironSource prior to its merger with us. Mr. Dovrat has been and continues to be active in various non-governmental organizations and serves as the Chairman of the Aaron Institute for Economic Policy and as chairman of Pnima, an Israeli social movement. Mr. Dovrat served as the Chairman of the Israel Democracy Institute from 2009 to 2012, and as the Chairman of the National Taskforce for the Advancement of Education in Israel from 2003 to 2005. Mr. Dovrat was selected to serve on our Board because of his experience both investing in and managing companies in the technology industry. | ||||||||
Age: 63 | ||||||||
Board Member Since: 2022 Title: Co-Founder and General Partner, Viola Ventures |
PROPOSAL ONE |
Egon Durban | ||||||||
Mr. Durban joined Silver Lake, a global technology investment firm, in 1999 as a founding principal and has served as the firm’s Co-Chief Executive Officer and Managing Partner since December 2019. He also serves on the board of directors of Endeavor Group Holdings, Inc., an entertainment, sports and media platform, Dell Technologies Inc., an information technology company, Motorola Solutions, Inc., a multinational telecommunications company, Qualtrics International Inc., a customer experience management company, VMware, Inc., a software company, and several privately-held companies. Mr. Durban also served as a director at Twitter, Inc., a social networking service, from 2020 to 2022, Pivotal Software, Inc., a software and services company, from 2016 until its acquisition in 2019, and at SecureWorks Corp., an information security services company, from 2015 to 2020. Mr. Durban holds a B.S.B.A in Finance from Georgetown University. Mr. Durban was selected to serve on our Board because of his significant knowledge of the technology industry and experience as a director of publicly and privately-held technology companies. | ||||||||
Age: 49 | ||||||||
Board Member Since: 2017 Title: Co-Chief Executive Officer and Managing Partner of Silver Lake |
Barry Schuler | ||||||||
In 2006, Mr. Schuler co-founded the DFJ Growth Fund, where he currently serves as Managing Director and Partner. From 1995 to 2002, Mr. Schuler held various roles at America Online Inc., a web portal and online service provider, including Chairman and Chief Executive Officer. Mr. Schuler serves on the board of a number of privately-held companies. Mr. Schuler holds a B.A. in psychology from Rutgers University. Mr. Schuler was selected to serve on our Board due to his knowledge of the technology and entertainment industries, his experience as a chief executive officer and his experience serving on the boards of directors of fast-growing technology companies. | ||||||||
Age: 69 | ||||||||
Board Member Since: 2016 Title: Managing Director and Partner of DFJ Growth Fund |
18 àUnity Softwareà2023 Proxy Statement |
PROPOSAL ONE |
Robynne Sisco | ||||||||
Since August 2012, Ms. Sisco has held various positions at Workday, Inc., a public human resources and financial management software company, including Vice Chair from February 2023, Co-President from February 2018 to February 2023, Chief Financial Officer from April 2016 to January 2022 and Senior Vice President and Chief Accounting Officer from August 2012 to April 2016. From June 2009 to August 2012, Ms. Sisco served as Chief Accounting Officer and Corporate Controller at VMware, Inc., a software company. Ms. Sisco also previously served as Senior Vice President and Chief Accounting Officer at VeriSign Inc., and held senior finance positions at Oracle Corporation, Visa Inc., GE Capital, and Ford Motor Company. Ms. Sisco holds a B.A. in economics and accounting from Claremont McKenna College and an M.B.A. in finance from Golden Gate University. Ms. Sisco was selected to serve on our Board because of her experience working in the software and technology industries and her expertise in finance. | ||||||||
Age: 57 | ||||||||
Board Member Since: 2017 Title: Vice Chair, Workday |
19 àUnity Softwareà2023 Proxy Statement |
20 àUnity Softwareà2023 Proxy Statement |
CORPORATE GOVERNANCE |
CORPORATE GOVERNANCE |
Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||||||||
Roelof Botha, Lead Independent Director | § | ||||||||||
Mary Schmidt Campbell, Ph.D. | § | ||||||||||
Egon Durban | § | ||||||||||
David Helgason | |||||||||||
Alyssa Henry | § | ||||||||||
Barry Schuler* | § | § | |||||||||
Robynne Sisco | § | ||||||||||
Luis Visoso** | § | ||||||||||
Keisha Smith-Jeremie | § | ||||||||||
Total meetings in the year ended December 31, 2021 | 8 | 4 | 4 |
Director | Audit Committee | Human Capital and Compensation Committee | Nominating and Corporate Governance Committee | ||||||||
Roelof Botha, Lead Independent Director | § | ||||||||||
Mary Schmidt Campbell, Ph.D. | § | ||||||||||
Shlomo Dovrat1 | § | ||||||||||
Egon Durban2 | § | § | |||||||||
David Kostman1 | § | ||||||||||
Alyssa Henry3 | § | ||||||||||
Michelle Lee | § | ||||||||||
Barry Schuler4 | § | § | |||||||||
Robynne Sisco | § | ||||||||||
Keisha Smith-Jeremie | § | ||||||||||
Total meetings in the year ended December 31, 2022 | 9 | 5 | 4 |
§ | Committee Member | ||||
§ | Committee Chairperson | ||||
1. Mr. Dovrat and Mr. Kostman joined our board and respective committees in November 2022. | |||||
2. Mr. Durban resigned as a member of our Human Capital and Compensation Committee in November 2022 in connection with his appointment to our Nominating and Corporate Governance Committee also in November 2022. | |||||
3. Ms. Henry resigned as a member of our Board and as Chairperson of our Nominating and Corporate Governance Committee in November 2022. At that time Dr. Schmidt Campbell became Chairperson of our Nominating and Corporate Governance Committee. | |||||
4. Mr. Schuler served on our Audit Committee from September 2021 until March 2022, when Ms. Lee was appointed as a member of our Board and as a member of our Audit Committee. | |||||
CORPORATE GOVERNANCE |
Our Audit Committee is currently composed of three directors: Mr. Botha, Ms. Lee and Ms. Sisco. The Chair of the Audit Committee is Ms. Sisco. The primary purpose of our Audit Committee is to discharge the responsibilities of our kHelping the Board oversee the Company’s corporate accounting and financial reporting processes; kManaging the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the Company’s independent registered public accounting firm to audit the Company’s financial statements and the effectiveness of its internal control over financial reporting, when required; kDiscussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the Company’s interim and year end operating results; kDeveloping procedures for employees to submit concerns anonymously about questionable accounting or audit matters; kReviewing related party transactions; kApproving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm; kAssessing and managing risks pertaining to the financial, accounting, tax, and data privacy and cybersecurity matters of the Company; and kPreparing the Audit Committee report that the SEC requires in the Company’s annual proxy statement. | ||||||||||||||
Members kMs. Sisco (Chair) kMr. Botha kMs. Lee | ||||||||||||||
Mr. Botha | ||||||||||||||
Number of Meetings | ||||||||||||||
CORPORATE GOVERNANCE |
24 àUnity Softwareà2023 Proxy Statement |
CORPORATE GOVERNANCE |
Our Human Capital and Compensation Committee is composed of three individuals: Mr. The primary purpose of our Human Capital and Compensation Committee is to discharge the responsibilities of our kReviewing and approving or recommending to the Board the compensation of the Chief Executive Officer and other executive officers; kReviewing and recommending to the Board the compensation of the directors; kAdministering the Company’s equity incentive plans and other benefit programs; kReviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for the executive officers and other senior management; and kReviewing and establishing general policies relating to compensation and benefits of employees, including the Company’s overall compensation philosophy. | ||||||||||||||
Members kMr. Schuler (Chair) kMr. kMs. Smith-Jeremie | ||||||||||||||
Number of Meetings | ||||||||||||||
25 àUnity Softwareà2023 Proxy Statement |
CORPORATE GOVERNANCE |
CORPORATE GOVERNANCE |
Our Nominating and Corporate Governance Committee is composed of Specific responsibilities of the Nominating and Corporate Governance Committee include: kidentifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board; kconsidering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board; kdeveloping and making recommendations to our koverseeing periodic evaluations of the Board’s performance, including committees of the koverseeing company practices related to ESG. | ||||||||||||||
Members k kMr. Durban kMr. Kostman | ||||||||||||||
Number of Meetings 4 | ||||||||||||||
27 àUnity Softwareà2023 Proxy Statement |
CORPORATE GOVERNANCE |
28 àUnity Softwareà2023 Proxy Statement |
CORPORATE GOVERNANCE |
Part I: Gender Identity | Directors (out of 10) | ||||||||||||||||||||||||
Male | 5 | ||||||||||||||||||||||||
Female | 5 | ||||||||||||||||||||||||
Non-Binary | 0 | ||||||||||||||||||||||||
Part II: Underrepresented Community* | Yes | No | |||||||||||||||||||||||
Underrepresented Community | 3 | 7 | |||||||||||||||||||||||
Part I: Gender Identity | Directors (out of 12) | ||||||||||||||||||||||||
Male | 6 | ||||||||||||||||||||||||
Female | 4 | ||||||||||||||||||||||||
Non-Binary | 0 | ||||||||||||||||||||||||
Declined to Disclose | 2 | ||||||||||||||||||||||||
Part II: Underrepresented Community* | Yes | No | Declined to Disclose | ||||||||||||||||||||||
Underrepresented Community | 3 | 7 | 2 |
Year Ended (in thousands) | Year Ended (in thousands) | |||||||||||||||||||||
2021 ($) | 2020 ($) | 2022 ($) | 2021 ($) | |||||||||||||||||||
Audit Fees(1) | Audit Fees(1) | 4,040 | 4,211 | Audit Fees(1) | 5,126 | 4,040 | ||||||||||||||||
Audit-related Fees | — | — | ||||||||||||||||||||
Tax Fees(2) | Tax Fees(2) | 36 | 98 | Tax Fees(2) | — | 36 | ||||||||||||||||
All Other Fees(3) | — | 150 | ||||||||||||||||||||
Total Fees | Total Fees | 4,076 | 4,459 | Total Fees | 5,126 | 4,076 |
PROPOSAL TWO |
The Board of Directors recommends a vote in favor of Proposal 2. | ||||||||
The Board of Directors recommends a vote in favor of Proposal 3. | ||||||||
EXECUTIVE OFFICERS |
Name | Age | Position | ||||||
John Riccitiello | President and Chief Executive Officer | |||||||
Luis Visoso | ||||||||
Tomer Bar-Zeev | 47 | President, Grow Solutions | ||||||
Carol Carpenter | Senior Vice President and Chief Marketing Officer | |||||||
Senior Vice President, General Counsel, and | ||||||||
Marc Whitten |
John Riccitiello | à | Biographical information for Mr. Riccitiello is included above with the director biographies under the caption “Class I Directors Continuing in Office Until the 2024 Annual Meeting.” | |||||||||
Title: President, Chief Executive Officer and Executive Chairman of our Board | |||||||||||
33 àUnity Softwareà2023 Proxy Statement |
EXECUTIVE OFFICERS |
Luis Visoso | à | Mr. Visoso has served as our Executive Vice President and Chief Financial Officer since March 2023 and prior to that was our Senior Vice President and Chief Financial Officer since April 2021. He previously served as a member of our | |||||||||
Title: |
à | Biographical information for Mr. Bar-Zeev is included above with the director biographies under the caption “Class III Nominees for Election for a Three-Year Term Expiring at the 2026 Annual Meeting.” | ||||||||||
Title: President, Grow Solutions |
Carol Carpenter | à | Ms. Carpenter has been our Senior Vice President and Chief Marketing Officer since February 2022. From June 2020 until February 2022, Ms. Carpenter served as the Senior Vice President and Chief Marketing Officer of VMWare, Inc., a public cloud computing and virtualization technology company. From January 2017 to June 2020, she served as the Global Vice President of Marketing at Google Cloud, a suite of cloud computing services. From May 2014 until January 2021, Ms. Carpenter served on the board of directors for DHI Group, Inc. a public employment agency company, and she has served on the board of Couchbase, Inc., a public software company, since September 2021. Ms. Carpenter holds a B.A. in economics from Stanford University and an M.B.A. from Harvard Business School. | |||||||||
Title: Senior Vice President and Chief Marketing Officer |
34 àUnity Softwareà2023 Proxy Statement |
EXECUTIVE OFFICERS |
Anirma Gupta | à | Ms. Gupta has been our Senior Vice President, General Counsel, and Corporate Secretary since November 2022. From November 2020 until November 2022, Ms. Gupta served as the Chief Legal Officer of Carbon, a digital manufacturing company. From January 2016 to March 2020, she served as the General Counsel of Tanium, a cybersecurity and systems management company. From November 2004 to January 2016 she served in various roles, including Vice President and Deputy General Counsel of Intuit, a public software company. Ms. Gupta holds a B.S. in electrical engineering from the University of Maryland and a J.D. from Georgetown University Law Center. | |||||||||
Title: Senior Vice President, General Counsel, and Corporate Secretary |
Whitten | |||||||||||
à | Mr. Whitten has served as our President, Create Solutions since March 2023, and prior to that as our Senior Vice President and General Manager, Unity Create | ||||||||||
Title: |
Beneficial Ownership | |||||||||||
Name of Beneficial Owner | Shares | % | |||||||||
5% Stockholders | |||||||||||
Entities affiliated with Sequoia Capital(1) | 39,162,337 | 13.2 | |||||||||
Entities affiliated with Silver Lake(2) | 34,984,419 | 11.8 | |||||||||
Entities affiliated with Morgan Stanley(3) | 20,095,927 | 6.8 | |||||||||
Joachim Ante(4) | 18,487,000 | 6.3 | |||||||||
The Vanguard Group(5) | 14,747,609 | 5.0 | |||||||||
Directors and Named Executive Officers | |||||||||||
John Riccitiello(6) | 8,364,921 | 2.8 | |||||||||
Luis Visoso(7) | 75,000 | * | |||||||||
Kimberly Jabal(8) | 39,250 | * | |||||||||
Clive Downie(9) | 771,626 | * | |||||||||
Ralph Hauwert(10) | 301,874 | * | |||||||||
Ingrid Lestiyo(11) | 492,876 | * | |||||||||
Marc Whitten(12) | 77,649 | * | |||||||||
Roelof Botha(13) | 1,442,349 | * | |||||||||
Mary Schmidt Campbell, Ph.D.(14) | 6,942 | * | |||||||||
Egon Durban(15) | 129,510 | * | |||||||||
David Helgason(16) | 9,151,613 | 3.1 | |||||||||
Alyssa Henry(17) | 123,599 | * | |||||||||
Michelle Lee | — | * | |||||||||
Barry Schuler(18) | 297,649 | * | |||||||||
Robynne Sisco(19) | 37,916 | * | |||||||||
Keisha Smith-Jeremie(20) | 934 | * | |||||||||
All directors and current executive officers as a group (17 persons)(21) | 21,035,979 | 6.9 |
Beneficial Ownership | |||||||||||
Name of Beneficial Owner | Shares | % | |||||||||
5% Stockholders | |||||||||||
Entities affiliated with Sequoia Capital(1)(2) | 28,727,288 | 7.6% | |||||||||
Entities affiliated with Silver Lake(2)(3) | 34,984,419 | 9.2% | |||||||||
Entities affiliated with CVC Capital Partners(4) | 25,840,660 | 6.8% | |||||||||
Joachim Ante(5) | 19,042,000 | 5.0% | |||||||||
The Vanguard Group(6) | 28,009,247 | 7.4% | |||||||||
Directors and Named Executive Officers | |||||||||||
John Riccitiello(7) | 8,537,450 | 2.2% | |||||||||
Luis Visoso(8) | 113,293 | * | |||||||||
Carol Carpenter(9) | 133,479 | * | |||||||||
Anirma Gupta(10) | — | * | |||||||||
Marc Whitten(11) | 155,634 | * | |||||||||
Tomer Bar-Zeev(12) | 6,839,949 | 1.8% | |||||||||
Roelof Botha(13) | 1,124,992 | * | |||||||||
Mary Schmidt Campbell(14) | 15,577 | * | |||||||||
Shlomo Dovrat(15) | 7,998,304 | 2.1% | |||||||||
Egon Durban(16) | 134,516 | * | |||||||||
David Helgason(17) | 9,143,280 | 2.4% | |||||||||
David Kostman(18) | 125,848 | * | |||||||||
Michelle Lee(19) | 1,238 | * | |||||||||
Barry Schuler(20) | 300,296 | * | |||||||||
Robynne Sisco | 2,647 | * | |||||||||
Keisha Smith-Jeremie(21) | 2,180 | * | |||||||||
All directors and current executive officers as a group (16 persons)(21) | 34,628,683 | 9.0% |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
37 àUnity Softwareà2023 Proxy Statement |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Plan Category | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) ($)(1) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)(c) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) ($)(1) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c) | ||||||||||||||||||||
Equity compensation plans approved by security holders(2) | Equity compensation plans approved by security holders(2) | 42,849,734 | 13.28 | 42,182,910 | Equity compensation plans approved by security holders(2) | 56,311,912 | $ | 17.88 | 24,691,250(3) | |||||||||||||||||||
Equity compensation plans not approved by security holders | Equity compensation plans not approved by security holders | — | — | — | Equity compensation plans not approved by security holders | 17,512,353 | $ | 18.51 | 830,677(5) | |||||||||||||||||||
Total | Total | 42,849,734 | 13.28 | 42,182,910 | Total | 73,824,265 | $ | 18.05 | 25,521,927 |
38 àUnity Softwareà2023 Proxy Statement |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Name | Position(s) | ||||
John Riccitiello | President and Chief Executive Officer | ||||
Luis Visoso | |||||
Senior Vice President, General Counsel, and | |||||
Marc Whitten |
EXECUTIVE COMPENSATION |
What We Do | Our executive bonuses are dependent on meeting corporate objectives. kOur annual performance-based bonus opportunities for all of our | ||||||||||
We emphasize long-term equity incentives. kEquity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our kWe grant equity awards in the form of restricted stock units (“RSUs”) and stock options. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value. RSUs are also designed to ensure the durability of the business by encouraging our executive officers to remain in our long-term employ. | |||||||||||
We consider market data based on our peer group when determining compensation. Our Human Capital and Compensation Committee has retained an independent third-party consultant for guidance in making compensation decisions. | |||||||||||
Our Beginning after a phase-in period which runs five years from our initial public offering, or five years from the date of appointment in the case of |
What We Don’t Do | We generally do not provide executive fringe benefits or perquisites to our | ||||||||||
We do not permit the hedging or pledging of Unity stock. kOur insider trading policy, applicable to all of our directors, employees, contractors and those who share their households prohibits the hedging and pledging of our stock. | |||||||||||
We do not provide guaranteed minimum bonuses. |
EXECUTIVE COMPENSATION |
Element of Compensation | Objectives | Key Features | ||||||
Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors including individual performance, market data, scope and complexity of the role, and internal equity. | ||||||
Performance Bonus (at-risk cash) | Rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus payouts in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives, namely | ||||||
Long-Term Incentive (at-risk equity) | Rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts and retains highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed Individual awards are determined based on a number of factors, including current corporate and individual role, potential and performance, market data, the value of unvested equity awards, and internal compensation considerations. |
EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION |
Alteryx | Snowflake | |||||||
Splunk | ||||||||
The Trade Desk | ||||||||
Twilio | ||||||||
44 àUnity Softwareà2023 Proxy Statement |
EXECUTIVE COMPENSATION |
Executive | Base Salary ($) | Percentage Increase in Base Salary from 2021 Base Salary (%) | |||||||||
John Riccitiello(1) | 380,000 | — | |||||||||
Luis Visoso | 367,500 | 5.0 | |||||||||
Carol Carpenter(2) | 350,000 | — | |||||||||
Anirma Gupta(2) | 350,000 | — | |||||||||
Marc Whitten | 367,500 | 5.0 |
EXECUTIVE COMPENSATION |
Executive | Base Salary ($) | Percentage Increase in Base Salary from 2020 Base Salary (%) | |||||||||
John Riccitiello | 380,000 | 5.6 | |||||||||
Luis Visoso | 350,000 | — | |||||||||
Kim Jabal | 335,000 | — | |||||||||
Marc Whitten | 350,000 | — | |||||||||
Ingrid Lestiyo* | 375,000 | 8.7 | |||||||||
Ralph Hauwert | 340,000 | 4.6 | |||||||||
Clive Downie | 340,000 | 5.8 |
EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION |
Executive | Executive | Target (%) | Target ($) | Combined Achievement (%) | Actual Earned ($) | Executive | Target | Combined Achievement | Actual Earned | |||||||||||||||||||
John Riccitiello | John Riccitiello | 100% | $380,000 | 171.6% | $621,568 | John Riccitiello | 100% | $380,000 | N/A | |||||||||||||||||||
Luis Visoso | Luis Visoso | 75% | $262,500 | 171.6% | $334,444 | Luis Visoso | 75% | $273,503 | 15.0% | $41,026 | ||||||||||||||||||
Carol Carpenter(2) | Carol Carpenter(2) | 75% | $225,103 | 47.5% | $106,924 | |||||||||||||||||||||||
Anirma Gupta(3) | Anirma Gupta(3) | —% | $— | —% | $— | |||||||||||||||||||||||
Marc Whitten | Marc Whitten | 75% | $262,500 | 171.6% | $386,276 | Marc Whitten | 75% | $273,503 | 65.0% | $177,777 | ||||||||||||||||||
Ingrid Lestiyo | 75% | $281,250 | 171.6% | $476,384 | ||||||||||||||||||||||||
Ralph Hauwert | 75% | $255,000 | 141.6% | $358,505 | ||||||||||||||||||||||||
Clive Downie | 75% | $255,000 | 141.6% | $357,880 |
48 àUnity Softwareà2023 Proxy Statement |
EXECUTIVE COMPENSATION |
Executive | Stock Option Grant (# shares) | ||||
John Riccitiello | 94,167 | ||||
Luis Visoso | 57,949 | ||||
Marc Whitten | |||||
Executive | RSU Grant (# shares) | ||||
John Riccitiello | 94,167 | ||||
Luis Visoso(1) | 57,949 | ||||
Carol Carpenter(1)(2) | 229,380 | ||||
Anirma Gupta(3) | 342,257 | ||||
Marc Whitten(1) | 57,949 |
EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION |
The PVUs are subject to a seven-year performance period beginning on November 1, 2022 and ending on October 31, 2029 (the “Performance Period”) and are divided into four vesting tranches, each covering 25% of the total PVUs granted, and each vesting tranche is subject to a continued service requirement and a stock price hurdle. The vesting date for a particular vesting tranche will be the date that both the applicable continued service requirement and the applicable stock price hurdle are satisfied with respect to such vesting tranche. The shares are forfeited if performance in the measurement window is not achieved. For the continued service requirement to be satisfied with respect to a particular vesting tranche, the recipient must remain in Continuous Service (as such term is defined in Unity’s 2020 Equity Incentive Plan (the “Plan”)) through the applicable end date for such vesting tranche as follows: (i) October 31, 2023 for the first vesting tranche, (ii) October 31, 2024 for the second vesting tranche, (iii) October 31, 2025 for the third vesting tranche, and (iv) October 31, 2026 for the fourth vesting tranche. The stock price hurdle for a particular vesting tranche will be satisfied if during the Performance Period, the closing price of Unity’s common stock on the New York Stock Exchange exceeds the applicable stock price hurdle for such vesting tranche for a period of 20 consecutive trading days. The stock price hurdles are as follows: (i) $50.00 for the first vesting tranche, (ii) $65.00 for the second vesting tranche, (iii) $80.00 for the third vesting tranche, and (iv) $100.00 for the fourth vesting tranche, each subject to a Continuous Service requirement. | |||||
Executive | PVU Grant (# shares)(1) | ||||
Luis Visoso | 439,947 | ||||
Carol Carpenter(2) | 109,986 | ||||
Marc Whitten | 439,947 |
51 àUnity Softwareà2023 Proxy Statement |
EXECUTIVE COMPENSATION |
52 àUnity Softwareà2023 Proxy Statement |
EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | |||||||||||||||||||||
John Riccitiello President and Chief Executive Officer | 2021 | 376,682 | — | 5,478,006 | 6,025,215 | 621,568 | — | 12,501,471 | |||||||||||||||||||||
2020 | 360,014 | — | 11,252,500 | 9,905,019 | 484,200 | — | 22,001,733 | ||||||||||||||||||||||
2019 | 360,000 | — | — | 7,834,553 | 255,452 | — | 8,450,005 | ||||||||||||||||||||||
Luis Visoso Senior Vice President and Chief Financial Officer(3) | 2021 | 260,041 | 2,000,000(4) | 35,210,000 | 3,765,720 | 334,444 | 10,402 | 41,580,607 | |||||||||||||||||||||
Kimberly Jabal Former Senior Vice President and Chief Financial Officer(5) | 2021 | 164,284 | — | 662,906 | 11,959,124 | — | 299,696 | 13,086,010 | |||||||||||||||||||||
2020 | 335,013 | — | 552,188 | 1,104,375 | 251,250 | — | 1,907,813 | ||||||||||||||||||||||
2019 | 278,103 | — | — | 4,814,539 | 125,143 | 11,124 | 5,228,909 | ||||||||||||||||||||||
Marc Whitten(6) Senior Vice President and General Manager, Unity Create Solutions | 2021 | 298,409 | — | 27,025,000 | 3,963,320 | 386,276 | 5,250 | 31,678,255 | |||||||||||||||||||||
Ingrid Lestiyo Senior Vice President and General Manager, Unity Operate Solutions | 2021 | 370,014 | — | 2,633,633 | 2,896,748 | 476,384 | 17,471 | 6,394,250 | |||||||||||||||||||||
2020 | 345,014 | — | 1,718,750 | 1,325,344 | 348,019 | 12,875 | 3,750,002 | ||||||||||||||||||||||
2019 | 337,726 | — | — | 2,246,785 | 211,079 | 11,200 | 2,806,790 | ||||||||||||||||||||||
Ralph Hauwert Senior Vice President, Research and Development | 2021 | 337,515 | — | 1,896,249 | 2,085,657 | 358,505 | — | 4,677,926 | |||||||||||||||||||||
2020 | 319,425 | — | 2,406,250 | 1,855,481 | 287,262 | 1,200 | 4,869,618 | ||||||||||||||||||||||
2019 | 288,024 | — | — | 1,123,392 | 86,407 | — | 1,497,823 | ||||||||||||||||||||||
Clive Downie(7) Senior Vice President and General Manager, Consumer | 2021 | 336,908 | — | 1,896,249 | 2,085,657 | 357,880 | — | 4,676,694 |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | |||||||||||||||||||||||||||||||||||
Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||
John Riccitiello | Annual Stock Option | 3/3/21 | 3/3/21 | — | — | — | — | 159,862 | 102.80 | 6,025,215 | |||||||||||||||||||||||||
Annual RSU | 3/3/21 | 3/3/21 | — | — | — | 53,288 | — | — | 5,478,006 | ||||||||||||||||||||||||||
Cash Incentive Bonus | 47,500 | 380,000 | 760,000 | — | — | — | — | ||||||||||||||||||||||||||||
Luis Visoso | Initial Stock Option | 4/5/21 | 3/15/21 | — | — | — | — | 100,000 | 100.60 | 3,765,720 | |||||||||||||||||||||||||
Initial RSU | 4/5/21 | 3/15/21 | — | — | — | 350,000 | — | — | 35,210,000 | ||||||||||||||||||||||||||
Cash Incentive Bonus | 32,813 | 262,500 | 525,000 | — | — | — | — | ||||||||||||||||||||||||||||
Kimberly Jabal(2) | Modified RSU | 3/24/21 | 3/24/21 | — | — | — | 9,375 | — | — | 662,906 | |||||||||||||||||||||||||
Modified option | 3/24/21 | 3/24/21 | — | — | — | — | 448,293 | 8.95 | 10,684,028 | ||||||||||||||||||||||||||
Modified option | 3/24/21 | 3/24/21 | — | — | — | — | 18,750 | 17.67 | 1,275,097 | ||||||||||||||||||||||||||
Clive Downie | Annual Stock Option | 3/3/21 | 3/3/21 | — | — | — | — | 55,337 | 102.80 | 2,085,657 | |||||||||||||||||||||||||
Annual RSU | 3/3/21 | 3/3/21 | — | — | — | 18,446 | — | — | 1,896,249 | ||||||||||||||||||||||||||
Cash Incentive Bonus | 31,875 | 255,000 | 510,000 | — | — | — | — | ||||||||||||||||||||||||||||
Ralph Hauwert | Annual Stock Option | 3/3/21 | 3/3/21 | — | — | — | — | 55,337 | 102.80 | 2,085,657 |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | |||||||||||||||||||||||||||||||||||
Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||
Annual RSU | 3/3/21 | 3/3/21 | — | — | — | 18,446 | — | — | 1,896,249 | ||||||||||||||||||||||||||
Cash Incentive Bonus | 31,875 | 255,000 | 510,000 | — | — | — | — | ||||||||||||||||||||||||||||
Ingrid Lestiyo | Annual Stock Option | 3/3/21 | 3/3/21 | — | — | — | — | 76,857 | 102.80 | 2,896,748 | |||||||||||||||||||||||||
Annual RSU | 3/3/21 | 3/3/21 | — | — | — | 25,619 | — | — | 2,633,633 | ||||||||||||||||||||||||||
Cash IncentiveBonus | 35,156 | 281,250 | 562,500 | — | — | — | — | ||||||||||||||||||||||||||||
Marc Whitten | Initial Stock Option | 3/2/21 | 3/2/21 | — | — | — | — | 100,000 | 108.10 | 3,963,320 | |||||||||||||||||||||||||
Initial RSU | 3/2/21 | 3/2/21 | — | — | — | 250,000 | — | — | 27,025,000 | ||||||||||||||||||||||||||
Cash Incentive Bonus | 32,813 | 262,500 | 525,000 | — | — | — | — |
Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation(4) ($) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee 401(k) Plan U.S. full-time employees qualify for participation in our 401(k) plan, which is intended to qualify as a OTHER FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM Tax and Accounting Implications Under FASB: Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) limits the amount that we may deduct from our U.S. federal taxable income for compensation paid to persons who are “covered employees” to $1 million per covered employee, per year. The Tax Cuts and Jobs Act, enacted in As a result, compensation paid to our covered employees in excess of $1 million per year generally will not be deductible unless, among other requirements, it qualifies for the Clawbacks As a public company, if we are required to restate our Anti-Hedging and Anti-Pledging Policies Our Insider Trading Policy prohibits directors, officers and other employees from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities
(other than stock options and other compensatory equity awards issued by us), as well holding our common stock in margin accounts. Compensation Risk Assessment Unity conducted a review of its key compensation programs, policies and practices to Stock Ownership Guidelines Beginning after a phase-in period which runs five years from our initial public offering, or five years from the date of appointment in the case of executive officers or directors who were appointed after our initial public offering, non-CEO executive officers must hold a number of shares equal to the lesser of 3x their base salary or 8,533 shares. The CEO must hold a number of shares equal to the lesser of 5x his base salary or 46,154 shares. Non-employee directors must hold a number of shares equal to $400,000 or 3,846 shares. HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT(1) The Human Capital and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CD&A”) contained in this proxy statement. Based on this review and discussion, the Human Capital and Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Human Capital and Compensation Committee Members kShlomo Dovrat kBarry Schuler kKeisha Smith-Jeremie 1.The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC, and is not deemed to be incorporated by reference in any filing of Unity Software Inc. under the
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